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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

            Tuesday, May 2, 2017, Vol. 18, No. 86


                            Headlines


A U S T R I A

HYPO ALPE ADRIA: May 18 Expressions of Interest Deadline Set


C Y P R U S

FG BCG LTD: S&P Ups Counterparty Credit Rating to 'B-/Stable/B'


F R A N C E

CEGEDIM SA: S&P Lowers CCR to 'B+' on Weaker Operating Results
SFR GROUP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable


G E R M A N Y

HVB FUNDING: Fitch Lowers Hybrid Capital Notes Rating to BB


I R E L A N D

ADAGIO II CLO: S&P Raises Rating on Class E Notes to 'BB+'
BOSPHORUS CLO III: S&P Assigns Prelim. 'B-' Rating to Cl. F Notes
GRAND CANAL 1: Moody's Assigns B1(sf) Rating to Class F2 Notes
TALISMAN-7 FINANCE: S&P Withdraws 'D' Rating on Class C Notes
WINDERMERE XIV: Moody's Affirms Caa1(sf) Rating on Cl. B Notes


I T A L Y

DIAPHORA1 FUND: June 27 Bid Submission Deadline Set
INNSE CILINDRI: May 10 Expressions of Interest Deadline Set
PORTO SAN ROCCO: May 26 Bid Submission Deadline for Complex Set


K A Z A K H S T A N

EASTCOMTRANS LLP: Moody's Affirms Caa1 CFR, Outlook Stable
KAZKOMMERTZBANK: S&P Ups ST Issue Rating on KZT350BB Notes to 'B'


L U X E M B O U R G

ALTICE INTERNATIONAL: S&P Affirms 'B+' CCR, Outlook Stable
ARM ASSET: May 3 Creditors' Meeting Set to Consider CVA Proposal
FLINT HOLDCO: S&P Revises Outlook to Neg. & Affirms 'B' CCR


N E T H E R L A N D S

ALPHA 2 BV: S&P Assigns 'B' CCR, Outlook Stable
ALTICE NV: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable


N O R W A Y

NORWEGIAN AIR 2016-1: Fitch Affirms 'BB-' Rating on Cl. B Certs.


R U S S I A

COMMERCIAL BANK: S&P Ups ST Issue Rating on $1.5BB Notes to 'B'
* Russia & Turkey Face Common Growth Challenges, Moody's Says


U K R A I N E

DIAMANTBANK (KYIV): NBR Declares Bank Insolvent


U N I T E D   K I N G D O M

COGNITA BONDCO: S&P Revises Outlook to Neg. & Affirms 'B' CCR
DAN KERR: Goes Into Administration
JAEGER: Ex Owner Accuses Bankers of Running Chain to the Ground
JOHNSTON PRESS: Moody's Cuts CFR to Caa3, Outlook Negative
KIDS CO: Founder Camila Batmanghelidjh Faces Directorship Ban

MORE FINANCIAL: Loan Brokerage Directors Banned
PEARL LINGUISTICS: Over 2,000 Creditors File Claims
PLYMOUTH ARGYLE: Saved by James Brent


                            *********


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A U S T R I A
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HYPO ALPE ADRIA: May 18 Expressions of Interest Deadline Set
------------------------------------------------------------
Hypo Alpe Adria Bank S.p.A. ("HAAB" or the "Bank"), headquartered
in Tavagnacco (Udine, Italy) and 99.9% owned by the Republic of
Austria through the Austrian stock company HBI-Bundesholding AG,
is a bank regulated by Bank of Italy and operating under a
relevant banking license.  For further information regarding
the Bank, please refer to the Bank's website at
https://www.hypo-alpe-adria.it/.

The Bank intends to divest part of its non-performing and semi-
performing portfolio and of a pool of real estates,
of approximately Euro 750 million (the "Portfolio") in an open,
transparent, unconditional and nondiscriminatory
sales process (the "Sales Process"), to a single purchaser or to
a group of purchasers (which may take part to the Sales Process
on the basis of pooling agreements, consortia, or similar forms
of cooperation).

The Portfolio, 54% of which is serviced by external servicing
companies, is primarily composed of the following
items (each a "Sub-Cluster"): (i) real estate leasing contracts
and/or claims, and the relevant underlying assets (EUR314.4
million), (ii) mortgage loans and mortgage current accounts
contracts and/or claims (EUR287.6 million), (iii) REs accounting
for a total of EUR24.9 million in terms of carrying amount, (the
Sub-Clusters under (i), (ii) and (iii) above, together, the "Real
Estate Cluster" amounting to EUR626.9 million or 83.5% of the
total Portfolio); (iv) non-real estate leasing contracts and/or
claims and the relevant underlying assets (EUR36.9 million); (v)
unsecured banking exposures (EUR48.2 million) and (vi) a pool of
fully written off unsecured claims of EUR38.7 million (the Sub-
Clusters under (iv), (v) and (vi) above, together, the "Non-Real
Estate Cluster" amounting to EUR 123.8 million or 16.5% of the
total Portfolio).

The Bank's aim is the disposal of the full Portfolio. The Bank
reserves in any case the right, at its discretion, to evaluate
further redefinition of the perimeter of the sale, including but
not limited to the sales of single SubClusters to a plurality of
different purchasers.

In light of the above, each offer shall be for the whole
Portfolio.  Purchaser/s are strongly invited to price
separately for each Sub-Cluster, but are in any case required to
include separate pricing for Sub-Clusters (i) and (ii).

The Bank is also available to evaluate the transfer to the
purchaser/s of certain employees.  On the Bank's website the
interested parties shall find inter alia a teaser describing the
key elements of the proposed transaction.

EY S.p.A. ("EY") is acting as Bank's exclusive financial advisor
in this Sales Process.  Any expression of interest to participate
in the Sales Process (the "EOI") should be submitted to EY via
e-mail (followed by a hard copy) by May, the 18th, 2017, 12 noon
(CET) to the contacts stated below. EOIs must be submitted in
English and must include the names and address of the interested
party (or of all members of a group of interested parties,
which may take part to the Sales Process also on the basis of
pooling agreements, consortia, or similar forms
of cooperation) ("Interested Party" or "Interested Parties"), the
names of the contact persons available for further questions as
well as the names of any mandated advisors.  EOIs shall further
be signed by or on behalf of the Interested Party/-ies.

Any EOI is to be made in the Interested Party's/-ies' own name
and own account.  Disclosed direct representation is permissible
if an original written power of representation is submitted.
Interested Party/-ies shall send its/their EOIs to the e-mail
addresses listed below (with a hard copy to follow).

Contact details:
Project contacts:
Erberto.Viazzo@it.ey.com (+39 348 1911479)
Luca.Cosentino@it.ey.com (+39 335 6081314)
Diego.Avizzano@it.ey.com (+39 366 5787674)
Stefano.Deho@it.ey.com (+39 331 4191134)

Original copies have to be sent to:
EY S.p.A.
Via Meravigli 12, 20123 Milan (Italy)

Interested Party/-ies having submitted their EOIs shall receive a
non-disclosure agreement.  From May, the 19th, 2017 and after
signing the Non-Disclosure Agreement, the relevant Interested
Party/-ies will receive access to more extensive information and
further documents regarding the Sales Process itself, the
proposed transaction and the relevant assets, including in
particular an information memorandum and a process letter.

The relevant Interested Party/-ies (if interested in proceeding
to the next phase of the Sales Process) shall be required to
submit to EY via e-mail (followed by a hard copy), by and no
later than June, the 16th, 2017, 12 noon (CET), a non-binding
offer. Such non-binding offer shall be prepared in accordance
with the indications set forth in the relevant process letter.

After submission of the non-binding offers, the Interested
Party/-ies admitted to the next phase of the Sales
Process shall receive a written communication setting forth any
further process details.

The Bank reserves the right, at its sole discretion, to extend
the deadline for the submission of bids, change other parameters
or deadlines during the Sales Process, terminate, modify or
suspend the Sales Process as a whole or in part at any time and
without being obliged to state the reasons therefore. In doing
so, the Bank will at all times comply with the principles of an
open, transparent, unconditional and non-discriminatory Sales
Process.  In such case, as in all other circumstances, no
Interested Party will have any claim for any damage
and/or compensation for loss, costs and other expenditure
incurred by it in connection with the Sales Process.

For further clarification or enquiries, Interested Parties may
contact the contact persons at EY stated above.


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C Y P R U S
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FG BCG LTD: S&P Ups Counterparty Credit Rating to 'B-/Stable/B'
---------------------------------------------------------------
S&P Global Ratings said that it had raised its short-term issuer
credit ratings on 22 financial institutions in the Commonwealth
of Independent States (CIS) and Cyprus following the publication
of new criteria and consequently removed the "under criteria
observation" (UCO) designation from these ratings.

S&P also raised the short-term issue ratings to 'B' from 'C' on
Commercial Bank Renaissance Credit LLC's $1.5 billion medium-term
note program, and on Kazkommertzbank JSC's KZT350 billion and
$2 billion medium-term note programs, and removed the UCO
designation.

The upgrade follows the application of S&P's revised global
criteria "MethodologyFor Linking Long-Term And Short-Term
Ratings," published April 7, 2017, on RatingsDirect.

RATINGS LIST

                                   To             From
BANK URALSIB (PJSC)
Counterparty Credit Rating        B-/Pos./B      B-/Pos./C

Baltic Financial Agency Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Belagroprombank JSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Concern Rossium LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

MKB-Leasing
Counterparty Credit Rating        B+/Neg./B      B+/Neg./C
Russia National Scale             ruA/--/--      ruA/--/--

Capital Bank Kazakhstan JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

Commercial Bank Renaissance Credit LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Davr-Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Development Capital Bank OJSC
Counterparty Credit Rating         B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Element Leasing LLC
Counterparty Credit Rating        B/Stable/B     B/Stable/C
Russia National Scale             ruA-/--/--     ruA-/--/--

FG BCS Ltd
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Kassa Nova Bank JSC
Counterparty Credit Rating        B/Negative/B   B/Neg./C
Kazakhstan National Scale         kzBB/--/--     kzBB/--/--

Kazkommertsbank JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--
Senior Unsecured                  B-             B-
Subordinated                      CCC            CCC
Junior Subordinated               CCC-           CCC-

Muganbank OJSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C

Orient Finans Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Qazaq Banki
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

REGION Broker Co. LLC
REGION Investment Co. AO
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Region Capital LLC
Senior Unsecured*                 B-             B-
Senior Unsecured*                 ruBBB          ruBBB
*Guaranteed by REGION Investment Co. AO.

Renaissance Financial Holdings Ltd.
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Senior Unsecured                  B-             B-

Bank BelVEB OJSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Turon Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Ural Bank for Reconstruction and Development
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--



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F R A N C E
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CEGEDIM SA: S&P Lowers CCR to 'B+' on Weaker Operating Results
--------------------------------------------------------------
S&P Global Ratings said that it had lowered its long-term
corporate credit rating on French health care software and
services group Cegedim S.A. to 'B+' from 'BB'.  The outlook is
stable.

The downgrade primarily reflects the significant decrease in
Cegedim's profitability compared with S&P's base case for 2016.
S&P has consequently revised down its base case through 2019.
The company's profitability has been severely hit by significant
costs stemming both from the group's recent reorganization
following the spin-off of its main historical division, CRM &
Strategic data, and the acceleration of the group's strategy.

S&P considers that the shift from licenses to SaaS/cloud
solutions has hampered profitability beyond S&P's expectations.
In addition, profitability has shrunk following a quicker
implementation of the business process outsourcing (BPO) offers
than previously anticipated, resulting in higher implementation
costs expensed in 2016 with no revenues recognized in the same
fiscal period.  Moreover, S&P understands that the lag between
revenue stream and expense recognition might affect profitability
further in the coming years.  Cegedim hopes to stabilize this
volatility in profitability by the end of fiscal year 2018,
Dec. 31, 2018.

S&P expects Cegedim's ratio of reported debt to EBITDA to climb
above 3.5x by Dec. 31, 2017, which will continue to position the
group's financial risk profile within S&P's significant category.
S&P has therefore revised down its assessment of the group's
financial risk profile to significant from intermediate.
Nevertheless, the group continues to enjoy strong interest
coverage ratios, thanks to a bond repayment in 2016 following the
disposal of its CRM & Strategic data division.  The group's cost
of debt should continue to decrease in 2017, as well, due to
lower debt and lower bank margins on the group's main credit
facility (EUR200 million revolving facility).

Cegedim's weak business risk profile reflects mainly the group's
modest scale of operation, its high cost structure, and below-
average absolute profitability, somewhat mitigated by its leading
market share in the U.K. and France in providing software to
pharmacists and doctors.  S&P continues to view positively the
fact that the group has broadened its geographic diversification
mainly through its latest acquisitions in the U.S., or even in
the U.K.  However, the group continues to be concentrated on
France, with almost 80% of total sales coming from the country.
Still, group revenues are relatively well diversified, with a
granular customer base, including British and French pharmacists
and practitioners, as well as companies operating outside the
health care sphere, for which Cegedim has successfully developed
a human-resource management offering.  The group's shift from
"Licenses" to "SaaS/Cloud" solutions has pushed it to further
invest in developing new products that offer an enhanced user
experience (easy to use web access), combined with a broader
range of functionalities (automated updates and multidevice
platforms). However the migration from a license-based model to
SaaS/Cloud technologies with sizable research and development
costs has heavily weighed on the profitability despite increasing
gross revenues.

Cegedim hopes through its BPO solutions to take advantage from
recently signed contracts with insurance companies (Klesia and
Ystia) to further develop its complete outsourcing solutions in a
large range of products such as payroll and human resources.
Because it generally takes two-three years for a BPO contract to
be fully profitable (given that the lion's share of the
implementation costs are concentrated at the beginning of the
process), S&P expects that the Cegedim should return to
historical profitability levels in 2018-2019.

S&P anticipates that Cegedim's revenue growth this year will be
slightly higher than in 2016.  Moreover, S&P expects Cegedim's
EBITDA margins to rebound, after important slippage in 2016, to
13.9% in 2016 from 18.4% in 2015.  S&P assumes that the group
will maintain a conservative financial policy and not make any
large debt-financed acquisitions or pay large dividends in coming
years.

The combination of S&P's weak business risk with significant
financial risk profile assessments leads to a 'bb-' anchor for
Cegedim.  However, S&P believes that there are risks associated
with the planned turnaround and deleveraging strategy and that
the group's leverage could remain above 4x in 2018.  S&P
therefore applies a negative comparable ratings adjustment.  The
adjustment lowers the rating outcome by one notch, reflecting
also S&P's holistic view that Cegedim's credit quality is aligned
with that of similarly rated peers especially in term of free
cash flow generation.

The stable outlook reflects S&P's view that, despite persistently
decreasing profitability in 2016, the group should continue to
implement its turnaround strategy, and that it will lead to S&P
Global Ratings-adjusted debt to EBITDA of 4x-5x in 2017.
Moreover, S&P's stable outlook reflects its assessment that
Cegedim will have adequate liquidity and sufficient covenant
headroom through 2018.

S&P could lower its ratings on Cegedim if the planned
improvements in earnings do not materialize, resulting in lower-
than-expected cash flows.  Specifically, S&P could lower the
ratings in the next 12 months if it became clear that Cegedim's
ratio of debt to EBITDA was likely to remain above 5x, and there
were no material operating cash flow generation improvement to
the levels sufficient to cover its working capital and
investments requirements for the existing business without the
need to increase debt.  S&P could also lower the rating if
Cegedim fails to increase headroom for the debt-to-EBITDA ratio
under its revolving credit facility (RCF) covenant to at least
15% in 2017.

An upgrade is unlikely over the next 12 months, since S&P
projects debt to EBITDA will remain above 4x, its threshold for
an aggressive financial risk profile.  This assumption reflects
that the company will only gradually increase its revenues and
profits and that these improvements are conditional upon
successful implementation of its turnaround strategy.
Nevertheless, S&P would likely take a positive rating action if
the group is able to increase its profits and cash flow
generation to levels that enable it to reduce and maintain
adjusted leverage below 3x, supported by adequate liquidity, and
headroom of more than 15% under its RCF covenant.


SFR GROUP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B+' long-term
corporate credit rating on French cable and telecommunications
company SFR Group S.A. and its subsidiary Ypso Holding Sarl.  The
outlook is stable.

S&P also affirmed its 'B+' issue ratings on SFR's senior secured
revolving credit facilities and term loans.  The recovery rating
remains at '3', indicating S&P's expectation of meaningful
(50%-70%, rounded estimate 65%) in the event of a payment
default.

The affirmation points to S&P's assessment of SFR as a core, and
not insulated, subsidiary of Altice N.V.  S&P believes that
Altice N.V. is unlikely to sell SFR due to the subsidiary's
meaningful scale within the group, our view of France as a core
market to Altice's majority shareholder, and track record of
Altice increasing its stake in SFR.  S&P therefore continues to
cap the rating on SFR at the level of the 'b+' group credit
profile of Altice N.V.

S&P revised down its assessment of SFR's stand-alone credit
profile (SACP), however, to reflect S&P's anticipation that SFR
will have sustainably higher debt leverage in the foreseeable
future than S&P previously projected.  Although S&P anticipates a
turnaround in EBITDA, we believe that ongoing capital outlays,
including those to further the fiber layout, will remain heavy
and translate into a relatively weak free operating cash flow
(FOCF)-to-debt ratio for the rating category.

After a challenging first half of 2016, marked by customer losses
on the back of network quality and overall perception issues, S&P
believes that SFR's performance will continue to rebound in 2017
after picking up in the second half of 2016.  While S&P is
mindful of execution risks for the company's ongoing
restructuring and various initiatives to underpin its market
positions, S&P anticipates stabilizing revenues in France and
absolute EBITDA growth in 2017. S&P thinks that measures to
improve network coverage and quality in the domestic market,
initiatives to increase customer retention, and aggressive cost-
cutting measures will steadily usher in stronger profitability.

In France, S&P currently foresees steady, albeit gradual,
improvements in SFR's revenues, continuing the better trend seen
since the second half of 2016, thanks to recovered positive
revenue growth in the fixed-line voice segment and a softer
decline in the mobile unit.  S&P thinks the decline in the fixed-
line subscriber base will moderate, reflecting fewer ADSL
(asymmetric digital subscriber line) customers churning to
competition relative to new subscribers, or existing customers
migrating to SFR's higher-end cable or fiber products.  S&P also
anticipates a gradual improvement in SFR's mobile segment,
including a softening decline in post-paid contracts underpinned
by the improved network quality and 4G indoor and outdoor
coverage.  These improvements are on the back of SFR's
investments in 2016 to catch up with some of its mobile
competitors after previous underinvestment in its networks.  In
S&P's opinion, SFR's strategy to bolster its content offerings
and its initiatives to improve customer service will also be
instrumental to a sustainable turnaround.  This should translate
into diminishing churn and further increases in high-end bundled
products penetration, and consequently higher average revenues
per user.

In S&P's view, SFR's business risk profile reflects the group's
solid No. 2 position in the French telecoms market, despite
setbacks in 2016.  S&P also acknowledges the company's product
and customer diversity, which enables it to provide quadruple-
play services (including mobile, fixed-line voice, TV
subscriptions, and internet services) to consumers and
businesses, and to provide wholesale services to other
telecommunications operators.  S&P views SFR's integrated telecom
networks as key to its competitive position in the highly
convergent French telecoms market.  These strengths are somewhat
offset by the very intense mobile and fixed-line competition in
the French telecoms market, which S&P regards as one of the most
competitive in Europe.  The outcome of SFR's strategy to curb its
high churn rates and improve customer perception will therefore
be only gradual, in S&P's view.

The stable outlook on SFR mirrors the outlook Altice N.V.
Additionally, S&P acknowledges that SFR's strengths support its
SACP, as well as S&P's projections of adjusted leverage at about
4.5x over the next two years.  In S&P's view, SFR will sustain
its turnaround this year, through improved client retention and
strengthened EBITDA margins.

S&P may revise the outlook to negative on Altice and consequently
on SFR, if S&P thought that the group could not maintain adjusted
leverage at around 6x or FOCF to debt at about 3%.  This may
happen, for example, if the group fails to turnaround its
revenues in France and Portugal on a full year basis, or if
EBITDA growth is insufficient to lower adjusted leverage to
levels more commensurate with the rating compared with 2016.

S&P could consider revising down our assessment of SFR's SACP if
the company's adjusted debt to EBITDA increased to 5x or higher.

S&P sees limited rating upside at this stage, given both its
forecast of limited FOCF generation at the Altice group level and
the latter's high merger and acquisition appetite.  Still, rating
upside could arise if the Altice group continued to diversify its
assets base, strengthen its margins, and improve credit metrics
beyond our base-case assumptions, including S&P Global Ratings-
adjusted debt to EBITDA to below 5.5x and FOCF to debt to 5%-10%.

S&P could consider revising up its view of SFR's SACP if adjusted
debt to EBITDA decreased to 4x or lower.



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G E R M A N Y
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HVB FUNDING: Fitch Lowers Hybrid Capital Notes Rating to BB
-----------------------------------------------------------
Fitch Ratings has downgraded Unicredit Bank AG's (HVB) Long-Term
Issuer Default Rating (IDR) to 'BBB+' from 'A-' and its Viability
Rating (VR) to 'bbb+' from 'a-'. The Outlook on the Long-Term IDR
is Negative.

Fitch's rating action follows the downgrade of HVB's ultimate
parent, UniCredit S.P.A. (UC), to 'BBB' from 'BBB+' (Outlook
revised to Stable from Negative). UC's downgrade follows the
downgrade of Italy's Sovereign Long-Term Foreign Currency IDR to
'BBB' from 'BBB+'.

KEY RATING DRIVERS
IDRS, VR AND SENIOR DEBT

HVB's IDRs and senior debt ratings reflect the bank's standalone
credit strength, as expressed by its VR. The bank's strong
capitalisation has a high influence on its VR. Its capital ratios
remain well above those of its peers even after a EUR3 billion
one-off dividend payment to UC to be completed in May 2017.

Fitch expects HVB's capitalisation to remain sound despite its
stated intention to distribute the vast majority of its profits
to UC in the next few years, which should result in minimal
internal capital generation at HVB. HVB has considerably reduced
its funding exposure to UC group entities and Fitch understand
that it has no plans for further extraordinary dividend payments
exceeding HVB's annual profit.

The VR also reflects HVB's primarily wholesale business model
based on a well-established domestic corporate and investment
banking franchise, its solid asset quality, which benefits from
the resilient German economy, and its moderate profitability with
some volatility.

HVB's VR reflects Fitch assumption that UC's strategic plan
announced in December 2016 (see "Fitch Affirms UniCredit at
'BBB+' Negative Outlook" dated December 22, 2016 and available on
www.fitchratings.com) will not have a material impact on HVB's
standalone strength. The measures, which include the agreed
payment of a EUR3 billion special dividend from HVB to UC,
confirm Fitch expectations that capital is increasingly managed
across the UC group. However, Fitch expects HVB's capitalisation
to continue to support a VR one notch above UC's VR in the short
term. In Fitch's view, intragroup contagion risk means that a
subsidiary would not typically be rated more than a notch above
its parent within the eurozone.

HVB's fully loaded common equity Tier 1 ratio (CET1) dropped to
20.4% at end-2016 from 25.1% at end-2015 due to the planned
special dividend payment (which is already accounted for in the
year-end regulatory ratios) as well as a 4.5% increase in risk-
weighted assets (RWA). However, HVB remains strongly capitalised
and Fitch expects it to comfortably exceed current and future
regulatory requirements. In addition, UC and HVB have agreed with
their respective national regulators that HVB's own funds ratio
will not fall below 13%.

The Negative Outlook on HVB's Long-Term IDR reflects the
potential pressure on HVB's capitalisation and financial
flexibility that could arise from a further deterioration in UC's
financial strength. Such a deterioration could, in Fitch opinion,
result in a need to upstream further capital from HVB to UC.
Moreover, under its assumed single-point-of-entry resolution
model, UC would continue to operate under its current parent bank
structure. Fitch believes that the higher fungibility of capital
and liquidity within the UC group that would result from this
approach makes material capital upstreaming more likely. This
could constrain HVB's financial flexibility.

DERIVATIVE COUNTERPARTY RATING (DCR) AND DEPOSIT RATINGS

HVB's DCR and Deposit Ratings are aligned with its IDRs. The
bank's qualifying junior and vanilla senior debt buffers are
large, but Fitch believes that their sustainability is not yet
clear. This is because there are still some uncertainties on the
timing of UC's plans to allocate total loss absorbing capacity
(TLAC) within the group, which could change HVB's liabilities
structure over the medium term.

SUPPORT RATING

HVB's Support Rating (SR) indicates a 'BB-' long-term rating
floor based on institutional support. It reflects Fitch's opinion
that despite UC's strong propensity to support HVB, its
constrained ability to do so results in a moderate likelihood of
extraordinary support. This is because of the large solvency
support that HVB would be likely to require relative to the
capital available in the rest of the group, given that a large
share of UC's consolidated equity is in HVB. Fitch views that
UC's propensity to support is strong is primarily based on HVB's
role as the group's investment banking hub and sizeable corporate
banking operations in Europe's largest economy.

SUBORDINATED DEBT AND HYBRID SECURITIES

HVB's hybrid capital notes issued through HVB Funding Trusts I
and II are rated four notches below the bank's VR: two notches
for loss severity; and two notches for incremental non-
performance risk. While the regulator could order a coupon
deferral in line with the terms and conditions of these profit-
linked instruments, Fitch views such intervention as unlikely in
light of HVB's solid standalone financial profile.

RATING SENSITIVITIES
IDRS, VR AND SENIOR DEBT

HVB's IDRs and VR are primarily sensitive to a change in UC's
IDRs. A further downgrade of UC's ratings would lead to a
downgrade of HVB's ratings because Fitch believes that a
weakening of UC's financial strength would increase the risk of
upstreaming further capital from HVB.

HVB's VR and IDR are also sensitive to rising integration and
fungibility of capital and funding within the UC group, which
Fitch views as likely under the European Single Supervision and
Single Resolution Mechanisms. Under Fitch's criteria, a highly
integrated bank that accounts for a large share of its parent's
consolidated assets and overall credit profile can be assigned a
common VR with its parent. Therefore, Fitch would probably assign
common VRs to UC and HVB if Fitch conclude that lower
restrictions on capital movements within the UC group make it
impossible to separate the credit profiles of its largest
subsidiaries. HVB's VR, and therefore IDR, would then converge
towards UC's ratings, which are currently a notch below HVB's.

Apart from UC's influence, HVB's VR and IDRs are also sensitive
to a decline in HVB's recurring operating profitability.

RATING SENSITIVITIES - DCR AND DEPOSIT RATINGS

HVB's DCR and Deposit Ratings are primarily sensitive to changes
in its IDRs. The DCR and Deposit Ratings could be notched above
HVB's IDRs if Fitch conclude that the bank's qualifying junior
and vanilla senior debt buffers are sufficient on a sustained
basis to restore viability and prevent a default on derivative
obligations and deposits after a failure. Fitch believes that
further clarity on the sustainability of these buffers should
become available when UC starts to downstream internal TLAC into
HVB.

The DCR and Deposit Ratings are also sensitive to future changes
to the resolution regime, which may alter the hierarchy of the
various instruments in resolution, although this is not Fitch
current expectations in Germany.

SUPPORT RATING

The SR is sensitive to significant changes to UC's ability to
support HVB, which could be indicated by a change to UC's
ratings. It is also sensitive to any negative changes to Fitch's
view of UC's propensity to provide support, which Fitch currently
does not expect. Fitch would withdraw HVB's SR if Fitch decide to
assign a common VR to UC and HVB.

SUBORDINATED DEBT AND HYBRID SECURITIES

HVB's subordinated debt and hybrid securities' ratings are
sensitive to changes in the bank's VR or to a change in the
securities' notching, which could arise if Fitch change Fitch
assessment of the notes' loss severity or relative non-
performance risk.

UniCredit Bank AG
Long-Term IDR downgraded to 'BBB+' from 'A-'; Negative Outlook
Short-Term IDR affirmed at 'F2'
Viability Rating downgraded to 'bbb+' from 'a-'
Derivative Counterparty Rating downgraded to 'BBB+(dcr) from 'A-
(dcr)'
Deposit Ratings downgraded to 'BBB+/F2' from 'A-'/'F2'
Support Rating affirmed at '3'
Senior unsecured certificates of deposit affirmed at 'F2'
Senior unsecured debt issuance programme downgraded to 'BBB+/F2'
from 'A-'/'F2'
Senior unsecured MTN programme downgraded to 'BBB+' from 'A-'
Senior unsecured EMTN programme downgraded to 'BBB+/F2' from 'A-
'/'F2'
Senior unsecured notes downgraded to 'BBB+' from 'A-'
Tier 2 subordinated notes downgraded to 'BBB' from 'BBB+'

HVB Funding Trusts I and II hybrid capital notes downgraded to
'BB' form 'BB+'



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


ADAGIO II CLO: S&P Raises Rating on Class E Notes to 'BB+'
----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Adagio II CLO
PLC's class B, C-1, C-2, D-1, D-2, and E notes, and P, Q, and S
combination notes.  At the same time, S&P has affirmed its
ratings on the class A-1, A-2A, and A-2B notes, and R combination
notes.

The rating actions follow S&P's analysis of the transaction,
using data from the February 2017 trustee report and the
application of S&P's relevant criteria.

Upon publishing S&P's updated recovery rate criteria for
speculative-grade corporate issuers, S&P placed those ratings
that could potentially be affected under criteria observation.
Upon publishing S&P's revised foreign exchange risk criteria, it
placed those ratings that could potentially be affected under
criteria observation in relation to those criteria.  Following
S&P's review of this transaction, its ratings that could
potentially be affected by the criteria changes are no longer
under criteria observation.

Since S&P's previous review, the transaction's credit quality has
benefited from the further deleveraging of the class A-1 and A-2A
notes.

Since S&P's June 2016 review, the portfolio has amortized by
approximately EUR56.5 million, increasing available credit
enhancement for all classes of notes.  Furthermore, the average
credit quality on the portfolio has improved.  The transaction
currently has no assets rated in the 'CCC' category ('CCC+',
'CCC', and 'CCC-') and no defaulted assets.  Over the same
period, the transaction's weighted-average spread has remained
relatively stable at 3.55%, compared with 3.60% at S&P's previous
review, while the transaction's overcollateralization ratios have
improved significantly.

Combining portfolio performance, increased credit enhancement,
and the application of S&P's relevant criteria, it considers the
available credit enhancement for the class A-1, A-2A, and A-2B
notes to be commensurate with their currently assigned ratings.
S&P has therefore affirmed its 'AAA (sf)' ratings on these
classes of notes.

S&P has raised its ratings on the class B, C-1, C-2, D-1, D-2,
and E notes, based on the results of our credit and cash flow
analysis.  With increased overcollateralization and shorter time
to maturity, the available credit enhancement for these classes
of notes is now commensurate with higher ratings than those
currently assigned.

The transaction also has four rated classes of combination notes
(P, Q, R, and S).  S&P defines a combination note's rated balance
as its initial principal amount minus all the distributions that
its components have made.  S&P's ratings on the class P, Q, R,
and S combination notes address the ultimate repayment of the
rated notes' balance.

S&P's credit and cash flow analysis suggests that the available
credit enhancement for the class P, Q, and S combination notes is
commensurate with higher ratings than those currently assigned.
S&P has therefore raised its ratings on these three classes of
notes.  S&P considers the available credit enhancement for the
class R combination notes to be commensurate with its currently
assigned rating and have therefore affirmed S&P's 'AAAp (sf)'
rating on this class of notes.

Adagio II CLO is a cash flow collateralized loan obligation (CLO)
transaction that AXA Investment Managers Paris S.A. manages.  It
is backed by a portfolio of loans to speculative-grade corporate
firms.  The transaction closed in December 2005 and entered its
post-reinvestment period in January 2013.  Adagio CLO II allows
for reinvestments and asset trading after the end of the
reinvestment period, provided that the reinvestment criteria
outlined in the transaction documents are met.  S&P has
considered this in its credit and cash flow analysis.

RATINGS LIST

Class           Rating
           To           From

Adagio II CLO PLC
EUR413.99 Million Senior And Subordinated Deferrable Fixed- And
Floating-Rate Notes

Ratings Raised

B          AAA (sf)     AA+ (sf)
C-1        AA+ (sf)     A+ (sf)
C-2        AA+ (sf)     A+ (sf)
D-1        A+ (sf)      BBB (sf)
D-2        A+ (sf)      BBB (sf)
E          BB+ (sf)     BB (sf)
P Comb     AAAp (sf)    AAp (sf)
Q Comb     AA+p (sf)    Ap (sf)
S Comb     AAAp (sf)    AA+p (sf)

Ratings Affirmed

A-1        AAA (sf)
A-2A       AAA (sf)
A-2B       AAA (sf)
R Comb     AAAp (sf)


BOSPHORUS CLO III: S&P Assigns Prelim. 'B-' Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Bosphorus CLO III DAC's class A, B, C, D, E, and F secured
deferrable and nondeferrable floating-rate notes.  At closing,
Bosphorus CLO III will also issue unrated subordinated notes.

Bosphorus CLO III is a cash flow collateralized loan obligation
(CLO) transaction securitizing a portfolio of senior secured
loans and bonds granted to speculative-grade European corporates.
Commerzbank AG, London Branch will manage the transaction.

The portfolio will be fully ramped up at closing.  The
transaction will feature a two-year reinvestment period where
only unscheduled proceeds on the underlying assets (coming from
prepayments, optional redemptions, accelerations, or offers) can
be reinvested into new assets, subject to the satisfaction of the
reinvestment criteria.  The portfolio manager may also sell
assets identified as credit-impaired and defaulted assets during
the transaction's life.

Under the transaction documents, the rated notes will pay
quarterly interest unless a frequency switch event occurs.
Following this, the notes will permanently switch to semiannual
interest payments.

The portfolio will represent a well-diversified pool of corporate
credits, with a fairly uniform exposure to all of the credits.
Therefore, S&P has conducted its credit and cash flow analysis by
applying its criteria for corporate cash flow collateralized debt
obligations.

The Bank of New York Mellon, London Branch will be the bank
account provider and custodian.  Its downgrade remedies are in
line with S&P's current counterparty criteria.

S&P anticipates that the issuer will be bankruptcy remote, in
line with its legal criteria.

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

RATINGS LIST

Bosphorus CLO III DAC
EUR0 mil secured floating rate notes

Prelim Amount
Class                 Prelim Rating mil, EUR)
A                     AAA (sf) TBD
B                     AA+ (sf) TBD
C                     A+ (sf) TBD
D                     BBB+ (sf) TBD
E                     BB (sf) TBD
F                     B- (sf) TBD
Sub                   NR TBD

TBD--To be determined. NR--Not rated.


GRAND CANAL 1: Moody's Assigns B1(sf) Rating to Class F2 Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive credit ratings
to the following classes of notes issued by Grand Canal
Securities 1 DAC:

-- EUR239,348,000 Class A Mortgage Backed Floating Rate Notes
    due February 2055, Definitive Rating Assigned Aaa (sf)

-- EUR18,788,000 Class B Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned Aa2 (sf)

-- EUR14,703,000 Class C Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned Aa3 (sf)

-- EUR14,703,000 Class D Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned A2 (sf)

-- EUR7,188,000 Class E Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned Baa3 (sf)

-- EUR3,921,000 Class F1 Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned Ba2 (sf)

-- EUR5,228,000 Class F2 Mortgage Backed Floating Rate Notes due
    February 2055, Definitive Rating Assigned B1 (sf)

The EUR3,267,000 Class Z1 Mortgage Backed Notes due February
2055, the EUR3,267,000 Class Z2 Mortgage Backed Notes due
February 2055, the EUR16,342,000 Class Z3 Mortgage Backed Notes
due February 2055 and the EUR9,802,000 Class X Floating Rate
Notes due February 2055 were not rated by Moody's.

The Class X Notes are not backed by the collateral.

This transaction is the first securitisation in Ireland by Mars
Capital Ireland Holdings DAC. (NR). The portfolio consists of
Irish first lien prime and non-conforming residential mortgage
loans originated by Irish Nationwide Building Society and
Springboard Mortgages Limited mainly between 2004 to 2008.

RATINGS RATIONALE

The ratings of the notes are based on an analysis of the
characteristics of the underlying portfolio, protection provided
by credit enhancement and the structural integrity of the
transaction.

In analysing the portfolio, Moody's determined the MILAN Credit
Enhancement (CE) of 21% and the portfolio Expected Loss (EL) of
6.5%. The MILAN CE and portfolio EL are key input parameters for
Moody's cash flow model.

MILAN CE of 21%: This is around the average MILAN CE assumption
for other Irish RMBS transactions and follows Moody's assessment
of the loan-by-loan information taking into account the
historical performance and the pool composition including (i) the
fairly low weighted average current loan-to-value (LTV) ratio of
57.9% and indexed LTV of 73.6% (ii) the high seasoning of 10.1
years on average and (iii) 13.9% of restructured loans.

Portfolio expected loss of 6.5%: This is around the average
expected loss assumption for other Irish RMBS transactions and is
based on Moody's assessment of the lifetime loss expectation for
the pool taking into account (i) the historical collateral
performance of the loans to date; as provided by the seller; (ii)
the current macroeconomic environment in Ireland and (iii)
benchmarking with similar Irish RMBS transactions.

Credit Enhancement: The Class A notes benefit from the
subordination provided by more junior notes, namely Class B to Z3
notes (excluding Class X notes). There is a fully funded
liquidity reserve fund in place sized at closing as 1.85% of
Class A principal balance dedicated to paying senior fees and
interest on Class A notes. The liquidity reserve builds up to
3.75% of the original principal balance of the Class A notes in
accordance with a predefined liquidity reserve target schedule.
During the life of the transaction the liquidity reserve fund can
only be used for liquidity purposes and cannot be used to cure
credit losses. The general reserve fund is not funded at closing
and is set to build up with excess spread to 3.5% of Class B to
Z3 principal outstanding balance. The general reserve fund can be
used to pay senior fees and interest on Class A to F notes
(including Class X notes) as well as cure PDL allocated to Class
A to F2 notes. The transaction has annualized excess spread of
around 1.56% (assuming a 3-month EURIBOR at 4%, 0.3% senior fees,
SVR loans yield 2.5% over EURIBOR and assuming that there is no
Class X senior payment).

Operational Risk Analysis: The primary servicer Acenden Limited
and special servicer Mars Capital Ireland Holdings DAC are both
not rated by Moody's. In order to mitigate the operational risk,
a back-up servicer facilitator is appointed at closing that would
support the issuer in the event a replacement needs to be
appointed relating to the primary and special servicer. In
addition, to ensure payment continuity over the transaction's
lifetime the transaction documents incorporate estimation
language whereby the cash manager can use the three most recent
servicer reports to determine the cash allocation in case no
servicer report is available. The Class A notes also benefit from
the dedicated liquidity to ensure timeliness of interest payment
should there be a cash flow interruption in the transaction.

Interest Rate Risk Analysis: There is no swap in the transaction
to hedge the basis risk. As such the deal is exposed to the basis
mismatch between the 3 month EURIBOR linked payments made to
noteholders and the interest received on the mortgage loans which
are linked to ECB's refinancing rate and standard variable rate.
In mitigation, the transaction includes a requirement for the
servicer not to set the SVR rate on the loans at a level of less
than 3 month EURIBOR plus 2.50%. Moody's has taken into
consideration the absence of a basis swap in its cash flow
modelling.

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from 6.5% to 11.4% of current balance, and the
MILAN CE was increased from 21.0% to 29.4%, the model output
indicates that the Class A notes would still achieve Aaa(sf)
assuming that all other factors remained equal. Moody's Parameter
Sensitivities quantify the potential rating impact on a
structured finance security from changing certain input
parameters used in the initial rating. The analysis assumes that
the deal has not aged and is not intended to measure how the
rating of the security might change over time, but instead what
the initial rating of the security might have been under
different key rating inputs.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2016.

Please note that on 22 March 2017, Moody's released a Request for
Comment, in which it has requested market feedback on potential
revisions to its Approach to Assessing Counterparty Risks in
Structured Finance. If the revised Methodology is implemented as
proposed, the Credit Rating on Grand Canal Securities 1 DAC may
be affected. Please refer to Moody's Request for Comment, titled
" Moody's Proposes Revisions to Its Approach to Assessing
Counterparty Risks in Structured Finance," for further details
regarding the implications of the proposed Methodology revisions
on certain Credit Ratings.

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

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

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

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on or before the rated final legal
maturity date for the Class A and B notes and ultimate payment of
interest and principal at par on or before the rated final legal
maturity date for the Class C to F2 notes. Moody's ratings only
address the credit risk associated with the transaction. Other
non-credit risks have not been addressed, but may have a
significant effect on yield to investors.


TALISMAN-7 FINANCE: S&P Withdraws 'D' Rating on Class C Notes
-------------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CCC- (sf)' its
credit rating on Talisman-7 Finance Ltd.'s class C notes.  At the
same time, S&P has affirmed its 'D (sf)' ratings on the class D
to J notes.  S&P has subsequently withdrawn its ratings on these
eight classes of notes, effective in 30 days' time.

The rating actions reflect the issuer's failure to repay the
remaining note principal balance on April 24, 2017, the legal
final maturity date.

Talisman-7 Finance closed in June 2007, with notes totaling
EUR1.8 billion.  The original loan pool was secured on commercial
properties in Germany.  Since closing, six loans have repaid.
The four remaining loans are all in special servicing.  All of
the properties in one of these loans have been sold and proceeds
have already been applied.  Sales processes are ongoing for the
three remaining loans.

                         RATING RATIONALE

S&P's ratings in Talisman-7 Finance address timely payment of
interest and repayment of principal no later than the legal final
maturity date on April 24, 2017.

The issuer failed to repay the notes on the legal final maturity
date.

S&P has therefore lowered to 'D (sf)' from 'CCC- (sf)' its rating
on the class C notes in line with its criteria.

At the same time, S&P has affirmed its 'D (sf)' ratings on the
class D to J.  These classes of notes failed to pay interest on a
timely basis.

The ratings will remain at 'D (sf)' for a period of 30 days
before the withdrawals become effective.

Talisman-7 Finance is a 2007-vintage transaction, currently
backed by four loans secured by three assets located in Germany.

RATINGS LIST

Class                 Rating
            To                      From

Talisman-7 Finance Ltd.
EUR1.826 Billion Commercial-Backed Floating-Rate Notes

Rating Lowered And Withdrawn[1]

C           D (sf)                  CCC- (sf)
            NR                      D (sf)

Ratings Affirmed And Withdrawn[1]

D           D (sf)
            NR                      D (sf)
E           D (sf)
            NR                      D (sf)
F           D (sf)
            NR                      D (sf)
G           D (sf)
            NR                      D (sf)
I           D (sf)
            NR                      D (sf)
J           D (sf)
            NR                      D (sf)

NR--Not rated.
[1]These ratings will remain at 'D (sf)' for a period of 30 days
before the withdrawals become effective.


WINDERMERE XIV: Moody's Affirms Caa1(sf) Rating on Cl. B Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Class A
Notes and affirmed the rating of Class B Notes issued by
Windermere XIV CMBS Limited.

Moody's rating action is:

Issuer: Windermere XIV CMBS Limited

-- EUR836.43M Class A Notes, Downgraded to B1 (sf); previously
    on June 29, 2016 Affirmed Ba1 (sf)

-- EUR97.10M Class B Notes, Affirmed Caa1 (sf); previously on
    June 29, 2016 Affirmed Caa1 (sf)

Moody's does not rate the Class C, Class D, Class E, Class F and
the Class X Notes.

RATINGS RATIONALE

The downgrade action reflects the lower expected recoveries from
the Sisu Loan and the lack of progress in working out the
remaining properties backing the Fortezza II Loan. Although
Moody's expects a full recovery for the Class A Notes, the risk
that recoveries are available to the Notes only past Legal Final
Maturity in April 2018 has increased.

The rating on the Class B Notes is affirmed because the rating is
commensurate with the expected loss assessment on the defaulted
loans in the pool (100% of the current pool balance). The rating
also reflects the expected higher volatility around the ultimate
recoveries.

Moody's expects a base expected loss in the range of 50% - 60% of
the outstanding pool balance, compared with 40% - 50% at the last
review. Moody's derives this loss expectation from the analysis
of the default probability of the securitised loans (both during
the term and at maturity) and its recovery expectation for the
collateral.

Realised losses have remained stable at 0.05% of the original
securitised balance since the last review.

For a summary of Moody's key assumptions for the loans in the
pool please refer to the section SUMMARY OF LOAN ASSUMPTIONS
below.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was Moody's
Approach to Rating EMEA CMBS Transactions published in November
2016.

Other factors used in these ratings are described in European
CMBS: 2016-18 Central Scenarios published in April 2016.

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

The main factor or circumstance that could lead to an upgrade or
downgrade of the ratings is a material change in the recovery
assumptions for the underlying defaulted loans.

MOODY'S PORTFOLIO ANALYSIS

As of the April IPD, the transaction balance has declined by
77.2% to EUR253.3 million from EUR1.11 billion at closing in
November 2007 due to the pay off of six loans originally in the
pool. The Notes are currently secured by two first-ranking legal
mortgages over 57 commercial properties ranging in size from
14.6% to 84.8% of the current pool balance. Since the last review
one loan repaid. The pool has an above average concentration in
terms of geographic location (81.4% Italy and 18.6% Finland,
based on UW market value) and property type (85.4% office and
14.5% Retail).

Both remaining loans are in work-out. For both loans, the
underlying properties are being liquidated by the respective
borrowers under the supervision of the special servicer.

SUMMARY OF MOODY'S LOAN ASSUMPTIONS

Below are Moody's key assumptions for the remaining two loans.

The Fortezza II Loan (84.8% of pool) - LTV: 157.5% (Whole)/
157.5% (A-Loan); Total Default Probability: N/A - Defaulted;
Expected Loss: 50% - 60%

The Sisu Loan (14.6% of pool) - LTV: 196.8% (Whole)/ 196.8% (A-
Loan); Total Default Probability: N/A - Defaulted; Expected Loss:
60% - 70%


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


DIAPHORA1 FUND: June 27 Bid Submission Deadline Set
---------------------------------------------------
Diaphora1 Fund, in liquidation, pursuant to Art. 57 TUF, put up
for sale the following properties:

Ozzano dell'Emilia (BO), property complex consisting of land for
agricultural and/or commercial/office purposes covering a total
of 150,097 m2 of registered area, of an "office" building, and of
a building for school purposes as described in the appraisal
report dated May 28, 2015, drawn up by Ing. Giuliano Ferrari.

Starting price EUR11,232,000, in addition to applicable tax

Interested parties have until 12:00 a.m. on June 27, 2017, to
submit their bids to the sub-office of Notary Vincenzo Palmieri
in Viale della Lirica 61, Ravenna.

The sale will be conducted at 3:00 p.m. on June 28, 2017, at the
office of the Notary.

Details, procedures and sales regulations are availble at
www.luquidagest.it


INNSE CILINDRI: May 10 Expressions of Interest Deadline Set
-----------------------------------------------------------
With reference to the "Call for expression of interest for the
purchase of businesses owned by Innse Cilindri S.r.l. in
Extraordinary Administration" (hereafter, the "Call for
Expression") and to the "Notice of reopening of terms"
(hereafter, the "First Notice"), published on December the 21,
2016, and on March 17, 2017, respectively, on the websites
www.gruppoilva.com, www.gruppoilvainas.it, and
www.innsecilindri.com, as well as on the newspapers Il Sole 24
Ore and Financial Times.

The terms with initial capital letter not differently defined
under this notice (hereafter, the "Second Notice") have the
significance attributed to them in the Call for Expression.

With this Second Notice, Avv. Corrado Carrubba, Dott. Piero Gnudi
and Prof. Enrico Laghi, the Official Receivers of Innse Cilindri,
announced the reopening of the terms for the submission of the
Expressions of interest for the participation to the Procedure,
with effect from April 21, 2017, until 6:00 p.m. (CET) of May 10,
2017.

Reference is made, for the methods of submission of the
expressions of interest and for everything not explicitly ruled
under this Notice, to the provisions provided for by the Call for
Expression.

The expressions of interest, submitted in accordance with the
provisions of the Call for Expression and received within the
term specified in the paragraph 3.1 of the same Call for
Expression, are going to be valid in their entirety.

The applicant entities who have submitted the expressions of
interest in accordance with the terms provided for by the
paragraph 3.1 of the Call for Expression have the right to
submit, no later than the deadline referred to in this Notice, a
new expression of interest that will render void and fully
invalid the previous one.

Any potential clarifications and/or information with regard to
this Second Notice and/or the Call for Expression and/or the
First Notice can be requested by sending proper communication in
Italian to the financial advisor of the Official Receivers,
Rothschild S.p.A., exclusively by e-
mail, to the following address: ProjectCilindri@Rothschild.com,
including as object "Project Cilindri".


PORTO SAN ROCCO: May 26 Bid Submission Deadline for Complex Set
---------------------------------------------------------------
Paolo D'Agostini, as official receiver of Bankr. Porto San Rocco
s.r.l., in liquidation, is selling the company's property
complex, in addition to certain fittings, located in Muggia
(Trieste), specifically in the Porto San Rocco area, indicated as
follows: 305 property units -- 117 of which used as dwellings or
tourist accommodations and several of which furnished; 11
business premises, 22 cellars, 152 roofed parking spaces and 3
unroofed parking spaces, spread over 13 UMIs (Minimal Units of
Intervention), divided into 7 apartment buildings, named from
letter A to letter H, except for letter E.

The complex is sold in accordance with art. 107 of the bankruptcy
law, using a competitive bidding procedure, through private bids
at the starting price of EUR8,115,180.34, EUR6,639,717.82 of
which relating to the housing units -- tourist
accommodations, EUR1,460,462.51 to the non-residential
property units, and EUR15,000.00 to the existing fittings partly
of the housing units, it being specified that the sale rules out
any possibility of the sale of a company or business unit, as a
whole and not on a per unit of measure basis, all as in fact and
in law, as resulting in the 20-year report drawn up by notary
Alfonso Colucci of Rome, and in the report drawn up by the court-
appointed expert of the Bankruptcy, surveyor Sergio Cruciani.

The complex is sold unencumbered by mortgages and other adverse
entries and registrations, with the charges thereof borne by the
successful bidder.

The bid should be enclosed in a sealed envelope and submitted by
11:00 a.m. on May 26, 2017, at the office of notary Alfonso
Colucci, in Via Emanuele Gianturco no. 1 Rome.  The sealed bid
should also include a bank draft/bank drafts made payable to Avv.
Paolo D'Agostini, official receiver of Bankr. Porto San Rocco
s.r.l. (no. 189/15 Court of Rome), equal to 10% of the bid
amount, as a deposit, on pain of nullity.  The envelopes shall be
opened on the same day at 12:00 a.m.; should more than one
envelope containing the purchase bid be submitted, the tender
among the bidders shall take place immediately before notary
Alfonso Colucci; in the tender, if any, the minimum bid increment
shall be EUR50,000.00.

The conditions and procedures for the submission of the bids, for
the tender, if any, among the bidders, and for the sale, the
contract of which shall be concluded within 45 days from the
final
award by notary Alfonso Colucci, are indicated in the application
filed on March 30, 2017, and approved by the Creditors' Committee
through resolution dated March 30, 2017.

The documents are made available to the interested parties on the
website of the procedure, www.fallportosanrocco.it  information
may be requested from the official receiver Paolo D' Agostini --
avvdago@tin.it -- via Girolamo da Carpi no. 6, Rome, tel. 06-
3227850, or from Claudio Santini, tel 06-80693292.


===================
K A Z A K H S T A N
===================


EASTCOMTRANS LLP: Moody's Affirms Caa1 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has changed the outlook on Eastcomtrans
LLP (ECT), Kazakhstan's largest private freight railcar leasing
company, to stable from negative following the company's
announcement that it has obtained consent from the holders of its
$100.0 million 7.75 per cent. senior secured notes due 2018 to
extend maturity to 2021-22.

The amendments to the notes documentation became effective on
April 20, 2017.

Concurrently, the rating agency affirmed ECT's Caa1 corporate
family rating (CFR), Caa1(LGD3) senior secured rating of ECT's
outstanding notes, the company's national scale corporate family
rating (NSR) of B3.kz, and changed the probability of default
rating (PDR) to Caa1-PD/LD from Caa1-PD, while concurrently
affirming the PDR.

Moody's has also appended ECT's PDR with the limited default
(/LD) designation, which reflects Moody's view that the approved
consent solicitation constitutes a distressed exchange under
Moody's definition of default. Moody's will remove the /LD
designation from the PDR in three business days.

The rating action reflects an improvement in ECT's liquidity
profile as the holders of its senior secured $100m notes (of
which $58m is currently outstanding) agreed to extend their
maturity to 2021-22 from April 22, 2018, and suspend covenants
testing from
December 31, 2016 until January 1, 2018.

RATINGS RATIONALE

In addition to the improvement in near-term liquidity Moody's
also notes that ECT has waived all covenants for 2016, and either
reset or suspended testing of the majority of its financial
covenants embedded in its loan agreements for 2017. Moody's
understand that ECT continues to negotiate waivers for certain
covenants under its banking facilities. The agency also believes
that certain covenants for which testing is suspended until end-
2017 could again be breached in 2018, which would trigger another
round of renegotiations and increase liquidity risks.

The Caa1 corporate family rating is supported by (1) a reasonable
assuredness that the company's cash flow generation underpinned
by the renewed contracts with Tengizchevroil LLP (TCO) has
stabilised, albeit at materially lower levels than those seen in
2014, and will remain sustainable over the course of the next
three years, which is the minimal duration of the new TCO
contracts; and (2) adequate asset coverage of net debt at
approximately 1.3x as of end-December 2016, which provides for a
reasonable recovery rate of the secured debt, including the
Eurobond, in the liquidation event.

Although Moody's recognises the recent strengthening in ECT's
liquidity as a result of the notes' maturity extension, the
company's operating and financial profile remain under pressure
due to (1) a material mismatch between the company's currency of
debt (mainly US dollars) and its volatile currency of operations
(KZT, or tenge); (2) a weakened economic environment in
Kazakhstan (Baa3 negative) and low oil price environment that
affects business activity and tariffs; and (3) impairments to
market value of the company's assets, represented by railcars.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that ECT will
generally comply with its covenants in 2017, thereby maintaining
an overall satisfactory liquidity profile. In addition, Moody's
notes that the company's asset coverage remains adequate based on
the asset fair value assessment as of end-2016.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could consider upgrading ECT if the company (1) generally
succeeds in resetting all of its financial covenants to a
comfortable and sustainable level; (2) demonstrates a sustainable
leverage profile and an improvement in interest coverage measured
by Moody's adjusted EBITDA/interest to around 2.5x on a sustained
basis. In addition to the above factors, Moody's would also
assess the sustainability of the company's business profile,
contractual arrangements with its largest customer, TCO, and the
company's vulnerability to their further alterations.

Conversely, the rating agency could downgrade the ratings should
ECT's financial or liquidity profile deteriorate, as a result of
(1) unresolved covenant breaches increasing the probability of
debt acceleration; and (2) a weakening in the cash flow
generation beyond currently expected levels.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.

Moody's National Scale Credit Ratings (NSRs) are intended as
relative measures of creditworthiness among debt issues and
issuers within a country, enabling market participants to better
differentiate relative risks. NSRs differ from Moody's global
scale credit ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".za" for South Africa.
For further information on Moody's approach to national scale
credit ratings, please refer to Moody's Credit rating Methodology
published in May 2016 entitled "Mapping National Scale Ratings
from Global Scale Ratings". While NSRs have no inherent absolute
meaning in terms of default risk or expected loss, a historical
probability of default consistent with a given NSR can be
inferred from the GSR to which it maps back at that particular
point in time. For information on the historical default rates
associated with different global scale rating categories over
different investment horizons.

Eastcomtrans LLP (ECT) is the largest private company
specialising in operating leasing of freight railcars in
Kazakhstan. As of year-end 2016, ECT's fleet comprised 12,000 own
and around 900 leased railcars, or approximately 10% of the
country's total. The company derived more than 70% of its
revenues from railcar operating lease agreements, and
approximately 30% from providing transportation and other related
services. 93.33% of Eastcomtrans's share capital is directly and
indirectly controlled by Mr. Marat Sarsenov and 6.67% by
International Finance Corporation (IFC; Aaa stable). In the last
12 months ended September 2016, ECT's revenue amounted to KZT25.9
billion (approximately $75.7 million) and EBITDA to KZT20.0
billion (approximately $58.5 million).


KAZKOMMERTZBANK: S&P Ups ST Issue Rating on KZT350BB Notes to 'B'
-----------------------------------------------------------------
S&P Global Ratings said that it had raised its short-term issuer
credit ratings on 22 financial institutions in the Commonwealth
of Independent States (CIS) and Cyprus following the publication
of new criteria and consequently removed the "under criteria
observation" (UCO) designation from these ratings.

S&P also raised the short-term issue ratings to 'B' from 'C' on
Commercial Bank Renaissance Credit LLC's $1.5 billion medium-term
note program, and on Kazkommertzbank JSC's KZT350 billion and
$2 billion medium-term note programs, and removed the UCO
designation.

The upgrade follows the application of S&P's revised global
criteria "MethodologyFor Linking Long-Term And Short-Term
Ratings," published April 7, 2017, on RatingsDirect.

RATINGS LIST

                                   To             From
BANK URALSIB (PJSC)
Counterparty Credit Rating        B-/Pos./B      B-/Pos./C

Baltic Financial Agency Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Belagroprombank JSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Concern Rossium LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

MKB-Leasing
Counterparty Credit Rating        B+/Neg./B      B+/Neg./C
Russia National Scale             ruA/--/--      ruA/--/--

Capital Bank Kazakhstan JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

Commercial Bank Renaissance Credit LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Davr-Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Development Capital Bank OJSC
Counterparty Credit Rating         B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Element Leasing LLC
Counterparty Credit Rating        B/Stable/B     B/Stable/C
Russia National Scale             ruA-/--/--     ruA-/--/--

FG BCS Ltd
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Kassa Nova Bank JSC
Counterparty Credit Rating        B/Negative/B   B/Neg./C
Kazakhstan National Scale         kzBB/--/--     kzBB/--/--

Kazkommertsbank JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--
Senior Unsecured                  B-             B-
Subordinated                      CCC            CCC
Junior Subordinated               CCC-           CCC-

Muganbank OJSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C

Orient Finans Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Qazaq Banki
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

REGION Broker Co. LLC
REGION Investment Co. AO
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Region Capital LLC
Senior Unsecured*                 B-             B-
Senior Unsecured*                 ruBBB          ruBBB
*Guaranteed by REGION Investment Co. AO.

Renaissance Financial Holdings Ltd.
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Senior Unsecured                  B-             B-

Bank BelVEB OJSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Turon Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Ural Bank for Reconstruction and Development
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--



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


ALTICE INTERNATIONAL: S&P Affirms 'B+' CCR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on cable and telecommunications company Altice
International S.a.r.l.  The outlook is stable.

S&P also affirmed its 'BB-' issue rating on on Altice
International's senior secured term loans and notes.  The
recovery rating remains '2', reflecting S&P's expectation of
substantial recovery (70%-90%; rounded estimate: 70%), in the
event of default.  S&P also affirmed its 'B-' issue rating on the
company's unsecured notes.  The recovery rating remains '6',
reflecting S&P's expectation of negligible recovery (0%-10%;
rounded estimate: 0%) in case of default.

The affirmation reflects that, although S&P believes Altice
International's stand-alone creditworthiness has improved --
thanks to revenue growth in 2016 that S&P expects will continue,
and a significant reduction in debt -- S&P continues to view the
company as a core, but not insulated entity in the Altice group,
and consequently cap our ratings at the level of those on the
group's parent, Altice N.V.

S&P's revision of Altice International's stand-alone credit
profile (SACP) to 'bb-' from 'b+' previously reflects S&P's view
that its financial risk profile is sustainably stronger than S&P
expected previously, with an S&P Global Ratings-adjusted debt to
EBITDA ratio likely to remain below 5.0x.

S&P believes that the company will confirm recent signs of a
turnaround in its Portuguese operations, despite the market still
being plagued by extremely low mobile average revenue per user,
fierce competition, and a structurally challenging enterprise
segment.  In S&P's base case, it anticipates that revenue
declines will ease gradually in Portugal, helped by furthered
fiber coverage and a push toward increased penetration of fixed-
to-mobile converged products.  This in particular should help
Altice International better compete against the alternative cable
infrastructure-based operators, leverage the company's extensive
4G network, and gradually stabilize consumer revenues, in S&P's
view.

S&P anticipates steady growth in Altice International's other
markets, such as Israel, Dominican Republic, and French Overseas
territories.  S&P sees this as underpinned by a combination of
positive net subscriber additions and better customer retention,
both supported by the company's strategy to differentiate on
content and improve customer care.

In S&P's revised base case, it expects annual free operating cash
flow (FOCF) generation to rebound from 2017, after likely
nonrecurring hefty content investments in 2016.  Capital outlays
will likely be heavy, reflecting the fiber layout effort in
Portugal and mobile network upgrades in other markets, but this
should be mitigated by likely comfortable EBITDA margins going
forward.

The stable outlook mirrors that on Altice N.V., given S&P's
assessment of Altice International as a core group member.

Additionally, S&P acknowledges that Altice International's
strengths support its SACP, and S&P's projection adjusted
leverage at about 4.4x over the next two years.  In S&P's view,
the company will successfully leverage its geographic diversity
and sustain a gradual revenue turnaround in Portugal.

S&P may lower the rating on Altice N.V. and consequently on
Altice International, if S&P came to think that the group's S&P
Global Ratings-adjusted leverage could not sustainably reduce to
around 6.0x in the future or FOCF to debt improve to about 3%.
This may happen, for example, if the group fails to turn around
its full-year revenues in France, which could stem from execution
setbacks; or if EBITDA growth in not sufficient to reduce
adjusted leverage to more commensurate levels for the rating
compared with 2016.  S&P could consider revising its assessment
of Altice International's SACP downward if the S&P Global
Ratings-adjusted debt-to-EBITDA ratio increases to 5.0x or more.

S&P sees limited rating upside at this stage, given both its
forecast of the group's limited free cash flow generation and
high M&A appetite.  Still, rating upside could develop if the
group continued to diversify its assets base, strengthen its
margins, and improve its credit metrics beyond S&P's base-case
assumptions, including S&P Global Ratings-adjusted ratios of debt
to EBITDA below 5.5x and FOCF to debt of 5%-10%.

S&P could consider revising our assessment of Altice
International's SACP upward if its S&P Global Ratings-adjusted
debt to EBITDA decreased to 4.0x or less.


ARM ASSET: May 3 Creditors' Meeting Set to Consider CVA Proposal
----------------------------------------------------------------
Pursuant to rule 4.106A(2) of the Insolvency Rules 1986,
Sarah Megan Rayment (IP Number 9162), Mark James Shaw (IP Number
8893) and Malcolm Cohen (IP Number 6825) of BDO LLP, 55 Baker
Street, London W1U 7EU were appointed Joint Liquidators of Arm
Asset Backed Securities SA, subject to an insolvency proceeding
Societe anonyme, on March 10, 2017, by the Secretary of State for
Business, Energy & Industrial Strategy.

A meeting of ARM's creditors will be held at the Park Plaza
Sherlock Holmes Hotel, 108 Baker Street, London W1U 6LJ on May 3,
2017, at 11.00 a.m. (BST) for the purpose of considering the
Joint Liquidators' proposal for a Company Voluntary Arrangement
in relation to ARM.

In order to comply to the rules imposed by the Insolvency Rules
1986, an ordinary general meeting of the shareholders of ARM,
held extraordinarily, will take place on 4 May 2017, at
11:30 a.m. (CET) at the registered office of the company (148,
Avenue de la Faiencerie, L-1511 Luxembourg) (hereafter referred
to as the "Meeting").

The agenda of the meeting shall cover the following items:

1. "To approve the CVA in the terms of the CVA Proposal made by
the Joint Liquidators (as detailed in the CVA Proposal) at the
Meeting.

2. To approve that Mark James Shaw, Malcolm Cohen and Sarah Megan
Rayment be and are hereby appointed to act as Supervisors of the
CVA.

3. To approve that, if the CVA is so approved and Mark James
Shaw, Malcolm Cohen and Sarah Megan Rayment are appointed to act
as Supervisors of the CVA, any of the functions, powers and
duties of a supervisor of the CVA can be exercised either by any
of the Supervisors individually or by any two or more of them
acting jointly.

4. To approve the fees of the Nominees, as outlined in Clause 47
of the CVA Proposal, and that such fees may be paid from ARM's
Assets."

For further information, please contact BDO LLP at the following
email address: ARM.ABS.SA@bdo.co.uk.

The company's registered office is located at 148, Avenue de la
Faiencerie, L-1511 Luxembourg.


FLINT HOLDCO: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Luxembourg-based ink
and print consumables provider, Flint Holdco Sarl, to negative
from stable.  At the same time, S&P affirmed the 'B' long-term
corporate credit rating on the company.

S&P also affirmed its 'B' issue rating on Flint's senior secured
debt, which includes its revolving credit facility (RCF) and
first-lien term loans.  The senior secured debt is issued by a
group of six co-borrowers but guaranteed by Flint.  The recovery
rating remains '3', indicating S&P's expectation of meaningful
recovery prospects of around 50%.

In addition, S&P affirmed its 'CCC+' issue rating on the second-
lien senior secured debt.  The recovery rating is '6', indicating
S&P's expectation of negligible recovery (0%-10%) in a default
scenario, reflecting the contractual subordination in the debt
structure.

The outlook revision follows S&P's forecast that Flint's adjusted
EBITDA will amount to about EUR320 million-EUR330 million in
2017. This is lower than EUR360 million-EUR370 million S&P
forecasts in February 2017.  The deviation in S&P's forecast is
mainly caused by its understanding of Flint's higher
restructuring costs of about EUR40 million (compared with our
expectation of EUR10 million) and transaction and compliance
costs of EUR8 million.  As per S&P's criteria, it includes
restructuring costs in its definition of EBITDA.

As a result, S&P now believes that there could be a delay in
recovery of Flint's adjusted debt to EBITDA ratio, which S&P now
forecasts at about 7.0x in 2017, an increase from the level of
about 6.0x that S&P anticipated previously and that it views as
commensurate with the rating.  At the same time, however, S&P
forecasts that this ratio could approach 6.0x-6.5x in 2018,
reflecting Flint's continued strong positive free operating cash
flow in both 2017 and 2018, which could lead to important
deleveraging if the company does not fully utilize it for
acquisitions.

S&P believes that Flint's external growth strategy, which focuses
on bolt-on acquisitions, combined with organic growth in the
packaging segment, should support EBITDA growth in the coming
years.  However, S&P believes the group's growth strategy may
also limit its ability to reduce leverage.  A key constraint is
the structural decline in the print media industry, which is
fragmented, consolidating, and highly competitive, in S&P's view.
Having said that, additional support for the rating comes from
the group's strong market positions and low profit volatility
despite price fluctuations for raw materials.

S&P's assessment of Flint's financial risk profile primarily
incorporates the company's high gross debt level, its acquisitive
strategy, and its financial sponsor-ownership; Flint is jointly
owned by Goldman Sachs Merchant Banking Division and Koch Equity
Development LLC, a subsidiary of Koch Industries Inc.
Nevertheless, S&P expects the group to maintain strong cash flow
generation of EUR130 million-EUR140 million in 2017-2018, though
we recognize that the company is likely to use these funds to
support its growth strategies.

In S&P's base case for 2017 and 2018, it assumes:

   -- Revenue growth of about 2.5%-3.0%, which factors in some
      organic growth in packaging, an organic decline in print
      media, and contributions from recent acquisitions.

   -- Adjusted EBITDA margin of 13.5%-14.5%.

   -- Capital expenditure of approximately EUR80 million.

   -- Bolt-on acquisitions in the region of EUR10 million per
      year.

   -- Restructuring costs of EUR40 million in 2017, coming down
      to EUR5 million-EUR10 million in 2018.

   -- Zero dividends.

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

   -- Adjusted EBITDA of EUR320 million-EUR330 million in 2017,
      rising to EUR355 million-EUR365 million in 2018.

   -- Adjusted debt-to-EBITDA of about 7.0x in 2018 and 6.0x-6.5x
      in 2018.

At year-end 2016, Flint's adjusted debt to EBITDA stood at 7.1x.
This is based on adjusted EBITDA of EUR321 million and adjusted
debt of EUR2.3 billion.  S&P's adjusted debt figure for 2016
includes about EUR1,550 million in a first-lien term loan and
EUR345 million second-lien term loan; EUR80 million relating to
the group's trade receivables securitization program initiated in
2016; about EUR58 million in operating lease liabilities;
EUR120 million in pension and post-retirement obligations; EUR20
million in accrued interest; and approximately EUR90 million in
financial leases, promissory notes, and other debt.

The negative outlook reflects the risk that S&P may lower the
rating if Flint's adjusted debt to EBITDA remains above 7.0x in
the next 12-18 months, and in absence of a clear deleveraging
path to adjusted debt to EBITDA of about 6.0x, which S&P views as
commensurate with the current rating.  This could occur, for
example, if the growth strategy of Flint and its financing is not
appropriately balanced with the need to deleverage, and majority
of the company's cash flow generation is utilized to fund
acquisitions.

S&P could lower the rating if the group's debt to EBITDA were to
remain above 7.0x, which S&P views as not commensurate with the
current rating.  This might be caused by a decline in EBITDA, or
by Flint pursuing sizable debt-financed acquisitions.  S&P could
also lower the rating in case of a weakening in the group's
liquidity or headroom under financial covenants.

S&P could revise the outlook back to stable if it believes that
the group's adjusted debt-to-EBITDA ratio is likely to return to
6.0x on an adjusted basis in 2018, while the company maintains
its strong free operating cash flow generation.


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


ALPHA 2 BV: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to Alpha 2 B.V. (Netherlands), the holding company of
Germany-headquartered Atotech B.V., manufacturer of specialty
chemicals and equipment for high technology electroplating
applications.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
proposed $1.4 billion term loan B and $250 million revolving
credit facility (RCF).  S&P also assigned its 'CCC+' issue rating
to the proposed $425 million senior unsecured notes issued by
financing entities Alpha 3 B.V. and Alpha US Bidco, Inc.  The
recovery rating on the term loan and the RCF is '2', indicating
S&P's expectation of meaningful (70%-90%; rounded estimate 85%)
recovery in the event of payment default.  The recovery rating on
the notes is '6'.

The final ratings are in line with the preliminary ratings S&P
assigned on Jan. 23, 2017.

The ratings follow the acquisition of Atotech, a leading
manufacturer of specialty chemicals and equipment for high
technology electroplating applications, by funds from private
equity firm Carlyle from Total S.A.  The acquisition was funded
by the term loan B and senior unsecured notes issued by Alpha 3
B.V. and Alpha US Bidco, Inc., as well as by $1.2 billion common
and preferred equity provided by the sponsor.  Based on final
documentation, S&P views the preferred equity as equity under its
criteria.  Following the transaction, Atotech will be 100%-owned
by Carlyle.

Atotech provides specialized chemistry for several end-market
applications.  The general metal finishing (GMF) division
includes decorative, wear resistant, or corrosion protection
coatings for, among others, the automotive industry (about 50% of
GMF's 2015 sales); the electronics division is focused on
providing advanced plating and surface treatment technologies for
plated circuit boards and semiconductors used in the
communication (42% of electronics sales), and other industries.
S&P's view of Atotech's business is supported by its leading
market positions as a plating solutions supplier -- notably in
printed circuit board, with a 28% market share (closest
competitor Platform Specialty holds 21%), and in GMF, with a 19%
market share (Platform: 19%). Atotech's leadership is underpinned
by its consistently high research and development (R&D)
investments at around 9% of sales, which ensure that the latest
technology and innovation is offered to customers. The track
record of well established, long-term relationships supported by
R&D collaboration and joint development of high-specification
products in Atotech's extensive network of techcenters further
strengthen customer loyalty and create barriers to entry for
competitors.  Finally, S&P recognizes Atotech's earnings
stability, demonstrated during the crisis in 2009, with
consistently high EBITDA margins of more than 20%.

S&P's assessment of Atotech's business profile is constrained by
its exposure to cyclical end markets, notably communication and
automotive, and by limited revenue visibility, although partly
mitigated by strong client relationships.

S&P views Atotech's starting leverage as relatively high, with
adjusted gross debt to EBITDA of about 6.3x-6.5x in 2017 under
S&P's base-case scenario.

This is based on these assumptions:

   -- Neutral revenue growth in 2017 and a 2%-4% increase in
      2018, reflecting S&P's expectation of increasing demand for
      plating in consumer electronics, driven by innovation of
      next generation intelligent devices and automotive
      industries, fuelled by the desire for light-weight
      solutions.  Reported EBITDA margins of 27%-28% in 2017 and
      more than 29% in 2018, supported by comprehensive cost
      efficiencies in the area of procurement and asset
      utilization, to be introduced by Carlyle.  R&D expenditure
      at 9% of sales.

   -- Capital expenditure (capex) of $42 million in 2017 and
      $35 million in 2018.

   -- No dividends, acquisitions, or disposals.  S&P understands
      that the sponsor intends to expand the company organically
      and any bolt-ons would relate primarily to the acquisition
      of intellectual property.

Based on these assumptions, S&P arrives at these forecasts for
2017 and 2018:

   -- Reported EBITDA (after restructuring costs) of $290
      million-$300 million in 2017 and $320 million-$330 million
      in 2018.  Adjusted gross debt to EBITDA of about 6.3x-6.5x
      in 2017 and about 6.0x in 2018.

   -- Significant positive free operating cash flow (FOCF).

The stable outlook reflects S&P's view that Atotech will be able
to report resilient and increasing EBITDA of at least $290
million in 2017 with reported margins of 27%-28%.  Under S&P's
base case, this EBITDA should lead Atotech's gross leverage to be
6.3x-6.5x at year-end 2017, which is in line with the 6.0x-7.0x
that is commensurate with the rating.  S&P also anticipates that
Atotech will maintain an EBITDA interest coverage ratio of more
than 3.0x and generate substantial positive FOCF, and that its
liquidity and headroom under financial covenants will remain
adequate.

S&P could upgrade Atotech in the next 12 months as a result of
stronger EBITDA and sustainable deleveraging below 6.0x on a
gross adjusted basis.  The deleveraging could happen, for
example, because of Atotech's market share expanding faster than
S&P anticipates or if reported margins consistently improved to
above 27% as a result of cost efficiencies.  Upside potential
could also follow active repayments of the term loan, although
the private equity sponsor's commitment to reducing leverage will
be important in any upgrade considerations.

S&P views downside risk as remote.  S&P might lower the ratings
if Atotech's reported EBITDA declines below $260 million in 2017
without near-term recovery prospects, for example as a result of
weaker margins, end-market demand, or currency impact.  Such a
decline would correspond to an increase in Atotech's leverage
above 7.0x on a gross adjusted basis, even though S&P would still
expect the company to generate positive FOCF.  S&P could also
lower the rating if Atotech experienced difficulties in
repatriation of cash from its Chinese subsidiaries, which, if
prolonged, could put pressure on liquidity.


ALTICE NV: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B+' long-term
corporate credit ratings on cable and telecommunications holding
company Altice N.V. and its subsidiary Altice Luxembourg SA.  The
outlook is stable.

S&P also affirmed the 'B' issue ratings on Altice's senior
secured notes, issued by Altice Luxembourg.  The recovery rating
on this debt is unchanged at '5', indicating S&P's expectation of
modest recovery prospects (10%-30%, rounded estimate 20%) in the
event of a payment default.

S&P affirmed the ratings because it foresees meaningful debt
leverage reduction at Altice, to about 6.3x this year and lower
thereafter, from the higher than 6.5x estimated at year-end 2016
pro forma 12 months' consolidation of businesses acquired in
2016.

While S&P is mindful of various execution risks, it anticipates
positive overall revenue and EBITDA growth this year for the
group (comprising Altice and its core subsidiaries Altice
International S.a.r.l., Altice Luxembourg, and SFR Group S.A),
after some recent evidence of a turnaround in the key French
market, and given stronger growth traction derived from the U.S.
operations.  S&P thinks that ongoing measures to improve network
coverage and quality in the French market and to increase
customer retention, as well as various cost initiatives across
the group and more buoyant conditions in the U.S., will drive
stronger group performance.

In France, S&P foresees at this stage a steadily, albeit
gradually improving revenue trend, continuing the better trend
seen since the second half of 2016, thanks to recovered positive
revenue growth in the fixed-line segment and a softer decline in
mobile. S&P thinks the decline in the fixed-line subscriber base
will moderate, reflecting fewer ADSL (asymmetric digital
subscriber line) customers churning to competition relative to
new subscribers, or existing customers migrating to SFR's higher-
end cable or fiber products.  In mobile as well, S&P anticipates
a gradual improvement, including a softening decline in post-paid
contracts, underpinned by the improved network quality and
coverage that followed the catch-up in investment the group
achieved in 2016.

S&P therefore expects the turnaround in France will continue,
driven by the combination of lower churn and a more favorable
customer mix weighted toward high-end bundled products.  Also
supporting S&P's expectation are investment catch-ups made in
recent months to improve network coverage and quality and SFR's
strategy to differentiate on content.

Still, in a very competitive market and confronting an aggressive
push by competitors in fiber-to-the-home technology, S&P thinks
SFR's strategy to curb its high churn rates and improve customer
perception will be only gradual.

In addition to stabilizing revenues in France and Portugal, more
buoyant conditions elsewhere, and in particular significant
growth traction from the two U.S. cable subsidiaries, should
support modest revenue growth at group level, in S&P's view.

In S&P's revised base case, it expects annual free operating cash
flow (FOCF) will remain positive, at above EUR1 billion, despite
still heavy outlays to further the group's fiber footprint and
thereby underpin customer retention and improved product mix.
Although S&P still expects relatively weak free cash flow
generation relative to the group's heavy debt leverage, it should
contribute to some gradual debt reduction.  This, together with
EBITDA progress, should translate into an adjusted leverage
diminishing toward 6x, a more commensurate level for the rating.

S&P also acknowledges management's publicly stated guidance to
reduce leverage over time at both Altice Europe and Altice U.S.,
which S&P understands should translate into further restraint on
debt-financed mergers and acquisitions (M&A) initiatives, and
sustainably maintain S&P Global Ratings' credit ratios
commensurate with the rating.

The stable outlook reflects S&P's view that the group's adjusted
leverage will fall back to about 6.3x in 2017 and lower
thereafter, driven by absolute EBITDA growth stemming from
aggressive cost-cutting, stabilizing domestic revenues, and
growth in the U.S., as well as some debt reduction on the back of
positive free cash flows.

The stable outlook is based on S&P's anticipation that the
group's S&P Global Ratings-adjusted ratios of debt to EBITDA will
improve to about 6x and FOCF to debt to about 3% on a sustained
basis.

S&P may revise the outlook to negative if it came to think that
Altice's leverage could not fall back to around 6x and
sustainably remain so in the future.  This may happen, for
example, if the group fails to turn around its full-year revenues
in France, which could stem from execution setbacks, or if EBITDA
growth is insufficient to drive adjusted leverage down to more
commensurate levels for the rating compared with 2016.

S&P sees limited rating upside at this stage, given both its
forecast of limited free cash flow generation and the group's
high M&A appetite.  Still, rating upside could exist if the group
continued to diversify its assets base, strengthen its margins
and improve credit metrics beyond S&P's base case assumptions,
including S&P Global Ratings-adjusted ratios of debt to EBITDA to
below 5.5x and FOCF to debt to 5%-10%.



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


NORWEGIAN AIR 2016-1: Fitch Affirms 'BB-' Rating on Cl. B Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Norwegian Air Shuttle
ASA's (NAS) proposed aircraft Enhanced Pass Through Trust
Certificates, Series 2016-1 (NAS 2016-1):

-- Class A certificates due in May 2028 at 'A';
-- Class B certificates due in Nov 2023 at 'BB-'.

The final legal maturities for the class A and the class B
certificates are scheduled to be 18 months after the due dates.

KEY RATING DRIVERS

The collateral pool in this transaction consists of 10 2016
vintage 737-800s. Fitch views the 737-800 as a high quality
Tier 1 aircraft. All aircraft in this pool feature a maximum
take-off weight (MTOW) of 174k lbs, which is the maximum for the
737-800 aircraft.

Senior EETC tranche ratings are primarily driven by a top-down
analysis incorporating a series of stress tests which simulate
the rejection and repossession of the aircraft in a severe
aviation downturn. The 'A' level rating is supported by a high
level of overcollateralization (OC) and high quality collateral,
which support Fitch's expectations that A-tranche holders should
receive full principal recovery prior to default even in a harsh
stress scenario. The ratings are also supported by the inclusion
of an 18-month liquidity facility and by cross-
collateralization/cross-default features. The structural features
increase the likelihood that the class A Certificates could avoid
default (i.e. achieve full recovery prior to the expiration of
the liquidity facility) even if NAS were to file bankruptcy and
subsequently reject the aircraft.

The ratings also reflect the transaction's reliance on the Irish
insolvency regime, which Fitch views as protective of creditors'
rights but which has no specific provision protective of aircraft
creditor rights and differs from key aspects of the U.S.
Bankruptcy Code in that regard. Ireland signed the Cape Town
Convention (CTC) into law in April 2014 but has not yet adopted
Cape Town's Alternative A insolvency regime providing for a
'waiting period' of 60 days. Although Ireland appears to be
moving toward adopting Alternative A in the not too distant
future, Fitch's ratings assume current Irish insolvency laws
apply.

Fitch's stress case utilizes a top-down approach assuming a
rejection of the entire pool of aircraft in a severe global
aviation downturn. The stress scenario incorporates a full draw
on the liquidity facility, an assumed 5% repossession/remarketing
cost, and a 20% stress to the value of the aircraft collateral.
The 20% value haircut corresponds to the low end of Fitch's 20%-
30% 'A' category stress level for Tier 1 aircraft.

These assumptions produce a maximum stress LTV of 92.3% through
the life of the deal which represents a sizable deterioration
when compared to Fitch's initial maximum stress LTV of 85.2%. The
increase in the maximum stressed LTV is driven by a decline in
the appraised book value of the 2016 vintage 737-800s, but
current stressed LTV still implies full recovery prior to default
for the senior tranche holders in what Fitch considers to be a
harsh stress scenario. Despite the deterioration, Fitch believes
the stress results support the 'A' rating of the class A
certificates.

The rating of 'BB-' for the B tranche is reached by notching up
from NAS's stand-alone credit profile. Fitch notches subordinated
tranche ratings from the airline Issuer Default Rating (IDR)
based on three primary variables; 1) the affirmation factor (0-2
notches for issuers in the 'BB' category and 0-3 notches for
issuers in the 'B' category), 2) the presence of a liquidity
facility, (0-1 notch), and 3) recovery prospects. In this case
the uplift is based on a moderate affirmation factor,
availability of the liquidity facility and strong recovery
prospects. The rating is also supported by the class B
certificate holders' right in certain cases to purchase all of
the class A certificates at par plus accrued and unpaid interest.

Liquidity Facility:
The class A and class B Certificates benefit from dedicated 18-
month liquidity facilities provided by Natixis (rated 'A'/'F1'
with a Stable Outlook).

Affirmation Factor:
Fitch considers the affirmation factor for NAS 2016-1 to be
moderate primarily driven by the company's fleet strategy which
contemplates a significant expansion over the next decade. As
stated earlier, Fitch considers the 737-800 to be a solid Tier 1
aircraft, but the expected increase in the NAS's fleet size with
newer and more fuel efficient aircraft will result in a
relatively rapid and continual decline in the strategic advantage
of the collateral backing the transaction.

In a typical EETC transaction rated by Fitch, the underlying
collateral has clear affirmation advantages over other aircraft
in the obligor airline's fleet. In Fitch's view, this pool of 10
737-800s does not have a significant age advantage over the other
737-800s in the company's fleet because the entire fleet of NAS's
737-800s is quite young. The 737-800s in this transaction will
not represent the most attractive/fuel efficient aircraft in NAS'
fleet for long because the company will take its first A320neos'
and 737-8 MAXs' deliveries in 2016 and 2017, respectively.

Irish Insolvency Law:
Fitch's EETC rating methodology reflects considerations of the
speed, certainty and costs associated with repossession,
deregistration and export of aircraft in different jurisdictions.
It also reflects consideration of the influence of creditors'
ability to quickly repossess aircraft on airlines' incentive to
affirm aircraft in bankruptcy (while paying all interest and
principal on time and in full). Section 1110 of the U.S.
Bankruptcy Code (which offers unique legal protection to aircraft
creditors in U.S.) and the Cape Town Convention (which offers
similar protections in countries implementing Cape Town
Alternative A) are two examples of legal frameworks cited in
Fitch's EETC rating methodology.

Neither Section 1110 nor the Alternative A of CTC applies for NAS
2016-1. However, the creditor-friendly nature and reliability of
the Irish legal regime, precedent under Irish law, and several
structural elements of the transaction that provide significant
credit protection allow Fitch to apply its EETC criteria to this
transaction.

If NAS were to become subject to insolvency proceedings (assumed
to be examinership rather than liquidation), Fitch believes that
so long as NAS desires to continue to fly the aircraft it is
probable that the certificates will remain current. In other
words, although NAS insolvency laws do not include a specific
provision geared to protecting the interests of aircraft finance
creditors akin to Section 1110 of the U.S. Bankruptcy Code,
Fitch's opinion is that the Irish regime, combined with the key
structural and other features noted above, practically speaking
leads to a similar outcome: examinership will not necessarily
result in a default on the class A and the class B certificates.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the NAS 2016-1
class A certificates include:

-- A top down scenario in which the collateral aircraft are
    rejected in a global aviation downturn;
-- Collateral value stresses of 20% for the 737-800;
-- Annual collateral depreciation rates of 5%;
-- Full 18 month liquidity facility draw along with an assumed
    remarketing/repossession cost of 5% of the collateral value.

Key additional assumptions for the class B
Certificates include:

-- A moderate affirmation factor that effectively reduces the
    probability of default for the certificates;
-- Strong recovery prospects for the class B certificates ('RR1'
    - 90% to 100%).

RATING SENSITIVITIES

Senior tranche ratings are primarily driven by a top-down
analysis based on the value of the collateral. Therefore, a
negative rating action could be driven by an unexpected decline
in collateral values. For the 737-800s in the deal, values could
be impacted by the entrance of the 737-8 MAX or by an unexpected
bankruptcy by one of its major operators. Fitch does not expect
to upgrade the senior tranche ratings above the 'A' level.

The ratings of the subordinated tranches are influenced by
Fitch's view of NAS's corporate credit profile. Fitch will
consider either a negative or a positive rating action if NAS's
credit profile changes in Fitch's view. Additionally, the ratings
of the subordinated tranches may be changed should Fitch revise
its view of the affirmation factor which may impact the currently
incorporated uplift or if the recovery prospects change
significantly due to an unexpected decline in collateral values.

Fitch may also consider downgrading all or some tranches of the
transaction if the aircraft backing NAS 2016-1 are subleased, de-
registered in Ireland and registered in another legal
jurisdiction which Fitch views as being inferior to the Irish
jurisdiction.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Norwegian Air Shuttle ASA Enhanced Pass Through Trust
Certificates, Series 2016-1

-- Class A certificates at 'A';
-- Class B certificates at 'BB-'.


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


COMMERCIAL BANK: S&P Ups ST Issue Rating on $1.5BB Notes to 'B'
---------------------------------------------------------------
S&P Global Ratings said that it had raised its short-term issuer
credit ratings on 22 financial institutions in the Commonwealth
of Independent States (CIS) and Cyprus following the publication
of new criteria and consequently removed the "under criteria
observation" (UCO) designation from these ratings.

S&P also raised the short-term issue ratings to 'B' from 'C' on
Commercial Bank Renaissance Credit LLC's $1.5 billion medium-term
note program, and on Kazkommertzbank JSC's KZT350 billion and
$2 billion medium-term note programs, and removed the UCO
designation.

The upgrade follows the application of S&P's revised global
criteria "MethodologyFor Linking Long-Term And Short-Term
Ratings," published April 7, 2017, on RatingsDirect.

RATINGS LIST

                                   To             From
BANK URALSIB (PJSC)
Counterparty Credit Rating        B-/Pos./B      B-/Pos./C

Baltic Financial Agency Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Belagroprombank JSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Concern Rossium LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

MKB-Leasing
Counterparty Credit Rating        B+/Neg./B      B+/Neg./C
Russia National Scale             ruA/--/--      ruA/--/--

Capital Bank Kazakhstan JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

Commercial Bank Renaissance Credit LLC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Davr-Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Development Capital Bank OJSC
Counterparty Credit Rating         B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--

Element Leasing LLC
Counterparty Credit Rating        B/Stable/B     B/Stable/C
Russia National Scale             ruA-/--/--     ruA-/--/--

FG BCS Ltd
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Kassa Nova Bank JSC
Counterparty Credit Rating        B/Negative/B   B/Neg./C
Kazakhstan National Scale         kzBB/--/--     kzBB/--/--

Kazkommertsbank JSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--
Senior Unsecured                  B-             B-
Subordinated                      CCC            CCC
Junior Subordinated               CCC-           CCC-

Muganbank OJSC
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C

Orient Finans Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Qazaq Banki
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Kazakhstan National Scale         kzB+/--/--     kzB+/--/--

REGION Broker Co. LLC
REGION Investment Co. AO
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Russia National Scale             ruBBB/--/--    ruBBB/--/--

Region Capital LLC
Senior Unsecured*                 B-             B-
Senior Unsecured*                 ruBBB          ruBBB
*Guaranteed by REGION Investment Co. AO.

Renaissance Financial Holdings Ltd.
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C
Senior Unsecured                  B-             B-

Bank BelVEB OJSC
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Turon Bank
Counterparty Credit Rating        B-/Stable/B    B-/Stable/C

Ural Bank for Reconstruction and Development
Counterparty Credit Rating        B-/Neg./B      B-/Neg./C
Russia National Scale             ruBBB-/--/--   ruBBB-/--/--


* Russia & Turkey Face Common Growth Challenges, Moody's Says
-------------------------------------------------------------
Credit ratings for Russia (Ba1, stable) and Turkey (Ba1,
negative) broadly reflect a deterioration in previously
supportive credit fundamentals, including their growth potential
and, to a lesser extent, fiscal metrics, Moody's Investors
Service said in a new peer comparison report.

The report, "Governments of Russia and Turkey Peer Comparison --
Turkey's Growth Potential and Russia's Fiscal and External
Strengths Back Respective Credit Profiles", is available on
www.moodys.com.

Moody's subscribers can access this report using the link at the
end of this press release. The research is an update to the
markets and does not constitute a rating action.

The report reviews the credit strengths and challenges that
characterize the two countries, and gives Moody's forward-looking
view of how the rating agency sees these drivers moving over the
next 12 to 18 months.

"Turkey has greater economic growth potential, but Russia's
economy is larger and wealthier," says Kristin Lindow, a Moody's
Senior Vice President and co-author of the report. "Moody's
expect real GDP growth of around 3% in Turkey over the next four
years, twice that of Russia's 1.5%, underpinned by Turkey's more
favourable demographics. That said, downside risks proliferate
with respect to Turkey's growth, while upside risks arguably
dominate for Russia given that the worst of its recent crisis has
passed."

With entrenched structural constraints -- low savings rates,
declining total factor productivity and labour market
inefficiencies in Turkey, and constrained household incomes, an
ageing work force and over-dependence on hydrocarbons in
Russia -- sluggish investment will likely suppress the potential
growth of both countries in the absence of targeted structural
reforms.

Turkey's demographics are more supportive of growth potential
than Russia's, given that in 2016 57.9% of its population was
under the age of 35, compared to 44.2% in Russia, according to
United Nations figures.

Public debt in both Russia and Turkey is set to rise over the
next two years, although the increases will be modest as a share
of GDP. The starting point for Russia's debt is much lower (16%
of GDP in 2016), thank Turkey's (28% of GDP). Debt servicing
costs are also much lower in Russia.

While both countries usually run small budget deficits,
maintaining these has become more difficult for Russia and Turkey
as a result of country-specific challenges: lower oil prices in
Russia's case and lower growth in Turkey's.

Despite recent budgetary pressures, debt levels compare well with
rating peers in the Ba rating range and will continue to do so,
despite larger annual deficits. In terms of debt trajectory,
Moody's expects both countries' debt ratios to increase gradually
in the next two years.

Event risk in Russia is driven by geopolitics, while external
finances and domestic politics are the main risk factors in
Turkey.


=============
U K R A I N E
=============


DIAMANTBANK (KYIV): NBR Declares Bank Insolvent
-----------------------------------------------
Interfax Ukraine reports that the National Bank of Ukraine (NBU)
on April 24 recognized Diamantbank (Kyiv) insolvent.

The news agency relates that the NBU board made corresponding
decision No. 264-RSh/BT as by April 1 the bank failed to achieve
the minimum level of regulatory capital adequacy at a ratio of 5%
established by the central bank.

Following the National Bank's decision, the Individuals' Deposit
Guarantee Fund decided to withdraw the bank from the market by
introducing temporary administration for one month - until May
23, 2017.

Tetiana Startseva has been appointed temporary administrator in
the bank, Interfax Ukraine discloses.


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


COGNITA BONDCO: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based independent
school operator Cognita Bondco Parent Ltd. to negative from
stable.  S&P affirmed its 'B' long-term corporate credit on the
company.

At the same time, S&P affirmed its 'BB-' issue rating on
Cognita's GBP100 million revolving credit facility (RCF) and
S&P's 'B' issue rating on its GBP375 million senior secured
notes, including the proposed tap issuance of GBP50 million.  The
recovery rating on the RCF is '1', indicating S&P's expectation
of very high (90%-100%, rounded estimate 95%) recovery prospects.
The recovery rating on the senior secured notes is '4',
reflecting S&P's expectation of average recovery (30%-50%,
rounded estimate 30%) in the event of a payment default.

The outlook revision reflects S&P's view of Cognita's slower
deleveraging and weaker credit metrics than S&P previously
anticipated.  This results from higher-than-expected S&P Global
Ratings-adjusted debt in 2016 and for S&P's 2017-2019 base case.
This stems from an increase of the operating lease debt in 2016
(based on the actual full year figures) and a spike in financial
debt following the company's proposed GBP50 million tap of its
senior secured debt in April 2017.  In addition, S&P has revised
down its revenue and profitability expectations for the group
because of the softer contribution from its operations in
Singapore.  S&P expects that business in Asia will rise, but at a
slower pace than S&P's previous assumptions, due to the sluggish
economic recovery in Singapore.

S&P now calculates that Cognita's S&P Global Ratings-adjusted
leverage will remain elevated over S&P's forecast horizon, at
8.7x-9.2x at end-2017, declining to 7.5x-8.0x by 2018, mainly on
profitability growth.  This compares with S&P's previous
expectations of 7.0x-7.5x in 2017 and 6.0x-6.5x in 2018.  S&P
expects EBITDA interest coverage at 1.4x-1.7x in 2017, versus its
previous expectation of 1.7x-2.0x.

The weighted average credit ratios in our 2017-2019 base case for
Cognita are commensurate with our highly leveraged financial risk
category, including adjusted debt to EBITDA of 7.7x, compared
with the 2016-2018 weighted average of 7.4x, and funds from
operations (FFO) to debt remaining below 5%.  S&P expects
Cognita's EBITDA interest coverage will weaken to about 1.8x
(weighted average over 2017-2019), versus S&P's previous
expectation of 1.9x (2016-2018). Because of capacity expansion
projects in Singapore and Hong Kong, S&P continues to expect
negative free operating cash flow (FOCF) over 2017-2018, which
S&P sees as a further constraint on the group's financial risk
profile.  Nevertheless, S&P understands that, year-to-date, all
projects are on time and on budget, which partly offsets
execution risks, in S&P's view.  Also, management has experience
handling similar projects.

S&P's assessment of Cognita's business risk profile takes into
consideration the group's strong pupil retention rate and high
visibility of revenues. Cognita also displays solid capacity
utilization, at 77.3% in the second quarter of 2017, and broad
diversification, including within its curricula.

The group remains exposed to construction-related risks, in S&P's
view, because it continues to run large construction projects in
Singapore, Hong Kong, and Vietnam, with openings planned either
at the end of fiscal 2017 or in fiscal 2018 (ending August 31).
S&P believes, however, that the group's sound track record in
construction projects somewhat mitigates the risks of cost
overruns and construction delays.

Although Cognita boasts strong market positions, S&P believes its
market share remains relatively small in the highly fragmented
private-education market.  S&P expects Cognita's reported EBITDA
margin to improve to 14.5%-15.5% in fiscal 2017 from 13.7% in
fiscal 2016, due to topline growth and gradually improving
capacity utilization, while new opening losses and items such as
acquisition and restructuring related costs dampen profitability
growth in 2017.  Generally, S&P considers the group's
profitability to be somewhat lower than that of rated peers.

The negative outlook reflects S&P's view that Cognita's
deleveraging will take longer than S&P previously anticipated and
the company's adjusted leverage will remain elevated over 2017,
at 8.7x-9.2x, versus S&P's previous expectation of 7.0x-7.5x, due
to higher financial debt and increased obligations under the
operating leases.  S&P also currently expects slower recovery in
EBITDA interest coverage and calculate this ratio at 1.4x-1.7x by
the end of 2017.

S&P could downgrade Cognita if it failed to deleverage to 7.0x-
7.5x or below and did not improve its EBITDA interest coverage to
1.7x-2x.  This could result from operational underperformance or
if the group's growth and investment plan didn't translate into
profit growth.  Moreover, a negative rating action could arise if
execution risks related to capacity extension projects in Asia
were to increase, and persistently high capex -- and therefore
negative FOCF -- caused the liquidity position to weaken.  A more
aggressive financial policy could also prompt a downgrade, for
example, as a result of large debt-funded acquisitions or debt-
funded shareholder returns.

S&P could revise the outlook to stable in the next 12 months if
Cognita's performance exceeded S&P's base-case assumptions and it
deleveraged over the next 12 months to 7.0x-7.5x or below (from
9.3x in 2016).  A stable outlook would also hinge on EBITDA
interest coverage improving toward 1.7x-2x in 2017 from 1.6x in
2016.  Furthermore, a possible outlook revision to stable would
depend on the group's less aggressive financial policy, including
declining investments in capacity expansion projects and balanced
funding of acquisitions with equity and debt, while maintaining
adequate liquidity.


DAN KERR: Goes Into Administration
----------------------------------
lep.co.uk reports that Tim Gavell Brides and grooms-to-be fear
that they could be left in the lurch after one of Lancashire's
best known wedding shops went into administration.

The Dan Kerr Bridal Shop which has premises in Lancaster Road,
Preston and Church Street Blackpool, has closed its doors and
removed stock from displays, according to lep.co.uk.

The report discloses a note in the window at the Blackpool shop
said that customers will be sent letters this week to explain
their position ahead of their weddings.

The firm, which has been supplying dresses accessories and suits
for 100 years and was still being run by family members, has
called insolvency practitioners Leonard Curtis Recovery of Bamber
Bridge to handle the administration, the report notes.

The statement said: "We regret to have to inform customers that
after over 100 years of trading as a family business, we have no
alternative but to close down.

"The stock and assets are all being moved to safe, secure
storage, and individual letters will be sent to each customer in
relation to dresses which have been ordered/paid for.

"We would urge customers to wait for the letters . . . prior to
any written correspondence only, with Leonard Curtis at the above
address, with any queries."


JAEGER: Ex Owner Accuses Bankers of Running Chain to the Ground
---------------------------------------------------------------
Ben Chapman at Independent reports the former owner of Jaeger,
Harold Tillman has accused bankers and private equity bosses of
running the 133-year-old fashion chain into the ground.

Jaeger was put into administration this month, having
struggled since turnaround firm Better Capital bought it from Mr.
Tillman in 2012, according to Independent.  Better Capital
earlier sold Jaeger's debt at a heavily discounted price of GBP7
million, the report notes.

The report discloses in an interview with The Telegraph that Mr.
Tillman said its new owners didn't have anyone with the necessary
fashion industry expertise and said the decision to close down
two labels that appealed to younger customers had been a mistake.

Other analysts have accused Jaeger of neglecting its core
demographic of middle-aged customers, the report relays.

The report says Mr. Tillman attacked Jaeger's banker Lloyds,
which he claims sold the retailer's debt to Better Capital
without his knowledge in 2012.

"Laws have to change, insolvency laws have to change", Mr.
Tillman told the newspaper. He described the companies and
individuals now trying to profit from the remaining parts of
Jaeger as "vultures".

"They had written evidence of my personal wealth and a personal
guarantee and they knew I was working on these other deals, but
they went with 'the bird in hand'," Mr. Tillman said.

The report relays that Lloyds has denied the claims and told The
Telegraph Jaeger was under pressure and risked not being able to
pay its rent.

The report says Jaeger -- which prior to announcing the
administration, employed around 680 staff across 46 stores, 63
concessions, its London head office and a logistics center in
Kings Lynn -- had been on the market for around GBP30million.

However, no buyer materialized and Better Capital sold Jaeger's
debt to a company understood to be controlled by the retail
billionaire Philip Day, who heads up Edinburgh Woollen Mill, the
report notes.

The report adds that Jaeger was founded as Dr. Jaeger's Woollen
System Co Ltd by businessman Lewis Tomalin and says its clothes
have been worn by famous figures from explorer Ernest Shackleton
to Marilyn Monroe.


JOHNSTON PRESS: Moody's Cuts CFR to Caa3, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of UK local and
regional media company Johnston Press plc (Johnston Press or the
company), including the Corporate Family Rating (CFR) to Caa3
from Caa2, the Probability of Default Rating (PDR) to Caa3-PD
from Caa2-PD and the rating on the company's GBP220 million
outstanding senior secured notes due 2019 issued by its
subsidiary Johnston Press Bond Plc to Caa3 from Caa2. The outlook
on the ratings is negative.

"The ratings downgrade reflects the increased probability of a
debt restructuring happening in the coming 12 months following
the company's appointment of advisors to review the financing
options for the bond maturing in 2019," says Christian Azzi, a
Moody's AVP-Analyst and lead analyst for Johnston Press.

RATINGS RATIONALE

The rating action follows the company's recent announcement that
it had mandated Rothschild & Co. and Ashurst LLP as advisors to a
"strategic review of financing options" in relation to the GBP220
million senior secured notes which come due on 1 June 2019. While
the company has not explicitly presented the various options
being considered as part of this strategic review, the downgrade
of the PDR to Caa3-PD reflects the heightened risk that Johnston
Press might engage in a restructuring of its current capital
structure, which would lead to a default under Moody's
definition.

This strategic review of financing options comes on the back of
continued revenue and profit decline in 2016, with revenues and
EBITDA down 6% and 12.4%, respectively, when compared to 2015.
The company continues to suffer from the structural challenges
facing businesses with a large proportion of revenues exposed to
print advertising. The continued EBITDA decline has resulted in
an increase in Moody's adjusted leverage (7.1x at year end 2016
vs. 4.5x in 2015), leading to uncertainty over the ability of the
company to refinance its outstanding senior secured notes when
they come due in June 2019.

Despite the overall decline in revenue and profits, Moody's notes
positively the strong performance of the "i" newspaper which the
company acquired in 2016 as well as the successful cost cutting
and restructuring efforts of the company in the past year.

Johnston Press' liquidity is adequate in the short term,
supported by cash balances of around GBP32 million (following
receipt of GBP16 million from the sale of some assets in January
2017), and should allow the company to service the coupon under
the bond. However, there is marginal headroom for any unexpected
liquidity requirement or underperformance in the business in
light of the expected neutral free cash flow generation and the
cancellation of the revolving credit facility in January 2017.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the increased probability of a debt
restructuring, as well as the uncertainty with regards to the
final recoveries for creditors. The negative outlook also
reflects the company's continuing decline in revenues and
profitability.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating is unlikely until completion of the
company's strategic review.

Further downward pressure on the ratings could occur should (1)
Johnston Press' liquidity deteriorate; (2) Moody's perceives the
risk of a default or distressed exchange to be imminent; or (3)
the debt recovery in the case of such a default be much lower
than currently anticipated.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Johnston Press plc

-- LT Corporate Family Rating, Downgraded to Caa3 from Caa2

-- Probability of Default Rating, Downgraded to Caa3-PD from
    Caa2-PD

Issuer: Johnston Press Bond Plc

-- Backed Senior Secured Regular Bond/Debenture, Downgraded to
    Caa3 from Caa2

Outlook Actions:

Issuer: Johnston Press plc

-- Outlook, Remains Negative

Issuer: Johnston Press Bond Plc

-- Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.

Johnston Press plc is a leading UK multimedia company that
publishes 14 paid-for daily newspapers, including The Scotsman,
The Yorkshire Post and The News (Portsmouth), 159 paid for
weeklies, 21 free newspapers and 10 magazines.


KIDS CO: Founder Camila Batmanghelidjh Faces Directorship Ban
-------------------------------------------------------------
Jamie Grierson at The Guardian reports that former board members
of the collapsed charity Kids Company -- including its founder,
Camila Batmanghelidjh, and the former BBC chief Alan Yentob --
face being banned from serving as company directors.

The Guardian, citing Sky News, relates that the Insolvency
Service has written to lawyers acting for Kids Company's former
board members to warn them that it is minded to pursue
disqualification proceedings against them.

According to the report, the Insolvency Service, which has powers
to seek bans on directorships for individuals of up to 15 years,
said: "Our investigation into the circumstances surrounding the
collapse of Keeping Kids Company and the conduct of the directors
is ongoing. It is not appropriate to comment further at this
time."

While disqualification proceedings can be lengthy, if successful
they would ultimately force Mr. Yentob and the other board
members to relinquish any directorships they hold, the report
says.

Mr. Yentob is listed at Companies House as a director of a
television production business called I Am Curious, which he
established last year, the Guardian discloses.

Kids Company collapsed in the summer of 2015, a month after it
received a GBP3 million government grant backed by the then prime
minister, David Cameron.

The report relates notes that Ms. Batmanghelidjh and Kids Company
staff blamed the collapse on a police investigation into sexual
and physical assaults within the charity, which was ultimately
dropped. A review by the Charity Commission into the financial
collapse is continuing.

Other directors potentially facing a ban include Richard
Handover, a former boss of WH Smith, Andrew Webster, a former
executive at the drugs company AstraZeneca, and Erica Bolton, an
arts publicist, the Guardia adds.


MORE FINANCIAL: Loan Brokerage Directors Banned
-----------------------------------------------
Jos Timmer (also known as James Thompson) and Elizabeth Sarah
Rowe have been disqualified as directors for the nefarious
trading activities of an internet loan brokerage they ran.

Mr. Timmer, a Dutch national, has been disqualified for 12 years,
while Mrs Rowe will be subject to a six-year ban. Both were
directors of More Financial Limited, which was wound up in the
public interest by the High Court on Aug. 19, 2013, following an
Insolvency Service Company Investigations probe into the affairs
of the company.

Mr. Timmer caused, and Mrs. Rowe allowed, the company to operate
in manner which lacked probity, and failed to maintain or
preserve accurate accounting records. Mr. Timmer also failed to
co-operate with, and actively hindered, the various
investigations. The winding up of the company in the public
interest resulted in assets totalling GBP499,609 being
safeguarded and limited the known deficiency to GBP70,891.

More Financial had acted as a loan broker between consumers and
financial institutions, charging a fee to individual members of
the public. The company used the following trading names:

    Century Finance
    E Loans 4 U
    Heritage Finance
    Heritage Financial
    Heritagefinancial.co.uk
    Loans Expert
    Loans Express
    Loansexpert.co.uk
    Loans-express.net
    The Loan Shop
    The Loans Express
    UK Loans Expert
    UK Loans Express

More Financial traded from November 2009, initially through
telesales and from 2011 on the internet only, and became subject
to an investigation as a result of a series of complaints. A
public interest winding up petition was issued on June 12, 2013,
with a provisional liquidator being appointed on June 13, 2013
without notice to the company. A winding up order was
subsequently made on August 19, 2013 following an unsuccessful
application by the directors to discharge the appointment of the
provisional liquidator.

Mr. Timmer was only formerly appointed as a director for less
than two months up 18 January 2010, whilst Mrs. Rowe, appointed
one week earlier, was the only formerly appointed director
thereafter. The investigations revealed that Mr. Timmer, the only
shareholder at liquidation, had been in control of the company
affairs throughout. Mrs. Rowe confirmed she allowed Mr. Timmer to
operate the business as he saw fit, and was aware of the modus
operandi and purpose of the operation. The amount received or
utilised by the directors during trading, and Mr. Timmer in
particular, has never been fully established because of the
inadequacy of his co-operation and the company records. The
investigation did establish that dividends were declared to Mr.
Timmer totalling GBP2,050,000 between February 20 and April 9,
2013, when he was fully aware of the investigation that resulted
in the closing down of the company. This figure includes a cash
transfer of GBP1,100,000 to an account he controlled.

The Insolvency Service investigations found that More Financial
was operated with a lack of probity in that it:

   * engaged in misleading sales practices in order to induce
     the public to either pay a brokerage fee, or to provide
     bank account details that could be used by it to deduct
     a brokerage fee without the customers' knowledge and/or
     consent

   * either failed to provide the service in accordance with
     representations it made, or deducted a brokerage fee from
     the customers' bank account despite the customer not
     requiring the service being charged for and/or not
     authorising the payment

   * obtained unauthorised payments from customers of the
     brokerage fee (GBP69.50, and sometimes GBP69.95); Provided
     customers' personal and/or financial data to third parties
     without authorisation in circumstances where the third
     parties thereafter used those details to contact the
     customers direct

   * traded in a manner which frustrated its customers' and
     third parties' ability to contact it to either exercise
     their cancellation rights and/or obtain a refund of the
     brokerage fee deducted

The accounting records were deficiently maintained, preserved or
delivered up such that there was an inability to:

   * determine the ultimate source and purpose of all the
     receipts into More Financial's bank accounts from
     December 1, 2011 to March 26, 2013 (being after the last
     filed accounts) totalling GBP4,803,390

   * determine the recipient and purpose of all the payments
     from More Financial's bank accounts from December 1, 2011
     to March 26, 2013 (being after the last filed accounts)
     totalling GBP4,803,390

   * determine whether all payments have been made for services
     received and/or provided by More Financial; Identify all
     moneys due to creditors and any details regarding such debt,
     including their age and, in particular determine whether
     any refunds are due to members of public

   * determine the full and true amount due to HMRC in relation
     to taxation accruing in relation to its activities, in
     particular in relation to identified payments to Mr. Timmer
     of which he admits to receiving at least GBP2,175,000 during
     trading

Commenting on the disqualification, Cheryl Lambert, Chief
Investigator at the Insolvency Service, said:

"The company was wound up in the public interest because of the
manner in which it was set up and operated -- to extract small
amounts of moneys from a significant number of people through
duplicitous means. In tandem the mechanisms for complaint and
retrieval/re-imbursement of moneys were deliberately opaque to
the point of obstructing the public. Furthermore, during the
Insolvency Service investigations Mr Timmer continually
obstructed and frustrated the enquiries.

"The nature of the customer base was such that the company was
fishing in a pond of vulnerable and financially distressed
people. The relatively small amounts being taken from them had a
disproportionate impact. The company preyed like a vulture upon
those most in need.

"This activity goes to the very core of our economic system --
that people place trust in each other when they financially
interact. This is a gross market abuse. These investigations send
a further message to the unscrupulous, and their inattentive
facilitators. You will be pursued, stopped and dealt with. We
will protect the British public from those vulture capitalists
who seek to line their pockets by preying on the unwary,
inexperienced and financially distressed."

On March 8, 2017 a Disqualification Order was made against
Mr. Jos Timmer. The disqualification commenced on 29 March 2017.

The Secretary of State accepted an undertaking from Elizabeth
Sarah Rowe on July 11, 2016. The disqualification commenced on
August 1, 2016.

A disqualification order has the effect that without specific
permission of a court, a person with a disqualification cannot:

  -- act as a director of a company;
  -- take part, directly or indirectly, in the promotion,
     formation or management of a company or limited liability
     partnership; and
  -- be a receiver of a company's property.

                       About More Financial

More Financial Ltd was incorporated on November 17, 2009. Its
final registered office prior to liquidation was Winton House,
Winton Square, Basingstoke, Hampshire, United Kingdom, RG21 8EN,
which was also asserted to be the trading address, though all
business was done materially through a website.

More Financial Limited was placed into liquidation on August 19,
2013 following the appointment June 13, 2012 of a provisional
liquidator.

Nigel Ian Fox and Duncan Robert Beat of Baker Tilly Business
Services Limited were appointed joint liquidators.


PEARL LINGUISTICS: Over 2,000 Creditors File Claims
---------------------------------------------------
Eden Estopace at Slator reports that more than 2,000 creditors of
Pearl Linguistics have filed claims with the company's
liquidator, accounting giant PwC.

A regulatory filing dated April 6, 2017 includes a 25-page list
of individuals and companies that need to be paid from the
proceeds of the liquidation of Pearl's assets, Slator says. The
list consists mostly of freelance linguists whose services had
not been paid at the time of the bankruptcy filing.

However, a number of LSPs are also affected. Some of Pearl's
biggest creditors include US-based Language Services Associates
(GBP136,807 or US$171,889), Clarion (GBP53,598), Premium
Linguistic Services (GBP39,663), and a few others, Slator
discloses.

According to the report, the relatively low number of corporate
creditors from the language industry shows Pearl operated a model
that relied mostly on directly engaging linguists. The total
amount owed to such "trade creditors" - LSPs and freelance
linguists - is GBP858,644.

Slator says Pearl also seems to have mortgaged its receivables in
exchange for short-term financing given that HSBC's Invoice
Financing unit is its single largest creditor with claims north
of GBP1 million.

There is very little on the asset side of the balance sheet,
however. Cash in bank was GBP 24,508 and PwC ascribes no
realizable value to Pearl's computer equipment, software and,
interestingly, its database of interpreters and translators. PwC
estimates that only GBP5,000 will be left for paying out
preferential creditors, according to Slator.

This would imply freelance linguists and language service
providers will not get paid anything from the remaining assets,
the report states.

Slator reported on March 13, 2017, or two weeks after the company
filed bankruptcy, that unpaid employees and contracted linguists,
as well as clients like the National Health Service (NHS), were
left scrambling after the surprise announcement.

Another group that has come forward to discuss the effect of
Pearl's collapse is the National Union of British Sign Language
Interpreters (NUBSLI), a branch of UK's largest union, Unite.

In a blog post, the organization explained that the failure of
Pearl is an issue of great concern for deaf patients all over the
UK as shortfalls in available qualified professional interpreters
would impact their access to medical appointments, Slator
relates.

Slator says Pearl took down its website on the day it filed for
insolvency and never offered a public explanation for its
collapse.  However, NUBSLI now claims that a leaked Pearl
insolvency document it has gotten hold of supports its
observation that one reason for the company's demise is the
pressure from public sector customers, such as the NHS, to lower
costs while demanding better technology and service from
contractors.

Pearl Linguistics is a London-based Language Service Provider
(LSP).

Zelf Hussain and Matthew Boyd Callaghan of PwC were appointed as
joint liquidators of the Company on March 3, 2017.


PLYMOUTH ARGYLE: Saved by James Brent
-------------------------------------
Plymouth Herald reports at long last, Plymouth Argyle can finally
draw a line under some of the darkest days in the club's history.

It was in February 2011 when the Pilgrims were forced into
administration amid out-of-control spiraling debts, according to
Plymouth Herald.

The report discloses that for eight months, the very existence of
Argyle hung in the balance while, on the pitch, they were
relegated to League Two.

Eventually, and with reluctance, James Brent stepped up to save
the Pilgrims because no-one else could or would, the report
relays.



                            *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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