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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, February 1, 2017, Vol. 18, No. 23


                            Headlines


A Z E R B A I J A N

BANK OF AZERBAIJAN: Weak 2016 Financials Heighten Support Needs


G E R M A N Y

VEGANZ RETAIL: Unit of German Vegan Supermarket Files Insolvency
VOITH GMBH: Moody's Affirms Ba1 CFR, Outlook Remains Stable
WINDREICH AG: Founder, 7 Other Officials Face Court Charges


G R E E C E

GREECE: Fails to Bridge Differences with Creditors on Bailout
LAMBRAKIS PRESS: Two Papers to Cease Publication Over Debts


I R E L A N D

HARVEST CLO VIII: Fitch Affirms Rating on Class F Notes at 'Bsf'
HARVEST CLO VIII: S&P Affirms 'B' Rating on Class F Notes
PHOENIX PARK: Fitch Affirms Rating on Class E Notes at B-


I T A L Y

UNICREDIT BANK: Says May Fall Short of EU's Capital Targets


L U X E M B O U R G

TIGERLUXONE SARL: Moody's Cuts Corporate Family Rating to B3
TIGERLUXONE SARL: S&P Lowers CCR to 'B', Outlook Stable


N E T H E R L A N D S

BILT PAPER: Fitch Downgrades Long-Term IDRs to 'CCC'
EIGER ACQUISITION: S&P Revises Outlook to Neg. & Affirms 'B' CCR
IHS NETHERLANDS: Fitch Revises Outlook to Neg. & Affirms B+ IDR
JUBILEE CLO 2013-X: S&P Assigns Prelim. B- Rating to Cl. F Notes


R O M A N I A

OLTCHIM SA: Privatization Heads to Second Stage This Month
TRANSENERGO COM: Energy Trader Files for Insolvency


S E R B I A

FABRIKA AKUMULATORA: EPS Suspends Power Supply Over Unpaid Debts


T U R K E Y

TURKEY: S&P Affirms 'BB/B' Sovereign Credit Ratings


U N I T E D   K I N G D O M

LUDGATE FUNDING 2006-FF1: S&P Hikes Rating on Cl. E Notes to 'B+'
LUDGATE FUNDING 2007-FF1: S&P Raises Ratings on 2 Notes to 'B+'
LUDGATE FUNDING 2008-W1: S&P Raises Rating on Cl. D Notes to B+
RICHMOND UK: Moody's Assigns B2 Corporate Family Rating
TATA STEEL UK: Pension Scheme's Funding Hole May Rise to GBP2BB

* UK: Scottish Firms in Significant Distress Up 11% in 4Q 2016


                            *********


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


BANK OF AZERBAIJAN: Weak 2016 Financials Heighten Support Needs
---------------------------------------------------------------
Fitch Ratings says International Bank of Azerbaijan's (IBA,
BB/Negative/f) capital support needs have increased significantly
as a result of substantial losses posted in the bank's end-2016
regulatory accounts.

IBA's 'BB' Long-Term Issuer Default Rating (IDR) and senior debt
rating reflect Fitch's view that the bank should continue to
receive sufficient support from the Azerbaijan authorities to
ensure it can service its obligations to creditors. The bank's
'f' Viability Rating reflects Fitch's view that the bank had
failed and required support even before the latest losses.

IBA reported a AZN1.4 billion net loss for 2016 and negative
AZN0.7 billion equity at end-2016. The losses were mostly driven
by AZN1.1 billion of currency translation losses resulting from
the bank's large short unhedged currency position (AZN6 billion
at end-2016). AZN depreciated 13% against USD during 2016
(including a 10% drop in 4Q16). A further 5% fall in January 2017
means that IBA may need to book additional translation losses of
around AZN300 million.

IBA's external wholesale funding was a significant USD2.2 billion
at end-2016. The majority of these funding facilities, including
a USD500 million Eurobond issue, contain financial covenants
related to compliance with regulatory capital ratios; at end-
2016, IBA's regulatory capital ratio was negative, and therefore
less than the 10% minimum level.

IBA's liquidity buffer at end-2016 comprised around USD400
million in foreign currency and AZN5 billion (USD2.7 billion
equivalent) in local currency, although IBA's ability to exchange
these deposits into foreign currency (and thus improve the bank's
FX position and foreign currency liquidity) is currently
uncertain. The Central Bank of Azerbaijan (CBA) currently
provides only limited amounts of foreign currency to the banking
sector to reduce pressure on the exchange rate.

Fitch believes that capital and liquidity support from the
authorities should continue to be available for IBA given its
state-ownership (which increased to 91% after a AZN600 million
equity contribution in January 2017) and high systemic
importance. IBA remains the largest deposit-taker in the country
and holds substantial amounts of funding from state-owned
entities. The track record of support has improved considerably
after the authorities launched the financial recovery of IBA in
2015, primarily through purchases of problem assets from the
bank's balance sheet.

Forthcoming state support includes a further AZN5 billion of loan
transfers in 1H17 (in addition to AZN10 billion of loans
transferred in 2016) and various measures to reduce IBA's
currency mismatch, including a buyout of AZN-denominated loans
for foreign currency and the provision of an off-balance sheet
hedge to close out the remaining FX position. Fitch expects IBA's
equity to remain negative after the January injection, and so IBA
is currently negotiating an additional capital contribution from
the authorities in 1H17.

CBA's FX reserves were USD5.7 billion at end-November 2016, while
an additional USD35.8 billion of assets (equal to more than 90%
of GDP) were held by the State Oil Fund of Azerbaijan (SOFAZ) at
end-3Q16, indicating that Azerbaijan (BB+/Negative) has
sufficient financial flexibility to provide support to IBA.
According to SOFAZ's 2017 budget, it will transfer around USD4.5
billion of assets to CBA to ensure macroeconomic stability and
provide banking sector support.

If IBA suffers renewed delays with provision of capital or
liquidity support (not Fitch's base case) then the bank's ratings
may be downgraded. Although IBA has received considerable
assistance from the authorities during the last two years, it has
yet to receive required support in foreign currency, which
results in moderate uncertainty in respect to support prospects.
The Negative Outlook on IBA reflects that on the Azerbaijan
sovereign.

IBA's 'f' VR reflects the bank's very weak capitalisation, loss-
making pre-impairment performance (even before FX losses) and
large short open currency position (see Fitch Affirms
International Bank of Azerbaijan at 'BB'/Negative; Downgrades VR
to 'f' dated 22 November 2016 at www.fitchratings.com). Fitch
will upgrade the VR when IBA receives sufficient capital support
to be once more viewed as a viable entity.

IBA's ratings are:

Long-Term IDR: 'BB'; Outlook Negative
Short-Term IDR: 'B'
Viability Rating: 'f'
Support Rating: '3'
Support Rating Floor: 'BB'
Senior unsecured debt: 'BB'


=============
G E R M A N Y
=============


VEGANZ RETAIL: Unit of German Vegan Supermarket Files Insolvency
----------------------------------------------------------------
Handelsblatt Global, citing German newspaper Lebensmittelzeitung,
reports that Veganz, the first supermarket chain to completely
renounce animal products, initiated a self-administered
insolvency plan in December. At least four of nine stores in
Germany are to be shut down. The parent company Veganz GmbH is
not affected.

Handelsblatt Global relates that founder Jan Bredack concluded
that in general, the idea of a specialized chain has failed. "The
model of a vegan supermarket has been overtaken due to the
increasing supply of vegan products on the market," Mr. Bredack
told the Lebensmittelzeitung in an article published earlier in
January, Handelsblatt Global relays.

On Jan. 16, Mr. Bredack issued a press release refuting headlines
in the press claiming the parent company had to declare
insolvency, Handelsblatt Global reports. "Based on our change of
strategy towards a focus on the core business as a brand
manufacturer, we are currently restructuring our branch
business", Mr. Bredack writes. In order to achieve this, a self-
administered insolvency plan for subsidiary company Veganz Retail
GmbH was initiated, which is currently running four stores
outside of Berlin, the report relays.

Mr. Bredack opened the first Veganz supermarket in Berlin in
2011, Handelsblatt Global discloses. All of the supermarket's
inventory is vegan, from soy sausages to condoms, made without
being tested on animals.


VOITH GMBH: Moody's Affirms Ba1 CFR, Outlook Remains Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating (CFR) and the Ba1-PD probability of default rating (PDR)
of German manufacturing company Voith GmbH. Concurrently, Moody's
affirmed the Ba1 rating on Voith's EUR600 million senior
unsecured bonds. The outlook on all ratings remains stable.

RATINGS RATIONALE

"The decision to affirm Voith's Ba1 rating balances the positive
effect resulting from the cash inflow of approximately EUR 1.15
billion following the successful disposal of Voith's 25% stake in
KUKA AG, with the weaker than anticipated improvement in
operational performance in the last financial year", said
Oliver Giani, Moody's lead analyst for Voith. "While Voith Hydro
has achieved more than 5% sales growth and Voith Paper has
stabilized with some indications for a successful turnaround,
Voith Turbo has to deal with a weak market environment in
particular in the oil and mining industries resulting in a book-
to-bill ratio of 0.89x (order intake to sales)", he added. "The
cash inflow from the disposal of the Kuka stake improves Voith's
positioning in the Ba1 rating category significantly, and
provides the company with flexibility on the repositioning of its
portfolio towards growth areas, such as industrial
digitalization."

However, Voith's Ba1 ratings continue to be constrained by (1)
the cyclical nature of most of its end-customer industries; (2)
its exposure to the structurally declining paper industry through
its Paper division, which has required extensive restructuring
measures, and has not returned to a meaningful profitability yet;
(3) its still significant exposure to Europe, where almost 40% of
the group's FY15/16 revenues were generated; (4) an improved, but
still relatively weak leverage ratio which Moody's expects to
reach a level of around 4x pro-forma for a potential positive
impact of a reduction in gross indebtedness and investment in
additional businesses in 2017, but still weak profitability with
EBITA margin of 6.1%.

Voith's Ba1 ratings are however supported by its (1) market and
technology leadership in many of its relevant markets, such as
hydro power plants and paper machines; (2) very diversified and
well balanced portfolio, with the group serving many end markets,
which typically follow different cycles in terms of length and
timing, backed by healthy order backlog in excess of one year of
sales; (3) good liquidity profile; and (4) substantial financial
flexibility following the sale of its 25% stake in KUKA, which
could bring substantial additional EBITDA to the group, if these
proceeds are reinvested.

LIQUIDITY

Moody's consider Voith's liquidity to be strong. Pro-forma for
the proceeds from the KUKA stake sale the company has cash
balances in excess of EUR1.5 billion on its balance sheet. This
strong cash balance is further supported by an undrawn EUR770
million multicurrency syndicated credit facility, vast majority
of which matures in 2021, without repeating MAC clause and
financial covenants, as well as certain bilateral committed
credit facilities. These sources are sufficient to weather any
intra-year movements of working capital and to finance
restructuring cash outflows that are yet to come. Short-term debt
maturities as at FYE15/16 largely comprised of the EUR600 million
notes becoming due in June 2017.

OUTLOOK

The stable outlook reflects Moody's expectations that over the
next 12-18 months Voith's credit metrics will substantially
improve towards Moody's-adjusted debt/EBITDA of 4x and RCF/net
debt in high-teens in percentage terms, which is in line with a
Ba1 rating.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade Voith to investment grade, if its Paper
business returns to a meaningful profitability without requiring
further restructuring, which would translate to a Moody's-
adjusted EBITA margin in the high single digits, Moody's-adjusted
debt/EBITDA below 3.5x and Moody's adjusted RCF/net debt above
20%. An upgrade would also require a return to sustainable
positive free cash flow generation and some visibility on how the
proceeds from the Kuka stake sale will be reinvested.

Moody's could downgrade Voith's ratings, if its Moody's-adjusted
debt/EBITDA stays sustainably above 4.5x, Moody's-adjusted
RCF/net debt well below 20%, free cash flow remains negative for
a prolonged period of time or if its liquidity profile
deteriorates.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Voith is a diversified engineering group addressing primarily
energy, oil & gas, paper, raw materials and transport &
automotive markets. Its product offering holds leading positions
in hydro power generation, paper machine technology, and selected
niches of technical services and power transmission. Voith
employed some 20,000 people in more than 50 countries and
generated sales of EUR4.3 billion in the fiscal year ended 30
September 2016 (FY15/16). The group is privately owned by
descendants of the Voith family, but has been led by non-family
senior managers for decades.


WINDREICH AG: Founder, 7 Other Officials Face Court Charges
-----------------------------------------------------------
reNEWS reports that public prosecutors in Stuttgart have charged
Windreich AG founder Willi Balz and seven other people affiliated
with his offshore wind development company with a series of
offences following four years of investigations.

reNEWS relates that officials in Germany listed the offences as
delayed filing of insolvency, aiding and abetting at various
Windreich subsidiaries, fraud amounting to several million euros,
obtaining credit by false pretences, falsification of balance
sheets, neglect of reporting duty and fraudulent preference of a
creditor as well as insider trading.

Balz told reNEWS: "I am neither a fraudster nor a failure as a
businessman."

He added: "My businesses were not insolvent before we went into
administration. One of the problems we faced was the
undervaluation of our projects."

Investigations into Windreich started in 2013 and initially
included 20 individuals, the public prosecutors said, according
to reNEWS. Charges against 12 individuals were not pursued.

Following the charges, a regional court in Stuttgart will
determine whether to conduct penal proceedings, reNEWS adds.

Windreich AG is a German offshore wind developer.

In September 2013, Windreich filed for insolvency and its chief
executive stepped down after financing talks for a 400 megawatt
(MW) project stalled.

In November 2013, a local court in Esslingen named Holger Blumle
of the Schultze & Braun law firm as insolvency administrator.


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


GREECE: Fails to Bridge Differences with Creditors on Bailout
-------------------------------------------------------------
The Associated Press reports that Greece and its international
creditors failed on Jan. 26 to bridge their differences and move
toward finishing an important review of the bailout program that
is keeping the country's economy afloat.

The president of the group of nations using the shared euro
currency, Jeroen Dijsselbloem, chaired the talks between the
eurozone's 19 finance ministers in Brussels, the AP relates.
According to the AP, he said a few problems must still be
resolved before the bailout review can take place, including an
agreement on reforms in Greece and Greece's midterm fiscal
strategy.

Greece's debt-laden economy has been kept afloat in recent years
by tens of billions of euros in bailout loans, the AP relays.
The country's debt stands at about 180%of its gross domestic
product, the AP discloses.

The International Monetary Fund and the eurozone are at odds over
how much debt relief Greece should receive, the AP notes.  Many
in the shared currency group, led by Germany, are refusing an
outright "debt haircut", according to the AP.  Most, however,
want the IMF to remain on board the bailout program, for its
expertise as much as for the funds it has been providing, the AP
states.

Mr. Dijsselbloem, as cited by the AP, said an agreement must
still be reached over reforms to Greece's labor and product
markets, its energy sector and other areas.


LAMBRAKIS PRESS: Two Papers to Cease Publication Over Debts
-----------------------------------------------------------
Agence France-Presse reports that debt-ridden Lambrakis Press
Group announced on Jan. 28 that two historic Greek newspapers,
including the country's best-selling daily, will cease
publication.

"To Vima weekly and Ta Nea daily are forced to cease their
publication within days due to financial reasons," AFP quotes the
company as saying in a statement.

According to AFP, Lambrakis Press Group (DOL) said it "is lacking
any available resources and as a result it can't support the
printing of its newspapers and, of course, can't ensure the
unhampered operation of the other media outlets it owns".

Besides the two newspapers, DOL owns numerous magazines, news
sites and the Vima FM radio, AFP discloses.

DOL failed to pay its EUR99 million (GBP84 million) debt
obligations in December, AFP relays, citing Antonis Karakoussis,
director of the Vima newspaper and Vima FM radio.

He added that this situation was the result of the economic
crisis Greece has faced since 2010 which has already led to the
closure of many media outlets, AFP notes.

In the Jan. 28 statement, DOL accused the creditor banks of
putting the press group in a special management regime without
providing for the continuation of its publications, AFP recounts.

DOL says the creditor banks are withholding all its earnings
"whether these come from newspaper sales or from advertisements",
AFP relates.


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


HARVEST CLO VIII: Fitch Affirms Rating on Class F Notes at 'Bsf'
----------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO VIII DAC's refinancing
notes final ratings and affirmed other ratings as follows:

EUR243 million Class A: assigned 'AAAsf'; Outlook Stable
EUR47 million Class B: assigned 'AAsf'; Outlook Stable
EUR27 million Class C: affirmed at 'Asf'; Outlook Stable
EUR21 million Class D: affirmed at 'BBBsf'; Outlook Stable
EUR31 million Class E: affirmed at 'BBsf'; Outlook Stable
EUR10 million Class F: affirmed at 'Bsf'; Outlook Stable

The transaction is a cash flow collateralised loan obligations
securitising mainly European leveraged loans and bonds. The
portfolio is managed by 3i Debt Management Investments Limited.

KEY RATING DRIVERS
Average Portfolio Credit Quality
Fitch assesses the average credit quality of obligors as being in
the 'B'/'B-' category. Fitch has credit opinions on all obligors
in the underlying portfolio. The Fitch-calculated weighted
average rating factor (WARF) of the underlying portfolio is
33.48, marginally below the maximum WARF of 33.5.

Failing Weighted Average Life (WAL) Test
The WAL test is marginally failing following several repayments
in December 2016. The trustee reported WAL is 4.82 years, just
above the 4.81-year limit. Fitch believes the portfolio cannot
deteriorate further. The issuer can only reinvest principal
proceeds if the collateral quality tests are maintained or
improved, if failing.

Below Trigger Recoveries
At least 90% of the portfolio comprises senior secured
obligations. The Fitch-calculated weighted average recovery rate
(WARR) of the current portfolio is 62.7%, below the minimum WARR
of 63.2%. As per the WAL, the potential failure of the minimum
WARR test does not prevent the issuer from reinvesting principal
proceeds as it can trade on a maintained and improved basis.

Limited FX Risk
Any non-euro-denominated assets have to be hedged with perfect
asset swaps as of the settlement date. The transaction is allowed
to invest up to 30% of the portfolio in non-euro-denominated
assets. As of 30 December 2016, the underlying portfolio included
7.9% non-euro obligations.

TRANSACTION SUMMARY
The issuer is issuing new notes to refinance part of the original
liabilities. The current refinanced notes were repaid in full on
30 January 2017.

The refinancing notes bear interest at a lower margin over
EURIBOR. The remaining terms and conditions of the refinancing
notes (including seniority) are the same as the refinanced notes.
The refinancing notes cannot be refinanced on a future date.

RATING SENSITIVITIES
As the loss rates for the current portfolio are below those
modelled for the respective stress portfolio, the sensitivities
in the new issue report still apply.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY
The majority of the underlying assets 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.

SOURCES OF INFORMATION
The information below was used in the analysis.
   - Loan-by-loan data provided by Deutsche Bank as at 30
December 2016
   - Supplemental offering circular dated 26 January 2017.

REPRESENTATIONS AND WARRANTIES
A description of the transaction's representations, warranties
and enforcement mechanisms (RW&Es) that are disclosed in the
offering document and which relate to the underlying asset pool
was not prepared for this transaction. Offering documents for
EMEA leveraged finance CLO transactions do not typically include
RW&Es that are available to investors and that relate to the
asset pool underlying the security. Therefore, Fitch credit
reports for EMEA leveraged finance CLO transactions will not
typically include descriptions of RW&Es. For further information,
see Fitch's Special Report titled "Representations, Warranties
and Enforcement Mechanisms in Global Structured Finance
Transactions," dated 31 May 2016.


HARVEST CLO VIII: S&P Affirms 'B' Rating on Class F Notes
---------------------------------------------------------
S&P Global Ratings assigned its credit ratings to the class A-R
and B-R notes from Harvest CLO VIII DAC, a collateralized loan
obligation (CLO) managed by 3i Debt Management Investments Ltd.
At the same time, S&P has affirmed its ratings on the class C, D,
E, and F notes.  S&P has also withdrawn its ratings on the
original class A and B notes.

The replacement notes, issued via a proposed supplemental trust
deed, have a lower spread over Euro Interbank Offered Rate
(EURIBOR) than the original notes they replace.  The cash flow
analysis demonstrates, in S&P's view, that the replacement notes
have adequate credit enhancement available at the current rating
levels.

The transaction has experienced overall stable performance since
S&P's previous rating affirmations on Oct. 7, 2014.  All coverage
ratios are well above the minimum triggers, and the post-
refinance structure has improved S&P's cash flow results.

On the Jan. 30, 2017 refinancing date, the proceeds from the
issuance of the replacement notes redeemed the original notes,
upon which S&P withdrew the ratings on the original notes and
assigned ratings to the replacement notes.

The class C, D, E, and F notes were not refinanced as part of the
changes.  In S&P's view, the credit enhancement available to
these notes is commensurate with the currently assigned ratings.
Therefore, S&P has affirmed its ratings on these classes of notes

CASH FLOW ANALYSIS RESULTS

Current date after refinancing

Class     Amount   Interest          BDR     SDR   Cushion
      (mil. EUR)   rate (%)          (%)     (%)       (%)
A-R        243.0   3ME plus 1.10   67.41   62.12      5.29
B-R         47.0   3ME plus 1.70   63.40   54.47      8.93
C           27.0   3ME plus 2.35   58.45   48.47      9.98
D           21.0   3ME plus 3.25   53.40   42.94     10.46
E           31.0   3ME plus 4.50   40.31   36.22      4.09
F           10.0   3ME plus 5.25   34.52   30.36      4.16
3ME--Three-month EURIBOR.

Current date before refinancing

Class     Amount   Interest          BDR     SDR   Cushion
      (mil. EUR)   rate (%)          (%)     (%)       (%)
A-R        243.0   3ME plus 1.40   66.41   62.12      4.29
B-R         47.0   3ME plus 1.90   62.37   54.47      7.90
C           27.0   3ME plus 2.35   57.42   48.47      8.95
D           21.0   3ME plus 3.25   52.29   42.94      9.35
E           31.0   3ME plus 4.50   38.78   36.22      2.56
F           10.0   3ME plus 5.25   33.13   30.36      2.77
3ME--Three-month EURIBOR.

BDR--Break-even default rate. SDR--Scenario default rate.

RATINGS LIST

Harvest CLO VIII DAC
EUR425 Million Senior Secured Floating-Rate And Subordinated
Notes

Ratings Assigned

Replacement    Rating
class

A-R            AAA (sf)
B-R            AA (sf)

Ratings Affirmed

Class         Rating

C             A (sf)
D             BBB (sf)
E             BB (sf)
F             B (sf)

Ratings Withdrawn

Original           Rating
class         To             From

A             NR             AAA (sf)
B             NR             AA (sf)

NR--Not rated.


PHOENIX PARK: Fitch Affirms Rating on Class E Notes at B-
---------------------------------------------------------
Fitch Ratings has assigned Phoenix Park CLO D.A.C.'s refinancing
notes final ratings and affirmed the others, as follows:

EUR236 million class A-1-R assigned 'AAAsf'; Outlook Stable
EUR47 million class A-2-R assigned 'AA+sf'; Outlook Stable
EUR24 million class B-R assigned 'Asf'; Outlook Stable
EUR23 million class C affirmed at 'BBBsf'; Outlook Stable
EUR24 million class D affirmed at 'BB+sf'; Outlook Stable
EUR14 million class E affirmed at 'B-sf'; Outlook Stable

Phoenix Park CLO D.A.C. is a cash flow collateralised loan
obligation.

KEY RATING DRIVERS
Portfolio Credit Quality
Fitch assesses the average credit quality of obligors at
'B'/'B-'. The agency has public ratings or credit opinions on all
the obligors in the current portfolio. The weighted average
rating factor of the current portfolio is 33.4.

High Recovery Expectation
The portfolio comprises a minimum of 90% senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings to all obligations in
the initial portfolio. The weighted average recovery rate of the
current portfolio is 66.9%.

Payment Frequency Switch
The notes pay quarterly while the portfolio assets can be reset
to a semi-annual basis from quarterly or monthly. The transaction
has an interest-smoothing account, but no liquidity facility.
Liquidity stress for the non-deferrable class A-1 and A-2 notes,
stemming from a large proportion of assets potentially resetting
to a semi-annual basis in any one quarterly period, is addressed
by switching the payment frequency on the notes to semi-annual in
such a scenario, subject to certain conditions.

Limited Interest Rate Risk
No more than 10% of the portfolio may consist of fixed-rate
assets. Consequently, the majority of this risk is naturally
hedged, as all notes are floating-rate. Fitch modelled a 10%
fixed-rate bucket in its analysis, which showed that the rated
notes can withstand excess spread compression in a rising
interest rate environment.

Limited FX Risk
Any non-euro-denominated assets have to be hedged with perfect
asset swaps as of the settlement date, limiting foreign exchange
risk. The transaction is permitted to invest up to 20% of the
portfolio in non-euro-denominated assets.

TRANSACTION SUMMARY
On Jan. 30, 2017, Phoenix Park CLO D.A.C. issued the class A-1-R,
A-2-R and B-R refinancing notes, and applied the net issuance and
sales proceeds to redeem the existing class A-1, A-2 and B notes
at par (plus accrued interest). The portfolio is managed by
Blackstone/GSO Debt Funds Management Europe Limited.

In conjunction with the refinancing, certain provisions of the
transaction documents were amended. The amendment addresses
Volcker Rule concerns and results in the introduction of voting,
non-voting and non-voting exchangeable notes.

The transaction documents may be amended subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyse the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings. Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment. Noteholders
should be aware that confirmation is considered to be given if
Fitch declines to comment.

RATING SENSITIVITIES
As the loss rates for the current portfolio are below those
modelled for the respective stress portfolio, the sensitivities
shown in the new issue report still apply.

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 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.

SOURCES OF INFORMATION
The information below was used in the analysis:
   - Investor report provided by Virtus Partners as at 20
December 2016
   - Loan-by-loan data provided by Virtus Partners as at 20
December 2016
   - Offering circular provided by the arranger as at 26 January
2017

REPRESENTATIONS AND WARRANTIES
A description of the transaction's representations, warranties
and enforcement mechanisms (RW&Es) that are disclosed in the
offering document and which relate to the underlying asset pool
was not prepared for this transaction. Offering documents for
EMEA leveraged finance CLOs transactions do not typically include
RW&Es that are available to investors and that relate to the
asset pool underlying the security. Therefore, Fitch credit
reports for EMEA leveraged finance CLOs transactions will not
typically include descriptions of RW&Es. For further information,
see Fitch's Special Report titled "Representations, Warranties
and Enforcement Mechanisms in Global Structured Finance
Transactions," dated 31 May 2016.


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


UNICREDIT BANK: Says May Fall Short of EU's Capital Targets
-----------------------------------------------------------
Ben Martin at The Telegraph reports that troubled UniCredit had
been dealt a further blow after Italy's biggest bank revealed it
might still fall short of capital targets set by European
regulators despite a dramatic turnaround plan that includes a
EUR13 billion cash call.

It warned investors there was a risk the overhaul unveiled by new
boss Jean-Pierre Mustier last month would not be enough to ensure
the lender meets European Central Bank capital requirements, The
Telegraph relates.

Mr. Mustier is embarking on a painful restructuring of UniCredit
to help cut its bad debts and boost profits, The Telegraph
discloses.

According to The Telegraph, his plan includes cutting 14,000 jobs
by 2019, closing 944 of its 3,800 branches, offloading almost
EUR18 billion (GBP15.4 billion) of bad loans, and tapping
investors for EUR13 billion to shore up its balance sheet in a
rights issue that could be launched within a fortnight.

However, in a document detailing its share sale published on
Jan. 30, UniCredit cautioned that there was a risk its proposals
are "not enough to counter" the bank's capital "weakness", The
Telegraph relays.  That would mean Mr. Mustier may have to take
further action to bolster the firm, The Telegraph notes.

UniCredit, like other Italian banks, is swamped in non-performing
loans, The Telegraph states.

UniCredit S.p.A. is an Italian global banking and financial
services company. Its network spans 50 markets in 17 countries,
with more than 8,500 branches and over 147,000 employees.


===================
L U X E M B O U R G
===================


TIGERLUXONE SARL: Moody's Cuts Corporate Family Rating to B3
------------------------------------------------------------
Moody's Investors Service has downgraded German remote control
software provider TigerLuxOne S.a.r.l.'s (TeamViewer) corporate
family rating (CFR) to B3 from B2 and probability of default
rating (PDR) to B3-PD from B2-PD. The actions follow an
announcement that the company plans to raise $550 million
equivalent and $215 million of new first lien and second lien
term loans respectively, primarily to refinance existing first
and second lien debt and to fund a $287 million return of capital
to the Permira funds and other shareholders. The outlook on all
ratings remains stable.

The downgrades were driven by:

   -- Significant releveraging to approximately 6.9x Moody's
adjusted debt/cash EBITDA

   -- Aggressive financial policy of returning funds to equity
investors

   -- Weakening of free cash flow generation, owing to higher
interest payments

   -- In the context of a relatively narrow business profile for
the software sector

Concurrently, Moody's has assigned B2 ratings to the proposed new
$550 million equivalent senior secured first lien term loans and
$35 million senior secured first lien revolving credit facility
(RCF) and a Caa2 rating to the new $215 million senior secured
second lien term loan.

RATINGS RATIONALE

The downgrades primarily reflect the significant releveraging
event that the proposed transaction represents as well as an
aggressive financial policy of returning cash to shareholders.
Furthermore, the transaction will dampen TeamViewer's free cash
flow (FCF) generation after interest owing to the higher interest
costs to be incurred as a result of the increased debt quantum.

"We consider that the highly competitive markets in which
TeamViewer operates, as well as the less sticky nature of its
products versus the wider software market, currently do not
support a higher leverage compared to the original transaction "
says Frederic Duranson, a Moody's Analyst and lead analyst for
TeamViewer. "Following this transaction, Moody's also expect that
TeamViewer will deleverage more slowly than it has done since
2014, owing to lower billings growth and a higher cost base" Mr
Duranson adds.

Pro-forma for this transaction, TeamViewer's Moody's adjusted
debt/cash EBITDA will stand at approximately 6.9x at closing on a
cash EBITDA basis, compared to 4.7x at the end of September 2016,
reducing to around 6.4x by the end of 2017. Moody's also
anticipates that this transaction will result in FCF/debt of
around 5% on average in the next 18 months, albeit aided by a
one-off tax benefit in 2017.

Moody's expects that TeamViewer will experience good billings
growth in the next 12 to 18 months, in the high single digits on
average, which is lower than the circa 20% it has recorded
historically. This is accounted for by the maturity of some key
markets in Europe, the high competition in other markets like the
US and the higher reliance on new products, sales channels and
end-markets for future growth. Moody's also highlights that
TeamViewer is now operating with a larger cost base, owing to
headcount additions in sales and marketing, research and
development and the management team. This will adversely impact
profit margins in the next 12-18 months, before the group
benefits from operating leverage.

TeamViewer's B3 CFR is supported by its track record of billings
and cash EBITDA growth, underpinned by favourable trends in the
market for remote access as well as its successful positioning in
the small and medium businesses (SMBs) niche. Good cash
conversion and liquidity are also supporting factors.

Conversely, TeamViewer's credit profile is challenged by high
competition and relatively low barriers to entry in its markets,
and, whilst some diversification is under way, it remains heavily
concentrated on a single product. The B3 CFR is also constrained
by very high Moody's adjusted debt/cash EBITDA resulting from the
proposed transaction.

TeamViewer's liquidity remains good in spite of the proposed
transaction. It would leave the group with a cash balance of
circa EUR 10 million and continued access to a fully undrawn $35
million RCF at closing. The RCF will continue to have a springing
net first lien leverage covenant acting as a draw stop, tested if
35% of the facility is utilised. Scheduled debt amortisation will
be minimal -- 1% of original first lien loans -- and TeamViewer
will push term debt maturities to 2024-2025 with this
transaction.

The B3-PD, in line with the CFR, reflects the mix of first lien
and second lien instruments in the capital structure, leading to
a 50% family recovery rate. The B2 ratings assigned to the new
first lien term loans and RCF, one notch above the CFR, reflects
the cushion offered by the sizeable new $215 million second lien
term loan ranking behind, which is rated Caa2.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that TeamViewer
will continue to record stable to growing new license billings
while maintaining high update rates, leading to FCF generation
(after interest) of around EUR 30 million per annum.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could consider a positive rating action if (1) Moody's
adjusted debt/cash EBITDA decreased to well below 6.0x and; (2)
FCF/debt increased towards high single digits in percentage terms
on a sustainable basis.

The ratings could be downgraded if (1) the growth in new license
signings were negative or update rates decreased materially and
on a sustainable basis; (2) FCF fell below zero for an extended
period of time; or (3) liquidity weakened.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: TigerLuxOne S.a.r.l.

-- LT Corporate Family Rating, Downgraded to B3 from B2

-- Probability of Default Rating, Downgraded to B3-PD from B2-PD

Assignments:

Issuer: Regit Eins GmbH

-- Backed Senior Secured Bank Credit Facility, Assigned B2

Issuer: TV Borrower US, LLC

-- Backed Senior Secured Bank Credit Facility, Assigned B2

-- Backed Senior Secured Bank Credit Facility, Assigned Caa2

Outlook Actions:

Issuer: TigerLuxOne S.a.r.l.

-- Outlook, Remains Stable

Issuer: Regit Eins GmbH

-- Outlook, Remains Stable

Issuer: TV Borrower US, LLC

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in December 2015.

Based in Goeppingen, Germany, TeamViewer develops and markets its
eponymous software product for remote support, access and online
collaboration. Non-commercial use is free while businesses are
required to buy perpetual licenses or subscriptions. Paying
customers include help desk teams and a variety of SMBs. The
product has been installed on approximately 1.3 billion devices
and has around 397,000 paying customers (as of the end of
September 2016), with the most important markets being the US and
Germany (23% and 16% of billings respectively) although
TeamViewer has customers globally. TeamViewer reported EUR171
million of billings and EUR107 million of cash EBITDA in the last
twelve months to 30 September 2016.


TIGERLUXONE SARL: S&P Lowers CCR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it has lowered to 'B' from 'B+' its long-
term corporate credit rating on TigerLuxOne S.a.r.l.
(TeamViewer), a remote access software and online meeting
software provider.  The outlook is stable.

S&P also lowered to 'B' from 'B+' its long-term corporate credit
rating on TeamViewer's fully-owned financing subsidiary Regit
Eins GmbH.

At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $550 million first-lien senior secured credit
facility and $35 million revolving credit facility (RCF).  The
'3' recovery rating on the first-lien and revolving debt
indicates S&P's expectation of meaningful recovery, at the higher
end of the 50% to 70% range, in the event of a payment default.

S&P also assigned its 'CCC+' issue-level rating on the company's
proposed second-lien term loan.  The '6' recovery rating
indicates S&P's expectation of negligible (0% to 10%) recovery,
in the event of payment default.

S&P will withdraw its ratings on the company's existing first-
and second-lien debt following the debt repayment.

The downgrade follows TeamViewer's announcement that it is
seeking to raise $765 million of new senior secured credit
facilities, and it will use the proceeds, along with cash on
balance sheet to fully refinance its existing debt and distribute
a special dividend to the financial sponsor.  S&P believes that
TeamViewer's aggressive financial policies will result in
significantly weaker credit protection measures than S&P had
previously forecast.

Specifically, S&P now forecasts that TeamViewer's pro forma S&P
Global Ratings-adjusted leverage on a cash billings basis will
increase to about 6.4x at closing of the transaction--
significantly weaker than S&P's previous expectations.  S&P now
also expects that following the meaningful increase in debt, cash
flow from operations to debt will decline to only about 6% in
2017.

Somewhat offsetting this is S&P's belief that TeamViewer will
continue to experience strong billings growth and free operating
cash flow (FOCF) generation primarily thanks to continued solid
demand prospects for remote support software.  Furthermore, the
company has very high profitability and cash conversion--with
reported cash-based EBITDA margins of about 60% in 2015--relative
to its rated peers.  These factors and the company's good cost
control, and low capital and working capital intensity will
continue to provide for good deleveraging potential.

S&P's assessment of TeamViewer's business risk profile continues
to reflect the company's small size and its very narrow product
focus on remote access software and online meeting software,
which S&P views as non-mission-critical for clients.  In
addition, S&P thinks that the business risk profile is
constrained by customers' low switching costs and the industry's
low barriers to entry. Also, the company competes with much
larger, more diversified software companies with significantly
more financial resources.

These constraints are offset in part by the company's:

   -- Sound competitive position in its niche market;
   -- Wide diversity in its client base with its focus on small
      and midsize enterprises; and
   -- Relatively high profitability of about 55%-60% on a cash
      EBITDA basis.

In addition, the company benefits from favorable industry trends
leading to an increased need for remote access and support
software and, in addition, increased use cases for its products
in the area of Internet of Things which provide TeamViewer with
marked growth potential, and is further supporting its business
risk profile.

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

   -- Continued billing growth of about 15%-17% in 2017 and 2018,
      driven by new license sales and update sales from its very
      large existing customer base, underpinned by favorable
      industry trends.
   -- Following the small reduction of the adjusted cash EBITDA
      margin due to the company's strategy to increase its sales
      force, margins will remain stable at about 55%-60% in 2017
      and 2018, due to limited customer acquisition costs and a
      highly optimized cost structure.
   -- Relatively good FOCF generation of EUR35 million-
      EUR45 million in 2016 to 2018.
   -- Slightly higher capital expenditures (capex) of about
      EUR4.0 million-EUR6 million annually, which are relatively
      low, however, on an industry comparison.

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

   -- Debt to EBITDA of about 6.4x at closing, adjusted for
      operating leases and based on cash-based EBITDA.
   -- Cash from operations (CFO) to debt of about 9% in 2016 and
      about 6% in 2017.
   -- EBITDA cash interest coverage of about 3.0x in fiscal 2016,
      declining to below 2.5x in 2017 given nearly a full year of
      new debt facilities.

The stable outlook reflects S&P's expectation that TeamViewer
will have annual billings growth of more than 15% in 2017 and
2018, reported cash EBITDA margins between 55%-60%, and an
adjusted CFO-to-debt ratio of more than 5%.

Rating downside risk is currently limited due to the company's
solid free cash flow generation and adequate liquidity.

S&P would lower the long-term rating if:

   -- The company's top line saw a decline in billings or
      weakened cash generation, leading to only modest or
      negative FOCF to debt.
   -- TeamViewer's adjusted cash EBITDA margin declined to below
      40% as a result of increasing competition.

S&P could consider raising the long-term rating if the company's
CFO-to-debt ratio improved to sustainably above 10%.  S&P would
also expect the company to maintain its high cash EBITDA margin
at about 55%-60%.


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


BILT PAPER: Fitch Downgrades Long-Term IDRs to 'CCC'
----------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
on India-based paper maker Ballarpur Industries Limited (BILT)
and its subsidiary Bilt Paper B.V. to 'CCC', from 'B-' and
maintained the ratings on Rating Watch Negative (RWN).

Fitch downgraded BILT and placed it on RWN on 29 July 2016, based
on its deteriorating credit profile and significant refinancing
risks for upcoming debt maturities. BILT said in July 2016 it was
in talks to sell two of its Indian units, which would improve
liquidity, but the company has not made material progress on the
transaction. BILT's liquidity has worsened since Fitch's previous
downgrade, and operations were curbed due to inadequate working
capital, In addition, without an asset sale, there is greater
risk it will not be able to address debt maturities, resulting in
the downgrade to 'CCC'.

The company is aggressively pursuing several options to secure
funding and monetise assets to meet its repayment obligations.
The RWN reflects the risk that the company would have exhausted
almost all possible remedies to avoid a debt default or
restructuring if the current negotiations are delayed or fail. If
BILT's latest efforts do not conclude favourably within six
months, Fitch will take further negative rating action.

KEY RATING DRIVERS

Worsening Liquidity Position: BILT reported cash of just INR39m
at end-September 2016, and incurred an EBITDA loss of INR62m in
the first half of the financial year to 31 March 2017 (FY17).
This compared with cash of INR2.5bn at end-March 2016 and EBITDA
of INR7.1bn in FY16. At end-March 2016, it also had INR20.6bn of
short-term debt and INR9.2bn of long-term debt maturing in FY17.
BILT would face challenges in addressing its long-term debt
repayments, even if it is able to roll over its short-term debt.
Fitch believes existing lenders are unlikely to be willing to
grant further credit to BILT given its minimal cash balances and
weak operating cash flow. Consequently, BILT may need to turn to
other funding sources or asset sales to address the liquidity
shortfall.

Unsustainable Debt Maturity Profile: The company is in advanced
negotiations with financial institutions and investors for debt
and equity funding to address its upcoming debt repayments.
However, Fitch does not expect such additional financing alone to
be adequate to address its debt maturities of over INR25bn over
the next three years. Even if Fitch assumes that free cash flows
improve at BILT, asset sales or significant refinancing would be
required to meet its repayment obligations over this period. BILT
has not been able to execute any meaningful asset sales or debt
refinancing so far.

Inadequate Working Capital Hits Operations: BILT's consolidated
revenue fell more than 50% in 2QFY17 from a quarter earlier, as
capacity utilisation was hit due to insufficient working capital.
Fitch believes the company curtailed operations to lower its
working capital needs and address urgent debt maturities. The
company has secured some working capital injection since 3QFY17,
allowing it to restore operations. Fitch have assumed that BILT
secures adequate working capital funding and utilisation rates
pick up in 2HFY17. However, Fitch sees risk that the company may
have to limit operations again to repay debt, which would impact
its market position and longer-term cash generation ability.

Sale of Indian Units Uncertain: BILT said in July 2016 that it
received a non-binding offer from JK Paper Ltd to acquire two
units at Ballarpur (299.5 kilo tonnes per annum) and Ashti (54
kilo tonnes per annum). BILT has yet to receive a binding offer
from JK Paper. The exclusivity period for the discussion ended on
20 October 2016. The two units account for almost half of the
paper manufacturing capacity of subsidiary Ballarpur Graphic
Paper Products Ltd. (BGPPL), which in turn contributed around 85%
of BILT's consolidated FY16 EBITDA. The potential sale of the
units would inject liquidity and lower debt, but also severely
reduce BILT's earnings and diminish its position as the leading
writing and printing paper manufacturer in India.

Malaysian Business Sale Unsuccessful:  BILT's sale of its 98%
holding in Malaysia's Sabah Forest Industries (SFI) in 2015 for
an enterprise value of USD500m was finally terminated in July
2016. The company intended to use most of the proceeds to repay
debt. BILT is continuing discussions with other investors to
divest its stake in SFI, but Fitch has considerable doubts about
whether any deal will be finalised given sustained pressure on
the global paper and pulp industry. Paper demand has been falling
in North America and Europe, while growth in markets such as
China and India has been weak over the past few years.

DERIVATION SUMMARY

In deriving BILT's 'CCC' rating, Fitch have assigned particular
importance to BILT's unsustainable leverage profile, excessive
refinancing risk and poor liquidity, in accordance with Fitch
criteria.

A 'CC' rating sets a very high threshold for foreseeing default,
according to Fitch. Such a rating indicates that Fitch can see
only a low chance of avoiding default, and possible remedies that
avoid a debt restructuring have all but evaporated. The company
is working urgently on several options to improve its liquidity.
Fitch's RWN reflects risks that these measures may prove
unsuccessful, which will result in further negative rating
action.

BILT's rated peers include Klabin S.A. (Klabin, BBB-/Negative),
Suzano Papel e Celulose S.A. (Suzano, BB+/Positive) and Smurfit
Kappa Group plc (SKG, BB+/Stable). Klabin and Suzano enjoy low
production-cost structures and a high degree of vertical
integration. Suzano and SKG are also significantly larger in
scale than BILT. The peers also have much stronger financial
profiles.

Bilt Paper B.V's ratings reflect its strong operational and
strategic linkages with the ultimate parent, BILT. Bilt Paper is
in the same line of business as BILT and the two have a common
treasury and management team. Bilt Paper holds a 99.99% stake in
BGPPL, the key Indian operating entity, and a 98% stake in SFI.
Bilt Paper accounts for over 85% of BILT's overall revenue and
EBITDA.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch's rating case for the issuer
include:
   - BILT manages to secure working capital financing to sustain
its operations.
   - Average utilisation rate for BGPPL at 51% in FY17, improving
to above 80% from FY18 (FY16: 84%).
   - EBITDA margin of 4% in FY17, improving to 17%-18% from FY18
(FY16: 17%).
   - Only maintenance-related capex of INR1.5bn from FY17.
   - No dividend payouts or payment of interest on the
subordinated perpetual capital securities.

RATING SENSITIVITIES

The Rating Watch Negative will be resolved following a review of
BILT's liquidity position once Fitch has more clarity regarding
the company's ongoing funding and asset sale efforts.

Failure to address upcoming maturities in a timely manner through
debt repayment using refinancing or asset sale proceeds will
result in a downgrade.


EIGER ACQUISITION: S&P Revises Outlook to Neg. & Affirms 'B' CCR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Netherlands-based
software company Eiger Acquisition B.V. (Exact) to negative from
stable.  At the same time, S&P affirmed its 'B' long-term
corporate credit rating on the company.

S&P also affirmed its 'B' issue rating on Exact's senior secured
loans due 2022 and the revolving credit facility (RCF) due 2020.
The recovery rating is unchanged at '3', indicating S&P's
expectation of meaningful recovery (50%-70%; higher half of the
range) in the event of a default.

S&P affirmed its 'CCC+' issue rating on the senior unsecured
loans due 2023.  The '6' recovery rating on the notes is
unchanged, indicating S&P's expectations for negligible (0%-10%)
recovery in the event of a default.

The outlook revision follows Exact reporting a higher cash outlay
to its Cloud Solutions International (CSI) business than S&P
expected and reflects S&P's concern that continued heavy losses
could result in accelerated investment needs and lead to further
cash burning over the next two years if the company does not
significantly increase its topline and the profits of its core
business.  The expenses for Exact's unrestricted international
cloud business, CSI, which is outside of the ring-fenced
structure, exceeded S&P's previous expectations and led to
negative free operating cash flow (FOCF) generation in 2016.  For
at least the next two years, S&P expects similar still-material
investment requirements, although somewhat lower than in 2016, to
weigh on Exact's free cash flow generation.

At the same time, Exact's core business is developing as S&P
expected and experiencing mid-single-digit revenue growth and
stable profitability, mainly driven by its high growth in the
Cloud Solutions segment.  S&P believes the company is in a good
position to benefit from further positive demand for cloud
solutions.

S&P's assessment of Exact's business risk continues to be
constrained by the company's narrow product offering, limited
geographic diversification, and relatively small scale.  Exact
mainly provides accounting software and enterprise resource
planning (ERP) solutions to small and midsize companies in the
Netherlands and Belgium, and has a small presence in North
America.  Exact generated about EUR216 million in consolidated
revenues in 2016.  Moreover, the low switching cost for its
accounting software solutions, particularly in the Cloud
Solutions segment result in relatively high churn rates of close
to 15% in this segment.

These weaknesses are partly offset by Exact's solid niche market
positions in its main segments.  According to Exact, it enjoys a
market share of about 30% in online accounting software in the
Netherlands, thanks to its relationships with 60% of the
country's accountants.  Exact also has a market share of about
15% in ERP business with midsize companies in the Netherlands.
Other strengths include growth prospects in the Dutch cloud ERP
market, supported by a solid economic environment and a
moderately high average customer retention rate of about 93% on
average in the Business and Specialized Solutions segments, which
represent about 75% of revenues.  Moreover, Exact has a high
proportion of recurring revenues at about 77%, which is likely to
increase as business in the Cloud Solutions segment develops.  It
also has a large and diversified customer base and broadly
average profitability after the carve out of the CSI segment.

"Our financial risk profile assessment primarily reflects Exact's
highly leveraged capital structure.  We estimate that at year-end
2016, the company's S&P Global Ratings-adjusted debt-to-EBITDA
ratio, including the EUR35 million first lien add-on issued in
December 2016, at about 6.9x and its ratio of funds from
operations (FFO) to debt at about 6.3%.  We do not deduct cash
from gross debt, primarily because the company is owned by a
financial sponsor.  Our main debt adjustment, besides operating
leases, reflects the company use of derivatives to hedge its
foreign currency risk exposures (U.S. dollar-denominated debt).
As such, we deduct around EUR40 million-EUR45 million from its
debt as of December 2016, given the U.S. dollar appreciation
since inception of the hedge.  Our main EBITDA adjustment
consists of deducting capitalized development costs," S&P said.

S&P's financial risk profile is further negatively impacted by
the company's ongoing funding of losses in CSI, which absorbs
most of the group's cash resources.

S&P forecasts EBITDA interest coverage to reach about 2.3x at
year-end 2016 and negative reported free FOCF generation of about
EUR11 million-EUR12 million in 2016, about EUR2 million-
EUR3 million in 2017, and break-even in 2018 due to ongoing
investments in CSI.

The negative outlook reflects S&P's concerns that continuing
heavy losses in CSI could lead to accelerated investments outlays
and negative FOCF in 2017 and 2018, as was the case in 2016.

S&P could lower its rating if Exact's FOCF remains negative on a
prolonged basis or if its liquidity weakened due to higher
investments in CSI.  S&P could also lower the rating if Exact
delivered operating performance below its expectation, with
weaker-than-expected revenue growth combined with an EBITDA
decline, which would result in EBITDA cash interest coverage at
or below 2x.

S&P could revise the outlook to stable if free cash flow after
investments in CSI becomes positive.  This could be supported
either by a decline in cash outlays in CSI or by improving
performance of Exact's core business.


IHS NETHERLANDS: Fitch Revises Outlook to Neg. & Affirms B+ IDR
---------------------------------------------------------------
Fitch Ratings has revised IHS Netherlands Holdco B.V.'s (IHS
Netherlands) Outlook to Negative from Stable while affirming the
Long-Term Issuer Default Rating (IDR) at 'B+' and the senior
unsecured rating at 'B+'/Recovery Rating 'RR4'. The company's
National Long-Term Rating has been affirmed at 'AA(nga)' with a
Stable Outlook.

The Outlook change is driven by Fitch's similar action on
Nigeria's 'B+' sovereign rating on 25 Jan 2017. Fitch's view on
the underlying operational profile of IHS Netherlands remains
unchanged.

IHS Netherlands, through its fully owned subsidiaries, IHS
Nigeria Limited (IHSN) and IHS Towers NG Limited, operates
telecommunications towers in Nigeria. Collectively these
companies are the restricted group, owned ultimately by IHS
Holding Limited (IHS Group), the mobile telecommunications
infrastructure company operating around 23,000 towers across
Africa.

KEY RATING DRIVERS
Sovereign Constraint and Liquidity: Fitch assesses IHS
Netherlands' ratings as being constrained by the Nigerian Country
Ceiling. This reflects the fact that the group's operations, and
customers, are wholly based in Nigeria. The restricted group
currently benefits from cash in USD held outside of Nigeria,
which Fitch estimate could be used to fund around one year's
worth of interest of the USD800 million notes due 2021 issued by
IHS Netherlands.

Further resources -- cash and an undrawn revolving credit
facility (RCF) of USD120 million -- remain available at the
parent, IHS Holding Limited. Fitch would expect at least some of
these to be available to cover debt service in the event of a
lack of liquidity at IHS Netherlands. However, these resources
are not dedicated to the restricted group. Also, given that IHS
Group is in an investment phase in Nigeria, there is no certainty
that this level of hard currency liquidity will be maintained
within or outside the restricted group.

Leading Nigerian Tower Operator
IHS Group, through its ownership of IHS Netherlands, and its
49/51 joint venture with MTN, is the leading tower company in
Nigeria. It owned and managed 6,320 towers as of 30 September
2016 through the fully owned subsidiaries of IHS Netherlands, and
just over 9,000 towers through the 49/51 joint venture with MTN.
This market position is protected by high barriers to entry, high
switching costs, and the quality of its service.

Underlying Demand and Potential Growth
IHS Group is well-placed to benefit from strong growth in
Nigerian telecoms. Fitch expects the restricted group to continue
growing strongly in line with the telecommunications market in
Nigeria, driven by the strong demand for mobile services.

Due to their market leading position, IHSN signed an amendment to
its existing contract with MTN Nigeria effective July 2016. IHSN
will provide a portion of MTN's intended network rollout of more
than 11,200 sites in Nigeria by end-2017. Investment in medium-
term growth opportunities, mainly new build towers and upgrading
power management systems, means that free cash flow (FCF) is
likely to be negative in 2017.

Limited FX Exposure
Eight-one per cent of the restricted group's revenue as of 30
September 2016 was linked to the US dollar. Payments are made in
naira, and the US dollar component is converted to naira for
settlement at a fixed conversion rate for a stated period.
Depending on the contract, the conversion rate is reset after a
period of three, six or 12 months.

A significant part of the company's EBITDA is linked to the US
dollar. This is due to most of the company's operating costs
being either related to the cost of diesel, where there are some
pass-through components, or naira-denominated. Capex is paid in
naira, with elements linked to the US dollar.

Exposure to Diesel Price
The restricted group has some exposure to the cost of diesel as
not all of its energy costs are passed on to customers. However,
the company is investing in more efficient generators and
deploying power management solutions. Fitch expects overall
diesel consumption to fall as power management solutions are
deployed to more sites over the next two years. This should
mitigate most of any reasonable increase in the cost of diesel.

DERIVATION SUMMARY
IHS Netherlands' 'B+' rating is constrained by the Nigerian
sovereign rating (B+/ Negative). IHS Netherlands is well-
positioned within the Nigerian tower market as it commands the
number-one position with a 72% market share in the largest
telecoms market in Africa. Underlying demand is strong. With
fixed-line population penetration of 0.1% in Nigeria in 2015, 3G
and LTE networks are the main way of providing high-speed
broadband connectivity. IHS Netherlands is reasonably positioned
compared with its investment-grade international peers with
strong margins and moderate leverage. In 2015 EBITDA margin was
50% and FFO adjusted net leverage was 3.5x.

KEY ASSUMPTIONS
Fitch's key assumptions within Fitch's rating case for the issuer
include:
   - Revenue growth in US dollars of over 20% per year in 2017
and 2018, driven by the FX reset in early 2017 and strong
underlying growth, assuming no major devaluation of the naira;
   - Growth in 2019 in the high single-digit percentage range;
   - EBITDA margin increasing to 60% in 2017 from 51% in 1H16,
driven by the FX reset, strong revenue growth and continued cost
efficiencies. EBITDA margin should rise slightly in 2018 and
2019;
   - Capex-to-revenue of over 80% in 2017 as the company invests
heavily in medium-term growth opportunity, mainly new-build
towers and upgrading power management systems;
   - Capex intensity should fall to around 23% in 2018 and
decline further in 2019;
   - No dividends paid in 2017-2019;
   - More financing in 2017 to fund capex if it pursues all
investment opportunities as FCF is likely to be negative in 2017.

RATING SENSITIVITIES
IHS Netherlands
Future Developments That May, Individually or Collectively, Lead
to an Upgrade
   - Positive rating action for the Nigerian sovereign, together
with funds from operations (FFO)-adjusted net leverage below 5.0x
(3.5x at end-2015) on a sustained basis, and FFO fixed charge
cover greater than 2.5x (2.6x at end-2015)
Future Developments That May, Individually or Collectively, Lead
to a Downgrade
   - FFO-adjusted net leverage above 5.5x on a sustained basis
   - FFO fixed charge below 2.0x
   - Weak FCF due to limited EBITDA growth, higher capex and
shareholder distributions, or adverse changes to the restricted
group's regulatory or competitive environment
   - Downgrade of the Nigerian sovereign rating

Nigeria - Sovereign rating
Future developments that may, individually or collectively, lead
to negative rating action include:
   - Failure to secure an improvement in economic growth, for
example caused by continued tight FX liquidity.
   - Failure to narrow the fiscal deficit leading to a marked
increase in public debt.
   - A loss of foreign exchange reserves that increases
vulnerability to external shocks.
   - Worsening of political and security environment that reduces
oil production for a prolonged period or worsens ethnic or
sectarian tensions.

The current rating Outlook is Negative. Consequently, Fitch does
not currently anticipate developments with a material likelihood
of leading to an upgrade. However, the following factors could
lead to positive rating action:
   - A revival of economic growth supported by the sustained
implementation of coherent macroeconomic policies.
   - A reduction of the fiscal deficit and the maintenance of a
manageable debt burden.
   - Increase in foreign exchange reserves to a level that
reduces vulnerability to external shocks.
   - Successful implementation of economic or structural reforms,
for instance raising non-oil revenues, increasing the execution
of capital expenditure and passing the Petroleum Investment Bill.

LIQUIDITY
On a pro forma basis for the USD800m bond issued in October and
subsequent refinancing, the restricted group had USD70m cash at
end-3Q16. Liquidity is likely to remain limited due to
significant capex plans in 2017. The restricted group is likely
to need support from IHS Group if the company is to invest to
take advantage of all medium-term growth opportunities.


JUBILEE CLO 2013-X: S&P Assigns Prelim. B- Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global ratings assigned its preliminary credit ratings to
Jubilee CLO 2013-X B.V.'s class X, A-R, B-1R, B-2R, C-1R, C-2R D-
R, E-R, and F notes.

Jubilee CLO 2013-X is a cash flow collateralized loan obligation
(CLO) transaction securitizing a portfolio of primarily broadly
syndicated speculative-grade senior secured loans and bonds
issued mainly by European borrowers.  Alcentra Ltd. is the
collateral manager.

The proceeds from the issuance of the new notes will be used to
redeem the existing notes at closing.  In addition to the
redemption of the existing notes, the issuer will use the
remaining funds to purchase additional collateral.  Concurrent
with the new note issuance, the issuer will also reset key
transactional features, such as the weighted-average life and the
reinvestment period.

The preliminary ratings assigned to Jubilee CLO 2013-X's class X,
A-R, B-1R, B-2R, C-1R, C-2R, D-R, E-R, and F notes reflect S&P's
assessment of:

   -- The diversified collateral pool, which will consist
      primarily of broadly syndicated speculative-grade senior
      secured term loans and bonds that are governed by
      collateral quality tests.

   -- The credit enhancement provided through the subordination
      of cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.

   -- The transaction's legal structure, which is expected to be
      bankruptcy remote.

Under the transaction documents, the rated notes will pay
interest quarterly unless there is a frequency switch event.
Following such an event, the notes will switch to semiannual
payments.  The transaction will have a four-year reinvestment
period.

At closing, the portfolio will represent a well-diversified pool
of corporate credits.  Therefore, S&P has conducted its credit
and cash flow analysis by applying its criteria for corporate
cash flow collateralized debt obligations.

S&P's preliminary ratings reflect its assessment of the
collateral portfolio's credit quality and the available credit
enhancement for the rated notes through the subordination of
payable cash flows.  In S&P's cash flow analysis, it used the
EUR391 million target par amount, the covenanted weighted-average
spread (4.0%), the covenanted weighted-average coupon (5.5%), and
the covenanted weighted-average recovery rates at each rating
level.  S&P applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating
category.

The Bank of New York Mellon will be the bank account provider and
custodian.  The portfolio can comprise a maximum of 30% non-euro-
denominated obligations, subject to an asset swap provided by a
hedge counterparty.  The participants' downgrade remedies are in
line with our current counterparty criteria.

The transaction's legal structure is expected to be bankruptcy
remote, in line with S&P's European legal criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, S&P considers the transaction's
exposure to country risk to be limited at the assigned
preliminary rating levels, as the exposure to individual
sovereigns does not exceed the diversification thresholds
outlined in S&P's criteria.

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

Jubilee CLO 2013-X is a cash flow collateralized loan obligation
(CLO) transaction securitizing a portfolio of primarily broadly
syndicated speculative-grade senior secured loans and bonds
issued mainly by European borrowers.  Alcentra Ltd. is the
collateral manager.

RATINGS LIST

Jubilee CLO 2013-X B.V.
EUR415.50 Million Floating-Rate Notes (Including EUR54.8 Million
Unrated Subordinated Notes)

Class                   Prelim.         Prelim.
                        rating           amount
                                       (mil. EUR)

A-R                     AAA (sf)         231.20
X                       AAA (sf)           2.00
B-1R                    AA (sf)           42.40
B-2R                    AA (sf)            7.30
C-1R Dfrd               A (sf)            15.50
C-2R Dfrd               A (sf)             7.90
D-R Dfrd                BBB (sf)          20.70
E-R Dfrd                BB (sf)           24.10
F Dfrd                  B- (sf)           11.60
Subordinated            NR                54.80

Dfrd--Deferrable. NR--Not rated.


=============
R O M A N I A
=============


OLTCHIM SA: Privatization Heads to Second Stage This Month
----------------------------------------------------------
Romania-Insider.com reports that the offers submitted by the
companies interested to take over insolvent chemical producer
Oltchim's assets will be selected based on the amounts obtained
by the company's creditors.

Romania-Insider.com, citing News.ro, says the bidders that move
to the second stage will be able to carry out a due-diligence
process in February, according to a document drafted by AT
Kearney Management Consulting, the company in charge of the
privatization process.

According to the report, economy minister Alexandru Petrescu said
that several companies submitted bids for Oltchim's assets until
the deadline that expired on Jan. 20. At this point, the bidders
had no formal obligation to acquire the assets of Oltchim. He
didn't mention their number, Romania-Insider.com says.

The invitations for the second stage will be sent only to bidders
whose unbinding offers are the most "economical", according to
the document cited by Romania-Insider.com.  AT Kearney said the
potential buyers of Oltchim need to pay compensation wages to all
the employees who will be laid off, the report relays. If they
decide to keep a part of the current employees, they can get a
bonus of EUR5,000 for each employee. However, they can keep
maximum 50% of the current number of employees.

In 2016, the Romanian state put up for sale nine asset packages
in Oltchim, the report recalls. The company's reorganization plan
provides the sale of the plant for at least EUR307 million.

Oltchim SA is a Romanian chemical producer.  Romania owns 54.8%
of the company.

Oltchim entered insolvency on January 30, 2013. The company had
EUR790 million worth of debt. The state and state-owned companies
had to recover some EUR470 million, while two banks, BCR and
Banca Transilvania, had EUR26 million worth of outstanding loans
to Oltchim, Romania-Insider.com discloses.


TRANSENERGO COM: Energy Trader Files for Insolvency
---------------------------------------------------
Romania-Insider.com reports that energy trader Transenergo Com,
owned by local family of investors Coman, has recently asked for
its insolvency.

Its demand was recorded by the Bucharest Court on January 17 and
the first hearing took place on January 25, Romania-Insider.com
relates citing Ziarul Financiar.

According to the report, the company had a turnover of RON1.4
billion (EUR311 million) and a net profit of EUR1.5 million last
year. It was one of the largest traders on Romania's energy
market.

Romania-Insider.com says talks on the company's possible
insolvency began one month ago. The energy market recently
exploded due to the energy consumption boost triggered by the
extreme cold. This has determined massive increase in energy
prices, Romania-Insider.com states.

Romania-Insider.com, citing information from the energy market,
notes that several energy traders are now experiencing problems.
They were expecting low energy prices and made agreements based
on that, and can't now comply with the obligations, Romania-
Insider.com says.


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


FABRIKA AKUMULATORA: EPS Suspends Power Supply Over Unpaid Debts
----------------------------------------------------------------
SeeNews reports that Serbian state-run power distributor
Elektroprivreda Srbije (EPS) said it has suspended the supply of
electricity to the factory of insolvent car battery maker Fabrika
Akumulatora Sombor (FAS) over unpaid debts.

The outstanding liabilities of FAS to EPS for power supply
amounts to RSD81.5 million ($702,900/EUR657,900), the electricity
distributor said in a statement on Jan. 17, SeeNews relays.

SeeNews relates that the insolvency administrator of FAS
requested the suspension of power supply after the contract with
EPS expired on December 31, 2016, the state-run company said.

"The Commercial Court in Belgrade rejected the proposal of
company DEM Hellas to order provisional measures to prevent the
suspension of electricity supply," EPS said in the statement.

In May 2014, the Serbian government agreed to sell FAS to Greek
company DEM Hellas, owned by entrepreneur Eftimios Karanasios,
SeeNews recalls. However, DEM Hellas did not meet its contract
obligations and the Serbian government called a new tender for
the sale of FAS in October 2016. The tender attracted no bids,
SeeNews says.


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


TURKEY: S&P Affirms 'BB/B' Sovereign Credit Ratings
---------------------------------------------------
S&P Global Ratings revised its outlook on its unsolicited long-
term foreign and local currency ratings on the Republic of Turkey
to negative from stable.  At the same time S&P affirmed all its
unsolicited ratings on Turkey, including the 'BB/B' foreign
currency long- and short-term sovereign credit ratings, the
'BB+/B' local currency long- and short-term sovereign credit
ratings, and the 'trAA+/trA-1' long- and short-term Turkey
national scale ratings.

As a "sovereign rating" (as defined in EU CRA Regulation
1060/2009 ("EU CRA Regulation"), the ratings on Turkey are
subject to certain publication restrictions set out in Art 8a of
the EU CRA Regulation, including publication in accordance with a
pre-established calendar.  Under the EU CRA Regulation,
deviations from the announced calendar are allowed only in
limited circumstances and must be accompanied by a detailed
explanation of the reasons for the deviation.  In this case, the
reason for the deviation is described below.

                              RATIONALE

S&P is revising its outlook to negative to reflect what it
considers to be rising constraints on policy makers' ability to
tame inflationary and currency pressures, which could weaken the
financial strength of Turkey's companies and banks, undermining
growth, and fiscal outcomes, during a period of rising global
interest rates.  Since S&P last reviewed its ratings on Turkey on
Nov. 4, 2016, the Turkish lira has depreciated by 18% against the
U.S. dollar and 15% against the euro.  In S&P's view, the Turkish
central bank's monetary policy response to rising currency and
inflationary pressures may prove insufficient to anchor its
inflation targeting regime.  This could exacerbate the existing
balance-of-payments tensions in Turkey's externally leveraged
economy, for example by leading to further reductions in
nonresident holdings of Turkish government domestic currency debt
securities.  Based on central bank data, S&P estimates that, as
of Nov. 31, 2016, nonresident holdings of Turkish government
domestic currency debt securities were equivalent to US$66.8
billion or just over 9% of GDP under Turkey's new national
accounts series.

There are related signs of economic weakness, which may also
reflect political uncertainties ahead of April's constitutional
referendum, as well as parliament's recent decision to extend the
government's state-of-emergency powers by another 90 days.
During the third quarter of 2016, GDP contracted by 1.8% year on
year, a decline that would have been far more severe in the
absence of what S&P considers to be an appropriate contra-
cyclical increase in government consumption of 30% year on year
during the same quarter, according to the new GDP series
published on Dec. 12, 2016.  For 2016 as a whole, S&P estimates
that GDP increased by about 2%; S&P's projection for this year is
GDP growth of around 2.4%, down from its previous projection of
3.2%.  Those projections are equivalent to average per capita GDP
growth of 0.2% for 2016 and 2017.  While employment is rising,
the labor force is increasing more rapidly than job creation,
leading to gradually rising unemployment, though this may also
reflect refugee-related effects.  S&P acknowledges that there are
also some upside risks to growth, should demand for exports
revive in key markets such as Russia, Iraq, and Europe.  In S&P's
view, to the extent that the benefits to competitiveness of a
weaker lira are not lost via rising inflation, a weaker real
effective exchange rate will help parts of Turkey's export sector
to gain market share in key export destinations.  In December of
2016, the Turkish statistical institute shifted its methodology
for national accounts data from a single base year to a chain-
linked approach. The data, reflecting Eurostat guidelines, is no
longer comparable with the previous series.  As a consequence of
the revisions, the country's saving ratio was revised up to 23%
of GDP on average over the past decade from 14%, alongside an
equivalent increase in the level of investment, reflecting higher
estimates of the size of the construction sector.  S&P
understands that the sourcing of the data has also been adjusted
more toward official sources, with the revisions also aiming to
capture spending in Turkey's large informal economy.

S&P also sees related and increasing fiscal risks, although its
baseline expectation is that these are manageable.  Turkey's tax
base is skewed toward indirect rather than direct taxes, and the
former are highly sensitive to import demand.  For this reason,
S&P thinks that fragile private demand during 2017-2018,
alongside a weaker lira, will lower imports this year, possibly
dragging down fiscal performance, and increase spending.  S&P's
base-case expectation remains, however, that net public sector
borrowing requirements will increase only modestly toward 2.0% of
GDP, and 2.5%/GDP next year, but the risk of a further increase
seems greater today than it did in S&P's November review,
particularly should rising central government contingent
liabilities, including guarantees on small and midsize
enterprises and other lending, have to be funded (which is not
S&P's base-case expectation).

S&P foresees the general government's interest burden at about 6%
of revenues and net general government debt at approximately 23%
of GDP over 2017-2020.  At the same time, S&P recognizes that the
government has lowered the sensitivity of public debt levels to
foreign exchange volatility by raising nearly all new financing
in local currency.  According to S&P's estimates, just under two-
thirds of Turkish central government debt is denominated in local
currency, although about 17% is held by nonresidents.  Since
2009, the weighted average maturity of Turkish government
domestic borrowing has more than doubled, to about six years.

The depreciation of the lira alongside tax increases on alcohol
and tobacco resulted in a spike in annual inflation in December
2016 to 8.5% from 7.0% in November versus the 3%-7% target range.
In response, the central bank has increased the overnight lending
ceiling to 9.25% from 7.79% (138 basis points) since mid-
November, while raising its late liquidity lending rate to 11%
and ceasing to provide liquidity at the 8% benchmark one-week
repurchase rate. The reversion to a multi-rate interest rate
framework, in S&P's view, represents a reversal from the previous
plan to simplify the monetary arrangement.

Turkey's external position remains the key weakness for the
ratings owing to its substantial net external liability position
and related high external financing needs.  S&P estimates the
country must roll over about 41% of its total external debt in
2017--amounting to nearly US$180 billion (4x usable reserves; 24%
of GDP).  In S&P's view, the risk of a marked deterioration in
the availability of external financing for Turkey would result in
financial sector stress, increased governmental contingent
liabilities, and a sharp economic slowdown.  The uncertain global
economic environment, particularly the reversal in the
historically low U.S. interest rates could, in S&P's opinion,
raise real interest rates in Turkey.  This could exacerbate any
slowdown and, in turn, reduce the risk appetite of nonresident
investors in Turkey's government debt and equity markets, which
have been important destinations for external financing inflows
over the past several years.  In addition, further increases in
the prices of oil and other energy products could accentuate any
slowdown, given Turkey's large net energy import bill.

Turkey's net foreign exchange reserves -- at an estimated
US$35 billion in 2017 -- provide coverage for about two months of
current account payments, suggesting relatively limited buffers
to offset external pressures.  S&P notes that the central bank
has conducted US$800 million in foreign currency swaps against
lira deposits, beginning on Jan. 18, 2017, whereby the central
bank will borrow lira from the market and lend foreign currency,
providing foreign currency liquidity to local banks with higher
foreign currency reserves.  S&P Global Ratings considers such
transactions an encumbrance on the central bank and will deduct
them from S&P's calculation of usable reserves.  S&P estimates
Turkey's gross external financing requirement for 2017-2020 at
close to 170% of current account receipts (CARs) plus usable
reserves.

S&P expects the country's external debt will exceed liquid
external assets held by the public and banking sectors by about
155% of CARs, on average over 2017-2020.  However, S&P notes that
the latest quarterly gross external debt data shows close to 100%
rollover of external debt in the third quarter of 2016 compared
with the previous quarter.  The large net open foreign currency
position of corporate borrowers (27% of GDP) indirectly exposes
banking system asset quality to risks related to a sharp
depreciation of the lira.  Although the banking sector is hedged
against foreign currency risk, its foreign currency funding could
represent a risk for banks if their hedges do not hold, due to
counterparty risk.

S&P considers that Turkey's domestic banks -- the largest
intermediators of the country's external deficit -- will remain
well regulated and amply capitalized.  S&P notes the size of
state-owned banks is relatively large, representing about one-
third of total banking system assets.  Still, S&P expects banks'
asset quality will gradually deteriorate.  Their stock of
outstanding nonperforming loans (NPLs) is at about 3.3%.  S&P
expects the sharp decline in tourism receipts in 2016 and the
depreciation of the lira will result in higher, but manageable,
NPLs for the banks.  S&P understands that systemwide NPLs could
be about two percentage points higher, when including large
Turkish banks' sales of NPLs and large restructurings that are
closely monitored credits that are not included in NPLs.

"We expect the current account deficit to average 4.3% of GDP
over 2017-2020.  We expect oil prices to gradually rise to US$55
per barrel by 2019.  For 2016 as a whole, we expect the final
data to show an improvement in the financing of the current
account compared with the previous year, with a portfolio inflow
(meaning an increase in net liabilities), compared with a
significant outflow in 2015.  Other investments, largely banking
sector external debt, remain the main financing item of the
current account.  Net errors and omissions are positive and
remain substantial, which could indicate an under- recording of
credits or the overstating of debits in the balance of payments.
The central bank's reserve assets increased in 2016 compared with
a decline in 2015," S&P said.

S&P factors its expectation of ongoing domestic political
volatility -- related to the constitutional reform process, the
ending of the Kurdish peace process in mid-2015, and heightened
instability along Turkey's southeastern border with Syria -- into
S&P's ratings at the current level.  In S&P's view, domestic
tensions also remain following the detention, suspension, or
dismissal of more than 100,000 individuals, largely in the
judiciary, military, academic institutions, and the media, on
suspicion of being involved in or supporting the attempted coup
in 2016.  To the extent that domestic tensions also raise
questions about property rights, foreign direct investment's role
in financing Turkey's large current account deficit is likely to
remain well below the highs (3.5% of GDP in 2006) it reached
during the ruling AKP party's first term in office.

Turkey's ambitious program of reforms competes, in S&P's view,
with the president's intention to bring about constitutional
change with the end goal of achieving an executive presidency.
This is likely to limit parliamentary and, potentially also
judicial, oversight of government decisions, in S&P's view.  S&P
understands that the second round of voting on the draft
constitutional changes by parliament will be completed
imminently. If the draft passes the parliament, a referendum is
expected to take place in April.  If the draft legislation is
approved, parliamentary and presidential elections are expected
to take place in November 2019.  If the parliament does not vote
in favor of a referendum, it is likely that early elections will
be called.

                              OUTLOOK

The negative outlook reflects S&P's view that it could revise
down its assessment of Turkey's monetary policy effectiveness
should the central bank's actions prove insufficient to stem
inflation and mitigate the impact that further lira weakness
could have on the banking system and external accounts.  S&P
could lower the ratings if growth performance were to deviate
materially from S&P's current base-case expectations, or if it
was to expect banking system asset quality to significantly
deteriorate -- resulting in a realization of government
contingent liabilities, or if balance-of-payments pressures
contributed to a weakening in our measure of external liquidity
(gross external financing needs) much beyond the already elevated
levels of around 170%.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision. After the primary analyst gave opening remarks and
explained the recommendation, the Committee discussed key rating
factors and critical issues in accordance with the relevant
criteria. Qualitative and quantitative risk factors were
considered and discussed, looking at track-record and forecasts.

The committee agreed that all key rating factors were unchanged.

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

RATINGS LIST

                               Rating
                               To                  From
Turkey (Republic of)
Sovereign Credit Rating
  Foreign Currency|U~          BB/Neg./B           BB/Stable/B
  Local Currency|U~            BB+/Neg./B          BB+/Stable/B
  Turkey National Scale|U~     trAA+/--/trA-1      trAA+/--/trA-1
Transfer & Convertibility
  Assessment|U~                BBB-                BBB-

|U~ Unsolicited ratings with no issuer participation and/or no
access to internal documents.


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


LUDGATE FUNDING 2006-FF1: S&P Hikes Rating on Cl. E Notes to 'B+'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ludgate Funding
PLC series 2006-FF1's class D and E notes.  At the same time, S&P
has affirmed its ratings on the class A2a, A2b, Ba, Bb, and C
notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using information from the December 2016 investor
report and September 2016 loan-level data.  S&P's analysis
reflects the application of its European residential loans
criteria and S&P's current counterparty criteria.

In S&P's opinion, the performance of the loans in the collateral
pool has improved since its previous full review.  Total
delinquencies have decreased to 3.2% from 7.9%, 90+ days
delinquencies to 2.3% from 4.5%, and repossessions as a
percentage of the original principal balance have remained stable
at 0.2%. The abovementioned decreases are in line with the
evolution observed in S&P's U.K. nonconforming residential
mortgage-backed securities (RMBS) index.

Prepayments have increased since our previous review to 6.0% as
of December 2016 from 4.4% in December 2013, which is lower than
the 7.3% observed in S&P's index.

The lower arrears levels and greater proportion of the loans in
the pools receiving seasoning credit benefitted S&P's weighted-
average foreclosure frequency (WAFF) calculations.  S&P's
weighted-average loss severity (WALS) assumptions have decreased
at all rating levels, except at the 'AAA' level, due to higher
repossession market value decline assumptions (RMVD) resulting
from S&P's updated valuation figures with respect to the U.K.
mortgage market.  The transaction has benefitted from the
decrease in the weighted-average current loan-to-value ratios (to
63.4% from 74.3% at our January 2014 review).

Rating        WAFF     WALS
               (%)      (%)
AAA          24.57    40.91
AA           17.57    32.76
A            13.42    20.62
BBB           9.59    13.84
BB            5.70     9.72
B             4.52     7.01

The notes benefit from a liquidity facility and a reserve fund.
The facilities are not amortizing as the respective cumulative
loss triggers have been breached.

The structure started amortizing pro rata in December 2012
because all of the pro rata triggers are currently met.  S&P has
considered this in its cash flow analysis.

S&P's credit and cash flow analysis indicates that the available
credit enhancement for the class C notes is commensurate with the
currently assigned rating.  S&P has therefore affirmed its
'BBB (sf)' rating on the class C notes.

S&P considers the available credit enhancement for the class D
and E notes to be commensurate with higher ratings than those
currently assigned.  S&P has therefore raised to 'BB (sf)' from
'B (sf)' its rating on the class D notes, and to 'B+ (sf)' from
'B- (sf)' S&P's rating on the class E notes.

In S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class A2a, A2b, Ba, and Bb
notes to be commensurate with higher ratings than those currently
assigned. However, the 'A-1+' downgrade trigger specified in the
transaction documents was breached following the lowering of
S&P's long- and short-term issuer credit ratings (ICRs) on
Barclays Bank PLC, acting as bank account provider, in November
2011.  Because no remedy actions were taken following our
November 2011 downgrade, our current counterparty criteria cap
the maximum potential rating on the notes in this transaction at
S&P's 'A-' long-term ICR on Barclays Bank.  S&P has therefore
affirmed its 'A- (sf)' ratings on the class A2a, A2b, Ba, and Bb
notes.

Ludgate Funding's series 2006-FF1 is a U.K. nonconforming RMBS
transaction with collateral comprising a pool of first-ranking
mortgages over freehold and leasehold owner-occupied properties.
Based on loan-level data provided for September 2016, the
collateral pool comprises 5.9% first-time buyer loans, 54.4% buy-
to-let loans, 44.7% remortgage loans, and 43.0% self-certified
loans.

RATINGS LIST

Class            Rating
          To              From

Ludgate Funding PLC
EUR156.4 Million, GBP271.8 Million Mortgage-Backed Floating-Rate
Notes Series 2006-FF1

Ratings Affirmed

A2a       A- (sf)
A2b       A- (sf)
Ba        A- (sf)
Bb        A- (sf)
C         BBB (sf)

Ratings Raised

D         BB (sf)         B (sf)
E         B+ (sf)         B- (sf)


LUDGATE FUNDING 2007-FF1: S&P Raises Ratings on 2 Notes to 'B+'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ludgate Funding
PLC series 2007-FF1's class Ma, Mb, Bb, Cb, Da, and Db notes.  At
the same time, S&P has affirmed its ratings on the class A2a,
A2b, and E notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using information from the January 2017 investor
report and October 2016 loan-level data.  S&P's analysis reflects
the application of its European residential loans criteria and
S&P's current counterparty criteria.

In S&P's opinion, the performance of the loans in the collateral
pool has improved since its previous full review.  Total
delinquencies have decreased to 3.4% from 7.2%, 90+ days
delinquencies to 1.6% from 4.7%, and repossessions as a
percentage of the original balance to 0.4% from 1.0%.  The
abovementioned decreases are in line with the evolution observed
in S&P's U.K. nonconforming residential mortgage-backed
securities (RMBS) index.

Prepayments have increased since S&P's previous review to 8.6% as
of January 2017 from 5.0%, which is higher than the 7.3% observed
in S&P's index.

The lower arrears levels and greater proportion of the loans in
the pools receiving seasoning credit benefitted S&P's weighted-
average foreclosure frequency (WAFF) calculations.  S&P's
weighted-average loss severity (WALS) assumptions have decreased
at all rating levels, except at the 'AAA' level, due to higher
repossession market value decline assumptions resulting from
S&P's updated valuation figures with respect to the U.K. mortgage
market.  The transaction has benefitted from the decrease in the
weighted-average current loan-to-value ratios (to 72.3% from
85.6% at our January 2014 review).

Rating        WAFF     WALS
               (%)      (%)
AAA          29.53    48.09
AA           20.90    40.76
A            16.04    29.04
BBB          11.36    21.98
BB            6.74    16.89
B             5.38    12.52

The notes benefit from a liquidity facility and a reserve fund.
The facilities are not amortizing as the respective cumulative
loss triggers have been breached.

The structure started amortizing pro rata in October 2016 because
all of the pro rata triggers are currently met.  S&P has
considered this in its cash flow analysis.

S&P's credit and cash flow analysis indicates that the available
credit enhancement for the class E notes is commensurate with the
currently assigned rating.  S&P has therefore affirmed its
'B- (sf)' rating on the class E notes.

S&P considers the available credit enhancement for the class Ma,
Mb, Bb, Cb, Da, and Db notes to be commensurate with higher
ratings than those currently assigned.  S&P has therefore raised
its ratings on these classes of notes.

In S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class A2a, A2b, Ma, and Mb
notes to be commensurate with higher ratings than those currently
assigned. However, the 'A-1+' downgrade trigger specified in the
transaction documents was breached following the lowering of
S&P's long- and short-term issuer credit ratings (ICR) on
Barclays Bank PLC, acting as bank account provider, in November
2011.  Because no remedy actions were taken following our
November 2011 downgrade, our current counterparty criteria cap
the maximum potential rating on the notes in this transaction at
S&P's 'A-' long-term ICR on Barclays Bank.  S&P has therefore
affirmed its 'A- (sf)' ratings on the class A2a and A2b notes.
S&P's upgrades of the class Ma and Mb notes to 'A- (sf)' reflect
this ratings cap.

Ludgate Funding's series 2007-FF1 is a U.K. nonconforming RMBS
transaction with collateral comprising a pool of first-ranking
mortgages over freehold and leasehold owner-occupied properties.
Based on loan-level data provided for October 2016, the
collateral pool comprises 4.4% first-time buyer loans, 63.8% buy-
to-let loans, 33.5% remortgage loans, and 81.3% self-certified
loans.

RATINGS LIST

Class            Rating
          To              From

Ludgate Funding PLC
EUR197.2 Million, GBP256.15 Million, US$55 Million Mortgage-
Backed Floating-Rate Notes And Excess-Spread Backed Floating-Rate
Notes Series 2007-FF1

Ratings Affirmed

A2a       A- (sf)
A2b       A- (sf)
E         B- (sf)

Ratings Raised

Ma        A- (sf)         BBB (sf)
Mb        A- (sf)         BBB (sf)
Bb        BBB+ (sf)       BB (sf)
Cb        BBB- (sf)       B+ (sf)
Da        B+ (sf)         B- (sf)
Db        B+ (sf)         B- (sf)


LUDGATE FUNDING 2008-W1: S&P Raises Rating on Cl. D Notes to B+
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ludgate Funding
PLC series 2008-W1's class Bb, Cb, and D notes.  At the same
time, S&P has affirmed its ratings on the class A1, A2b, and E
notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using information from the January 2017 investor
report and October 2016 loan-level data.  S&P's analysis reflects
the application of its European residential loans criteria and
its current counterparty criteria.

In S&P's opinion, the performance of the loans in the collateral
pool has improved since its previous full review.  Total
delinquencies have decreased to 5.9% from 9.3%, 90+ days
delinquencies to 3.6% from 5.9%, and repossessions as a
percentage of the original balance to 0.6% from 0.9%.  The
abovementioned decreases are in line with the evolution observed
in S&P's U.K. nonconforming residential mortgage-backed
securities (RMBS) index.

Prepayments have increased since our previous review to 9.6% as
of January 2017 from 2.8% in January 2014, which is higher than
the 7.3% observed in S&P's index.

The lower arrears levels and greater proportion of the loans in
the pools receiving seasoning credit benefitted S&P's weighted-
average foreclosure frequency (WAFF) calculations.  S&P's
weighted-average loss severity (WALS) assumptions have decreased
at all rating levels, except at the 'AAA' level, due to higher
repossession market value decline assumptions resulting from
S&P's updated valuation figures with respect to the U.K. mortgage
market.  The transaction has benefitted from the decrease in the
weighted-average current loan-to-value ratios (to 75.5% from
88.6% at our January 2014 review).

Rating        WAFF     WALS
               (%)      (%)
AAA          34.77    52.78
AA           25.12    45.33
A            19.64    33.65
BBB          14.22    26.48
BB            8.94    21.22
B             7.36    16.35

The notes benefit from a liquidity facility and a reserve fund.
The facilities are not amortizing as the respective cumulative
loss triggers have been breached.

The structure is amortizing sequentially because all of the pro
rata triggers are not currently met.  S&P has considered this in
its cash flow analysis.

S&P's credit and cash flow analysis indicates that the available
credit enhancement for the class E notes is commensurate with the
currently assigned rating.  S&P has therefore affirmed its
'B- (sf)' rating on the class E notes.

S&P considers the available credit enhancement for the class Bb,
Cb, and D notes to be commensurate with higher ratings than those
currently assigned.  S&P has therefore raised to 'BBB+ (sf)' from
'BBB- (sf)' its rating on the class  Bb notes, to 'BB+ (sf)' from
'BB- (sf)' S&P's rating on the class Cb notes, and to 'B+ (sf)'
from 'B (sf)' its rating on the class D notes.

In S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class A1 and A2b notes to be
commensurate with higher ratings than those currently assigned.
However, the 'A-1+' downgrade trigger specified in the
transaction documents was breached following the lowering of
S&P's long- and short-term issuer credit ratings (ICRs) on
Barclays Bank PLC, acting as bank account provider, in November
2011.  Because no remedy actions were taken following S&P's
November 2011 downgrade, its current counterparty criteria cap
the maximum potential rating on the notes in this transaction at
S&P's 'A-' long-term ICR on Barclays Bank.  S&P has therefore
affirmed its 'A- (sf)' ratings on the class A1 and A2b notes.

Ludgate Funding's series 2008-W1 is a U.K. nonconforming RMBS
transaction with collateral comprising a pool of first-ranking
mortgages over freehold and leasehold owner-occupied properties.
Based on loan-level data provided for October 2016, the
collateral pool comprises 4.7% first-time buyer loans, 66.1% buy-
to-let loans, 30.6% remortgage loans, and 80.4% self-certified
loans.

RATINGS LIST

Class            Rating
          To              From

Ludgate Funding PLC
EUR102.7 Million, GBP321 Million Mortgage-Backed Floating-Rate
Notes Series 2008-W1

Ratings Affirmed

A1        A- (sf)
A2b       A- (sf)
E         B- (sf)

Ratings Raised

Bb        BBB+ (sf)       BBB- (sf)
Cb        BB+ (sf)        BB- (sf)
D         B+ (sf)         B (sf)


RICHMOND UK: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR) to
Richmond UK Holdco Limited. Concurrently, Moody's assigned B1
instrument ratings to the proposed GBP575 million first lien term
loan due 2024 and the GBP100 million first lien revolving credit
facility due 2023, to be co-borrowed by Richmond UK Bidco Limited
and Richmond Cayman LP. The outlook on all aforementioned ratings
is stable. As part of the transaction, there will also be a
GBP150 million second lien term loan issuance due 2025 which is
unrated. Richmond UK Holdco Limited, which is a newly
incorporated entity, is expected to be the future holding company
of Parkdean Resorts, the leading UK caravan park operator by
number of parks, and the topco entity of the new proposed
restricted group.

Proceeds from the first and second lien loans plus proceeds from
a GBP150 million ground rent transaction and GBP544 million of
sponsor equity from the Onex Corporation will be used to finance
the acquisition of Parkdean Resorts. Accordingly, at the same
time, Moody's has placed all ratings of Compass Midco Limited
("Compass"), current parent and holding company of Parkdean
Resorts, and Compass Holdco 2 Limited under review for downgrade,
including its B1 corporate family rating (CFR) and B2-PD
probability of default rating (PDR) and the ratings on the
outstanding GBP530 million senior secured Term Loan B due 2022
and the GBP40 million RCF due 2021 borrowed by Compass Holdco 2
Limited. Should the acquisition of Parkdean Resorts by Richmond
UK Holdco Limited and the repayment of the outstanding debt
instruments conclude as envisaged, Moody's would expect to
withdraw all ratings of Compass, to reflect the new corporate
structure.

The B2 CFR pro-forma for the acquisition by Onex is one notch
lower than the existing rating. This is principally due to the
anticipated increase in Moody's adjusted pro-forma leverage to
6.9x FY 2016 from 4.7x (LTM September 2016). The Moody's adjusted
opening leverage has been determined on a pro-forma basis taking
into account the full year impact of the intended ground rent
transaction as well as the contribution from Vauxhall park which
was acquired in July 2016 but excluding some one-off charges.

Moody's expects the company to deleverage in next 12 months as
the company continues to realize merger synergies and grows its
profitability organically. Moody's currently expects that the
company will reduce its Moody's adjusted leverage to 6.6x by the
end of 2017 and to 6.3x by the end of 2018. Any delay in
achieving the identified synergies and the expected deleveraging
trajectory will put pressure on the rating.

RATINGS RATIONALE

The B2 corporate family rating reflects Parkdean's leading market
position, relative stability of the three out of the four
business segments of the combined group, the management's ability
to shift resources among business segments in line with their
relative performance through the cycle, positive macroeconomic
backdrop, experienced management team and the strong track record
since the merger in 2015.

These positive drivers are counterbalanced by the aggressive
financial profile with a starting leverage of 6.9x and a GBP150
million ground rent transaction which is expected to be accounted
for as an operating lease. It is worth noting that Moody's adjust
for the ground rent transaction using a 10x lease multiple (10x
multiple represents the cap on the present value of the operating
lease capitalization) equivalent to GBP 48 million based on
Parkdean's ground rent payment of GBP4.8 million in 2017.

Parkdean operates in four business segments: caravan and lodge
sales, holiday sales, owner income and on-park spend. Caravan and
lodge sales offer new and used caravans and lodges for individual
purchase to new and existing customers for a fixed period of
time. This business tends to lag residential housing business
through the economic cycle and is the most volatile part of the
business portfolio. Owner income is comprised of pitch fees
payable by caravan owners to the company on an annual basis. This
income stream is stable due to its contractual nature, and the
cash flows are highly visible owing to advance payments by most
owners. Holiday sales offer primarily company-owned (and owner
unit sublet) caravans for rent to the public. This business tends
to be more resilient since it provides a low cost vacation option
which remains attractive to the consumers even in a relatively
weak economic environment. Positively, a large proportion of
these vacations are pre-booked well in advance. On-park spend
depends on the parks' occupancy by owners and renters and
captures the revenues from cash-pay facilities available at
individual parks, such as food and beverage outlets, sundry shops
and amusements (arcades).

The caravan park industry is competitive although the primary
competition is not among individual parks but across a wider
range of vacation and leisure options. The fundamental
macroeconomic drivers for the caravan business are similar to
those for tourism in general: GDP growth, unemployment and
consumer confidence. Despite uncertainties driven by the Brexit
vote, Moody's expects that the UK economy will continue to grow
albeit at a slower pace in the near term.

The rated entity is expected to have sufficient liquidity from
operating cash flows and a GBP100 million revolving credit
facility which is expected to be GBP15 million -- GBP20 million
drawn at closing. The company's cash flow is strong; however, it
is influenced by seasonality of its performance and capital
needs. Moody's notes positively that the closure of the
transaction is expected to occur around the low point of the
seasonal cash flow generation and the rating agency anticipates
that Parkdean's liquidity position will strengthen over the
course of 2017.

The rated debt consists of a GBP575 million First Lien Term Loan
and a GBP100 million revolving credit facility. The RCF ranks
pari passu with the First Lien Term Loan. In addition, the
financing consists of a GBP150 million Second Lien Term Loan and
a GBP150 million Ground Rent Transaction which is structured as
an off balance sheet operating lease liability. Both rated
instruments are secured on a first priority ranking basis by all
assets of the company including the majority of real estate
holdings. The company is subject to a consolidated net leverage
covenant with an expected covenant headroom of 35%. Since the
First Lien Term Loan and the First Lien RCF rank ahead of the
Second Lien Term Loan in the capital structure, they are rated
one notch above the CFR.

Outlook

The stable outlook reflects Moody's expectations that the
management will continue to generate merger synergies and that
the company will organically grow its EBITDA. Moody's further
anticipate the combined company to strengthen its credit profile
and to maintain adequate liquidity at all times.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating movement is unlikely in the next 12-24 months
given the weak position in the B2 rating category and limited the
size and scope of the company in relation to its global peers.
Still, positive rating momentum would be contingent on a
continued realization of synergies and profitable organic growth
such that the Moody's adjusted gross debt / EBITDA metric
declines towards 5.5x and the Moody's adjusted EBITA/interest
expense ratio improves towards 2.0x.

Negative rating pressure would result from any operational
difficulties preventing the company's credit metrics to improve
towards 6.5x in terms of Moody's adjusted gross debt / EBITDA and
1.5x in terms of Moody's adjusted EBITA/interest expense by the
end of 2017. Any liquidity challenges would also introduce
negative rating pressure.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Parkdean Resorts was formed through the merger of Park Resorts,
Parkdean, Southview & Manor Park and South Lakeland Parks. It
controls a portfolio of 73 caravan parks that are geographically
diversified across the coastal areas of England, Wales and
Scotland. It owns circa 36,000 pitches (approximately 10% of the
UK market) and has relationships with around 23k caravan owners.
The combined entity had 1.8 million customer visits and generated
GBP407 million of reported revenues and GBP106.7 million of
reported EBITDA in 2015; its property assets totaled GBP1.3
billion at November 2016.

The group operates in four business segments: caravan and lodge
sales (expected to contribute 33% of revenue and 21% of gross
margin in 2016), holiday sales (26% and 28%), owners income (19%
and 35 %) and on-park spend (21% and 16%).

The Canadian Onex Corporation announced on 16 December 2016 that
it has agreed to acquire the company for a purchase price of
GBP1.35 billion -- completion of the transaction is expected by
the end of February 2017.


TATA STEEL UK: Pension Scheme's Funding Hole May Rise to GBP2BB
---------------------------------------------------------------
Josephine Cumbo and Michael Pooler at The Financial Times report
that the trustees of Tata Steel UK's GBP15 billion retirement
fund have warned that the scheme's funding hole could rise from
about GBP300 million to up to GBP2 billion if it cannot secure
more cash from its Indian parent.

The warning to the 130,000 members of the British Steel Pension
Scheme came as they were asked to consider unusual proposals to
take a cut to their retirement income in order to help the scheme
be separated from the steelmaking company, the FT notes.

Tata has been working with its trade unions on a rescue package
to keep both blast furnaces at the Port Talbot plant in south
Wales running for at least five years, the FT discloses.  Unions
on Jan. 26 formally backed the proposals, which include shutting
the pension scheme to new contributions, before workers vote on
them, the FT relates.

But the survival plan is also dependent on the company making a
clean break from the retirement fund, seen as a significant
financial drag on the business, the FT notes.

In a letter to the members of the BSPS sent on Jan. 26, Allan
Johnston, chair of the scheme's trustees, said closing the scheme
was a "necessary step" for it to be hived off.

Earlier in January, the FT reported that Tata Steel had written
to the Pensions Regulator attempting to demonstrate that its UK
subsidiary was close to insolvency.

This is a pre-requisite for obtaining a regulated apportionment
arrangement, a rarely-used mechanism aimed at helping financially
distressed companies by freeing them of retirement obligations,
the FT states.

However, the regulator, as cited by the FT, said there were
"still significant issues to be resolved" over the arrangement.

"If the Trustee is satisfied that TSUK insolvency is otherwise
inevitable (as currently seems likely), the Trustee believes that
separation in the way outlined above would secure the best
outcome for BSPS members," the FT quotes the letter to BSPS
members as saying.

Tata Steel is the UK's biggest steel company.


* UK: Scottish Firms in Significant Distress Up 11% in 4Q 2016
--------------------------------------------------------------
Perry Gourley at The Scotsman reports that the number of Scottish
firms seeing instances of "significant" business distress is
rising rapidly, according to new figures.

According to The Scotsman, the Red Flag Alert data from business
rescue firm Begbies Traynor showed a jump of 11% in the last
three months of 2016 compared to the previous quarter and a 3%
year-on-year rise.

The sharp annual fall was attributed largely to a recovery in the
construction, real estate and hospitality sectors that have fared
well compared to the same period in 2015, The Scotsman states.

But the figures also show that the logistics, manufacturing,
media and travel sectors are all facing double digit rises year-
on-year, The Scotsman notes.

Instances of "critical" distress levels, which include winding-up
petitions, rose by 2% quarter on quarter, but fell by 56%
compared with a year ago, The Scotsman discloses.

In total, firms in Scotland showed 14,380 instances of
significant business distress in the fourth quarter of 2016, with
93% being reported from SMEs and 7% from larger firms, The
Scotsman relates.


                            *********

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.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and
Peter A. Chapman, Editors.

Copyright 2017.  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 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *