---

        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

           Friday, May 19, 2017, Vol. 18, No. 099


                            Headlines


A Z E R B A I J A N

INT'L BANK OF AZERBAIJAN: Fitch Lowers Long-Term IDR to 'CCC'


D E N M A R K

TDC A/S: Fitch Affirms 'BB' Subordinated Hybrid Securities Rating


G E R M A N Y

SOLARWORLD AG: Bankruptcy May Influence US, EU Trade Decisions


G R E E C E

GREECE: IMF Pessimistic on Growth Prospects, Debt Outlook
SEANERGY MARITIME: Incurs $24.6MM Net Loss at 2016 Q4


I R E L A N D

ARBOUR CLO II: Fitch Assigns B- Rating to Class F Notes
BLUEMOUNTAIN FUJI II: Moody's Gives (P)B2 Rating to Class F Notes
HOLLAND PARK: Fitch Affirms 'B-sf' Rating on Class E Notes
SORRENTO PARK: Moody's Affirms B2(sf) Rating on Class E Notes
TAURUS 2015-3: Moody's Affirms B3(sf) Rating on Class F Notes


I T A L Y

POPOLARE DI VICENZA: Needs to Raise Capital to Cover Loan Losses
SAIPEM SPA: S&P Affirms 'BB+' CCR, Outlook Remains Negative


N E T H E R L A N D S

DRYDEN 35 2014: Moody's Affirms B2(sf) Rating on Cl. F Notes
DRYDEN 51 EURO 2017: S&P Assigns 'B-' Rating to Class F Notes
GREEN STORM 2017: Fitch Assigns 'B+(EXP)' Rating to Class D Notes


R U S S I A

ASIAN-PACIFIC BANK: Fitch Keeps CCC IDRs on Rating Watch Negative
FEDERAL GRID: S&P Affirms 'BB+' CCR, Outlook Stable
SUE VODOKANAL: Moody's Affirms Ba2 Long-Term Issuer Rating


T U R K E Y

TURKIYE GARANTI: Fitch Rates Tier 2 Capital Notes 'BB+(EXP)'


U K R A I N E

UKRAINE: Insolvent Banks' Refinancing Loan Arrears Up in April
UKRAINE: Refinancing Debt Includes UAH2BB Owed by Insolvent Banks


U N I T E D   K I N G D O M

DECO 11: Moody's Cuts Rating on Class A-1B Notes to Caa2
FAB UK 2004-1: Fitch Hikes Rating on Class S2 Notes to 'CCCsf'
PARAGON OFFSHORE: Files Application for Administration in UK
PREMIER FOODS: Moody's Affirms B2 CFR, Outlook Remains Negative
SOLOCAL GROUP: Moody's Hikes Corporate Family Rating to B3-PD

VUE INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Stable


X X X X X X X X

* BOOK REVIEW: Competitive Strategy for Health Care Organizations


                            *********



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


INT'L BANK OF AZERBAIJAN: Fitch Lowers Long-Term IDR to 'CCC'
-------------------------------------------------------------
Fitch Ratings has downgraded International Bank of Azerbaijan's
(IBA) Long-Term Foreign-Currency Issuer Default Rating (IDR) to
'CCC' from 'BB' and placed it on Rating Watch Evolving (RWE).

KEY RATING DRIVERS

The downgrade of IBA's IDRs is driven by the bank's announcement
on May 11, 2017 of measures to stabilise its financial position.
IBA will carry out a debt restructuring through an exchange of
its senior and junior foreign currency non-deposit obligations
for direct sovereign debt of Azerbaijan (BB+/Negative). IBA has
suspended servicing of these obligations prior to the submission
of a debt restructuring proposal on May 23, 2017.

The downgrade of IBA's ratings reflects Fitch's view that default
is a real possibility, either because (i) the restructuring of
senior obligations will constitute a distressed debt exchange
(DDE) under Fitch's criteria; or (ii) there will be a significant
extension of the moratorium on servicing obligations prior to the
restructuring being completed. Fitch would view the restructuring
as a DDE if, in the agency's view, it imposes a material
reduction in terms for senior creditors.

The RWE on IBA's ratings reflects the potential for the ratings
to be upgraded or downgraded depending on the terms of the
restructuring. The ratings could be downgraded, ultimately to
'RD' (Restricted Default), in case of a DDE or other form of
default on senior obligations. However, the ratings could be
upgraded if IBA avoids a DDE or other form of default on its
senior obligations and the bank's viability is restored as a
result of the restructuring.

IBA's obligations subject to restructuring amount to USD3.3
billion (equal to 50% of the bank's liabilities at end-2M17). Of
this, around USD1 billion is due to the State Oil Fund of
Azerbaijan, with substantially all of the remainder representing
external debt, including the USD500 million Eurobond due in June
2019 (downgraded to CCC/RWE from BB).

IBA's standalone financial profile remains very weak due to
negative equity, negative pre-impairment performance and a large
short open currency position, which exposes the bank to
substantial FX risks and results in liquidity mismatches. Fitch
downgraded IBA's Viability Rating to 'f' in November 2016,
reflecting the agency's view that the bank had failed.

The Rating Watch Positive (RWP), rather than RWE, on the '5'
Support Rating reflects the fact that this rating is already at
its lowest possible level, and so could not be downgraded further
in case of a default (although it could be upgraded in case
support results in default being avoided).

RATING SENSITIVITIES

The ratings could be downgraded, ultimately to 'RD', in case of a
DDE or other form of default on senior obligations. However, the
ratings could be upgraded if IBA avoids a DDE or other form of
default on its senior obligations and the bank's viability is
restored as a result of the restructuring.

IBA's 'f' Viability Rating (VR) is unaffected by this rating
action. Fitch expects to upgrade IBA's VR when the bank receives
sufficient support to be once more viewed as a viable entity.

The rating actions are as follows:

  Long-Term Foreign-Currency IDR: downgraded to 'CCC' from 'BB',
  placed on RWE

  Short-Term Foreign-Currency IDR: downgraded to 'C' from 'B',
  placed on RWE

  Viability Rating: 'f', unaffected

  Support Rating: downgraded to '5' from '3', placed on RWP

  Support Rating Floor: revised to 'CCC' from 'BB', placed on RWE

  Senior unsecured debt: downgraded to 'CCC', Recovery Rating
  RR4, placed on RWE



=============
D E N M A R K
=============


TDC A/S: Fitch Affirms 'BB' Subordinated Hybrid Securities Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Denmark-based TDC A/S's Long-Term
Issuer Default Rating (IDR) and senior unsecured rating at
'BBB-'. The Outlook is Stable.

TDC has improved leverage headroom within its rating over the
past 12-24 months through a combination of dividend cuts, hybrid
securities and asset sales. The company's strategy to reduce the
decline in EBITDA is having some success and can be seen in 1Q17
results. However, visibility on the impact to cash flows from
domestic competition and regulatory changes, although improving,
remains weak. This has led to a more cautious set of forecasts in
Fitch's base case scenario for the company. TDC is likely to
sustain a free cash flow (FCF) margin of around 5% over the next
two years, providing some financial flexibility to manage further
operational pressure should it arise.

KEY RATING DRIVERS

Domestic Uncertainties Remain: Competition in the mobile and
business segments of the Danish telecoms market is likely to
remain high, driven by mobile operators such as Hutchison seeking
build scale and public sector tenders that are highly price
sensitive. Combined with industry sector uncertainties relating
to the impact of European mobile roaming regulation, "cord
cutting" and voice revenue declines the visibility on domestic
EBITDA progression remains weak. This has led to a more cautious
stance in Fitch's FCF forecasts for the company. The company has
scope to weather further pressure if it materialised at its
current 'BBB-' with FFO adjusted net leverage 3.7x.

Cautious Base Case View: Fitch's base case scenario for TDC
envisages a stable FFO-adjusted net leverage profile over the
next two years. This reflects potential declines in FFO offset by
reduction in net debt as a result of retained FCF. Fitch forecast
a sustainable FCF margin of around 5% over the next two to three
years. However, quicker-than-expected stabilisation in EBITDA is
not unrealistic, and combined with lower ongoing restructuring
costs could enable TDC to deleverage faster. Such a scenario
would be an upside to Fitch's forecasts that would be positive
for the rating.

Progress on Reducing Declines: TDC domestic EBITDA declined by an
average of 12% a year between 2015 and 2016. At end-1Q17 the
company was able to reduce the yoy decline to 3%, indicating that
its strategy to reduce costs and focus on bundled product value
and quality-based differentiation in conjunction with price
increases is working. TDC aims to reduce operating costs by
DKK600 million-700 million by 2018 through product
rationalisation, simplification and restructuring. Fitch believes
most of these savings are yet to show through in TDC's financial
metrics but they are likely be key to stabilising the company's
EBITDA decline.

Fixed-Line Supportive: TDC owns both the incumbent copper network
and most of the cable infrastructure in Denmark. This gives it a
stronger domestic fixed-line position than its European peers.
Fitch view the position as structurally supportive for the
company's long-term credit profile due to the lack of alternative
fixed-line infrastructure. This enables TDC to sustain slightly
higher leverage than peers and is reflected in the marginally
higher (0.2x) FFO-adjusted net leverage levels the company can
maintain for a given rating category. Current competitive
pressures are more prevalent in the mobile and business segments.

Improved Leverage Headroom: TDC's FFO-adjusted net leverage
reduced to 3.7x in 2016 from 4.6x at end-2014. The improvement
was achieved despite a period of EBITDA decline in the domestic
market and was largely due to a combination of asset disposals,
cuts in dividends and the issuance of hybrid securities. At its
current leverage level, the company's rating is comfortably
positioned at 'BBB-'. TDC has the potential to deleverage further
depending on EBITDA developments.

DERIVATION SUMMARY

TDC's rating reflects its leading position within the Danish
telecoms market. The company has strong in-market scale and share
that spans both fixed and mobile segments. The ownership of both
cable and copper-based local access network infrastructure
reduces the company's operating risk profile relative to its
domestic European incumbent peers, which typically have
infrastructure-based competition from alternative cable
operators.

TDC is rated lower than its Dutch market-focused peer Royal KPN
N.V (BBB/Stable) due to its higher leverage, lower financial
flexibility and early stage of its current cost reduction
strategy for 2015-2018. Higher-rated peers such as Orange S.A.
(BBB+/Stable), Deutsche Telekom AG (BBB+/Stable) and Telefonica
SA (BBB/Stable) have similar strong domestic profiles but also
benefit from greater geographic diversification and lower
leverage.

KEY ASSUMPTIONS

Fitch's key assumptions within its ratings case for the issuer
include:

- revenue decline of 2.5% in 2017 and 2% in 2018;

- broadly stable EBITDA margin of 39%-40% in 2017-2019;

- implied capex to sales ratio of 22% in 2017 reducing to 21% by
   2019 (including spectrum);

- dividends to grow by around 5% a year from 2018.

RATING SENSITIVITIES

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

- The expectation that FFO-adjusted net leverage will fall below
   3.7x on a sustained basis

- An improvement in TDC's domestic operating environment
   enabling a sustained stabilisation in domestic EBITDA

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

- FFO-adjusted net leverage above 4.2x on a sustained basis

- Further declines in the Danish business putting FCF margins
   under pressure into mid to low single digits.

LIQUIDITY

Strong Liquidity: TDC has sufficient liquidity, with undrawn
revolving credit facilities of EUR500 million available until
September 2021 and EUR200 million of bilateral credit facilities
available until December 2018 along with available cash and cash
equivalents of DKK1,687 million and forecast positive FCF across
the rating horizon.

FULL LIST OF RATING ACTIONS

TDC A/S

-- Long-Term IDR affirmed at 'BBB-'; Outlook Stable
-- Senior unsecured notes affirmed at 'BBB-'
-- Short-Term IDR affirmed at 'F3'
-- Subordinated hybrid securities: affirmed at 'BB'



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


SOLARWORLD AG: Bankruptcy May Influence US, EU Trade Decisions
--------------------------------------------------------------
Nuying Huang and Adam Hwang at Digitimes, citing industry
sources, report that Germany-based SolarWorld AG has declared
bankruptcy and this may influence the US government's decision on
global safeguards investigations pursuant to Section 201 of the
Trade Act of 1974 as requested from US-based Suniva, and the EU's
second-round anti-circumvention investigation of the PV market,
according to industry sources.

In response to SolarWorld's complaints, the US imposed anti-trust
tariffs on China-made solar cells and PV modules in 2012 and
2015, while the EU imposed such tariffs in 2013 and started
investigating China-based makers' circumvention of such tariffs
in 2015, Digitimes relates.

According to Digitimes, the sources noted to avoid anti-trust
tariffs, China makers have set up production capacities mostly in
Southeast Asia.

As reported by the Troubled Company Reporter-Europe on May 12,
2017, Reuters related that Germany's SolarWorld, once Europe's
biggest solar power equipment group, said on May 10 it would file
for insolvency, overwhelmed by Chinese rivals who had long been a
thorn in the side of founder and CEO Frank Asbeck, once known as
"the Sun King".  SolarWorld was one of the few German solar power
companies to survive a major crisis at the turn of the decade,
caused by a glut in production of panels that led prices to fall
and peers to collapse, including Q-Cells, Solon and Conergy,
Reuters noted.

SolarWorld AG is Germany's biggest solar-panel maker.  The
company is based in Bonn.



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


GREECE: IMF Pessimistic on Growth Prospects, Debt Outlook
---------------------------------------------------------
Nikos Chrysoloras at Bloomberg News, citing senior euro-area
officials, reports that as Greece's government braces for another
parliament vote on austerity measures attached to its bailout,
creditors are still at loggerheads over the country's debt
outlook, casting doubt over the prospect for a quick deal to
disburse more loans.

According to Bloomberg, one official said the International
Monetary Fund continues to have a more pessimistic view of
Greece's growth prospects and the country's ability to maintain
budget surpluses in coming decades than the European auditors,
which comprise the European Central Bank, the European
Commission and the European Stability Mechanism.

While euro-area governments committed last year to a laundry list
of potential measures to ease repayment terms on Greek bailout
loans after 2018, the degree to which these measures will be
implemented is still a subject of contention, Bloomberg notes.
The chances of striking a compromise between the IMF's
assumptions on Greece's growth and fiscal performance and those
of the European institutions by Monday, May 22, when the currency
bloc's finance ministers next meet, are equally split, Bloomberg
relays, citing another official.

Convincing the IMF to join the Greek bailout is a condition for
the disbursement of more aid by the euro area, as most
governments in the bloc, including Germany, see the Fund's
participation as a guarantee for the credibility of the program,
Bloomberg states.  In addition to luring the IMF, additional debt
relief is also necessary for the ECB to include Greek bonds in
its asset purchases program, which would ease the country's
access to bond markets, Bloomberg discloses.


SEANERGY MARITIME: Incurs $24.6MM Net Loss at 2016 Q4
-----------------------------------------------------
Seanergy Maritime Holdings Corp. announced that its Annual Report
on Form 20-F for the fiscal year ended Dec. 31, 2016, has been
filed with the U.S. Securities and Exchange Commission.

The Company reported a $24.6 million net loss on $34.7 million of
revenues for the year ended December 31, 2016, as compared to an
$8.9 million net loss on revenues of $11.2 million for the year
ended December 31, 2015.

As of December 31, 2016, the Company had cash and cash
equivalents of $12.9 million, as compared to $3.3 million cash at
December 31, 2015.

As of December 31, 2016, the Company had a working capital
surplus of $1.1 million as compared to a working capital deficit
of $1.0 million as of December 31, 2015.

As of December 31, 2016, the Company had total indebtedness of
$216 million, excluding unamortized financing fees, as compared
to $178.5 million at December 31, 2015.

The Annual Report on Form 20-F is available at the SEC site at
http://bit.ly/2rx464Z

                       About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Seanergy incurred a net loss of US$24.62 million in 2016
following a net loss of US$8.95 million in 2015.

As of Dec. 31, 2016, Seanergy had US$257.5 million in total
assets, US$226.7 million in total liabilities and US$30.83
million in total stockholders' equity.



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


ARBOUR CLO II: Fitch Assigns B- Rating to Class F Notes
-------------------------------------------------------
Fitch Ratings has assigned Arbour CLO II DAC's refinanced notes
final ratings as follows:

EUR1.75 million Class X notes: 'AAAsf': Outlook Stable
EUR235.75 million Class A notes: 'AAAsf'; Outlook Stable
EUR22 million Class B-1 notes: 'AAsf'; Outlook Stable
EUR21 million Class B-2 notes: 'AAsf'; Outlook Stable
EUR22.25 million Class C notes: 'Asf'; Outlook Stable
EUR22.75 million Class D notes: 'BBBsf'; Outlook Stable
EUR26.50 million Class E notes: 'BBsf'; Outlook Stable
EUR10.25 million Class F notes: 'B-sf'; Outlook Stable

The proceeds of the issuance have been used to redeem the old
notes. The refinanced CLO envisages a further four-year
replenishment period, with a new identified portfolio comprising
the existing portfolio, as modified by sales and purchases
conducted by the manager in the ramp-up period following the
closing date. The portfolio is managed by Oaktree Capital
Management (UK) LLP. The reinvestment period is scheduled to end
in May 2021.

KEY RATING DRIVERS
'B' Category Portfolio Credit Quality
The average credit quality of the identified portfolio is in the
'B' category. Fitch has public ratings or credit opinions on all
obligors in the identified portfolio. The covenanted maximum
Fitch weighted average rating factor (WARF) for assigning the
final ratings is 34. The WARF of the current portfolio as of
March 31, 2017 is 30.8.

High Expected Recoveries
At least 90% of the portfolio comprises senior secured
obligations. Fitch has assigned recovery ratings to all assets in
the identified portfolio. The covenanted minimum Fitch weighted
average recovery rate (WARR) for assigning the final ratings is
68.9%. The WARR of the current portfolio as of March 31, 2017 was
70.7%.

Above-Average Concentration
Portfolio profile tests limit exposure to the top one Fitch
industry to 20% and the top three Fitch industries to 40%. This
is above the threshold for CLO rated recently by Fitch.

Partial Interest Rate Hedge
The manager has the option to choose between three matrices with
a different maximum fixed rate asset bucket (10%, 12.5%, or 15%).
Fixed rate liabilities account for 6.1% of the target par amount
while the portfolio has a minimum fixed rate asset bucket of 5%.
If the minimum fixed rate asset test falls below 5%, the
collateral manager will not be able to buy floating rate assets
until the test is satisfied.

Limited FX Risk
The transaction is allowed to invest up to 30% of the portfolio
in non-euro-denominated assets, provided these are hedged with
perfect asset swaps within six months of purchase. Unhedged non-
euro assets must not exceed 2.5% of the portfolio at any time.

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of the origination files as part of its
ongoing monitoring.

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

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


BLUEMOUNTAIN FUJI II: Moody's Gives (P)B2 Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to notes to be issued by BlueMountain Fuji EUR CLO II
Designated Activity Company:

-- EUR207,800,000 Class A Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR44,700,000 Class B Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR20,600,000 Class C Deferrable Mezzanine Floating Rate
    Notes due 2030, Assigned (P)A2 (sf)

-- EUR17,500,000 Class D Deferrable Mezzanine Floating Rate
    Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR22,500,000 Class E Deferrable Junior Floating Rate Notes
    due 2030, Assigned (P)Ba2 (sf)

-- EUR9,800,000 Class F Deferrable Junior Floating Rate Notes
    due 2030, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes address the
expected loss posed to noteholders by legal final maturity of the
notes in 2030. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, BlueMountain Fuji
Management, LLC, acting through its Series A ("BlueMountain A"),
has sufficient experience and operational capacity and is capable
of managing this CLO.

BlueMountain Fuji EUR CLO II is a managed cash flow CLO. At least
90% of the portfolio must consist of secured senior obligations
and up to 10% of the portfolio may consist of senior unsecured
obligations, second-lien loans, high yield bonds, first-lien
last-out Loan and mezzanine obligations. The portfolio is
expected to be approximately 75% ramped up as of the closing date
and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will
be acquired during the six month ramp-up period in compliance
with the portfolio guidelines.

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

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR 36,200,000 of subordinated notes. Moody's
will not assign ratings to this class of notes.

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
October 2016. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of 0 occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche.

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

Par Amount: EUR 350,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8 years

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below. As per the portfolio
constraints, exposures to countries with a LCC of A1 or below
cannot exceed 10%, with exposures to countries with LCCs of Baa1
to Baa3 further limited to 5%. Following the effective date, and
given these portfolio constraints and the current sovereign
ratings of eligible countries, the total exposure to countries
with a LCC of A1 or below may not exceed 10% of the total
portfolio. As a worst case scenario, a maximum 5% of the pool
would be domiciled in countries with LCCs of Baa1 to Baa3 while
an additional 5% would be domiciled in countries with LCCs of A1
to A3. The remainder of the pool will be domiciled in countries
which currently have a LCC of Aa3 and above. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a
function of the exposure size to countries with LCC of A1 or
below and the target ratings of the rated notes, and amount to
0.75% for the Class A Notes, 0.50% for the Class B Notes, 0.38%
for the Class C Notes and 0% for Classes D, E and F Notes.

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the provisional rating
assigned to the rated notes. This sensitivity analysis includes
increased default probability relative to the base case. Below is
a summary of the impact of an increase in default probability
(expressed in terms of WARF level) on each of the rated notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), holding all other factors equal.

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -2

Class C Deferrable Mezzanine Floating Rate Notes: -2

Class D Deferrable Mezzanine Floating Rate Notes: -2

Class E Deferrable Junior Floating Rate Notes: -1

Class F Deferrable Junior Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Deferrable Mezzanine Floating Rate Notes: -3

Class D Deferrable Mezzanine Floating Rate Notes: -2

Class E Deferrable Junior Floating Rate Notes: -2

Class F Deferrable Junior Floating Rate Notes: -3

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.


HOLLAND PARK: Fitch Affirms 'B-sf' Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has assigned Holland Park CLO DAC's refinancing
notes final ratings and affirmed the others, as follows:

  EUR291.875 million Class A-1-R notes: assigned 'AAAsf'; Outlook
  Stable

  EUR58.75 million Class A-2-R notes: assigned 'AAsf'; Outlook
  Stable

  EUR30.0 million Class B-R notes: assigned 'A+sf'; Outlook
  Stable

  EUR23.75 million Class C-R notes: assigned 'BBB+sf'; Outlook
  Stable

  EUR37.5 million Class D notes: affirmed at 'BB+sf'; Outlook
  Stable

  EUR17.5 million Class E notes: affirmed at 'B-sf'; Outlook
  Stable

The transaction is a cash flow collateralised loan obligation
securitising a portfolio of mainly European leveraged loans and
bonds. The portfolio is managed by Blackstone/GSO Debt Funds
Management Europe Limited.

KEY RATING DRIVERS

Holland Park CLO DAC closed in April 2014 and is still in in its
reinvestment period, which is set to expire in May 2018. The
issuer has issued new notes to refinance part of the original
liabilities. The refinanced class A-1, A-2, B and C notes have
been redeemed in full as a consequence of the refinancing.

The refinancing notes bear interest at a lower margin over
EURIBOR than the notes being refinanced. The remaining terms and
conditions of the refinancing notes (including seniority) are the
same as the refinanced notes.

The ratings assigned to the refinancing notes reflect Fitch's
view that the credit risk of the refinancing notes is
substantially similar to the notes being refinanced.

'B' Portfolio Credit Quality
Fitch assesses the average credit quality of obligors in the 'B'
category. The agency has public ratings or credit opinions on all
the obligors in the current portfolio. The weighted average
rating factor of the current portfolio is 33.5, below the
covenanted maximum for the current matrix point of 35.

High Recovery Expectation
At least 90% of the portfolio comprises senior secured loans and
senior secured bonds. Recovery prospects for these assets are
typically more favourable than for second-lien, unsecured, and
mezzanine assets. The weighted average recovery rate of the
current portfolio is 67.9%, above the covenanted minimum for the
current matrix point of 66%.

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

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

Performance Within Expectations
The affirmation of the class D and E notes reflects the
transaction's stable performance, in line with Fitch's
expectations. All coverage, collateral and portfolio profile
tests were passing as of the March 2017 report. There are no
defaults in the portfolio. Assets rated 'CCC' and below represent
2.1% of the portfolio.

RATING SENSITIVITIES

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

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

No third-party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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


SORRENTO PARK: Moody's Affirms B2(sf) Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to six
classes of notes ("Refinancing Notes") issued by Sorrento Park
CLO Designated Activity Company:

-- EUR290,000,000 Class A-1A-R Senior Secured Floating Rate
    Notes due 2027, Assigned Aaa (sf)

-- EUR5,000,000 Class A-1B-R Senior Secured Fixed Rate Notes due
    2027, Assigned Aaa (sf)

-- EUR28,750,000 Class A-2A-R Senior Secured Floating Rate Notes
    due 2027, Assigned Aa1 (sf)

-- EUR30,000,000 Class A-2B-R Senior Secured Fixed Rate Notes
    due 2027, Assigned Aa1 (sf)

-- EUR30,000,000 Class B-R Senior Secured Deferrable Floating
    Rate Notes due 2027, Assigned A2 (sf)

-- EUR28,750,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2027, Assigned Baa2 (sf)

Additionally, Moody's has affirmed the ratings on the existing
following notes issued by Sorrento Park CLO Designated Activity
Company:

-- EUR30,000,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2027, Affirmed Ba2 (sf); previously on Oct 16, 2014
    Definitive Rating Assigned Ba2 (sf)

-- EUR17,500,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2027, Affirmed B2 (sf); previously on Oct 16, 2014
    Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the notes address the expected loss
posed to noteholders by the legal final maturity of the notes in
2027. The definitive ratings reflect the risks due to defaults on
the underlying portfolio of loans given the characteristics and
eligibility criteria of the constituent assets, the relevant
portfolio tests and covenants as well as the transaction's
capital and legal structure. Furthermore, Moody's is of the
opinion that the collateral manager, Blackstone / GSO Debt Funds
Management Europe Limited, has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer will issue the Refinancing Notes in connection with
the refinancing of the following classes of Original Notes: the
Class A-1A Notes, Class A-1B Notes, the Class A-2A Notes, the
Class A-2B Notes, the Class B Notes and the Class C Notes due
2027 (the "Original Notes"), previously issued on October 16,
2014 (the "Original Issue Date"). On the refinancing date, the
Issuer will use the proceeds from the issuance of the Refinancing
Notes to redeem in full its respective Original Notes that will
be refinanced. On the Original Closing Date, the Issuer also
issued the Class D Notes and the Class E Notes as well as one
class of unrated subordinated notes, which will remain
outstanding.

Sorrento Park CLO Designated Activity Company is a managed cash
flow CLO. At least 90% of the portfolio must consist of secured
senior obligations and up to 10% of the portfolio may consist of
unsecured senior loans, second lien loans, mezzanine obligations,
high yield bonds and/or first lien last out loans.

Blackstone / GSO Debt Funds Management Europe Limited manages the
CLO. It directs the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the
transaction's reinvestment period. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit impaired obligations,
and are subject to certain restrictions. The transaction
incorporates interest and par coverage tests which, if triggered,
divert interest and principal proceeds to pay down the notes in
order of seniority.

Loss and Cash Flow Analysis:

Moody's modelled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in October 2016. The
key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modelling
purposes, Moody's used the following base-case assumptions:

Performing par and principal proceeds balance: EUR499,210,901

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3485

Weighted Average Spread (WAS): 4.70%

Weighted Average Recovery Rate (WARR): 46.0%

Weighted Average Life (WAL): 5.65 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.

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

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

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on each of the
rated notes (shown in terms of the number of notch difference
versus the current model output, whereby a negative difference
corresponds to higher expected losses), holding all other factors
equal.

Percentage Change in WARF: + 15% (to 4008 from 3485)

Ratings Impact in Rating Notches:

Class A-1A-R Senior Secured Floating Rate Notes: 0

Class A-1B-R Senior Secured Fixed Rate Notes: 0

Class A-2A-R Senior Secured Floating Rate Notes: -1

Class A-2B-R Senior Secured Fixed Rate Notes: -1

Class B-R Senior Secured Deferrable Floating Rate Notes: 0

Class C-R Senior Secured Deferrable Floating Rate Notes: - 1

Percentage Change in WARF: +30% (to 4531 from 3485)

Ratings Impact in Rating Notches:

Class A-1A-R Senior Secured Floating Rate Notes: 0

Class A-1B-R Senior Secured Fixed Rate Notes: 0

Class A-2A-R Senior Secured Floating Rate Notes: -3

Class A-2B-R Senior Secured Fixed Rate Notes: -3

Class B-R Senior Secured Deferrable Floating Rate Notes: - 2

Class C-R Senior Secured Deferrable Floating Rate Notes: - 2


TAURUS 2015-3: Moody's Affirms B3(sf) Rating on Class F Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of six classes
of Notes issued by TAURUS 2015-3 EU DESIGNATED ACTIVITY COMPANY.

Moody's rating action is:

-- EUR60.9M A Notes, Affirmed Aaa (sf); previously on Jul 21,
    2016 Affirmed Aaa (sf)

-- EUR14.4M B Notes, Affirmed Aa3 (sf); previously on Jul 21,
    2016 Affirmed Aa3 (sf)

-- EUR15.9M C Notes, Affirmed A3 (sf); previously on Jul 21,
    2016 Affirmed A3 (sf)

-- EUR19M D Notes, Affirmed Baa3 (sf); previously on Jul 21,
    2016 Affirmed Baa3 (sf)

-- EUR17.7M E Notes, Affirmed Ba2 (sf); previously on Jul 21,
    2016 Affirmed Ba2 (sf)

-- EUR17.9M F Notes, Affirmed B3 (sf); previously on Jul 21,
    2016 Affirmed B3 (sf)

Moody's does not rate the Class X Notes.

RATINGS RATIONALE

The affirmation action reflects the stable performance of the
transaction since last review. Since Moody's last review, one
loan (the Teif loan) has repaid in full. Due to the pro-rata
payment structure of the transaction, prepayments are distributed
across all classes of notes. This principal allocation limits the
benefit to senior tranches in contrast to a sequential payment
structure. The default probability of the remaining securitised
loan (both during the term and at maturity) as well as Moody's
value assessment of the collateral remain unchanged. Moody's
default risk assumptions continue to remain medium for the Bilux
loan.

The rating of the Class F Notes reflect the risk of interest
shortfalls. The tranche has experienced a minor interest
shortfall due to a mismatch between the loan payment date and
note payment date and a lack of a basis swap. While the shortfall
is expected to be repaid, Moody's anticipates further interest
shortfalls due to the mismatch.

Moody's affirmation reflects a base expected loss in the range of
0% - 10% of the outstanding balance, in the same range as at the
last review. Moody's derives this loss expectation from the
analysis of the default probability of the securitised loan (both
during the term and at maturity) and its recovery expectation for
the collateral.

Summary of Moody's loan assumptions

The Bilux Loan (100% of pool) - LTV: 86.8% (Whole)/ 86.8% (A-
Loan); Total Default Probability: Medium/ High; Expected Loss:
0% - 10%

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 this rating 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:

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property values backing the
underlying loan, (ii) an increase in the default probability
driven by declining loan performance or increase in refinancing
risk, (iii) an increase in the risk to the notes stemming from
transaction counterparty exposure (most notably the account bank,
the liquidity facility provider or borrower hedging
counterparties).

Main factors or circumstances that could lead to an upgrade of
the ratings are generally (i) an increase in the property values
backing the underlying loan, or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

MOODY'S PORTFOLIO ANALYSIS

As of the January 2017 IPD, the transaction balance has declined
by 44.1% to EUR81.5 million from EUR145.9 million at closing in
September 2015 due to the pay off of the Teif loan originally in
the pool. The notes are currently secured by one first-ranking
legal mortgage over 31 commercial properties. The pool has an
average concentration in terms of geographic location (54%
Germany and 46% Netherlands, based on UW market value) and an
above average concentration in terms of property type (100%
industrial).



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


POPOLARE DI VICENZA: Needs to Raise Capital to Cover Loan Losses
----------------------------------------------------------------
Reuters, citing six sources familiar with the matter, reports
that Italian regional lenders Popolare di Vicenza and Veneto
Banca may need to raise capital privately to cover loan losses to
win European Union approval for a state bailout they have
requested.

The two banks were rescued from bankruptcy a year ago by bank
support fund Atlante, which took up EUR2.5 billion in initial
share issues that were spurned by investors, Reuters recounts.
It later pumped another EUR938 million into the two banks,
Reuters relays.

State-sponsored Atlante was financed by Italian banks and
insurers, which have since been forced to write down the value of
their stakes, Reuters discloses.

According to Reuters, the two Veneto banks must fill a EUR6.4
billion capital shortfall after loan writedowns led to a combined
2016 loss of EUR3.4 billion and pushed their capital below
minimum thresholds.

The two banks have warned they are likely to book further loan
losses this year as they apply guidelines provided by the
European Central Bank, with a potentially significant impact on
capital and earnings, Reuters states.

The sources, as cited by Reuters, said the prospect of fresh loan
writedowns, which could not be covered with public money, was
likely to force the two banks to raise capital privately first.

The rescue scheme under discussion entails a private contribution
through the conversion of around 1 billion euros in junior debt
into equity, Reuters says.  The EUR938 million paid by Atlante
should also count as private capital, according to Reuters.

According to Reuters, five of the sources said if more money from
private investors is needed, there may be no alternative to other
Italian banks chipping in to avoid failures that might
destabilise the whole industry, five of the sources said.

In this case, banks would need to pay fresh funds into Italy's
deposit-guarantee fund, Reuters notes.

Banca Popolare di Vicenza (BPVi) is an Italian bank. The bank was
the 13th largest retail and corporate bank of Italy by total
assets, according to Mediobanca.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Mar 21,
2017, Fitch Ratings downgraded Banca Popolare di Vicenza's
(Vicenza) Long-Term Issuer Default Rating (IDR) to 'CCC' from
'B-' and Viability Rating (VR) to 'cc' from 'b-'. The Long-Term
IDR has been placed on Rating Watch Evolving (RWE).

The downgrade of Vicenza's VR to 'cc' reflects Fitch's view that
it is probable that the bank will require fresh capital to
address a material capital shortfall, which under Fitch's
criteria would be a failure.

The downgrade of the Long-Term IDR to 'CCC' reflects Fitch's view
that there is a real possibility that losses could be imposed on
senior bondholders if a conversion or write-down of junior debt
is not sufficient to strengthen capitalisation and if the bank
does not receive fresh capital in a precautionary
recapitalisation.


SAIPEM SPA: S&P Affirms 'BB+' CCR, Outlook Remains Negative
-----------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB+' long-term
corporate credit rating on Italy-based engineering, construction,
and drilling company Saipem SpA.  The outlook is negative.

S&P also affirmed its 'BB+' issue ratings on Saipem's senior
unsecured facilities, comprising a EUR1.6 billion term-loan
facility, a EUR1.5 billion revolving credit facility (RCF) and
three EUR500 million bonds under its Euro medium-term note (EMTN)
program.  The recovery rating on these instruments is '3',
signifying S&P's expectation of meaningful recovery (50%-70%;
rounded estimate 65%) in the event of a payment default.

The affirmation reflects S&P's view that Saipem will be able to
generate positive discretionary cash flows--free operating cash
flow (FOCF) after capital expenditure (capex) and dividends--on
average over 2017-2018, thereby supporting deleveraging despite
challenging market conditions.  Under S&P's base case, it
believes that the company's funds from operations (FFO) to debt
will be slightly above 20% in the coming year, which is
commensurate with the current rating.

Saipem operates in different segments, including engineering and
construction (E&C), as well as onshore and offshore drilling.
S&P believes the currently weak industry conditions, caused by
low near-term demand and heightened competition, will depress
activity.  In the first quarter of 2017, the company's EBITDA
declined to EUR256 million from EUR314 million in the first
quarter of 2016 as drilling activities slowed.  Furthermore, S&P
believes oil and gas companies may be reluctant to approve new
projects if oil prices remain weak, currently at about $50 per
barrel (/bbl), over the next 12 months.

As of March 31, 2017, the company's order backlog amounted to
about EUR12.5 billion, of which EUR10 billion are associated with
the E&C business.  Moreover, S&P understands that about 40% of
the backlog (about EUR5.7 billion) will be executed this year and
30% (about EUR3.9 billion) in 2018.  In S&P's view, the backlog
provides good visibility for Saipem's EBITDA and more than 80% of
its revenues in 2017.  However, the company will need to win
contracts valued at more than EUR5 billion over the next few
quarters to maintain the same level of revenues in 2018.  Given
the current market conditions, we see a low likelihood of this
scenario.  Another risk, which is not fully factored into S&P's
projection, relates to contract extensions, renegotiation, and
early termination.

Under S&P's base case, it projects reported EBITDA of about
EUR900 million (EUR1.0 billion after our adjustments) in 2017,
weakening to EUR700 million-EUR800 million in 2018.  Last year,
Saipem posted EBITDA of EUR909 million and its recently announced
guidance put EBITDA at about EUR1 billion in 2017.

S&P's fair assessment of Saipem's business risk profile reflects
S&P's view of the company's leading market positions globally in
the E&C sector, both in the onshore and offshore oil and gas
activities, supported by its sizeable backlog.  Additional
supporting factors are the asset and geographic diversity of
Saipem's services, which encompass drilling, engineering, and
construction activities.  Moreover, there are some barriers to
entry, owing to certain segments' capital intensity.  Saipem's
customer relationships and comparably high utilization rate in
its drilling activities are also positive factors.

However, Saipem is exposed to the oil and gas industry, which is
cyclical and competitive.  Furthermore, S&P views Saipem's
profitability as somewhat weaker and more volatile than that of
key peers, and considers that Saipem faces higher reputation risk
than many peers.  Other weaknesses include the predominantly
fixed-price nature of Saipem's contracts, which could expose the
company to cost overruns.  In addition, Saipem has some customer
concentration, and about two-thirds of its backlog comprise
orders in the Middle East and Africa, representing geographic
concentration.

S&P's rating on Saipem includes one notch of uplift because S&P
views Saipem as moderately strategic to its main shareholders,
ENI SpA and CDP Equity SpA.  S&P' assumes these shareholders will
continue to own a significant share of Saipem and believes that
any further substantial reduction of ENI's stake would most
likely happen only if Saipem were to renew its operational track
record on projects and improve profitability from the low levels
seen in recent years.  Over the next two years, S&P therefore
expects that Saipem would likely receive some support from these
two shareholders should it fall into financial difficulty.

The negative outlook reflects the possibility that S&P could
lower its ratings on Saipem in the coming 12 months if market
conditions remain weak, resulting in more pronounced
deterioration of the backlog's size or quality.  In S&P's view,
reduced activity in the oil and gas industry and potential third-
party services providers' cost-savings measures may result in
Saipem's EBITDA and FFO being materially weaker than in S&P's
base-case scenario.

S&P could lower the ratings if:

   -- Saipem's FFO to debt remains materially lower than 20%,
      compared with S&P's base-case projection of 20%-25% in the
      coming years.  Deterioration in the drilling operations
      leads S&P to conclude the company's structural competitive
      position has weakened.  Financial support from Saipem's
      main shareholders declines, including future intentions to
      reduce the stake in the company.

S&P is unlikely to revise its outlook to stable over the next 12
months, given the tough market conditions for Saipem.  However,
S&P could consider doing so if FFO to debt recovered sustainably
to the higher end of the 20%-30% range while FOCF showed a
positive trend.  A positive rating action would also be supported
by higher and improving oil and gas prices.



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


DRYDEN 35 2014: Moody's Affirms B2(sf) Rating on Cl. F Notes
------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to six classes of notes issued by Dryden 35 Euro CLO 2014
B.V., (the "Issuer"):

-- EUR 232,100,000 Class A-1A-R Senior Secured Floating Rate
    Notes due 2027, Definitive Rating Assigned Aaa (sf)

-- EUR 15,800,000 Class A-1B-R Senior Secured Fixed Rate Notes
    due 2027, Definitive Rating Assigned Aaa (sf)

-- EUR 19,000,000 Class B-1A-R Senior Secured Floating Rate
    Notes due 2027, Definitive Rating Assigned Aa1 (sf)

-- EUR 33,700,000 Class B-1B-R Senior Secured Fixed Rate Notes
    due 2027, Definitive Rating Assigned Aa1 (sf)

-- EUR 31,900,000 Class C-R Mezzanine Secured Deferrable
    Floating Rate Notes due 2027, Definitive Rating Assigned
    A1 (sf)

-- EUR 21,200,000 Class D-R Mezzanine Secured Deferrable
    Floating Rate Notes due 2027, Definitive Rating Assigned
    Baa1 (sf)

Additionally, Moody's has affirmed the ratings on the existing
following notes issued by Dryden 35 Euro CLO 2014 B.V.:

-- EUR27,100,000 Class E Mezzanine Secured Deferrable Floating
    Rate Notes due 2027, Affirmed Ba2 (sf); previously on Mar 31,
    2015 Definitive Rating Assigned Ba2 (sf)

-- EUR14,500,000 Class F Mezzanine Secured Deferrable Floating
    Rate Notes due 2027, Affirmed B2 (sf); previously on Mar 31,
    2015 Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the refinancing notes address the
expected loss posed to noteholders. The ratings reflect the risks
due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets.

The Issuer issued the Classes A-1A-R Notes, A-1B-R Notes, B-1A-R
Notes, B-1B-R Notes, C-R Notes and D-R Notes (the "Refinancing
Notes") in connection with the refinancing of the Classes A-1A
Senior Secured Floating Rate Notes due 2027, A-1B Senior Secured
Fixed Rate Notes due 2027, B-1A Senior Secured Floating Rate
Notes due 2027, B-1B Senior Secured Fixed Rate Notes due 2027, C
Mezzanine Secured Deferrable Floating Rate Notes due 2027 and D
Mezzanine Secured Deferrable Floating Rate Notes due 2027 ("the
Original Notes") respectively, previously issued on March 31,
2015 (the "Original Issue Date"). The Issuer has used the
proceeds from the issuance of the Refinancing Notes to redeem the
Original Notes. On the Original Issue Date, the Issuer also
issued two classes of rated notes and one class of subordinated
notes, which all remain outstanding.

Dryden 35 Euro CLO 2014 B.V. is a managed cash flow CLO. At least
90% of the portfolio must consist of secured senior loans or
senior secured bonds and up to 10% of the portfolio may consist
of unsecured senior loans, second-lien loans, high yield bonds
and mezzanine loans. The underlying portfolio is 100% ramped as
of the refinancing date.

PGIM Limited (the "Manager") manages the CLO. It directs the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's reinvestment
period. After the reinvestment period, which ends in May 2019,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk and
credit improved obligations, and are subject to certain
restrictions.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in October 2016.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par, recoveries and principal proceeds balance:
EUR425,000,000

Diversity Score: 51

Weighted Average Rating Factor (WARF): 3165

Weighted Average Spread (WAS): 4.53%

Weighted Average Recovery Rate (WARR): 42.4%

Weighted Average Life (WAL): 6 years

Moody's has analyzed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. For countries which are not member of the
European Union, the foreign currency country risk ceiling applies
at the same levels under this transaction. Given the portfolio
constraints and the current sovereign ratings in Europe, such
exposure may not exceed 15% of the total portfolio. As a result
and in conjunction with the current foreign government bond
ratings of the eligible countries, as a worst case scenario, a
maximum 5% of the pool would be domiciled in countries with A3
and a maximum of 10% of the pool would be domiciled in countries
with Baa3 local or foreign currency country ceiling each. The
remainder of the pool will be domiciled in countries which
currently have a local or foreign currency country ceiling of Aaa
or Aa1 to Aa3. Given this portfolio composition, the model was
run with different target par amounts depending on the target
rating of each class as further described in the methodology. The
portfolio haircuts are a function of the exposure size to
peripheral countries and the target ratings of the rated notes
and amount to 3.33% for the Classes A-1A and A-1B Notes, 2.42%
for the Classes B-1A and B-1B Notes, 1.17% for the Class C Notes
and 0.33% for the Class D Notes.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.

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

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

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the ratings assigned to the Refinancing
Notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on the Refinancing Notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), assuming that all other factors are held equal.

Percentage Change in WARF -- increase of 15% (from 3165 to 3640)

Rating Impact in Rating Notches:

Class A-1A-R Senior Secured Floating Rate Notes: 0

Class A-1B-R Senior Secured Fixed Rate Notes: 0

Class B-1A-R Senior Secured Floating Rate Notes: -1

Class B-1B-R Senior Secured Fixed Rate Notes: -1

Class C-R Mezzanine Secured Deferrable Floating Rate Notes: -2

Class D-R Mezzanine Secured Deferrable Floating Rate Notes: -2

Percentage Change in WARF -- increase of 30% (from 3165 to 4115)

Rating Impact in Rating Notches:

Class A-1A-R Senior Secured Floating Rate Notes: 0

Class A-1B-R Senior Secured Fixed Rate Notes: 0

Class B-1A-R Senior Secured Floating Rate Notes: -2

Class B-1B-R Senior Secured Fixed Rate Notes: -2

Class C-R Mezzanine Secured Deferrable Floating Rate Notes: -3

Class D-R Mezzanine Secured Deferrable Floating Rate Notes: -3


DRYDEN 51 EURO 2017: S&P Assigns 'B-' Rating to Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dryden 51 Euro
CLO 2017 B.V.'s class notes.

The ratings assigned to Dryden 51 Euro CLO 2017's notes reflect
S&P's assessment of:

   -- The diversified collateral pool, which consists primarily
      of broadly syndicated speculative-grade senior secured term
      loans and bonds that are governed by collateral quality
      tests.  The credit enhancement provided through the
      subordination of cash flows, excess spread, and
      overcollateralization.

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

S&P considers that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its
exposure to counterparty risk under its current counterparty
criteria.

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

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

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

Dryden 51 Euro CLO 2017 is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by European borrowers.  PGIM Ltd. is the
collateral manager.

RATINGS LIST

Dryden 51 Euro CLO 2017 B.V.
EUR416.382 Million Fixed- And Floating-Rate Notes
(Including EUR45.25 Million Subordinated Notes)

Class                   Rating            Amount
                                        (mil. EUR)

A-1                     AAA (sf)         205.500
A-2                     AAA (sf)          31.579
B-1                     AA (sf)           31.500
B-2                     AA (sf)           21.053
C                       A (sf)            27.000
D                       BBB (sf)          20.000
E                       BB (sf)           22.000
F                       B- (sf)           12.500
Sub. notes              NR                45.250

NR--Not rated.
Sub.--Subordinated.


GREEN STORM 2017: Fitch Assigns 'B+(EXP)' Rating to Class D Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Green Storm 2017 B.V.'s notes expected
ratings as follows:

Class A: 'AAA(EXP)sf'; Outlook Stable
Class B: 'AA(EXP)sf'; Outlook Stable
Class C: 'BBB+(EXP)sf'; Outlook Stable
Class D: 'B+(EXP)sf'; Outlook Stable
Class E: Not rated

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

This transaction is a securitisation of prime Dutch residential
mortgage loans originated and serviced by Obvion N.V. The
portfolio includes mortgage loans funding energy-efficient
(green) properties.

KEY RATING DRIVERS

Mortgages with Green Label
This is a 65-month seasoned portfolio consisting of mortgage
loans funding green properties that relate to the top 15% of the
Dutch residential mortgage market in terms of energy efficiency
or that have shown at least a 30% improvement in energy
efficiency. The portfolio has a weighted average (WA) original
loan-to-market-value (OLTMV) of 87.8% and a WA debt-to-income
ratio (DTI) of 27.4%.

Obvion does not differentiate the mortgage rates based on energy
efficiency and the portfolio's credit characteristics are
comparable to previous STORM transactions rated by Fitch. Hence,
the agency did not differentiate in its analysis between energy-
and non-energy-efficient borrowers.

Revolving Transaction
A five-year revolving period will allow new assets to be added to
the portfolio. In Fitch's view, the additional purchase criteria
adequately mitigate any significant risk of potential migration
due to future loan additions. Fitch considered a stressed
portfolio composition, based on the additional purchase criteria,
rather than the actual portfolio characteristics in assigning its
ratings

Interest Rate Hedge
At close, a swap agreement will be entered into with Obvion to
hedge any mismatches between the fixed and floating interest on
the loans and the floating interest on the notes. In addition,
the swap agreement will guarantee a minimum level of excess
spread for the transaction, equal to 50bp per year of the
outstanding A through D notes' balance, less principal deficiency
ledgers (PDLs). The remedial triggers are linked to the credit
support provider's ratings (Rabobank).

Rabobank Main Counterparty
The transaction relies strongly on the creditworthiness of
Rabobank, which fulfils a number of roles. Fitch gave full credit
to the structural features in place, including those mitigating
construction deposit set-off and commingling risk embedded in the
transaction.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce losses larger than Fitch's
base case expectations, which in turn may result in negative
rating action on the notes. Fitch's analysis revealed that a 30%
increase in the WA foreclosure frequency, along with a 30%
decrease in the WA recovery rate, would imply a downgrade of the
class A notes to 'BBB+sf', from 'AAAsf'.

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

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

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, and concluded that there were
no findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of Obvion's
origination files during the Storm 2017-I BV rating process and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and
practices and the other information provided to the agency about
the asset portfolio.

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



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


ASIAN-PACIFIC BANK: Fitch Keeps CCC IDRs on Rating Watch Negative
-----------------------------------------------------------------
Fitch Ratings has maintained PJSC Asian-Pacific Bank's (APB)
Long-Term Issuer Default Ratings (IDRs) of 'CCC' on Rating Watch
Negative (RWN). At the same time, the agency downgraded APB's
Viability Rating (VR) to 'f' from 'ccc'.

KEY RATING DRIVERS

The downgrade of APB's VR to 'f' reflects Fitch's view that the
bank has a material capital shortfall. APB is currently dependent
on forbearance from the Central Bank of Russia (CBR) with respect
to provisioning of the exposure to its fully-owned defaulted
banking subsidiary, M2M Private Bank (M2M), without which it
would be in breach of required minimum regulatory capital ratios.

APB's regulatory tier 1 and total capital ratios stood at 7.1%
and 10%, respectively, at end-1Q17 (minimum levels 6% and 8%, or
7.25% and 9.25% including capital buffers). At that date, APB's
RUB7.2 billion debt exposure to M2M carried only a 10% reserve,
meaning the unprovisioned portion was equal to 80% of APB's tier
1 capital. APB has agreed with the CBR to fully reserve (or
recover) this exposure by end-2017. The bank should be able to
finance a significant portion of these provisions out of pre-
impairment profit, but will need to generate close to the planned
RUB3 billion of recoveries in order to avoid further pressure on
capital. Equity exposure to M2M is already deducted from
regulatory capital.

APB's capital position is further aggravated by its significant
exposure to related parties, which net of reserves was equal to
22% of end-2016 regulatory tier 1 capital. APB's Fitch Core
Capital (FCC) ratio at end-2016 was 13.9%, significantly higher
than the regulatory ratio due to lower reserves and risk-weights.
Pre-impairment profitability is reasonable, and was equal to
RUB5.3 billion (or 5.5% of average loans) in 2016, which may help
the bank to rebuild its capital over time. Equity injections from
new investors, deleveraging and asset sales are also being
considered by management to support the bank's solvency, but in
Fitch's view such initiatives could be challenging to realise.

APB's 'CCC' Long-Term IDRs reflect Fitch's view that default is a
real possibility given the bank's weak capital position. However,
the ratings also reflect the fact that the bank is currently
servicing its obligations and has a reasonable liquidity cushion
(net of wholesale funding repayments over the next 12 months,
equal to 25% of deposits at end-4M17).

The RWN on the Long-Term IDRs reflects significant near-term
uncertainty with respect to the bank's ability to fully comply
with regulatory requirements within 2017, including for
provisioning of the exposure to M2M, and hence the risk of
further regulatory intervention.

The bank's '5' Support Rating and 'No Floor' Support Rating Floor
reflect Fitch's view that neither shareholder nor government
support can be relied upon.

RATING SENSITIVITIES

APB's IDRs could be downgraded in case of further regulatory
intervention or a breach of minimum regulatory capital ratios as
a result of recognition of further impairment losses.

APB's IDRs could stabilise at their current levels, or ultimately
be upgraded, if the bank is able to rebuild its capital over
time. The VR could be aligned with the Long-Term IDR when, in
Fitch's view, the bank no longer has a material capital shortfall
and has regained viability.

The rating actions are as follows:

APB

  Long-Term Foreign and Local Currency IDRs: 'CCC', maintained on
  RWN

  Short-Term Foreign Currency IDR: 'C', maintained on RWN

  Viability Rating: downgraded to 'f' from 'ccc'; off RWN

  Support Rating: affirmed at '5'

  Support Rating Floor: affirmed at 'No Floor'


FEDERAL GRID: S&P Affirms 'BB+' CCR, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term corporate credit
rating on the Russian state-controlled electricity transmission
operator Federal Grid Co. of the Unified Energy System (Federal
Grid).  The outlook is positive.

S&P has also affirmed its 'ruAA+' Russia national scale rating on
the entity.

At the same time, S&P affirmed its 'BB+' issue ratings on Federal
Grid's senior unsecured debt.

The affirmation reflects S&P's revised base case, which
eliminates the effect of temporary higher connection fees for
large, new nuclear and hydro power stations from Federal Grid's
cash flows and earnings, given that S&P now views them as
contributions toward capital expenditure (capex) and therefore
nonoperating income.  Having made an adjustment for connection
fees, over 2017-2019 S&P now expects S&P Global Ratings' funds
from operations (FFO) to debt will remain in the range of 25%-
30%, and debt to EBITDA at 2.4x-2.8x, which are commensurate with
S&P's 'bb+' assessment of Federal Grid's stand-alone credit
profile (SACP).  A key uncertainty to our forecasts relate to
Federal Grid's large capex plans for 2017-2018, including large
investments in the electricity infrastructure of Baikal-Amur
Mainline and the Transsiberian Railway in the Russian Far East.

In S&P's view, given the size and political importance of this
megaproject for the government, Federal Grid might face
uncertainties related to the funding and investment progress by
other participants (including other infrastructure companies and
mining companies, which are the key potential users of
infrastructure in a remote and scarcely populated area), as well
as execution risks.  Furthermore, S&P will monitor the
government's case-by-case decisions regarding the timing and
procedure for compensation of infrastructure investments made.
S&P believes, however, that the company may have some flexibility
on those investments if related mining projects are delayed and
if the government agrees to adjust Federal Grid's capex plans.

Also, S&P understands that the Russian government plans to
increase the dividend payout for most government-related entities
(GREs) to 50%.  Although Federal Grid is owned indirectly by the
Russian government, via Rosseti, S&P believes that it may be
required to increase its dividends in line with other
transmission and distribution companies over time.

S&P's assessment of Federal Grid's business risk profile
continues to be underpinned by the company's monopoly position,
with a large and geographically diversified asset base, the very
low operating risk of its transmission operations, and solid
operating track record.  The company's long-term tariffs are set
for five years and cover operating and investment costs.
Nevertheless, S&P believes that compared with the tariff systems
of its international peers, Federal Grid's tariff regulation
system is not sufficiently insulated from political intervention,
and is sometimes subject to political influence.  In addition,
Federal Grid has relatively high capex requirements to support
its large asset base and is exposed to high country risk in
Russia.

S&P's rating on Federal Grid continues to factor in S&P's
expectation of a very high likelihood of extraordinary government
support.  The company plays a very important role for the Russian
government as a monopoly provider of essential electricity
infrastructure, and its default would create reputation issues
for the government, in S&P's view.  In line with the law, the
government's direct and indirect share in Federal Grid cannot
fall below majority control.  The company has a track record of
government support and favorable regulation, and the key
decisions about its strategy, capex, and dividends are subject to
government approval.  Although the government holds almost all
its shares (80%) in Federal Grid via Rosseti, S&P believes that
control over Federal Grid's strategy and cash flow largely
remains with the government, and any support is likely to come
from the government directly if needed.

The positive outlook on Federal Grid reflects that on Russia.

S&P would likely raise its ratings on Federal Grid if S&P raised
its foreign currency ratings on Russia.  S&P's 'bb+' assessment
of Federal Grid's SACP is based on its base-case forecasts, which
demonstrate S&P Global Ratings-adjusted FFO to debt of 25%-30%.
S&P may revise its assessment of the company's SACP upward to
'bbb-' if FFO to debt rises sustainably above 35%, which S&P sees
unlikely over 2017-2019 due to high capex. A stronger SACP would
depend on developments regarding the company's dividend policy
and the plan to invest in the Far East railway project, including
more details regarding execution, scope of works, funding, and
compensation for this investment.  Even if S&P revises its SACP
assessment upward, S&P do not expect to rate Federal Grid above
the long-term foreign currency rating on Russia, given the full
exposure of the company's operations to country risk in Russia,
its very strong links with the government, and the consequent
risks of negative sovereign intervention.

S&P would revise the outlook to stable if it revises the outlook
on Russia to stable.  Assuming no change to S&P's expectation of
a very high likelihood of extraordinary state support, a
downgrade of Federal Grid by one notch would require the SACP to
move down by three notches to 'b+', which is unlikely in S&P's
view.


SUE VODOKANAL: Moody's Affirms Ba2 Long-Term Issuer Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term issuer
ratings of SUE Vodokanal of St. Petersburg (SUE Vodokanal). The
outlook remains stable.

RATINGS RATIONALE

The affirmation of the issuer ratings with a stable outlook
reflects SUE Vodokanal's status as a government-related issuer
(GRI) which is fully owned by the St. Petersburg's Government and
its strong credit linkages with the City of St. Petersburg (the
City, Ba1 stable). While Moody's will continue to monitor the
financial health of the company, it will no longer assign a
Baseline Credit Assessment (BCA) to this entity.

SUE Vodokanal has a natural monopoly in the water supply and
sewerage business of the City of St. Petersburg. It operates
under a special legal status of a state owned company which holds
the assets under the right of operative management. The company's
capacity to finance investments and cover its operating activity
depends on tariffs for its services established by the City. The
regulated activities historically accounted for approximately
80%-95% of its revenue.

The City of St. Petersburg appoints general director, approves
the company's budgets and its investment programmes as well as
the debt that the company is authorised to raise. The company
received capital and operating subsidies from the City.

SUE Vodokanal's rating is one notch lower than the rating of the
City of St. Petersburg reflecting the lack of on-line City's
control over the company's liquidity and operating performance.
In the case SUE Vodokanal's liquidity deteriorates significantly
the City may not be able to provide timely assistance due to its
lengthy approval procedures.

Given the company's social role in providing essential services
to the population of the City, its financial performance has been
historically weak. The tariffs which determine the vast majority
of revenues have been low due to St. Petersburg's policy of
restricting tariffs increase. The company has reported losses for
the last several years and its liquidity profile has deteriorated
significantly. The company's debt to operating revenues ratio has
fluctuated in a range of 45%-88% since 2005, depending on the
company's investment needs and the City's direct financing; the
ratio (annualised) reached a high 60.5% in M9 2016.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings could improve if the City of St. Petersburg's rating
also improve, provided there are no signs of 1) changes in the
institutional and financial framework under which the company
operates that weakens its relationship with the City and 2)
significant weakening of financial performance. Greater evidence
of financial assistance from the City and tighter oversight over
SUE Vodokanal's performance may also lead to upward pressure.

Conversely, the downward revision of the ratings will likely
follow the revision of St. Petersburg's ratings. Negative changes
in the institutional and financial framework and substantial
weakening of the company's financial performance could also exert
downward pressure on the ratings.

The principal methodology used in these ratings was Government-
Related Issuers published in October 2014.



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


TURKIYE GARANTI: Fitch Rates Tier 2 Capital Notes 'BB+(EXP)'
------------------------------------------------------------
Fitch Ratings has assigned Turkiye Garanti Bankasi A.S.'s
(Garanti; BBB-/Stable/bb+) planned issue of Basel III-compliant
Tier 2 capital notes an expected rating of 'BB+(EXP)'. The size
of the issue is not yet determined but is expected to be a
benchmark-sized offering.

The final rating is subject to the receipt of final documentation
conforming to information already received by Fitch.

The notes qualify as Basel III-compliant Tier 2 capital and
contain contractual loss absorption features, which will be
triggered at the point of non-viability of the bank. According to
the draft terms, the notes are subject to permanent partial or
full write-down upon the occurrence of a non-viability event
(NVE). There are no equity conversion provisions in the terms.
The notes have a 10-year maturity and an issuer call option after
five years.

An NVE is defined as occurring when the bank has incurred losses
and has become, or is likely to become, non-viable as determined
by the local regulator, the Banking and Regulatory Supervision
Authority (BRSA). The bank will be deemed non-viable when it
reaches the point at which either the BRSA determines that its
operating licence is to be revoked and the bank liquidated, or
the rights of its shareholders (except to dividends), and the
management and supervision of the bank, should be transferred to
the Savings Deposit Insurance Fund on the condition that losses
are deducted from the capital of existing shareholders.

KEY RATING DRIVERS

The notes are notched down once from Garanti's Long-Term Issuer
Default Rating (IDR) of 'BBB-' in accordance with Fitch's Global
Bank Rating Criteria, reflecting Fitch's view that BBVA would
support Garanti's Tier 2 debt holders should the need arise. The
notching includes one notch for loss severity and zero notches
for non-performance risk.

Fitch has applied zero notches for incremental non-performance
risk, as the agency believes that the risk of the notes absorbing
losses is broadly in line with the risk of the bank defaulting on
its senior debt, with both depending on the extent to which the
bank, in case of need, can receive and utilise, support from its
controlling shareholder, BBVA.

The one notch for loss severity reflects Fitch's view of below-
average recovery prospects for the notes in case of non-
performance. Fitch has applied one notch, rather than two, for
loss severity, as partial, and not solely full, write-down of the
notes is possible. In Fitch's view, there is some uncertainty
about the extent of losses the notes would face in case of an NVE
given that this would be dependent on the size of the operating
losses incurred by the bank and any measures taken by the
authorities to help restore the bank's viability.

RATING SENSITIVITIES

As the notes are notched down from Garanti's support-driven Long-
Term Foreign-Currency IDR, their rating is sensitive to a change
in this rating. The notes' rating is also sensitive to a change
in notching due to a revision in Fitch's assessment of the
probability of the notes' non-performance risk relative to the
risk captured in Garanti's Long-Term IDR, or in its assessment of
loss severity in case of non-performance.

Garanti's ratings are listed below:

  Long-Term Foreign- and Local-Currency IDRs: 'BBB-'; Stable
  Outlook

  Short-Term Foreign-and Local-Currency IDRs: 'F3'

  National Long-Term Rating: 'AAA(tur)'; Stable Outlook

  Viability Rating: 'bb+'

  Support Rating: '2'

  Senior unsecured long-term debt: 'BBB-'

  Senior unsecured short-term debt: 'F3'

  T2 capital notes: 'BB+(EXP)'



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


UKRAINE: Insolvent Banks' Refinancing Loan Arrears Up in April
--------------------------------------------------------------
Ukrainian News Agency, citing the National Bank of Ukraine press
service's statement, reports that insolvent banks' arrears on
refinancing loans issued by the NBU increased in April by 0.3% to
UAH52.25 billion (as of May 1) month over month.

In particular, the arrears stood at UAH51.9 billion as of
April 1, and at UAH52.1 billion as of May 1 (at UAH51.76 billion
as of January 1), Ukrainian News Agency discloses.  Of the
amount, UAH45.33 billion is the principal and UAH6.72 billion is
interests, Ukrainian News Agency notes.

The increase is caused by the Platinum Bank declared insolvent on
January 11, 2017, Ukrainian News Agency states.

Insolvent banks repaid over UAH4 billion of arrears on
refinancing loans in 2016 to the NBU, Ukrainian News Agency
recounts.


UKRAINE: Refinancing Debt Includes UAH2BB Owed by Insolvent Banks
-----------------------------------------------------------------
Ukrainian News Agency reports that in April 2017, the debt of
commercial banks for refinancing provided by the National Bank of
Ukraine decreased by 2.2% or UAH2.7 billion to UAH66.622 billion
at May 1, 2017.

Since January 1, 2017, the liabilities of solvent banks on
refinancing have decreased by 10.9% from UAH74.8 billion,
Ukrainian News Agency discloses.

According to Ukrainian News Agency, the debt of UAH66.622 billion
for refinancing loans includes some UAH52 billion owed by
insolvent banks.



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


DECO 11: Moody's Cuts Rating on Class A-1B Notes to Caa2
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
classes of Notes issued by DECO 11 -- UK Conduit 3 p.l.c.

Moody's rating action is:

-- GBP220M Class A-1A Notes, Downgraded to Baa2 (sf); previously
    on Jul 21, 2016 Downgraded to A3 (sf)

-- GBP74.5M Class A-1B Notes, Downgraded to Caa2 (sf);
    previously on Jul 21, 2016 Affirmed B3 (sf)

Moody's does not rate the Class A2, Class B, Class C, Class D,
Class E, Class F and the Class X Notes.

RATINGS RATIONALE

The rating on the Class A1-A Notes is downgraded due to the
increased risk of the Issuer failing to redeem the Notes by the
legal final maturity date in January 2020 as a result of the
restructuring of the Mapeley Gamma loan (83% of current pool
balance). As part of the restructuring, the asset manager is to
complete the liquidation of the 24 properties no later than
January 2020, however this date could be extended under certain
limited circumstances to achieve the maximisation of recoveries.
In order to facilitate a faster resolution, an amendment to the
restructuring allows the Borrower, based on certain milestones,
to exercise an option to discharge all liabilities by a
predetermined amount. This amendment does not significantly
mitigate the risk of a redemption post legal final maturity.

The rating on the Class A1-B Notes is downgraded due to Moody's
increased loss expectation for the pool since its last review.
This is primarily due to a decline in the value of properties
securing the Mapeley Gamma loan driven by a higher expected
vacancy. The weighted average remaining lease term has further
declined since last year and Moody's expects the portfolio to be
approximately 90% vacant by 2020.

Moody's downgrade reflects a base expected loss in the range of
60%-70% of the current balance, compared with 50%-60% 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 value assessment of the
collateral.

Moody's key assumptions for the Mapeley Gamma loan:

LTV: 265% (Whole)/ 265% (A-Loan); Defaulted; Expected Loss 60%-
70%.

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 this rating 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:

Factors that could lead to a downgrade of the ratings are (i)
delayed timing of asset disposals for the Mapeley Gamma loan or
(ii) a decline in the property values backing the underlying
loan.

Factors that would lead to an upgrade of the ratings are higher
than expected recoveries that are achieved via an accelerated
asset disposal process that increases the likelihood of note
repayment ahead of the legal final maturity date.


FAB UK 2004-1: Fitch Hikes Rating on Class S2 Notes to 'CCCsf'
--------------------------------------------------------------
Fitch Ratings has upgraded FAB UK 2004-1 Limited's class A-2E, A-
3E, A-3F and S2 notes and affirmed the remaining notes as
follows:

Class A-1E: affirmed at 'BBsf'; Outlook Stable
Class A-1F: affirmed at 'BBsf'; Outlook Stable
Class A-2E: upgraded to 'BBsf' from 'Bsf'; Outlook Stable
Class A-3E: upgraded to 'CCCsf' from 'CCsf'
Class A-3F: upgraded to 'CCCsf' from 'CCsf'
Class S1: affirmed at 'BBsf'; Outlook Stable
Class S2: upgraded to 'CCCsf' from 'CCsf'

The transaction is a securitisation of UK structured finance
assets. At closing the SPV issued GBP204.5 million of fixed- and
floating-rate notes, using the proceeds to buy a GBP200 million
portfolio managed by Gulf International Bank (UK) Ltd.

KEY RATING DRIVERS

Positive Asset Rating Migration
The upgrades of the class A-2E, A-3E and A-3F notes reflect the
positive rating migration in the portfolio, driven largely by
upgrades in the UK RMBS sector (86% of the portfolio balance).
The weighted average rating factor - a measure of portfolio
credit quality - stands at 9.8, compared with 11.8 in May 2016.
There have been no defaults since May 2016.

High Concentration
Given the significant level of portfolio concentration, Fitch
aligned the ratings of the class A-1E, A-1F and A-2E notes
despite the class A-2E notes being subordinated to the class A-1E
and A-1F notes. The largest issuer accounts for 8.4% of the
portfolio, while the 10 largest issuers represent 63% of the
portfolio. Additionally, the portfolio comprises exclusively UK
assets.

Combo Notes Linked to Components
The ratings of the class S1 and S2 combination notes are linked
to the ratings of the class A-1F and A-3F components,
respectively. The upgrade of the class S2 notes thus follows the
upgrade of the class A-3F notes.

RATING SENSITIVITIES

A 25% increase in the asset default probability or a 25%
reduction in expected recovery rates would not lead to a
downgrade of the rated notes.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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


PARAGON OFFSHORE: Files Application for Administration in UK
------------------------------------------------------------
The board of directors of Paragon Offshore plc filed on May 17,
2017, an administration application with the High Court of
Justice, Chancery Division, Companies Court of England and Wales
seeking the appointment by order of the English Court of:

Neville Barry Kahn (insolvency practitioner number 8690)
David Philip Soden (insolvency practitioner number 15790)
Deloitte LLP
Athene Place
66 Shoe Lane
London, EC4A 3BQ

as proposed joint administrators of the Company.

The hearing to consider the Proposed Appointment will take place
on May 23, 2017, at the Companies Court, The Rolls Building, 7
Rolls Building, Fetter Lane, London, EC4A 1NL/

The Administration Hearing may be adjourned or continued from
time to time by the English Court.

Details of the timing of the Administration Hearing, including
any adjournments or other changes, are available at:

http://www.justice.gov.uk/courts/court-lists/list-cause-rolls

Upon appointment by the English Court, the Proposed
Administrators will assume all powers to manage the business and
affairs of the Company; however, the Company's existing board of
directors has agreed to remain involved in an advisory capacity
to the Proposed Administrators until the Company emerges from its
insolvency proceedings under chapter 11 of the United States
Bankruptcy Code, and the existing executive management team will
remain responsible for the operational management of the Company
and its subsidiaries.

Paragon Offshore said in a press statement its decision to apply
for the appointment of the Proposed Administrators is a necessary
component of the consensual plan of reorganization under chapter
11 of the United States Bankruptcy Code that the company
announced on May 2, 2017. Under the Consensual Plan, Paragon's
existing equity will be deemed worthless and the company's
secured creditors and unsecured bondholders will receive equity
in a new reorganized parent company.

"We believe that the appointment of administrators is an
important positive step forward in Paragon's restructuring
process," said Dean E. Taylor, Paragon's President and Chief
Executive Officer. "In connection with their support of the
Consensual Plan, which contemplates the appointment of the
Proposed Administrators, the ad hoc committee of term lenders,
the steering committee of revolving lenders, and our unsecured
creditors' committee each also support the Application. Our
Consensual Plan will eliminate more than $2.4 billion of existing
debt and allow us to emerge from chapter 11 as a stronger, better
positioned company capable of managing the challenges of this
difficult environment. If the Application is approved by the
English Court, the next milestone will be our confirmation
hearing, scheduled to commence June 7, 2017 in Delaware,
following which, if confirmed, we expect to emerge from chapter
11 in July."

Under administration, Paragon will continue to conduct business
in its normal course. Drilling contracts will continue and
vendors and employees will continue to be paid. The
Administrators will assume all powers to manage the affairs of
the company; however, Paragon's existing board has agreed to
remain involved in an advisory capacity to the Administrators
until the company emerges from chapter 11, and the existing
executive management team will remain responsible for the
operational management of the Paragon group.

As reported by the Troubled Company Reporter, unsecured creditors
will recover approximately 30% of their claims under Paragon
Offshore plc's latest plan to exit Chapter 11 protection. The
plan filed on May 2 with the U.S. Bankruptcy Court in Delaware
proposes to pay general unsecured creditors 30% of their Class 5
claims allowed by the court. The amount of allowed claims is
estimated at $14 million.

An earlier version of the plan proposed to pay general unsecured
creditors between 23% and 28% of their claims, and estimated the
total amount of allowed claims at $2.46 billion. It also
classified general unsecured claims in Class 4.

Under the latest plan, senior notes claims are classified in
Class 4 and claimants will recover approximately 35%. The
estimated amount of allowed Class 4 claims is $1.021 billion,
according to Paragon Offshore's latest disclosure statement,
which explains its fifth joint plan of reorganization.

A copy of the disclosure statement is available for free at

                   https://is.gd/KClRTV

The Application is scheduled to be heard by the English Court on
May 23, 2017 at the Companies Court, The Rolls Building, 7 Rolls
Building, Fetter Lane, London, EC4A 1NL. The hearing of the
Application may be adjourned or continued from time to time by
the English Court.

                  About Paragon Offshore

Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) ?
http://www.paragonoffshore.com/? is a global provider of
offshore drilling rigs. Paragon is a public limited company
registered in England and Wales.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative. Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general
counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard
Freres & Co. LLC as financial advisor; Alixpartners, LLP, as
restructuring advisor; PricewaterhouseCoopers LLP as auditor and
tax advisor; and Kurtzman Carson Consultants as claims and
noticing agent.

No request has been made for the appointment of a trustee or an
examiner in the cases.

On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee
and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.

Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep
Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher &
Bartlett LLP. PJT Partners serves as its financial advisor.

Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP?s Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.

Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan
Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye
Scholer LLP?s Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and
Madlyn G. Primoff, Esq.

Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP?s Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.

Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP?s James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.

Freshfields Bruckhaus Deringer LLP serves as legal counsel to the
Term Loan Agent and FTI Consulting, Inc. serves as its financial
advisor.

                                * * *

On April 19, 2016, the Bankruptcy Court approved the Company's
disclosure statement and certain amendments to the Original Plan.
Effective August 5, the Company entered into an amendment to the
plan support agreement with the lenders under its Revolving
Credit Agreement and lenders holding approximately 69% in
principal amount of its Senior Notes. The PSA Amendment supported
certain revisions to the Original Plan. On August 15, 2016, the
Debtors filed the amended Original Plan and a supplemental
disclosure statement with the Bankruptcy Court.

By oral ruling on October 28, 2016, and by written order dated
November 15, the Bankruptcy Court denied confirmation of the
Debtors? amended Original Plan. Consequently, on November 29, the
Noteholder Group terminated the PSA effective as of December 2,
2016.

On January 18, 2017, the Company announced that it reached
agreement in principle with a steering committee of lenders under
the Revolving Credit Agreement and an ad hoc committee of lenders
under its Term Loan Agreement to support a new chapter 11 plan of
reorganization for the Debtors. On February 7, the Company filed
the New Plan and related disclosure statement with the Bankruptcy
Court. The New Plan provides for, among other things, the (i)
elimination of approximately $2.4 billion of the Company?s
existing debt in exchange for a combination of cash, debt and new
equity to be issued under the New Plan; (ii) allocation to the
Revolver Lenders and lenders under its Term Loan Agreement of new
senior first lien debt in the original aggregate principal amount
of $85 million maturing in 2022; (iii) projected distribution to
the Secured Lenders of approximately $418 million in cash,
subject to adjustment on account of claims reserves and working
capital and other adjustments at the time of the Company's
emergence from the Bankruptcy cases, and an estimated 58% of the
new equity of the reorganized company; (iv) projected
distribution to holders of the Company?s Senior Notes of
approximately $47 million in cash, subject to adjustment on
account of claims reserves and working capital and other
adjustments at the time of the Company?s emergence from the
Bankruptcy cases, and an estimated 42% of the new equity of the
reorganized company; and (v) commencement of an administration of
the Company in the United Kingdom to, among other things,
implement a sale of all or substantially all of the assets of the
Company to a new holding company to be formed, which
administration may be effected on or prior to effectiveness of
the New Plan.

On April 21, 2017, following further discussions with the Secured
Lenders, the Company filed an amendment to the New Plan and a
related disclosure statement with the Bankruptcy Court. This
amendment makes certain modifications to the New Plan, among
other changes, to: (i) no longer seek approval of the Noble
Settlement Agreement; (ii) provide for a combined class of
general unsecured creditors, including the Company?s 6.75% senior
unsecured notes maturing July 2022 and 7.25% senior unsecured
notes maturing August 2024; and (iii) provide for the post-
emergence wind-down of certain of the Debtors? dormant
subsidiaries and discontinued businesses.

On May 2, 2017, as a result of a successful court-ordered
mediation process with representatives of the Secured Lenders and
the Bondholders, the Company filed additional amendments to the
New Plan and a related disclosure statement with the Bankruptcy
Court. The Consensual Plan resolves the objections previously
raised by the Bondholders to the New Plan.

Under the Consensual Plan, approximately $2.4 billion of
previously existing debt will be eliminated in exchange for a
combination of cash and to-be-issued new equity. If confirmed,
the Secured Lenders will receive their pro rata share of $410
million in cash and 50% of the new, to-be-issued common equity,
subject to dilution. The Bondholders will receive $105 million in
cash and an estimated 50% of the new, to-be-issued common equity,
subject to dilution. The Secured Lenders and Bondholders will
each appoint three members of a new board of directors to be
constituted upon emergence of the Company from bankruptcy and
will agree on a candidate for Chief Executive Officer who will
serve as the seventh member of the board of directors of the
Company.

Certain other elements of the New Plan remain unchanged in the
Consensual Plan, including that: (i) the Secured Lenders shall be
allocated new senior secured first lien debt in the original
aggregate principal amount of $85 million maturing in 2022, (ii)
the Company shall commence an administration proceeding in the
United Kingdom, and (iii) the Company's current shareholders are
not expected to have any recovery under the Consensual Plan.

Both the U.S. Trustee and the Bankruptcy Court have declined to
appoint an equity committee in the Bankruptcy cases. The
Consensual Plan will be subject to usual and customary conditions
to plan confirmation, including obtaining the requisite vote of
creditors and approval of the Bankruptcy Court.


PREMIER FOODS: Moody's Affirms B2 CFR, Outlook Remains Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) of UK-
based food manufacturer Premier Foods plc (Premier Foods) as well
as the B2 rating on the existing GBP325 million senior secured
fixed rate notes due 2021 issued by Premier Foods Finance plc.
Concurrently, Moody's has assigned a provisional (P)B2 rating to
the new GBP210 million senior secured floating rate notes due
2022 to be issued by Premier Foods Finance plc. The outlook on
all ratings remains negative.

Net proceeds from the new notes will be used to redeem the
existing GBP175 million senior secured floating rate notes due
2020 and prepay GBP35 million of outstanding indebtedness under
the senior secured revolving credit facility (unrated). Upon
completion of the transaction, Moody's will withdraw the B2
rating on the existing senior secured floating rate notes due
2020.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, as well as the final terms of
the transaction, Moody's will endeavour to assign definitive
ratings to the new contemplated senior secured credit facilities.
A definitive rating may differ from a provisional rating.

"The negative outlook on Premier Foods' ratings reflects the high
level of execution risks related to the company's initiatives to
mitigate the impact of rising input costs and changes in some
retailers' promotional strategies, which may constrain
deleveraging from a high level of 8.1x as of April 2017 on a
Moody's adjusted basis including the pension liabilities," says
Eric Kang, a Moody's analyst. That being said, Moody's notes that
most overhead costs savings have already been completed.

RATINGS RATIONALE

The B2 CFR with a negative outlook incorporates Moody's view that
the company's Moody's-adjusted debt / EBITDA may remain
sustainably at around 8.0x (assuming no change in the pension
deficit) because it may not be able to fully mitigate the impact
of rising input costs and changes in some retailers' promotional
strategies given the highly competitive UK grocery market. The
refinancing transaction is broadly leverage neutral because net
proceeds from the new notes will be used to repay existing debt
as described above.

Sales and EBITDA (as reported) declined by 1.4% and 9.1% year-on-
year in the fiscal year 2016-17 owing to time lag in recovering
input cost inflation and lower volumes in the Grocery segment
following some UK retailers' decision to reduce multi-buy
promotions in favor of single-unit promotions. As a result, the
Moody's-adjusted leverage increased to 8.1x as of April 2017
(7.6x excluding the increase in pension liabilities) from 6.6x as
of April 2016. Excluding the pension deficit, the leverage
increased to 4.4x as of April 2017 from 3.8x as of April 2016.

Premier Foods intends to offset the aforementioned headwinds
through a combination of measures including cost savings, new
product developments, change in pack formats, and price
increases. Additionally, it recently launched three-year cost
reduction and efficiency programme aiming at delivering GBP10
million annual savings from fiscal year 2017-18 with equivalent
incremental savings the following year.

Moody's views the measures undertaken to date as sound but
cautions that they are subject to a high level of execution risks
but the rating agency notes that most overhead costs savings have
already been completed. However, the impact of the price
increases on volumes is uncertain while the Grocery segment
remains exposed to potential further changes in the level of
multi-buy promotions. Last but not least, Moody's expects
competitive pressures to remain fierce across the company's core
categories including competition from newer brands and private
labels.

More positively, Moody's expects international sales to continue
growing, albeit from a low base (approximately 6% of total
sales). Moreover, the company and Mondelez International, Inc.
(Baa1 stable) recently announced a renewal of the Cadbury's cake
license until 2022. The new license will also enable the company
to distribute Cadbury cakes to new potential overseas markets
including South Africa, Canada, Japan, China, and India.

Moody's also views the revised pension contribution payment
schedule as credit positive. As part of this new agreement,
Premier Foods' cash pension payments for the next three years
will be approximately GBP32 million lower than in the previous
pension payment schedule. The new agreement provides visibility
on the company's cash pension payments over the next six years as
well as improves its liquidity profile.

LIQUIDITY

The company's liquidity profile remains adequate. As of April
2017 and pro-forma for the refinancing, cash balances were
approximately GBP11 million and the company has access to an
undrawn revolving credit facility (RCF) of GBP217 million.
Moody's expects the company to maintain sufficient covenant
headroom over the next 12 to 18 months, having updated the
financial maintenance covenants attached to the RCF.

The maturity of the RCF was extended to December 2020 from March
2019 and total commitment reduced to GBP252 million owing to the
company's decision to reduce excess headroom under the facility.
Total commitment will be reduced by GBP35 million to GBP217
million after completion of the refinancing, and by another GBP33
million to GBP184 million from March 2019.

Moody's also expects positive free cash flow generation (after
pension contributions) of around GBP10 million this fiscal year
owing to the reduction in pension cash payments as part of the
new pension deficit contribution schedule agreed with pension
trustees.

STRUCTURAL CONSIDERATIONS

The provisional (P)B2 rating on the new senior secured floating
rate notes due 2022 reflects their pari passu ranking with the
existing senior secured fixed rate notes due 2021 (rated B2) and
the senior secured RCF due 2020 (unrated). All these instruments
also share the same guarantor and security package.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the high level of execution risks
related to the company's initiatives to mitigate the impact of
rising input costs and changes in retailers' promotional
strategies, which may constrain deleveraging from a high level.

Moody's will consider stabilizing the outlook if the company
stabilises the decline in profitability, and maintains credit
metrics within a range commensurate with a B2 CFR as described
below.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade is unlikely in the near term given the negative rating
outlook but there could be positive pressure over time if
debt/EBITDA ratio falls below 6.5x (or below 3.5x excluding the
pension deficit) on a sustained basis and the company maintains
an EBIT margin above 10%, whilst generating positive free cash
flow (after pension contributions) and keeping a solid liquidity
profile.

Conversely, Moody's will consider downgrading the ratings if
gross debt/EBITDA does not fall towards 7.5x over the next 12 to
18 months (or 4.0x excluding the pension deficit), if EBIT margin
falls materially below 10%, or if the liquidity profile
deteriorates including negative free cash flow (after pension
contributions). Moody's assessment of the leverage also takes
into consideration the volatility in the adjustment for the
company's significant pension deficit.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Packaged Goods published in January 2017.

Headquartered in St Albans, UK and quoted on the London Stock
Exchange, Premier Foods plc is a branded ambient foods producer
to the UK retail market. For the fiscal year ended April 1, 2017,
Premier Foods reported revenues of GBP790 million.


SOLOCAL GROUP: Moody's Hikes Corporate Family Rating to B3-PD
-------------------------------------------------------------
Moody's Investors Service has upgraded to B3 from Caa1 the
corporate family rating (CFR) and to B3-PD from Caa1-PD the
probability of default rating (PDR) of SoLocal Group S.A.
("SoLocal"), the France-based local media advertising and
information provider.

Moody's has also changed the outlook on all ratings to positive.
This concludes the review for upgrade initiated on March 15,
2017.

The rating action follows a review of the Conquer 2020 business
plan, new capital structure following closing of the financial
restructuring plan (FRP) in March 2017, financial policies and
liquidity profile.

"Our positive outlook reflects completion of the financial
restructuring plan, which has significantly reduced Moody's
adjusted leverage to 2.5x from 5.7x and given management the
flexibility to deliver the Conquer 2020 business plan. Moody's
see early signs of performance in line with plan, but 2017 is a
year of investment and EBITDA stabilization is a 2018 event,"
says Colin Vittery, a Moody's Vice President -- Senior Credit
Officer -- and lead analyst for SoLocal.

RATINGS RATIONALE

The upgrade follows a review of the Conquer 2020 business plan,
new capital structure following closing of the financial
restructuring plan (FRP) in March 2017, financial policies and
liquidity profile.

The B3 rating reflects (1) the company's leading position in the
French digital market; (2) its well invested technology platform;
(3) access to multiple consumer channels; (4) deep relationships
and partnerships with leading digital portals; (5) the material
reduction in leverage following closing of the Financial
Restructuring Plan, which reduced Moody's-adjusted leverage to
2.5x from 5.7x; and (6) growth opportunities in Digital
Marketing.

The B3 rating also considers (1) the execution risk of the
Conquer 2020 business plan; (2) the expected decline in EBITDA in
2017; (3) the high rates of client churn; (4) the continuing
transition from print to digital; and (5) the limited external
liquidity until a revolving credit facility is negotiated.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's views that SoLocal now has
the financial flexibility to enable renewed investment in digital
search client acquisition, offsetting churn in the digital
business and the run-off in print. The positive outlook also
incorporates Moody's expectations that SoLocal will agree a new
Revolving Credit Facility of close to EUR50 million with
relationship banks in the coming months, providing an additional
source of liquidity to support the new capital structure.

WHAT COULD MOVE THE RATING UP/DOWN

Upward rating pressure may arise if SoLocal delivers on its
Conquer 2020 plan and returns to EBITDA growth. Quantitatively
this would require (1) internet revenue growth of between 3% and
5% in 2017 and 9% in 2018; in addition to (2) Free Cash Flow/Net
Debt exceeding 7.5%; and (3) maintenance of adequate liquidity.

Downward pressure could result from: (1) failure to grow internet
revenues and EBITDA in line with the Conquer 2020 plan; (2)
Moody's adjusted debt moving above 3.0x; (3) negative free cash
flow; or (4) weakened liquidity, including a failure to negotiate
a new Revolving Credit Facility.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: SoLocal Group S.A.

-- LT Corporate Family Rating, Upgraded to B3 from Caa1

-- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD

Outlook Actions:

Issuer: SoLocal Group S.A.

-- Outlook, Changed To Positive From Rating Under Review

PRINCIPAL METHODOLOGY

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

SoLocal is the largest provider of local media advertising and
information in France. It also offers, digital marketing, website
creation and hosting services. It operates mainly in France,
which accounted for 97% of its 2016 revenue. SoLocal also
operates in Spain, Austria and the UK. In 2016, SoLocal reported
recurring revenue of EUR812 million and a Moody's Adjusted EBITDA
of EUR 236 million. SoLocal is publicly quoted on the Paris stock
exchange.


VUE INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR) of Vue
International Bidco p.l.c., as well as the B2 ratings on VUE's
EUR360 million Senior Secured Floating Rate Notes due 2020 and
the GBP300 million Senior Secured Notes due 2020.

The outlook on all ratings is stable.

The rating action follows the publication of audited financial
results for the year ended November 30, 2016 which are prepared
under IFRS accounting standards and which provide greater
transparency regarding operating lease liabilities. Previously,
VUE had reported under UK GAAP.

"VUE's adoption of IFRS accounting standards improves
transparency, which Moody's considers to be credit positive.
Moody's estimates FY16 adjusted leverage to be 6.7x, which is
high for the rating and positions VUE weakly in the rating
category. Given the 2017 movie slate, Moody's expects VUE to
deliver low single-digit EBITDA growth in the year, reducing
leverage to within Moody's ratings triggers," says Colin Vittery,
a Moody's Vice President -- Senior Credit Officer, and lead
analyst for VUE.

RATINGS RATIONALE

The affirmation of VUE's B2 CFR follows the publication of its
audited financial report for the year ended November 30, 2016
that, under IFRS, provided additional transparency regarding
operating lease commitments, for which Moody's makes a standard
adjustment. The reported present value operating lease
commitments were in line with Moody's estimates based on UK GAAP
accounts previously prepared.

VUE's B2 rating reflects (1) the relative maturity of the
industry which limits growth prospects; (2) the high Moody's
adjusted Debt/EBITDA ratio of 6.7x as of YE 2016 (based on the
calculation of the present value of future non-cancellable lease
commitments at the end of November 2016); (3) the inherent
volatility of the industry which relies on studios' ability to
deliver robust movie slates; (4) the more challenging M&A
environment following a number of major transactions in Europe in
the past six months; (5) recent ticket price and admissions
volatility, particularly in Southern Europe; and (6) the
development of new and alternative movie distribution channels.

VUE's B2 rating also recognizes (1) the company's market
diversification and established position in the UK, Germany,
Poland, Italy and the Netherlands; (2) the expectation that
performance and leverage will remain good in the next 12-18
months in view of the anticipated movie slate over the period;
(3) the value inherent in control of the first-run window; and
(4) the group's good-quality estate compared with that of its
major competitors.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on the ratings reflects Moody's expectation
that the group will weather the continued pressure on consumer
spending, maintaining a relatively stable operating performance
and generating positive free cash flow on an ongoing basis. The
outlook also reflects Moody's expectation that the group will
maintain a conservative financial profile, reducing financial
leverage over time, and adequate liquidity.

The rating incorporates Moody's assumption that VUE will not make
any large debt-financed acquisition.

WHAT COULD CHANGE THE RATING UP/DOWN

Given current leverage at 6.7x, Moody's considers that VUE is
weakly positioned in the B2 rating category. Therefore, upward
pressure in the next 18 months is unlikely.

Upward pressure may arise should VUE deliver (1) improving
operating profitability, leading to a reduction in financial
leverage to materially below 5.5x; and (2) Retained Cash Flow to
Debt sustained above 10%.

Downward pressure may arise should there be deteriorating
operating profitability and negative free cash flow that would
result in the company's inability to reduce financial leverage
below 6.5x over the next twelve to eighteen months. Moreover,
immediate downward rating pressure could result from a
deterioration in the company's liquidity.

LIST OF AFFECTED RATINGS

The following rating actions were taken:

Affirmations:

Issuer: Vue International Bidco p.l.c.

-- LT Corporate Family Rating, Affirmed B2

-- Probability of Default Rating, Affirmed B2-PD

-- Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD 3)

Outlook Actions:

Issuer: Vue International Bidco p.l.c.

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

VUE is the third-largest European cinema operator in terms of
revenues and number of screens. The company operates 211 cinemas
and 1,880 screens across the UK, Ireland, Germany, Denmark,
Poland, Italy, Netherlands, Latvia, Lithuania, and Taiwan. At the
end of November 2016, the company generated LTM revenue of GBP772
million and company adjusted EBITDA of GBP136 million. VUE was
incorporated in May 2013 and acquired 100% of VUE Entertainment
International Limited and its subsidiaries, the operating
companies, in August 2013. It is owned by OMERS (37.1%), AIMCo
(37.1%) and management.



===============
X X X X X X X X
===============


* BOOK REVIEW: Competitive Strategy for Health Care Organizations
-----------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques
for Strategic Action is an informative book that provides
practical guidance for senior health care managers and other
health care professionals on the organizational and competitive
strategic action needed to survive and to be successful in
today's increasingly competitive health care marketplace. An
important premise of the book is that the development and
implementation of good competitive strategy involves a profound
understanding of change. As the authors state at the outset:
"What may need to be done in today's environment may involve
great departure from the past, including major changes in the
skills and attitudes of staff, and great tact and patience in
bringing about the necessary strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must
be taken into account for successful strategic decision-making.
These factors include the analysis of the environmental trends
and competitive forces affecting the health care field, past,
current, and future; the analysis of the competitive position of
the organization; the setting of goals, objectives, and a
strategy; the analysis of competitive performance; and the
readaptation of the business, if necessary, through positioning
activities, redirection of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of
physicianowned hospitals and physician-backed joint ventures, it
is difficult to envision the physician in the passive role of
"being managed." However, even the changing role of physicians
since the book's first publication correlates with the authors'
premise that their model for competitive strategic planning is
based exactly on understanding and anticipating change, which is
no better illustrated than in health care where change is
measured not in years but in months. These middle chapters and
the other chapters use a mixture of didactic presentation, graphs
and charts, quotations from famous individuals, and anecdotes to
render what can frequently be dry information in an entertaining
and readable format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final
chapter also discusses the competitive issues specific to various
types of health care delivery organizations, including teaching
hospitals, community hospitals, group practices, independent
practice associations, hospital groups, super groups and
alliances, nursing homes, home health agencies, and for-profits.
An interesting quote on for-profits indicates how time and change
are indeed important factors in strategic planning in the health
care field: "Behind many of the competitive concerns.lies the
specter of the forprofits.

Their competitive edge has lain until now in the
excellence of their management. But developments in the past
halfdecade have shown that the voluntary sector can match the
forprofits in management excellence. Despite reservations that
may not always be untrue, the for-profit sector has demonstrated
that good management can pay off in health care. But will the
voluntary institutions end up making the same mistakes and having
the same accusations leveled at them as the for-profits have? It
is disturbing to talk to the head of a voluntary hospital group
and hear him describe physicians as his potential competitors."



                            *********

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

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

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


                            *********


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

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

Copyright 2017.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Joseph Cardillo at
856-381-8268.


                 * * * End of Transmission * * *