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

                           E U R O P E

            Tuesday, July 18, 2017, Vol. 18, No. 141


                            Headlines


F I N L A N D

NORDIC PACKAGING: S&P Affirms 'B' CCR on Planned Refinancing


F R A N C E

CGG SA: Wins U.S. Recognition of French Proceeding
NOVACAP GROUP: Moody's Affirms B1 CFR, Outlook Stable


G E R M A N Y

NOBLE GROUP: German Unit Enters Voluntary Liquidation
SOLARWORLD AG: Needs to Shed Jobs Amid Rescue Efforts
TECHEM GMBH: S&P Affirms 'BB-/B' CCR on Proposed Refinancing

* German RMBS 90+ Day Delinquencies Improve in 6Mos. Ended April


G R E E C E

PARAGON SHIPPING: Fails to Comply with OTC Bid Price Rules


I R E L A N D

CLONTARF PARK: Moody's Assigns B1(sf) Rating to Class E Notes
CVC CORDATUS IX: Moody's Assigns (P)B2 Rating to Cl. F Notes
CVC CORDATUS IX: S&P Assigns Prelim. B- Rating to Class F Notes
ST. PAUL'S CLO V: Moody's Assigns (P)B2 Rating to Class F Notes
ST. PAUL'S CLO V: Fitch Assigns B-(EXP) Rating to Class F Notes


I T A L Y

IMPREME SPA: Varde Partners to Take Over 40% of Business
MONTE DEI PASCHI: Moody's Hikes Long-Term Deposit Rating to B1


L U X E M B O U R G

TOPAZ MARINE: Moody's Affirms B3 Sr. Unsecured Instrument Rating


L I T H U A N I A

SIAULIU BANKAS: Moody's Puts Ba1 LT Rating on Review for Upgrade


N E T H E R L A N D S

PZEM NV: S&P Lowers Corp. Credit Rating to 'BB', Outlook Stable


N O R W A Y

LYNGEN MIDCO: S&P Affirms then Withdraws B+ Corp. Credit Rating
NORSKE SKOG: Creditor Groups Put Rival Debt Restructuring Plans


P O R T U G A L

TAGUS SOCIEDADE: Moody's Assigns Ba2(sf) Rating to Cl. B Notes


R U S S I A

MAGNITOGORSK IRON: Fitch Raises Long-Term IDR from 'BB+'
RENAISSANCE CREDIT: S&P Affirms 'B-/B' Counterparty Credit Rating
RUSSIAN INT'L: Moody's Withdraws Caa2 LT Deposit Rating
VOLGOGRAD CITY: Moody's Affirms B2 LT Rating, Outlook Stable


S P A I N

BANCO POPULAR: Investors to Push Through with Legal Action


S W E D E N

COMPONENTA WIRSBO: Files for Bankruptcy in Sweden


T U R K E Y

TURKIYE HALK: Moody's Confirms Ba1 LT Sr. Unsecured Debt Rating


U N I T E D   K I N G D O M

AA BOND: S&P Affirms B+ Rating on Class B2 Notes
CARDINAL HOLDINGS: S&P Assigns Prelim. 'B' CCR, Outlook Stable
CARILLION PLC: May Need Emergency Fundraising
CARILLION PLC: Appoints HSBC as Financial Advisor
CARILLION PLC: Taps Ernst & Young to Support Strategic Review

CASTELL 2017-1: Moody's Assigns Caa1 Rating to Class F Notes
NORDIC PACKAGING: Moody's Revises Outlook Neg., Affirms B1 CFR
PREMIER OIL: Refinancing to Take Effect on July 28


                            *********



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F I N L A N D
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NORDIC PACKAGING: S&P Affirms 'B' CCR on Planned Refinancing
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' long-term
corporate credit rating on Finland-based Nordic Packaging And
Container (Finland) Holdings Oy (NPAC), as well as the 'B' rating
on the parent of the consolidated group, Nordic Packaging And
Container Holdings Ltd. (NPCH; formerly Nordic Packaging And
Container (UK) Intermediate Holdings Ltd.). The outlook on both
of these entities is stable.

S&P said, "We also affirmed our 'B' issue rating on the existing
EUR240 million secured first-lien term loan. We revised the
recovery rating downward to '4' from '3', reflecting our reduced
recovery expectations as a result of the increased debt amount,
with average recovery of around 45% for the secured lenders in
the event of a payment default.

"At the same time, we assigned our issue rating of 'B' and
recovery rating of '4' to the group's proposed EUR75 million add-
on to its first-lien term loan.

"We affirmed the 'CCC+' issue rating on the group's second-lien
debt. The recovery rating on the debt remains unchanged at '6'.
We will withdraw the ratings when the loan is repaid with the
expected proceeds of the first-lien add-on.

"The rating affirmation reflects our view that the group's
proposed plans of upsizing its first-lien term loan in order to
repay its second-lien loan and fund a dividend to shareholders
will have a relatively limited net effect on forecast S&P Global
Ratings-adjusted credit metrics."

NPAC is proposing to use the proceeds of a new EUR75 million add-
on to its first-lien term loan to repay in full the group's EUR35
million second-lien term loan, as well as distribute the balance
of approximately EUR36 million after fees as a dividend to
shareholders.

S&P said, "The transaction results in a modest increase in
adjusted leverage to around 5.4x, against our expectations of
5.0x in 2017, with the higher leverage limited by strong year-to-
date performance that we anticipate NPAC will maintain going
forward. Overall interest costs are broadly flat as a result of
the repayment of the second-lien loan, leaving our funds from
operations (FFO) to debt forecasts unchanged at just below 12%,
while we now expect EBITDA interest coverage to improve to around
3.5x compared with our previous expectations of around 3.0x.

"We therefore continue to expect that credit metrics that will
remain at the stronger end of our highly leveraged financial risk
profile category, supported by steady earnings growth over the
next 12-24 months. We anticipate that the company will continue
to generate moderate free cash flow and maintain adequate
liquidity while balancing its growth objectives, but that any
deleveraging is unlikely to be sustainable given likely growth
investment plans and the relatively aggressive financial policies
of the group's financial sponsor shareholder.

"We view NPCH's business risk profile as weak, given the group's
limited overall scale and scope compared to peers, high asset and
customer concentration, with a single paper mill in Finland for
its packaging paper business, and limited pricing power. The
coreboard and cores operations are fragmented, competitive, and
commoditized in nature, with exposure to volatile prices of raw
materials -- in particular recycled-content product. Partly
offsetting these weaknesses are the group's strong niche position
in the highly consolidated Nordic semi-chemical fluting market,
with premium pricing and a good degree of geographical and end-
market diversity, high barriers to entry in the packaging paper
business given significant initial plant investments, and
longstanding customer relationships."

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

-- A strong boost in sales by around 20% in 2017 owing to the
    full consolidation of Harvestia, but limited underlying
    organic sales of 0%-2% over the next two years, with some
    pricing pressure in packaging papers and a challenging
    macroeconomic environment;
-- An adjusted EBITDA margin of about 15.0%;
-- Capital expenditures (capex) of about EUR12 million-EUR15
    million annually; and
-- EUR5 million in acquisitions and EUR36 million in dividends
    outflows for 2017, with none forecast thereafter.

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

-- S&P Global Ratings-adjusted debt to EBITDA of around 5.4x for
    2017, with the potential for some gradual improvement to
    around 5.0x thereafter; and
-- FFO to adjusted debt of about 12% over the next 12-18 months.

S&P said, "The stable outlook on NPCH reflects our expectation
that the company will experience fairly predictable business
conditions and generate stable cash flow over the next 12 months,
based on its strong customer relationships and stable end
markets. We expect NPCH to maintain adjusted debt to EBITDA of
just over 5x and FFO to debt of about 12% over the next 12
months, which gives the group some headroom to weather short-term
weaker operating performance.

"We could lower the ratings if the company's liquidity position
deteriorates or if earnings and cash flow decline unexpectedly
because of weaker demand for its products. We could also lower
the ratings if financial policy decisions weaken its financial
profile or cause financial metrics to materially deviate from our
expectations. A downgrade could also stem from a significant
shortfall in operating performance compared with our base case.
This could occur as a result of the loss of key customers,
prolonged plant closures, or challenging macroeconomic
conditions, such that earnings and cash flow
generation lead to weaker liquidity, FFO cash interest coverage
falling below 1.5x, or FFO to debt falling to below 6%.

"We could raise the ratings if the company showed a higher-than-
expected improvement in profitability, leading to stronger credit
metrics in line with levels we view as commensurate with an
aggressive financial risk profile over a sustained period.
Specifically, this would include a ratio of adjusted FFO to debt
of more than 15% and debt to EBITDA of less than 4.5x, on a
sustained basis. However, this would need to be supported by
evidence of the private equity owners committing to a financial
policy commensurate with these metrics, which we feel is now more
remote as a result of this transaction."


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F R A N C E
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CGG SA: Wins U.S. Recognition of French Proceeding
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order dated July 13, 2017, recognizing CGG S.A.'s
Safeguard Proceeding in France as a "foreign main proceeding"
pursuant to sections 1517(a) and 1517(b)(1) of the Bankruptcy
Code.

Beatrice Place-Faget is recognized as the "foreign
representative" as defined in section 101(24) of the Bankruptcy
Code in respect of the Safeguard Proceeding, which is pending
before the Tribunal de Commerce de Paris (Commercial Court of
Paris).

Ms. Place-Faget said in her Chapter 15 petition for CGG that the
Foreign Debtor has its "center of main interests" as referred to
in section 1517(b)(1) of the Bankruptcy Code.  As such, the
Safeguard Proceeding is a "foreign main proceeding" pursuant to
section 1502(4) of the Bankruptcy Code and is entitled to
recognition as a foreign main proceeding pursuant to section
1517(b)(1) of the Bankruptcy Code.

No objections or responses were filed to the relief requested in
the Chapter 15 Petition.

                  About CGG Holding (U.S.) Inc.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves. The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.  CGG is listed on the Euronext Paris SA (ISIN:
0013181864) and the New York Stock Exchange (in the form of
American Depositary Shares, NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a Chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada
Ltd. also commenced proceedings under the Companies' Creditors
Arrangement Act in the Court of Queen's Bench of Alberta,
Judicial District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.

United States Bankruptcy Judge Martin Glenn oversees the Chapter
15 case.

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case. The Debtors
hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is AlixPartners, LLP.  Lazard
Freres & Co. LLC, serves as investment banker.  Prime Clerk LLC
is the claims agent in the Chapter 11 cases.

Messier Maris & Associes and Millco Advisors, LP, is the
financial advisors to the Ad Hoc Noteholder Group, and Willkie
Farr & Gallagher LLP and DLA Piper UK LLP, is legal counsel to
the Ad Hoc Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.

Ashurst serves as counsel to Wilmington Trust (London) Limited as
successor agent to Natixis under the French Revolver.  Latham &
Watkins LLP, serves as counsel to Credit Suisse AG as
administrative agent and collateral agent under the U.S.
Revolver.  Ropes & Gray LLP, serves as counsel to Wilmington
Trust, National Association as administrative agent under the
U.S. Term Loan.

Hogan Lovells U.S. LLP, serves as counsel to the Indenture
Trustee in its separate capacities as indenture trustee under
each of the three series of High Yield Bonds.

Darrois Villey Maillot Brochier and A.M. Conseil represent JG
Capital Management, in its capacity as representative of the
holders of the Convertible Bonds.  Orrick Herrington & Sutcliffe
LLP, represents counsel to DNCA.


NOVACAP GROUP: Moody's Affirms B1 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) of Novacap Group Holding and its B1-PD probability
of default rating (PDR). Concurrently, the rating agency has
affirmed the B1 rating on the existing EUR435 million term loan B
(TL B) due 2023 and the EUR90 million revolving credit facility
(RCF) due 2022 raised by Novacap Group Bidco, a direct subsidiary
of Novacap, and has assigned a B1 rating on the EUR225 million
equivalent add-on TL B which Novacap Group Bidco will borrow in
order to fund the acquisition of two fine chemical companies,
French-based PCAS (unrated, currently listed on Paris Euronext)
and UK-based Chemoxy International Ltd (unrated). The outlook on
all ratings is stable.

RATINGS RATIONALE

The affirmation of Novacap's B1 CFR reflects the company's (1)
defensible market positions in Europe in mostly non-cyclical and
resilient end markets, with high regulatory requirements and need
for quality providing relevant barriers to entry; (2) growing
focus on penetrating the more profitable and resilient
pharmaceutical industry, with the recent acquisition of PCAS in
line with this strategy; (3) long-term customer relationship and
strategic location close to its end customers; (4) healthy EBITDA
margin at c. 15% in 2016 and on a forward looking basis pro-forma
for the two acquisitions; (5) good liquidity supported by c.
EUR50m of cash and a EUR90 million revolving credit facility
assumed to be mostly undrawn at transaction closing; and (6) very
gradual deleveraging projected from mid-2017 onwards, when the
company should return to positive free cash flow, following non-
recurring peaking capex requirements in 2016 and early 2017 to
build a new greenfield sodium bicarbonate plant in Singapore.

The acquisitions of Chemoxy and PCAS will strengthen Novacap's
core business, allowing higher diversification into less cyclical
and more profitable businesses, and will increase the scale of
Novacap, which however would still remain overall limited at c.
EUR840.8 million of pro-forma revenues, vs EUR606 million stand-
alone reported in 2016.

The rating is however weakly positioned, as it is constrained by
the company's (1) relatively small size and limited international
scale compared to much larger and diversified global competitors;
(2) sensitivity to raw material price volatility, especially
benzene, albeit tempered by the natural hedge provided by its
vertically integrated business model; (3) exposure to GDP-linked
and some lower margins products of its performance chemicals
division, although the integration of Chemoxy should improve the
average profitability of this business via the addition of more
value added products and services; and (4) relatively high
adjusted gross leverage for the rating category at 5.3x as of
December 2016, which should however reduce to c. 5.0x by the end
of 2017, pro-forma for the two acquisitions, and then remain at
that level or slightly fall in 2018. The pro-forma projected
leverage assumes that the acquisition of PCAS is being funded
with a mix of debt and equity, with the latter representing the
biggest component, and the acquisition of Chemoxy is going to be
entirely debt funded.

STRUCTURAL CONSIDERATIONS

The existing senior secured term loan B, the new add-on TL B and
the revolving credit facility rank pari passu, benefit from
upstream guarantees from the Novacap's material subsidiaries and
are secured by a pledge over mainly the shares, bank accounts and
intra-group receivables of the parent and borrowers.

The B1 rating of these facilities, which is in line with the CFR,
reflects their dominant weight in Novacap's capital structure,
with negligible amount of other liabilities ranking ahead or
behind them.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will be able to maintain its leading market positions and
profitability levels. Also, the stable outlook is based on the
rating agency's assumption that the company will not embark on
any major debt-funded acquisitions that would result in an
increase in leverage materially above Moody's defined down
trigger.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An upward revision of the rating would likely result from (1)
successful penetration of new geographies, leading to a more
diversified and stable revenue stream; (2) increased penetration
in higher margins and value-added products; (3) EBITDA margins
being sustainably at c. 15% or above; (4) Moody's-adjusted
leverage ratio below 4.0x on a sustained basis and (5) FCF/debt
in the high teens.

Downward pressure on the rating could occur if (1) stronger
competition results in a loss of market shares in Europe (loss of
volume, deterioration of pricing environment); (2) a spike in raw
material or energy costs drives profitability margins lower on a
sustained basis; (3) FCF remains negative in 2017 and beyond; and
(4) Moody's-adjusted debt/EBITDA ratio moves above 5.0x on
prolonged basis. Moody's could also downgrade Novacap's rating if
the company's liquidity weakens materially.

The principal methodology used in these ratings was Global
Chemical Industry Rating Methodology published in December 2013.

Headquartered in Lyon, France, Novacap produces and distributes
Active Pharmaceutical Ingredients (APIs) and essential chemicals
products that are used in everyday applications. Through its
three divisions (Pharmaceutical & Cosmetics, Mineral Specialties
and Performance Chemicals), Novacap offers a wide range of
products and boasts leading positions in a variety of markets,
including pharmaceuticals and healthcare, cosmetics and
fragrances as well as food and feed, home care and environment.
Following the closing of the LBO in June 2016, the main
shareholders of Novacap are private equity sponsors Eurazeo (67%
stake) and former owner Ardian (18%), as well as Merieux
Developpment (9%), the investment arm of French pharmaceutical
company Institut Merieux (unrated).


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G E R M A N Y
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NOBLE GROUP: German Unit Enters Voluntary Liquidation
-----------------------------------------------------
Sharon Cho at Bloomberg News reports that Noble Chemicals GmbH, a
wholly-owned, dormant subsidiary of Noble Group incorporated in
Germany, has been voluntarily liquidated.

According to Bloomberg, a statement to Singapore exchange said
that at liquidation date of July 14, the book value, the net
tangible asset value of equity interest of Noble Chemicals was
nil.

Hong Kong-based Noble Group Limited (SGX:N21) --
http://www.thisisnoble.com/-- engages in supply of agricultural,
industrial and energy products. The Company supplies agricultural
and energy products, metals, minerals and ores. Agriculture
products include grains, oilseeds and sugar to palm oil, coffee,
and cocoa. Energy business includes coal, gas and liquid energy
products. In metals, minerals and ores (MMO), it supplies iron
ore, aluminum, special ores and alloys. The Company operates
nearly in 140 locations. It supplies growth demand markets in
Asia and Middle East. Alcoa World Alumina and Chemicals is the
subsidiary of this company.

As reported in the Troubled Company Reporter-Asia Pacific on
May 24, 2017, S&P Global Ratings lowered its long-term corporate
credit rating on Noble Group Ltd. to 'CCC+' from 'B+'.  The
outlook is negative. At the same time, S&P lowered the long-term
issue rating on Noble's outstanding senior unsecured notes to
'CCC' from 'B'.  In addition, S&P lowered its long-term Greater
China regional scale rating on the company to 'cnCCC+' from
'cnBB-' and on the notes to 'cnCCC' from 'cnB+'.

S&P downgraded Noble because it believed the company's capital
structure is not sustainable.  This is due to continuing weak
cash flows and profitability, and Noble's access to funding will
have further weakened following its weak results for the three
months ending March 31, 2017.

The TCR-AP reported on June 27, 2017, that Fitch Ratings has
downgraded Noble Group Limited's Long-Term Foreign-Currency
Issuer
Default Rating (IDR) to 'CCC' from 'B-'. At the same time, the
agency has downgraded Noble's senior unsecured rating and the
ratings on all its outstanding senior unsecured notes to 'CCC'
from 'B-'. The Recovery Rating is 'RR4'. Fitch has removed these
ratings from Rating Watch Negative.


SOLARWORLD AG: Needs to Shed Jobs Amid Rescue Efforts
-----------------------------------------------------
Brian Parkin at Bloomberg News reports that Solarworld AG is
still running a three-shift production ahead of the start of the
company's insolvency proceedings.

According to Bloomberg, Solarworld's insolvency attorney
Horst Piepenburg said in an e-mail the company needs to shed an
unspecified "significant" number of its 1,850 staff by month end
amid efforts to rescue the company.

Mr. Piepenburg said potential investors need up to four further
months to examine the business outlook of the company.

SolarWorld AG is based in Bonn, Germany.


TECHEM GMBH: S&P Affirms 'BB-/B' CCR on Proposed Refinancing
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term
corporate credit ratings on Techem Energy Metering Service GmbH &
Co. KG (Techem) and its subsidiary Techem GmbH. The outlook on
both entities is stable.

At the same time, S&P said, "we assigned our 'BB-' issue rating
to the proposed EUR150 million revolving credit facility (RCF)
and to the proposed EUR1.6 billion term loan B. The recovery
rating is '3', indicating our expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 50%) in the event of a
payment default.

"Additionally, we are affirming our 'BB' issue rating and '2'
recovery rating on the company's existing senior secured debt
instruments (EUR555 million senior secured term loan A; EUR50
million RCF; EUR210 million capex facilities; and EUR410 million
6.125% senior secured notes due October 2019). The recovery
rating indicates our expectation of substantial recovery
prospects (70%-90%; rounded estimate: 75%). We are also affirming
our 'B' issue rating and '6' recovery rating on the company's
EUR325 million 7.875% subordinated notes due October 2020. The
recovery rating indicates our expectation of negligible recovery
prospects (0%-10%; rounded estimate: 0%). We will withdraw the
ratings on these existing debt instruments once the refinancing
is completed in fall 2017."

The affirmation follows Techem's announcement that it plans to
refinance its EUR1,404 million debt facilities with a EUR1.6
billion term loan B. The transaction will be leverage neutral in
S&P Global Ratings' adjusted terms, since the group's proposed
shareholder remuneration will come in the form of a shareholder
loan repayment, an instrument that we treat as debt. S&P said,
"We forecast that our adjusted debt to EBITDA will be about 5.0x
by the end of fiscal 2018 (all fiscal years end March 31)
compared with about 5.6x for fiscal 2016 and 5.0x for fiscal
2017. We note the group's solid performance in fiscal 2017, with
Techem posting strong earnings growth due to continued organic
growth and benefits realized from past process-optimization and
efficiency-improvement initiatives. Exceptional expenses, such as
business-process optimization and restructuring, continued to
burden fiscal 2017 results, but we expect those expenses to
gradually decrease over the forecasting period supporting further
deleveraging potential."

Techem's satisfactory business risk profile mainly reflects its
leading market share and long-standing experience in the stable
German heat and water sub-metering market. Techem estimates its
market share -- as measured by devices under management -- at
about 30%, somewhat ahead of the second-largest player ista
(Trionista TopCo). S&P said, "We also think that Techem benefits
from the favorable industry environment for energy sub-metering
in Germany, which is characterized by legal requirements for sub-
metering in multi-tenant buildings and an increasing focus on
energy efficiency. The essential nature of energy sub-metering,
and long-term customer contracts are key factors contributing to
stable revenues and operating cash flow over time, in our view."

Historically, more than 95% of Techem's contracts have been
renewed at or before expiry. S&P said, "We expect Techem will
continue to post stable performance metrics, and we think that
there is a low likelihood that the German competition
authorities' recent report following its investigation of the
sub-metering sector will have a significant negative impact on
the company in the near-term. Most importantly, the report
concluded that there is no evidence of abuse of market power of
companies operating in the German sub-metering market. The
findings are largely in line with our expectations, and proposed
measures, although targeted to induce competition, are unlikely
to represent a threat to Techem's credit quality in the near-
term.

"We consider Techem's relatively small size and focus on the
energy sub-metering niche market to be a constraint relative to
larger and more diversified business service companies. This is
because this makes the company vulnerable to potential changes in
regulation or technology that can disrupt the business. Moreover,
despite Techem's expansion into other European and international
markets, partly fueled by the ongoing implementation of the
European Energy Efficiency Directive, its geographic
diversification remains limited. The domestic market still
generated three-quarters of Techem's revenues in fiscal 2017.
Also, growth prospects for energy sub-metering in the favorable
German market are constrained by a high degree of market
saturation, and Techem's operations in its energy contracting
segment dilute its margins.

"Our view of Techem's highly leveraged financial risk profile
primarily reflects the company's still-high leverage and subdued
cash flow generation, which are only partly offset by relatively
favorable cash interest coverage metrics with funds from
operations (FFO) interest coverage of more than 3x. We expect
Techem's credit metrics will continue to decline following the
proposed transaction, with an expected lower interest burden post
refinancing providing some moderate benefit for the group's free
operating cash flow (FOCF) generation. More specifically we
anticipate debt to EBITDA will be about 5.0x at the end of fiscal
2018, due to our expectation of continued moderate growth along
with broadly stable margins.

"Our adjusted debt post transaction amounts to EUR1.75 billion,
including adjustments for operating lease and post retirement
obligations. We also include in our calculation of adjusted debt
the shareholder loans that remain outstanding at Techem's parent,
MEIF II Germany Holdings S.Ö.r.l, although we currently do not
consider Techem's owner a financial sponsor. Since Techem has
made frequent payouts under these instruments, we do not consider
this equity-like funding.

"We note that Techem's free cash flow generation will remain
partly constrained by growth-related investments (with capital
expenditures [capex] to sales of about 17% in 2016), partly due
to strong demand for smoke detectors, but we expect demand will
slow over the coming years as the market matures. Also we expect
maintenance capex will remain high given the replacement needs of
equipment that the company rents out.

"Our stable outlook reflects our expectation that Techem is
likely to post revenue growth of about 3%-5%, and improve the
adjusted EBITDA margins over the next 12 months, allowing it to
maintain adjusted debt to EBITDA of about 5.0x in fiscal 2018. In
addition, we assume that our adjusted FFO cash interest coverage
ratio will remain at least at 3.0x. Furthermore, we expect that
the adjusted FOCF-to-debt ratio will gradually improve toward 5%
after fiscal 2018.

"We could lower the rating if Techem failed to strengthen its
credit metrics as we currently expect, for example due to lower-
than-expected revenues from supplementary services or expansion
outside Germany, persistently high exceptional expenses,
difficulties with realizing efficiency gains in its operations,
or cash- or debt-funded shareholder remunerations. Specifically,
rating pressure would result if our adjusted FFO cash interest
coverage ratio for Techem, excluding discretionary interest
payments on the shareholder loans, deteriorated to less than 3.0x
for more than a temporary period, or if we observed material
deviations from the company's anticipated leverage reduction
path, undermining prospects for adjusted debt to EBITDA to remain
sustainably below 5.5x.

"We could raise the rating if Techem strengthened its credit
metrics more meaningfully than we currently foresee, for example
through stronger-than-expected revenue or EBITDA growth,
resulting in adjusted debt to EBITDA sustainably below 4.5x and
FFO to debt sustainably above 15%. In addition, a higher rating
would be supported by adjusted FOCF to debt of about 10%."


* German RMBS 90+ Day Delinquencies Improve in 6Mos. Ended April
---------------------------------------------------------------
The 90+ day delinquencies of German RMBS decreased to 1.5% in
April 2017 from 1.6% in October 2016, according to the latest
German RMBS indices published semi-annually by Moody's Investors
Service.

The index consists of two sub-indices of low to medium and high
loan-to-value (LTV) transactions. The high LTV transactions
include the E-MAC DE series, Eurohome Mortgages 2007-1 plc,
Kingswood Mortgages 2015-1 plc and PROVIDE GEMS 2002-1 PLC. The
90+ day delinquency index for high LTV transactions increased to
10.4% in April 2017 from 9.0% in October 2016. The 90+ day
delinquency index for low to medium LTV transactions remained
stable at 0.1%.

The cumulative loss rate of German RMBS remained largely stable
at 1.5% in the same period. The cumulative loss rate for high LTV
transactions increased to 7.0% in April 2017 from 6.8% in October
2016. However, the cumulative loss rate for low to medium LTV
transactions remained at 0.1%.

As of April 2017, the 10 Moody's-rated German RMBS transactions
had a total outstanding pool balance of EUR8.9 billion, compared
with EUR9.2 billion in October 2016, constituting a decrease of
3.9%.


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


PARAGON SHIPPING: Fails to Comply with OTC Bid Price Rules
----------------------------------------------------------
The OTC Markets delivered written notification to Paragon
Shipping Inc. on May 23, 2017, indicating that because the bid
price of the Company's common stock has closed below $0.01 per
share for more than 30 consecutive calendar days, the Company no
longer meets the Standards for Continued Eligibility for OTCQB as
per OTCQB Standards, Section 2.3(2).

Pursuant to Section 4.1 of the OTCQB Standards, the Company was
granted a cure period of 90 calendar days during which the
minimum closing bid price for the Company's common stock must be
$0.01 or greater for ten consecutive trading days in order to
continue trading on the OTCQB marketplace.  If this requirement
is not met by Aug. 21, 2017, the Company will be removed from the
OTCQB marketplace.  In addition, the OTC Markets noted that if
the Company's closing bid price falls below $0.001 at any time
for five consecutive trading days, the Company will be
immediately removed from the OTCQB.

The Company intends to monitor the closing bid price of its
common stock between now and Aug. 21, 2017, and is considering
its options in order to regain compliance with the OTCQB minimum
bid price requirement.

                    About Paragon Shipping

Paragon Shipping -- http://www.paragonship.com/-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in
Athens, Greece, specializing in the transportation of drybulk
cargoes.  Paragon Shipping's current newbuilding program consists
of three Kamsarmax drybulk carriers that are scheduled to be
delivered in the third and fourth quarters of 2016.  The
Company's common shares trade on the OTC Markets' OTCQB Venture
Market under the symbol "PRGNF", and FINRA has designated its
Senior Unsecured Notes as corporate bonds that are TRACE eligible
under the symbol "PRGN4153414".

Paragon Shipping reported net income of $23.79 million on $1.98
million of net revenue for the year ended Dec. 31, 2016, compared
to a net loss of $268.7 million on $33.71 million of net revenue
for the year ended in 2015.

The Company's balance sheet at Dec. 31, 2016, showed total assets
of $715,949, total liabilities of $19.30 million, and a
stockholders' deficit of $18.58 million.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in
Athens, Greece, notes that the Company disclosed that as of
Dec. 31, 2016 it was not current with certain payments due in
respect with the unsecured senior notes and it is probable that
will be unable to meet scheduled interest payments.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


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


CLONTARF PARK: Moody's Assigns B1(sf) Rating to Class E Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Clontarf Park CLO
Designated Activity Company:

-- EUR240,000,000 Class A-1 Senior Secured Floating Rate Notes
    due 2030, Definitive Rating Assigned Aaa (sf)

-- EUR20,000,000 Class A-2A1 Senior Secured Floating Rate Notes
    due 2030, Definitive Rating Assigned Aa2 (sf)

-- EUR23,000,000 Class A-2A2 Senior Secured Floating Rate Notes
    due 2030, Definitive Rating Assigned Aa2 (sf)

-- EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due
    2030, Definitive Rating Assigned Aa2 (sf)

-- EUR21,000,000 Class B Senior Secured Deferrable Floating Rate
    Notes due 2030, Definitive Rating Assigned A2 (sf)

-- EUR20,500,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2030, Definitive Rating Assigned Baa2 (sf)

-- EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2030, Definitive Rating Assigned Ba2 (sf)

-- EUR10,750,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2030, Definitive Rating Assigned B1 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by legal final maturity of the
notes in 2030. The definitive ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Blackstone / GSO
Debt Funds Management Europe Limited, has sufficient experience
and operational capacity and is capable of managing this CLO.

Clontarf Park CLO Designated Activity Company is a managed cash
flow CLO. At least 96% of the portfolio must consist of secured
senior obligations and up to 4% of the portfolio may consist of
unsecured senior loans, second lien loans, mezzanine obligations,
high yield bonds and/or first lien last out loans. The portfolio
is approximately 85% ramped up as of the closing date and will
comprise predominantly of corporate loans to obligors domiciled
in Western Europe. This initial portfolio will be acquired by way
of participations which are required to be elevated as soon as
reasonably practicable. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with
the portfolio guidelines.

Blackstone / GSO Debt Funds Management Europe Limited 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 impaired
obligations, and are subject to certain restrictions.

In addition to the eight classes of notes rated by Moody's, the
Issuer has issued EUR43,300,000 of subordinated notes. Moody's
did not assign a rating to this class of notes.

The transaction incorporates interest and par coverage tests
which, if triggered, will 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. Blackstone / GSO Debt Funds
Management Europe Limited's investment decisions and management
of the transaction will also affect the notes' performance.
Finally, a potential downgrade of the principal paying agent
could also negatively impact the ratings of the notes; this is
due to the lack of a minimum rating requirement for the principal
paying agent, typically set at Baa3 or lower for other European
CLOs.

Loss and Cash Flow Analysis:

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

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

Par Amount: EUR400,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8 years

Stress Scenarios:

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

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

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2A1 Senior Secured Floating Rate Notes: -2

Class A-2A2 Senior Secured Floating Rate Notes: -2

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

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -1

Class D Senior Secured Deferrable Floating Rate Notes: 0

Class E Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2850)

Ratings Impact in Rating Notches:

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

Class A-2A1 Senior Secured Floating Rate Notes: -3

Class A-2A2 Senior Secured Floating Rate Notes: -3

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

Class B Senior Secured Deferrable Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: -2

Further details regarding Moody's analysis of this transaction
may be found in the upcoming new issue report, available soon on
Moodys.com.

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.


CVC CORDATUS IX: Moody's Assigns (P)B2 Rating to Cl. F Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CVC
Cordatus Loan Fund IX Designated Activity Company (the "Issuer"):

-- EUR 235,200,000 Class A Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aaa (sf)

-- EUR 56,400,000 Class B Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR 22,800,000 Class C Deferrable Floating Rate Notes due
    2030, Assigned (P)A2 (sf)

-- EUR 20,800,000 Class D Deferrable Floating Rate Notes due
    2030, Assigned (P)Baa2 (sf)

-- EUR 23,200,000 Class E Deferrable Floating Rate Notes due
    2030, Assigned (P)Ba2 (sf)

-- EUR 12,800,000 Class F 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 endeavor
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, CVC Credit
Partners European CLO Management LLP ("CVC Credit Partners"), has
sufficient experience and operational capacity and is capable of
managing this CLO.

CVC Cordatus Loan Fund IX Designated Activity Company is a
managed cash flow CLO. At least 92.5% of the portfolio must
consist of senior secured loans and senior secured bonds and up
to 7.5% of the portfolio may consist of unsecured obligations,
second-lien loans, mezzanine loans and high yield bonds. The bond
bucket gives the flexibility to CVC Cordatus Loan Fund IX
Designated Activity Company to hold bonds if Volcker Rule is
changed. The portfolio is expected to be approximately 60% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

CVC Credit Partners 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 EUR42.9M of M-1 and EUR1.0M of M-2 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. This CLO has also
access to a liquidity facility of EUR1.75M that an external party
provides for four years (subject to renewal by one or two years).
Drawings under the liquidity facility are allowed to pay interest
in the waterfall and are reimbursed at a super-senior level.

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. CVC Credit Partners'
investment decisions and management of the transaction will also
affect the notes' performance.

Loss and Cash Flow Analysis:

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

Par amount: EUR 400,000,000

Diversity Score: 39

Weighted Average Rating Factor (WARF): 2805

Weighted Average Spread (WAS): 3.85%

Weighted Average Recovery Rate (WARR): 42.5%

Weighted Average Life (WAL): 8.0 years.

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints and the current sovereign ratings in
Europe, such exposure may not exceed 10% of the total portfolio.
As a result and in conjunction with the current foreign
government bond ratings of the eligible countries, as a worst
case scenario, a maximum 10% of the pool would be domiciled in
countries with A3. The remainder of the pool will be domiciled in
countries which currently have a local or foreign currency
country ceiling of Aaa or Aa1 to Aa3.

To address the risk of amounts drawn under the liquidity facility
being flushed through the waterfall to subordinated noteholders,
Moody's has modeled such draws (which flow through the interest
waterfall to the equity) and repayments (on a senior basis)
assuming that the amount drawn under the liquidity facility in
each period equals a percentage of the interest received on the
underlying portfolio in that period.

Stress Scenarios:

Together with the set of modeling 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 3226 from 2805)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes:0

Class B Senior Secured Floating Rate Notes: -2

Class C Deferrable Floating Rate Notes: -2

Class D Deferrable Floating Rate Notes.-2

Class E Deferrable Floating Rate Notes: -1

Class F Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3647 from 2805)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -4

Class C Deferrable Floating Rate Notes: -4

Class D Deferrable Floating Rate Notes.-3

Class E Deferrable Floating Rate Notes: -1

Class F Deferrable Floating Rate Notes: -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.


CVC CORDATUS IX: S&P Assigns Prelim. B- Rating to Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to CVC
Cordatus Loan Fund IX DAC's class A, B, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.

CVC Cordatus Loan Fund IX is a European cash flow collateralized
loan obligation (CLO), securitizing a portfolio of primarily
senior secured leveraged loans and bonds. The transaction will be
managed by CVC Credit Partners European CLO Management LLP.

The preliminary ratings assigned to the 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 said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted average 'B' rating. We consider that the portfolio at
the effective date will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans
and senior secured bonds. Therefore, we have conducted our credit
and cash flow analysis by applying our criteria for corporate
cash flow collateralized debt obligations (see "Global
Methodologies And Assumptions For Corporate Cash Flow And
Synthetic CDOs," published on Aug. 8, 2016).

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.85%), the
covenanted weighted-average coupon (5.00%), and the target
weighted-average recovery rate at the 'AAA' rating level as
provided by the manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category."

The Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, S&P said, "We anticipate that
the documented downgrade remedies will be in line with our
current counterparty criteria (see "Counterparty Risk Framework
Methodology And Assumptions," published on June 25, 2013).

"Under our structured finance ratings above the sovereign
criteria, the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels
(see "Ratings Above The Sovereign - Structured Finance:
Methodology And Assumptions," published on Aug. 8, 2016).

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

RATINGS LIST

Preliminary Ratings Assigned

CVC Cordatus Loan Fund IX DAC
EUR415.10 Million Senior Secured Floating-Rate Notes (Including
EUR43.9 Million Unrated Subordinate Notes)

  Class          Prelim.           Prelim.
                 rating             amount
                                (mil. EUR)
  A              AAA (sf)           235.20
  B              AA (sf)             56.40
  C              A (sf)              22.80
  D              BBB (sf)            20.80
  E              BB (sf)             23.20
  F              B- (sf)             12.80
  Sub.           NR                  43.90

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


ST. PAUL'S CLO V: Moody's Assigns (P)B2 Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
nine classes of notes (the "Refinancing Notes") to be issued by
St. Paul's CLO V DAC ("St. Paul's CLO V" or the "Issuer"):

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

-- EUR 201,000,000 Class A Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aaa (sf)

-- EUR 36,000,000 Class B-1 Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR 16,000,000 Class B-2 Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR 12,500,000 Class C-1 Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)A2 (sf)

-- EUR 7,500,000 Class C-2 Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)A2 (sf)

-- EUR 19,500,000 Class D Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR 23,500,000 Class E Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR 10,000,000 Class F 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 rating of the Notes addresses the expected
loss posed to noteholders. The provisional rating reflects the
risks due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets.

The Issuer has issued the Refinancing Notes in connection with
the refinancing of the following classes of notes: Class A Notes,
Class B Notes, Class C Notes, Class D Notes, Class E Notes and
Class F Notes due 2027 (the "Original Notes"), previously issued
on September 10, 2014 (the "Original Closing Date"). On the
Refinancing Date, the Issuer will use the proceeds from the
issuance of the Refinancing Notes to redeem in full its
respective Original Notes. On the Original Closing Date, the
Issuer also issued one class of subordinated notes, which will
remain outstanding.

St. Paul's CLO V is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 10% of the portfolio may consist of second lien loans,
unsecured loans, mezzanine obligations and high yield bonds.

Intermediate Capital Managers Limited (the "Manager") manages the
CLO. It directs the selection, acquisition, and disposition of
collateral on behalf of the Issuer. After the reinvestment
period, which ends in August 2021, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk obligations, subject to certain restrictions.

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

Loss and Cash Flow Analysis:

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

The 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.

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

Performing par and principal proceeds balance: EUR352,750,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8.5 years

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints, only up to 10% of the pool can be
domiciled in countries with local currency country risk ceiling
between A1 and A3. As a result, Moody's has not made any
adjustments to the target par amount as further described in the
methodology.

Methodology Underlying the Rating Action:

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

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

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

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the provisional rating assigned to the
rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal:

Percentage Change in WARF -- increase of 15% (from 2850 to 3278)

Rating Impact in Rating Notches

Class X Notes: 0

Class A Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C-1 Notes: -2

Class C-2 Notes:-2

Class D Notes: -2

Class E Notes: -1

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2850 to 3705)

Rating Impact in Rating Notches

Class X Notes: 0

Class A Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C-1 Notes: -4

Class C-2 Notes:-4

Class D Notes: -2

Class E Notes: -2

Class F Notes: -2


ST. PAUL'S CLO V: Fitch Assigns B-(EXP) Rating to Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned St. Paul's CLO V DAC expected ratings
as follows:

EUR1 million Class X senior secured floating rate notes due 2030:
'AAA(EXP)sf'; Outlook Stable
EUR201 million Class A senior secured floating rate notes due
2030: 'AAA(EXP)sf'; Outlook Stable
EUR36 million Class B-1 senior secured floating rate notes due
2030: 'AA(EXP)sf'; Outlook Stable
EUR16 million Class B-2 senior secured floating rate notes due
2030: 'AA(EXP)sf'; Outlook Stable
EUR12.5 million Class C-1 senior secured deferrable floating rate
notes due 2030: 'A (EXP)sf'; Outlook Stable
EUR7.5 million Class C-2 senior secured deferrable floating rate
notes due 2030: 'A (EXP)sf'; Outlook Stable
EUR19.5 million Class D senior secured deferrable floating rate
notes due 2030: 'BBB(EXP)sf'; Outlook Stable
EUR23.5 million Class E senior secured deferrable floating rate
notes due 2030: 'BB(EXP)sf'; Outlook Stable
EUR10 million Class F senior secured deferrable floating rate
notes due 2030: 'B-(EXP)sf'; Outlook Stable

The proceeds of this issuance will be used to redeem the old
notes, with a new identified portfolio comprising the existing
portfolio, as modified by sales and purchases conducted by the
manager. The portfolio will be managed by Intermediate Capital
Managers Limited and the reinvestment period will end in 2021.

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

KEY RATING DRIVERS
'B' Portfolio Credit Quality
Fitch views the average credit quality of obligors to be in the
'B' range. Fitch has public ratings or credit opinions on all
obligors except one in the identified portfolio. The Fitch
weighted average rating factor of the current portfolio is 33.2,
below the maximum covenant for assigning the expected ratings of
34.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate of the current
portfolio is 68.9%, above the minimum covenant for assigning
final ratings of 67%.

Limited Interest Rate Exposure
Fitch modelled both a 10% and a 0% fixed-rate bucket in its
analysis, and found that the rated notes can withstand the
interest rate mismatch associated with both scenarios.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance.
This covenant ensures that the asset portfolio will not be
exposed to excessive obligor concentration.

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

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

RATING SENSITIVITIES
A 25% increase in the obligor default probability or reduction in
expected recovery rates would each lead to a downgrade of up to
two notches for the rated notes.


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


IMPREME SPA: Varde Partners to Take Over 40% of Business
--------------------------------------------------------
Luca Casiraghi and Sharon Smyth at Bloomberg News, citing people
familiar with the matter, report that Varde Partners plans to
take over about 40% of Impreme SpA after buying of all of its
soured bank debt.

According to Bloomberg, the people said some members of the
founding Mezzaroma family will retain a 60% stake in the Rome-
based company and Chief Executive Officer Barbara Mezzaroma will
keep her job.

The people said the U.S. investment fund will take a minority
stake and inject EUR75 million (US$86 million) of new money to
develop residential complexes in the Italian capital after buying
the loans, Bloomberg relates.

The people, as cited by Bloomberg, said Varde agreed last week to
purchase about EUR200 million of loans owed to Aareal Bank AG,
Banco BPM SpA and UniCredit SpA for between 40% and 75% of face
value.  That's after it agreed last month to buy about EUR240
million of loans made to Impreme by Banca Monte dei Paschi di
Siena SpA, Bloomberg notes.

Ms. Mezzaroma said Impreme aims to sell about 200 flats in the
next 12 months, and another 200 flats the following year,
Bloomberg relays.

Impreme SpA is an Italian real-estate developer.


MONTE DEI PASCHI: Moody's Hikes Long-Term Deposit Rating to B1
--------------------------------------------------------------
Moody's Investors Services has upgraded Banca Monte dei Paschi di
Siena S.p.A.'s long-term deposit rating to B1 from B2, confirmed
its long-term senior unsecured rating at B3 and upgraded its
standalone baseline credit assessment (BCA) to caa1 from ca.

In addition, the agency confirmed Montepaschi's subordinated
rating of Ca and the backed preferred stock ratings of C(hyb)
issued by MPS Capital Trust I, which Moody's will withdraw
following their conversion into equity.

The rating action concludes the review initiated in July 2016 and
reflects Montepaschi's restructuring plan which includes a
government recapitalization and reduction in problem loans. The
outlook is now stable on the long-term deposit rating and
negative on the long-term senior unsecured debt ratings.

The ratings of the fully integrated corporate subsidiary MPS
Capital Services S.p.A. continue to reflect those of its parent
and Moody's has therefore upgraded its BCA to caa1 from ca and
its long-term deposit rating to B1, with a stable outlook.

A full rating list can be found at the end of this press release.

RATINGS RATIONALE

Moody's says that the upgrade of the BCA to caa1 from ca reflects
Montepaschi's recapitalization and planned problem loan
reduction.

On July 5, 2017, the bank announced:

- An equity capital increase of about EUR8.2 billion (of which
EUR3.9 billion takes the form of a "precautionary"
recapitalization by the Italian government and EUR4.3 billion
reflects the conversion into equity of subordinated debt and
preferred stock). Moody's expects this to result in a common
equity tier 1 (CET1) ratio of 13.8%, net of a EUR3.9 billion loss
resulting from the bank's planned sale of non-performing loans
(NPLs). The European Commission (EC) has approved the
precautionary recapitalization and business plan as compliant
with European Union (EU) state aid rules and which does not
trigger a resolution of Montepaschi under the Bank Recovery and
Resolution Directive.

- The planned deconsolidation of EUR29 billion of NPLs, out of
the bank's total problem loans of EUR46 billion at end-March
2017, through a securitisation with NPLs sold to the
securitisation vehicle at a price of 21% and bank rescue fund
Atlante buying the junior and mezzanine tranches for EUR1.6
billion.

- A five-year restructuring plan also approved by the EC, with
an intermediate 2019 net profit target of EUR570 million
(compared to a EUR3.2 billion loss in 2016) assuming a cost of
risk of 79 basis points (compared to 419 basis points in 2016).

In Moody's view, the strengthened 13.8% CET1 ratio (up from 6.5%
at end-March 2017) compared to its prudential requirement for
2018 of 9.4% and the planned reduction of the bank's problem loan
ratio to 16.5% (from 36% at end-March), improves the bank's
standalone creditworthiness to a level better reflected by a BCA
of caa1.

The BCA of caa1 also captures the difficulty in rebuilding a
robust funding structure independent from government support,
with a planned increase of deposits to 62% of funding in 2019
(from 49% at end-2016) and a halving of reliance on repos --
which are largely with the ECB -- to 12% of funding.

Moody's does not however factor into the BCA the full benefit of
the profitability improvements envisaged under the plan. The
rating agency considers that, despite lower loan loss provisions
and significant operating cost reductions, a return to adequate
profitability will be gradual, and maintaining revenues while
changing the business model and aggressively reducing headcount
and branches will be challenging.

RATIONALE FOR THE LONG-TERM RATINGS

The upgrade of the deposit ratings to B1 and confirmation of the
senior ratings at B3, respectively, reflect: (i) the upgrade of
the BCA to caa1; (ii) the low loss-given-failure and one-notch
uplift for senior debt (from very low and two-notch previously)
following the conversion of subordinated debt into shares; and
(iii) the low likelihood of any further government support for
the bank benefiting its senior creditors, given state aid rules.
This results in no further uplift to the long-term debt and
deposit ratings, which previously each benefited from a two-notch
uplift in respect of the agency's expectation of government
support, which has now been approved.

RATIONALE FOR THE SUBORDINATED RATINGS

The confirmation of the Ca subordinated rating and the C(hyb)
preferred stock rating reflects Moody's view that their recovery
values, once converted into equity, will be broadly consistent
with that implied by the current ratings: between 35% and 65% for
subordinated and below 35% for preferred stock. Upon conversion
into shares, the ratings will be withdrawn.

RATIONALE FOR THE OUTLOOKS

The outlook on the long-term deposit rating is stable, reflecting
Moody's expectation that the bank's financials will remain
compatible with a caa1 BCA over the next 12-18 months.

The outlook on the long-term senior rating is negative because
the agency expects senior unsecured debt to decrease as bonds
mature, which could increase the loss-given-failure of this
instrument.

WHAT COULD MOVE THE RATINGS UP/DOWN

Moody's could upgrade the ratings following tangible and
sustainable progress towards plan targets, in particular: (i) a
return on assets above 0.4%; (ii) a problem loan ratio below 15%
of loans; and (iii) increased deposit funding or demonstrated
access to the senior and subordinated debt markets, without the
benefit of a government guarantee.

Conversely, Moody's could downgrade the ratings if (i) the bank
fails to return to consistent profit generation; (ii) the CET1
ratio falls below 12%; (iii) problem loans increase materially
once again; or (iv) the bank is not able to increase deposits and
remains reliant on government guaranteed funding. Senior debt
could also be downgraded if shrinking senior debt increases its
loss-given-failure.

LIST OF AFFECTED RATINGS

Issuer: Banca Monte dei Paschi di Siena S.p.A.

Upgrades:

-- Adjusted Baseline Credit Assessment, upgraded to caa1 from ca

-- Baseline Credit Assessment, upgraded to caa1 from ca

-- Long-term Counterparty Risk Assessment , Upgraded to B1(cr)
    from B2(cr)

-- Long-term Bank Deposits, upgraded to B1 Stable from B2 Rating
    under Review

Confirmations:

-- Senior Unsecured Medium-Term Note Program, confirmed at (P)B3

-- Senior Unsecured Regular Bond/Debenture, confirmed at B3,
    outlook changed to Negative from Rating under Review

-- Subordinate Medium-Term Note Program, confirmed at (P)Ca

-- Subordinate Regular Bond/Debenture, confirmed at Ca

Affirmations:

-- Short-term Counterparty Risk Assessment, affirmed NP(cr)

-- Short-term Bank Deposits, affirmed NP

-- Other Short Term, affirmed (P)NP

Outlook Action:

-- Outlook changed to Stable(m) from Rating under Review

Issuer: Banca Monte dei Paschi di Siena, London

Upgrade:

-- Long-term Counterparty Risk Assessment, upgraded to B1(cr)
    from B2(cr)

Affirmations:

-- Short-term Counterparty Risk Assessment, affirmed NP(cr)

-- Short-term Deposit Note/CD Program, affirmed NP

Outlook Action:

-- No Outlook assigned

Issuer: MPS Capital Services S.p.A.

Upgrades:

-- Adjusted Baseline Credit Assessment, upgraded to caa1 from ca

-- Baseline Credit Assessment, upgraded to caa1 from ca

-- Long-term Counterparty Risk Assessment, upgraded to B1(cr)
    from B2(cr)

-- Long-term Bank Deposits, upgraded to B1 Stable from B2 Rating
    under Review

Affirmations:

-- Short-term Counterparty Risk Assessment, affirmed NP(cr)

-- Short-term Bank Deposits, affirmed NP

Outlook Action:

-- Outlook changed to Stable from Rating under Review

Issuer: MPS Capital Trust I

Confirmation:

-- Backed Preferred Stock Non-cumulative, confirmed at C(hyb)

Outlook Action:

-- No Outlook assigned

PRINCIPAL METHODOLOGY

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


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


TOPAZ MARINE: Moody's Affirms B3 Sr. Unsecured Instrument Rating
----------------------------------------------------------------
Moody's Investors Service has taken a number of rating actions on
Topaz Energy and Marine Limited and Topaz Marine S.A. Moody's
affirmed Topaz's B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). Concurrently, Moody's has
also assigned a provisional (P)B3 rating to the company's
proposed $375 million senior unsecured notes to be issued through
Topaz Marine S.A. and affirmed the B3 senior unsecured instrument
rating of Topaz Marine S.A. The outlook on all ratings is
negative.

"The affirmation of Topaz' ratings reflects the improvement in
the company's liquidity profile following the re-negotiation of
covenant thresholds, providing the company with a much needed
flexibility", says Julien Haddad, a Moody's Assistant Vice-
President. "The proposed refinancing will also remove refinancing
risk well in advance of the Nov 2018 maturity of the USD350
million notes."

RATINGS RATIONALE

RATIONALE TO AFFIRM THE B2 CFR AND B2-PD PRD RATINGS

The affirmation of Topaz' ratings also take into account (1) the
company's ability to venture into a new line of business
(transportation) via the Tengiz project, which will result in a
material improvement of the company's leverage and cash flows
starting 2018; (2) the company's long-standing relationships with
some of the world's strongest oil majors such as BP p.l.c. (A1
positive), Chevron Corporation (Aa2 stable) and Exxon Mobil
Corporation (Aaa stable), and its ability to sign new contracts
in the current low oil price environment, albeit at lower day
rates compared to H1 2014 when oil prices were more than double
of current prices; (3) Topaz' leading market position in the
Caspian Sea where barriers to entry are higher than other
offshore markets.

In May 2016, Topaz secured a 3-year contract to supply and
operate 20 new vessels (3 of which managed but not owned by
Topaz) for the Tengizchevroil (TCO) joint venture in Kazakhstan
from 2018, with the financial cost of the vessels being funded
through milestone payments, so there is limited effect on Topaz's
financial and liquidity profiles. Thanks to these contracts,
Topaz's backlog increased to $1.5 billion as of March 2017,
including options.

The new vessels will commence work in second-quarter 2018 (with
the vessel delivery occurring by the end of 2017) for a minimum
period of three years and will contribute $550 million to Topaz's
revenue over the contract period, peaking at $183 million
annually. Moody's also expects the EBITDA margin from this new
contract to be higher than Topaz's current Moody's-adjusted
EBITDA margin of 51.9% for LTM ending March 2017, given the
specialized nature of the vessels and their ability to operate in
the difficult conditions of Russian Inland Water system. As a
result, leverage, measured as Moody's-adjusted debt/EBITDA,
should decrease significantly starting at the end of 2018 to
around 3.0x from 5.4x for LTM ended March 2017. The new contract
will also provide Topaz with better revenue and cash flow
predictability during a period of low oil prices.

Topaz' B2 CFR also reflects the company's exposure to a number of
concentration risks (including geographic, customer and product
offerings) with (1) over 90% of total revenues derived from the
Caspian and Middle East regions during the last twelve months
ending March 2017, and (2) more than 70% of total revenues being
derived from its top four customers.

RATIONALE TO ASSIGN A (P)B3 RATING ON THE PROPOSED NOTES

The provisional (P)B3 instrument rating is positioned one notch
below the B2 CFR and reflects the high level of secured debt in
the capital structure and incorporates contractual and structural
subordination considerations which Moody's believes will cause
the unsecured bondholders to have lower recovery rates relative
to secured creditors in case of a debt default. The instrument
rating is provisional subject to receipt of the final offering
circular, the terms and conditions of which are not expected to
change in any material way from the draft documents reviewed.

Proceeds from the proposed five-year $375 million senior
unsecured issuance will be utilised to pre-repay the $350 million
on the notes maturing in November 2018 at a premium of 4.3125%
worth $15.1 million along with the transaction fees and other
associated expenses.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects (1) the weakening operating
performance in the last 12 months due to the decrease in
utilization and day rates; with revenue and EBITDA decreasing by
30% since their peak in 2014; and (2) execution risk around the
Tengiz project operationally (in terms of deliverables and
timings) and financially (as the company starts receiving the
cash and applies those to debt reduction). The negative outlook
also reflects the challenging operating environment with
expectations of prolonged low oil prices until at least 2018.

WHAT COULD CHANGE THE RATINGS - UP/DOWN

Given the challenging operating environment, an upgrade is
unlikely in the near term. However, the outlook on the ratings
could be stabilised should Topaz be able to increase its backlog
through re-contracting its vessels when coming to expiration and
finding new contracts at day rates for its available vessels
which do not harm current EBITDA margins, so that Moody's
adjusted debt to EBITDA sustainably decreases to below 3.5x.

A rating downgrade could occur if the company's leverage profile
trends toward 6.0x adjusted debt to EBITDA. Negative rating
pressure could also develop if (1) Topaz's financial covenants
become too tight and the company fails to negotiate headroom with
its lenders, (2) the company's liquidity deteriorates, (3) if the
company loses contracts with some of its major customers or is
unable to secure new contracts at decent day rates, while being
unsuccessful in reducing its operating costs.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in May
2017.

The Local Market analyst for these ratings is Julien Haddad, +971
(423) 795-39.

Topaz Energy and Marine Limited (formerly Nico Middle East
Limited) (`Topaz') provides marine logistic services to the
offshore Oil & Gas industry with primary focus in the Caspian Sea
and Middle East. It has a fleet of 97 offshore support vessels
(OSVs) which are chartered by various oil and gas companies and
utilised for offshore oil field and rig support.

Topaz is a limited liability company incorporated in Bermuda and
is majority owned through a holding company by Renaissance
Services SAOG, a publicly traded company on the Muscat Securities
Market in Oman. For the last twelve months ended March 31, 2017,
Topaz reported consolidated revenues of $263 million and an
adjusted EBITDA of $136 million.


=================
L I T H U A N I A
=================


SIAULIU BANKAS: Moody's Puts Ba1 LT Rating on Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade
Siauliu Bankas, AB (Siauliu Bankas) local- and foreign-currency
Ba1/NP long- and short-term deposit ratings, its ba3 baseline
credit assessment (BCA), as well as its long- and short-term
counterparty risk (cr) assessment of Baa3(cr)/P-3(cr). The review
for upgrade has been prompted by improvements in the standalone
credit performance of the bank, as well as increased visibility
around the integration process following the partial acquisition
of failed Lithuanian bank Ukio Bankas in 2013.

During the review period, Moody's will assess Siauliu Bankas'
ability to sustain its positive trajectory through a full
economic cycle, focusing on: (1) the extent to which the bank
will be able to maintain or even continue to improve its recently
strengthened profitability, capitalization and asset quality
beyond Lithuania's currently favourable operating environment,
taking into account its comparatively fast loan growth; (2)
whether the risks and complexity related to the acquisition of
Ukio in 2013 have dissipated, thus increasing the visibility and
predictability of Siauliu Banka's financial performance.

See the end of this press release for a full list of affected
ratings

RATINGS RATIONALE

The review for upgrade has been prompted by Siauliu Bankas'
strong financial performance in recent periods, particularly with
respect to asset quality, profitability, and capitalization.

The problem loans to gross loans ratio decreased to 7.2% at year-
end 2016, down from 10.0% in 2015 and 12.4% in 2014. This
reflects an improving operating environment, borrowers' improved
balance sheets and the bank's efforts to resolve legacy non-
performing assets. Profitability has also improved with net
income over tangible assets ratio increasing to 1.77% in 2016
from 1.17% in 2015, due to increasing business volumes and public
investment initiatives. Together, the lower cost of risk and
stronger profitability drive the bank's capital generation
abilities, with the Tangible Common Equity to Tangible Banking
Assets (TCE/TBA) ratio increasing to 15.85% at year-end 2016 from
12.59% in 2015.

Against the backdrop of these strengths, the review period will
also allow Moody's to assess the risks associated with the
relatively aggressive growth strategy pursued by the bank (10%-
15% annual growth rate) and, most importantly, the risk of
reversal in the exceptionally favourable operating conditions
prevailing in Lithuania at this juncture, with ultra-low interest
rates across the Eurozone despite a dynamic domestic economy in
Lithuania and emerging inflation.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings are currently on review for upgrade. Siauliu Bankas'
ratings would be upgraded, possibly by more than one notch, if
Moody's expects the bank to be able to continue to unwind its
portfolio of problem loans, maintain its robust capitalization
and stable profitability, while smoothly completing the
integration process of Ukio Bankas' assets.

Currently, there is no downward pressure on the ratings, but it
could develop if the operating environment deteriorated
significantly, or if the bank's fundamentals deteriorated
considerably from current levels.

LIST OF AFFECTED RATINGS

Issuer: Siauliu Bankas, AB

Placed On Review for Upgrade:

-- LT Bank Deposits (Local & Foreign Currency), currently Ba1,
    Outlook Changed To Rating Under Review From Stable

-- ST Bank Deposits (Local & Foreign Currency), currently NP

-- Adjusted Baseline Credit Assessment, currently ba3

-- Baseline Credit Assessment, currently ba3

-- LT Counterparty Risk Assessment, currently Baa3(cr)

-- ST Counterparty Risk Assessment, currently P-3(cr)

Outlook Action:

-- Outlook, Changed To Rating Under Review From Stable

PRINCIPAL METHODOLOGY

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


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


PZEM NV: S&P Lowers Corp. Credit Rating to 'BB', Outlook Stable
----------------------------------------------------------------
S&P Global Ratings lowered to 'BB' from 'BBB-' its long-term
corporate credit rating on Dutch utility PZEM N.V. and removed it
from CreditWatch with negative implications, where it had been
placed on Oct. 27, 2016. The outlook is stable.

The downgrade follows PZEM's announcement that it has sold to
Stedin Holding N.V. (Stedin) its regulated power networks for a
consideration of EUR450 million of equity and EUR160 million of
debt (EUR610 million). In addition, it sold its retail business
to an infrastructure fund for EUR488 million in February 2017.
The disposals were prompted by the Dutch Authority for Consumer
and Markets' (ACM's) decision in 2015 that PZEM (then known as
Delta) had to unbundle its network operations from other
operations by July 31, 2017.

Now that it has sold its retail and regulated network business,
most of PZEM's cash flow comes from its power generation
activity--37% of its capacity is nuclear, 36% gas, and 27%
renewable (through wind power purchase agreements (PPAs) and a
small biomass plant). PZEM's remaining cash flow is generated
from a 50% share in Evides, which supplies drinking water and
industrial water services in the Netherlands. S&P said, "We
assume Evides will continue to pay PZEM a dividend of around
EUR20 million-EUR25 million per year.

"We expect market prices in the German power market, and by
reference the Dutch power market, to recover to EUR30 per
megawatt hours (MWh) in 2018 from the low levels seen in 2015 and
2016. However, this is still below PZEM's breakeven price.
Although this should enable PZEM to lower its operating loss, its
annual free cash flow is likely to remain negative by about
EUR150 million-EUR100 million in 2017 and about EUR60 million-
EUR80 million until at least 2019. This said, the company's
current cash balance of about EUR900 million as of July 2017
should enable PZEM to withstand adverse market conditions for a
few years.

"Following the disposal of the regulated networks and the retail
supply, PZEM's only financial debt is held at Evides, which we
proportionally consolidate. The disposals have therefore achieved
a significant reduction in leverage, but we do not consider this
sufficient to compensate for the weaker business risk profile. In
our view, PZEM is very sensitive to power market conditions and
competitive pressures. It is also vulnerable, should power prices
fail to improve in the medium term. PZEM only partially owns most
of its remaining assets; this puts the company at a disadvantage
because they do not fully control these assets. Nevertheless, we
consider that the ongoing dividend received from Evides
sustainably supports cash flow generation."

Positively, PZEM has a track record of conservative financial
policies, including continuous debt reduction over the past three
years. S&P said, "We understand that the company will not
distribute any dividend until its merchant operations are
profitable again and will have moderate need for capital
expenditure (capex) on maintenance (about EUR50 million from
2017). Cash flows are likely to remain under pressure and energy
market conditions weigh on the company's profitability and
working capital needs. However, improved market conditions from
2018/2019 could support PZEM's activity in the medium term.

"The stable outlook reflects our expectation that PZEM will keep
its very large cash balances on balance sheet until market
conditions improve. Because they are hedged until 2018, market
conditions are unlikely to affect cash flow generation before
2019 or 2020. The stable outlook also indicates that Evides is
expected to continue to pay PZEM regular dividend contributions.
We currently expect power prices to improve from the very low
levels in 2015 and 2016 toward EUR30/MWh.

"We would likely lower our rating on PZEM if the company's
financial policy results in dividend payments or acquisitions
before its power generation division return to profit, if the
recovery in market prices to EUR30/MWh does not materialize after
2018 or if Evides' operating performance deteriorates.

"We see no upside at this stage for PZEM, given the vulnerability
of its business mix in the current market conditions. We would
only upgrade PZEM if the power generation market returned to
profitability, which would require a significant increase in the
power price beyond EUR50/MWh which we don't see as likely at
present."


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


LYNGEN MIDCO: S&P Affirms then Withdraws B+ Corp. Credit Rating
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on Norway-based information technology (IT) company Lyngen
Midco AS (EVRY) and its subsidiary, Lyngen Bidco AS. S&P
subsequently withdrew the rating at EVRY's request. At the time
of withdrawal the outlook was positive.

At the same time, S&P said, "we withdrew our 'B+' issue ratings
on EVRY's existing debt due 2022 and on the revolving credit
facility (RCF) due 2021. Both were repaid as part of the IPO and
refinancing.

The affirmation reflects EVRY's reduced leverage following the
IPO to about 4.3x at year-end 2017, which in our view will
balance the expected negative free cash flow generation in the
same year. The positive outlook at the time of the rating
withdrawal reflects that we might have upgraded EVRY if revenues
and profitability improved, coupled with a turnaround to positive
free cash flow generation in the next 12 months."

EVRY issued a NOK4.5 billion term loan and a NOK1.5 billion RCF.
The completed IPO and these new issuances enabled the company to
refinance existing debt, including term loans and vendor
financing of about NOK7.2 billion. As a result, S&P said, "we
expect that the S&P Global Ratings-adjusted debt-to-EBITDA ratio
will decline to about 4.3x at year-end 2017, before dropping
further to about 3.5x-3.0x in 2018 if profitability improves
significantly once benefits from internal restructuring and the
partnership agreement with IBM are fully implemented, and
assuming additional cost-reduction charges will be only minor. As
a result, EVRY's S&P Global Ratings-adjusted EBITDA margin could
increase to about 18% in 2018 compared with about 14%-15% in
2016-2017. We expect that the IBM contract will reduce EVRY's
cost base by outsourcing commoditized infrastructure services to
IBM. The implementation costs of the IBM agreement mainly relate
to the transfer of EVRY's customers from EVRY infrastructure to
IBM infrastructure.

"In addition to continued high restructuring costs in 2017, we
expect IBM-related cash outflows of about NOK700 million in 2017,
leading to pressure on the company's free operating cash flow. We
therefore expect negative cash flow in 2017, before a pronounced
cash-flow rebound in 2018 to comfortably above 10% of debt,
further supported by lower interest costs post IPO."


NORSKE SKOG: Creditor Groups Put Rival Debt Restructuring Plans
---------------------------------------------------------------
Luca Morreale and Luca Casiraghi at Bloomberg News report that
two groups of Norske Skogindustrier ASA creditors put forward
competing plans to restructure the Norwegian papermaker's US$1
billion debt pile after both rejected a management proposal.

According to Bloomberg, a July 14 statement from Norske Skog said
senior secured bondholders want to swap their securities for new
bonds or shares, while converting unsecured notes into a 20%
stake in the company.

A group holding some of the unsecured bonds, known as exchange
notes, instead want 85% of the papermaker, as well as an
extension of the maturity of the secured bonds and of a
securitization facility, Bloomberg discloses.

The proposal from the secured group "will be hard for exchange
noteholders to accept," Bloomberg quotes Jeffrey Cope, an analyst
at Stifel Nicolaus in London, as saying.  "Still, the extent to
which they are able to negotiate more favorable terms is
questionable."

The papermaker, which is 19%-owned by Blackstone Group LP's GSO
Capital Partners, has a standstill from creditors until the end
of the month as it works to reach an agreement, Bloomberg states.
The company, Bloomberg says, is seeking to restructure debt after
sales collapsed amid a slump in newspaper readership.

Under the plan from the secured creditors and securitization
lenders, existing shareholders will be reduced to a 5% stake in
the company, Bloomberg notes.

The statement said senior secured noteholders will be offered new
9% notes with the same status maturing in 2021, or
shares, Bloomberg relays.

According to Bloomberg, people familiar with the matter said
Norske Skog's secured noteholders include BlueBay Asset
Management, Oceanwood Capital Management and Cyrus Capital.  They
said Contrarian Capital Management and GLG Partners are among the
unsecured exchange noteholders, Bloomberg notes

                       About Norske Skog

Norske Skogindustrier ASA or Norske Skog, which translates as
Norwegian Forest Industries, is a Norwegian pulp and paper
company based in Oslo, Norway and established in 1962.

                           *   *   *

As reported by the Troubled Company Reporter-Europe on June 8,
2017, S&P Global Ratings lowered its long-term corporate credit
rating on Norwegian paper producer Norske Skogindustrier ASA
(Norske Skog) to 'CC' from 'CCC+'.  S&P affirmed its 'C' short-
term corporate credit rating on the company.

On June 7, 2017 The TCR-Europe reported that Moody's Investors
Service downgraded the corporate family rating (CFR) of Norske
Skogindustrier ASA (Norske Skog) to Caa3 from Caa2 as well as its
probability of default rating (PDR) to Caa3-PD from Caa2-PD.
Concurrently, Moody's also downgraded Norske Skog's senior
unsecured global notes due 2026 and 2033 to C from Caa3 and
affirmed the C rating of its senior subordinated perpetual notes
due 2115.  In addition, Moody's downgraded the rating of the
senior unsecured global notes due 2021 and 2023 issued by Norske
Skog Holdings AS to Caa3 from Caa2 and the rating of the senior
secured notes issued by Norske Skog AS to Caa2 from Caa1.  The
outlook on the ratings remains stable. The downgrade of the CFR
to Caa3 from Caa2 and of the PDR to Caa3-PD from Caa2-PD reflects
exchange offer, which if executed successfully, would qualify as
a distressed exchange under Moody's definition as some investors'
obligations would be significantly diminished.



===============
P O R T U G A L
===============


TAGUS SOCIEDADE: Moody's Assigns Ba2(sf) Rating to Cl. B Notes
--------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to notes issued by Tagus -- Sociedade de Titularizacao de
Creditos S.A.:

-- EUR140,000,000 Class A Asset Backed Floating Rate Notes due
    2035, Definitive Rating Assigned A3 (sf)

-- EUR15,000,000 Class B Asset Backed Floating Rate Notes due
    2035, Definitive Rating Assigned Ba2 (sf)

Moody's has not assigned a rating to the EUR45,200,000 Class C
Notes due 2035, which are also to be issued at the closing of the
transaction.

RATINGS RATIONALE

This transaction is a 18 months revolving securitization
transaction originated by Montepio Credito - Institucao
Financeira de Credito S.A. (NR) ('Montepio Credito'), ultimately
owned by Caixa Economica Montepio Geral (B3/NP/B1 (cr)/NP (cr))
("Montepio"). The assets supporting the notes consist of secured
and unsecured loan, leasing, rental and long term rental
agreements. The financing are mainly entered into for the purpose
of financing cars and commercial trucks (90%) to corporate
obligors (60.8%) and private individuals (39.2%) in Portugal.

As of May 5, 2017, the securitized pool was around EUR193.2
million and shows 22,159 non-delinquent contracts with a weighted
average seasoning of around 18 months. The financing in the
portfolio finance commercial trucks (31.8%), new cars (31.09%)
and used cars (27.2%) to corporate obligors and private
individuals. Financing are 97.7% amortizing, the reminder 2.3%
are bullet.

Under the leasing and rental agreements (60.9%), the
originator/issuer has the right to sell the related vehicle to
the relevant supplier should the obligor not exercise its
purchase option at maturity, the benefit of such proceeds from
the suppliers obligation to purchase ("Promissory Agreements") is
part of the financing agreement and is passed to the issuer under
the transfer agreement. Promissory Agreements represents 14.4% of
the portfolio at closing and cannot increase to more than 16.5%
during the revolving period.

The originator will also act as the servicer of the portfolio
during the life of the transaction; a backup servicer is
appointed at closing and will step in should the servicer
defaults. The transaction also envisages an independent cash
manager. This is the sixth public transaction originated by
Montepio Credito, the second rated by Moody's.

RATINGS RATIONALE

The ratings of the notes are based on an analysis of the
characteristics of the underlying pool, sector wide and
originator specific performance data, protection provided by
credit enhancement, the cash reserve, the roles of external
counterparties and the structural integrity of the transaction.

According to Moody's, the transaction benefits from credit
strengths such as (i) a backup servicer: Whitestar Asset
Solutions, S.A. is appointed at closing as back up servicer and
will step in should the servicer default; (ii) Promissory
Agreements: under the Promissory Agreements the Issuer has the
option to sell the related asset to the supplier at a pre agreed
price. Moody's has considered this obligation in the residual
value analysis; (iii) short WAL of the corporate exposure: the
corporate portion of the pool have a shorter WAL than the
individual portion, 1.4 years vs 4.2 years, as such the riskier
commercial exposure will reimburse earlier than the individual
portion. During the revolving period, WAL and obligors limits
prevent the portfolio to change substantially; (iv) a non-
amortising cash reserve of 5% of the Class A Notes is fully
funded at closing. This reserve will provide liquidity during the
life of the transaction to pay senior expenses, coupons on Class
A Notes and to clear Class A notes principal deficiency ledger;
will be available also to interest of Class B Notes once Class A
Notes are fully amortized. In addition, the contractual documents
will include the obligation of the calculation agent to estimate
amounts due to Class A notes interest payments in the event that
a servicer report is not available. This reduces the risk of any
technical non-payment of interest on the Notes.

However, Moody's notes that the transaction features some credit
weaknesses such as (i) corporate exposure and concentrations:
60.8% of the pool is exposed to corporates, and among them there
is a high concentration to the top 10 borrowers and to the
Transportation sector, 19% and 51.9% of the corporate exposure
respectively. Moody's has considered the concentrations when
deriving the default probability and PCE assumption for the
transaction, as further described below; (ii) exposure to
affiliates: 4.1% of the pool is exposed to affiliates of the
originator (i.e. corporates connected to the originator), out of
which 3.4% are partially mitigated through Promissory Agreements
and 0.74% are solely exposed to the affiliate. These affiliate
exposures create a linkage between the originator and the pool
since should the originator default it increases the likelihood
that the affiliates will also default on their obligations; (iii)
revolving period: the pool is revolving for 18 months which could
lead to an asset quality drift although this is mitigated to some
extent by the portfolio concentration limits; (iv) unhedged
transaction: the pool is comprised of 41.3% fixed rate loans and
58.7% floating rate loans, mostly paying monthly (99.8)%. The
notes are floating rate and pay a monthly coupon linked to
EURIBOR 3M. Although the transaction is unhedged, the note
coupons have an in-built cap at a EURIBOR rate of 5%, i.e. the
note coupons are linked to EURIBOR 3M until it reaches 5%. When
stressing the yield vector in Moody's analysis Moody's has
considered the asset liability mismatch up to this cap.

Moody's analysis focused, among other factors, on (i) an
evaluation of the underlying portfolio of financing agreements;
(ii) the macroeconomic environment; (iii) historical performance
information; (iv) the credit enhancement provided by
subordination, non-amortizing reserve and excess spread; (v) the
liquidity support available in the transaction, by way of
principal to pay interest and the reserve fund; and (vi) the
legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

In its quantitative assessment and because of the relative high
industry concentration and the low granularity of the securitised
portfolio, Moody's assumed a custom default distribution for this
securitised portfolio.

The rating agency derived the default distribution, namely the
relevant main inputs such as the mean default probability and its
related standard deviation, via the analysis of: (i) the
characteristics of the loan-by-loan portfolio information,
complemented by the available historical vintage data; (ii) the
potential fluctuations in the macroeconomic environment during
the lifetime of this transaction; and (iii) the portfolio
concentrations in terms of industry sectors and single obligors.

Moody's assumed the mean cumulative default probability of the
portfolio to be equal to around 7.2% with a coefficient of
variation (i.e. the ratio of standard deviation over mean default
rate) of around 59.7%.

The rating agency has assumed stochastic recoveries with a mean
recovery rate of 26%, a standard deviation of 30% and a weighted
average recovery time of around 18 months after the default
occurrence. In addition, Moody's has assumed the prepayments to
be 5% per year. The base case mean loss rate and the coefficient
of variation assumption results in a portfolio credit enhancement
("PCE") of around 22.4%.

Portfolio expected defaults of 7.2% are higher than the EMEA Auto
Loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) SME
obligors exposure and their concentration to the top 10 obligors
and the Transportation sector; (ii) historic performance of the
financing book of the originator, (iii) benchmarking against
comparable transactions, and (iv) other qualitative
considerations, such as the 18 months revolving period.

Portfolio expected recoveries of 26% are in lower than EMEA Auto
Loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

PCE of 22.4% is higher than the EMEA Auto Loan ABS average and is
based on Moody's assessment of the pool which is mainly driven by
(i) the SME exposure and their concentration to the top 10
positions and Transportation sector; and (ii) benchmarking
against comparable transactions.

The transaction is also exposed to potentially higher losses in a
stressed environment due to Residual Value ("RV") risk included
in the portfolio stemming from the leasing and rental agreements.
As described above, in case the obligor does not exercise its
option to purchase the related asset and the supplier default on
their Promissory Agreements, the transaction is exposed to RV
risk. RV losses are additional to the cumulative mean net loss
assumptions for borrower receivables detailed in the previous
section. Promissory Agreements receivables constitute 14.4% of
the principal balance of the securitised portfolio and can rise
to 16.5% during the revolving period.

Moody's assumes an A1 haircut for the RV exposure in the
portfolio of 57% for the Class A Notes and an Ba2 haircut for RV
exposure of 27% for the Class B Notes, taking into account (i)
the maturity distribution of RV payments, and (ii) the fact that
the RV exposure is mainly linked to trucks. The final results
also take into account the benefit given to the Promissory Notes
agreements based on the creditworthiness of the suppliers
granting it. The analysis results in an RV credit enhancement of
5.8% for the A3 (sf) rated Class A Notes and 2.9% for the Ba2
(sf) rated Class B Notes. The RV credit enhancement is added to
the calculated credit enhancement for the obligor credit risk for
each tranche of notes.

METHODOLOGY

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Auto Loan- and Lease Backed ABS"
published in October 2016. Please see the Rating Methodologies
page on www.moodys.com for a copy of this methodology.

Please note that on 22 March 2017, Moody's released a Request for
Comment, in which it has requested market feedback on potential
revisions to its Approach to Assessing Counterparty Risks in
Structured Finance. If the revised Methodology is implemented as
proposed, the Credit Ratings on Aqua Finance No. 4 are not
expected to be affected. Please refer to Moody's Request for
Comment, titled " Moody's Proposes Revisions to Its Approach to
Assessing Counterparty Risks in Structured Finance," for further
details regarding the implications of the proposed Methodology
revisions on certain Credit Ratings.

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

FACTORS THAT WOULD LEAD TO A UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that may lead to and upgrade of the ratings of the notes
include significantly better than expected performance of the
pool and an increase in credit enhancement of the notes due to
deleveraging.

Factors that may lead to a downgrade of the ratings of the notes
include (i) a decline in the overall performance of the pool (ii)
a significant deterioration of the credit profile of the
originator/servicer or other key transaction counterparties.

LOSS AND CASH FLOW ANALYSIS:

Moody's used its cash-flow model Moody's ABSROM as part of its
quantitative analysis of the transaction. Moody's ABSROM model
enables users to model various features of a standard European
ABS transaction - including the specifics of the loss
distribution of the assets, their portfolio amortisation profile,
yield as well as the specific priority of payments, swaps and
reserve funds on the liability side of the ABS structure.

STRESS SCENARIOS:

In rating auto loan ABS, default rate and recovery rate are two
key inputs that determine the transaction cash flows in the cash
flow model.

If the expected recovery rate decreased to 20% from 26% and the
default rate increased to 7.70% the model output indicates that
the Class A notes would achieve A3 assuming that all other
factors remained unchanged. Class B would achieve a Ba3. Moody's
Parameter Sensitivities provide a quantitative/model-indicated
calculation of the number of rating notches that a Moody's
structured finance security may vary if certain input parameters
used in the initial rating process differed. The analysis assumes
that the deal has not aged and is not intended to measure how the
rating of the security might migrate over time, but rather how
the initial rating of the security might have differed if key
rating input parameters were varied. Parameter Sensitivities for
the typical EMEA ABS Auto loan transaction are calculated by
stressing key variable inputs in Moody's cash flow model.

Parameter sensitivities provide a quantitative/model indicated
calculation of the number of notches that a Moody's rated
structured finance security may vary if certain input parameters
used in the initial rating process differed. The analysis assumes
that the deal has not aged. It is not intended to measure how the
rating of the security might migrate over time, but rather how
the initial model output for the Notes might have differed if the
two parameters within a given sector that have the greatest
impact were varied.


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


MAGNITOGORSK IRON: Fitch Raises Long-Term IDR from 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded Russia-based OJSC Magnitogorsk Iron &
Steel Works' (MMK) Long-Term Issuer Default Rating (IDR)
to 'BBB-' from 'BB+' with Stable Outlook.

The rating upgrade reflects MMK's substantial deleveraging and
Fitch's view that the company's financial profile will remain
conservative, with projected leverage comfortably within the new
rating guidance over the rating horizon. Funds from operations
(FFO) adjusted gross leverage declined to 0.4x at end-2016 from
1.8x two years previously, mainly through debt repayments. The
deleveraging was supported by the company's strong performance
and by the proceeds from the sale of its stake in the Fortescue
Metals Group (FMG) in 2016.

MMK's rating also reflects its strong position in the Russian
market (70%-75% of sales), as a supplier of a wide range of high
value-added steel products. Fitch expects a soft rebound in
Russian steel demand in the mid-term, with growth of 1.5%-2% pa,
which should also support the company's ability to maintain its
credit profile.

KEY RATING DRIVERS

Deleveraging; Conservative Financial Strategy: In 2016 MMK
continued to repay debt on the back of its robust free cash-flow
(FCF) generation. The debt reduction was aided by proceeds from
the sale of the FMG stake. FFO adjusted gross leverage was 0.4x
at end-2016 and Fitch projects the ratio to remain comfortably
below 1.5x over the rating horizon. MMK does not currently have
any material investment projects and Fitch assume annual capex of
around USD600 million, comprising mainly maintenance and
operational efficiency projects.

MMK raised its dividend payout to at least 50% of free cash flow
(company's definition) from 30% previously. Under Fitch  base
case, Fitch assume annual dividend payments of USD350-400
million. Fitch forecast Fitch-adjusted FCF around USD200-300
million, which should support further debt repayments and
increased liquidity. Fitch does not assumes any significant capex
in Fitch base case, but the low leverage provides headroom for
large investments.

Prices Returning to Fundamentals: The increase in iron ore and
coking coal prices has been the main cause of the rise in steel
prices since 2Q16. For the remainder of 2017 Fitch forecasts a
gradual reduction in prices from the recent highs, reflecting
lower iron ore and coking coal prices and continuing oversupply
due to the high level of steel exports from China. Fitch expects
prices to stabilise in 2018 at lower levels (-10%) than in 2017.
These trends, coupled with the rouble appreciation translate into
base case EBITDA of USD1.6 billion in 2017 and USD1.3 billion in
2018.

Strong Operational Profile: MMK's vertical integration lags
behind that of its Russian peers, but its product mix includes a
large portion of high value-added products (47% of total sales).
The company also benefits from its significant presence and
market share in industrial regions of Russia, such as Central,
Volga, Ural and Siberia.

Stable Outlook for Russian Steel: The stable sector outlook for
2017 reflects Fitch  expectations that low but positive GDP
growth in Russia in 2017 will continue to support steel demand
which was constrained in key end-markets in 2014-2016. Fitch
forecasts 1.6% GDP growth in 2017 and 2.2% in 2018, from a 0.5%
decline in 2016, on the back of reduced uncertainty regarding the
macroeconomic and policy outlook, exchange-rate stability and
supportive oil prices. Fitch expects demand for steel in Russia
to grow by around 1.5% in 2017, after three years of contraction.

Turkish Business Marginally Profitable: MMK's main site provides
steel to its Turkish steel division, MMK Metalurji for rerolling,
as the Turkish steel production sites remain idle due to economic
inefficiencies. MMK Metalurji's rolling plants run at almost 100%
capacity due to strong demand for galvanised and colour-coated
steel in Turkey. Profitability remains marginal, but the results
of the division are negligible for the group. Management has been
contemplating the disposal of this asset for a few years now, but
Fitch understands that any transaction will be subject to more
favourable market conditions. Fitch does not include any M&A
assumptions in Fitch  ratings case.

Corporate Governance: Fitch regards corporate governance at MMK
as above average compared with its Russian peer group. However,
Fitch continues to notch down the rating twice relative to
international peers, due to higher-than-average systemic risks
associated with the Russian business and jurisdictional
environment.

DERIVATION SUMMARY

[MMK's credit profile is commensurate with that of its direct
Russian peers PAO Severstal (BBB-/Stable) and PJSC Novolipetsk
Steel (NLMK) (BBB-/Stable). The company's sales include a high
proportion of high value-added products (47% in 2016) which
compares favourably with Severstal's 42% and NLMK's 35%. This
mitigates MMK's weaker degree of vertical integration into coking
coal (40%) and iron ore (15%-18%) where others benefit from 70%-
100% self-sufficiency.

With 70-75% of sales generated in Russia, MMK's geographical
diversification is roughly in line with Severstal's but weaker
than NLMK's (63% of sales from exports or assets abroad).
However, MMK benefits from its significant presence and market
share in industrial regions of Russia, such as Central, Volga,
Ural and Siberia. The fall of the rouble/dollar has supported
Russian steel producers' profitability with EBITDAR margins of
28.3%, 25.5% and 32.1% in 2016 respectively for MMK, NLMK and
Severstal (boosted by mining operations).

At year-end 2016, MMK had a strong financial profile with healthy
liquidity and the lowest FFO adjusted leverage among its peers at
0.4x owing to its focus on debt reduction (NLMK 1.6x, Severstal
1.2x). Fitch expects the company to maintain its conservative
stance and leverage to remain comfortably within the 1.5x
guidance over the rating horizon.

MMK is not constrained by Russia's country ceiling of
BBB-/Stable. Parent/subsidiary aspects do not impact the rating.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for the issuer
include:
- 1.5% recovery in sales volumes in 2017 and flat afterwards;
- up to 15% steel products price recovery in 2017 with downwards
   correction in 2018 and moderate low single-digit growth
   afterwards;
- around USD 600million capex until 2020;
- dividends payout of 60% of FCF pre-dividends;
- USD/RUB 61 in 2017, 60 in 2018 and 58 in 2019

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
Fitch believes that no further positive action is likely without
a fundamental change in the company's business profile (including
an improvement in scale and diversification).

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Negative rating action on the Russian sovereign
- EBITDAR margin below 16% on a sustained basis
- Failure to maintain FFO-adjusted gross leverage below 1.5x (or
   FFO net adjusted leverage of 1.0x) on a through-the-cycle
basis

LIQUIDITY

Healthy Liquidity: MMK's liquidity position is strong with USD316
million cash in hand and bank deposits, of which Fitch treats
USD200 million as restricted, and USD1.4 billion of committed
unutilised credit lines compared with USD186 million of short-
term borrowings at 31 March 2017.

FULL LIST OF RATING ACTIONS

OJSC Magnitogorsk Iron & Steel Works (MMK)
-- Long-Term IDR upgraded to 'BBB-' from 'BB+'; Outlook Stable
-- Short-Term IDR upgraded to 'F3' from 'B';
-- Local-Currency Long-Term IDR upgraded to 'BBB-' from 'BB+';
    Outlook Stable
-- Senior unsecured long term rating upgraded to 'BBB-' from
    'BB+';


RENAISSANCE CREDIT: S&P Affirms 'B-/B' Counterparty Credit Rating
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based Commercial
Bank Renaissance Credit LLC to stable from negative and affirmed
its 'B-/B' long- and short-term counterparty credit ratings on
the bank.

S&P said, "The outlook revision reflects our view that over the
last year Renaissance Credit has demonstrated substantial
progress in stabilizing its asset quality and credit losses. At
year-end 2016, the share of nonperforming assets in the bank's
loan portfolio declined to 5.9% from 12.2% at end-2015, while its
cost of risk improved to 6.3% of loans after three consecutive
years of severe losses averaging 17%. We note that performance of
new vintages for all of the bank's products is continuing to
improve, demonstrating a declining rate of default. We believe
that the improvements reflect the broad stabilization of the
Russian economy, including the retail segment in Russia, after
overheating and subsequent contraction, exacerbated by the
economic slump. We also acknowledge progress achieved by
management in strengthening its origination and collection
practices. However, the bank's risk appetite remains high,
reflecting its business model and focus on unsecured consumer
finance."

In 2016, Renaissance Credit's capitalization also improved on the
back of recovering earnings and capital support of about Russian
ruble (RUB) 1.88 billion (about $30.7 million) received from its
shareholder Onexim Group. The bank's risk-adjusted capital (RAC)
ratio increased to 5.8% as of end-2016 from 3.1% a year earlier.
S&P said, "We forecast that the bank's RAC will remain in the
range of 5.9%-6.2% in the next 12-18 months and be supported by
relatively stable profitability and utilization of material tax
losses. We have, therefore, revised our assessment of the bank's
capital and earnings to moderate from weak. We expect that the
bank's improved level of credit losses, high margins, and rising
fees will contribute positively to its profitability. We
consequently believe that the bank's business model has become
more sustainable and that it is able to better operate without
continual capital support from Onexim Group. We have therefore
revised our assessment of the bank's stand-alone credit profile
(SACP) to 'b-' from 'ccc+'.

"We still assess the bank's risk position as weak, which reflects
its focus on the highly risky segment of unsecured retail lending
and the historical credit losses, which were materially higher
than those of its close peers over the last five years. We think
that although the management has improved its risk-management and
underwriting practices, the new procedures remain largely
untested over the cycle, especially during the next expansionary
stage. Moreover, in our view, management still keeps a relatively
high risk appetite to growth, as it sees an opportunity in the
current economic recovery to regain market share. We do not
exclude that the bank's anticipated strong expansion may lead to
high losses in the future.

"We assess Renaissance Credit's funding as average, which
reflects the predominance of granular retail deposits in the
bank's funding mix and its low dependence on wholesale funding.
We note that in 2016 the bank's liquidity cushion declined to
9.5% of total assets from 31.8%. Nevertheless, we still view the
bank's liquidity as adequate, taking into account the lack of
large wholesale funding redemptions and the short-term maturity
of its lending book. Given the high expansion rate of anticipated
loan growth over the coming years, we do expect the bank may
return to the wholesale funding markets to supplement its retail
deposit funding base. We think that the bank's business position
remains moderate, considering its small market share and its
exclusive focus on unsecured retail lending, which we view as a
highly competitive segment in the Russian market.

"The stable outlook on Renaissance Credit reflects our
expectations that the bank's credit profile will not materially
change in the next 12-18 months supported by stable asset quality
and capitalization.

"We could lower the ratings if the bank became more dependent on
favorable business, economic, and financial conditions to meet
its financial obligations. This may happen if, for example,
Renaissance Credit's liquidity cushion or capitalization
substantially deteriorates, while the probability of further
support from its shareholder declines.

"A positive rating action is remote over the rating horizon, in
our view. Nevertheless, we could consider raising the ratings if
the bank, on a sustainable basis, demonstrates that its asset
quality and credit losses are similar to or better than those of
peers and that its risk appetite does not become more aggressive.
For us to upgrade Renaissance Credit, the bank would also need to
show its ability to support growth and keep its capitalization at
least at the current level, through stable and sustainable
earnings."


RUSSIAN INT'L: Moody's Withdraws Caa2 LT Deposit Rating
-------------------------------------------------------
Moody's Investors Service has withdrawn Russian International
Bank's following ratings:

- LT Deposit Rating (Local & Foreign Currency) of Caa2, Negative

- ST Deposit Rating (Local & Foreign Currency) of Not Prime

- LT Counterparty Risk Assessment of Caa1(cr)

- ST Counterparty Risk Assessment of Not Prime(cr)

- Baseline Credit Assessment (BCA) of caa2

- Adjusted Baseline Credit Assessment of caa2

At the time of the withdrawal the overall outlook was negative.

RATINGS RATIONALE

Moody's has withdrawn the ratings for its own business reasons.

Headquartered in Moscow, Russia, Russian International Bank
reported -- at January 1, 2017 -- total IFRS assets of RUB28.9
billion and total equity of RUB4.9 billion. The bank's IFRS net
loss for 2016 amounted to RUB0.8 billion.


VOLGOGRAD CITY: Moody's Affirms B2 LT Rating, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed its long-term issuer
ratings on the Volgograd, City of at B2 after assessment of the
impact of the new contingent liabilities. The outlook for the
ratings remains stable.

In December 2016, the city entered into the conciliation
agreement under the court decision to assist its municipal
company to pay payables to its creditors amounting to RUB 4.5
billion (or 26% of 2016 operating revenue). The obligation to be
repaid in annual instalments until 2025 with the first instalment
due in 2017. The city has to provide a guarantee each year which
should cover the annual repayment.

RATINGS RATIONALE

The rating affirmation reflects Moody's view that the current B2
rating properly reflects impact of the new obligation on the
credit profile of the city. While the net direct and indirect
debt to operating revenue ratio increased to 83% at end-2016 from
59% in 2015 and will remain above 70% for the next two years, the
refinancing risk will not increase significantly. Despite these
repayments that will put additional burden on the city's expense
base, Moody's does not expect significant deterioration of its
budgetary performance.

Annual payments under the court decision will not exceed 5% of
operating revenues which does not materially increase its already
high refinancing needs: the direct debt due in 2017 and interest
expenses accounted for 20% of 2016 operating revenues.

The additional debt service costs will unlikely lead to
significant increase in the direct debt which the city expects to
stabilise in 2018. Moody's expects that the revenue growth and
budget consolidation measures will allow to accommodate
additional expenses. Volgograd region reduced the burden on the
city's budget from capital expenses while the city optimises
other expenses. The city reported a low deficit at 2% of total
revenues in 2016 and budgeted its reduction to 1% in 2017.

STABLE OUTLOOK

The stable outlook reflects the expected stabilisation of the
city's financial performance and the debt burden.

WHAT COULD MOVE THE RATING DOWN/UP

A downgrade is possible in case: 1) of increase in refinancing
risks and/or 2) the city fails to contain its direct debt growth.
Upward rating pressure could arise in the event of significant
structural improvements in the city's debt and liquidity metrics.

The materialisation of contingent liabilities as debt required
publication of this credit rating action on a date that deviates
from the previously scheduled release date in the sovereign
release calendar, published on www.moodys.com.

The specific economic indicators, as required by EU regulation,
are not available for this entity. The following national
economic indicators are relevant to the sovereign rating, which
was used as an input to this credit rating action.

Sovereign Issuer: Russia

GDP per capita (PPP basis, US$): 26,490 (2016 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): -0.2% (2016 Actual) (also known as
GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 5.4% (2016 Actual)

Gen. Gov. Financial Balance/GDP: -3.7% (2016 Actual) (also known
as Fiscal Balance)

Current Account Balance/GDP: 1.9% (2016 Actual) (also known as
External Balance)

External debt/GDP: 40.0% (2016 Actual)

Level of economic development: Moderate level of economic
resilience

Default history: At least one default event (on bonds and/or
loans) has been recorded since 1983.

On July 12, 2017, a rating committee was called to discuss the
rating of the Volgograd, City of. The main points raised during
the discussion were: the issuer's fiscal or financial strength
and overall credit profile have not materially changed despite a
one-off increase of debt.

The principal methodology used in these ratings was Regional and
Local Governments published in June 2017.

The weighting of all rating factors is described in the
methodology used in this credit rating action, if applicable.


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


BANCO POPULAR: Investors to Push Through with Legal Action
----------------------------------------------------------
Thomas Hale at The Financial Times reports that Banco Popular's
investors are pressing ahead with plans for legal action over the
collapse of the Spanish bank despite a EUR1 billion compensation
scheme launched last week by rival Santander, which acquired the
struggling lender.

Santander bought Banco Popular last month for a symbolic EUR1
after Spanish and European regulators judged the lender was
likely to fail, wiping out the bank's shareholders and junior
bondholders, the FT recounts.

According to the FT, Cremades & Calvo-Sotelo, a Spanish law firm
representing about 2,000 of Banco Popular's investors, welcomed
Santander's compensation scheme, but said that it would not be
enough to prevent legal action against others, which could
include European regulators and Banco Popular's former
management.  Just two of its clients have abandoned plans for
legal action since Santander announced the compensation plan, the
FT notes.

The rescue of Banco Popular, which was saddled with more than
EUR30 billion of toxic property loans, was the first major test
of the eurozone's system for handling failing lenders, the FT
states.  But it angered shareholders who bought into the bank's
capital raising last year and are the targets of Santander's
compensation scheme, the FT relays.

Investors have raised questions surrounding the failure,
including how Banco Popular was valued and why it ran out of
emergency liquidity so quickly, the FT discloses.

Banco Popular Espanol SA is a Spain-based commercial bank.  The
Bank divides its business into four segments: Commercial Banking,
Corporate and Markets; Insurance Activity, and Asset Management.
The Bank's services and products include saving and current
accounts, fixed-term deposits, investment funds, commercial and
consumer loans, mortgages, cash management, financial assessment
and other banking operations aimed at individuals and small and
medium enterprises (SMEs).  The Bank is a parent company of Grupo
Banco Popular, a group which comprises a number of controlled
entities, such as Targobank SA, GAT FTGENCAT 2005 FTA, Inverlur
Aguilas I SL, Platja Amplaries SL, and Targoinmuebles SA, among
others.  In January 2014, the Company sold its entire 4.6% stake
in Inmobiliaria Colonial SA during a restructuring of the
property firm's capital.


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


COMPONENTA WIRSBO: Files for Bankruptcy in Sweden
-------------------------------------------------
Componenta Group subsidiaries Componenta Wirsbo AB and Componenta
Arvika AB have filed for bankruptcy in the local District Courts
on July 13, 2017.  The companies did not succeed in obtaining
financing for the payment of restructuring debts.

In accordance with the rulings of the local District Court,
Componenta Wirsbo AB and Componenta Arvika AB intend to pay some
49 MSEK in total of the Group's external restructuring debt for
Componenta Arvika on July 14, 2017, and for Componenta Wirsbo on
July 21, 2017.

The local District Court made its decisions regarding
restructuring of Componenta Wirsbo AB on December 30, 2016, and
Wirsbo's subsidiary Componenta Arvika on December 23, 2016.  The
restructuring proposal for Componenta Arvika AB came into force
on January 14, 2017, and for Componenta Wirsbo AB on January 21,
2017.

"According to the restructuring program we succeeded to turn the
business of Componenta Wirsbo AB and Componenta Arvika AB
profitable.  I would like to express my sincere gratitude to the
management of the companies.  EBITDA excluding items affecting
comparability for the first half year was 8 MSEK (-10 MSEK).
However, a six months payment term for restructuring debts
appeared to be too short. We also tried to find a buyer for the
forging operations but unfortunately we did not succeed," says
Harri Suutari, CEO of Componenta Corporation.

Componenta Wirsbo and Componenta Arvika supply forged products,
as blanks and machined products, to the heavy truck, construction
& mining and machine building industries.


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


TURKIYE HALK: Moody's Confirms Ba1 LT Sr. Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service has confirmed Turkiye Halk Bankasi A.S.
(Halkbank's) long-term foreign-currency senior unsecured debt and
long-term local-currency deposit ratings at Ba1 and long-term
foreign currency deposit rating at Ba2. The outlook was changed
to negative.

Halkbank's ba2 stand-alone Baseline Credit Assessment (BCA) was
also confirmed.

This rating action concludes the review initiated in April 2017.

RATINGS RATIONALE

The confirmation of the Halkbank's ratings takes into account the
bank's strong performance in Q1 2017, in line with its Turkish
peers, and the limited impact on the bank to date from the on-
going investigation related to alleged transactions with
prohibited parties, which led to the arrest of the bank's deputy
CEO by the US authorities on 29th March.

Moody's notes that Halkbank's performance has improved since the
beginning of the year as evidenced by its published Q1 2017
financial results. The bank's net profit at TL1.5 billion for Q1
2017 was up 150% quarter-on-quarter. As a result, and despite the
3% growth in its risk-weighted assets, the bank's capital
adequacy has also improved. Halkbank's consolidated capital
adequacy ratio (CAR) was 13% and its Tier 1 ratio at 12.0% at the
end of Q1 2017, improving from 12.5% and 11.5%, respectively, at
the end of 2016. The bank relies on a higher-quality Tier 1
capital as it does not have any outstanding subordinated debt
unlike some of its peers. However, the bank's total capital ratio
is lower than similarly rated Turkish peers.

The bank's NPL ratio remained flat at 3.2% at the end of Q1 2017,
in line with the market average. Halkbank's asset quality ratio
is comparatively conservative, as the bank does not engage in
selling NPLs to external buyers, like some of its privately-owned
Turkish peers. In addition, Halkbank's specific NPL coverage
ratio of 76% at Q1 2017 is in line with the system average, which
Moody's considers as adequate.

In Moody's view Halkbank is exposed to volatility in investor
sentiment, given its high level of market funding, although at
112% it has a lower loan-to-deposit ratio than the Turkish system
average of above 120%. This is also mitigated by conservative
liquidity ratios of liquid assets to tangible banking assets of
28% as of Q1 2017. However, access to wholesale markets and the
cost of funding remain key factors that could affect the bank's
stand-alone BCA.

Thus far, Moody's has not observed any material change in
Halkbank's performance, or access to market funding, related to
the on-going investigation by the US authorities that led to the
arrest of the bank's deputy CEO. However, Moody's will continue
to monitor the ongoing legal risk. Should the bank become
directly involved in the case, or should indirect repercussions
emerge, Moody's notes that there could be negative implications
for the bank's ratings.

Moody's continues to assume a very high probability of government
support for this majority government-owned bank, resulting in a
one notch uplift for the Ba1 long-term local-currency deposit
rating , from the bank's ba2 stand-alone BCA.

RATIONALE FOR NEGATIVE OUTLOOK

The assigned negative outlook on the bank's long-term senior
unsecured debt and deposit ratings is influenced by the negative
outlook of the Turkish government rating, as well as the downside
risk of the bank's stand-alone BCA in light of the expected
economic slow-down. Additionally the emergence of any
developments with respect to the bank from the on-going
investigation could negatively impact the bank's ratings.

WHAT COULD MOVE THE RATINGS UP/DOWN

Given the negative pressures on the bank's stand-alone
performance, an upgrade is unlikely in the short-term.

The stand-alone BCA could be adjusted downward if there is
evidence of restricted market access and a failure to refinance
existing obligations, if there are sizeable losses due to
operational or legal issues, and/or if capitalisation declines
materially below similarly rated peers.

Long-term deposit or debt ratings, which incorporate an uplift
from government support, could be affected by changes in the
sovereign rating, Moody's views on the government's willingness
to provide support, or changes to sovereign ceilings.

LIST OF AFFECTED RATINGS

Issuer: Turkiye Halk Bankasi A.S.

Confirmations:

-- LT Bank Deposit (Local currency), Confirmed at Ba1, Outlook
    Changed To Negative From Rating Under Review

-- LT Bank Deposit (Foreign currency), Confirmed at Ba2, Outlook
    Changed To Negative From Rating Under Review

-- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1,
    Outlook Changed To Negative From Rating Under Review

-- Subordinate, Confirmed at (P)B1 (hyb)

-- Adjusted Baseline Credit Assessment, Confirmed at ba2

-- Baseline Credit Assessment, Confirmed at ba2

-- LT Counterparty Risk Assessment, Confirmed at Ba1(cr)

Affirmations:

-- ST Bank Deposits (Local & Foreign Currency), Affirmed NP

-- ST Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

-- Outlook, Changed To Negative From Rating Under Review

PRINCIPAL METHODOLOGY

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


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


AA BOND: S&P Affirms B+ Rating on Class B2 Notes
------------------------------------------------
S&P Global Ratings assigned its 'BBB- (sf)' credit rating to the
GBP250 million fixed-rate notes issued by AA Bond Co. Ltd. At the
same time, S&P has affirmed its 'BBB- (sf)' ratings on the class
A2, A3, and A5 notes and its 'B+ (sf)' rating on the class B2
notes.

S&P said, "Upon publishing our revised criteria for rating
corporate securitizations, we placed those ratings that could
potentially be affected "under criteria observation". Following
our review of this transaction, our ratings that could
potentially be affected are no longer under criteria
observation."

The transaction is, in part, a refinancing of the existing senior
class A1 and A4 notes that AA Bond issued in July 2013 and May
2014, respectively, ahead of their first call dates in July 2018
and July 2019, respectively.

On the issue date, the new class A6 notes' issuance proceeds were
advanced by AA Bond Co. (the issuer) to AA Senior Co. (the
borrower) under a new class A6 issuer borrower loan agreement
(IBLA).

On July 5, the borrower used some of its available cash to
decrease the size of the existing GBP348 million senior term
facility (STF), which ranks pari passu with the loans backing the
rated senior class A notes, by GBP98 million -- reducing its
amount to GBP250 million. Technically, the existing senior
floating-rate bank facility was fully prepaid and the borrower
entered into a new, similar STF with a maturity date extended by
2.5 years, to July 2021 from January 2019. Accordingly, the
portfolio of interest rate swaps, which aim to fully hedge the
issuer against interest rate risk on the STF, was adjusted to
account for the extension and size reduction of the senior bank
facility. JPMorgan Securities PLC is a new hedging provider,
alongside the three existing ones: Merrill Lynch International,
UBS AG, and Lloyds Bank PLC. The STF margin payable on top of the
floating reference rate is also slightly decreased.

The borrower used the proceeds from the A6 advance to prepay the
existing class A1 and A4 advances, including accrued interest and
make-whole premia. The issuer deposited the proceeds of such
prepayments of the class A1 and A4 advances into an escrow
account held with its account bank and it granted a first fixed
charge over the escrow account exclusively for the benefit of the
class A1 and A4 noteholders.

On the next transaction payment date (July 31, 2017), the issuer
will use the amounts in the escrow account to fully pay the
outstanding GBP175 million class A1 notes and GBP55 million class
A4 notes, including accrued interest and make-whole premia.

In conjunction, the existing GBP150 million working capital
facility (WCF) benefiting the borrower was canceled on July 5,
2017. On the same day, the borrower replaced it with a new,
similar WCF with a reduced size of GBP75 million and an extended
maturity date in July 2021. Finally, the liquidity facility
agreement has been renewed on a nearly identical basis on June
27, 2017. The only changes are its amount which has been rounded
up to GBP165.0 million from GBP164.7 million, and the pool of
liquidity providers. The London branch of Credit Suisse AG and
Morgan Stanley Bank N.A. have exited the pool and have been
replaced by the London branch of BNP Paribas.

The class A6 notes bear a fixed interest rate of 2.75% and rank
pari passu with the remaining class A2, A3, and A5 notes, and
ultimately with the liabilities incurred directly by the
borrower, including the STF and the WCF. In line with the terms
of the existing class of notes, the class A6 notes have a long
legal final maturity date falling in July 2043 and do not
amortize. As a mitigating factor to their refinancing risk, the
class A6 notes are structured with a scheduled, or expected,
maturity date that falls in July 2023 and aims to incentivize the
company to refinance debt ahead of time. Specifically, failure to
refinance the notes before their expected maturity date would
grant noteholders the right to enforce their security and entitle
them to the borrowing group's excess cash flow in order to repay
the debt through a cash sweep, should they choose so. Following
their expected maturity date, the fixed interest rate payable on
the class A6 notes will step up by 50 basis points to 3.25%.

The issuer's obligations to repay principal of, and pay interest
on, the class A6 notes will be met primarily from the payments of
principal and interest received from the borrower under the
corresponding class A6 loan agreement.

The class A6 loan agreement is structured so that its economic
terms match the economic terms of the class A6 notes.
Specifically, the class A6:

-- Loan's interest rates and payment dates correspond to the
    terms of the class A6 notes.
-- Loan agreement's legal final maturity corresponds to the
    class A6 notes' expected maturity.
-- Failure by the borrower to repay the class A6 loan on its
    legal final maturity would be an event of default under the
    class A6 loan agreement, although it would not constitute a
    class A6 note event of default. Rather, following a failure
    to repay the loan on its final maturity date, excess cash
    will be trapped and will be applied by the borrower to
    mandatorily repay the advances made by the issuer to the
    borrower under the class A6 loan agreement, with the issuer
    in turn repaying the class A6 notes.

The class A loan agreements corresponding to the remaining class
A2 and A3 notes each designate a cash accumulation period during
the 12 months before each final maturity date, in the absence of
a qualifying initial public offering event. During a loan's cash
accumulation period, any excess will be retained and applied
toward repayment of the loan on its legal final maturity. The
class A5 and A6 loans do not provide for cash accumulation
periods before their final maturity date.

Like the other senior classes of notes, the class A6 notes
benefit from the GBP165.0 million liquidity facility agreement in
the event that insufficient proceeds are available to the issuer
to service the interest due on the notes.

The class A6 noteholders benefit from first-ranking security
rights over the borrowing group's cash flows on a pro rata and
pari passu basis with the existing senior creditors.

This new issuance combined with the full redemption of the class
A1 and A4 notes and the GBP98 million reduction in the STF is
marginally beneficial in terms of leverage ratios. The leverage
ratios decreased to 6.2x from 6.4x and to 7.8x from 8.0x for the
senior liabilities (including the class A notes and the STF) and
class B2 notes, respectively (based on fiscal year 2017 reported
EBITDA of GBP355 million, excluding cash available at the
borrower level and considering that the WCF is not drawn at all).

BUSINESS RISK PROFILE

S&P said, "We have applied our corporate securitization criteria
as part of our rating analysis on the senior notes in this
transaction (see "Global Methodology And Assumptions For
Corporate Securitizations," published on June 22, 2017). As part
of our analysis, we assess the ability of the cash flow generated
by the borrower and the entities that cross guarantee its
liabilities (together, the borrowing group) to make the payments
required under the class A notes' loan agreements using a long-
term debt service coverage ratio (DSCR) analysis under a base
case and a downside scenario. Our view of the cash flows
generation potential of the borrowing group is informed by our
base-case operating cash flow projection and our assessment of
its business risk profile (BRP), which are derived using our
corporate methodology (see "Corporate Methodology," published on
Nov. 19, 2013)."

The borrowing group's principal activity is the provision of
roadside assistance service in the U.K. The group also provides
complementary services such as insurance, driving services, and
home emergency response. Breakdown services are provided either
through a membership model or as part of a business service
agreement, whereby the services are provided to the underlying
customer base of the AA group's corporate clients. Business
customers typically include fleet operators and motor
anufacturers. The borrowing group is also a U.K. personal lines
insurance broker, particularly for motor and home insurance.

S&P continues to view the BRP of the borrowing group as
satisfactory reflecting the following strengths and weaknesses.

STRENGTHS OF THE BORROWING GROUP

Industry Risk

Although the business services industry is not capital intensive,
its good customer retention provides a barrier to entry. Customer
retention is high because, in the absence of significant
dissatisfaction, customers prefer to retain the incumbent service
provider. Within business services, the car breakdown sector
enjoys higher barriers to entry than the broader industry due to
established brand name players and the need for an efficient
route-based network.

Car breakdown services are often viewed as a form of insurance,
resulting in generally stable revenue through economic cycles.
There is a partial natural macroeconomic hedge as consumers tend
to keep their vehicles longer during periods of economic weakness
and thus are statistically more likely to require breakdown
assistance.

Competitive Position

The borrowing group is the market leader in the niche market
segment of the U.K. roadside assistance, with about a 40% market
share and a retention rate of about 80%. The AA brand is
recognized as one of the iconic brands in the U.K. The borrowing
group does not require significant capital investment or asset
infrastructure to maintain its competitive position.

Compared with its closest competitor, the RAC Bidco Ltd., the
borrowing group is twice as big (in terms of EBITDA) and reflects
the benefits of higher operating leverage.

Profitability

Based on the application of our credit factors criteria for
business and consumer services, we assess the profitability of
the borrowing group as above average (see "Key Credit Factors For
The Business And Consumer Services Industry," published on Nov.
19, 2013). Based on the application of the above referenced
criteria, a credit is considered to have above average
profitability if its EBITDA margin is above 30%. In our base case
assumption, we forecast the borrowing group's average EBITDA
margin to be about 40%.

WEAKNESSES OF THE BORROWING GROUP

The group derives approximately 15% of its consolidated EBITDA
from the insurance segment. S&P said, "Industry risk for the
insurance broker business (particularly in motor vehicles and
home insurance) is, in our view, weaker than for typical business
and consumer services as the end markets are more competitive due
to the presence of numerous operators and aggregators and as
price comparison websites influence the overall pricing in the
market. In addition, the insurance business may be subject to
regulatory changes that may affect the group's earnings
potential. The borrowing group continues to enjoy a trading
EBITDA margin of about 55% in the insurance segment. However, in
terms of absolute trading EBITDA, the insurance segment's
contribution is weaker than our previous expectations.

"The group is currently in the final year of a three-year
transformation project, which requires investment in business
processes. We included the effect of these exceptional costs
within our profitability assessment.

Management estimates cost savings of at least GBP40 million per
year, relative to the 2015 cost base, starting from the 2019
financial year. While the transformation program has the
potential to improve the borrowing group's profitability in
future years, it has eroded the group's profitability in recent
periods.

As evidence of this trend, we calculated the borrowing group's
EBITDA margins for the last three years (financial year 2015 to
financial year 17) to be about 40.0% compared with 35.0% for RAC
over the same period."

OPERATING PERFORMANCE UPDATE

S&P said, "Over the past two years, the borrowing group has
performed marginally below our expectation due to weaker
performance in the business to consumer (B2C) segment (namely,
the declining volume of paid customers) and the insurance and
driving school segments.

For the financial year to Jan. 31, 2017, the group reported
revenue of GBP930 million, an organic increase of 2.5% compared
with the previous year, as it benefits from the onboarding of new
contracts in its business to business segment. In the B2C
segment, the growth was due to price increases as the volume of
paid customers continued to decline over the previous few years.
S&P said, "We acknowledge that the decline in the number of
personal members has reversed in the most recent quarter (the
second quarter of 2016), but we seek further evidence of its
ability to drive material growth in this segment."

The insurance and driving school segments continue to lag behind
other segments, largely due to their competitive landscapes and
unfavorable regulations. For the insurance segment, the group has
been witnessing high single-digit volume declines and the
changing regulatory environment has resulted in the customers
being more pricing sensitive and, therefore, increasing the
group's customer turnover in the segment. Management's decision
to reduce exposure to competitive travel insurance contributed to
volume declines, but had a positive effect of average income per
insurance policy.

The group's reported EBITDA of GBP355 million reflects a modest
increase over the previous year. In addition, the borrowing group
took a GBP10 million charge on the EBITDA for refunds to
customers who had duplicate breakdown cover.

S&P, "We forecast a steady margin over the next two years on the
back of lower one-off charges being offset by the margin
compression in the roadside assistance segment. We expect the
group to see a material improvement in its EBITDA margins
starting in 2019 when the group completes its major investment
program, leading to, according to management's estimate, GBP40
million of cost savings per year relative to the 2015 cost base.

In August 2016, the group sold its Irish business to Carlyle
Cardinal Ireland Fund L.P. and Carlyle Global Financial Services
Partners II L.P. for GBP130 million, net of fees. The proceeds
were used to repay GBP106 million drawn under its senior term
facility. The remainder is being held in cash earmarked for
potential future acquisitions. In S&P's view, given the size and
scale of the Irish business, it does not consider the disposal of
the business to have a material effect on the group's BRP
assessment.

RATING RATIONALE FOR THE CLASS A NOTES

S&P said, "In accordance with our corporate securitization
criteria, our analysis of the senior notes in AA Bond Co.'s
capital structure considered the following key steps.

"The fundamental premise of corporate securitization is that we
can rate through the insolvency of the operating company and
differentiate the rating on the corporate securitization debt
from the creditworthiness of the operating company. We consider
that the transaction will likely qualify for the appointment of
an administrative receiver under the U.K. insolvency regime. An
obligor default would allow the noteholders to gain substantial
control over the charged assets before an administrator's
appointment, without necessarily accelerating the secured debt,
both at the issuer and at the borrower level. Additionally, in
this transaction, the use of a special-purpose issuing entity
that we deem bankruptcy remote, the granting of security over the
securitization assets, and sufficient liquidity are some of the
features that allow us to differentiate the credit risk of the
securitization and the operating company. The refinancing risk is
also mitigated by the implementation of a cash sweep mechanism,
which aims to accelerate the notes repayment without making
reliance on market access for new funding.

"We formulated our base-case operating cash flow projection for
the securitized assets and derived the company's satisfactory BRP
using our corporate methodology.

"We performed a cash flow analysis to both assess whether cash
flows will be sufficient to service debt through the life of the
transaction and to project minimum DSCRs in a base-case and a
downside scenario. Because we analyze the senior notes through
the borrowing group's insolvency, we do not assume refinancing by
the borrowing group of the intercompany loans associated with
each class of notes. As described above, the transaction
implements a cash sweep mechanism where all excess cash would be
trapped once a given class of notes reaches its expected maturity
date and is not repaid. Therefore, in line with our corporate
securitization criteria, we assumed a benchmark principal
amortization profile where the debt is repaid over 15 years
following its expected maturity date based on an annuity payment
that we include in our calculated DSCRs.

"Taking into account the satisfactory BRP of the borrower and the
minimum DSCR achieved in our base-case scenario, which considers
only operating-level cash flows and does not give credit to
issuer-level structural features (such as liquidity), we derived
a 'bb+' anchor for the class A notes.

"Our downside DSCR analysis tests whether the issuer-level
structural enhancements improve the resilience of the transaction
under a stress scenario. The borrower falls within the consumer
services industry for which we apply a 30% decline in EBITDA
relative to the base-case at the point where we believe the
stress on debt service would be greatest. This resulted in a
downside DSCR commensurate with a strong resilience score from
which we derived a resilience-adjusted anchor of 'bbb'.

"The expected maturity date of the class A2 notes, which rank
pari passu with all other senior notes, falls in July 2025. As
this is beyond the seven-year repayment window we consider under
our corporate securitization criteria, we have lowered by one
notch the resilience-adjusted anchor to account for the long
tenor of the expected maturity date.

"We have therefore assigned our 'BBB- (sf)' rating to the class
A6 notes and affirmed our 'BBB- (sf)' ratings on the class A2,
A3, and A5 notes.

"Our 'BBB- (sf)' ratings on the class A notes are currently not
constrained by the ratings on any of the counterparties,
including the liquidity facility, derivatives, and bank account
providers. We note, however, that under the transaction
documents, the counterparties are allowed to invest cash in
short-term investments with a minimum required rating of 'BBB-'.
Given the substantial reliance on excess cash flow as part of our
analysis and the possibility that this could be invested in
short-term investments, full reliance can be placed on excess
cash flows only in rating scenarios up to 'BBB-'.

"A change in our assessment of the company's BRP would likely
lead to a rating action on the class A notes. We would require
higher DSCRs for a weaker BRP to achieve the same anchor, all
else being equal, because we assume that a weak BRP signifies a
more volatile business.

"We could also lower our ratings on the class A notes if the
business' minimum projected DSCR falls below 1.3x in our base-
case DSCR analysis or 1.8x in our downside DSCR analysis, as
falling below 1.8x would change the resilience score from strong
to satisfactory and affect the maximum achievable resilience-
adjusted anchor. This could happen if the group faces significant
customer losses, lower revenue per customer, structural changes
in its key segment due to significant technology changes, or if
there is a significant increase in pension liability, which
could, in our view, reduce cash flows available to the borrowing
group to service its rated debt."

RATING RATIONALE FOR THE CLASS B NOTES

S&P said, "Due to the class B2 notes' weaker terms, compared with
the class A notes and other corporate securitization notes that
we rate through the borrowing group's insolvency, the borrowing
group's standalone creditworthiness constrains our rating on this
class of notes (see "Rating Lowered On U.K. Corporate
Securitization AA Bond Co.'s Subordinated Notes Due To Weaker
Leverage Metrics," published on Nov. 10, 2016). Notably, the
class B2 notes do not benefit from liquidity, rely heavily on
remote excess cash flow, and are not protected against further
class A notes issuances.

Following the transaction's refinancing, which is essentially
neutral in terms of leverage ratios, our view of the borrowing
group's standalone creditworthiness is not materially affected.
Therefore, we have affirmed our 'B+ (sf)' rating on the class B2
notes. S&P's rating on the class B2 notes addresses the ultimate
payment of principal and the ultimate payment of interest.

AA Bond Co.'s financing structure blends a corporate
securitization of the operating business of the Automobile
Association group with a subordinated high-yield issuance.

RATINGS LIST

  Rating Assigned

  Class             Rating             Amount
                                   (mil. GBP)

  AA Bond Co. Ltd.
  GBP2.52 Billion Fixed-Rate Secured Notes (Including Tap
    Issuances)

  A6                BBB- (sf)         250.000

  Ratings Affirmed

  A2                BBB- (sf)         500.000
  A3                BBB- (sf)         500.000
  A5                BBB- (sf)         700.000
  B2                B+ (sf)           569.762


CARDINAL HOLDINGS: S&P Assigns Prelim. 'B' CCR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said it has assigned its preliminary 'B' long-
term corporate credit ratings to U.K.-based Cardinal Holdings 3
LP and to its subsidiary Cardinal US Holdings, Inc. The outlooks
are stable.

At the same time, S&P said, "we assigned our preliminary 'B'
issue rating and '3' recovery rating to Cardinal US Holdings'
proposed senior secured $250 million term loan B maturing in
2024, and its proposed $65 million revolving credit facility
(RCF) maturing in 2022. The '3' recovery rating reflects our
expectation of meaningful recovery prospects (50%-70%; rounded
estimate: 50%) in the event of a payment default."

The final ratings will depend on the successful completion of the
proposed transaction and receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
ratings should not be construed as evidence of final ratings. If
S&P Global Ratings does not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, it reserves the right to withdraw or revise
the ratings. Potential changes include, but are not limited to,
use of loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security and ranking.

Cardinal Holdings 3 is a holding company set up to acquire Capco,
currently owned by Fidelity National Information Services (FIS).
In May 2017, private equity firm Clayton Dubilier & Rice (CD&R)
announced a definitive agreement to acquire a controlling 60%
stake in Capco, while the current owner retains a 40% stake. The
carved-out entity operates as a consulting services company
providing technological, digital, and business advisory services
to banks and financial services groups. In 2016, Capco generated
revenues of about $670 million--including reimbursed expenses--
with the S&P Global Ratings-adjusted EBITDA margin at about 8.5%.

S&P said, "Our assessment of Capco's business risk profile
reflects our view of the group's operations in the competitive
financial services consulting market, where we think that
barriers to entry are relatively low. In addition, Capco is much
smaller than global consultancy firms such as Accenture,
Deloitte, or KPMG; and it shows high customer concentration, with
the 10 largest clients contributing 54% of 2016 revenues. We also
regard the group's profitability as below average compared with
that of peers in the wider professional services sector. That
said, Capco's EBITDA margins have been burdened by operating
inefficiencies and restructuring costs in the past, and we expect
a moderate improvement in profitability, due to expected lower
costs as a stand-alone entity combined with management's focus on
increasing utilization of resources."

These risks are partly offset by the favorable growth prospects
of Capco's addressable market. In addition, Capco has been able
to build solid relationships with blue-chip customers: mainly
large international banks and financial institutions. This has
translated into high retention rates over recent years, which if
maintained, support relatively good revenue visibility and
provide cross-selling opportunities.

S&P said, "Our view of the group's historical performance is
based on Capco's stand-alone audited financial statements for
2016, which were prepared in conjunction with the carve-out
transaction. We therefore rely on several assumptions related to
Capco's operations as a stand-alone entity.

"The stable outlook reflects our view that Capco will maintain
adjusted debt to EBITDA of about 5.0x-5.5x over the next 12
months, supported by an improvement in profitability on the back
of efficiency measures and better utilization rates. This will
also support reported free operating cash flow (FOCF) of about
$10 million in 2017 and 2018. In addition, we expect the group's
adequate liquidity profile will support its near-term liquidity
needs as the group is carved out of FIS.

"We could consider a negative rating action if Capco failed to
achieve expected levels of revenues and margins, lose material
contracts, face operating setbacks as a stand-alone entity, or
incur higher-than-expected restructuring expenses. Specifically,
we could downgrade Cardinal Holdings 3 if the group were unable
to generate positive FOCF--which could also result from inability
to improve working capital and cash management--or undertook
debt-funded acquisitions or shareholder returns such that
adjusted debt to EBITDA increased beyond 7.0x.

"We would consider a positive rating action if the group
demonstrated its ability to generate FOCF higher than $30 million
and maintain adjusted debt to EBITDA comfortably below 5.0x for a
sustained period. However, an upgrade is currently constrained by
our assessment of the company's aggressive financial policy
stemming from its private-equity ownership."


CARILLION PLC: May Need Emergency Fundraising
---------------------------------------------
Rhiannon Bury at The Telegraph reports that stricken building
contractor Carillion is facing growing calls to launch an
emergency fundraising as it threatens to plunge further into
financial crisis.

It has emerged that the Government is rapidly severing links with
big UK outsourcers, cutting off a vital source of revenue and
exacerbating the damage to the company's fragile balance sheet,
The Telegraph relates.

According to The Telegraph, Carillion is one of the biggest
casualties of a public procurement blitz that has resulted in
Whitehall reducing its reliance on large outsourcers to less than
5% of the total public sector contracts awarded in the last 12
months.

It comes amid fresh figures that show Carillion's debt is set to
spiral to almost GBP700 million in the first half of this year,
and its pension deficit could more than double to GBP800 million,
The Telegraph notes.


CARILLION PLC: Appoints HSBC as Financial Advisor
-------------------------------------------------
Sam Dean and Rhiannon Bury at The Telegraph report that Carillion
has sought to reassure anxious investors by appointing HSBC to
its roster of financial advisors, as it looks to strengthen its
position ahead of a potential rights issue.

The firm is scrambling to recover from a week of chaos that was
triggered by a shock profit warning on Monday, July 10, sending
its share price plummeting more than 71% and wiping almost GBP600
million off its market capitalization, The Telegraph relates.

According to The Telegraph, Carillion said that its debt had
risen more than expected, forcing it to axe its dividend and part
company with its chief executive.

Carillion plc is a building contractor based in Wolverhampton,
United Kingdom.


CARILLION PLC: Taps Ernst & Young to Support Strategic Review
-------------------------------------------------------------
Nicholas Megaw at The Financial Times reports that struggling
construction and support services group Carillion has appointed
some more outside help to support its efforts to avoid collapse,
bringing in professional services firm Ernst & Young in an effort
to cut costs and collect more cash.

Carillion's shares collapsed after a profit warning last week,
falling 71% amid fears the group will have to launch a debt-for-
equity swap or rights issue to avoid an emergency takeover or
bankruptcy, the FT relates.

According to the FT, the company has appointed professional
services firm EY "to support its strategic review with a
particular focus upon cost reduction and cash collection".

Carillion, as cited by the FT, said it has already identified a
number of actions it will take to reduce its borrowing, the FT
relays.

"We are moving forward quickly with the actions outlined last
week.  Alongside our own efforts, EY will provide support across
the business and bringing an external perspective to our cost
reduction and cash collection challenge.  My priorities are to
reduce the group's net debt and create a balance sheet that will
support Carillion going forward," the FT quotes Keith Cochrane,
interim chief executive, as saying.  "We need to simplify the
business and demonstrate that value can again be created for
shareholders by focusing the group on its core markets, including
infrastructure and property services, in which it has good
strengths and leading positions."


CASTELL 2017-1: Moody's Assigns Caa1 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term
credit ratings to the following classes of notes issued by
Castell 2017-1 Plc:

-- GBP186.884M Class A Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Aaa (sf)

-- GBP12.542M Class B Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Aa1 (sf)

-- GBP15.051M Class C Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Aa3 (sf)

-- GBP11.288M Class D Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Baa1 (sf)

-- GBP9.382M Class E Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Ba2 (sf)

-- GBP8.279M Class F Mortgage Backed Floating Rate Notes due
    October 2044, Definitive Rating Assigned Caa1 (sf)

Moody's has not assigned rating to the GBP 12.54 M Class X
Floating Rate Notes due October 2044 or to the GBP 12.54 M Class
Z Floating Rate Notes due October 2044, which will also be issued
at closing of the transaction.

This transaction represents a refinancing of an existing
warehouse backed by second lien mortgage loans originated by
Optimum Credit Limited ("Optimum", not rated) previously rated by
us and constitutes the first term securitisation transaction
issued by Optimum. The portfolio consists of loans secured by
second charge mortgages on properties located in the UK extended
to 6,007 borrowers and the current pool balance is approximately
equal to GBP 250.8 million.

RATINGS RATIONALE

The ratings take into account the credit quality of the
underlying mortgage loan pool, from which Moody's determined the
MILAN Credit Enhancement and the portfolio expected loss, as well
as the transaction structure and legal considerations. The
expected portfolio loss of 6% and the MILAN required credit
enhancement of 21% serve as input parameters for Moody's cash
flow model and tranching model.

Portfolio expected loss of 6% is higher than in other UK non-
conforming RMBS transactions owing to: (i) all of the loans in
the pool having a second charge over the properties; (ii) the
performance of comparable originators, (iii) the current
macroeconomic environment in the UK, (iv) the lack of historical
information and (v) benchmarking with similar UK non-conforming
transactions.

MILAN CE of 21% is higher than in other UK non-conforming RMBS
transactions, owing to: (i) all of the loans in the pool having a
second charge over the properties, (ii) the percentage of self-
employed borrowers in the pool of 13.46%, (iii) a high
concentration in London and South East, (iv) the lack of
historical information and (v) benchmarking with similar UK non-
conforming transactions.

At closing the general reserve fund is equal to 2.0% of the
closing principal balance of the closing balance of the notes
(excluding class X notes). The general reserve fund will be
replenished after the PDL cure of the Class F notes and can be
used to pay senior fees and costs and interest on the Class A - F
notes and clear Class A - F PDL.

The liquidity reserve fund is equal to 1.5% of the outstanding
Class A and B notes and will be funded by principal proceeds. The
liquidity reserve fund is available to cover senior fees and
costs and Class A and B interest. After the liquidity reserve
fund reaches its target, it will be replenished using interest
collections if it is utilised thereafter.

Operational Risk Analysis: Optimum Credit Limited is servicer in
the transaction while Citibank N.A., London Branch is acting as a
cash manager. In order to mitigate the operational risk, Capita
Mortgage Services Limited (not rated) will act as back-up
servicer and Intertrust Management Limited will act as backup
servicer facilitator. To ensure payment continuity over the
transaction's lifetime the transaction documents incorporate
estimation language whereby the cash manager can use the three
most recent servicer reports to determine the cash allocation in
case no servicer report is available. The transaction also
benefits from the equivalent of 3.8 months liquidity assuming a
stressed Libor assumption of 5.7%.

Interest Rate Risk Analysis: 40.97% of the loans in the pool are
fixed rate loans reverting to Optimum SVR with the remaining
proportion linked to Optimum SVR. To mitigate the fixed floating
mismatch there will be a fixed floating swap provided by The
Royal Bank of Scotland Plc (A3/P-2 & A2(cr)/P-1(cr)) (trading as
NatWest Markets). Moody's has taken into account the absence of a
basis swap to mitigate the difference between the reset dates of
the assets and the liabilities and the swap structure (which is a
fixed schedule swap) in the stressed margin vector used in the
cash flow modelling.

Methodology:

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

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

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

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

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

Please note that on March 22, 2017, Moody's released a Request
for Comment, in which it has requested market feedback on
potential revisions to its Approach to Assessing Counterparty
Risks in Structured Finance. If the revised Methodology is
implemented as proposed, the Credit Rating on Castell 2017-1 Plc
is not expected to be affected. Please refer to Moody's Request
for Comment, titled "Moody's Proposes Revisions to Its Approach
to Assessing Counterparty Risks in Structured Finance", for
further details regarding the implications of the proposed
Methodology revisions on certain Credit Ratings.

Stress Scenarios:

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from 6% to 9% of current balance, and the MILAN CE
was increased from 22% to 25.2%, the model output indicates that
the class A notes would still achieve Aaa (sf) assuming that all
other factors remained equal. Moody's Parameter Sensitivities
quantify the potential rating impact on a structured finance
security from changing certain input parameters used in the
initial rating. The analysis assumes that the deal has not aged
and is not intended to measure how the rating of the security
might change over time, but instead what the initial rating of
the security might have been under different key rating inputs.


NORDIC PACKAGING: Moody's Revises Outlook Neg., Affirms B1 CFR
--------------------------------------------------------------
Moody's Investors Service has changed the outlook to negative
from stable on Nordic Packaging and Container (UK) Intermediate
Holdings Ltd as well as its guaranteed subsidiary Nordic
Packaging and Container (Finland) Holdings Oy. Concurrently,
Moody's has affirmed NPAC's B1 corporate family rating (CFR) and
its B1-PD probability of default rating (PDR), as well as the B1
ratings of the first lien senior secured term loan due in 2023
with an original amount of EUR240 million and the EUR40 million
revolving credit facility due in 2022, both issued by Bidco.
Moody's would expect the B3 rating of the second lien senior
secured EUR35 million term loan due in 2024 issued by Bidco to be
withdrawn upon successful completion of the recapitalization
transaction announced on 30 June.

"The outlook change to negative is primarily triggered by the
recapitalization transaction, in which NPAC effectively increases
its gross debt by EUR40 million to be spent on dividends, leading
to a material increase in Moody's adjusted gross leverage", says
Martin Fujerik, Moody's lead analyst for NPAC.

RATINGS RATIONALE

RATIONALE FOR CFR AND PDR

The transaction triggering change of outlook to negative consists
of an EUR75 million add-on to the first lien term loan issued by
Bidco with the original amount of EUR240 million (rated B1),
proceeds of which will be used to fully repay the EUR35 million
second lien term loan issued by Bidco (rated B3) with the
remainder primarily used for dividends to shareholders. On a
pro-forma basis, Moody's calculates that NPAC's gross debt/EBITDA
for financial year 2016 will increase to 5.8x from 5.1x. Despite
increase in debt, the rating agency does not expect material
increase in interest given that the second lien term loan carried
significantly higher interest than the first lien.

Moody's assigned a first time rating to NPAC in October 2016 as
initially weakly positioned CFR of B1 on the forward looking
expectation of deleveraging through increase in EBITDA as well as
debt repayments, with a stable outlook explicitly assuming no
dividend payments. The affirmation of the ratings with a negative
outlook balances the fact that the transaction contradicts
Moody's previous expectations and puts in question NPAC's
willingness to sustainably deleverage towards 5.0x, with the fact
that NPAC's operational performance in the first five months of
2017 was strong and ahead of Moody's original expectations.

NPAC's revenues for first five months of 2017 increased by 20.6%
vis-a-vis comparable period in 2016, which represents organic
growth of 8% (i.e. excluding impact of Harvestia consolidation).
This was driven by increase in production volumes in both
Powerflute and Corenso businesses, which also helped to improve
EBITDA margin, as defined and adjusted by NPAC, to 14.1% year-to-
date (YTD) May 2017 from 12.8% YTD May 2016.

Even though 5.8x pro-forma leverage appears fairly high for a B1
rating, Moody's recognizes that there is a good deleveraging
potential, given that (1) there is no contribution from Harvestia
reflected in 2016 EBITDA; (2) regardless of Harvestia, EBITDA is
likely to grow organically as well within the next 12-18 months;
and (3) NPAC could use cash generation to pay down debt.
Nevertheless, the risk that NPAC might not be able or willing to
deleverage sustainably towards 5.0x in the next 12-18 months
remains elevated, which is reflected in negative outlook.

RATIONALE FOR INSTRUMENT RATINGS

The affirmation of the B1 ratings of the first lien senior
secured term loan and the revolving credit facility issued by
Bidco mirrors the affirmation of the CFR. Following the repayment
of the second lien term loan, both instruments, being at the same
rank as trade payables, will constitute essentially all modelled
amount of debt in Moody's loss given default waterfall, which
results in their rating being aligned with the CFR.

WHAT COULD CHANGE THE RATING UP/DOWN

NPAC's ratings may be upgraded if (i) financial leverage,
measured as gross debt/EBITDA (Moody's adjusted) falls below
4.0x, (ii) the company further improves EBITDA margins (Moody's
adjusted) to above 16%, and (iii) is able and improve cash flow
generation, exhibited by (RCF-capex)/debt of over 8%. An upgrade
would also require the company to maintain a good liquidity
profile and improve its operational flexibility relatively to the
current concentration on only a few large production sites.

On the contrary, the ratings may be downgraded, in the event of
deterioration in the operating performance, reflected in (i)
financial leverage failing to decline towards 5.0x (Moody's
adjusted), or (ii) (RCF-capex)/debt declining to below 4%. The
ratings could also be downgraded if the company recorded negative
free cash flow and if liquidity weakened.

PRINCIPAL METHODOLOGY

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

Headquartered in Kuopio, Finland, NPAC is a paper and packaging
group, which operates in two relatively independent business
divisions, Packaging Papers and Coreboard & Cores, which both
account for around half of the group's EBITDA. In Packaging
Papers, the company produces Nordic Semi-Chemical Fluting and is
one of the three major players in this market. In Coreboard &
Cores, the company produces coreboards, which are partly sold to
external clients, and partly used to manufacture cores.


PREMIER OIL: Refinancing to Take Effect on July 28
--------------------------------------------------
Nathalie Thomas at The Financial Times reports that Premier Oil
reported a significant increase in production in the first half
of the year, heightening expectations that the London-listed oil
producer will raise its full-year guidance at the end of the
summer.

The heavily indebted group, which on July 12 announced a "world
class" oil discovery in Mexico, also disclosed a reduction in its
capital expenditure guidance for 2017, the FT relates.

According to the FT, Premier's big North Sea development,
Catcher, is finally expected to start producing oil in December
but the company has also begun to look towards other areas for
growth.

Premier and its joint venture partners -- Talos Energy of the US
and Mexico's Sierra Oil & Gas -- are continuing to drill the Zama
well, some 60km off the coast of Mexico's southeastern state of
Tabasco, and expect to move to the appraisal process next year,
the FT discloses.  Premier said it expects to achieve first
oil "within five years", although it also suggested the process
could be faster, the FT relays

Premier also hopes to press ahead with the US$600 million
Tolmount gas project in the southern North Sea, the FT notes.

Also in Premier's pipeline is the US$1.5 billion Sea Lion oil
development off the Falkland Islands, the FT states.

Premier, like several other independent rivals, racked up hefty
debts as it pressed ahead with capital-intensive projects that
were approved before the oil price crash of mid-2014, the FT
relates.

After a year of wrangling with lenders and bondholders, the
company's refinancing is finally due to take effect on July 28,
the FT says.  This will give it greater breathing space under its
financial covenants and extend maturing debts to 2021 and beyond,
according to the FT.  But the refinancing also comes with
sizeable limitations: its lenders will have final say over
significant new projects, the FT notes.

Premier's net debt at the end of the half year stood at US$2.7
billion, down from US$2.8 billion at the end of December, the FT
discloses.

Premier Oil is a London-based oil and gas explorer.


                            *********

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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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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