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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, June 15, 2017, Vol. 18, No. 118


                            Headlines


B E L G I U M

TELENET BVBA: Fitch Affirms BB- Long-Term IDR, Outlook Stable


G E R M A N Y

DVB BANK: Moody's Affirms (P)Ba1 Subordinated Programme Rating
KLEOPATRA HOLDINGS 2: S&P Affirms 'B' CCR on Planned Refinancing
SOLARWORLD INDUSTRIES: Seeks US Recognition of German Proceeding
SOLARWORLD INDUSTRIES: Chapter 15 Case Summary


G R E E C E

GREECE: ECB Unlikely to Include Bonds in Asset-Purchase Program


I R E L A N D

ALLIED IRISH: Float Value Expected to Reach Up to EUR13.3-Bil.
CARLYLE EURO 2017-2: Moody's Assigns (P)B2 Rating to Cl. E Notes
HALCYON LOAN 2017-1: S&P Assigns Prelim. B- Rating to Cl. F Notes


I T A L Y

ALITALIA SPA: Chapter 15 Case Summary
ALITALIA SPA: Gets TRO on Moves vs. JFK Airport Lease, US Routes
ALITALIA SPA: Says U.S. Critical to Global Operations
CORDUSIO RMBS: S&P Affirms 'B-' Rating on Class E Notes
DIAPHORA 3: July 12 Bid Deadline Set for Three Properties

DIAPHORA 3: July 11 Calcinato Property Bid Deadline Set
NUOVO TRASPORTO: S&P Assigns 'B+' CCR, Outlook Positive
NUOVO TRASPORTO: Fitch Assigns BB- Issuer Default Rating


N E T H E R L A N D S

STMICROELECTRONICS: Moody's Affirms Ba1 CFR, Outlook Positive


S P A I N

BANCO POPULAR ESPANOL: S&P Raises CCRs From 'B/B'


S W E D E N

INTRUM JUSTITIA: S&P Cuts Counterparty Credit Ratings to 'BB+/B'
INTRUM JUSTITIA: Fitch Assigns 'BB(EXP)' LT Issuer Default Rating
MUNTERS AB: S&P Raises CCR to 'B+' After IPO


U N I T E D   K I N G D O M

BELMOND INTERFIN: Moody's Rates Proposed $700MM Bank Facility B2
NEW LOOK: S&P Lowers CCR to 'B-' on Weak Earnings
OCADO GROUP: Fitch Assigns First-Time BB- Long-Term IDR
SENTINEL BREWHOUSE: Owner Explains Severe Difficulties in Video


                            *********



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B E L G I U M
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TELENET BVBA: Fitch Affirms BB- Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Belgium-based Telenet BVBA's (Telenet:
formerly Telenet N.V.) Long-Term Issuer Default Rating (IDR) at
'BB-' with a Stable Outlook and Short-Term IDR at 'B'. At the
same time Fitch is transferring the IDRs to Telenet Group
Holdings N.V, which is now the parent company of Telenet with the
same Long- and Short-Term IDRs of 'BB-'/'B'. The Outlook is
Stable. The transfer follows a reorganisation of the company
structure following its acquisition of mobile operator BASE.
Following the acquisition, Telenet Group Holdings N.V. has become
the ultimate parent of the group.

The agency has also affirmed the group's senior secured rating at
'BB' with a Recovery Rating of 'RR2'.

The ratings of Telenet reflect its strong operating profile,
ability to sustain its competitive position and generate robust
and stable free cash flows (FCF). While competition brought about
from cable wholesale regulation is likely to affect Telenet's
growth profile the impact is likely to be limited and manageable.
The company retains significant discretion in managing its
capital structure within its 3.5x-4.5x net debt-to-EBITDA target
as a result of strong cash generation and a flexible shareholder
remuneration approach. The flexibility of this approach is key to
Telenet's credit profile and ratings.

KEY RATING DRIVERS

Strong Operating Position: Telenet operates a cable network
within Flanders and some parts of Brussels. Consolidation of
local loop unbundling providers has resulted in duopolistic
competition in infrastructure-based fixed line within the
consumer segment. Fibre-to-the-home deployment from incumbent
Proximus has so far been slower than in other western European
markets such as France, Spain and the Netherlands. Within its
franchise area, Telenet services around 65%-70% of households, to
which it provides TV, broadband or fixed-line telephony. This
provides sufficient scale to generate a stable underlying pre-
dividend FCF of around EUR400 million per year.

Sustaining Competitiveness a Virtuous Circle: Telenet has been
able to sustain its leading market position by investing in its
network infrastructure, providing rich, value-for-money content
bundles and improving customer service. This supports the
company's FCF generation, which in turn enables investments in
network infrastructure and content that improve the value of
Telenet's product proposition and aid product differentiation.

Mobile Network Strengthens Operating Profile: The acquisition of
mobile operator BASE in 2016 enabled Telenet to gain mobile
network ownership, expand distribution across the country and
more than double its mobile subscriber base. Mobile network
ownership enables Telenet to fully exploit the economic benefits
of sector convergence while removing limitations on volume-based
data pricing and B2B/SME segment servicing that the alternative
MVNO model would impose.

Wholesale Regulation May Change: New Belgian regulation in 1Q16
allows third parties access to Telenet's cable infrastructure on
a wholesale basis, based on a retail minus pricing formula that
applies to TV and broadband combined. The Belgian regulator is
considering changing the formula to a 'cost plus' approach, which
creates some uncertainty. The move, if it happens, is unlikely to
occur in the short-term but would reduce the wholesale fees that
Telenet receives while improving the economics for the retailing
party Orange Belgium.

Competition from Wholesale Regulation Manageable: Fitch believes
the impact on Telenet from wholesale regulation is likely to be
limited and manageable. Fitch base case scenario continues to
envisage a EUR60 million- EUR70 million impact on EBITDA if
Orange Belgium takes a 10% market share in Flanders and Brussels.
This is based on the existing retail minus formula and assumes
the new entrant takes 80% from Telenet and 20% from Proximus
while losing an average value customer. Telenet has sufficient
margin in its pre-dividend FCF to absorb the impact and maintain
funds from operations (FFO) adjusted net leverage (leverage)
below 5.2x if it chooses.

A move to a cost plus pricing formula could increase the impact
on EBITDA assumed in Fitch base case, the extent of which would
depend on how Orange Belgium passes on margin savings to
customers. However, Fitch assumptions on the impact to Telenet is
arguably cautious; the greatest loss of market share is likely to
occur in price-sensitive segments, Orange Belgium already has a
low margin on the product and a 10% market share shift is
unlikely in the short-, or even medium, term. Factors that
constrain market share loss include market maturity and churn
levels, the prevalence of triple-play take-up and the cost of
economically providing attractive content.

Commensurate Shareholder Remuneration: Telenet retains
significant discretion in managing its capital structure due to
its strong FCF generation. The company ties shareholder
remuneration to growth, market opportunities and operating risks.
The approach is credit-positive as it provides flexibility for
M&A, investments and the preservation of credit metrics.

Leverage Profile: Historically Telenet has broadly managed
leverage towards the middle of their target net debt-to- EBITDA
3.5x-4.5x. The midpoint corresponds to the upper end of the FFO
adjusted net leverage threshold for its current ratings, which is
5.2x. Fitch's base case forecasts assume that leverage will be
maintained at this upper level through shareholder dividends of
EUR400 million-EUR500 million per year.

Notching of Secured Debt: In line with Fitch's notching criteria,
the company's secured debt is rated 'BB', one notch higher than
the IDR. The Recovery Rating on Telenet's senior secured debt is
capped at 'RR2' due to the Belgian Country Ceiling.

DERIVATION SUMMARY

Telenet's ratings are driven by the company's strong operating
profile, which is supported by a comparatively favourable market
structure in broadband and a sustainable competitive position.
This enables Telenet to generate robust and stable FCF and
support a leveraged balance sheet. The company's leverage target
relative to other western European telecoms operators is high and
represents a constraint on the ratings. Telenet targets leverage
3.5x - 4.5x net debt- to-EBITDA (based on its definition). This
is broadly in line with similarly rated cable peers Virgin Media
Inc. (BB-/Stable) and VodafoneZiggo Group BV (BB-/Negative) once
net debt is adjusted for finance leases.

KEY ASSUMPTIONS

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

- Stable yoy revenue growth in 2017;
- Mid-single-digit yoy EBITDA growth in 2017;
- A capex/sales ratio of around 24%;
- Dividend payments of EUR300 million in 2017 and growing to
   EUR500 million from 2018;
- In line with Fitch's policy to only include M&A activity once
   it is completed, the acquisition of SFR Belux has not been
   included in Fitch base case scenario of the group. The
   acquisition will, however, have limited impact on Telenet's
   credit metrics.

RATING SENSITIVITIES

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

- A weakening in the operating environment due to increased
   competition from cable wholesale leading to a larger than-
   expected market share loss and decrease in EBITDA.

- FFO-adjusted net leverage consistently over 5.2x
  (corresponding to approximately 3.8x-to-4.1x net debt-to-
   EBITDA based on the company's definition and growth in cash
   tax payments) and FFO fixed charge cover trending below 2.5x
   (2016: 3.4x).

- A change in financial or dividend policy leading to new,
   higher leverage targets.

Positive rating action is unlikely in the medium-term unless
management pursues a more conservative financial policy.

LIQUIDITY

Strong Liquidity: Telenet has a strong liquidity position as a
result of positive internal cash flow generation and undrawn
credit facilities of EUR545 million as of end-2016. Telenet has a
long-dated debt maturity profile, with the first debt maturity
occurring in 2022.

FULL LIST OF RATING ACTIONS

Telenet N.V. (renamed Telenet BVBA)

-- Long-Term IDR affirmed 'BB-' with Stable Outlook and Short-
    Term IDR affirmed at 'B' (transferred to Telenet Group
    Holding N.V.)
-- Senior secured debt rating affirmed at 'BB' and withdrawn.
    Telenet Group Holdings N.V.
-- Long-Term IDR transferred from Telenet BVBA at 'BB-'; Stable
    Outlook
-- Short-Term IDR transferred from Telenet BVBA at 'B'
    Telenet International Finance S.a.r.L.
-- Senior secured term loan affirmed at 'BB' / 'RR2'
-- Senior secured bank facility assigned 'BB' 'RR2'
    Telenet Financing USD LLC.
-- Senior secured term loan affirmed at 'BB' / 'RR2'
    Telenet Finance V Luxembourg S.C.A
-- Senior secured notes affirmed at 'BB' / 'RR2'
    Telenet Finance VI Luxembourg S.C.A
-- Senior secured notes affirmed at 'BB' / 'RR2'



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G E R M A N Y
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DVB BANK: Moody's Affirms (P)Ba1 Subordinated Programme Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed DVB Bank S.E.'s (DVB) Baa1
long-term senior unsecured debt rating, the A2 long-term deposit
ratings, the (P)Ba1 subordinated programme rating and the P-1
short-term deposit and (P)P-1 other short-term ratings. At the
same time, Moody's downgraded the bank's baseline credit
assessment (BCA) to b3 from b1. Concurrently, Moody's affirmed
the baa3 adjusted BCA and the A2(cr)/P-1(cr) Counterparty Risk
Assessments.

The affirmation of DVB's long-term ratings, in combination with
the downgrade of its BCA, illustrates Moody's view that DVB
remains vulnerable to on-going asset quality and capital
pressures, but also that the bank will remain firmly supported by
its parent bank DZ BANK AG Deutsche Zentral-Genossenschaftsbank
(DZ BANK, deposits Aa1 stable, senior unsecured debt Aa3
positive, BCA baa2). Ultimately, DVB is also supported by the
cross-sector support mechanism of Germany's group of cooperative
banks, of which DVB is a member.

The positive outlook on DVB's Baa1 long-term debt rating and the
stable outlook on the A2 deposit rating were maintained, as these
outlooks continue to mirror the rating outlooks on the debt and
deposit ratings of DVB's parent bank, DZ BANK.

RATINGS RATIONALE

THE DOWNGRADE OF DVB's BCA REFLECTS ELEVATED ASSET RISK AND
CAPITAL PRESSURES

The two-notch downgrade of the BCA to b3 reflects Moody's view
that, despite a support measure undertaken by its parent bank in
the fourth quarter of 2016, DVB remains vulnerable to rising
credit losses and continued erosion of its capital in the face of
persistent weakness in the global shipping and offshore markets.

Even though DVB has historically demonstrated more prudent
underwriting standards compared with other German ship lenders,
the bank suffered a sharp deterioration in the quality of its
ship and offshore finance exposure during 2016. Based on its
expectation that operating conditions in the shipping and
offshore markets will remain challenging throughout this year,
Moody's considers it likely that DVB's asset quality
deterioration will continue during 2017, and potentially beyond.
Given these challenges, Moody's expects that DVB will struggle to
halt the ongoing erosion of its capital base. The rating agency
said that DVB's remaining capital buffers are weak and that the
bank's vulnerability to persistent market pressures is better
reflected in the b3 BCA.

DVB reported a Basel III Common Equity Tier 1 (CET1) ratio of
11.3%, based on unaudited financials as of March 2017, which had
deteriorated from 13.2% three months earlier. According to
Moody's, DVB's large EUR14 billion exposure to ship and offshore
finance as of March 2017 represents excessive sector
concentration, as this volume is a very high multiple of DVB's
EUR 1.0 billion CET1 capital. The relative size of this
concentrated sector exposure implies that even relatively mild
further downside in the shipping and offshore sectors could exert
stress on the bank's resources. DVB's CET1 ratio eroded by a high
500 basis points during the 15 months since year-end 2015, when
the ratio was 16.3%. The erosion would have been even more
pronounced had DZ BANK not supported DVB with a EUR150 million
contribution to profits in the fourth quarter of 2016.

AFFIRMATION OF LONG-TERM DEBT AND DEPOSIT RATINGS REFLECTS VERY
HIGH SUPPORT

The affirmation of DVB's long-term senior unsecured debt and
deposit ratings reflects Moody's expectation that DVB will remain
firmly supported by DZ BANK. The assessment takes account of: 1)
DZ BANK's good capacity and very high commitment to supporting
its subsidiary, which DZ BANK confirmed in a written statement
last November; and 2) the steps taken by DZ BANK to obtain full
ownership of DVB, as reflected in the planned squeeze-out of the
4.53% listed shares which Moody's expects to be concluded within
the next few weeks. This transaction will broaden DZ BANK's
options for supporting its subsidiary.

In addition, Moody's recognises that, ultimately, DVB also enjoys
the very high support from the German cooperative banking
sector's central association Bundesverband der Deutschen
Volksbanken und Raiffeisenbanken (BVR, unrated).

Moody's assessment of support available to DVB is reflected in
the affirmation of DVB's baa3 adjusted BCA, which now
incorporates six notches of affiliate support, instead of four
previously.

DVB's long-term ratings further incorporate the benefits from:
(1) the result of Moody's Loss Given Failure (LGF) analysis
applied at the DZ Group level, which takes into account the
severity of loss faced by the different liability classes in
resolution, providing three notches of uplift from the bank's
adjusted BCA for the deposit ratings and one notch of uplift for
the senior unsecured debt rating; and (2) a moderate probability
of DVB receiving government support as a member of the
systemically-relevant cooperative banking sector, resulting in
one notch of rating uplift.

WHAT COULD CHANGE RATING -- UP

Upward pressure on DVB's long-term ratings could be exerted by:
(1) a materially higher BCA; (2) an explicit commitment of DZ
BANK to maintaining its ownership of and providing capital
support to DVB in the long-term, which could result in additional
rating uplift for affiliate support; and/or (3) higher volumes of
senior unsecured debt and/or instruments subordinated to senior
unsecured debt relative to total banking assets within DZ Group,
which could lead to additional rating uplift from Moody's LGF
analysis for senior debt instruments. The potential for a higher
LGF result does not apply to DVB's deposit ratings because, with
three notches of rating uplift from the adjusted BCA, the deposit
ratings already benefit from the highest possible LGF result.

Upward pressure on DVB's BCA would be subject to a substantial
capital increase and/or improving prospects in the shipping
sector, or a material reduction in risk concentrations relative
to capital, in particular of DVB's large ship and offshore
finance portfolios.

WHAT COULD CHANGE RATING -- DOWN

Negative pressure on the bank's debt and deposit ratings could
arise: (1) from a BCA downgrade below the current b3 level; (2)
from any efforts of DZ BANK to reduce its stake in DVB or
otherwise de-link the subsidiary from its operations, or in the
unlikely event that the cooperative sector's financial strength
comes under pressure, or that the commitment of the sector to
support its members shows signs of deterioration; and/or (3) in
the unlikely event that DZ BANK displays a liability structure
with a materially lower volume of senior debt relative to its
total banking assets.

DVB's b3 BCA could be downgraded if the bank is not in a position
to halt the recent trend of erosion of its capital ratios. That
being said, Moody's may consider mitigating capital measures to
support the stability of DVB's BCA.

LIST OF AFFECTED RATINGS

Issuer: DVB Bank S.E.

Downgrade:

-- Baseline Credit Assessment, downgraded to b3 from b1

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed A2(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-1(cr)

-- Long-term Bank Deposits, affirmed A2 Stable

-- Short-term Bank Deposits, affirmed P-1

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1
    Positive

-- Senior Unsecured Medium-Term Note Program, affirmed (P)Baa1

-- Subordinate Medium-Term Note Program, affirmed (P)Ba1

-- Other Short Term Medium-Term Note Program, affirmed (P)P-1

-- Adjusted Baseline Credit Assessment, affirmed baa3

Outlook Action:

-- Outlook remains Stable(m)

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in January 2016.


KLEOPATRA HOLDINGS 2: S&P Affirms 'B' CCR on Planned Refinancing
----------------------------------------------------------------
S&P Global Ratings said it has affirmed its 'B' long-term
corporate credit rating on Kleopatra Holdings 2 S.C.A.--the
parent of Germany-based plastic packaging manufacturer Kloeckner
Pentaplast (KP)--and on Kleopatra Holdings 1 S.C.A.--the ultimate
holding company.  S&P also removed the ratings from CreditWatch
developing where it placed them on April 18, 2017.  The outlook
is stable.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the proposed first-lien senior secured term
loan and S&P's 'CCC+' issue rating and '6' recovery rating to the
proposed EUR385 million holdco notes.

S&P also assigned its 'B' long-term corporate credit rating to
Kloeckner Pentaplast of America Inc., the issuer of the term loan
and an operating subsidiary of KP.

S&P also affirmed its 'B' issue ratings on the existing senior
secured notes.

The affirmation reflects S&P's view that the group plans to issue
new EUR1.6 billion equivalent first-lien term loans (split
between euro and U.S. dollar tranches) and EUR385 million holdco
notes to refinance its existing debt--including the existing
senior secured term loans of about EUR970 million and EUR300
million senior secured notes--and to distribute dividends of
about EUR425 million.  The group will also use the proceeds to
fund the acquisition of U.K.-based LINPAC Group, which will
result in relatively higher leverage, albeit still in line with
S&P's expectations for the current rating.

Although S&P views the shareholder distribution of EUR425 million
as aggressive and estimate leverage to be about 0.5x higher, at
8.1x (including holdco notes, utilized factoring liabilities of
about EUR170 million, and pension/operating leases liabilities of
about EUR60 million) at the end of financial year (FY) 2017
(ending September) compared with FY2016, S&P thinks that this is
offset by the combined group's slightly improving business risk
profile.  The acquisition of Linpac will create a larger group
with about EUR1.9 billion of pro forma sales.  S&P thinks that
the increased scale and improving geographical diversification,
with exposure to growing food packaging markets in Eastern
Europe, supports our business risk assessment.  S&P also
understands that synergies between the two companies are well
defined and should support margin improvement in the next five
years.  S&P thinks that this will enable steady deleveraging, but
its adjusted debt to EBITDA will remain about 7.5x throughout the
forecast period. That said, S&P expects the group's EBITDA cash
interest coverage to benefit from the refinancing and therefore
anticipate that this ratio will remain above 2.5x, despite the
higher leverage.  S&P recognizes that the flexible plastic film
packaging segment remains fragmented and think that KP could take
on additional initiatives in the future to further consolidate
the industry.  S&P do not exclude that such acquisitions could be
debt funded and result in a temporary weakening of the group's
credit metrics.

Although larger in size, S&P still views KP's exposure to the
fragmented and price-competitive plastic film segment as a
constraint for S&P's business risk assessment, as the industry is
highly competitive and has relatively low margins across the
sector.  The group is exposed to volatile raw material and energy
prices, as well as to foreign-currency exchange-rate risk.  It
relies heavily on being able to pass through changes in raw
material costs to customers--only about less than half of the
group's sales are via medium-to-long term contracts that include
automatic price-adjustment clauses.  However, S&P thinks the
group has shown that it can, on the whole, effectively pass on
cost increases to customers over time.  These weaknesses are
partly offset by increasing product and geographical diversity
following the merger with Linpac, and its leading positions in
niche markets, supported by long-term customer relationships.
Following the merger, the group will derive the majority (57%) of
its sales from the stable and resilient food and consumer
markets, while 18% will come from the pharmaceutical markets.

S&P's base case assumes:

   -- Revenue growth excluding the Linpac acquisition of 6%-7% in
      FY2017, driven by volume growth across the segments and the
      Farmamak acquisition;

   -- Partly offset by an unfavorable pricing mix.  Thereafter,
      organic growth of about 2%-3% including Linpac.  A combined
      adjusted group EBITDA margin of 14.0%-14.5% in FY2017 and
      14.5%-15.0% in FY2018.  This compares with KP's adjusted
      margins of 14.9% in FY2016 and is constrained by lower
      margins at Linpac and ongoing restructuring costs but
      supported by synergies which will lead to improving margins
      in the group if realized as planned.  Capital expenditures
      (capex) of about EUR95 million-EUR100 million annually for
      the combined entity.  Holdco notes interest payments to be
      made in cash.

   -- Moderate acquisition spend in FY2018 and FY2019 and no
      additional shareholder distributions.

Based on these assumptions, S&P arrived at these credit measures
for FY2017 and FY2018, respectively:

   -- Pro forma adjusted debt to EBITDA of about 8.1x and 7.5x;
   -- Funds from operations (FFO) to debt of about 6.5%-7.0% and
      7.5%-8.0%; and
   -- EBITDA cash interest coverage of 2.6x-2.8x and 2.8x-3.0x.

The stable outlook reflects S&P's view that KP's credit metrics
will improve slightly in the coming three years, but that
adjusted debt to EBITDA will still remain at above 7.0x.  It also
reflects S&P's expectation that the group will slightly improve
its underlying profitability, supported by synergies, and that
EBITDA interest coverage will remain comfortably above 2.0x.

S&P could lower the ratings if the group's credit metrics
weakened significantly from our base-case forecasts, particularly
if EBITDA interest coverage fell below 2.0x.  This could result
from operational underperformance due to an increase in operating
costs, fiercer competition, or difficulties in passing on
increased raw material costs to customers, resulting in EBITDA
dropping 20% lower than S&P's base case.  S&P could also lower
the ratings if KP experienced liquidity problems, although S&P
views this as less likely in the near term due to limited debt
maturities in the coming five years.

Although unlikely in the next 12 months, S&P could raise the
ratings if KP's credit metrics improved significantly to levels
such that debt to EBITDA was below 5.0x.  This could materialize
if the company received an equity injection and used the funds to
repay debt, for example, through an IPO.  An upgrade would also
depend on the company adhering to a financial policy commensurate
with stronger credit metrics and lower event risk with regards to
one-off dividend payments.


SOLARWORLD INDUSTRIES: Seeks US Recognition of German Proceeding
----------------------------------------------------------------
SolarWorld Industries Sachsen GmbH filed a Chapter 15 bankruptcy
petition in Detroit, Michigan, to seek U.S. recognition of a
pending insolvency proceeding of SolarWorld under Germany's
Insolvency Code.

Based in Freiberg, Germany, SolarWorld AG is Germany's biggest
solar manufacturer.  SolarWorld is a global manufacturer and
supplier of solar power solutions with more than 40 years of
experience in solar technology development and production.

On May 11, 2017, the management board of SolarWorld AG filed for
insolvency proceedings.  The management concluded that due to the
ongoing price erosion and the development of the business, the
Company no longer has a positive going concern prognosis, is
therefore over-indebted and thus obliged to file for insolvency
proceedings.

The management of the affiliated companies SolarWorld Industries
Sachsen GmbH, SolarWorld Industries Thuringen GmbH, SolarWorld
Industries Deutschland GmbH and SolarWorld Innovations GmbH.
filed for insolvency proceedings on May 12, 2017.

On May 19, 2017, the local court of Bonn, Germany, as the
competent court of insolvency, appointed restructuring expert
Horst Piepenburg of the Piepenburg-Gerling law firm as
preliminary insolvency administrator of SolarWorld AG and its
affiliated companies.

"Together with my team, I will quickly familiarize myself with
the current situation of the company," Mr. Piepenburg said on
May 19. The preliminary administrator has already contacted the
managing directors of the affiliated companies as well as the
employee representatives and has informed employees about the
current status of the proceedings at a staff meeting in Bonn.

Furthermore, the preliminary administrator will arrange to
safeguard wages and salaries for May, June and July 2017 through
pre-financing through an insolvency allowance.  According to Mr.
Piepenburg, it is now of major importance to maintain business
operations as smoothly as possible.

SolarWorld Industries Sachsen GmbH filed a Chapter 15 petition
(Bankr. E.D. Mich. Case No. 17-48723) to seek U.S. recognition of
the insolvency proceedings in Germany.  The Hon. Mark A. Randon
presides over the Chapter 15 case.  Mr. Holger Reetz is
SolarWorld's foreign representative in the U.S. case.  Max J.
Newman, Esq., at Butzel Long, serves as counsel in the U.S. case.

The Debtor said it does not have a place of business or assets in
the United States, but there is an action or proceeding pending
against it in a federal or state court captioned Hemlock
Semiconductor Operations LLC v. SolarWorld Industries Sachsen
GmbH, Eastern District of Michigan Civil No. 1:13-cv-110.


SOLARWORLD INDUSTRIES: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: SolarWorld Industries Sachsen GmbH
                   111 a Bethelsdorfer Strasse
                   Freiberg 09599
                   Federal Republic of Germany

Business Description: SolarWorld is a global manufacturer and
                      supplier of solar power solutions with more
                      than 40 years of experience in solar
                      technology development and production.
                      With innovative high-power technology and a
                      strong brand, the Company holds a leading
                      role in the solar market's quality segment.
                      The Company is active around the world, in
                      all three market segments Residential,
                      Commercial and Utility.

                      Web site: http://www.solarworld.de

Foreign Proceeding: Bonn District Court 99 IN 79/17

Chapter 15 Petition Date: June 9, 2017

Chapter 15 Case No.: 17-48723

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Mark A. Randon

Foreign Representative: Mr. Holger Reetz

Foreign
Representative's
Counsel:          Max J. Newman, Esq.
                  BUTZEL LONG
                  Stoneridge West
                  41000 Woodward Avenue
                  Bloomfield Hills, MI 48304
                  Tel: (248) 258-2907
                  E-mail: newman@butzel.com

Estimated Assets: Not Indicated

Estimated Debt: Not Indicated

The Debtor does not have a place of business or assets in the
United States, but there is an action or proceeding pending
against it in a federal or state court captioned Hemlock
Semiconductor Operations LLC v. SolarWorld Industries Sachsen
GmbH, Eastern District of Michigan Civil No. 1:13-cv-110.

The petition is available for free at:

          http://bankrupt.com/misc/mieb17-48723.pdf



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


GREECE: ECB Unlikely to Include Bonds in Asset-Purchase Program
---------------------------------------------------------------
Alessandro Speciale and Viktoria Dendrinou at Bloomberg News
report that the European Central Bank is unlikely to include
Greek bonds in its asset-purchase program for the foreseeable
future, a person familiar with the matter said, as European
creditors aren't prepared to offer substantially easier repayment
terms on bailout loans to improve the nation's debt outlook.

Euro-area finance ministers will meet in Luxembourg on June 15 to
discuss additional debt-relief measures that the ECB has said are
needed before it will consider purchasing Greek bonds, Bloomberg
relates.  The so-called Eurogroup is also expected to complete a
review of Athens's rescue program that would allow for the
disbursement of at least EUR7.4 billion (US$8.3 billion) in aid
needed for a similar amount of bond repayments in July, Bloomberg
notes.

An agreement among the ministers will likely allow the
International Monetary Fund -- whose participation in the rescue
program is a requirement for many nations -- to commit in
principle to a conditional loan, Bloomberg relays, citing the
person, who asked not to be named because the discussions are
private.  But the extent and wording of debt-relief commitments
probably won't convince the Governing Council of the ECB to buy
Greek bonds, Bloomberg notes.

While today's meeting should unlock the next tranche of aid to
Athens, a failure to reach an agreement with the IMF over the
easing of repayment terms for Greece will cast doubts about the
sustainability of the country's debt, making it more difficult
for the ECB to include it in its asset purchases program and ease
the country's return to international market, Bloomberg states.

Disagreements between the IMF and Greece's euro-area creditors
over the outlook for the country's debt and the extent of the
relief needed have not yet been resolved, an EU official with
knowledge of the talks, as cited by Bloomberg, said on June 13,
damping expectations for a full deal later this week that would
see the IMF immediately disbursing more loans.

The official said if the two sides don't fully converge on the
scope of debt easing at Thursday's meeting, the IMF can still
recommend to its board to participate in the Greek bailout by
granting the program an approval in principle, Bloomberg relays.
This means the IMF would endorse the policies Greece has
undertaken, but not disburse any further loans until it agrees
with the euro area on further debt relief, according to
Bloomberg.

And while the government of Prime Minister Alexis Tsipras is
relying on quantitative easing to aid Greece's return to the
public debt market, the ECB won't factor fiscal consequences into
its policy-making decisions and excessive emphasis on QE
inclusion would be misguided, Bloomberg says, citing the first
official.

The Greek premier told ministers of his government that if the
ministers' meeting does not reach an agreement, the country will
seek a resolution at a summit of euro area leaders, Bloomberg
relays, citing a Greek government official, who spoke on
condition of anonymity.



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


ALLIED IRISH: Float Value Expected to Reach Up to EUR13.3-Bil.
--------------------------------------------------------------
Hannah Boland at The Telegraph reports that the Irish finance
ministry said in a statement on June 12 that Allied Irish Bank's
upcoming float will value the state-owned lender at up to EUR13.3
billion (GBP11.8 billion).

The Irish government finally pushed the button on its IPO of a
25% stake in Allied Irish Banks last month, announcing plans to
float the stake on the London and Irish stock exchanges, The
Telegraph relates.

The Irish state currently owns around 99.9% of AIB, The Telegraph
discloses.

According to The Telegraph, on June 12, the Irish government said
shares in the lender will be priced at between EUR3.90 and
EUR4.90, with around 679 million shares to be offered.

The IPO had been expected to see AIB valued at just shy of EUR12
billion, The Telegraph relays, citing accounting firm EY's
valuation of the lender at the end of 2016.

With the share price range given by the Irish government on June
12, the float would see AIB valued at between EUR10.6 billion and
EUR13.3 billion, The Telegraph states.

AIB traded on both the London and Irish stock exchanges before it
was nationalized in 2010, when the Irish government injected
EUR21 billion into the bank as a result of the financial crisis,
The Telegraph recounts.

Since its rescue, AIB has returned EUR6.8 billion to the Irish
government through coupons, dividends, the redemption of
preference shares and bonds, and fees, The Telegraph says.

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount
of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.


CARLYLE EURO 2017-2: Moody's Assigns (P)B2 Rating to Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of debts to be issued by Carlyle Euro CLO 2017-2 DAC:

-- EUR 266,000,000 Class A-1 Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aaa (sf)

-- EUR 60,000,000 Class A-2 Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR 31,000,000 Class B Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)A2 (sf)

-- EUR 21,000,000 Class C Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR 27,000,000 Class D Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR 13,000,000 Class E Senior Secured Deferrable 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 the 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, CELF Advisors LLP
("CELF Advisors") has sufficient experience and operational
capacity and is capable of managing this CLO.

Carlyle Euro CLO 2017-2 DAC is a managed cash flow CLO. At least
96% of the portfolio must consist of senior secured loans and
senior secured bonds and up to 4% of the portfolio may consist of
unsecured senior loans, second-lien loans, mezzanine obligations
and high yield bonds. The portfolio is expected to be at least
80% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

CELF Advisors 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
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR 44,600,000 of subordinated notes which will
not be rated.

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. CELF Advisors' investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modelled 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
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 occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

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

Par Amount: EUR 450,000,000

Diversity Score: 39

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8 years

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the provisional 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: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes due 2030: 0

Class A-2 Senior Secured Floating Rate Notes due 2030: -2

Class B Senior Secured Deferrable Floating Rate Notes due
2030: -2

Class C Senior Secured Deferrable Floating Rate Notes due
2030: -2

Class D Senior Secured Deferrable Floating Rate Notes due
2030: -1

Class E Senior Secured Deferrable Floating Rate Notes due 2030: 0

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

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes due 2030: 0

Class A-2 Senior Secured Floating Rate Notes due 2030: -4

Class B Senior Secured Deferrable Floating Rate Notes due
2030: -4

Class C Senior Secured Deferrable Floating Rate Notes due
2030: -3

Class D Senior Secured Deferrable Floating Rate Notes due
2030: -1

Class E Senior Secured Deferrable Floating Rate Notes due
2030: -2

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.


HALCYON LOAN 2017-1: S&P Assigns Prelim. B- Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Halcyon
Loan Advisors European Funding 2017-1 DAC's (Halcyon 2017-1)
class A, B-1, B-2, C, D, E, and F notes.  At closing, Halcyon
2017-1 will also issue an unrated subordinated class of notes.

The preliminary ratings assigned to Halcyon 2017-1'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 expected to be
      bankruptcy remote.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.  The portfolio's reinvestment period will end
approximately four years after closing.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating.  S&P considers that the portfolio at
closing will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.  Therefore, S&P has conducted its credit and cash
flow analysis by applying S&P's criteria for corporate cash flow
collateralized debt obligations.

In S&P's cash flow analysis, it used the EUR325 million target
par amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (4.75%) (where applicable),
and the target minimum weighted-average recovery rates at each
rating level as indicated by the manager.  S&P applied various
cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

Elavon Financial Services DAC is the bank account provider and
custodian.  At closing, S&P anticipates that the documented
downgrade remedies will be in line with its current counterparty
criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers that the transaction's
exposure to country risk is sufficiently mitigated at the
assigned preliminary rating levels.  This is because the
concentration of the pool comprising assets in countries rated
lower than 'A-' will be limited to 10% of the aggregate
collateral balance.

At closing, S&P considers that the issuer will be bankruptcy
remote, in accordance with S&P's legal criteria.

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

RATINGS LIST

Preliminary Ratings Assigned

Halcyon Loan Advisors European Funding 2017-1 DAC
EUR337.90 Million Senior Secured Fixed- And Floating-Rate Notes
(Including EUR37.2 Million Unrated Notes)

Class                 Prelim.         Prelim.
                      rating           amount
                                     (mil. EUR)
A                     AAA (sf)         190.00
B-1                   AA (sf)           34.00
B-2                   AA (sf)           10.00
C                     A (sf)            22.50
D                     BBB (sf)          16.50
E                     BB (sf)           18.20
F                     B- (sf)            9.50
Sub                   NR                37.20

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



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


ALITALIA SPA: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Debtor: Alitalia - Societa Aerea Italiana S.p.A.
                   in Amministrazione Straordinaria

Type of Business: Based in Fiumicino, Italy, Alitalia - Societa
                  Aerea Italiana S.p.A. is Italy's largest
                  airline.  It operates a fleet of 123 aircraft,
                  including 25 long-haul (11 Boeing 777-
                  200 ER, 14 Airbus A330-200), 78 medium-haul (12
                  Airbus A321s, 44 Airbus A320s, 22 Airbus A319)
                  and 20 regional aircraft (5 Embraer 190 and 15
                  Embraer 175).  In 2016 Alitalia carried 22.6
                  million passengers.  As part of its 2017 summer
                  schedule, Alitalia flies to 94 destinations,
                  including 26 Italian and 68 international
                  destinations, with 4,200 weekly flights.
                  Alitalia is a member of the SkyTeam alliance
                  together with Aeroflot, Aerolineas Argentinas,
                  Aeromexico, Air Europa, Air France, China
                  Airlines, China Eastern, China Southern, Czech
                  Airlines, Delta Air Lines, Garuda Indonesia,
                  Kenya Airways, KLM Royal Dutch Airlines, Korean
                  Air, Middle East Airlines, Saudia, Tarom,
                  Vietnam Airlines and Xiamen Airlines.  Alitalia
                  collaborates with the other Etihad Airways
                  Partners: airberlin, Air Serbia, Air
                  Seychelles, Etihad Airways, Etihad Regional
                  operated by Darwin Airline, Jet Airways and
                  NIKI.  EAP airlines reach over 250 destinations
                  across Europe, North and South America, Middle
                  East, Africa and Asia-Pacific region.  In 2010
                  Alitalia joined Air France - KLM and Delta Air
                  Lines as part of the airline industry's leading
                  Transatlantic Joint Venture.

                  Website: https://www.alitalia.com

Foreign Proceeding: Amministrazione straordinaira delle grandi
                    imprese in crisi (i.e., the extraordinary
                    administration procedure provided for large
                    insolvent companies)

Chapter 15 Petition Date: June 12, 2017

Chapter 15 Case No.: 17-11618

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Sean H. Lane

Chapter 15 Petitioners: Dr. Luigi Gubitosi, Prof. Enrico Laghi,
                        and Prof. Stefano Paleari as foreign
                        representatives

Chapter 15 Petitioners' Counsel: Madlyn Gleich Primoff, Esq.
                                 FRESHFIELDS BRUCKHAUS
                                 DERINGER US LLP
                                 601 Lexington Avenue
                                 31st Floor
                                 New York, NY 10019-9710
                                 Tel: 212-277-4000
                                 Fax: 212-277-4001
                                 Email:
                                 madlyn.primoff@freshfields.com

A full-text copy of the petition is available for free at:

         http://bankrupt.com/misc/nysb17-11618.pdf

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


ALITALIA SPA: Gets TRO on Moves vs. JFK Airport Lease, US Routes
----------------------------------------------------------------
Italy's flag carrier Alitalia, which is undergoing insolvency
proceedings in Italy, filed a Chapter 15 bankruptcy petition in
New York, in the United States, on June 12, 2017, and promptly
sought and obtained a temporary restraining order against threats
to terminate critical contracts in the U.S.

According to filings before the U.S. Bankruptcy Court for the
Southern District of New York, Alitalia has significant United
States assets, and certain of its creditors have given notice
that, beginning on June 13, they will terminate critical
contracts.  Its other assets are exposed to adverse action by
other key creditors, business partners, and other parties located
in the United States.  Consequently, to prevent the detrimental
impact that such action will have on its businesses and to
facilitate a restructuring in Italy in accordance with Italian
law, the Debtor required certain provisional relief, including in
particular the protection of a stay order.

Without an injunction, Alitalia said it will experience immediate
disruption to its restructuring and operations.  Specifically,
Terminal One Group Association, L.P., has provided notice that it
will terminate the Debtor's lease and contract for various
crucial services at John F. Kennedy International Airport in New
York on June 13, 2017 if its claims remain unpaid.  Likewise,
Broadband Centric Inc. has provided notice it will terminate its
contracts for the provision of internet and telephone services to
the Debtor's United States operations on June 20, 2017 if its
claims remain unpaid.  The termination of these contracts will
disrupt its U.S. operations, Alitalia's representatives said.

Madlyn Gleich Primoff, Esq., at Freshfields Bruckhaus Deringer US
LLP, Alitalia's U.S. counsel, notes that the seizure of even one
aircraft, for example, could disrupt the Debtor's global
operations and potentially trigger or encourage subsequent
exercise of remedies by other adverse parties.  Such actions
would also disrupt the Debtor's restructuring in the proceedings
in Italy.

Chapter 15 of the Bankruptcy Code is intended to prevent
precisely these negative effects on a foreign debtor's operations
and to complement and facilitate corporate rehabilitations in a
foreign debtor's home country.

"The crux of this Chapter 15 filing is straightforward.  The
Debtor's United States business is critical to its overall global
operations.  The Debtor's U.S. operations generate approximately
30% of Alitalia's total annual revenues.  At least 15% of
Alitalia's global revenues are generated by flights to and from
John F. Kennedy International Airport in New York alone.  The
Debtor operates nine flights departing from the United States to
Italy on a daily basis.  The Debtor employs approximately 12,000
employees, including 36 employees in the United States," Ms.
Primoff told the Court.

                    Temporary Restraining Order

U.S. Bankruptcy Judge Sean H. Lane on June 12, 2017, issued a
Temporary Restraining Order, which provides that:

   1. The Application is granted insofar as a temporary
restraining order ("TRO") is in immediate effect for 10 days
through and including June 23, 2017.  The TRO will automatically
be extended through June 26, 2017, unless objection to its
continued effect is made before then by any creditor, including
without limitation, Broadband Centric Inc. or Terminal One Group
Association, L.P.

   2. To the extent unresolved objections to the preliminary
injunction requested in the Application exist, all parties in
interest must come before the Honorable United States Bankruptcy
Judge Sean H. Lane for the Southern District of New York, for a
hearing (the "Hearing") at 2:00 p.m. on June 26, 2017, at the
United States Bankruptcy Court, Alexander Hamilton Customs House,
Room 701, One Bowling Green, New York, New York 10004, or as soon
thereafter as counsel may be heard, to show why a preliminary
injunction should not be granted, pending the issuance of an
order recognizing the Foreign Representatives as "foreign
representatives" within the meaning of Section 101(24) of the
Bankruptcy Code and the Foreign Main Proceeding as a "foreign
main proceeding" as defined in Section 1502(4) of the Bankruptcy
Code:

     (a) ordering that the protections of Sections 361 and 362 of
the Bankruptcy Code apply to the Debtor and its assets in the
United States;

     (b) establishing the Foreign Representatives as the
representatives of the Debtor with full authority to administer
the Debtor's assets and affairs in the United States, including,
without limitation, making payments on account of the Debtor's
prepetition and postpetition obligations;

     (c) enjoining all persons and entities, including Terminal
One Group Association L.P. ("Terminal One") and Broadband Centric
Inc. ("Broadband") from seizing, attaching and/or enforcing or
executing liens or judgments against the Debtor's property in the
United States or from transferring, encumbering or otherwise
disposing of, interfering with, or terminating any contractual or
other rights with respect to the Debtor's assets or agreements in
the United States without the express consent of the Foreign
Representatives;

     (d) enjoining all persons and entities are enjoined from
commencing or continuing, including the issuance or employment of
process of, any judicial, administrative or any other action or
proceeding involving or against the Debtor or its assets or
proceeds thereof, or to recover a claim or enforce any judicial,
quasi-judicial, regulatory, administrative or other judgment,
assessment, order, lien or arbitration award against the Debtor
or its assets or proceeds thereof;

     (e) entrusting the administration and realization of all of
the Debtor's assets in the United States to the Foreign
Representatives, including all of the Debtor's assets located in
the United States or which may have been transferred to third
parties in the United States; and

     (f) providing that the Foreign Representatives are
authorized to examine witnesses, take evidence and deliver
information concerning the Debtor's assets, affairs, rights,
obligations or liabilities.

   3. Any party in interest wishing to submit a response or
objection to the relief requested in the Application must do so
in writing and shall be served so as to be actually received by
no later than June 22, 2017 at 12:00 noon (Eastern Time) by the
following parties: (a) counsel to the Foreign Representatives,
Freshfields Bruckhaus Deringer US LLP, 601 Lexington Avenue, New
York, New York 10022, Attn: Madlyn Gleich Primoff, Scott
Talmadge, and Scott A. Eisman; (b) the Office of the United
States Trustee for the Southern District of New York, 33
Whitehall Street, 21st Floor, New York, New York 10004; and (c)
all parties that file notices of appearance in the Chapter 15
Case in accordance with Federal Rule of Bankruptcy Procedure
2002.  Any reply to the response or objection shall be filed by
June 29, 2017 at 12:00 noon.

The Court noted that the relief is without prejudice to any
party's ability to request that the hearing on the Debtor's
requested preliminary injunction take place before Monday, June
26, 2017; any party may make such a request by filing a letter on
the docket by June 16, 2017 at 2 p.m., at which point the Court
will determine a new hearing date.

A copy of the TRO is available at:

      http://bankrupt.com/misc/Alitalia_5_Ch15_TRO.pdf

                          About Alitalia

Alitalia - Societa Aerea Italiana S.p.A. , is the flag carrier of
Italy.  Alitalia operates 123 aircraft with approximately 4,200
flights weekly to 94 destinations, including 26 destinations in
Italy and 68 destinations outside of Italy.  It has a strong
global presence, flying within Europe as well as to cities across
North America, South America, Africa, Asia and the Middle East.
During 2016, the Debtor provided passenger service to
approximately 22.6 million passengers.  Its air freight business
also is substantial, having carried over 74,000 tons in 2016.
Alitalia is a member of the SkyTeam alliance, participating with
other member airlines in issuing tickets, code-share flights,
mileage programs and other similar services.

Alitalia previously navigated its way through a successful
restructuring.  After filing for bankruptcy protection in 2008,
Alitalia found additional investors, acquired rival airline Air
One, and re-emerged as Italy's leading airline in early 2009.

Alitalia was the subject of a bail-out in 2014 by means of a
significant capital injection from Etihad Airways, with goals of
achieving profitability during 2017.

After labor unions representing Alitalia workers rejected a plan
that called for job reductions and pay cuts in April 2017, and
the refusal of Etihad Airways to invest additional capital,
Alitalia filed for extraordinary administration proceedings on
May 2, 2017.

On June 12, 2017, Alitalia filed a Chapter 15 bankruptcy petition
in Manhattan, New York, in the U.S. (Bankr. S.D.N.Y. Case No.
17-11618) to seek recognition of the Italian insolvency
proceedings and protect its assets from legal action or creditor
collection efforts in the U.S.  The Hon. Sean H. Lane is the case
judge in the U.S. case.  Dr. Luigi Gubitosi, Prof. Enrico Laghi,
and Prof. Stefano Paleari are the foreign representatives
authorized to sign the Chapter 15 petition.  Madlyn Gleich
Primoff, Esq., Freshfields Bruckhaus Deringer US LLP, is the U.S.
counsel to the Foreign Representatives.


ALITALIA SPA: Says U.S. Critical to Global Operations
-----------------------------------------------------
Alitalia - Societa Aerea Italiana S.p.A., which has commenced
corporate reorganization proceedings in Italy, said in U.S. court
filings that its United States business is critical to its
overall global operations.

Benedetto Mencaroni Poiaini, VP Regional Manager for Americas,
explains that Alitalia's U.S. operations generate approximately
30% of its total annual revenues. At least 15% of the Debtor's
global revenues are generated by flights to and from Terminal One
at John F. Kennedy International Airport alone.  The Debtor
operates nine flights departing from the United States to Italy
on a daily basis.

The Debtor leases space at five airports in the United States and
also leases offices in New York, New York.

The Debtor leases space at John F. Kennedy International Airport
in New York; Logan International Airport in Boston; Los Angeles
International Airport in Los Angeles; Miami International Airport
in Miami; and Chicago O'Hare International Airport in Chicago.
It maintains corporate offices in New York City.  It has
approximately 36 employees in the United States.  And at any
time, it has multiple aircraft located at airports in the United
States.

The Debtor is also party to certain litigation pending in the
United States.

Finally, the Debtor purchases approximately EUR543 million worth
of jet fuel in the United States each year to operate its
aircraft.  The Debtor purchases this fuel from third-party fuel
suppliers.  The Debtor is also party to into-plane fueling
service contracts pursuant to which third parties transport fuel
into the Debtor's aircraft.  As with other business partners,
these fuel suppliers and transporters are critical to the
Debtor's operations.  The Debtor must be able to refuel its
planes in the United States to fly its transatlantic routes.

To minimize any loss of value to its business, the Debtor's
objective is to engage in business as usual following the
commencement of the restructuring proceeding in Italy with as
little interruption to the Debtor's operations as possible.

Accordingly, Alitalia has commenced a Chapter 15 bankruptcy case
in the U.S. to receive the protections of the United States
Bankruptcy Code immediately to prevent any of the Debtor's
business partners or creditors from disrupting its operations

"Any attempt by creditors to seize -- or interfere with -- these
assets, including terminating contracts, would harm the Debtor's
revenues and disrupt its flight schedules and operations.  Like
other major airlines, the Debtor's global route system requires
precision in scheduling. Thus, any error or delay in scheduling
such as that caused by creditors attempting to seize assets would
affect the Debtor's entire global system of flights," Mr. Poiaini
said in a filing with the U.S. Bankruptcy Court for the Southern
District of New York.

"As with any major airline, the Debtor's primary source of
revenue is generated from use of its aircraft.  Seizure of even
one aircraft would harm the Debtor's revenue, disrupt flight
schedules and potentially cause customers to turn to competitor
airlines, thus destroying the Debtor's goodwill.  Furthermore, if
the Debtor's assets located in the United States are left
unprotected, creditors would be free to exercise remedies against
such assets, frustrating the Debtor's reorganization efforts in
Italy and harming the value of the Debtor's estate."

                     Italian Proceedings

To undertake a comprehensive court-supervised restructuring, the
Debtor commenced reorganization proceedings in Italy pursuant to
the Decree Law 347/03, Italy's corporate reorganization law for
large debtor entities.

On May 2, 2017, the Debtor submitted to the Minister of Economic
Development a petition requesting commencement of an insonvency
proceeding known in Italy as the amminstrazione straordinaria
delle grandie imprese in crisi (i.e., the extraordinary
administration procedure provided for large insolvent companies)
under the Italian Decree Law no. 347 dated December 23, 2003.

That day, the Minister of Economic Development issued a decree,
commencing the proceedings in Italy.  Pursuant to the Decree,
each of Dr. Luigi Gubitosi, Prof. Enrico Laghi, and Prof. Stefano
Paleari was appointed as a commissioner to oversee the
restructuring proceeding.  Under the Decree Law 347/03,
commissioners must either (a) formulate and submit a formal plan
of reorganization or liquidation to the Minister of Economic
Development within 180 days of appointment, which period may be
extended by an additional 90 days, or (b) arrange a sale or lease
of the company's assets where the purchaser/lessor agrees to
continue providing the relevant public services.

To support the restructuring, the Italian government has agreed
to provide the Debtor with financing.  Specifically, the Debtor
has obtained support from the Government of Italy through a six-
month bridge financing for an amount equal to EUR600 million as
operating capital.  This operating capital will facilitate the
Debtor paying its business partners in the ordinary course.

                     Chapter 15 Proceedings

Even though the Debtor will continue to pay its business partners
and contract counterparties in the ordinary course of business,
that may not be sufficient to maintain stable operations.  Most
immediately, Terminal One Group Association, L.P. ("Terminal
One") has provided notice that it will terminate the Debtor's
lease and contract for various crucial services at John F.
Kennedy International Airport in New York on June 13, 2017 if its
claims remain unpaid.  The termination would render the Debtor
immediately unable to operate its daily flights to and from New
York, cutting off a substantial revenue stream of the company.

Likewise, Broadband Centric Inc. ("Broadband") has provided
notice it will terminate its contracts for the provision of
internet and telephone services to the Debtor's United States
operations on June 20, 2017, if its claims remain unpaid.  The
termination would render the Debtor unable to continue operating
its call center or conduct routine office activities and thus
immediately disrupt its operations in the United States.

Moreover, the Debtor's business and relationships require the
Debtor to have numerous other business partners and contract
counterparties in the United States.  Once these business
partners and contract counterparties learn that the Debtor has
commenced corporate reorganization proceedings in Italy, it may
be that some of them -- particularly those with unfavorable long-
term supply, maintenance, or similar contracts -- may refuse to
perform, attempt to impose default terms, demand security
deposits or other credit enhancements, change trade credit terms,
or take other actions that will harm the Debtor's operations and
reorganization efforts.  In addition, the Debtor's creditors may
seek to seize the Debtor's assets in the United States,
particularly its aircraft located in the United States.

Any such unilateral self-help action by the Debtor's business
partners, contract counterparties, or creditors could jeopardize
the Debtor's reorganization efforts and result in irreparable
harm to the Debtor's business.  Moreover, the Debtor would have
to expend unnecessary costs and time defending against such self-
help efforts, diverting management's attention from running and
restructuring the business.

The Debtor has commenced a Chapter 15 case, seeking recognition
of the Italian proceedings as a "foreign main proceeding."  Upon
the U.S. Court's recognition of the Italian proceeding as a
"foreign main proceeding," the automatic stay provided by Section
362 of the Bankruptcy Code will immediately and without exception
apply with respect to all property of the Debtor that is within
the territorial jurisdiction of the United States.

Pending recognition, the Foreign Representatives ask the U.S.
Court to enter a temporary restraining order and preliminary
injunction.

The Foreign Representatives request that the U.S. Court:

   (a) order that the protections of Sections 361 and 362 of the
Bankruptcy Code apply to the Debtor and its assets in the United
States;

   (b) establish the Foreign Representatives as the
representatives of the Debtor with full authority to administer
the Debtor's assets and affairs in the United States, including,
without limitation, making payments on account of the Debtor's
obligations;

   (c) enjoin all persons and entities from seizing, attaching
and/or enforcing or executing liens or judgments against the
Debtor's property in the United States or from transferring,
encumbering or otherwise disposing of, interfering with, or
terminating any contractual or other rights with respect to the
Debtor's assets or agreements in the United States without the
express consent of the Foreign Representatives;

   (d) enjoin all persons and entities from commencing or
continuing, including the issuance or employment of process of,
any judicial, administrative or any other action or proceeding
involving or against the Debtor or its assets or proceeds
thereof, or to recover a claim or enforce any judicial, quasi-
judicial, regulatory, administrative or other judgment,
assessment, order, lien or arbitration award against the Debtor
or its assets or proceeds thereof;

   (e) entrust the administration and realization of all of the
Debtor's assets in the United States to the Foreign
Representatives, including all of the Debtor's assets located in
the United States or which may have been transferred to third
parties in the United States; and

   (f) provide that the Foreign Representatives are authorized to
examine witnesses, take evidence and deliver information
concerning the Debtor's assets, affairs, rights, obligations or
liabilities.

The Recognition Hearing is scheduled for July 5, 2017, at 11:00
a.m.

                          About Alitalia

Alitalia - Societa Aerea Italiana S.p.A., is the flag carrier of
Italy.  Alitalia operates 123 aircraft with approximately 4,200
flights weekly to 94 destinations, including 26 destinations in
Italy and 68 destinations outside of Italy.  It has a strong
global presence, flying within Europe as well as to cities across
North America, South America, Africa, Asia and the Middle East.
During 2016, the Debtor provided passenger service to
approximately 22.6 million passengers.  Its air freight business
also is substantial, having carried over 74,000 tons in 2016.
Alitalia is a member of the SkyTeam alliance, participating with
other member airlines in issuing tickets, code-share flights,
mileage programs and other similar services.

Alitalia previously navigated its way through a successful
restructuring.  After filing for bankruptcy protection in 2008,
Alitalia found additional investors, acquired rival airline Air
One, and re-emerged as Italy's leading airline in early 2009.

Alitalia was the subject of a bail-out in 2014 by means of a
significant capital injection from Etihad Airways, with goals of
achieving profitability during 2017.

After labor unions representing Alitalia workers rejected a plan
that called for job reductions and pay cuts in April 2017, and
the refusal of Etihad Airways to invest additional capital,
Alitalia filed for extraordinary administration proceedings on
May 2, 2017.

On June 12, 2017, Alitalia filed a Chapter 15 bankruptcy petition
in Manhattan, New York, in the U.S. (Bankr. S.D.N.Y. Case No.
17-11618) to seek recognition of the Italian insolvency
proceedings and protect its assets from legal action or creditor
collection efforts in the U.S.  The Hon. Sean H. Lane is the case
judge in the U.S. case.  Dr. Luigi Gubitosi, Prof. Enrico Laghi,
and Prof. Stefano Paleari are the foreign representatives
authorized to sign the Chapter 15 petition.  Madlyn Gleich
Primoff, Esq., at Freshfields Bruckhaus Deringer US LLP, is the
U.S. counsel to the Foreign Representatives.


CORDUSIO RMBS: S&P Affirms 'B-' Rating on Class E Notes
-------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Cordusio RMBS
Securitisation S.r.l.'s class A2, A3, B, C, D, and E notes.

The affirmations follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received as
of March 2017.  S&P's analysis reflects the application of its
European residential loans criteria and its structured finance
ratings above the sovereign (RAS) criteria.

Due to deleveraging, the available credit enhancement has
continued to increase for all classes of notes since S&P's
previous review.

Class          Available credit
                enhancement (%)
A2                         22.6
A3                         22.6
B                          15.8
C                          11.6
D                           2.0
E                           0.1

S&P based the available credit enhancement on the transaction's
performing balance.  The class A2 and A3 notes have the same
principal deficiency ledger (PDL) and pay interest pro rata.
However, the class A3 notes are subordinated to the class A2
notes in principal repayment priority in the principal waterfall.

The cash reserve has not been at its target amount of EUR6.2
million since December 2011.  This is because the issuer has made
drawings to cover defaulted loans in the pool.  The reserve is
now fully depleted.

Severe delinquencies of more than 90 days, at 1.49%, are on
average lower for this transaction than our Italian residential
mortgage-backed securities (RMBS) index.  The transaction
documents define defaults as loans that have been classified as
"incaglio" or "sofferenza" by the servicer, or which have been in
arrears for at least 360 days.

The transaction's new defaults have averaged 0.29% of the
outstanding balance over the past four quarters.  This, together
with the prepayment level, is still in line with S&P's Italian
RMBS index.

Under the transaction documents, excess spread is trapped to
cover 100% of the balance of defaulted loans, and the cash
reserve can also be used to cure the PDL balance.  Of the
transaction's cumulative gross defaults as of March 2017 (4.92%
of the closing pool balance), the majority has been cured by
excess spread (which includes recoveries). As  a result, the PDL
balance decreased to EUR696,649 on the March 2017 interest
payment date.

Under the transaction documents, interest payments on the rated
notes can be deferred if the cumulative default ratio breaches
certain thresholds, which are 11% for the class B notes, 9% for
the class C notes, 8% for the class D notes, and 7% for the class
E notes.  The transaction also has a trigger on the junior
classes of notes, so that once the cumulative default ratio
reaches 6.9%, all excess interest is used to repay principal on
the notes.  Given the current cumulative default ratio, S&P
considers it unlikely that this trigger will be breached.

After applying S&P's European residential loans criteria to this
transaction, its credit analysis results in the weighted-average
foreclosure frequency (WAFF) and weighted-average loss severity
(WALS) shown below:

Rating level    WAFF (%)    WALS (%)
AAA                 9.68        2.00
AA                  7.62        2.00
A                   5.71        2.00
BBB                 4.57        2.00
BB                  3.54        2.00
B                   2.47        2.00

The WAFF decreased compared with S&P's previous review, mainly
because it benefitted from the pool's high seasoning and the
lower arrears level.  The WALS decrease is mainly due to the
application of S&P's updated market value decline assumptions.

Under S&P's RAS criteria, this transaction's notes can be rated
up to six notches above the sovereign rating, subject to credit
enhancement being sufficient to pass an extreme test.  As S&P's
unsolicited foreign currency long-term sovereign rating on the
Republic of Italy is 'BBB-', S&P's RAS criteria cap at 'AA- (sf)'
its rating on the class A2 notes. For all other classes of notes,
the maximum potential rating is 'A (sf)'.

Following the application of S&P's RAS criteria and its European
residential loans criteria, S&P has determined that its assigned
rating on each class of notes in this transaction should be the
lower of (i) the rating as capped by S&P's RAS criteria and (ii)
the rating that the class of notes can attain under S&P's
European residential loans criteria. In this transaction, the
ratings on class A2, A3, B, and C notes are constrained by the
rating on the sovereign.

Taking into account the results of S&P's updated credit and cash
flow analysis and the application of its RAS criteria, S&P
considers the available credit enhancement for the class A2 notes
to be commensurate with our currently assigned rating.  S&P has
therefore affirmed its 'AA- (sf)' rating on the class A2 notes.

Even if the class A3, B, and C notes could withstand an extreme
stress, under S&P's RAS criteria it can only assign a rating four
notches above the rating on the sovereign because they are not
the most senior outstanding tranche.  Consequently, S&P has
affirmed its 'A (sf)' ratings on the class A3, B, and C notes.

In April 2017, BNP Paribas Securities Services (Milan Branch)
replaced UniCredit SpA as the bank account provider in this
transaction.  Following the April 2017 bank account provider
replacement, the cash collection account that was opened in 2012
with BNP Paribas Securities Services (Milan Branch) by UniCredit,
to mitigate the counterparty and commingling risk, has been
depleted.  Under the transaction documents, borrowers still pay
into the bank account held in the servicer's name with UniCredit.
Collections are swept within two days of payment into this new
bank account held with BNP Paribas Securities Services (Milan
branch) in the name of the issuer.  As the cash previously posted
has been released, the transaction is now exposed to commingling
risk.

In S&P's cash flow analysis, the class D notes cannot withstand a
commingling stress equal to two months' collection of interest
and principal (including a certain amount of assumed
prepayments). Therefore, S&P has not stressed commingling risk in
its analysis and S&P's rating on the class D notes is now weak-
linked to its long-term issuer credit rating (ICR) on UniCredit.
S&P has therefore affirmed its 'BBB- (sf)' rating on the class D
notes. Any change to S&P's ICR on UniCredit could result in an
equivalent change to S&P's rating on the transaction's class D
notes, all else being equal.

S&P considers the available credit enhancement for the class E
notes to be commensurate with its currently assigned rating.  S&P
has therefore affirmed its 'B- (sf)' rating on the class E notes.

In S&P's opinion, the outlook for the Italian residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 2.55% from 1.50%, when S&P applies its European
residential loans criteria, to reflect this view.

Cordusio RMBS Securitisation is an Italian RMBS transaction,
which closed in May 2007 and securitizes first-ranking
residential mortgage loans.  UniCredit Group originated the pool,
which comprises loans granted to prime borrowers, mainly located
in northern Italy.

RATINGS LIST

Class              Rating

Cordusio RMBS Securitisation S.r.l.
EUR3.908 Billion Residential Mortgage-Backed Floating-Rate Notes

Ratings Affirmed

A2                   AA- (sf)
A3                   A (sf)
B                    A (sf)
C                    A (sf)
D                    BBB- (sf)
E                    B- (sf)


DIAPHORA 3: July 12 Bid Deadline Set for Three Properties
---------------------------------------------------------
Diaphora 3 Fund, in liquidation pursuant to Art. 57 TUF, is
putting up for sale the following properties:

D3-24: "Cento Vetrine", a commercial property complex located in
  the municipality of Mazzanno (BS), Strada Padana Superiore,
  consisting of no. 34 stores, no. 19 offices, no. 7 warehouses,
  an unroofed area and a basement garage, as described in the
  appraisal report dated May 6, 2016, drawn up by Surveyor
  Roberto Cirelli.

  Starting price: EUR2,720,000 in addition to applicable tax.

D3-25: Polpenazze del Garda (BS), exclusive residential complex
  composed of three property units as described in the appraisal
  report dated May 2, 2016, drawn up by Surveyor Roberto Cirelli.

  Starting price: EUR4,696,000 in addition to applicable tax

D3-27: Exclusive residential and shopping center located in the
  municipality of Toscolano Maderno (BS), opposite the Brescia
  side of Lake Garda, consisting of five buildings, situated
  around the common central pool, hosting: no. 5 stores, no. 34
  apartments, no. 30 garages, no. 11 cellars, as described in the
  appraisal report dated June 1, 2016, drawn up by Surveyor Rita
  Stancari.

  Starting price: EUR3,982,000 in addition to applicable tax

Bid deadline: 12:00 a.m. on July 12, 2017, bids to be submitted
at the office of Notary Pietro Barziza in Piazza Duomo 17,
Desenzano del Garda (BS).

Date of sale: 3:00 p.m. on July 13, 2017, at the office of the
Notary.

Details, procedures and sale regulations are available on
www.liquidagest.it


DIAPHORA 3: July 11 Calcinato Property Bid Deadline Set
-------------------------------------------------------
Diaphora 3 Fund, in liquidation pursuant to Art. 57 TUF, is
putting up for sale Calcinato (BS), a property unit comprising of
three residential complexes, a building plot, a private road and
parking lots developed as town-planning work, an electrical
substation, and a further area currently covered by natural
vegetation, as described in the appraisal reports dated July 1,
2016 drawn up by Ing. Alberto Marinelli.

Starting price: EUR2,981,000.00 in addition to applicable tax.

Bid deadline: 12:00 a.m. on July 11, 2017.  Bids are to be
submitted at the office of Notary Marianna Rega in Via Giacomo,
Matteotti 57, Calcinato (BS).

Date of sale: 5:00 p.m. on July 12, 2017, at the office of the
Notary.

Details, procedures and sale regulations are available on
www.liquidagest.it


NUOVO TRASPORTO: S&P Assigns 'B+' CCR, Outlook Positive
-------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to Italian high-speed railway operator Nuovo Trasporto
Viaggiatori SpA (NTV).  The outlook is positive.

At the same time, S&P assigned its 'B+' issue rating to the
proposed EUR500 million senior secured floating rate notes due
2023, with a recovery rating of '3'.

The 'B+' rating reflects NTV's relatively high debt level as well
as S&P's view that the company is a relatively small participant
in the broader Italian railway sector.  S&P notes, however, that
as a newcomer it benefits from a more flexible cost structure
than the main domestic incumbent, resulting in higher operating
margins.

NTV provides high-speed railway services to passengers in Italy
and is the only competitor to the incumbent Trenitalia, a
subsidiary of the state-owned Ferrovie dello Stato Italiane group
(BBB-/Stable).

NTV was established in 2006 to take advantage of the
liberalization of Italian passenger rail services and started its
commercial activities under the Italo brand in 2012 with 25 high-
speed ALSTOM AGV trains.  During its first years of operation,
the company went through a ramp-up phase that resulted in
increasing passenger volumes, load factors, and operating
efficiencies.  NTV currently has a 25%-30% market share in the
Italian high speed rail service, transporting 11.1 million
passengers and generating a reported EBITDA of EUR97 million in
2016.

The rating is supported by the fact that NTV generates higher
profitability (28% S&P Global Ratings-adjusted EBITDA margin in
2016) compared with other European incumbent railway operators,
thanks to a more flexible cost base.  The strategic repositioning
launched in 2015 has successfully increased the trains' load
factor by optimizing pricing strategies, while operating
efficiency has been boosted by contract renegotiations with
suppliers to use the fleet more intensively and reduce rebounding
times.  Furthermore, the creation of an independent authority,
the ART, has played a key role in ensuring fair access to the
railway network.  Recognition of the Italo brand has been
enhanced by it gaining access to main Italian train stations.

These strengths are partially offset by strong competition from
the main incumbent and the concentration on revenues from high-
speed services only, despite being more profitable than a
regional rail service.  S&P also considers that its smaller size
makes it less able to withstand potential cost increases and
macroeconomic shocks, despite its flexible cost structure.
Furthermore, NTV's volatility of profitability is higher than
peers, given the relatively short track record of operations.
S&P expects its revenue growth will be driven by the fleet
increasing from 25 to 37 trains, to be completed by mid-2018.

In terms of financial risk profile, in 2014-2015 NTV renegotiated
its financial debt because the capital structure in place proved
to be unsustainable during the initial ramp-up phase.  However,
S&P believes the company now has a stronger customer base and
will be able to meet its financial obligations, as it did in
2016.  The company's FFO to debt was about 14.5% in 2016,
supported by 18% revenue growth driven by passenger growth, and
its debt to EBITDA was 5.5x.  That said, S&P expects these
metrics to slightly decline over 2017-2018, mainly reflecting the
investment plan related to the acquisition of the new EVO fleet
(EUR183 million over 2017-2019).  As a result, S&P is applying a
one-notch downward adjustment to the rating.

Nevertheless, S&P believes NTV would be able to increase its FFO
to debt above 15% from 2019 on a sustainable basis after the
completion of the capital investment and once the new EVO fleet
is fully operational.  This would also require the company to
maintain a load factor on both fleets AGV and EVO above 70% and
to continue optimizing revenue generation through yield
management.

S&P's base case assumes:

   -- Revenue growth of 8% in 2017, supported by extension of
      train per kilometers offered and higher yield, and 22%-24%
      in 2018, reflecting the operation of EVO fleet;

   -- EBITDA growth of about 14% in 2017 driven by passenger
      growth and higher yield and EBITDA growth of about 10% in
      2018, boosted by 12 additional trains.  S&P expects the
      company to maintain its S&P Global Ratings-adjusted EBITDA
      margin between 27%-29%, as S&P expects operating costs on
      the new fleet to be more than compensated by higher
      revenues;

   -- Capital expenditure (capex) amounting to EUR122 million in
      2017 and EUR68 million in 2018, mainly related to the
      acquisition of the new EVO fleet, in line with management
      forecasts;

   -- Refinancing of the existing financial lease (EUR426
      million) and term loan (EUR248 million) in 2017, with a
      combination of senior secured floating notes (EUR500
      million) and a EUR190 million of new term loan, increasing
      annual interest from EUR17 million in 2016 to about EUR20
      million-EUR23 million in 2017 and EUR28 million in 2018;

   -- Debt repayment of EUR9.5 million in 2017 and EUR19 million
      in 2018, according to the amortization profile of the new
      term loan;

   -- Dividend distribution amounting to EUR15 million in 2017,
      followed by a EUR12 million-EUR20 million dividend
      distribution in 2018, in line with financial documentation
      and management forecasts.

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

   -- Weighted-average FFO to debt of 13%-15% over 2017-2019;
   -- Weighted-average debt to EBITDA of 4.0x-5.0x over
      2017-2019; and
   -- S&P Global Ratings-adjusted EBITDA margins of 27%-29%.

The positive outlook on NTV reflects S&P's view that the company
will be able to generate FFO to debt above 15% after completing
the investment in the new EVO fleet.

S&P could upgrade NTV by one notch over the next 12 months if the
company was able to maintain its FFO to debt comfortably above
15%.  In S&P's view, this would require the new EVO fleet to
reach a load factor of about 70% and the existing AGV fleet to
maintain current levels of load factor and yield.

S&P could revise its outlook to stable if the company was not
able to deliver the expected business growth from the investments
committed in 2017 and 2018.  This could result from lower load
factors that S&P anticipates on the new fleet or by a significant
decline in yield on both fleets.


NUOVO TRASPORTO: Fitch Assigns BB- Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned Nuovo Trasporto Viaggiatori S.p.A.
(NTV) an Issuer Default Rating (IDR) of 'BB-' with Stable
Outlook. Fitch has also assigned an expected senior secured
rating of 'BB(EXP)' to the upcoming senior secured bonds, a one-
notch uplift compared to the company's IDR, given the expected
good recovery prospects for the bondholders.

The rating reflects NTV's sound operating performance, high
profitability achieved from 2016 and sizeable market share; this
is in the context of a regulatory framework set by an independent
regulator, increasing demand for high-speed railway services and
high barriers to entry. Constraints on the rating include the
limited size and track record of the company, the exclusive focus
on Italy and the currently highly leveraged financial profile
(FFO net adjusted leverage at 6.7x at year-end 2016) with some
execution risks related to the deleverage.

Fitch expects FFO adjusted net leverage to approach 4.5x in 2019
and FFO fixed charge coverage of 3.7x in the same year. Fitch
expects NTV to generate positive free cash flows (FCF) after the
spike in capex in 2016-18, related to the new fleet of 12 high-
speed trains to be delivered starting from November 2017.

KEY RATING DRIVERS

Private High-Speed Train Operator: NTV operates high-speed trains
in Italy under the brand name Italo and is the first private
high-speed operator in the European passenger rail industry. NTV
started its activity in 2012 and currently operates 25 high-speed
trains offering 56 daily services, with a focus on the strategic
routes Naples-Rome-Milan-Turin and Naples-Rome-Venice/Verona. An
additional 12 trains are due to be delivered by mid-2018.

NTV's only direct competitor is Trenitalia, owned by the
incumbent Ferrovie dello Stato Italiane (FS, BBB/Stable). As of
2016 NTV has a market share of 35% in the markets it operates
within. The shareholder base is mainly composed of Italian
entrepreneurs (almost 60%) and financial institutions (Banca
Intesa, 'BBB-'/Stable, and Assicurazioni Generali S.p.A., 'A-
'/Stable, in total representing almost 40%).

Regulatory Framework: An Italian independent authority for
transport (ART, Attivit- di Regolazione dei Trasporti) became
fully operational in 2014, leading to a substantial improvement
of the regulatory environment. The new methodology defined by ART
for the period 2016-2021 resulted in lower access fees for the
use of the infrastructure by NTV (36% year-on-year reduction in
2015). In 2016 access and electricity costs (also regulated)
represented almost 40% of the company's cost base. While the
establishment of the independent regulator provides a foundation
for the development of the competitive environment, ART's track
record in the implementation of its policies is limited.

Successful Repositioning in 2015: NTV launched a new strategy in
2015, which included access to the three most important railway
stations in Italy, optimization of maintenance schedules,
minimization of time from train arrival to departure, increased
frequency on the Milan-Rome key route, launch of an intermodal
train-bus service, and the introduction of a new pricing system.
These initiatives led to an increase of the offer (in terms of
seat kilometres) and a decrease of the average price, which was
more than compensated for by the substantial increase in load
factor, to 76.4% in 2016 from 51.7% in 2014. Combined with
reduced access fees, this drove EBITDA to EUR96 million in 2016
(25% of revenues) from a negative value of EUR18 million in 2014.

Competitive Landscape: NTV has a market share of 24% in the total
high-speed long-haul market in Italy and 35% in its reference
market. The entrance of a second player was a key driver for the
market growth registered in Italy in the last years (CAGR 2012-
2016 of 7.6%). Prices for high-speed trains in Italy are quite
low when compared with other EU countries and there is room for
additional penetration, since the high-speed train solution is
gaining market share compared to traditional train and airlines,
while bus operators are generally small. Fitch believes that
barriers to entry are significant, both in terms of capital and
time needed to approach the market.

Fleet Expansion: NTV will benefit from the expanding fleet as it
increases scale, frequencies and geographic footprint throughout
the rail network. On the other hand, it adds execution risk to
the business plan. The introduction of the 12 new trains will be
gradual over the next year until mid-2018 and will allow the
company to increase daily services to 88 from 56. All the
additional services (with related routes and times) have been
approved by the regulator. At year-end 2016 NTV had already paid
EUR99 million of the EUR282 million total related investments.

Deleverage Factored into the Rating: NTV currently has a high
leverage (FFO net adjusted leverage at 6.7x in 2016) deriving
both from its ramp-up phase and the investments for the new
fleet. Fitch forecasts material improvement in credit ratios by
2019 when the new fleet will fully contribute to cash flows.
Fitch expects FFO net adjusted leverage to approach 4.5x in 2019
and FFO fixed charge cover at 3.7x, which is reflected in the
'BB-' IDR.

NTV is characterized by a quite rigid cost structure, given a
certain level of the offer. Its capacity to sustainably generate
positive free cash flows from 2018 is enhanced by low maintenance
capex (around EUR10 million per year) and potential cash
generation from working capital, also related to some expected
VAT reimbursements.

Positive Current Trading: The company is performing well in 2017,
with LTM EBITDA at March 2017 of EUR106 million and a budget for
the full year of EUR120 million. In Fitch ratings case Fitch
expects NTV to reach an EBITDA of EUR113 million in 2017, rising
to EUR140 million- EUR150 million starting from 2019.

DERIVATION SUMMARY

NTV is rated below transport peers such as Stagecoach
(BBB/Stable), FirstGroup (BBB-/Stable) and National Express
(BBB-/Stable) mainly due to its higher net leverage (trending
towards 4.5x vs. averages of 2.5x for Stagecoach, 3.4x for
FirstGroup and 3.6x for National Express), coupled with limited
scale and lack of diversification. On the other hand, it is rated
one notch higher than airline peers at 'B+' with similar
financial profiles, including Public Joint Stock Company Aeroflot
- Russian Airlines and LATAM Airlines Group S.A., due to Fitch
expectations of deleveraging for NTV and a more solid business
profile, deriving from solid and growing market share, less
competition and high barriers to entry. No country-ceiling,
parent/subsidiary or operating environment aspects impacts the
rating.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for NTV include:

- average load factor at 73.4% throughout the plan

- yield increasing at a CAGR of 0.8%

- cost of the new bond at 4.5%, cost of the bank debt slightly
   above 3%

- cash generation from working capital at around EUR80 million
   across the plan

- total capex of around EUR260 million over the 2017-2021
   period, of which more than 70% in the first two years

- dividends maximization based on preliminary information
   received on permitted payments (50% pay-out with net debt /
   EBITDA higher than 3.5x, 100% if lower), but no utilisation of
   the general restricted payments basket (currently indicated at
   EUR40 million)

RATING SENSITIVITIES

Future developments that may potentially lead to positive rating
action include:

- FFO-adjusted net leverage below 4.0x and FFO fixed charge
   coverage above 3.0x on a sustained basis

- Sustained neutral to positive free cash flows

Future developments that could lead to negative rating action
include:

- FFO-adjusted net leverage above 4.5x and FFO fixed charge
   coverage below 2.5x on a sustained basis due to, for example,
   a more aggressive dividend policy compared to Fitch current
   assumptions in the rating case

- Negative FCF due to, for example, a worse than expected market
   scenario or failure to successfully implement the company's
   strategy

- Adverse regulatory changes impacting on the company's cash
   flows

LIQUIDITY

Adequate Liquidity: NTV will refinance its existing debt with a
six-year EUR500 million floating rate note and a five-year term
loan of EUR190 million, of which 50% is amortizing. NTV will also
have a EUR20 million RCF, completely undrawn at refinancing. All
debt is pari passu and secured against the shares in NTV.

Fitch expects NTV's available cash to stand at around EUR15
million

- EUR30 million at the end of 2017 (depending on potential
   dividends distribution throughout the year), with the RCF
   completely undrawn. Fitch forecasts consistently positive free
   cash flows from 2018.



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


STMICROELECTRONICS: Moody's Affirms Ba1 CFR, Outlook Positive
-------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
STMicroelectronics N.V. (ST) to positive from stable. At the same
time, the Ba1 corporate family rating (CFR) and the Ba1-PD
probability of default rating were affirmed.

List of Affected Ratings:

Affirmations:

Issuer: STMicroelectronics N.V.

-- Corporate Family Rating, Affirmed Ba1

-- Probability of Default Rating, Affirmed Ba1-PD

Outlook Actions:

Issuer: STMicroelectronics N.V.

-- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

RATIONALE FOR CHANGE OF OUTLOOK TO POSITIVE

The outlook was changed to positive from stable to reflect the
significant strengthening of ST's financial profile since the
second half of 2016: 1. The operating margin has been improving
to 5.6% for the last twelve months (LTM, ending April 1 2017)
from negative 9.2% in 2012; 2. Free cash flow (FCF) has turned
positive in 2016 after having been negative for at least four
years; and 3. Leverage, as measured by debt to EBITDA, was at
1.8x as of the end of Q1 2017, down from as high as 4.8x at
fiscal year-end (FYE) 2012. In the event that ST demonstrates
over the next 12 to 18 months that it can at least sustain, if
not further improve this financial profile, the rating could be
upgraded.

All of ST's segments have been contributing to revenue growth.
Management is targeting revenues of around $8.0 billion in FY
2017, or an increase of about 14% year-on-year. This has positive
effects on profitability. Firstly, revenue growth increases the
contribution from higher volumes. Secondly, it lowers (up to a
point where it eliminates) unused capacity charges as ST ramps up
its capacity utilization. Thirdly, new products change the
product mix towards higher margins. Fourthly, higher volumes
result in better yield and operating efficiencies.

In addition, ST's operating profitability benefits from a number
of actions taken. Operating expenses (opex) grow slower than
sales and it is management's intention to maintain net opex at
around $550 million per quarter in 2017. The company is also
benefiting from an annualized cost savings run-rate of $126
million exiting the first quarter of 2017 (target upon
completion: $170 million) from the wind-down of its set-top box
business. Finally, ST targets to outsource about 40% of its CMOS
production, which Moody's believes allows for better cost
management.

The high capital expenditures of up to $1.1 billion (management
is reviewing the capex guidance for 2017 and it might increase
capex to accommodate the high demand) is a flip side to the
strong growth, resulting in negative FCF in 2017. This is in
Moody's views not too critical as Moody's expects ST to revert
back to its through-the-cycle ratio of capex to sales of not more
than 10% by 2018.

The company's liquidity profile is a strong and supporting factor
of its Ba1 rating. As at April 1, 2017 ST benefited from a
reported net cash position of $518 million owing to cash and cash
equivalents of $1.64 billion, marketable securities of $335
million and reported gross debt of $1.46 billion. ST also
benefits from a balanced debt maturity profile, with no major
refinancing requirements over the next 12-18 months and access to
committed medium term credit facilities, of approximately $558
million.

WHAT COULD CHANGE THE RATING UP / DOWN

The rating could be upgraded if ST sustains operating margins in
the mid to high-single digit range (%) and achieves FCF to debt
of 5%-10% through the cycle. The rating could be downgraded if ST
achieves operating margins in the low single digit range (%) and
has sustainably negative FCF.

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

STMicroelectronics N.V., incorporated in the Netherlands with its
principal executive office in Geneva, Switzerland, is a global
independent semiconductor company that designs, develops,
manufactures and markets a broad range of semiconductor
integrated circuits and discrete devices. In fiscal year 2016 ST
generated revenues of nearly $7.0 billion. The company operates
through three core segments: 1) Automotive and Discrete Group
(ADG); 2) Microcontrollers and Digital ICs Group (MDG); and 3)
Analog & MEMS Group (AMG). The state-owned Bpifrance Financement
and the Italian Ministry of the Economy and Finance each control
approximately 13.7% of the issued share capital of
STMicroelectronics N.V. through STMicroelectronics Holding N.V.



=========
S P A I N
=========


BANCO POPULAR ESPANOL: S&P Raises CCRs From 'B/B'
-------------------------------------------------
S&P Global Ratings said that it raised its long- and short-term
counterparty credit ratings on Banco Popular Espanol S.A. to
'BBB+/A-2' from 'B/B'.  The outlook is positive.

In addition, S&P lowered its issue-level ratings on Banco
Popular's outstanding preference shares and subordinated debt to
'D' from 'CC' and 'CCC-', respectively, and S&P subsequently
withdrew them.

The rating actions follow the Single Resolution Board's
announcement on June 7, 2017, that it had taken a resolution
action in respect of Banco Popular.  This resulted from the ECB's
conclusion that the bank was failing or likely to fail as a
result of a significant deterioration in its liquidity position.
The resolution entailed the sale of Banco Popular to Banco
Santander S.A. (A-/Stable/A-2) for EUR1, after absorption of
losses by Banco Popular's shareholders and holders of Tier 1 and
Tier 2 capital instruments.

S&P's decision to upgrade Banco Popular to one notch below the
parent's 'a-' group credit profile reflects S&P's view of the
bank as a highly strategic subsidiary of Santander.  Banco
Popular represents around 10% of the Santander group's total
assets based on data as of year-end 2016, but it accounts for a
much more significant part at the domestic level, where Banco
Popular was the sixth-largest bank prior to its acquisition.
Both entities share the same retail business focus, and thus
Banco Popular will be an integral part of Santander's strategy in
Spain.

In addition, S&P expects that Banco Popular will benefit from
significant support from its new parent.  Santander will
undertake a deep restructuring of the bank.  Over time, this
should allow Banco Popular's performance to become more
successful.  That said, there is potential for unanticipated
risks to emerge given Banco Popular's very weakened financial
profile -- which ultimately led to its resolution -- and it
having only been very recently acquired.

Because S&P's ratings on Popular are now based on its highly
strategic status to Santander, S&P no longer assess the bank's
stand-alone credit profile.

S&P lowered the issue ratings on Banco Popular's nondeferrable
subordinated debt and preference shares to 'D' and subsequently
withdrew them to reflect the conversion of these instruments into
equity, and thereby fully absorbing losses and ceasing to exist,
as part of the resolution scheme.

The positive outlook on Banco Popular reflects the possibility
that S&P could raise its long-term rating on the bank in the next
two years as the integration process into Banco Santander
advances, with S&P concluding that it is a core subsidiary to its
parent.

S&P could revise the outlook to stable if the integration and
restructuring process of Banco Popular take longer than expected,
or if S&P sees unanticipated risks starting to arise.



===========
S W E D E N
===========


INTRUM JUSTITIA: S&P Cuts Counterparty Credit Ratings to 'BB+/B'
----------------------------------------------------------------
S&P Global Ratings lowered its long- and short-term counterparty
credit ratings on Sweden-based credit management services
provider Intrum Justitia AB (publ) to 'BB+/B' from 'BBB-/A-3'.
The outlook is stable.  S&P removed the ratings from CreditWatch,
where it placed them with negative implications on Nov. 14, 2016.

At the same time, S&P assigned its 'BB+' issue rating and a '4'
recovery rating to Intrum's proposed EUR3.0 billion senior
unsecured debt, indicating S&P's expectation of average recovery
(30%-50%; rounded estimate: 40%) in the event of payment default.
S&P also assigned its 'BBB' issue rating and recovery rating of
'1' to the company's proposed EUR1.1 billion revolving credit
facility (RCF).  This indicates S&P's expectation of very high
recovery (90%-100%; rounded estimate: 95%) in the event of
payment default.  The issue ratings are subject to S&P's review
of the notes' final documentation.

The downgrade reflects S&P's view that Intrum's acquisition of
Lock Lower Holdings (Lindorff) will go smoothly, but that initial
operational hurdles outweigh improvements in Intrum's business
risk profile provided by the larger scale and further
diversification.  S&P also believes the merger will weaken
Intrum's financial risk profile, and S&P sees increasing
competition pushing down margins in the debt collection and
purchasing industry.  These concerns, contribute to S&P's
selection of the 'bb+' anchor for Intrum, rather than 'bbb-'.

The proposed transaction is an all-share offer through which
Intrum will provide Lindorff's current owner, Swedish private
equity firm Nordic Capital, 45% ownership in the combined
company. Intrum will remain listed on the Stockholm stock
exchange with existing shareholders retaining 55% ownership.
Nordic Capital will be represented by three board members,
including Intrum's new chairman of the board, Per E Larsson, who
holds the same role for Lindorff.  They will join four existing
Intrum board members and another current Lindorff board member on
the enlarged board of directors (to be decided in a shareholders'
vote on June 29, 2017).  Nordic Capital will be restricted to
reducing its ownership share by one-third during the six months
after the deal closes.  The deal is expected to close by the end
of June 2017.

Following a review by the European competition authorities, a
divestment of some Nordic operations is required.  S&P
anticipates that the sale of these entities will be neutral to
the company's leverage and capital structure, given the
uncertainty of the eventual sale price and the potential for
Intrum to reinvest the proceeds into growth in other markets.
However, S&P notes that proceeds from the eventual sale of
Intrum's Norwegian business and Lindorff's Swedish, Danish,
Finnish, and Estonian businesses could be used to accelerate
deleveraging.  Intrum has been given six months to find a buyer
for these entities and the possibility to redeem EUR300 million
of the EUR3 billion senior unsecured debt during the first 12
months after closing.  In S&P's view, the decision to reinvest or
reduce debt, or both, will depend on the outcome of the
divestment and that a combination of the two is likely given the
attractiveness of a material Nordic NPL portfolio and third-party
collections business.

The merger of two of Europe's largest and most diverse credit
management service companies creates the undisputed European
leader in the segment and protects both parties from an expected
wave of further consolidation in the sector.  Excluding the
divested entities, S&P estimates the combined company's cash
EBITDA at just below Swedish krona (SEK) 7 billion (EUR715
million) during 2016, making the entity about twice as large as
its next largest European peer.  S&P expects cash EBITDA growth,
excluding one-off expenses related to the transaction to increase
at nearly 11% per year due to further expansion of debt
purchasing activity and acquisitions, improving Intrum's leverage
ratio over time from initial post-transaction levels of
approximately 3.9x gross debt to EBITDA.  S&P's debt measure
excludes cash balances, which have historically been about 0.2x
EBITDA for Intrum, but are more uncertain for the new entity.

Geographically, the combined entity will have a pan-European
presence with key markets in the Nordics, Switzerland, Eastern
and Central Europe, Spain, Germany, and France, alongside a
presence in most other Western European countries.  While S&P
believes that the merged entity could eventually lead to some
improvement in the group's competitive advantage and benefit its
scale, S&P believes that operational risks associated with the
transaction and initial costs of achieving desired synergies will
offset these improvements for the first 12-18 months following
the transaction's completion.

Based on the terms of the merger agreement and a capital
structure that considers the replacement of all of Lindorff's
outstanding debt as well as drawn funds from Intrum's existing
RCF, we assess the financial risk profile to be significant.  S&P
expects its debt to cash EBITDA levels will remain firmly in the
3x-4x range. While there is potential for further modest-sized
bolt-on acquisitions, management's stated goal is to successfully
complete the merger, achieve its desired synergies, and reduce
leverage toward a 3x multiple of cash EBITDA over the next three
to four years.

S&P remains conservative in its future leverage assumptions given
the abundance of growth and acquisition opportunities in the
market and the recent leverage trajectories of both companies
prior to the proposed merger.  In addition, S&P notes that Nordic
Capital will become a key and influential shareholder in Intrum.
S&P anticipates that Nordic Capital's ownership and influence
will decline over a two-to-three year exit horizon and note that
it was already seeking an exit strategy following a September
2016 announcement of plans for an IPO for Lindorff.

The stable outlook reflects S&P's expectation that the merger,
while adding leverage and operational risks, will be well managed
and that Intrum will work to reduce the initial increase in
leverage and take advantage of available synergies.  In S&P's
base case, it do not anticipate any changes to the rating over
the coming 12 months.

S&P could raise the rating if it saw steady improvement in
Intrum's credit metrics in the quarters after the transaction,
instilling confidence in the management's conservative financial
policy.  In addition, demonstrable synergies could result in
incremental improvements in the business profile, especially
supported by signs of deleveraging, including the use of sale
proceeds to reduce outstanding debt.

S&P could lower the rating if adjusted gross debt to EBITDA were
to exceed 4.0x, compared with the 3.9x S&P anticipates at the
time of the merger.  This could demonstrate that Intrum was less
committed to maintaining its conservative leverage and liquidity
policy, likely as a result of a higher-than-anticipated debt
portfolio or servicing company acquisitions.  Furthermore, while
unlikely given the geographic diversification of Intrum's revenue
streams, S&P could revise its assessment of its business risk
profile downward and lower the rating if collections performance
or regulatory pressures were to erode the group's profitability
and business model in its largest markets.


INTRUM JUSTITIA: Fitch Assigns 'BB(EXP)' LT Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has assigned Intrum Justitia AB (Intrum) an
expected Long-Term Issuer Default Rating (IDR) of 'BB(EXP)', an
expected Short-Term IDR of 'B(EXP)' and an expected senior
unsecured long-term debt rating of 'BB(EXP)'. The Rating Outlook
on Intrum's expected Long-Term IDR is Positive.

The expected ratings will convert to final ratings upon
finalisation of the combination of Intrum with another credit
management services provider/debt purchaser Lindorff Group,
provided that this is undertaken in a manner consistent with
Fitch's expectations, as outlined below. They assume remedies
needed to address the European Commission (EC) Directorate-
General for Competition's requirements are broadly in line with
Intrum's proposals.

On completion of the transaction, Intrum will acquire all
outstanding shares in Lindorff in exchange for newly issued
shares in Intrum. Pre-transaction Intrum shareholders will own
slightly more than half of the post-transaction share capital,
but Nordic Capital Fund VIII, currently the indirect majority
shareholder in Lindorff, will become the largest indirect
shareholder in the combined entity.

KEY RATING DRIVERS
IDRS AND SENIOR DEBT

Intrum's expected ratings reflect the combined company's well-
established and diversified franchise within the credit
management/debt purchaser sector. Once the Lindorff transaction
is completed, expected later this month, Intrum will in Europe be
materially the largest in its sector as measured by EBITDA. More
than half of its revenue will relate to servicing as opposed to
purchasing activities. While Intrum's business model remains
focussed on the narrow debt purchasing and collection markets,
its broad-based franchise within these industries supports Fitch
assessments of Intrum's company profile, which has a positive
influence on its expected ratings overall.

Since the Lindorff combination was announced, the EC has informed
the two parties of potential competition concerns in five
Nordic/Baltic markets. Intrum has proposed to divest of
Lindorff's business in Denmark, Estonia, Finland and Sweden, as
well as its own in Norway. According to Intrum, this action will
reduce pro-forma EBITDA (excluding the impact of portfolio
amortisation, synergies and non-recurring items) by an estimated
12%-13% from its previous level of around SEK5 billion, but
maintain the larger of the combining group's two pre-transaction
operations in each market. Given continuing leading market share
within each of the five affected countries, as well as the
breadth of the group's coverage across Europe as a whole, Fitch
continues to view Intrum's franchise positively for the expected
ratings.

The expected Long-Term IDR also takes into account Intrum's
leverage (as measured by gross debt/EBITDA), which has a high
influence on the expected ratings. On Fitch's calculations (pro-
forma for the merger at end-2016, adding back portfolio
amortisation, prior to proposed divestments) this would be
elevated post transaction-closing at around 4.1x. This would
equate to a quantitative benchmark score for leverage in the 'b'
category range under Fitch's Global Non-Bank Financial
Institutions Rating Criteria and therefore represents a
constraint on Intrum's expected Long-Term IDR and senior debt
ratings. Fitch expects only a marginal increase in the calculated
leverage figure from the net effect of the EC-mandated
divestments, as currently proposed, although sale proceeds could
also be used to pay down debt.

Fitch regards Intrum's risk controls (based on a three lines-of-
defence model) as good, and the combined group demonstrates a
track record in adequately pricing asset purchases. Asset quality
is driven by the accuracy of Intrum's pricing models and strength
of the company's collection activities, both of which Fitch views
as being in line with industry practice for the debt purchasing
segment of the wider finance company sector. While execution risk
exists on the acquisition and integration of Lindorff, Fitch
views it as manageable given both companies' significant M&A
experience and the similarities in risk governance between the
two institutions.

Intrum's profitability benefits from recurring cash flows within
the company's core businesses and an EBITDA margin, which remains
wide after excluding portfolio amortisation as non-margin
revenue. Pre-tax return on average assets will fall sharply
following the merger, in part reflecting the additional interest
expense burden associated with Lindorff's higher leverage, but
profitability will still be a rating strength. Compared with
smaller debt purchasers, profitability also has the advantage of
considerable geographic and product diversification.

While - similar to peers - Intrum's collection time horizon is
long (up to 180 months), forecasted collections are skewed
towards the first 84 months. This reflects Intrum's focus on
smaller ticket unsecured receivables and improves the
predictability and accuracy of its estimated remaining
collections. However, revenues are concentrated by activity given
strong correlation between offering debt purchasing and debt
collection activities.

The expected ratings also reflect Intrum's reliance on wholesale
funding sources, partially offset by the diversity and generally
stable nature of such sources. Intrum has signed a commitment
letter with a banking consortium enabling the refinancing of
Lindorff's financial debt in connection with the merger. The
commitment includes both a five-year EUR3 billion bridge
financing facility and a EUR1.1 billion revolving credit
facility. Fitch regards the revolving credit facility as
sufficient to support the merged group's near-term liquidity,
while also allowing for portfolio investment opportunities.
Interest coverage (EBITDA/interest expense) is adequate and in
line with Intrum's expected Long-Term IDR.

The Positive Outlook on the expected Long-Term IDR principally
reflects Fitch's expectation that leverage will fall in the
short-to-medium term post transaction, in accordance with the
business plan set out by management.

The expected rating assigned to Intrum's senior unsecured debt
reflects Fitch's view of average recovery prospects for the debt
class in the event of default.

RATING SENSITIVITIES
IDR AND SENIOR DEBT

Assuming Intrum's expected ratings convert to final ratings, a
sustained reduction of Intrum's cash flow leverage resulting in a
gross debt/EBITDA ratio well within Fitch's 'bb' category
quantitative benchmark range for leverage (2.5x to 3.5x), could
trigger an upgrade of Intrum's Long-Term IDR and senior debt
ratings, assuming other key rating drivers, notably Intrum's
franchise, remain unchanged (or improve).

Conversely, a delay in reducing cash flow leverage in line with
current management forecasts could lead to a revision of the
Rating Outlook to Stable from Positive.

Indication that revenue attrition would be higher than currently
expected, or an inability to realise anticipated cost synergies
within the current indicated timeframe, could also lead to a
revision of the Rating Outlook to Stable from Positive.

While the Positive Outlook means a downgrade is not anticipated,
Intrum's Long-Term IDR and senior debt ratings could be
downgraded if leverage weakens or an inability to address EC
disposal requirements affects Intrum's business model.

Intrum's Short-Term IDR would only change if the company's
Long-Term IDR is upgraded to 'BBB-' or higher or downgraded below
'B-'.

Intrum's senior unsecured debt rating is primarily sensitive to
changes in Intrum's Long-Term IDR. Changes in Intrum's debt
structure (e.g. a materially larger revolving credit facility
which ranks senior to senior unsecured debt) affecting Fitch
assessments of recovery prospects for senior unsecured debt in a
default scenario could also affect the expected bond rating and
result in the unsecured debt being notched below the IDR.


MUNTERS AB: S&P Raises CCR to 'B+' After IPO
--------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on Sweden-based air-treatment solutions provider Munters AB to
'B+' from 'B'.  At the same time, S&P removed the rating from
CreditWatch where it had placed it with positive implication on
May 18, 2017.

S&P also affirmed its ratings on Munters' senior unsecured
facilities.  The recovery rating remained unchanged at '4',
reflecting S&P's expectation of average recovery (30%-50%;
rounded estimate 40%) in case of default.

S&P subsequently withdrew all ratings at Munters' request.  The
outlook on the long-term rating was stable at the time of the
withdrawal.

The upgrade follows Munters' successful IPO on the Stockholm
Stock Exchange, which resulted in a new ownership structure, and
was accompanied by new financial targets.

The majority of the shares were offered by the company's
financial sponsor, Nordic Capital Fund VII. Following the
completion of the IPO, the sponsor's ownership has been reduced
to 50.1%.  In connection with the IPO, the shareholder loan of
about Swedish krona (SEK) 2.7 billion (about EUR0.27 billion) was
converted to equity through a directed set-off of new common
shares to the selling shareholder.  S&P has treated these loans
as equity, as such the conversion has not materially impacted its
forecast credit ratios.  The issuance of new shares resulted in
limited net proceeds, but in connection with the IPO, the company
also refinanced its senior secured facilities with new senior
unsecured facilities, resulting in lower interest expenses, which
positively affects credit ratios.

S&P forecasts adjusted debt to EBITDA of 3.5x-4.5x in 2017,
compared with 3.9x in 2016.  Although the financial sponsor
maintains a majority stake in the company, S&P views that the
broadening of the shareholder base as positive for the company's
financial policy and that the risk of debt increasing such that
adjusted debt-to-EBITDA increases to 5x has been reduced.  S&P
therefore revised the company's financial risk profile assessment
to aggressive from highly leveraged.  This is further supported
by the company's new leverage target of net debt to the company's
adjusted EBITDA of 1.5x-2.5x.  S&P views favorably the company's
leverage target, although S&P notes that it will likely take some
time for the company to reach those levels.  S&P notes that the
company intends to distribute annual dividends of 30%-50% of its
income, which, together with larger-than-expected acquisitions,
could weigh on credit ratios.  The aggressive financial risk
profile and stable outlook at time of the withdrawal however
reflect S&P's expectation that the company will maintain adjusted
debt to EBITDA below 5x.

At the time of withdrawal, S&P continued to assess Munters'
business risk profile as weak.



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


BELMOND INTERFIN: Moody's Rates Proposed $700MM Bank Facility B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Belmond
Interfin Ltd.'s proposed $700 million bank facility and affirmed
the company's B2 Corporate Family Rating, B2-PD Probability of
Default Rating and SGL-1 Speculative Grade Liquidity rating. The
B2 ratings on the company's existing senior secured revolver and
term loans are unchanged and will be withdrawn when the
transaction closes. The rating outlook is stable. All ratings are
dependent upon final review of documentation.

Belmond will use the proceeds of a $600 million term loan due
2024 (including dollar and euro tranches) to refinance the $334
million and EUR145 million outstanding under its term loans due
2021, refinance $45 million outstanding under its $105 million
revolver due 2019, fund future capex plans at the property and to
pay fees and expenses. At the same time, the company is seeking
to put in place a $100 million revolver due 2022.

"Pro forma for this transaction and the recent acquisition of Cap
Juluca, Moodys' adjusted leverage is 6.3x which is above Moody's
trigger for a downgrade of 5.5x," stated Peter Trombetta, an AVP-
Analyst at Moody's. "However, Moody's expects the company will
benefit from recent and continued improvements at its properties,
the recent launch of the Grand Hibernian, and the Confederations
Cup in Russia and be able to reduce its leverage to closer to
5.5x by the end of 2018," Trombetta added.

Assignments:

Issuer: Belmond Interfin Ltd.

-- Senior Secured Bank Credit Facility, Assigned B2(LGD4)

Outlook Actions:

Issuer: Belmond Interfin Ltd.

-- Outlook, Remains Stable

Affirmations:

Issuer: Belmond Interfin Ltd.

-- Probability of Default Rating, Affirmed B2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed B2

RATINGS RATIONALE

Belmond's B2 Corporate Family Rating reflects its high leverage
while earnings lag the debt used to fund the Cap Juluca
acquisition and capex spent for recently completed renovations at
several properties. Leverage is expected to exceed 6.0x for the
next 12 months and decline thereafter due to EBITDA growth. The
rating also considers Belmond's very small scale in terms of
revenues and number of hotel rooms versus other hotel operators,
its geographic concentration in Italy and Peru and high earnings
seasonality. The rating is supported by Belmond's very good
liquidity and its well-known properties such as Belmond Hotel
Cipriani in Venice Italy and Belmod's Sanctuary Lodge in Machu
Picchu Peru. While it is difficult to place a value on Belmond's
portfolio of unique properties, Moody's believes that even in a
distressed sale scenario Belmond's owned assets would be
sufficient to cover its funded debt.

The stable rating outlook reflects that Moody's expects the
company's earnings will continue to grow due to the positive
impact from property renovations, the recent launch of the
Belmond Grand Hibernian, and the Confederations Cup in Russia
will offset earnings pressure in Brazil in 2017 following the
Olympics in 2016 and the country's economic weakness.

Given Belmond's very small scale and geographic concentration,
Moody's expects it to maintain stronger credit metrics relative
to its rating category. Belmond's ratings could be upgraded
should debt to EBITDA be maintained below 4.5x while maintaining
EBITA to interest expense above 2.5x and EBITA margins above 15%.
Ratings could be downgraded should it become likely that
Belmond's debt to EBITDA would remain above 5.5x, should EBITA to
interest expense approach 1.25x, or should Belmond's liquidity
materially weaken. Following the Cap Juluca acquisition, leverage
will be above Moody's downgrade trigger, however, Moody's
anticipates leverage will decrease over the next year as
discussed above and approach 5.5x by the end of 2018.

Belmond Interfin Ltd. is a wholly owned subsidiary of Belmond
Ltd. Belmond Ltd. owns, part owns, or manages 37 deluxe hotels
and resort properties, including one restaurant, and tourist
trains and river cruises around the world. Annual revenues are
about $550 million.

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


NEW LOOK: S&P Lowers CCR to 'B-' on Weak Earnings
-------------------------------------------------
S&P Global Ratings said that it has lowered its long-term
corporate credit rating on U.K. apparel retailer New Look Retail
Group Ltd. to 'B-' from 'B'.  The outlook is negative.

At the same time, S&P lowered to 'B-' from 'B' its long-term
issue ratings on New Look's GBP700 million and EUR415 million
senior secured notes, in line with the corporate credit rating.
S&P has also revised its recovery rating to '4' from '3' on both
of these notes, reflecting S&P's expectation of average recovery
(30%-50%; rounded estimate: 40%) in the event of default.

S&P has also lowered to 'CCC' from 'CCC+' its long-term issue
ratings on the group's GBP200 million senior unsecured notes (of
which GBP176.7 million remain outstanding).  The recovery rating
is unchanged at '6', indicating S&P's expectation of negligible
recovery in the event of default.

Negative like-for-like sales and EBITDA margin decline underlined
New Look's underperformance in financial 2017 (ending March 25)
and resulted in materially negative free operating cash flows
(FOCF).  This has led to credit metrics that are materially
weaker than S&P's previous base case, with adjusted debt to
EBITDA climbing to about 7.0x and adjusted funds from operations
(FFO) to debt dropping to below 7%.

S&P continues to forecast soft trading conditions in the U.K.
over the next two years.  S&P believes this will continue to
weigh on New Look's top-line, and even more so, on its operating
margins as the effect of pre-Brexit hedges wears off.  This,
combined with the group's continued commitment to its ambitious
growth strategy -- which is reliant on opening more stores in the
U.K. and in China along with significant investment in e-commerce
capabilities -- will, in S&P's opinion, result in a prolonged
period of cash outflows if the company and its shareholders do
not seek alternative sources of financing.

S&P thinks weak operating trends in the apparel retail sector are
a result of both cyclical headwinds exacerbated by the Brexit
vote and a secular change in consumer spending habits.  Consumers
have increasingly shifted their purchases online, drawn by
convenience, selection, and price transparency.  While New Look
continues to expand its e-commerce business, revenue at its
physical stores still comprises the vast majority of retail
revenues.  S&P expects the difficult conditions of the past
several quarters to continue through calendar years 2017 and
2018.  S&P thinks the company's focus on raising average prices
in the middle-to-upper end of its pricing architecture, tighter
inventory management, and meaningful staff cost initiatives will
mitigate some of the cost inflation resulting from the pound
sterling weakening versus the U.S. dollar, wage inflation, and
investment in omni-channel capabilities.  However, in S&P's view,
slowing customer traffic and the highly competitive environment
will outweigh the benefits from these initiatives.

At the same time, S&P thinks that New Look's channel diversity
will continue to improve as revenue and earnings contribution
from e-commerce expands rapidly, which should support the
company's business model by mitigating an expected decline in
U.K. store sales.  S&P expects this will be marginally dilutive
to gross margins, exacerbated by the continued weakness of
sterling relative to the dollar.  While S&P expects geographic
diversity to continue to improve as the group expands in China,
these operations look set to remain unprofitable in the short
term and thus provide little protection against the weakening
U.K. market.

In S&P's opinion, New Look's concentration on the U.K. apparel
market, where it generates roughly 65%-70% of its revenues, and
its positioning in the highly competitive and fragmented fast-
fashion segment of the apparel sector, leaves it materially
exposed to macroeconomic headwinds and fashion risks.  Against
the backdrop of sustainably lower adjusted EBITDA margins of 19%-
21% compared to about 25%-28% historically, S&P has revised down
its assessment of New Look's business risk profile to weak from
fair.

S&P thinks that meaningful industry secular and cyclical
headwinds -- as well as the impact of the U.K.'s recent Brexit
decision on consumer confidence, discretionary spending, and
sterling value -- will escalate over the next two years.  In
S&P's view, these will more than offset the company's various
operating initiatives and could sustainably hurt the efficiency
of the company's operations and its competitive standing.
Although currently sufficient to cover the next 12 months, S&P
thinks this will begin to weigh on the group's liquidity toward
the end of the year, absent a significant improvement in
operating performance.

At the same time, S&P considers long remaining maturities on the
outstanding bonds, absence of mandatory maintenance covenants so
long as the revolving credit facility (RCF) is less than 25%
drawn, and flexibility afforded by the discretionary nature of
forecast capital expenditures (capex) will support the rating in
the short term.

S&P assumes:

   -- Moderate U.K. real GDP growth, forecast to be 1.7% in 2017
      and 1.2% in 2018, with consumer price inflation of 2.6% in
      2017 and 2.3% in 2018, driven by exchange rate pressures,
      some of which will be passed on to consumers and suppliers.
      S&P also expects a slowdown in the growth of real
      consumption in the U.K. to 2.6% in 2017 and 2.5% in 2018;

   -- Sales decline of 2%-4% in the financial year (FY) ended
      March 31, 2018, and a further decline of 1%-2% in FY 2019,
      with contribution from online and international markets
      only partially offsetting soft like-for-like trading in
      U.K. stores;

   -- S&P Global Ratings-adjusted EBITDA margin of 19%-21% over
      the next two years (compared with 21.0% in FY 2017 and 25%-
      28% historically) due to continued pricing pressures, the
      dilutive effect of increasing e-commerce contribution, the
      impact of rising labor and marketing costs, and the
      unfavorable effect of foreign movements on input costs as
      pre-Brexit hedges roll off; and

   -- Capex of GBP70 million-GBP80 million, in line with
      historical levels and management guidance, and including
      growth spending on further expansion in China, the U.K. and
      on e-commerce and inventory management software.

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

   -- Adjusted EBITDA of GBP280 million-GBP305 million in FY
      2018, compared with the GBP305 million generated in FY
      2017;
   -- Adjusted debt to EBITDA of 7.0x-8.0x in both FY 2018 and FY
      2019;
   -- Adjusted FFO to debt of 6%-8% both FY 2018 and FY 2019;
   -- Reported FOCF burn of up to GBP45 million in FY 2018; and
   -- Adjusted EBITDAR (EBITDA plus rent) to cash interest plus
      rent coverage (EBITDAR coverage) of 1.0x-1.2x.

The negative outlook reflects S&P's view that New Look's
operating performance will remain under pressure, against a
backdrop of challenging trading conditions in the U.K. apparel
retail market.

S&P could lower the ratings if New Look fails to improve its
earnings and return to positive reported FOCF generation.  S&P
thinks this could render the group's capital structure
unsustainable or weaken its liquidity.

S&P could revise the outlook to stable if it anticipated that New
Look would return to sustainably positive like-for-like revenue
and EBITDA growth, along with material FOCF generation.  This
would demonstrate a sustainable trend of deleveraging and
underpin continued adequate liquidity, in S&P's view.


OCADO GROUP: Fitch Assigns First-Time BB- Long-Term IDR
-------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating
(IDR) of 'BB-' to Ocado Group plc. The Outlook is Stable. Fitch
has also assigned an expected rating of 'BB(EXP)' to its planned
seven-year GBP200 million senior secured guaranteed bond.

The assignment of the final ratings is subject to receipt of
final bank loan and bond documentation being substantially on the
terms as presented to Fitch.

Ocado's 'BB-' IDR reflects its favorable market position and
competitive advantages as a pure-play online grocery retailer,
despite its small scale and the strong competition in food
markets in the UK. A lean cost base supports the group's
profitability as reflected in solid EBITDAR and FFO margins.
These are in line with the ratings, but are counterbalanced by a
negative FCF margin, due to current and committed investments to
support its distribution platform in 2017 and 2018. As a point of
possible vulnerability Fitch also note the strong reliance of its
pricing competitiveness on a joint supply agreement with Waitrose
(maturing in 2020), and profit dependence on the single
distribution arrangements on behalf of Morrisons. The rating is
underpinned by moderate leverage and Fitch expectations of
deleveraging capacity, as the business matures, along with strong
financial flexibility for the rating.

KEY RATING DRIVERS

Positive Market Share Trend: The rating reflects Ocado's growing
market share, especially against the "big four" UK food
retailers, which are struggling to manage their multi-format
legacy store base whilst running their online operations rather
inefficiently. This helps to counterbalance the group's small
scale, its narrow geographic diversification (most of UK now),
and overall market share position.

According to Kantar Worldpanel, Ocado has doubled its market
share since end-2014 - helped by the lack of cannibalisation of
other channels, and it now accounts for 1.3% of food retail sales
as its revenue continues to grow in the low to mid-double digits.
This is ahead of the overall online grocery market, which
currently has a growth rate of 7.8%. Fitch also estimates Ocado's
market share in online grocery retail at around 15%. The
calculation excludes Morrison's online operations which are run
exclusively on Ocado's Smart Platform. This is an important
support to the rating along with Ocado's well-diversified
customer base across ages and household income levels.

Strong Online Presence: Ocado's dedicated online presence
reflected in its unique end-to-end operating solution for online
grocery retail based on proprietary intellectual property and
technology -- and the lack of costs associated with running a
brick-and-mortar store network -- is a key differentiating factor
from competitors. Moreover, the group's ability to offer products
that are exclusively supplied via Ocado provides a solid product
and service offering. This is supported by more recent brand
additions such as Fabled (in combination with Marie Claire),
Fetch (pet store) and Sizzle (kitchen and dining) along with its
exclusive supply partnership with Waitrose.

Manageable Competition: Fitch considers Ocado a disruptive player
in the online grocery retail sector. It competes by focusing on
improving its customer proposition to support growth and driving
efficiency through scale, technology and operational
improvements. The rating reflects Fitch views of moderately high
barriers to entry in grocery retailing due to low growth rates,
rapid e-commerce development, the need to manage different
temperature environments (fresh, frozen) in delivering products
to consumers, supplier relationships, brand and identity.

In the UK, aside from the "big four" retailers which manage
online operations as a separate channel but struggle to increase
market share, Amazon is also extending its grocery distribution
offering -- especially in south-east England. However, Fitch does
not currently see Amazon as the biggest threat as its service may
struggle to achieve the extensive range of products, delivery
capabilities and pricing of Ocado.

Weak Profitability in 2017-18 to Improve: Ocado has an EBITDAR
margin (similar to FFO) of 6%-7% which is solid for a grocery
distribution business, especially relative to other online
retailers where margins are often very low. This reflects Ocado's
right-sized operations and appropriate cost base. Fitch expects
some weakness in EBITDAR margins in 2017-18 due to start-up costs
associated with new operations of the Andover and Erith Customer
Fulfilment Centres (CFCs) at a time of high competition.

Over 2017-2018, Fitch expects some downward pressure on gross
margins, mitigated by cost optimisation. As it expects sales
growth to stay on course, Fitch assumes Ocado will naturally
benefit from greater operating leverage and should see its
EBITDAR margin improve by around 80bp between 2018 and 2020. The
rating is predicated upon free cash flow (FCF) achieving break-
even in 2019-20 as Fitch think that management will assess new
expansionary projects then in light of the competitive landscape
and funding environment.

IP Licensing Provides Upside: Fitch expects Ocado's cash flows
will continue to stem from its own online grocery distribution
business over the rating horizon. However, some upside exists
from franchising its technology/intellectual property (IP) via
its Solutions Business to other retail partners -- in addition to
other third-party arrangements with Morrisons and Dobbies Garden
centres -- as well as international retailers wishing to develop
their online retail businesses. Fitch expects only moderate
absolute sales and profits from such contracts, but these would
help diversify the group's income flows, providing some stability
and visibility beyond its own retailing platform.

Moderate Leverage over Rating Horizon: Ocado has a good record of
profitable growth whilst maintaining a prudent balance sheet.
Management sees leverage (net debt to EBITDA) of 2.5x as
appropriate for the business, with temporary increases possible
to accommodate capacity increases. At present the strategy is
focused on organic growth with no M&A or dividends, which Fitch
believes is sensible. In Fitch views Ocado's conservative
financial policy is an important safeguard for the rating. The
degree of visibility over the next few years' sales growth
mitigates the risk that remaining capex may drag FCF generation
through to 2019.

Fitch projects FFO adjusted leverage will peak at 4.7x, and then
fall to 3.4x by 2020, a level fully compatible with a 'BB' rating
category for the sector. This financial risk profile represents
moderate refinancing risks. In Fitch leverage computation Fitch
includes 50% of the debt owed to MHE JVCo, in which Ocado and
Morrisons own a 50% equity interest, to cover for any operational
risks (and service execution) which Fitch believes stays with
Ocado, and 50% of debt owed to Morrisons -- likely to be paid in
service provision over the length of its long-term contract.

Considerable Financial Flexibility: Following the planned debt
refinancing, Fitch expects Ocado will have sufficient financial
flexibility to conduct its capex programme. This is supported by
the group's clear commitment to maintain a conservative policy
with only modest deviations allowed, a well-spread and long-dated
debt maturity profile, and limited FX exposure. Moreover, Fitch
expects strong FFO fixed charge cover and EBITDAR to interest
plus rents for the rating (in the range of 2.7- 3.7x over the
rating horizon), aided by low operating leases. The level of
leases is a key reflection of Ocado's different asset and cost
base relative to traditional retailers.

Above-Average Bond Recovery Expectations: Both the planned bond
and RCF are first-lien and secured by pledges over all of the
issued share capital of each guarantor. Based on the transitional
recovery approach, Fitch believes there is value available as a
growing online grocery retailer and as a developing technology
provider to attract enough interest from potential trade buyers
in the event of distress. This results in the planned notes rated
'BB(EXP)', which is one notch higher than the IDR. The proposed
guarantors represented, after deducting intercompany
eliminations, GBP88.1 million, or 115.3%, of EBITDA (as defined
in indenture) and GBP248.1 million, or 94.6%, of Ocado's net
assets for the 52 weeks ended 27 November 2016.

Even conservatively taking into account the debt owed to MHE JVCo
(as it is not a guarantor of the planned notes and thus the debt
at JV will rank senior to the notes), the level of priority debt
to EBITDA would equate to around 1.5x. Fitch expects this to fall
over time driven by capital amortisation of lease payments
staying well below the threshold of 2.0- 2.5x that Fitch
considers material to trigger structural subordination for
holding-company creditors.

DERIVATION SUMMARY

Ocado's 'BB-' IDR is well positioned relative to traditional food
retail peers on each major comparative except scale and
diversification. However, given Ocado's exclusive presence in the
online channel, it benefits from positive sector trends which is
reflected in its growing customer base and increasing market
share in UK grocery as a whole and mostly in online. Ocado's
profitability measured as FFO margin and EBITDAR margin trend is
stronger than Tesco's (BB+/Stable) but capex will translate into
negative FCF in 2017-18.

KEY ASSUMPTIONS

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

- increase in average basket size in the financial year to
   November 2017 (FY17) at a slower pace than inflation;

- deterioration in EBITDA margin of up to 80bp by 2018 followed
   by improvement of similar magnitude by 2020 after completion
   of the CFC at Erith, on higher operating efficiency;

- capex to peak at 12% of sales in FY17, fall to 10% of sales in
   FY18, and stabilise at around 6% thereafter partly dependent
   on funding available;

- discretionary capex in FY17/FY18 (together almost GBP300
   million) to be funded by CFO and proceeds from planned bond
   offering, around GBP70 million and GBP80 million in 2019/ 20
   including technology investments;

- no dividend payments over FY17-FY20;

- FCF to remain negative in FY17/18 and breaking even in FY19.

RATING SENSITIVITIES

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

- Increasing scale and diversification either linked to greater
   product mix, continuing growth of its customer base (market
   share) or new partner retailers under the Solutions Business
   while maintaining an FFO margin consistently above 5%
   post-2018 demonstrating a more mature business risk profile

- FFO-adjusted gross leverage trending to 3.5x on a sustained
   Basis

- Maintenance of solid financial flexibility including strong
   FFO fixed charge coverage and liquidity available

- Prudent growth strategy reflected in higher share of capex
   funded internally leading to FCF neutral

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

- FFO margin erosion to below 3% indicating slower than expected
   new capacity take up, weaker pricing power and/or intensifying
   competitive pressure in its own grocery distribution platform

- FFO-adjusted gross leverage staying above 4.5x on a sustained
   basis

- Diminished financial flexibility reflected by deterioration of
   liquidity position as a result of higher capex leading to
   continuing negative FCF in the mid-single digits of sales,
   worse working capital turnover, and/or FFO fixed charge
   coverage below 2.5x on a sustained basis

LIQUIDITY

Adequate Liquidity: Liquidity is sufficient to meet Ocado's
short-term debt obligations and would be improved after the
pending transaction of a new GBP200 million bond issue. The size
of the RCF would be reduced from GBP210 million to GBP150 million
as the cash proceeds from the bond issue will be used to repay
the outstanding RCF of GBP87.5 million. The maturity of the RCF
would be also extended from July 2019 to June 2022 and it is
expected to remain undrawn after the transaction. Fitch expects
the group to use the additional liquidity to fund primarily its
development of the Andover and Erith CFCs.


SENTINEL BREWHOUSE: Owner Explains Severe Difficulties in Video
---------------------------------------------------------------
Darren Burke at The Star reports that Alex Barlow, owner and
founder of the Sentinel Brewhouse, a Sheffield city center
restaurant, bar and brewery in Shoreham Street declared insolvent
with debts of GBP1 million, has taken to Facebook to explain the
venue's "severe difficulties" in a frank video.

Mr. Barlow has revealed that unexpected building costs and a
batch of stolen beer had contributed to the bar entering into a
Company Voluntary Agreement -- which means the venue will stay
open and continue trading while talks are held with creditors in
a bid to sort out its finances, The Star relates.

In the clip, posted on the bar's Facebook page Mr. Barlow, as
cited by The Star, said: "We find ourselves in a really difficult
situation, a situation that none of us ever thought we'd be in or
wanted to be in. "Everyone who has ever founded a business of
their own will know that it's not easy.  It's not easy getting
through your first year of trading.  We found that first year
very stretching -- more so than we'd ever imagined."

Sentinel has called in city accountants Graywoods to sort out the
situation after the bar, which only opened in a former carpet
showroom last summer, revealed the extent of its financial
problems, The Star discloses.

According to The Star, added Mr. Barlow in the clip: "Our budget
for building the place was significantly exceeded -- three times
the initial quotations.  And we had other difficulties -- 80% of
our first batches of bottled beers were stolen, causing massive
interruption to our sales plans and cash flows, all of which has
given us some severe difficulties."

"It was decided that a Company Voluntary Arrangement would be the
most appropriate option to allow the company to continue trading
whilst addressing their debts," The Star quotes a spokesman for
Graywoods as saying.

"A CVA is a formal procedure which enables a company which is
insolvent, yet has a good underlying business, to make a proposal
to its creditors that they accept a distribution in full and
final satisfaction of their debts, so as to secure the company's
continued survival."

In order for the CVA to become binding on creditors, it must be
approved by 75% or more of creditors, voting on the resolution to
accept or reject the CVA, The Star notes.

A virtual meeting of creditors has been called for 10:00 a.m. on
June 27 to consider the proposal, The Star discloses.


                            *********

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
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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-
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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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Peter A. Chapman, Editors.

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

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