/raid1/www/Hosts/bankrupt/TCREUR_Public/181113.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Tuesday, November 13, 2018, Vol. 19, No. 225


                            Headlines


D E N M A R K

DKT HOLDINGS: Fitch Revises October 19 Ratings Release


F R A N C E

GROUPE ECORE: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
GROUPE ECORE: S&P Assigns Preliminary 'B' ICR, Outlook Stable


G E R M A N Y

ADVEO DEUTSCHLAND: Invokes Pre-Insolvency Protection Mechanism


I R E L A N D

GOLDENTREE LOAN 2: Fitch Assigns B-(EXP)sf Rating to Cl. F Debt


I T A L Y

BANCA CARIGE: Shares Suspended Ahead of Board Meeting
SNAITECH SPA: Moody's Withdraws B2 Corporate Family Rating


P O L A N D

ZABRZE CITY: Fitch Affirms BB+ Long-Term IDRs, Outlook Stable


R U S S I A

BID BANK: Put on Provisional Administration, License Revoked
KRASNOYARSK REGION: Fitch Affirms BB+ LT IDRs, Outlook Stable
OPORA JSC: Bankruptcy Petition Filed in Ryazan Arbitration Court


S E R B I A

SERBIA: Fitch Affirms BB Long-Term IDRs, Outlook Stable


U N I T E D   K I N G D O M

COLOUR BIDCO: Moody's Assigns B3 CFR, Outlook Stable
CO-OPERATIVE BANK: Won't Be Put Up for Sale, New Boss Says
TURBO FINANCE 8: S&P Assigns BB (sf) Rating to $2.8MM Cl. E Notes


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D E N M A R K
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DKT HOLDINGS: Fitch Revises October 19 Ratings Release
------------------------------------------------------
Fitch Ratings replaced a ratings release published on October 19,
2018 to correct the name of the obligor for the bonds.

The revised release is as follows:

Fitch Ratings has upgraded DKT Holdings ApS's Long-Term Issuer
Default Rating to 'BB-' from 'B+' following the announcement that
the Danish telecoms company will spend a major part of the
proceeds from the sale of its Norwegian business on the
prepayment of its term loan B to reduce leverage.

DKT's subsidiary TDC A/S will prepay an equivalent DKK15 billion
of the DKK29 billion TLB, which Fitch expects will reduce pro-
forma funds from operations adjusted net leverage to 5.5x at end-
2018 compared with an estimated 6.7x without the disposal. Fitch
expects DKT's leverage to remain largely stable as strong cash
flow generation will primarily be used for shareholder
remuneration while excessive dividend payments are constrained by
debt covenants. The usage of the remaining equivalent of DKK2
billion of proceeds is yet to be determined. DKT completed the
sale of Get AS (Get) to Telia Company AB on October 15, 2018.

KEY RATING DRIVERS

Debt Reduction: On a pro-forma basis the sale of Get and TLB
prepayment reduce DKT's FFO adjusted net leverage to 5.5x at end-
2018, below the upgrade threshold of 5.7x, compared with 6.7x
expected at the time of the review in May 2018. Fitch expects
leverage to remain largely stable in 2019-2021. The company
generates stable pre-dividend free cash flow (FCF), most of which
will likely be spent on dividends to DKT's shareholders.
Excessive dividends distributions are unlikely as they are
constrained by a notes covenant of net debt/EBITDA of less than
4.5x, which Fitch projects DKT to remain at, corresponding to
Fitch-calculated 5.5x FFO adjusted net leverage.

Uptake on HY Offer Unlikely: DKT's subsidiary TDC A/S (TDC) sold
its Norwegian business (Get AS and its subsidiaries including the
Norwegian B2B business and TDC Norway) for NOK21 billion (around
DKK17 billion) on a cash and debt-free basis valuing Get at 12x
its 2017 EBITDA. Following the prepayment on TLB DKT Finance ApS
is required, under its bond documentation, to make a buyout offer
to the holders of its high-yield notes due 2023. The offer should
be made at par, out of any proceeds from the sale of Get that are
not used to prepay TDC's debt, making any uptake unlikely given
that they are currently trading significantly higher.

Reduced Diversification: The disposal has a moderately negative
impact on DKT's operating profile as it reduces the company's
geographic diversification. The Norwegian business contributed
about 16% and 17% to TDC's 2017 revenue and EBITDA, respectively,
and demonstrated higher organic growth than its Danish business.

Instrument Ratings Change: Fitch downgraded the senior secured
rating at TDC level to 'BB'/'RR1' from 'BB+'/'RR1' as TLB no
longer benefits from superior security package of which the
shares of Get were a main component along with bank accounts,
intra-group receivables and the shares in TDC. The reduction of
the total amount of debt improves underlying recoveries for the
senior secured and unsecured notes. As a result the senior
unsecured notes are upgraded to 'BB-'/'RR4' from 'B+'/'RR4' and
are rated in line with DKT's IDR.  The rating of the senior
secured notes at DKT Finance ApS is upgraded to 'B+'/'RR5', one
notch below IDR, from 'B-'/'RR6' reflecting the structural
subordination of the instrument to the debt at TDC and a
substantial amount of prior-ranking debt totalling above 2x
EBITDA.

Fixed-Line Supportive: TDC owns both the incumbent copper network
and around half of the cable infrastructure in Denmark. This
gives it a stronger domestic fixed-line position than its
European peers. Fitch views the position as structurally
supportive for the company's long-term credit profile due to the
lack of competing fixed-line infrastructure. Combined with its
number-one domestic market position, this enables TDC to sustain
slightly higher leverage than peers. Competitive pressures are
more prevalent in the mobile and B2B segments.

Network Separation Plan: Fitch understands from management that
the disposal of the Norwegian assets is part of the shareholders'
long-term strategy. The shareholders intend to split the company
into two, creating a customer-facing service unit and a wholesale
network company. Fitch expects these changes to take a few years.
Fitch has not incorporated these long-term changes into its
rating and treat such a development as event risk due to a large
number of uncertainties including regulation, the terms of
network separation and impact on capital structure.

DERIVATION SUMMARY

DKT's ratings reflect the company's leading position within the
Danish telecoms market. The company has strong market shares in
both the fixed and mobile segments. Ownership of both cable and
copper-based local access network infrastructure reduces the
company's operating risk relative to that of domestic European
incumbent peers, which typically face infrastructure-based
competition from cable network operators.

DKT is rated lower than peer incumbents, such as Royal KPN N.V
(BBB/Stable), due to notably higher leverage, which puts it more
in line with cable operators with similarly high leverage, such
as VodafoneZiggo Group B.  (B+/Stable), Unitymedia GmbH
(B+/RWP), Telenet Group Holding N.  (BB-/Stable) and Virgin Media
Inc. (BB-/Stable). DKT's incumbent status, leading positions in
both the fixed and mobile markets, and unique infrastructure
ownership justify higher leverage thresholds than cable peers.

KEY ASSUMPTIONS

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

  - Stabilisation of revenue in 2018 and a flat trend thereafter

  - Broadly stable EBITDA margin at around 39%-40%% in 2018-2021

  - Capex at around 21%-22% of revenue in 2019-2021 (including
spectrum)

  - Moderate dividends keeping leverage at around 4.5x net
debt/EBITDA

RATING SENSITIVITIES

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

  - Expectation that FFO adjusted net leverage will fall below
5.2x on a sustained basis

  - Maintaining strong and stable FCF generation, reflecting a
stable competitive and regulatory environment

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

  - FFO adjusted net leverage above 5.7x on a sustained basis

  - Significantly weaker FCF generation due to competitive and
regulatory pressures

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: DKT has comfortable liquidity, which is
supported by a EUR500 million revolving credit facility (RCF) at
TDC and a EUR100 million RCF at DKT Finance ApS. The maturity
profile is comfortable with the first large debt repayment only
in 2022. The company's liquidity profile is also supported by
strong pre-dividend FCF generation.


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F R A N C E
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GROUPE ECORE: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Groupe Ecore Holding S.A.S. an
Expected Long-Term Issuer Default Rating of 'B+(EXP)' and an
expected rating for the proposed EUR255 million senior secured
notes of 'BB-(EXP)'/'RR3'/61%. The Outlook on the Long-Term IDR
is Stable.

The assigned rating reflects Ecore's strong market position of as
the number two in the French metals recycling market, its
disciplined approach to securing a minimum margin, a financial
profile with strong cash flow generation and FFO gross leverage
of between 4.5x-5.0x over the next four years. Ecore's small
scale, with EBITDA below EUR100 million constrain the rating to
the mid-to-upper 'B' category. The rating also takes account of
the well-invested asset base with remaining spare capacity and
supportive fundamentals from EU waste policy, as well as
production growth in global steel markets over the medium term.

Ecore operates a dense network of 62 collection and eight
processing sites that are strategically located in industrial
areas with high scrap-disposal volumes and which are close to
major customers with demand for secondary metal resources. The
group covers the whole value chain in metals recycling from
collection to sorting to processing to marketing of scrap and
non-ferrous metals.

KEY RATING DRIVERS

Pricing Establishes Fixed Margin Floor: Ecore is a price taker in
terms of the sale of secondary raw materials. Its main customers
are major European steel companies and metals refineries, which
establish their purchase price either weekly or monthly based on
market indices. Ecore then uses the sale price to define maximum
rates it can pay for procurement of metal waste, locking in the
margin for volumes to be processed. The sale and procurement
processes are closely coordinated in the organisation and
continuously monitored by senior management, so that commodity-
price exposure can be minimised and earnings visibility can be
achieved.

Oligopoly Market with Pricing Discipline: Ecore is the second-
ranked metal recycling company in France with 21% market share,
behind Derichebourg with 25% (2017). Other market participants
include general waste companies or many smaller metals recyclers,
both with limited processing capabilities. Ecore and Derichebourg
benefit from economies of scale; wider geographic footprints with
sites close to customers; established logistics networks; full
range of processing capabilities; and close relationships with
important customers. Both companies follow similar pricing
strategies, focusing on margin, after a period of intense
competition had led earnings to decline.

Strong Sustainable Market Position: There are material barriers
to entry into the metal recycling sector. A new entrant would
have to acquire a number of smaller recyclers, given the onerous
procedures to obtain environmental licenses for new sites, and
the setting-up of a full range of processing facilities would
require sizeable up-front investment. Given that there remains
spare capacity for the sorting and treatment of metal waste in
the market, there is a more robust business case for
consolidation amongst existing companies, with the leading two
most likely to drive the process.

Limited Downside Identified: Ecore's commodity-price exposure
should remain small so long as it follows established procedures
for the coordination of sales and procurement. Nonetheless, Fitch
thinks the business may report tighter margins for a limited
period if scrap or other metals prices fall materially, until
prices settle. Also, if scrap prices go too low in a downturn,
available volumes from suppliers may shrink; for example,
construction and demolition companies -- whose waste represented
around 39% of supply for metal recyclers in 2016 - could decide
to defer the disposal of demolition waste if economic conditions
delay their pipeline of projects.

Supportive Market Fundamentals: EU regulation is promoting the
circular economy with an increasing emphasis on recycling. As a
result, market commentators expect the supply of metal waste to
grow incrementally over the medium term, with scenarios varying
between 1% and 3% annual growth in France depending on underlying
assumptions. On the sell-side, demand for scrap and other
secondary raw materials is growing, given that the proportion of
electric arc furnaces (that use more scrap for the steel-making
process) is slowly increasing and GDP growth is supporting
construction and industrial activity globally.

Good Cost Control: Since 2015, management has lowered the cost
base, which included the reduction of around 200 staff,
renegotiation of IT contracts, and a leaner approach to
overheads. Fixed costs were reduced by around EUR13.6 million a
year. The management currently is re-tendering expenditure for
external transport services, and is assessing outsourcing some
logistics that were previously managed in-house. This process is
expected to lead to additional savings in excess of EUR10 million
over the near term. Also, the company uses flexible working
practices to manage variations in processing volumes.

Financial Policies: Management has indicated that they have no
plans to pay further dividends over the rating horizon, although
documentation generally allows for distributions. Fitch estimates
FFO gross leverage for September 2018 pro forma for the new
capital structure to be 4.9x (capitalising operating leases and
factoring) and shows limited deleveraging over time towards 4.5x.
Given that the group's debt consists of term debt without
amortisation, the reduction of leverage is due to stronger
earnings in the rating case forecast. Fitch expects FFO net
leverage to fall from 4.5x pro forma in September 2018 towards
2.5x over the next four years.

DERIVATION SUMMARY

Ecore is the second-largest metal recycler in France by market
share, with a dense network of collection sites and processing
facilities. Its range of services - collection, processing and
sale of scrap metals, and its ability to recycle all types of
waste material -- serve as competitive advantages and allow for
high operating margins. Although primarily focused on France, the
company has access to a deep-sea port and can tap into export
markets if volumes exceed European demand for secondary raw
materials. Ecore's small scale, with EBITDA below EUR100 million,
is a constraining factor for the rating and suggests a mid-to-
upper 'B' category rating.

Fitch compared the business profile of Ecore to other entities in
the wider recycling and waste sector. Ecore's business exhibits
similar cash flow characteristics to Befesa S.A. (NR), a services
company specialising in the recycling of steel dust, salt slag
and aluminium residues. Befesa has a higher concentration of
customers on the sourcing side, but the metals waste in this case
is qualified as hazardous waste and there are fewer similar such
companies in the market that have the expertise and licenses to
process the residues. Also, Befesa benefits from some wider
geographic diversification and has a slightly more-conservative
financial profile. While Befesa hedges a large proportion of
annual zinc production, in the longer term its earnings are
highly exposed to zinc prices.

KEY ASSUMPTIONS

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

  - Volume growth of around 2.0%-3.5% over the rating
horizon/next four years

  - Gross margin broadly flat at around EUR61-62/tonne of
processed waste (ferrous, non-ferrous, batteries and other)

  - EBITDA/tonne of processed waste (ferrous, non-ferrous,
batteries and other) growing by around 5% over the rating
horizon, reflecting increasing capacity utilisation and some cost
savings

  - Working capital inflow of around EUR7 million over financial
years (FY) 2018-2019 and broadly neutral working capital in
subsequent years

  - Capex of around EUR40 million in FY18 and around EUR20
million-25 million a year in the following years

  - Smaller acquisitions of around EUR5 million a year

  - Drawings under the EUR140 million factoring facility are
included in debt in line with Fitch's Corporate Rating Criteria

  - Payment of a dividend of EUR325 million in 2018 as part of
the refinancing and no dividends thereafter over the rating
horizon

Fitch's Key Assumptions for Purposes of Recovery Analysis

  - The recovery analysis assumes that Ecore would be
restructured as a going concern rather than liquidated in a
hypothetical event of default

  - Ecore's post-reorganisation, going-concern EBITDA reflects
Fitch's view of a sustainable EBITDA that is 30% below the 2017
adjusted EBITDA of EUR82.9 million. In such a scenario, the
stress on EBITDA would most likely result from a severe downturn
in the European steel market

  - Fitch has applied a distressed EV/EBITDA multiple of 5.5x to
calculate a going-concern enterprise value. This multiple is in
line with the distressed multiples typically applied in the
sector and reflects the group's market-leading position in
France, integrated position across the recycling value chain and
well-invested asset base

  - Fitch assumes a 10% administrative claim deducted from the
going-concern enterprise value

  - The waterfall assumes that EUR89 million drawn under the non-
recourse EUR140 million factoring facility and the EUR40 million
RCF rank super senior above the senior secured notes.

Its calculations against the distressed enterprise value result
in a 61% recovery for the senior secured notes, corresponding to
a 'RR3' on Fitch's recovery scale, which leads to an expected
senior secured rating of 'BB-(EXP)'/'RR3', one notch above the
Long-Term IDR of B+(EXP).

RATING SENSITIVITIES

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

  - Sustainable expansion of business with increased geographical
diversification and EBITDA above EUR100 million - along with

  - Successful execution of margin-locking strategy achieving a
sustainable gross margin/tonne and EBITDA/tonne improving through
higher-capacity utilisation over time - along with

  - FFO adjusted gross leverage sustainably below 5x and FFO
fixed-charge coverage above 3.5x

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

  - Material variations of gross margin/tonne leading to variable
earnings from year to year

  - Free cash flow/FFO to fall below 35%

  - FFO adjusted leverage sustainably above 6.0x and FFO fixed-
charge coverage below 2.5x

LIQUIDITY

Comfortable Liquidity: Fitch expects Ecore to have around EUR40
million cash on balance sheet and have available an undrawn,
committed (super senior) revolving credit facility of EUR40
million following completion of the refinancing. This represents
sufficient headroom to manage intra-year working capital
movements of around EUR20 million-30 million. Fitch expects the
group to generate free cash flow in excess of EUR25 million a
year, so that cash balances will build up over time.


GROUPE ECORE: S&P Assigns Preliminary 'B' ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to France-based scrap recycling company Groupe
Ecore Luxembourg SAS, co-controlled by private equity firm H.I.G.
Capital and the Dauphin family. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'B'
issue rating to Ecore's proposed EUR255 million senior secured
bond. The preliminary recovery rating is '3', reflecting our
expectation of meaningful recovery (50%-70%; rounded estimate:
50%) in the event of default.

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

"Our preliminary 'B' rating on Ecore reflects the company's
relatively small size, but at the same time comfortable leverage
and ability to generate a positive free cash flows. Under the
proposed EUR255 million senior secured debt issue, we expect the
company's adjusted debt to EBITDA to be at about 4.5x in the
coming years. Our current rating is somewhat capped by the short
track record under its new ownership, lack of defined financial
policy, and the ability to maintain the current business model.

"Our assessment of the company's weak business risk profile takes
into account Ecore's relatively small size with an estimated S&P
Global Ratings-adjusted EBITDA of EUR80 million-EUR90 million in
a commodity-like and mature industry, metal recycling. This,
alongside Ecore's fairly concentrated geographic footprint in EU
countries (accounting for two-thirds of total revenues, with
France accounting for 25% of total revenues) and a narrow product
portfolio focus on ferrous metal with limited added-value
services in our view, constrains our assessment of its business
risk profile. However, these weaknesses are partially mitigated
by Ecore's significant market share in France (about 20%), with a
dense collection and transportation network, long-term
relationships with about 500 customers, and the ability to export
thanks to its direct access to deep-sea water if arbitrage
opportunities arise.

"Ferrous recycling tends to be a regional business, where local
players compete for scrap collection. As such, we believe the
French market is less fragmented than other regions, with two
leading players, Derichbourg and Ecore (together, control about
45%-50% of the market) and major environmental players (about
20%), plus many small players. In our view, the similar business
models of these main companies should lead them to adopt rational
behavior with stable profitability."

Ecore bases its business model on sourcing scrap, mainly ferrous,
from medium and small industrial players or individuals,
transporting it to its processing centers, and selling it as a
shredded scrap to large steel and stainless companies (such as
Aperam, Riva, and ArcelorMittal). The end product is considered
to be a commodity, so Ecore has very limited bargaining power. As
a result, profitability is determined by purchase prices. Ferrous
scrap prices, which are highly correlated to steel prices, tend
to be volatile, and the company's ability to shorten the period
between the purchase and delivery of shredded scrap reduces its
exposure to price risk.

Following H.I.G.'s acquisition, Ecore changed its strategy by
shifting to a focus on achieving predefined margins and
decreasing its processing cycles, with key decisions being made
centrally. Previously, the company focused more on volumes and
gaining market share, from time to time speculating on future
scrap prices. On the back of this change, Ecore has significantly
improved its profitability; reported EBITDA climbed to EUR70
million in fiscal-year 2017 (ended Sept. 30, 2017), from EUR33
million in fiscal 2016 and EUR11 million in fiscal 2015, while
EBITDA was negatively affected by the aforementioned speculation.
S&P forecasts EBITDA of about EUR80 million in fiscal 2018 and
expect it will be much more stable going forward.

S&P said, "We calculate Ecore will see adjusted debt of about
EUR400 million pro forma the proposed transaction (which mainly
includes the proposed EUR255 million bond and drawings under the
factoring facilities) and adjusted debt to EBITDA of about 4.5x
in the coming two years, on the back of relatively stable
margins. In addition, we expect the company will generate
positive free operating cash flows (FOCF) supported by moderate
capital investments needs, with absolute debt remaining broadly
unchanged and that its EBITDA-to-cash-interest-cover ratios will
remain healthy, at about 3.0x-3.5x in 2019-2020. Although we
anticipate a steady improvement in Ecore's net debt position --
supported by moderate increase in EBITDA, mainly stemming from
organic growth, and operational cost discipline -- we don't net
cash in our debt calculation since we see a risk that this may be
used for dividends in the future.

"However, we see a risk of a higher leverage coming from further
dividend distribution or large debt-funded acquisitions.
Consequently, we assess the company's financial risk profile as
highly leveraged. H.I.G. and the Dauphin family ultimately co-
control the company. H.I.G. owns 43% (pending the transaction),
with the remaining shares owned by the Dauphin family (44%) and
management (13%). The company's financial policies, in terms of
leverage targets or shareholder distributions, may not be fully
predictable, in our view. The large planned dividends in 2018
limit the company's financial flexibility moving forward, which
is negative.

"The stable outlook reflects the relatively supportive credit
metrics and the ample headroom on the existing rating, but at the
same the relative short-term of track under the current ownership
and lack of defined financial policy.

"Under our base-case scenario, we project EBITDA between EUR80
and EUR90 million in fiscal-years 2019 and 2020, which would
translate into an adjusted debt to EBITDA of about 4.5x over the
next couple of years and positive free operating cash flows. This
level is well below the adjusted debt to EBITDA below 6.5x
(taking into account scrap prices) that we considered as
commensurate with the preliminary 'B' rating.

"An upgrade would be subject to the company's ability to maintain
adjusted debt to EBITDA below 5.0x, and its willingness to
maintain such a level over time. In our view, such a track record
could be built over the next 12-18 months." However, this
timeline cane be shorter if the company adopts more a supportive
financial policy, backed up by its shareholders. Other factors
include a positive FOCF and adequate liquidity.

In addition, an upgrade would be also linked to a longer track
record of more stable profitability at the current levels or
above.
S&P said, "We see the risk for rating downside as remote in the
coming 12-18 months. We would see rating pressure emerge if
profits weaken and became more volatile than expected due to
operational issues or inability to withstand severe price
variations. Under this scenario, an EBITDA contraction to about
EUR65 million, with unchanged debt levels, would result in
adjusted debt to EBITDA of more than 6.5x, which could trigger a
downgrade.

"Alternatively, we could downgrade Ecore if its DCF turned
negative following a step-up in acquisitions or dividends."


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G E R M A N Y
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ADVEO DEUTSCHLAND: Invokes Pre-Insolvency Protection Mechanism
--------------------------------------------------------------
Reuters reports that Adveo Group International SA on Nov. 9 said
its group affiliate in Germany Adveo Deutschland Gmbh invoked
pre-insolvency protection mechanism foreseen under German law.

According to Reuters, as a consequence, the company can't be
claimed by its creditors during negotiations related to
refinancing.

The adoption of the protection mechanism, which can last for up
to three months, does not imply any changes in the current
activity of the company, Reuters notes.

The company continues exploring alternatives for its refinancing,
Reuters states.


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I R E L A N D
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GOLDENTREE LOAN 2: Fitch Assigns B-(EXP)sf Rating to Cl. F Debt
---------------------------------------------------------------
Fitch Ratings has assigned GoldenTree Loan Management EUR CLO 2
DAC expected ratings, as follows:

EUR2.0 million Class X: 'AAA(EXP)sf'; Outlook Stable

EUR240.0 million Class A: 'AAA(EXP)sf'; Outlook Stable

EUR19.0 million Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR20.0 million Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR27.7 million Class C: 'A(EXP)sf'; Outlook Stable

EUR26.5 million Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR24.3 million Class E: 'BB-(EXP)sf'; Outlook Stable

EUR10.2 million Class F: 'B-(EXP)sf'; Outlook Stable

EUR35.4 million subordinated notes: not rated

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

GoldenTree Loan Management EUR CLO 2 DAC is a cash flow
collateralised loan obligation (CLO) comprising primarily
European senior secured obligations (at least 96%) with a
component of senior unsecured, mezzanine and second-lien
obligations. Net proceeds from the issue of the notes will be
used to purchase a collateral portfolio with a target par of EUR
400 million.

The collateral portfolio will be actively managed by GoldenTree
Loan Management LP. The CLO envisages a 4.5 year reinvestment
period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 32.6.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rating (WARR) of the
identified portfolio is 64.2%.

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.

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. 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.

Limited Interest Rate Risk

Up to 10% of the portfolio can be invested in unhedged fixed-rate
assets, while fixed-rate liabilities represent 5.0% of the target
par. Fitch modelled both 0% and 10% fixed-rate buckets and found
that the rated notes can withstand the interest rate mismatch
associated with each scenario.

RATING SENSITIVITIES

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


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


BANCA CARIGE: Shares Suspended Ahead of Board Meeting
-----------------------------------------------------
Rachel Sanderson at The Financial Times reports that
shares in Italian midsized bank Carige are suspended ahead of a
board meeting that was expected to pave the way for EUR400
million of bond issues, a tranche of which could be underwritten
by Italy's largest banks.

Italy's stock market regulator Consob is expected to issue a
statement on the share suspension shortly, the FT notes.

Carige's board was set to meet on Nov. 12 after months of being
in the crosshairs, as European regulators have drawn attention to
its weak capital and governance, the FT relates.

The board was expected to give the green light to the issue of a
EUR400 million bond, the FT discloses.  It would also make a
formal request for financial support from Italy's interbank fund,
which is made up of contributions from Italy's banking system,
the FT relays, citing two people familiar with the discussions.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Oct. 12,
2018, Fitch Ratings downgraded Banca Carige's Long-Term Issuer
Default Rating to 'CCC+' from 'B-' and the bank's Viability
Rating to 'ccc+' from 'b-'. The ratings have been placed on
Rating Watch Negative.  The downgrade reflects Fitch's view that
the bank's failure is a real possibility because Fitch believes
that it will be challenging for the bank to strengthen its
capital, which could ultimately lead to regulatory intervention.
The bank currently does not meet its Pillar 2 requirement for
total capital and plans to issue Tier 2 debt to reach it, which
is likely to be difficult in the changed market conditions for
Italian banks. Carige's largest shareholder has stated it would
support the bank but has not made a firm commitment to subscribe
to the entire EUR200 million of Tier 2 debt the bank plans to
issue.


SNAITECH SPA: Moody's Withdraws B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of SNAITECH
S.p.A., including the B2 Corporate Family Rating and B2-PD
Probability of Default Rating, following repayment of the rated
debt.

RATINGS RATIONALE

Snaitech's rated debt was repaid on November 7, 2018, following
completion of its acquisition by Playtech plc on June 8, 2018. At
the time of the withdrawal all ratings were under review for a
possible upgrade.


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


ZABRZE CITY: Fitch Affirms BB+ Long-Term IDRs, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Zabrze's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'BB+' and
National Long-Term rating at 'BBB+(pol)'. The Outlooks are
Stable.

The affirmation reflects Fitch's view that Zabrze's operating
performance will remain modest. The ratings also incorporate the
city's moderate direct debt and its substantial indirect risk.
The Stable Outlook reflects Fitch's view that despite expected
modest operating results in the medium term, direct debt ratios
will remain in line with a 'BB+' rating.

KEY RATING DRIVERS

Fiscal Performance: Neutral/ Stable

In 1H18, Zabrze's operating results were supported by good
development of personal income tax and by one-off revenues.
Zabrze reported better operating results than in 1H17, with a
current balance of PLN6.6 million as current revenue growth of 8%
(1H17 by 5.5%), outpaced current expenditure growth of 4.9%
(1H2017 by 7.1%).

Fitch expects that expenditure may accelerate towards the end of
the year in light of persisting opex pressure, especially on
education following a state-initiated educational reform and
increase of salaries following the general market trend. From
2019, the city's operating performance could be supported by
additional revenue from property tax, following the completion of
several private investments in the city. The city has also some
ability to increase its revenue as local tax rates are below the
maximum legal limit.

Fitch estimates the city's total capital expenditure will average
PLN140 million annually or 14% of total expenditure. Fitch
expects capex to be at least half funded by capital revenue
(mainly by EU grants) and from new debt. In medium term, the
city's capital spending on its shareholdings will be high, at
about PLN50 million annually, reducing Zabrze's capex financing
flexibility for other purposes.

Debt: Neutral/Stable

Direct debt will gradually grow as a result of financing the
city's investments but will remain below 65% of current revenue
or PLN552 million in 2020 (2017: PLN440 million). Simultaneously,
indirect risk (debt of municipal companies and guarantees) should
gradually decline (2017: PLN332 million) in line with the city's
medium-term goal. Fitch expects that net overall risk to current
revenue will gradually improve in the medium term to around 95%
in 2020 from 107% in 2017.

Management: Neutral/Stable

Zabrze's authorities are following a moderate development
strategy. This balances financing needs for a high standard of
municipal services and investment projects to improve living in
the city, against the burden for citizens from the local taxes
and fees it sets. Consequently, Zabrze's local tax and fee rates
are moderate, and the city has non-compulsory spending in its
budget. One of the administration's challenges remains the
football club, as it needs continuous financial assistance and
results in high indirect risk.

Economy: Neutral/ Stable

Zabrze is a medium-sized city by Polish standards (176,000
inhabitants), located in the Slaskie Region and part of the Upper
Silesian Agglomeration (two million inhabitants). GDP per capita
in 2015 (last available data) for the Gliwicki sub-region, where
Zabrze is located was 120% of the national average but this
probably overestimates Zabrze's performance. Zabrze's local
economy is dominated by industry and construction (45.8% of the
sub-region's GVA in 2015), above 35% of the average for Poland.

Institutional Framework: Neutral/Stable

Fitch assesses the regulatory regime for Polish LRGs as neutral.
LRGs' activities and financial statements are closely monitored
and reviewed by the central administration. Disclosure in the
LRGs' accounts is more than adequate. The main revenue sources
such as income tax revenue, transfers and subsidies from the
central government are centrally distributed according to a
legally defined formula, which limits the central government's
scope for discretion.

RATING SENSITIVITIES

The ratings could be downgraded if net overall risk grows above
130% of current revenue accompanied by weak operating
performance, leading to a debt payback ratio exceeding 20 years.

A sustained improvement in Zabrze's operating performance,
leading to a debt payback ratio of below 10 years, coupled with
net overall risk stabilisation below 100% of current revenue
would lead to an upgrade.


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


BID BANK: Put on Provisional Administration, License Revoked
------------------------------------------------------------
The Bank of Russia, by its Order No. OD-2902, dated November 7,
2018, revoked the banking license of Moscow-based credit
institution Joint-stock Company Bank for Innovation and
Development or JSC BID Bank (Registration No. 2647) from
November 7, 2018.  According to its financial statements, as of
October 1, 2018, the credit institution ranked 286th by assets in
the Russian banking system.

The operations of JSC BID Bank were found to be non-compliant
with the law and Bank of Russia regulations on countering the
legalization (laundering) of criminally obtained incomes and the
financing of terrorism with regard to the completeness and
reliability of information provided to the authorized body about
operations subject to obligatory control.

JSC BID Bank has long been in the purview of the Bank of Russia
due to the bank's suspicious transit transactions.  Despite the
measures taken by the supervisor against the bank the volume of
the said operations continued to rise in 2018 Q2 and Q3.  High
risk transit deals largely related to selling cash by trade
companies accounted for a major portion in the said transactions.
Therefore, AML/CFT internal controls of JSC BID Bank cannot be
recognized as effective.  These circumstances showed that the
management and owners of the credit institution were reluctant to
take any efficient measures to preclude the bank's involvement in
suspicious activity of its customers.

The Bank of Russia repeatedly (6 times over the last 12 months)
applied supervisory measures against JSC BID Bank, including two
restrictions on household deposit taking.  Meanwhile, the credit
institution repeatedly violated the said restrictions.

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

The Bank of Russia took this decision due the credit
institution's failure to comply with federal banking laws and
Bank of Russia regulations, repeated violations within one year
of the requirements stipulated by Articles 7 (except for Clause 3
of Article 7) and 7.2 of the Federal Law "On Countering the
Legalisation (Laundering) of Criminally Obtained Incomes and the
Financing of Terrorism", and the requirements of Bank of Russia
regulations issued in compliance with the indicated Federal Law,
and taking into account repeated applications within one year of
measures envisaged by the Federal Law "On the Central Bank of the
Russian Federation (Bank of Russia)".

Following banking license revocation, JSC BID Bank's professional
securities market participant license was also cancelled.

The Bank of Russia, by its Order No. OD-2903, dated November 07,
2018, appointed a provisional administration to JSC BID 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.

JSC BID 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.

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


KRASNOYARSK REGION: Fitch Affirms BB+ LT IDRs, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the Russian Krasnoyarsk Region's Long-
Term Foreign- and Local-Currency Issuer Default Ratings at 'BB+'
with a Stable Outlook and Short-Term Foreign-Currency IDR at 'B'.
The region's senior debt long-term rating has been affirmed at
'BB+'.

KEY RATING DRIVERS

Fiscal Performance Assessed as Neutral/Stable

Fitch's rating case expects the region's operating balance to
consolidate at 10%-12% of operating revenue over the medium term,
close to the 2016-2017 average. This will be supported by further
expansion of the region's strong tax base on the back of the
national economic recovery and continuous cost-effective
management.

During 8M18, the region collected 61% of revenue budgeted for a
full year and incurred 57% of full-year expenditure, which led to
an almost balanced budget with a marginal RUB1.4 billion deficit.
Fitch expects that acceleration of spending in the 4Q18 --
particularly capex -- will lead to a higher deficit at around 4%
of total revenue for the full year. Overall, the deficit before
debt will likely to remain in the moderate range of 3%-5% over
the medium term, despite material capex justified by the final
stage of preparation for the Universiade 2019 - an international
student sport event to be held in the region.

Debt and Other Long-Term Liabilities Assessed as Neutral/Stable
Fitch expects direct risk will remain moderate over the medium
term at below 60% of current revenue (2017: 50.5%) while the debt
payback ratio (direct risk to current balance) will be in the
range of six to eight years (2017: 6.3 years). The region's
direct risk increased to RUB109.0 billion as of October 1, 2018
from RUB99.4 billion at the start of the year as the region
issued RUB24 billion amortising domestic bonds with final
maturity in 2025 to fund its investments and refinance part of
the debt due in 2018.

Issued debt dominates direct risk, composing 68% of the total. It
is followed by budget loans, which make up 22% of the portfolio,
while the remainder is medium-term bank loans. Like the majority
of Russian regions, Krasnoyarsk participates in the budget loans
restructuring programme initiated by the federal government at
the end of 2017. According to the programme, the maturity of
RUB23.4 billion budget loans, which were granted to the region in
2015-2017, have been prolonged until 2024 with most of payments
to be made closer to the end of maturity.

Nevertheless, the region remains exposed to some refinancing
pressure as around 30% of direct risk is to be repaid in 2018-
2020. Fitch estimated the weighted average life of debt at about
four years, which is short compared with international peers.
Refinancing risk is mitigated by the region's good access to the
capital market.

Economy Assessed as Neutral/Stable

The regional economy, which is based on rich natural resources,
is strong in the national context. Its wealth metrics are above
the national median with GRP per capita at 178% of the national
median in 2016. Meanwhile, the region's economy remains
concentrated as the top 10 taxpayers composed around 50% of the
region's tax revenue in 2015-2017. The region's prime industries,
which are non-ferrous metallurgy, oil and gas mining and hydro-
power generation, follow the business cycles and commodity price
fluctuations, which expose the region's revenue to volatility.
GRP grew 4% in 2017 after two years of contraction. The regional
government expects modest growth of GRP at 1.5%-3% in 2018-2020,
which is close to Fitch's forecast of 1.5%-2.0% growth for the
national economy in 2018-2020.

Management and Administration Assessed as Neutral/Stable

Management has a prudent and coherent budgetary policy.
Krasnoyarsk has a three-year budget, i.e. for 2018-2020, which
targets both infrastructure and social development. Among the
most important investment projects is preparation for the
Universiade 2019, but also construction of new schools and three
large healthcare facilities. Debt management is sound, with
domestic bonds dominating the portfolio.

At the same time, like most Russian local and regional
governments (LRGs), the regional budgetary policy is strongly
dependent on the decisions of the federal authorities and
constrained by an inflexible revenue and expenditure framework.

Institutional Framework Assessed as Weakness/Stable

The region's credit profile remains constrained by the weak
institutional framework for Russian LRGs, which has a shorter
record of stable development than many of its international
peers. This leads to lower predictability of Russian LRGs'
budgetary policies, which are subject to the federal government's
continuous reallocation of revenue and expenditure
responsibilities within government tiers.

RATING SENSITIVITIES

An operating balance above 10% of operating revenue on a
sustained basis accompanied by sound debt metrics, with a direct
risk-to-current balance (2017: 6.3 years) below the weighted
average life of debt (2017: 3.9 years) could lead to an upgrade.

Resumed deterioration of budgetary performance leading to
operating balance insufficient to cover interest expenditure
accompanied by growth of direct risk above 65% of current revenue
could lead to a downgrade.


OPORA JSC: Bankruptcy Petition Filed in Ryazan Arbitration Court
----------------------------------------------------------------
Considering the fact that Joint-stock Company Insurance Company
Opora (hereinafter, the Company) failed to properly execute Bank
of Russia instructions and violated the requirements for
maintaining financial stability and solvency, according to Bank
of Russia Orders No. OD-1686 and No. OD-1690, dated July 5, 2018,
the Company's insurance licenses were suspended and a provisional
administration was appointed.

The Company's failure to timely remedy breaches of insurance
regulations entailed the revocation of its insurance licenses, by
virtue of Bank of Russia Order No. OD-1883, dated July 26, 2018.

The provisional administration, acting within its mandate,
established the facts suggesting that the Company's officials had
performed actions to divert assets through securities buy/sell
operations, property disposal, assignment of claims to the
Company's shares in a legal entity's authorized capital, as well
as loan provision.

The provisional administration estimates the value of the
Company's property (assets) to be insufficient to fulfill its
liabilities to creditors and mandatory payment obligations.

Given the situation, the provisional administration applied to
the Court of Arbitration of the Ryazan Region to declare the
Company bankrupt.  The hearing was scheduled for November 6,
2018.

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

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


===========
S E R B I A
===========


SERBIA: Fitch Affirms BB Long-Term IDRs, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Serbia's Long-Term Foreign- and Local-
Currency Issuer Default Ratings at 'BB'. The Outlook is Stable.

KEY RATING DRIVERS

Serbia's ratings are supported by governance, human development
and ease of doing business indicators that exceed the majority of
'BB' category sovereigns. The presence of an IMF Policy-
Coordinated Instrument (PCI) provides an anchor on reform and
policy direction consistent with further strengthening of
macroeconomic fundamentals and public debt reduction. However,
Serbia's ratings are constrained by its lower growth potential,
as well as higher level of public and net external debt ratios to
GDP relative to category peers.

Serbia's economic recovery has been stronger than Fitch expected.
Economic growth in 1H18 accelerated by 4.9%, boosted by a strong
pick-up in investment activity, as well as higher growth in both
household and government consumption. Positive contributions from
domestic demand offset negative net exports, where imports of
investment-related goods outpaced positive export activity. The
stronger cyclical rebound has led Fitch to revise up its real GDP
forecast by 0.8pp, with the agency now expecting growth in 2018
to reach 4.3%, before moderating towards an average of 3.2% in
2019-2020. Despite the near-term pick-up in cyclical growth,
Serbia's medium-term potential growth is constrained by several
factors, including negative population growth and relatively low
domestic savings ratio.

An improved macroeconomic environment and higher portfolio
inflows have strengthened the RSD/EUR exchange rate, although the
pace of appreciation has slowed in 2018 compared with 2017 (0.3%
year-to date vs 4.2% in 2017). Net FX purchases by the National
Bank of Serbia (NBS) amounted to EUR1.6 billion as of end-
September, and have helped stem appreciation. Meanwhile inflation
remains subdued, and Fitch expects it to average 2.0% in 2018
before picking up towards the NBS inflation target of 3.0% in
2019.

Serbia's public finances are expected to record another surplus
this year. While government spending increased in areas of public
sector salaries, social welfare and capital investment, revenue
growth has remained strong against the favourable cyclical
backdrop. As a result, Fitch has left its 2018 forecast for a
fiscal surplus of 0.5% of GDP unchanged. For 2019, the government
has agreed with the IMF to target a fiscal deficit of 0.5% of
GDP. Fiscal priorities in the 2019 budget (still in its draft
stages) are likely to include an increase in public investment,
reduction in the labour tax burden, and measures to improve
standards of living, using fiscal space generated by previous
consolidation.

Serbia's general government debt ratio is forecast by Fitch to
reach 54.0% of GDP in 2018, 4.7pp lower than 2017's debt ratio of
58.7%. Persistent primary fiscal surpluses have helped put debt
on a firm downward trajectory, but fiscal risks remain. Serbia's
debt structure is more exposed to FX risk than its peers, with
the share of FX-denominated debt to total debt at 72%, compared
with the current 'BB' median of 61%. Contingent liabilities from
state-owned enterprises (approximately 4.0% of GDP) are
incorporated in the general government debt number and regularly
crystallise onto the budget.

Net external debt (25.0% of GDP in 2017) is above the current
'BB' median (9.5% of GDP). The majority of external debt is owed
by the sovereign, and by the non-bank private sector, where risks
are partly mitigated by a large proportion of intercompany
lending (around 75% of total non-bank private sector
liabilities). Fitch expects a stabilisation in the net external
debt ratio in 2018-2019. In both years, net inflows of FDI are
projected to cover current account deficits forecast at 5.6% of
GDP and 4.9% of GDP, respectively.

Banking sector asset quality and capitalisation continue to
improve. By end August 2018, non-performing loans were 6.5%,
compared with a peak of 23.2% in May 2015. Meanwhile, the average
capital adequacy ratio of the sector was 22.9% compared with
22.6% at end-2017. Excluding the effects from ongoing write-off
of non-performing loans (NPLs) in the sector, total credit growth
in 1H18 averaged a robust 14.2% year-on-year, with corporate and
household credit growth up 14.3% and 14.6%, respectively. Planned
restructuring of state-owned banks (SOBs), which account for 16%
of total banking sector assets (11.5% of GDP), should further
strengthen the banking sector. Progress in addressing weaknesses
in SOBs has been slow. However, authorities have begun the
progress of seeking a financial adviser for the privatisation of
Komercijalna Banka (Serbia's third-largest bank, accounting 10.8%
of banking sector assets).

The government remains committed to EU integration. However,
progress towards the 2025 target for membership remains
constrained by delays in the implementation of institutional
reform, most notably in the area of anti-corruption, and poor
relations with regional neighbours. Meanwhile, progress under the
new IMF 30-month PCI support programme (signed in July following
the successful completion of a Stand-By Arrangement in February)
has been positive and serves an important anchor for maintaining
fiscal and macro-economic stability.

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

Fitch's proprietary SRM assigns Serbia a score equivalent to a
rating of 'BB+' on the Long-Term FC IDR scale.

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

  - Macroeconomics: -1 notch, to reflect relatively weak medium-
term growth potential due to structural rigidities (including
high unemployment, large informal economy and adverse
demographics and the large and inefficient public sector).

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

RATING SENSITIVITIES

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

  - An improvement in medium-term growth prospects without
creating macro-economic imbalances.

  - Fiscal consolidation resulting in a further reduction in the
government debt-to-GDP ratio.

  - Reduction in external vulnerabilities.

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

  - A significant fiscal loosening that leads to a trend increase
in the government debt burden.

  - A recurrence of exchange rate pressures leading to a fall in
reserves and a sharp rise in debt levels and interest burden.

  - Worsening of external imbalances leading to increased
external liabilities.

KEY ASSUMPTIONS

  - Fitch assumes that EU accession talks will remain an
important policy anchor.

The full list of rating actions is as follows:

Long-Term Foreign-Currency IDR affirmed at 'BB'; Outlook Stable

Long-Term Local-Currency IDR affirmed at 'BB'; Outlook Stable

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

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

Country Ceiling affirmed at 'BB+'

Issue ratings on long-term senior unsecured debt affirmed at 'BB'

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


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


COLOUR BIDCO: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a definitive B3 corporate
family rating and a first-time B3-PD probability of default
rating to Colour Bidco Limited. Concurrently, Moody's has also
assigned definitive B3 ratings to the GBP260 million senior
secured first lien term loan B and pari passu ranking GBP40
million revolving credit facility for which Colour Bidco Limited
is the primary borrower. These actions follow the receipt of
consolidated audited financial statements at the level of Colour
Bidco Limited. The outlook on all ratings remains stable.

RATINGS RATIONALE

Moody's definitive ratings are unchanged compared to the
provisional ratings assigned in November 2017 and follow Moody's
review of the final debt documentation. Creditor protections were
at least on par with assumptions factored into the provisional
ratings whilst the 525 bps interest margin on the term loan B was
higher than expected and contributes to weaker interest cover and
free cash flow, which Moody's calculates after interest payments.

NGA UK's ratings are weakly positioned. The group's adjusted
leverage (measured by Moody's adjusted gross debt to EBITDA after
the capitalisation of software development costs and including
certain pro-forma adjustments) stood around 7.0x at the end of
the fiscal year 2018, ending April 30, 2018, a quarter after
closing of the LBO transaction. The adjusted leverage was higher
than Moody's expectation following a (5%) decline in revenues and
EBITDA in fiscal 2018. The reduction was mainly caused by the
lack of new software sales, a key driver of operating
performance, which management attributes to distraction related
to the carve-out process. In addition, NGA UK drew under its RCF
to fund transaction costs, contributing to the higher leverage.
Despite stable EBITDA in Q1 fiscal 2019, Moody's estimates that
adjusted leverage at the end of the quarter was approximately
7.5x as a result of the partial debt financing of the acquisition
of UK cloud benefits software provider Benefex and further RCF
drawings.

Moody's forecasts that revenue and EBITDA will show very modest
growth in fiscal 2019 such that Moody's adjusted debt/EBITDA will
be around 7.0x in the next 12 to 18 months, helped by some
reduction in the pension liability.

Similarly to revenue and EBITDA, free cash flow (FCF) generation
at NGA UK has trailed behind Moody's expectations since the LBO.
For the last twelve months (LTM) ended July 2018, the rating
agency estimates that FCF was modestly positive, taking into
account (1) the Benefex EBITDA and (2) a full 12 months of
interest under the capital structure, inclusive of the new second
lien facility.

For fiscal 2019, Moody's forecasts breakeven free cash flow based
on limited variations in cash flow items versus the LTM July 2018
but further cash outflows related to transformation initiatives,
which exceed Moody's original forecast. As a result, Moody's
expects that the RCF will be partially repaid only in fiscal
2020, when FCF will reach at least GBP5 million.

NGA UK's liquidity profile is adequate but tight because of RCF
drawings used to fund transaction and transformation costs. At
the end of July 2018, the group had GBP6 million of cash on
balance sheet and Moody's does not expect any free cash flow
generation in fiscal 2019. NGA UK currently has GBP13 million
available under its 6-year GBP40 million RCF. The rating agency
anticipates that the springing senior secured net leverage
covenant will be tested later this fiscal year but the group will
maintain material headroom versus the test level of 9.05x.

The B3-PD PDR is in line with the CFR because Moody's assumes a
50% family recovery rate. It reflects the two-lien debt structure
as well as the cov-lite debt package.

RATING OUTLOOK

The NGA UK's stable outlook assumes (1) no further deterioration
in management EBITDA and Moody's adjusted leverage not materially
exceeding 7.0x on a sustainable basis, (2) breakeven to positive
FCF generation as well as adequate liquidity, and (3) no material
debt-funded acquisitions or shareholder distributions.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure is unlikely at the moment but could
materialise should NGA UK (1) reduce Moody's adjusted gross
debt/EBITDA (after the capitalisation of software development
costs) towards 6.0x, (2) raise FCF/debt to at least 5% on a
sustainable basis, and (3) exhibit an improved liquidity profile.

Conversely, NGA UK's ratings could come under negative pressure
if the criteria for a stable outlook were not to be met, in
particular if (1) FCF became negative or the group's liquidity
position deteriorated further, including as a result of
restructuring costs or RCF drawings and (2) the group incurred
any additional debt to fund acquisitions or shareholder
distributions.

PRINCIPAL METHODOLOGY

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


CO-OPERATIVE BANK: Won't Be Put Up for Sale, New Boss Says
----------------------------------------------------------
Lucy Burton at The Sunday Telegraph reports that the new boss of
Co-op Bank has insisted he has no desire to put the bank up for
sale amid speculation that it is about to be put on the block.

Former Lloyds executive Andrew Bester, once tipped as a potential
successor to Lloyds boss Antonio Horta-Osorio, told The Sunday
Telegraph he was not interested in a "quick fix" as the stricken
bank fights to recover from its near-collapse five years ago.

Dismissing rumors that the bank will have to hoist up a "for
sale" sign in the coming months, Mr. Bester, as cited by The
Sunday Telegraph, said: "We're not looking [to do a deal].  It's
really about a multi-year transformation, it isn't about 'let's
sell the business'."

                       About Co-operative Bank

The Co-operative Bank plc is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,
Manchester.

In 2013-2014, the Bank was the subject of a rescue plan to
address a capital shortfall of about GBP1.9 billion.  The Bank
mostly raised equity to cover the shortfall from hedge funds.

In February 2017, the Bank's board announced that they were
commencing a sale process for the Bank and were "inviting
offers."

The Troubled Company Reporter-Europe reported on Aug. 17, 2018,
that Moody's Investors Service (Moody's) upgraded the standalone
baseline credit assessment (BCA) and the long-term deposit rating
of The Co-operative Bank Plc to caa1 from caa2 and to Caa1 from
Caa2 respectively. The outlook on the long-term deposit ratings
has been changed to stable from positive.

The upgrade of The Co-operative Bank's BCA to caa1 from caa2
reflects the bank's improvements in asset risk and higher
capitalisation, which are counterbalanced by persistent losses
and very high operational risk.

The Co-operative Bank's stock of problem loans has materially
reduced; in December 2017 they accounted for 2.4% of gross loans,
down from the 11% peak in 2012.  The reduction has been mainly
driven by very large disposals made by the bank.  In particular,
a very weak residential mortgage portfolio, known as "Optimum",
fell to less than GBP0.6 billion in December 2017 from its peak
of GBP7.3 billion in 2013.


TURBO FINANCE 8: S&P Assigns BB (sf) Rating to $2.8MM Cl. E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Turbo Finance 8
PLC's asset-backed floating-rate class A, B, C (Dfrd), D (Dfrd),
and E (Dfrd) notes. The issuer also issued unrated fixed-rate
subordinated class F notes. The proceeds from the class F notes
were used to fund the initial cash reserve.

The collateral backing the notes comprises fixed-rate U.K. auto
loans originated by FirstRand Bank Ltd.'s London Branch (FRB
London). FRB London is one of the largest independent auto
lenders in the U.K., where it operates under the commercial name
MotoNovo Finance (MotoNovo), with a focus on used car financing.

The receivables arise under hire purchase (HP) agreements and
personal contract purchase (PCP) agreements granted to commercial
and private borrowers for the purchase of used and new vehicles
(including motorcycles, scooters, and light commercial vehicles).

The transaction uses a pass-through combined waterfall structure
and implements a default and voluntary termination (VT)
provisioning mechanism, enabling to capture excess spread if
needed.

A combination of note subordination, a cash reserve, and any
available excess spread provides credit enhancement for the rated
notes.

FRB London is the initial servicer of the portfolio. Unlike the
predecessor transaction, Turbo Finance 7 PLC, there is not a
named back-up servicer. Following a servicer termination event,
including insolvency of the servicer, a back-up servicer would
need to be appointed to assume servicing responsibility for the
portfolio.

The issuer is exposed to counterparty risk through HSBC Bank PLC,
as bank account provider, and BNP Paribas as the interest rate
swap provider.

RATING RATIONALE

S&P said, "Economic Outlook In our base-case scenario, we
forecast that the U.K. will record GDP growth of 1.3% in 2019,
1.5% in 2020, and 1.2% in 2021, compared to 1.3% in 2018. At the
same time, we expect the unemployment rate will increase to 4.3%
in 2019, 4.5% in 2020, and 4.6% in 2021, from 4.1% in 2018. In
our view, changes in GDP growth and the unemployment rate are key
determinants of portfolio performance.

"Based on our forecast for modest economic growth, slightly
rising unemployment, and increasing real wages in the U.K., we
expect U.K. auto asset-backed securities (ABS) performance will
generally remain stable over the next 12-24 months. However, high
growth rates in consumer credit in recent years could result in a
moderate performance deterioration.

"Our forecast remains predicated on the assumption that the U.K.
and the EU will ultimately strike a deal on Brexit, and that
there will be a transition phase lasting through 2020." With the
U.K. and EU views on a Brexit deal still wide apart, time is
running out to reach an agreement and have it ratified by the
remaining 27 EU countries and the U.K. parliament. Moreover,
there is no clear majority view within the U.K. cabinet or
parliament on what form Brexit should take. As a result, there is
an increasing risk that the U.K. is heading toward the cliff-edge
of leaving the EU in April 2019 without a deal and, hence,
without the all-important transition phase. A no-deal Brexit
could push the U.K. economy into a moderate recession lasting
four to five quarters, with GDP contracting by a cumulative 2.7%
over two years, and unemployment rising from current all-time
lows of 4% to above 7% by 2020.

Operational Risk

The originator and servicer in this transaction, MotoNovo, is a
business segment of FRB London, whose parent is the second-
largest bank in South Africa measured by total assets. MotoNovo
is one of the largest independent auto lenders in the U.K.,
specializing in used car financing.

S&P said, "We believe that the company's origination,
underwriting, servicing, and risk management policies and
procedures are in line with market standards and are adequate to
support the ratings assigned. Our operational risk criteria focus
on key transaction parties (KTPs) and the potential effect of a
disruption in the KTP's services on the issuer's cash flows, as
well as the ease with which the KTP could be replaced if needed.

"Based on our view of the servicer's capabilities and the
characteristics of the underlying receivables, we believe that
the severity risk and portability risk following a disruption to
the servicer are both low. Consequently, our operational risk
criteria do not constrain the maximum potential rating assignable
to the transaction."

There is no backup servicer appointed at closing, but the
servicer may be replaced following certain termination events
including insolvency of the servicer.

Credit Risk

S&P said, "We analyzed performance data provided by the
originator at the subpool level between new and used vehicles for
both HP and PCP agreements, examining separate gross credit loss
and voluntary termination loss data, as well as recoveries. The
transaction is also exposed to market value decline risk, through
the PCP receivables, if vehicles are returned in lieu of
borrowers making the optional balloon payment. We have accounted
for potential residual value losses in our analysis. We have
analyzed credit risk by applying our European auto ABS criteria
and our European consumer finance.

"Considering our macroeconomic forecasts and the performance
trends of younger vintages in MotoNovo's managed portfolio, we
expect to see 6.25% of cumulative defaults in our base-case
scenario (including both hostile terminations and voluntary
terminations), compared with 6.0% for Turbo Finance 7 PLC. Our
base-case assumptions for Turbo 8 include 5.25% of hostile
terminations, and 1.00% of voluntary terminations. We sized
stressed recoveries of 30% for all rating levels. We sized the
applicable multiple at the 'AAA' rating for hostile terminations
at 4.7x. For voluntary terminations, the applicable multiple at
the 'AAA' rating level is 3.0x. The multiples for other rating
categories were derived based on the same point in the applicable
range outlined in our criteria.

"The transaction is also exposed to residual values through the
inclusion of PCP contracts, where the guaranteed minimum future
value amounts represent 7.3% of the total pool, or 52.2% of the
total PCP balance. We believe the high number of PCP agreements
that are due to mature in 2018 and 2019 could lead to an
oversupply of used vehicles in the U.K. Combined with negative
press regarding diesel engines, we believe this could depress the
value of secondhand vehicles and increase residual value risk. We
have accounted for this risk through stressing residual value
losses at each rating category. We assumed a vehicle turn-in rate
of 90% at contract maturity and base-case market value declines
of 40% in our 'AAA' rating scenario. After making portfolio-
specific adjustments to our base-case market value decline
assumptions, we assumed a residual value loss of 21.7% in the
'AAA' rating scenario. Lower turn-in rates and market value
decline assumptions were applied for lower rating levels,
resulting in lower stressed residual value losses."

Payment Structure And Cash Flow Analysis

There is no revolving period in the transaction. On each payment
date, the transaction uses a combined interest and principal
priority of payments, under which repayment of the notes is fully
sequential. The transaction also benefits from an amortizing
liquidity reserve, subject to a floor (minimum level). The
reserve primarily provides liquidity support to mitigate any
temporary cash flow shortfalls to pay timely interest on the
class A and B notes, and ultimately provide credit enhancement.

Interest due on the class C (Dfrd), D (Dfrd), and E (Dfrd) notes
is deferrable if available funds are insufficient to pay timely
interest. Interest payments on these notes are subordinated to
principal payment on the class A and B notes and therefore rely
on the presence of sufficient excess spread to be paid in a
timely manner. As a result, S&P's ratings on the class C (Dfrd),
D (Dfrd), and E (Dfrd) notes only address the ultimate payment of
both interest and principal. S&P's ratings on the class A and B
notes address the timely payment of interest and the ultimate
payment of principal.

S&P said, "Our analysis indicates that the available credit
enhancement for the class A, B, C (Dfrd), D (Dfrd), and E (Dfrd)
notes is sufficient to withstand our credit and cash flow
stresses at the 'AAA', 'AA', 'A', 'BBB', and 'BB' rating levels,
respectively.

Counterparty Risk

The transaction is exposed to counterparty risk in relation to
HSBC Bank, as account bank provider, and to BNP Paribas as the
interest rate swap provider.

In S&P's view, the documented replacement framework and the
remedy provisions adequately mitigate counterparty risk in line
with our current counterparty criteria.

Legal Risk

The issuer is an English special-purpose entity, which we
consider to be bankruptcy remote under our legal criteria.

S&P said, "We reviewed legal opinions confirming that the sale of
the assets would survive the seller's insolvency. We also
reviewed tax opinions addressing the issuer's tax liabilities
under the current tax legislation and believe that the issuer's
cash flows will be sufficient to meet all the tax liabilities
identified."

Commingling risk is partially mitigated by a declaration of trust
over the servicer's collection account, and we believe the cash
reserve is sufficient to cover the liquidity stress that could
arise following the servicer's insolvency. However, S&P assumed a
one-week commingling loss in its analysis as there is no minimum
required rating for the servicer's collection account provider.

S&P believes that the transaction would not be exposed to setoff
risk, as the originator is not a deposit-taking institution, and
the eligibility criteria exclude the seller's employees from the
securitization's scope.

The issuer does not have any rights to the vehicles themselves,
but only in connection with the sale proceeds of the vehicles.
Accordingly, in case of the seller's insolvency, the issuer is
reliant on any insolvency official taking appropriate steps to
sell the assets. Because the sale proceeds have been assigned to
the issuer, the insolvency official will not have any financial
incentive to take these steps as it will not benefit the
bankruptcy estate's creditors. The inclusion of an insolvency
administrator's incentive fee at a senior level in the priority
of payments mitigates this risk, in our view. In our analysis, to
account for this risk, we considered that 5% of recovery proceeds
will have to be paid to the insolvency's administrator.

Ratings Stability

S&P said, "We analyzed the effect of a moderate stress on the
credit variables and its ultimate effect on our ratings on the
notes. We ran two scenarios to test the rating's stability, and
the results are in line with our credit stability criteria."

Sovereign Risk

S&P's long-term unsolicited credit rating on the U.K. is 'AA'.
Therefore, its ratings in this transaction are not constrained by
its structured finance ratings above the sovereign criteria.

  RATINGS ASSIGNED

  Turbo Finance 8 PLC

  Class           Rating                  Amount (mil. GBP)

  A               AAA (sf)                340.800
  B               AA (sf)                 23.200
  C (Dfrd)        A (sf)                  18.000
  D (Dfrd)        BBB (sf)                10.000
  E (Dfrd)        BB (sf)                 2.800
  F               NR                      8.000

  NR--Not rated.



                            *********

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

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

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


                            *********


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

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

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

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

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

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


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