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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

            Thursday, May 4, 2017, Vol. 18, No. 88


                            Headlines


D E N M A R K

NORICAN GLOBAL: Moody's Assigns B2 CFR, Outlook Stable
NORICAN GLOBAL: S&P Assigns Preliminary 'B' CCR, Outlook Stable


G E R M A N Y

AIR BERLIN: 2016 Net Loss Widens Amid Restructuring
EUROMAR COMMODITIES: German Cartel Regulator OKs ECOM Acquisition
PROGROUP AG: Moody's Cuts Rating on Senior Secured Notes to Ba3


I R E L A N D

ADAGIO III CLO: S&P Raises Rating on Class E Notes to 'BB'
CBOM FINANCE: Fitch Assigns B- Rating to US$700MM Tier 1 Notes


I T A L Y

ALITALIA SPA: Italian Government Grants EUR600-Mil. Bridge Loan
WIND TRE: Moody's Raises CFR to B1, Outlook Positive


N E T H E R L A N D S

CADOGAN SQUARE V: Fitch Assigns B- Rating to Class F Notes


N O R W A Y

NAVICO GROUP: S&P Assigns 'B' CCR on Completion of Refinancing


U N I T E D   K I N G D O M

AVOCET MINING: Misses Deadline to Publish Annual Accounts
BURGER KING: Jobs at Redditch Branch at Risk
COGNITA BONDCO: Moody's Lowers CFR to B3, Outlook Stable
COMMS CONSULTING: Acquired Out of Liquidation
COUNTY STORES: AF Blakemore Buys 5 Stores From Administrators

COVPRESS ASSEMBLY: Placed into Administration
OLD MUTUAL: Fitch Assigns BB Rating to Tier 2 Subordinated Debt
SAGA PLC: S&P Affirms 'BB+' CCR Following Proposed Refinancing


U Z B E K I S T A N

IPOTEKA BANK: S&P Puts B+ Counterparty Rating on Watch Negative


                            *********


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D E N M A R K
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NORICAN GLOBAL: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to
Norican Global A/S, a Denmark domiciled manufacturer of machines
and aftermarket products for the global metallic parts formation
and preparation industries. Concurrently, Moody's has assigned a
provisional (P)B2 rating to the planned EUR340 million of senior
secured notes intended to be issued by Norican A/S, a subsidiary
of Norican. The outlook on all the ratings is stable.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only. Upon closing of the transaction and a
conclusive review of the final documentation, Moody's will
endeavour to assign definitive ratings to the proposed
facilities. A definitive rating may differ from a provisional
rating.

RATINGS RATIONALE

"The B2 ratings reflect Norican's leading market position in the
niche markets of green sand molding, metal finishing and
aluminium foundry solutions," says Scott Phillips, a Moody's Vice
President -- Senior Analyst and Lead Analyst for Norican. "A high
contribution from aftermarket activities underpins double digit
profitability margins and a good conversion to free cash flow,"
added Mr. Phillips.

Specifically, the B2 corporate family rating assigned to Norican
reflects as positives the company's: (1) leading position in the
niche market for green sand molding machines, metal finishing
equipment and aluminium foundry solutions (following the
acquisition of Light Metal Casting Solutions); (2) large asset
base which underpins its sizeable aftermarket activities which
provide a stable revenue stream (around 56% of revenue for the
legacy Norican business, according to the company); (3)
reasonable geographical diversification across Europe, North
America and Asia; (4) exposure to a variety of end markets albeit
with concentration within the automotive sector; (5) solid
margins for the manufacturing industry: EBITA margins are
forecast to be in the 10-11% range; and (6) low capital intensity
which translates into healthy free cash flow (FCF) generation.

Nevertheless, the rating reflects as negatives the company's: (1)
small size: pro-forma revenue in 2016 amounted to around EUR556
million; (2) indirect exposure to cyclical sectors, particularly
automotive which faces headwinds in the next two years; (3)
ongoing shift from ferrous metals to aluminium (though primarily
from steel, not iron, to aluminium), particularly in the
automotive industry which may reduce the demand for DISA
equipment over time; (4) challenges to fully integrate the LMCS
business and to realize anticipated synergies; and (5) high
leverage with debt / EBITDA potentially reaching 5.5x at the end
of 2017. On this basis, the ratings are initially somewhat weakly
positioned albeit with the possibility to strengthen over the
next 12-18 months as the group integrates the LMCS business.

Moody's considers Norican's liquidity profile to be adequate. The
group's primary liquidity sources include its opening cash
balance of around EUR60 million (Moody's understands that
approximately 50% of cash is restricted) and annual funds from
operations (FFO) of around EUR30-35 million. Externally, the
group benefits from a EUR75 million super senior RCF (unrated)
which is not expected to be utilised for cash drawings on the
issue date. While the RCF includes a "springing financial
covenant" if drawings exceed 25% of the total availability, the
rating agency anticipates that headroom against it will be ample.
Additionally, the group is required to maintain a minimum EBITDA
level which is significantly lower than that forecast in Moody's
base case. The main cash uses predominantly include annual
capital expenditure of around EUR10-15 million. In Moody's
analysis, Moody's considers cash equivalent to 3% of revenues
(around EUR17 million) as required to run daily operations, i.e.
not available for debt repayment.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations for low single
digit revenue growth and profitability margins in the low double
digit range (as measured by EBITA / revenue). The agency expects
this will underpin a gradual earnings-led deleveraging over the
business from a starting position of around 5.5x debt / EBITDA
(at the end of 2017). Moody's also anticipates that the group
will consistently generate positive levels of FCF.

WHAT COULD MOVE THE RATING UP/DOWN

Moody's could move the ratings of Norican upwards should the
company significantly improve its forecast credit metrics.
Specifically, leverage (debt / EBITDA) below 4.5x, EBITA margins
sustained above 10% and FCF / debt in the high single digits
would be commensurate with this view. In contrast, Moody's could
move the ratings of Norican downwards should leverage increase
materially above 5.5x, EBITA margins move below 8% or if FCF
generation is negative.

STRUCTURAL CONSIDERATIONS

In Moody's Loss Given Default (LGD) analysis, the agency
differentiates between three layers of debt within the capital
structure of Norican. Moody's ranks the group's EUR75 million
super senior revolving credit facility (RCF) in the highest
position reflecting its preferential ranking relative to other
liabilities. For the purpose of its analysis, however, the agency
models a maximum availability size of EUR55 million given that
only this amount can be used for cash drawings. The residual
EUR20 million can only be used for performance bonds and similar
instruments. In the second position Moody's models the EUR340
million of senior secured notes and the group's trade payables.
Finally, Moody's models the group's pension obligations and
operating lease claims as unsecured and therefore last in the
waterfall. Given that the senior secured notes represent by far
the largest proportion of the total debt structure, the (P)B2
rating assigned to them is at the same level as the CFR.

PRINCIPAL METHODOLOGY

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

Norican Global A/S (Norican) is a holding company for a variety
of branded industrial technology businesses which offer products
and services to the global ferrous metals and light metals
industries. The group consists of the following brands: (1) DISA,
a provider of new equipment and aftermarket services for the
green sand molding sector (predominantly grey iron casting); (2)
Wheelabrator, a complete provider of cleaning, strengthening and
polishing equipment and aftermarket services mainly for the
ferrous metals sector; (3) ItalPresse, a provider of gravity, low
and high pressure die casting solutions; (4) Gauss, a provider of
automated die casting solutions; and (5) StrikoWestofen, a
provider of aluminum furnace technologies. Norican is owned by
Altor Equity Partners, a Nordic-focused private equity sponsor.
In 2016, pro-forma revenues for Norican amounted to around EUR556
million.


NORICAN GLOBAL: S&P Assigns Preliminary 'B' CCR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings said that it has assigned its preliminary 'B'
long-term corporate credit ratings to Denmark-based Norican
Global A/S and its core issuing subsidiary Norican A/S.  The
outlooks are stable.

On Feb. 21, 2017, Norican Global A/S announced that it had
entered into a binding agreement to acquire 100% of the shares in
Light Metal Casting Solutions Group.  The acquisition closed on
April 28, 2017.

At the same time, S&P assigned a preliminary 'B' issue rating to
Norican's proposed EUR340 million senior secured notes.  The
preliminary recovery rating is '4', indicating S&P's expectation
of average recovery (30%-50%; rounded estimate: 35%) in the event
of a payment default.

All the ratings depend on S&P's review of the final transaction
documentation.  If S&P do not receive the final documentation
within a reasonable time frame, or if the final documentation
departs from materials S&P has reviewed, it reserves the right to
withdraw or revise our ratings.  Potential changes include, but
are not limited to, the interest rate, maturity, size, and
financial and other covenants.

Norican closed its acquisition of Light Metal Casting Solutions
Group (LMCS) on April 28, 2017.  The preliminary ratings
incorporate our assumptions that the group will issue a six-year
EUR340 million senior secured note to finance the acquisition and
transaction related costs, and to repay all of its outstanding
debt, which includes a EUR55.1 million term loan A, EUR100.1
million term loan B, and EUR12 million of drawings on a revolving
credit facility (RCF).  The group will issue a EUR75 million
super senior RCF, with a EUR55 million cash sub-limit.  S&P also
assumes that after the acquisition the RCF will be undrawn and
the group's cash balance will amount to about EUR50 million.  S&P
understands that the capital structure does not include any
shareholder debt-like instruments.

Norican group, created by the merger of DISA and Wheelabrator in
2008, is a global manufacturer of technology and services for
formation and preparation in the metallic parts enhancement value
chain.  Norican has acquired LMCS, a provider of integrated
light-weight metal processing within parts preparation.  The
combined group's pro forma 2016 revenue was about EUR555 million
and EBITDA was about EUR70 million.  S&P's preliminary 'B' rating
on Norican reflects S&P's view of the combined group's highly
leveraged financial risk profile and weak business risk profile
after the LMCS transaction.

Despite the LMCS acquisition, Norican remains smaller than global
capital goods peers that operate across many markets and sectors.
Although Norican is the leader in most of its areas of operations
within metallic parts formation and preparation, it represents a
small share of the highly fragmented metallic parts enhancement
market.  The group has a solid customer base and geographic
diversification, but with end-market concentration in the
cyclical automotive sector where it generates about two-thirds of
its sales.  This, together with its limited size and scope makes
the company vulnerable to external changes and downturns,
especially in the automotive sector.  The group's equipment is of
top industry standard; however, service sales have relatively
limited technological content, leading to lower barriers to
entry.  This is partly mitigated by Norican's global service
network and proximity to its customers.

These weaknesses are partly mitigated by Norican's position as
one of the largest manufacturers and service providers in its
niche markets.  The acquisition of LMCS further enhances
Norican's position in the parts-formation sector and will
complement the group's product offering with casting equipment
for the aluminum foundry industry.  The group benefits from its
relatively large installed base of machines and its global sales
and service platform, which contributes to recurring aftermarket
revenues.  S&P views as positive the group's relatively large
share of aftermarket sales, representing about 42% of sales after
the transaction, which are more stable and offers higher
profitability than its cyclical and competitive equipment sales.

The major constraints to Norican's financial risk profile are the
group's aggressive financial policy, owing to its private equity
ownership and its highly leveraged capital structure.  S&P
forecasts pro forma debt to EBITDA at 5.5x-5.7x and funds from
operations (FFO) to debt at 7%-9% for 2017.  The group's
financial risks are partly mitigated by the low capital intensity
of the business, with replacement capital expenditures estimated
at only about 1.0%-1.5% of sales, and moderate working capital
needs.  S&P therefore expects the company will be able to
generate positive free operating cash flows (FOCF), despite its
relatively high cash-paying interest and tax burden.  S&P also
takes into account the group's relatively strong FFO cash
interest coverage, which S&P forecasts will remain above 2.5x
over 2017-2019.

The stable outlook reflects S&P's expectation that Norican will
maintain its solid position within its target market and achieve
an adjusted EBITDA margin of 12.5%-13.5% and debt to EBITDA of
about 5.5x-5.7x in 2017.  S&P anticipates gradual deleveraging
and that Norican's financial risk profile will remain at the
stronger end of the highly leveraged category, with FFO cash
interest coverage above 2.5x and debt to EBITDA below 5.5x after
2017.  S&P also expects liquidity will remain adequate.

S&P could lower the ratings if Norican's operating performance
were weaker than S&P's forecasts, or if the company introduced a
more aggressive financial policy than S&P expected.  This might
occur if FFO cash interest coverage deteriorated to below 2.5x or
if Norican's debt-to-EBITDA exceeded 5.5x over a prolonged period
and the company failed to generate sustainably positive FOCF.
S&P could also consider a downgrade if Norican did not maintain
adequate liquidity.  These scenarios could materialize from
weaker-than-expected market conditions or operating performance,
a larger-than-expected debt-financed acquisition or integration
costs, or synergies not being fully realized.

Rating upside is limited in S&P's view.  S&P could consider
raising the rating if Norican's credit metrics materially and
sustainably strengthened, for example with debt to EBITDA
consistently below 5x and FFO to debt above 12.0%.  An upgrade
would be subject to our view that any improvement would be
sustained by a conservative financial policy.


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G E R M A N Y
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AIR BERLIN: 2016 Net Loss Widens Amid Restructuring
---------------------------------------------------
Reuters reports that Air Berlin reported a record net loss of
EUR782 million (GBP654.10 million) in 2016 as well as a widening
loss in the first quarter of 2017, and said it was seeking new
partners as it battles to revive its fortunes.

For the first quarter, the net loss was EUR293 million, compared
with 182 million a year earlier, Reuters discloses.

Air Berlin, 29% owned by Abu Dhabi-based Etihad, is already
undergoing a restructuring that will see its fleet halve to about
75 aircraft and a focus on network flights rather than the
tourist flights to Spain for which it became famous, Reuters
notes.

But new CEO Thomas Winkelmann, who took over three months ago,
said on April 28 more needed to be done in light of results he
described as "highly unsatisfactory", Reuters relates.


Air Berlin, which has made a net loss in almost every year since
2008, will look for new partnerships and cooperation
opportunities, Mr. Winkelmann, as cited by Reuters, said, adding
that could include a new investor and nothing was ruled out.

Speculation has swirled the airline could be taken over by larger
German rival Lufthansa, which is already leasing 38 planes and
crew from Air Berlin to expand its budget Eurowings arm, Reuters
discloses.

Management at Germany's largest carrier has not explicitly ruled
out a takeover, but says there are three obstacles to a potential
deal -- anti-trust concerns, Air Berlin's debt and its cost
levels, according to Reuters.

Air Berlin's 2016 loss -- equivalent to a loss of more than EUR2
million a day for a company with a market capitalization of just
EUR61 million-- adds to pressure on Etihad in Europe, Reuters
states.

The Gulf carrier bought equity stakes in airlines to expand its
network, but its other high profile investment in Europe,
Alitalia, is preparing special administration proceedings after
workers rejected its latest rescue plan, Reuters notes.

Still, Etihad said on April 28 it would continue to support Air
Berlin's restructuring, Reuters relays.

Air Berlin Plc is a Germany-based airline that is registered in
the United Kingdom.


EUROMAR COMMODITIES: German Cartel Regulator OKs ECOM Acquisition
-----------------------------------------------------------------
Reuters reports that Swiss commodities trading group ECOM has
received approval from German cartel authorities to purchase
German cocoa grinder Euromar Commodities GmbH which declared
insolvency in December.

According to Reuters, Rolf Rattunde, Euromar's insolvency
administrator, said in a statement on May 2 production at
Euromar's plant at Fehrbellin near Berlin could resume in coming
days.

A sale contract for Euromar's factory, equipment and site had
been signed and approved by Euromar's creditors in March but
German cartel authorities had to approve the purchase, Reuters
notes.

"This contract has now been approved by the federal cartel office
and so the final hurdle for the takeover has been removed,"
Reuters quotes Mr. Rattunde as saying.

Euromar had suffered liquidity problems caused by exchange rate
fluctuations in the British pound, in which cocoa is traded in,
and swings in cocoa prices, Reuters relates.


PROGROUP AG: Moody's Cuts Rating on Senior Secured Notes to Ba3
---------------------------------------------------------------
Moody's Investor Services has downgraded senior secured notes
issued by paper-packaging producer Progroup AG to Ba3 from Ba2.
Concurrently, Moody's has affirmed the Ba3 Corporate Family
Rating (CFR) and the Ba3-PD Probability of Default Rating (PDR)
of JH-Holding GmbH, the ultimate holding company for Progroup AG
(together Progroup), as well as the B2 rating of the subordinated
PIK Toggle Notes issued by JH-Holding Finance SA. The outlook on
all ratings remains stable.

The rating action is driven by the EUR44 million expected
repayment of the PIK Toggle Notes, which although being credit
positive for Progroup's CFR, weakens the rationale for senior
secured debt issued by Progroup AG being rated above the CFR",
says Martin Fujerik, lead analyst for Progroup.

RATINGS RATIONALE

RATIONALE FOR INSTRUMENT RATINGS

The downgrade of the senior secured notes issued by Progroup AG
to Ba3 from Ba2 reflects the reduction of relative importance of
the PIK Toggle Notes in the loss given default (LGD) waterfall,
leading to a lower loss absorption in the capital structure. The
PIK Toggle Notes are structurally subordinated to all instruments
in the waterfall and hence provide a first loss cushion in a
default scenario. Moody's now believes that the proportion of the
PIK Toggle Notes in the capital structure going forward will not
be material enough to justify a rating for the senior secured
debt above the CFR.

The affirmation of the B2 rating for PIK Toggle Notes reflects
their subordinated position in the LGD waterfall.

RATIONALE FOR CFR AND PDR

The affirmation of CFR and PDR reflects that the repayment of
debt out of the company's cash balance, thereby improving its
gross leverage, is credit positive for CFR and PDR, but not
material enough to justify positive rating action at this point.
The repayment also confirms Progroup's willingness and ability to
delever its balance sheet after having increased debt to finance
growth and efficiency projects. Moreover, since the PIK Toggle
Notes carry an interest of as high as 8.25% p.a., a partial
repayment will provide some interest savings, thus benefiting
interest cover and free cash flow generation.

Progroup's debt/EBITDA for 12 months to December 2016 is 3.8x
pro-forma for the EUR44 million repayment (as adjusted by
Moody's). This pro-forma calculation also reflects (1) a EUR75
million increase of gross debt in the first quarter of 2017
following the issuance of a new EUR150 million senior secured
note in March 2017, half of which had been intended for a
reduction of other senior secured debt; as well as (2) a EUR16
million negative impact (EUR14 million additional costs and EUR2
million lost revenues) related to unscheduled downtime of the
combined heat and power plant in Eisenhuettenstadt at the end of
2016, which Moody's has not adjusted from its credit metrics as
extraordinary, even though the rating agency does not expect such
a high charge to repeat in 2017. Had Moody's adjusted the charge
as extraordinary, the pro-forma leverage would further improve to
around 3.5x, which would position Progroup solidly in the Ba3
rating category, providing some headroom for weaker operational
performance.

WHAT COULD CHANGE THE RATING UP/ DOWN

Positive rating pressure on Progroup's CFR could build if the
group proves that it can maintain high profitability with Moody's
adjusted EBITDA margin in twenties in % terms even in a difficult
market environment characterised by oversupply. The maintenance
of a conservative financial profile, as evidenced by debt/EBITDA
moving sustainably towards 3x and sustainable RCF/debt towards
20% in combination with a well-managed liquidity profile would
also be a requirement for a higher rating.

Negative pressure Progroup's CFR would arise if the group's
operating performance would come under pressure as a result of
increased competition including prolonged periods of supply --
demand imbalances reflective in EBITDA margins moving towards the
mid-teens and debt/EBITDA above 4x for an extended period of
time. Also, a deterioration in liquidity would be negative for
the rating.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Headquartered in Germany, Progroup is a leading European
manufacturer of containerboard and corrugated board focusing on
producing standardized small batch series for small- and medium-
sized costumers. In 2016 the group generated sales of around
EUR730 million.


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ADAGIO III CLO: S&P Raises Rating on Class E Notes to 'BB'
----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Adagio III CLO
PLC's class A1B, A2, A3, B, C, D, and E notes.  At the same time,
S&P has affirmed its 'AAA (sf)' rating on the class A1A notes.

The rating actions follow S&P's analysis of the transaction using
data from the latest trustee report available to S&P, taking into
the account the transaction's latest payment date report
information and the application of S&P's relevant criteria.

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

Since S&P's previous review in October 2015, the manager has
continued to reinvest unscheduled principal proceeds, as well as
proceeds received from the sale of assets.  At the same time, the
transaction has continued to delever, including a more than
EUR50 million repayment of the senior notes (the class A1A, A2,
and A3 notes) according to the March 3, 2017 payment date report.
As a result of the deleveraging, all classes of notes have
increased available credit enhancement, according to S&P's
analysis.

S&P conducted its cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents S&P's estimate of the maximum level of
gross defaults, based on its stress assumptions, that a tranche
can withstand and still fully pay interest and principal to the
noteholders.

S&P used the collateral amount that it considers to be
performing, and the weighted-average recovery rates calculated in
line with S&P's updated criteria for rating corporate cash flow
collateralized debt obligations (CDOs).  S&P's analysis also took
into account the relatively diverse nature of the portfolio, as
well as the low cost of funds associated with the senior
tranches.

The results of S&P's analysis show that the available credit
enhancement for the class A1A notes is commensurate with the
currently assigned rating.  S&P has therefore affirmed its
'AAA (sf)' rating on the class A1A notes.

S&P's analysis also indicates that the available credit
enhancement for the class A1B, A2, A3, B, C, D, and E notes is
commensurate with higher ratings than those currently assigned.
This analysis takes into account the results from S&P's credit
and cash flow modelling, as well as qualitative factors
associated with the transaction.  S&P has therefore raised its
ratings on these classes on notes.

Adagio III CLO is a cash flow collateralized loan obligation
(CLO) transaction managed by AXA Investment Managers Paris S.A.
It is backed by a portfolio of loans to primarily speculative-
grade corporate firms.  The transaction closed in August 2006 and
its reinvestment period ended in September 2013.

RATINGS LIST

Class            Rating
          To                From

Adagio III CLO PLC
EUR575.242 Million, $5 Million Senior And Subordinated Deferrable
Floating-Rate Notes

Rating Affirmed

A1A       AAA (sf)

Ratings Raised

A1B       AAA (sf)          AA+ (sf)
A2        AAA (sf)          AA+ (sf)
A3        AAA (sf)          AA+ (sf)
B         AA+ (sf)          AA (sf)
C         A+ (sf)           A (sf)
D         BBB (sf)          BB+ (sf)
E         BB (sf)           BB- (sf)


CBOM FINANCE: Fitch Assigns B- Rating to US$700MM Tier 1 Notes
--------------------------------------------------------------
Fitch Ratings has assigned CBOM Finance PLC's US$700 million
8.875% perpetual additional Tier 1 (AT1) notes a final long-term
rating of 'B-'.

CBOM Finance PLC, an Irish SPV issuing the bonds, will on-lend
the proceeds to Russia's Credit Bank of Moscow (CBM), rated Long-
Term Local- and Foreign-Currency Issuer Default Ratings (IDRs)
'BB'/Negative, Short-Term Foreign-Currency IDR 'B', Viability
Rating (VR) 'bb', Support Rating '5' and Support Rating Floor 'No
Floor'.

The assignment of the final rating follows the completion of the
issue and receipt of documents conforming to the information
previously received. The final rating is the same as the expected
rating assigned on 19 April 2017 (see 'Fitch Rates Credit Bank of
Moscow's Upcoming Perpetual AT1 Notes 'B-(EXP)' at
www.fitchratings.com).

KEY RATING DRIVERS

The notes are rated four notches lower than the bank's 'bb' VR,
the maximum rating under Fitch's Global Bank Criteria that can be
assigned to deeply subordinated notes with fully discretionary
coupon omission issued by banks with a VR anchor of 'bb'.

The notching comprises: (i) two notches for higher loss severity
relative to senior unsecured creditors; and (ii) a further two
notches for non-performance risk, as CBM has an option to cancel
at its discretion the coupon payments. The latter is more likely
if the capital ratios fall to minimum required levels including
buffers, although this risk is somewhat mitigated by CBM's
reasonable internal capital generation capacity and its general
policy of maintaining some headroom (about 150bp) over minimum
capital ratios.

The notes have no established redemption date. However, CBM will
have an option to repay the notes after the first coupon reset
date (in 2022) subject to approval from the Central Bank of
Russia.

RATING SENSITIVITIES

The issue rating could be upgraded if CBM's VR was upgraded
(currently unlikely given the Negative Outlook). If the VR was
downgraded to 'bb-', the notes could be affirmed, reducing the
notching to three notches, provided the non-performance risk is
sufficiently constrained.

However, Fitch may widen the notching if non-performance risk
increases, for example, if CBM fails to maintain reasonable
headroom over the minimum capital adequacy ratios (including the
buffers) or if the instrument becomes non-performing, ie if the
bank cancels any coupon payment or at least partially writes off
the principal. In such a case, the issue would be downgraded
based on Fitch's expectations about the form and duration of non-
performance.


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I T A L Y
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ALITALIA SPA: Italian Government Grants EUR600-Mil. Bridge Loan
---------------------------------------------------------------
Bradley Gerrard at The Telegraph reports that Alitalia has
received a six-month life-line from the Italian government as it
entered special administration after a dispute with its workers
hit an impasse, preventing the airline from raising fresh
financing from shareholders.

Directors at the flag carrier, which has received EUR7 billion
(GBP5.9 billion) from the state in the past 10 years, decided to
trigger the process after workers rejected a plan to cut its
12,500-strong workforce and impose pay cuts, The Telegraph
relates.

Unions had managed to negotiate cuts down from 30% to 8% and
reduce predicted job losses from an initial 2,000, The Telegraph
discloses.

The plan would have paved the way to a EUR2 billion refinancing
by shareholders including the Gulf carrier Etihad, which owns 49%
of Alitalia, The Telegraph states.

The Italian government on May 1 granted Alitalia a EUR600 million
bridge loan for the next six months, and the airline said its
flight schedule would continue, The Telegraph recounts.

Analysts said it is likely to have been in talks with potential
suitors ahead of the announcement that it would enter
administration, The Telegraph relays.

According to The Telegraph, Gerald Khoo, transport analyst at
Liberum, said there would have "undoubtedly" been efforts to find
a buyer before administration proceedings, an announcement he
said showed "there are not any takers".

Mr. Khoo, as cited by The Telegraph, said the workforce had
"shown a reluctance to reform" and with that being the case,
there is "no value in [Alitalia] as a going concern".

"If the workforce is going to be so obstructive to reform why
will it be different under new management or a new owner."

Neil Smyth -- n.smyth@taylorwessing.com -- partner in the
restructuring & corporate recovery team at Taylor Wessing, said
he thought the company "would have been talking to buyers before
now", The Telegraph relates.

"Every day Alitalia is in administration it will be losing ground
to competitors," The Telegraph quotes Mr. Smyth as saying, adding
this would make it exceptionally difficult for administrators to
run the business and thus make them keen to find a quick
resolution.

The loss-making Italian airline last year secured a reprieve from
its creditors in a last ditch bid to agree a rescue plan to stem
losses and bring in fresh financing, The Telegraph recounts.

Alitalia's creditors, including Unicredit and Intesa Sanpaolo,
handed the carrier a short-term financing deal on the condition
that it agreed an overhaul plan with its stakeholders, The
Telegraph discloses.

Earlier on May 2, Alitalia had said the negative outcome of the
workers' vote meant it could not implement its mooted restructure
and EUR2 billion recapitalisation forcing it down the route of
"amministrazione straordinaria" or extraordinary administration
because of the "serious economic and financial situation" of the
business, The Telegraph relays.

                         About Alitalia

Alitalia-Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.


WIND TRE: Moody's Raises CFR to B1, Outlook Positive
----------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating (CFR) of Wind Tre S.p.A. (formerly Wind Telecomunicazioni
S.p.A.) to B1 from B2 and its probability of default rating (PDR)
to B1-PD from B2-PD.

Concurrently, Moody's upgraded to B3 from Caa1 the rating on the
senior unsecured notes issued by Wind Acquisition Finance S.A.
and affirmed the Ba3 ratings on the senior secured notes issued
by Wind Acquisition Finance S.A. as well as the Ba3 senior
secured term loan and bank credit facility of Wind Tre S.p.A.

The outlook on all ratings is positive.

The rating action follows the completion of the merger between
Wind Telecomunicazioni and H3G S.p.A. (unrated), the Italian
operations of CK Hutchison Holdings Limited (A3 stable), and the
amendment in the documentation of the H3G's shareholder loans in
December 2016.

"The upgrade reflects the improvement in Wind Tre's credit
profile owing to its increase in scale and market share, the
substantial synergies to be achieved through the integration of
Wind and H3G, and the significant reduction in the group's
leverage," says Laura Perez, Vice President-Senior Analyst and
lead analyst for Wind Tre.

"The positive outlook reflects Moody's expectation for further
de-leveraging given the company's long-term net leverage target
of below 3x. However, the entry of Iliad in the Italian market
may delay this improvement," adds Mrs. Perez.

RATINGS RATIONALE

UPGRADE OF CFR TO B1 FROM B2

The upgrade to B1 reflects the improvement in business profile
following the merger of Wind and H3G. The group has increased its
scale and created the largest mobile operator by subscribers in
Italy with a strong spectrum portfolio. This increased scale has
enabled the company to accelerate 4G/LTE mobile broadband
rollout, narrowing the gap in network quality with peers. The
company expects to achieve 99% 4G outdoor coverage by 2019, up
from less than 75% at year-end 2016.

The merger with H3G has also led to a significant reduction in
leverage to 4.1x (Moody's adjusted gross leverage) at year-end
2016, down from 5.4x pre-transaction (Wind standalone) at year-
end 2015. The reduction is supported by the absence of debt at
H3G, following the amendment in the documentation of the
shareholder loans, which have become subordinated to the rest of
debt in the capital structure, and now receive full equity credit
under Moody's methodologies.

The merger with H3G is expected to generate substantial
synergies, which will provide a cushion to mitigate potential
underperformance in light of the increasing competitive pressures
in the Italian market. The annual run rate cash synergies are
estimated to be EUR700 million, which represent 11% of combined
revenues and 90% of which are expected to be achieved by 2019.

The rating upgrade also reflects the more conservative financial
policy targets of the merged entity, with a long-term target of
achieving a net leverage ratio of less than 3x (equivalent to a
Moody's adjusted gross debt/ EBITDA ratio of less than 3x-3.2x)
and with predictable dividend policies linked to a reduction in
leverage levels.

The company intends to reach its net leverage target mainly
through growing EBITDA, boosted by synergies, and to a lesser
extent through the EUR450 million proceeds from the sale of
assets to Iliad as part of the remedy package. The payment from
Iliad will reduce leverage by around 0.2x over the next three
years.

Despite the upgrade to B1 with a positive outlook, Moody's notes
the uncertainties linked to the entry of Iliad in the Italian
market in 2017/18, which will likely affect Wind Tre's market
share, revenues and EBITDA, partially offsetting the benefits
from the synergies.

The entry of Iliad will likely put pressure on Wind Tre's market
share given its position as market challenger in more price-
sensitive retail segments. However, top-line pressure will be
partially offset by the revenues from the roaming agreement with
Iliad. While Moody's expects Iliad to be aggressive on prices in
order to gain market share, the rating agency does not expect
Iliad to be as disruptive as it has been in France.

The B1 rating also reflects the company's weak free cash flow
generation given the significant levels of capex (EUR7 billion in
the next 6 years) to improve its network quality, and the
integration costs to achieve the synergies.

UPGRADE OF SENIOR UNSECURED DEBT RATINGS TO B3 AND AFFIRMATION OF
SENIOR SECURED DEBT RATINGS AT Ba3

The upgrade of the senior unsecured notes to B3 from Caa1 follows
the one-notch upgrade of the CFR to B1 from B2.

The rating of the senior secured notes has been affirmed at Ba3.
The affirmation reflects the relatively lower cushion of
subordinated debt ranking behind the senior secured notes and the
trade payables due to the increase in trade payables as a result
of the merger with H3G, compared with Wind standalone.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook on the ratings reflects Moody's expectation
for further deleveraging with a debt/EBITDA ratio consistently
below 4x and a retained cash flow (RCF) to debt ratio sustainably
above 15% over the next 18 months. The de-leveraging will be
driven by the substantial synergies arising from the merger,
which will provide a cushion to face competitive headwinds, and
by the payments received from Iliad as part of the remedy package
(wholesale revenues from the roaming agreement with Iliad,
payments from the disposal of spectrum and towers).

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure could develop if the company demonstrates
a resilient operating performance and continues its deleveraging
profile such that (1) its adjusted debt to EBITDA ratio (as
adjusted by Moody's) declines sustainably below 4.0x, (2) its
Moody's adjusted RCF/ Gross Debt ratio is sustainably above 15%,
and (3) its free cash flow generation is positive and growing
over time.

Downward ratings pressure could arise if Wind Tre's operating
performance weakens such that debt/EBITDA (as adjusted by
Moody's) is higher than 5.0x and RCF/debt (as adjusted by
Moody's) is below 10% on a sustained basis.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Wind Tre S.p.A.

-- LT Corporate Family Rating, Upgraded to B1 from B2

-- Probability of Default Rating, Upgraded to B1-PD from B2-PD

Issuer: Wind Acquisition Finance S.A.

-- Backed Senior Unsecured Regular Bond/Debenture, Upgraded to
B3 from Caa1

Affirmations:

Issuer: Wind Tre S.p.A.

-- Senior Secured Bank Credit Facility, Affirmed Ba3

Issuer: Wind Acquisition Finance S.A.

-- Backed Senior Secured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Issuer: Wind Tre S.p.A.

-- Outlook, Remains Positive

Issuer: Wind Acquisition Finance S.A.

-- Outlook, Remains Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

Wind Tre is ultimately owned by VIP-CKH Luxembourg SÖrl
(unrated), which is a 50/50 joint venture owned by CK Hutchison
Holdings Limited and VEON Ltd. (former VimpelCom Ltd). Wind Tre
is the combined entity resulting from the merger of Wind
Telecomunicazioni S.p.A (100% owned by VEON) and H3G (100% owned
by Hutchison), which completed in December 2016.

Wind Tre is the biggest mobile operator in the Italian market
with over 31 million subscribers following the merger with H3G.
The company also provides services to 2.7 million customers in
the fixed business where it operates through the Infostrada
brand. Wind Tre reported pro-forma revenues and EBITDA of EUR6.5
billion and EUR2.1 billion respectively at year-end 2016.


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


CADOGAN SQUARE V: Fitch Assigns B- Rating to Class F Notes
----------------------------------------------------------
Fitch Ratings has assigned Cadogan Square CLO V B.V. refinancing
notes final ratings, as follows:

EUR181.3 million Class A: 'AAAsf'; Outlook Stable
EUR24 million Class B1: 'AAsf'; Outlook Stable
EUR10 million Class B2: 'AAsf'; Outlook Stable
EUR17.7 million Class C: 'Asf'; Outlook Stable
EUR15 million Class D: 'BBBsf'; Outlook Stable
EUR20.5 million Class E: 'BBsf'; Outlook Stable
EUR8.1 million Class F: 'B-sf'; Outlook Stable
EUR37.75 million Subordinated notes: not rated

Cadogan Square CLO V B.V. is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes are
being used to refinance the current outstanding notes. The
transaction closed in 2013 but was not rated by Fitch at the
time. The portfolio of assets is managed by Credit Suisse Asset
Management Limited.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has credit opinions or public ratings on 96%
of the identified portfolio. The weighted average rating factor
(WARF) of the identified portfolio is 33 while the indicative
covenanted maximum Fitch WARF for assigning final ratings is 34.

High Recovery Expectations
At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings on 96% of the
identified portfolio. The weighted average recovery rate (WARR)
of the identified portfolio is 65.1% while the indicative
covenanted minimum Fitch WARR for assigning final ratings is
64.35%.

Five-Year Reinvestment Period
The refinanced CLO envisages a further five-year reinvestment
period and a nine-year weighted average life (WAL). The longer
reinvestment period and WAL compared with other post-crisis
European CLOs -- four-year reinvestment and eight-year WAL --
result in a slightly higher expected default rate in Fitch's
analysis.

Partial Interest Rate Hedge
Between 0% and 15% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 3.3% of the
target par amount. At closing the issuer entered into interest
rate caps running between January 2018 and January 2025 to hedge
the transaction against rising interest rates. The notional of
the caps is EUR13.5 million, representing 4.5% of the target par
amount, and the strike rate is fixed at 4%.

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

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

TRANSACTION SUMMARY

The issuer amended the capital structure and extended the
reinvestment period to May 2022 and the maturity of the notes to
May 2031.

RATING SENSITIVITIES

A 25% increase in the obligor default probability could lead to a
downgrade of up to two notches for the rated notes. A 25%
reduction in expected recovery rates could lead to a downgrade of
up to three notches for the rated notes.


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


NAVICO GROUP: S&P Assigns 'B' CCR on Completion of Refinancing
--------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' long-term
corporate credit ratings to Norwegian-based provider of marine
electronics Navico Group AS (Navico) and its subsidiary Navico,
Inc. USA.  The outlook on both entities is stable.

At the same time, S&P assigned its 'B' issue rating to the senior
secured loan due 2023 issued by Navico Inc.  The recovery rating
of '3' indicates S&P's expectation of meaningful recovery (50%-
70%; rounded estimate: 60%) in the event of a default.  S&P views
Navico Inc. as core to the group, since it is a wholly owned
financing entity that is expected to bear the entire group's
senior debt after the refinancing.

The ratings are in line with the preliminary ratings S&P assigned
on Feb. 22, 2017.

The rating action follows Navico's successful issuance of a
$260 million term loan and S&P's satisfactory review of the final
documentation.  The proceeds were used to repay the group's
outstanding $240 million term loan.  S&P expects the group will
use the remaining proceeds to cover transaction fees and provide
additional liquidity.

S&P's rating on Navico continues to reflect Navico's high debt,
small scale, and potential revenue volatility, but also
incorporates its leading market position in the recreational
marine electronics market, solid EBITDA margins of about 16% (as
adjusted by S&P Global Ratings), as well as S&P's anticipation of
a solid liquidity profile and gradually strengthening credit
ratios.

S&P's assessment of Navico's business risk profile is constrained
by its small scale, limited diversification outside its niche
market, certain substitution risks given relatively low barriers
to entry, some volatility in demand that could impact its
revenues, and a highly competitive market.  With revenues of
$318 million in 2016, Navico is a small player in the $3.5
billion global marine electronics market; it is mainly focused on
the recreational marine electronics market worth $1 billion, and
holds a less than 2% market share in the larger and more
fragmented commercial marine electronics market.  Navico provides
radars, fish finders, navigation systems, sonars, and autopilot
systems. The group's strategy is to continuously innovate and
launch new products--it launches a new product every three weeks
on average. However, in S&P's view, both the recreational and
commercial markets have relatively low barriers to entry, and S&P
thinks Navico is exposed to the potential emergence of new
products or technologies that could replace its products.

Another weakness is potential revenue volatility, due to a lack
of contracted revenues (given that it primarily sells hardware
equipment) and some sensitivity to economic downturns, since S&P
views demand for its products as being somewhat discretionary.
That said, S&P acknowledges that Navico's revenues are less
volatile than previously and only moderately dependent on the
sale of new boats.  More than 70% of revenues come from the
replacement of boats and only 30% from new boats.  There is also
an increasing penetration of electronics in boats and gradually
shorter replacement cycles.  Furthermore, Navico competes with
many players including Garmin, Raymarine, Furuno, and Japan Radio
Co., Ltd. (the latter operating in the commercial segment only),
which have greater financial resources, since they report a much
higher consolidated turnover.

These weaknesses are partly offset by Navico's global market
leadership, solid and increasing margins, growth prospects, and
diversified customer base.  Navico holds a 26% share of the
recreational marine electronics market and has succeeded in
gradually gaining market shares (from 20% in 2011) but is closely
followed by Garmin (24%); Navico is particularly strong in the
fishing segment with a 45% market share.

Navico's profitability has improved since 2010 after it
rationalized production and shifted to a more flexible cost
structure.  Its profitability is now better than that of its main
competitors and its S&P Global Ratings-adjusted EBITDA margin is
above average relative to consumer electronics companies in
general.  Navico's revenues have increased by 10% annually on
average since 2010, compared with overall market growth of about
4% for the same period, and S&P thinks revenues could rise
further in the recreational marine electronics market.  In
addition, S&P believes that additional growth for Navico could
stem from gaining shares in the fragmented commercial marine
market, since Navico could leverage its recreational product
platform, and from expanding its digital segment.  Finally,
Navico has a global presence thanks to a wide distribution
network with regional logistics centers and a diversified
customer base with more than 2,500 customers and no customer
representing more than 5%-6% of revenues.

S&P's assessment of Navico's financial risk profile is
constrained by the company's high level of debt.  Furthermore,
S&P thinks its credit ratios and free operating cash flow (FOCF)
could potentially be volatile during an economic or industry
downturn. This is somewhat mitigated by Navico's solid interest
coverage and S&P's anticipation of gradually increasing FOCF
generation.  In calculating the company's adjusted credit
metrics, S&P deducts capitalized development costs from EBITDA
and reduce capital expenditure (capex) accordingly.

The stable outlook reflects S&P's anticipation that Navico's
revenues and EBITDA will increase, resulting in adjusted debt to
EBITDA trending below 5x, positive FOCF generation, and EBITDA
interest coverage above 3x.

S&P could lower the rating if Navico's FOCF turned negative
coupled with debt to EBITDA deteriorating to above 5x on a
prolonged basis.  This could happen if operations were weaker
than S&P expects, for instance in case of market share loss or an
industry downturn, or if the group raised debt to fund
acquisitions or returns to shareholders.

S&P could raise the rating if revenues and EBITDA increased
faster than it expects, for instance as a result of a successful
move to the commercial or digital segments, which could result in
adjusted debt to EBITDA approaching 4x and adjusted FOCF to debt
of about 10%.


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


AVOCET MINING: Misses Deadline to Publish Annual Accounts
---------------------------------------------------------
Henry Sanderson, Neil Hume and Conor Sullivan at The Financial
Times report that shares have been suspended in Avocet Mining, a
London-listed gold miner that has activist investor Elliott
Associates as its biggest shareholder, after it failed to meet a
deadline to publish its annual accounts.

The company, which is short of cash and has just appointed a new
chief executive, said it had missed the April deadline because
its accountants Grant Thornton needed more time to complete their
audit, the FT relates.

"The company expects the audit to be completed in due course and
will apply for the restoration of its listing immediately
thereafter," the FT quotes Avocet as saying in a statement.

Once valued at almost GBP500 million, but now worth just GBP10
million, Avocet is struggling to keep its Inata gold mine in
Burkina Faso in operation following a row with former workers who
seized a shipment of gold last year, the FT notes.

The dispute hit production at the mine and Avocet was forced to
rely on short-term financing from the mine's two main lenders,
Ecobank and Coris Bank, to pay suppliers and running costs, the
FT relays.

Avocet, as cited by the FT, said on May 2 that there was a
shortage of critical supplies, including chemicals and
explosives, at the mine, which was interrupting production.   It
also revealed that it had started talks with the mine's trade
creditors, banks and the government in Burkina Faso, the FT
discloses.

"The immediate priority is to negotiate continued support from
creditors to allow operations to continue, whilst in parallel,
the company seeks the financing needed to secure the additional
production from satellite pits," the FT quotes the company as
saying.  "This will represent a considerable challenge, with
compromises needed from all stakeholders, with there being no
guarantee of a successful outcome."

Avocet, which has about US$53 million of debt, is waiting for
funds from the sale of a 40% interest in its Tri-K gold mining
project in Guinea to Saudi Arabia's Management, the FT states.


BURGER KING: Jobs at Redditch Branch at Risk
--------------------------------------------
Imogen Buller at Redditch Standard reports that jobs at a Burger
King in Redditch could be at risk after chiefs at the the company
which runs the franchise announced it had gone into
administration.

Millcliffe Ltd and CPL Foods Ltd, which run a total of 36 Burger
Kings across the UK including the one in the Kingfisher Shopping
Centre, went into administration this month and a list of the
affected outlets was released.

All the branches -- including the one in Redditch -- are
remaining open and trading while the administrators explore "all
possible options for a sale of all or parts of the business".
They will also be working closely with the franchisor, Burger
King Europe GmbH, in finding suitable interested parties,
according to Redditch Standard.

The report discloses that administrators were appointed after the
businesses experienced cash flow pressures and Scottish business
advisory firm Alix Partners is reportedly managing those firms'
affairs.

The report notes that the administrators said: "Our priority now
is to work closely with the business and determine the optimum
route forward for the companies as we continue to serve our
valued guests throughout the UK."

"We are confident that the companies are an attractive
proposition for a range of potential buyers and, as such, we
expect and welcome contact from interested third parties."

Burger King, which was founded in the US in 1953, has 1,400
restaurants in the UK with more than 11,500 outlets in more than
72 countries around the world.

The report relays it is not yet known how many staff the
restaurant in the Kingfisher Centre employs, but around 1000 jobs
nationwide are expected to be affected.


COGNITA BONDCO: Moody's Lowers CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has downgraded Cognita Bondco Parent
Limited's (Cognita) Corporate Family Rating (CFR) to B3 from B2
and probability of default rating (PDR) to B3-PD from B2-PD. At
the same time, Moody's has downgraded to B3 from B2 the
instrument rating on the existing GBP325 million senior secured
notes due in 2021 and assigned a B3 instrument rating on the new
GBP50 million tap issuance, both issued by Cognita Financing Plc.
The outlook on the ratings was changed to stable from negative.

RATINGS RATIONALE

The downgrade to B3 CFR follows the issuance of a new GBP50
million tap instrument on the existing senior secured notes to
repay the drawings under the company's upsized GBP100 million
Revolving Credit Facility (RCF, unrated) and to add cash on
balance sheet. Moody's expects that the renewed liquidity will
support the funding of company's extensive capital expenditure
projects in Hong Kong, Singapore, Vietnam and Spain.

The B3 CFR is constrained by the company's (1) aggressive debt-
funded growth strategy that results in Moody's adjusted
debt/EBITDA now likely to remain well above 8.0x for the fiscal
year ending August 2017; (2) extensive capital expenditure
projects that limit free cash flow generation; (3) reliance on
its academic reputation and brand quality in a highly regulated
environment and (4) exposure to changes in the political and
legal environment in emerging markets.

However, the CFR reflects the company's (1) position as a leading
player with a geographically diversified portfolio of 67 schools
on three continents (including Hong Kong); (2) established track-
record of achieving revenue growth and operational leverage
through organic and acquisitive growth and tuition fee increases
above cost inflation; (3) protection by barriers to entry through
regulation, brand reputation and purpose built real-estate
portfolio; (4) strong revenue visibility from committed student
enrolments and (5) supportive underlying growth drivers for the
private-pay education market.

Moody's consider Cognita's near-term liquidity position to be
adequate, based on a cash balance of around GBP70 million and
fully undrawn GBP100 million super senior RCF undrawn pro-forma
for the new tap issuance in April 2017. In addition, the company
has signed a separate HK$60 million Asian local working capital
facility and HK$295 million Asian Capex Facility.

However, Moody's expects the company to use its cash on the
balance sheet and RCF to fund its large projected capital
expenditure, including the remaining GBP40 million Singapore
project expenditure and GBP40 million Hong Kong development capex
(as of February 2017).

OUTLOOK

The stable rating outlook reflects Moody's expectations that the
Hong Kong and Singapore school projects will be completed on time
and on budget. Moody's expects the company will continue to
benefit from stable and predictable cash flows, revenue growth
from planned capacity increases and fee growth above cost
inflation and achieve cost efficiencies through operational
leverage.

WHAT COULD CHANGE THE RATINGS UP

Upward pressure on the ratings could develop over time if
adjusted debt-to-EBITDA falls below 7.0x on a sustainable basis,
while maintaining an adequate liquidity profile.

WHAT COULD CHANGE THE RATINGS DOWN

Downward pressure on the ratings could be triggered by any delay
in the openings or softness in performance of both the new
Singapore and Hong Kong campuses planned for September 2017, if
earnings or liquidity weakens or if the company undertakes
larger-scale acquisitions, such that Moody's adjusted debt-to-
EBITDA further increases.

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

Headquartered in the UK, Cognita Schools is an international
independent schools group offering primary and secondary private
education in 67 schools (including Hong Kong) across eight
countries in Europe, Asia and Latin America. Founded in 2004, the
group acquired schools in the United Kingdom, Spain, Brazil,
Chile, Singapore, Hong Kong, Thailand and Vietnam, and teaches
around 35 thousand K-12 private-pay students. Cognita is owned by
Bregal Capital and KKR Private Equity, who equally hold 50% of
Cognita's share capital. In the LTM February 2017 period, the
company reported GBP366 million revenue and GBP70 million
management adjusted EBITDA.


COMMS CONSULTING: Acquired Out of Liquidation
---------------------------------------------
Muhammad Aldalou at Insider Media reports a Norwich-based
provider of business communications services has been acquired
out of liquidation.

Elitetele.com has purchased Comms Consulting Ltd, trading as
Comms Supply, for an undisclosed sum, according to Insider Media.

All of the company's employees will join Elitetele.com as part of
the deal, the report notes.  The business will continue to
provide its customers with the same services but will now operate
under the Elitetele.com brand and have access to the company's
portfolio of products and services, the report relays.

Founder and chief executive Matt Newing said he was approached by
Comms Supply managing director Karl Alderton through Twitter, the
report relays.

"I recognised his passion for the sector and empathised with his
challenge of trying to maintain sales growth while being
distracted by the requirements of being a managing director and
the wider work-load that brings," he said.

"By buying Comms Supply we are giving Karl the opportunity to
grow his business with the support of our wider team. He's
created a great reputation for the business working with the IT
Channel to deliver connectivity and telecoms in conjunction with
wider IT solutions.

"With us Karl will be able to ensure their clients have a highly
skilled, committed customer service team to provide full back-up
and support when they need them. We are continually looking to
improve our IT services and I know Karl and his team will bring
fresh ideas and energy to what we are doing."


COUNTY STORES: AF Blakemore Buys 5 Stores From Administrators
-------------------------------------------------------------
Talking Retail reports AF Blakemore has expanded its Spar estate
by purchasing five outlets from administrators dealing with the
assets of County Stores Holdings.

County Stores Holdings owned five businesses trading under the
Spar brand in Oxford, Witney and Eynsham, Oxfordshire, Ledbury,
Herefordshire, and Presteigne, Powys, Wales, but went into
administration on April 6, according to Talking Retail.

The report discloses that administrators BDO subsequently secured
the sale of the five Spar businesses as a going concern to
Blakemore and their 76 employees were also transferred to the
purchaser.  A spokesperson for Blakemore said: "Blakemore Trade
Partners is currently in negotiations to move the five stores
into the ownership of an independent Spar retailer," the report
relays.

The report notes that Simon Girling, business restructuring
partner at BDO, said: "Unfortunately, difficult trading
conditions and a shortfall in the company's working capital
position significantly affected the business. I am delighted that
76 jobs have been saved through the sale of the Spar businesses
to AF Blakemore where they can now move forward on a secure
financial footing."

The report says Blakemore is the largest division of Spar UK,
already owns 300 Spar stores and supplies more than 1,000 across
England and Wales, the report relays.

However, the administrators were not able to find a buyer for
County's two Nisa outlets in Coleford and Lydney,
Gloucestershire, and 31 members of staff were made redundant, the
report discloses.  The remaining 37 employees have been retained
for a limited period by the administrators to assist with a stock
clearance sale, the report adds.


COVPRESS ASSEMBLY: Placed into Administration
---------------------------------------------
Graeme Roberts at Just Auto reports that a UK automotive
pressings supplier, employing around 350 people in Coventry,
reportedly has been put into administration.

CovPress Assembly Limited, with a GBP40 million turnover, has
"not generated the anticipated profitability", administrator
Deloitte told BBC Coventry and Warwickshire, according to Just
Auto.  No redundancies have yet been announced, administrators
added.

The report discloses that associated company CovPress Limited was
recently bought by Liberty House, securing 740 workers' jobs at a
plant in Canley, the BBC reported.

Delotte said the business would continue to trade and work with
customers to fulfil existing orders, the report notes.

It added that the company had been seeking a potential buyer,
however, this was unsuccessful and the directors had no
alternative but to place the company into administration, says
the report.

Matt Cowlishaw, joint administrator, said: "We are hopeful that
the administration process might now draw out interest in a sale
of the business.

"The business operates from a state of the art facility, with a
skilled workforce, capable of working in partnership with global
automotive companies. Meanwhile, we are continuing to trade the
business and work with customers to fulfil existing orders."

The report discloses that Coventry was once the heart of the
British motor industry, Canley was once home to the sprawling
Standard Triumph complex.  Although most of the automakers and
parts makers are long gone, the region remains home to numerous
suppliers, the report adds.


OLD MUTUAL: Fitch Assigns BB Rating to Tier 2 Subordinated Debt
---------------------------------------------------------------
Fitch Ratings has assigned Old Mutual Plc's (Old Mutual, Issuer
Default Rating BBB/Stable) GBP5 billion debt programme a 'BBB-'
rating for senior debt and a 'BB' rating for Tier 2 subordinated
debt.

The ratings are assigned to the programme and not to the notes
issued under the programme. There is no assurance that notes
issued under the programme will be assigned a rating, or that the
rating assigned to a specific issue under the programme will have
the same rating as the rating assigned to the programme.

KEY RATING DRIVERS

For senior unsecured debt issued under the programme, we expect
to apply a baseline recovery assumption of 'Below Average', with
the rating notched down once from the IDR.

For Tier 2 debt issued under the debt programme, we expect to
apply a baseline recovery assumption of 'Poor' and a non-
performance risk assessment of 'Moderate'. The rating would
therefore be notched down by three from the IDR, comprising two
notches for recovery and one notch for non-performance risk.

The debt programme outlines mandatory or optional interest
deferral features for Tier 2 subordinated notes, which Fitch
expects to be triggered if the company is not able to meet the
applicable regulatory capital requirement enforced by the
relevant supervisory authority with respect to Old Mutual. Under
our methodology, we regard these features as leading to
'Moderate' non-performance risk.

RATING SENSITIVITIES

The programme's ratings are subject to the same sensitivities
that may affect Old Mutual's Long-Term IDR.


SAGA PLC: S&P Affirms 'BB+' CCR Following Proposed Refinancing
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term corporate credit
rating on U.K.-based consumer services company Saga PLC.  The
outlook is stable.

S&P also assigned its 'BB+' issue rating to the proposed
GBP200 million term loan, GBP100 million revolving credit
facility (RCF), and GBP250 million senior unsecured notes to be
issued by Saga PLC.  S&P caps the recovery rating on this debt at
'3' because of the unsecured nature of the proposed debt
instruments, despite S&P's expectations of meaningful recovery
(rounded estimate 65%) in the event of a payment default.  S&P
affirmed the existing 'BB+' issue ratings on the GBP380 million
outstanding senior secured term loan, and the '3' recovery rating
on this loan remains unchanged.  S&P expects to withdraw the
ratings on the loan once the refinancing is complete.

The rating on the proposed refinancing is subject to S&P's review
of the notes' final documentation.

For the 12 months ended Jan. 31, 2017, Saga reported a 3%
improvement in trading EBITDA, attributable to the strong
performance of its motor broking operations, which benefited from
the introduction of motor panel and efficiency improvements.
Enhanced profitability in the company's travel segment also
supported the increase.  The stronger profitability followed
sound demand for the company's tour-operating business, despite
the scheduled maintenance of one cruise ship that had dampened
further improvement in profits in fiscal 2017.

Saga's home insurance-brokering business reported a weaker
performance, suffering from stiff competition, with premium
declines but stable volumes.  The motor insurance-underwriting
business saw a decline in operating profits, as S&P expected,
given the reduced level of historic reserve releases, planned
reduction of its underwriting business, and Saga's strategy of
derisking its business profile.  Still, the implementation of a
quota share arrangement with NewRe, covering 75% of the downside
risk of all motor policies and in effect for accidents occurring
from Feb. 1, 2016, helped the company to further reduce its
ongoing capital requirements and enabled moderate deleveraging in
fiscal 2017.

Saga generated about 39% of profits (according to the company's
definition of profit before tax) in its insurance-underwriting
business.  S&P incorporates its view of Saga's insurance business
in S&P's assessment of the company's business risk profile and
continue to analyze its financial risk profile on a consolidated
basis.  Compared with peers, Saga's operating track record in the
insurance-underwriting business is robust and benefits from the
company's solid knowledge of its core customers in its targeted
niche market.  However, Saga's limited scale and its operations
in the competitive U.K. motor insurance market, where S&P views
barriers to entry as low, weigh on its assessment of business
risk.

For the wider Saga group, S&P views the operating profitability
track record as strong, with limited volatility in group adjusted
EBITDA in recent years.  This is a key support for the business
risk profile and has prompted S&P to revise upward its view of
the business risk profile to satisfactory from fair.  The
satisfactory business risk is also underpinned by Saga's well-
known and easily recognizable brand, the company's leading market
positions for motor insurance, resilient demand from its target
segment of customers aged 50 or older, and high client retention
rates with multiyear relationships.  Additionally, S&P considers
the travel segment has good growth potential because the target
population segment will increase over time.  S&P attributes
Saga's customer insight and knowledge covering a significant
portion of the company's customer target market of U.K. customers
aged 50 or older, which would be difficult to replicate in the
near term, as a barrier to entry.  The business risk profile is
held back by Saga's still-limited scale compared with peers in
the wider business and consumer services sector and its focus on
operations only in the U.K.  S&P's view of the business
incorporates the commoditized nature of motor insurance,
reputational risk to brands, the fragmented nature of the travel
sector, and the high capital intensity of its cruise ship
operations, with the need to achieve high capacity utilization
rates to generate good profitability.

On Jan. 31, 2017, Saga's total S&P Global Ratings-adjusted debt
was GBP496 million and included reported debt of under
GBP490 million, operating lease adjustments of nearly
GBP14 million, surplus cash of nearly GBP15 million, and post-
retirement benefit obligations of just over GBP5 million.

S&P notes that the company's deleveraging in fiscal 2017, with
S&P Global Ratings-adjusted debt to EBITDA reduced to 2.0x from
2.5x, was underpinned by the reduction in regulatory capital in
Saga's insurance-underwriting business, with cash released from
the restricted division that was upstreamed to the parent
company. Discretionary cash flows, however, were very low (less
than
GBP10 million), due to the company's relatively high dividends
(its policy is to pay out between 50% and 70% of net income) and
comparatively high capital expenditures (capex) owing to the
scheduled prepayments for a new cruise ship.

"For the coming years, we anticipate broadly stable credit
metrics for Saga.  We project debt to EBITDA of about 2.0x and
funds from operations (FFO) to debt of 35%-40%. We expect
increased leverage in fiscal 2020, when Saga will need to pay the
remaining GBP245 million for the cruise ship it has ordered.  We
note that Saga has an option to purchase a second ship that, if
not executed, would mean it would have to make a penalty payment.
We consider the likelihood that Saga would exercise the option as
very high, but cash payouts related to this second ship will come
after the end of our forecast horizon.  Still, we note that
buying a second ship will likely increase leverage over the
medium to longer term.  Over the next 12 months, we anticipate
that Saga will continue to demonstrate a track record of
achieving its leverage targets, with debt to EBITDA in the 1.5x-
2x range by 2019," S&P said.

The stable outlook reflects S&P's view that Saga will continue to
generate stable profitability and cash flows, supported by the
positive characteristics of its targeted client base.
Concurrently, S&P factors in pricing pressure in some of its
insurance broking business and a reduction of its underwriting
activities, albeit largely offset by our expectation that Saga
will continue to show improvements in its travel segment and a
solid operating trend in its motor insurance broking operations.
S&P considers FFO to debt of more than 25% to be commensurate
with the current rating.

S&P could raise its ratings on Saga if it successfully grows its
EBITDA base or reduces debt further, such that adjusted FFO to
debt rises above 45%.  S&P would also consider an upgrade if it
observes a track record of prudent financial risk management that
is commensurate with a positive rating action.

S&P is unlikely to lower its ratings on Saga in the near term
given the stable performance of its underlying operations.
Nevertheless, downward pressure could arise from margin
compression brought on by competitive market pricing for motor
insurance products, high investment needs for cruise operations,
and a spike in claims or poor underwriting performance.  In
addition, event risk relating to travel could result in sizable
one-time expense items and reduce Saga's brand value.  A ratio of
FFO to debt below 25% would indicate a lower rating.


===================
U Z B E K I S T A N
===================


IPOTEKA BANK: S&P Puts B+ Counterparty Rating on Watch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'B+' long-term counterparty credit
rating on Uzbekistan-based Ipoteka Bank on CreditWatch with
negative implications.

At the same time, S&P affirmed its 'B' short-term counterparty
credit rating on the bank.

The CreditWatch placement reflects S&P's view that Ipoteka Bank's
creditworthiness might be under pressure as the bank has been in
breach of a capital regulatory requirement since the beginning of
2017.  As of March 31, 2017, Ipoteka Bank's regulatory capital
ratio stood at 11.8%, compared with the recently revised
regulatory minimum of 12.5%.

S&P understands that the breach occurred due to the bank's
aggressive growth in 2016 and the Central Bank of Uzbekistan's
decision to increase the minimum regulatory ratio by 100 basis
points (bps) in early 2017.  The regulator is allowing the bank
to continue operating without any restrictions, taking into
account the important role that Ipoteka Bank plays in the Uzbek
economy and for the government.  In particular, S&P thinks that
Ipoteka Bank has high systemic importance for Uzbekistan as the
bank serves the country's treasury, provides funding to a number
of government-related entities (GREs), and develops mortgage
lending in urban areas.  Moreover, the risk of possible license
revocation is mitigated, in S&P's view, as the bank is a GRE with
a moderately high likelihood of receiving support and the
government directly and indirectly controls more than 80% of the
bank's capital.

According to the resolution by Uzbekistan's president at the end
of 2016, the government is supposed to provide capital support of
Uzbekistani sum (UZS)100 billion to the bank in 2017.  S&P notes
that part of the amount has already been transferred to a special
account at the bank for share subscription.

When a bank is in breach of the minimum capital requirement and
the regulator allows its operations to continue, S&P do not
usually assess the bank's stand-alone credit profile (SACP) as
higher than 'ccc+'.  However, in S&P's view, Ipoteka Bank does
not meet the conditions for an SACP assessment of 'ccc+' or
below.  In particular, S&P takes into account the bank's
important role for the Uzbekistan economy, its good liquidity
position, and the anticipated capital support from the
government.  Therefore, S&P do not foresee any realistic default
scenario for Ipoteka Bank during the next 12 months and believe
that the bank will be able to meet its obligations.  As a result,
S&P has revised its assessment of the bank's SACP to 'b-' from
'b+'.

S&P's long-term rating on Ipoteka Bank remains two notches higher
than the SACP, however, because S&P incorporates short-term
government support.  This reflects S&P's view of Ipoteka Bank as
having high systemic importance.  S&P thinks that the
government's recapitalization program should bring the bank's
regulatory capital ratio back into compliance this year.

After factoring in the expected capital increase, S&P projects
that its forecast risk-adjusted capital ratio will be 4.7%-4.9%
over the next 12-18 months.  As the bank returns to being
compliant with the capital regulatory requirements, S&P will
likely revise its assessment of capital and earnings to weak from
very weak.

S&P understands that the regulator will continue increasing the
minimum capital requirement to 13.5% in 2018 and to 14.5% in
2019. Taking into account the bank's planned growth and
incorporating the capital injection of UZS100 billion, S&P
forecasts that the bank will likely meet the revised regulatory
minimum in the beginning of 2018.  S&P also do not rule out that
the government will provide new capital support to the bank in
2018-2019.  S&P also notes that fresh capital may be provided by
a foreign investor as the plan to sell 15%-50% of the bank
remains in place. However, the exact amount and timing of the new
support is highly uncertain at this time.

The CreditWatch placement on Ipoteka Bank reflects S&P's view
that its creditworthiness might be under pressure because of high
loan growth.  The strengthening capital requirement has also
weakened the bank's capitalization such that its capital ratios
breach the minimum regulatory requirement.  S&P aims to resolve
the CreditWatch in the next three months, by which time it
expects to have more information on the bank's prospective
capital position. In particular, S&P will monitor the size and
timeliness of the bank's expected capital increase, and whether
it will be sufficient to bring the bank's regulatory capital
ratios above the minimum requirement.  S&P' also intends to
assess the bank's future capital plan and its tolerance for
leverage.

S&P could lower the long-term rating by several notches if the
capital increase is significantly delayed, or is insufficient to
improve Ipoteka Bank's capital ratio well beyond the current
regulatory minimum of 12.5%.  A negative rating action may also
follow if S&P sees a material risk of further breaches of the
capital regulatory ratio as the regulator is going to strengthen
its requirement by a further 100bps in 2018 and 2019.

S&P could affirm its long-term rating on Ipoteka Bank if S&P
considers that the risk of further regulatory breaches has
subsided, due to the government's remedial actions and the bank's
financial management becoming more conservative.



                            *********

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.

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Information contained herein is obtained from sources believed to
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