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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

         Friday, September 15, 2017, Vol. 18, No. 184


                            Headlines


B U L G A R I A

* BULGARIA: Corporate Bankruptcies Down 35.6% in 2016


C Z E C H   R E P U B L I C

AZUR REIZEN: Declares Insolvency, Fails to Fulfill Contracts


G E O R G I A

BANK OF GEORGIA: Moody's Hikes LT LC Deposit Ratings to Ba2


G E R M A N Y

AIR BERLIN: Lauda to Bid for Parts of Business with Condor
HECKLER & KOCH: S&P Raises CCR to 'B-', Outlook Stable


I R E L A N D

ALLEGION US: Moody's Hikes Rating on $300MM Sr. Notes From Ba2
AVOCA CLO XIII: Fitch Corrects August 31 Rating Release


I T A L Y

ALITALIA SPA: Ryanair Plans to Order New Short-Haul Planes


K A Z A K H S T A N

DAMU: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICR
DEVELOPMENT BANK: S&P Alters Outlook to Stable, Affirms BB+/B ICR
SAMRUK-KAZYNA: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICR


L U X E M B O U R G

KLABIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB+'


N E T H E R L A N D S

IES GLOBAL: S&P Alters Outlook to Stable on Term Loan Refinancing
MOY PARK: S&P Takes 'B+' CCR Off Watch Negative on Pilgrim Deal


N O R W A Y

NORSKE SKOG: Senior Secured Bondholders Demand Repayment of Notes


P O L A N D

ENERGA SA: Fitch Rates EUR250-Mil. Hybrid Bonds 'BB+'


U N I T E D   K I N G D O M

BRADLEY HOWARD: Oct. 5 Proofs of Debt Filing Deadline Set
SEADRILL LTD: Case Summary & 50 Largest Unsecured Creditors
SEADRILL LTD: Files for Chapter 11 to Restructure $8-Bil. in Debt
SEADRILL LTD: Secures $1.06 Billion in New Capital Commitments
SHINE HOLDCO III: Moody's Assigns (P)B2 CFR, Outlook Stable


X X X X X X X X

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings


                            *********



===============
B U L G A R I A
===============


* BULGARIA: Corporate Bankruptcies Down 35.6% in 2016
-----------------------------------------------------
Xinhua, citing a survey conducted by the global credit insurance
company Coface, reports that the number of Bulgarian companies
that went bankrupt in 2016 decreased by 35.6% year-on-year.

According to Xinhua, the survey showed that in absolute terms, the
number of companies amounted to 381, or 0.1% of the active
companies in Bulgaria.

Milena Videnova, Country Manager of Coface in Bulgaria, said this
impressive result was due to such factors as improving the
country's macroeconomic performance, gross domestic product growth
for two consecutive years, declining unemployment, and an increase
in exports, Xinhua relates.

The survey showed the list of worst performers, in terms of
bankruptcies, was dominated by retail trade, real estate and
wholesale trade companies, Xinhua states.

However, the survey indicated the number of companies at high risk
of insolvency increased by 23.5% to 64,000, according to Xinhua.
Ms. Videnova, as cited by Xinhua, said it was a warning sign.

She said these companies have not started a bankruptcy procedure
but actually had very poor finances and did not pay on time,
Xinhua notes.



===========================
C Z E C H   R E P U B L I C
===========================


AZUR REIZEN: Declares Insolvency, Fails to Fulfill Contracts
-----------------------------------------------------------
CTK reports that Prague-based tour operator Azur Reizen declared
insolvency on Sept. 11.

According to CTK, Azur Reizen said on its website that it was
unable to fulfil its contractual obligations.

"For such case, the tour operator is sufficiently insured at Ceska
podnikatelska pojistovna (CPP)," CTK quotes Azur Reizen as saying
in the announcement on insolvency.

The same text is on Maxi Reisen website, CTK notes.

The insolvency of both tour operators concerns more than 1,000
clients, CTK discloses.  CPP said they now have 450 tourists
abroad, CTK relays.

Another 550 people with a signed travel contract have not yet
departed for their holidays, CTK states.

Azur Reizen, active on the market for 21 years, offered mainly air
trips to the Mediterranean.  According to information from trip
portal Invia.cz, Azur Reizen offered air tours to Egypt, Tunisia,
Turkey, Greek islands Rhodos and Crete and also to Mallorca and
the Spanish coast.



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G E O R G I A
=============


BANK OF GEORGIA: Moody's Hikes LT LC Deposit Ratings to Ba2
-----------------------------------------------------------
Moody's Investors Service has upgraded JSC Bank of Georgia's (BoG)
and JSC TBC Bank's local-currency deposit ratings to Ba2 from Ba3
and their foreign-currency deposit ratings to Ba3 from B1. BoG's
senior unsecured foreign-currency debt rating was also upgraded to
Ba2 from Ba3. The ratings continue to carry a stable outlook.

The banks' short-term deposit ratings were affirmed at Not Prime
and their Counterparty Risk Assessments (CR Assessment) were
affirmed at Ba2(cr)/Not Prime(cr). The banks' standalone Baseline
Credit Assessments (BCA) and adjusted BCAs of ba3 are unaffected
by this action.

The rating action on the Georgian banks is driven by Moody's
upgrade of Georgia's government bond ratings to Ba2 stable from
Ba3 stable on September 11, 2017 and reflects the rating agency's
view that the government's improved creditworthiness enhances its
capacity to provide support to the two banks, in case of need.

RATINGS RATIONALE

UPGRADE OF LOCAL-CURRENCY DEPOSIT RATINGS

The upgrade of BoG's and TBC Bank's local-currency deposit ratings
is primarily driven by the improved capacity of the government to
provide support to the banks in case of need, as indicated by the
upgrade of Georgia's government bond rating to Ba2 with stable
outlook, and Moody's assessment of a high probability of
government support for the two banks. The Ba2 local-currency
deposit ratings now benefit from one notch of government support
uplift from the banks' ba3 standalone BCA.

Moody's high support assessment for the two banks derives from
their systemic importance to the national economy and the
functioning of the domestic financial system and despite
constraints on the government's financial flexibility to provide
support to failing institutions because of the high degree of
dollarisation in the economy: BoG's and TBC Bank's share of client
deposits in Georgia was 32% and 40% respectively as of end-June
2017; their market share of gross loans was 32% and 38%
respectively at the same date.

UPGRADE OF BANK OF GEORGIA'S SENIOR UNSECURED RATING

The upgrade to Ba2 from Ba3 of the foreign-currency rating
assigned to the lari-denominated senior unsecured notes issued by
BoG reflects, similarly to the upgrade of the bank's local-
currency deposit rating, one notch of rating uplift from Moody's
high government support assumption and Georgia's Ba2 government
bond rating.

Ratings assigned to BoG's domestic holding company, JSC BGEO
Group, were unaffected by action. JSC BGEO Group's B1 debt and
issuer ratings are positioned one notch below BoG's unchanged ba3
adjusted BCA to reflect the structural subordination of the
holding company's creditors to those of its operating
subsidiaries. JSC BGEO Group's ratings do not incorporate any
government support uplift because Moody's considers that any
support would flow directly to the bank rather than through the
holding company.

UPGRADE OF FOREIGN-CURRENCY DEPOSIT RATINGS

Moody's upgrade of the banks' foreign-currency deposit ratings to
Ba3 from B1 reflects the rise in Georgia's foreign-currency
deposit ceiling to Ba3 from B1. The ceiling remains positioned one
notch below the sovereign rating and therefore continues to
constrain the banks' foreign-currency deposit ratings.

OPERATING ENVIRONMENT FOR BANKS

Moody's continues to assess Georgia's Macro Profile (operating
environment for banks) as Weak+. Therefore, Georgian banks'
standalone BCAs were unaffected by the upgrade of the sovereign
rating.

The rating agency's assessment incorporates the funding challenges
posed by the large quantity of foreign-currency deposits, that
account for two-thirds of total deposits (mostly US dollars) and a
material amount of non-resident deposits, which are more
confidence sensitive. The system also faces credit risks related
to a high level of foreign-currency lending to borrowers with no
foreign-currency income and Moody's expectation of a rapid rate of
credit growth, above nominal GDP, over the next 12-18 months.
Higher risk-weighting for unhedged foreign-currency loans and an
efficient foreclosure process partially mitigate these risks.

STABLE OUTLOOK

The stable outlook on the banks' long-term deposit ratings and
BoG's senior unsecured rating is in line with the stable outlook
on the sovereign rating. Furthermore, the stable outlook also
reflects the ratings agency's view that the banks' strong
profitability, adequate capitalisation and liquidity balance the
risks arising from a developing operating environment and the
extensive use of foreign currency.

AFFIRMATION OF THE CR ASSESSMENTS

Moody's has also affirmed BoG's and TBC Bank's long- and short-
term CR Assessments of Ba2(cr)/Not Prime(cr). Moody'sexpects
authorities to honour the operating obligations a CR Assessment
refers to in order to preserve the banks' critical functions and
reduce potential for contagion. Therefore, the CR Assessments are
positioned, prior to support, one notch above the banks' adjusted
BCA of ba3. Consequently, the two banks' CR Assessments do not
benefit from government support uplift because government's
capacity to provide support is limited at its Ba2 rating.

WHAT COULD MOVE THE RATINGS UP/DOWN

There is limited upward rating pressure for the banks' local-
currency deposit ratings and BoG's senior unsecured debt rating
given that they are already in line with Georgia's sovereign
rating. Upward rating pressure will require both an improvement in
the banks' standalone assessment mainly through improved operating
conditions, such as the evolution and diversification of the
Georgian economy and a substantial reduction in loan and deposit
dollarisation, and an upgrade in the rating of the Georgian
government.

The banks' foreign-currency deposit ratings are constrained by
Georgia's ceiling for foreign-currency deposits and would be
upgraded in the event that the ceiling for such deposits is
raised.

Downward pressure on the banks' ratings would develop as a result
of a rise in nonperforming loans, and hence credit costs, well
beyond Moody's current expectations of around 2%, which would hurt
the bank's bottom-line profitability. The ratings could also be
downgraded as a result of a resurgence of political risk that
would lead to significant funding outflows. A material
deterioration in the domestic operating conditions in Georgia, as
described in Moody's Macro Profile for the country, would also
strain the banks' ratings.

There could also be negative pressure on the banks' local-currency
deposit ratings and BoG's senior unsecured rating if Moody's
believes that the government's willingness to provide support in
case of need has diminished.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Issuer: JSC Bank of Georgia

Upgrades:

-- Long term local-currency deposit rating, upgraded to Ba2 from
    Ba3, stable outlook

-- Long term foreign-currency deposit rating, upgraded to Ba3
    from B1, stable outlook

-- Senior unsecured foreign-currency rating, upgraded to Ba2
    from Ba3, stable outlook

Affirmation:

-- Short term bank deposits (local & foreign currency), affirmed
    NP

-- Long term Counterparty Risk Assessment, affirmed Ba2(cr)

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

Issuer: JSC TBC Bank

Upgrades:

-- Long term local-currency deposit rating, upgraded to Ba2 from
    Ba3, stable outlook

-- Long term foreign-currency deposit rating, upgraded to Ba3
    from B1, stable outlook

Affirmation:

-- Short term bank deposits (local & foreign currency), affirmed
    NP

-- Long term Counterparty Risk Assessment, affirmed Ba2(cr)

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

Outlook Actions:

Issuer: JSC Bank of Georgia

-- Outlook, Remains Stable

Issuer: JSC TBC Bank

-- Outlook, Remains Stable



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


AIR BERLIN: Lauda to Bid for Parts of Business with Condor
----------------------------------------------------------
Shadia Nasralla and Victoria Bryan at Reuters report that former
motor racing driver Niki Lauda told Austrian newspaper Kurier on
Sept. 13 it will table an offer for parts of insolvent airline Air
Berlin together with Thomas Cook's German carrier Condor.

Mr. Lauda holds 51% of the consortium, which will bid for 21
Airbus A320 and A321 planes of Air Berlin's subsidiary Niki --
formerly owned by Lauda -- as well as 17 additional aircraft
flying under the Air Berlin banner, Reuters relays, citing
Kurier's online edition.

The consortium plans to service short and medium haul flights to
tourism hot spots, making use of Condor's expertise in that
sector, Reuters discloses.

"As we have said previously, Thomas Cook and its leisure airline
Condor stand ready to play an active role in the restructuring of
Air Berlin and its subsidiary Niki. Clearly, we will explore all
options," Reuters quotes a Thomas Cook spokesman as saying.

                       About Air Berlin

In operation since 1978, Air Berlin PLC & Co. Luftverkehrs KG is
a global airline carrier that is headquartered in Germany and is
the second largest airline in the country.

In 2016, Air Berlin operated 139 aircraft with flights to
destinations in Germany, Europe, and outside Europe, including
the United States, and provided passenger service to 28.9 million
passengers.  Within the first seven months of 2017, the Debtor
carried approximately 13.8 million passengers.  It employs
approximately 8,481 employees.  Air Berlin is a member of the
Oneworld alliance, participating with other member airlines in
issuing tickets, code-share flights, mileage programs, and other
similar services.

Air Berlin has racked up losses of about EUR2 billion over the
past six years, and has net debt of EUR1.2 billion.

On Aug. 15, 2017, Air Berlin applied to the Local District Court
of Berlin-Charlottenburg, Insolvency Court for commencement of an
insolvency proceeding.  On the same day, the German Court opened
preliminary insolvency proceedings permitting the Debtor to
proceed as a debtor-in-possession, appointed a preliminary
custodian to oversee the Debtor during the preliminary insolvency
proceedings, and prohibited any new, and stayed any pending,
enforcement actions against the Debtor's movable assets.

To seek recognition of the German proceedings, representatives of
Air Berlin filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No.
17-12282) on Aug. 18, 2017.  The Hon. Michael E. Wiles is the
case judge.  Thomas Winkelmann and Frank Kebekus, as foreign
representatives, signed the petition.  Madlyn Gleich Primoff,
Esq., at Freshfields Bruckhaus Deringer US LLP, is serving as
counsel in the U.S. case.


HECKLER & KOCH: S&P Raises CCR to 'B-', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating on
German defense contractor Heckler & Koch GmbH to 'B-' from 'CCC+'
and removed the rating from CreditWatch, where it was placed with
positive implications on July 26, 2017.

S&P said, "At the same time, we assigned our 'B-' long-term
corporate credit rating to Heckler & Koch AG (H&K AG), the parent
of Heckler & Koch GmbH. The outlook is stable.

"At the group's request, we subsequently withdrew our corporate
credit rating on Heckler & Koch GmbH. The outlook was stable at
the time of withdrawal. We also withdrew our issue and recovery
ratings on its senior secured notes that have been repaid as part
of the refinancing."

The rating actions reflect that the group has completed the
refinancing of Heckler & Koch GmbH's EUR220 million senior secured
notes that were previously due in May 2018. H&K AG and Heckler &
Koch GmbH have signed an agreement for up to EUR150 million via
direct lending (senior secured loan facility) and H&K AG has
signed an agreement for EUR60 million from a private placement.
Additionally, H&K AG received a EUR50 million shareholder loan to
be converted into equity pursuant to a respective resolution at
its annual general meeting held on Aug. 15, 2017.

Heckler & Koch GmbH did not extended its EUR30 million revolving
credit facility (RCF) that expired June 30, 2017. However, under
the terms of the senior secured loan facility, given compliance
with certain conditions, the group has the option to draw down an
additional EUR20 million upon request. S&P said, "We see the
transaction as a positive step by the group to improve its debt
maturity profile and financial flexibility. In particular, we
think that the refinancing will improve the group's leverage (debt
to EBITDA) and the sustainability of its capital structure."

The group's business prospects improved in 2016. The group posted
solid revenue growth in both the military segment and the U.S.
commercial market. Consequently, its EBITDA margin increased to
about 24% on a reported basis. This is a strong recovery from the
1.2% at end-2015, when the group's operating performance weakened
due to changes in export license policies. Improved profitability
reflects management's focus on process efficiencies and working
capital management, and it was not dampened by any large,
extraordinary write-downs.

S&P said, "We expect the positive momentum will continue. We
believe that the group will be able to successfully execute its
"green countries" policy, and limit its export license risk. This
will provide more business stability and allow the group to
successfully execute its backlog of EUR124 million as of December
2016 (excluding EUR90 million that we do not expect to be
delivered because of export license restrictions), and translate
it into stable revenues and sustained profitability in 2017."

Given the group's continuing strong EBITDA and cash flow
generation, alongside decreased leverage following the shareholder
funds injection, S&P now forecasts the following pro forma S&P
Global Ratings-adjusted credit metrics for 2017-2018:

  -- Debt to EBITDA of 5.4x-5.6x;
  -- Funds from operations (FFO) to adjusted debt of about 9%;
     and
  -- FFO interest coverage of 2.2x-2.5x.

S&P said, "Our view of the group's business risk profile remains
unchanged. The group's revenue exposure is focused on the military
and U.S. commercial segment, which is highly competitive and
subject to uncertainty regarding exporting policies. We view
positively management's strategic decision to almost exclusively
export to low-risk countries that meet predefined requirements,
such as an anticorruption and democracy index. This will focus
sales in Europe and North America while new business with other
countries, in particular those in the Middle East, is expected to
be reduced to a minimum. We believe this approach will allow the
group to further stabilize its profitability and cash flow
generation through 2017. We also acknowledge the new corporate
structure, with improved corporate governance, introducing a clear
separation of duties for the executive board, supervisory board,
and shareholders.

"However, we note that the group has a track record of operational
setbacks related to contract delays and litigation causing high
working capital swings, margins dilution, and negative free
operating cash flow (FOCF) generation. We will closely monitor the
ongoing backlog execution to evaluate its ability to implement the
new strategy.

"The stable outlook reflects our expectation that the group will
continue to strengthen its performance through 2017. Given our
assessment of the group's liquidity position as less than
adequate, we will closely monitor the execution of its order
backlog. We expect the group to continue to generate positive FOCF
and maintain FFO cash interest coverage above 2x in the next 12
months.

"Rating pressure could arise if the backlog proved to be much
weaker than we currently anticipate, or if the group faced
continued delays in its order deliveries. We would also consider a
negative rating action if liquidity deteriorated significantly
such that the group was unable to meet its operating needs or
financial obligations, specifically its cash interest. This could
occur if the group faced higher-than-expected working capital
outflows leading to negative FOCF generation.

"We currently consider an upgrade unlikely in the next 12 months,
due to the group's high leverage and limited deleveraging
prospects. However, we could raise the rating if the group
expanded its EBITDA base and markedly improved its FOCF
generation, resulting in adjusted debt to EBITDA falling below 5x
and FFO cash interest cover above 3x."



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I R E L A N D
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ALLEGION US: Moody's Hikes Rating on $300MM Sr. Notes From Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Allegion plc to
Baa3, investment grade, following the announcement that the
company closed on a new senior unsecured credit facility due 2022.
The company's new senior unsecured credit facility is assigned at
Baa3 and company's senior unsecured notes were upgraded to Baa3
from Ba2. The new senior unsecured credit facility consists of a
$500 million revolver and a $700 million term loan A. The rating
outlook is stable.

Following is a summary of Moody's rating actions:

Allegion plc:

  $500 Senior Unsecured Revolver due 2022, assigned at Baa3;

  $700 million Senior Unsecured Term Loan A due 2022, assigned at
  Baa3;

  $300 million Senior Unsecured Notes due 2023, upgraded to Baa3
  from Ba2 (LGD5);

Allegion U.S. Holding Company Inc.:

  $300 million Gtd Senior Unsecured Notes due 2021, upgraded to
  Baa3 from Ba2 (LGD5);

The rating outlook remains stable.

Note: the CFR, PDR, and SGL were withdrawn because they are
ratings assigned to non-investment grade companies. The senior
secured revolver and secured term loan A due 2020 will be
withdrawn because they were replaced with the new senior unsecured
bank facility rated above.

RATINGS RATIONALE

The ratings upgrade reflects Allegion's transition from a
predominantly secured debt capital structure to a fully unsecured
structure, which has eliminated the contractual subordination that
existed between its former secured bank credit facility and
unsecured notes. The upgrade also reflects Allegion's consistent,
high margins relative to its investment grade peers, as well as
its consistent debt leverage levels at approximately 3.0x and
solid free cash flow generation. The company is committed to its
investment grade ratings, and is willing and able to defend its
ratings in the event of a downturn.

The ratings also benefit from the current positive industry
conditions related to growth in housing and construction and the
company's somewhat diversified revenue streams by end-market as
the company caters to residential, commercial, and institutional
(including government) segments. At the same time, the rating is
negatively impacted by Allegion's reliance on cyclical housing and
construction end markets.

One of Allegion's core strategies is to grow through acquisitions.
Moody'sexpects Allegion to be able to fund much of its growth
through free cash flow. To the extent larger acquisitions are
funded through debt, Moody'sexpects Allegion to de-lever within 12
months as the company has demonstrated in the past. Overall,
Moody'sexpects adjusted debt-to-EBITDA to be sustained at
approximately 3.0x which is consistent with the company's historic
level.

Moody's views the 2023 notes issued by Allegion plc as having the
same credit support as the 2021 notes issued by Allegion U.S.
Holding Company (Allegion USHC). The 2023 notes are guaranteed by
Allegion USHC and its material domestic subsidiaries. The 2021
notes are guaranteed by Allegion plc and Allegion USHC material
domestic subsidiaries.

The company's liquidity is supported by strong free cash flow
generation, cash-on-hand and its $500 million senior unsecured
revolver. Over the next 12-to-18 months, Allegion is projected to
generate approximately $300 million of free cash flow that will
cover all working capital and maintenance capital expenditure
needs as well as have cash balances in excess of $300 million. As
of June 30, 2017, there were no outstanding borrowings under the
revolver and availability was approximately $480.8 million, net of
letters of credit. Allegion's senior credit facilities are
governed by financial maintenance covenants include a total net
leverage less than or equal to 3.75x and an interest coverage
ratio greater than or equal to 4.0x. Moody'sexpects the company to
be in compliance over the next 12-to-18 months.

The stable outlook is based on Moody's expectation of steady
growth over the next 12-18 months, conservative balance sheet
management, and a good liquidity profile.

Allegion's ratings could be upgraded if revenue growth approaches
$5 billion, along with growth in market presence and product
offerings. The ratings could also be upgraded if the company
maintains its adjusted debt-to-EBITDA below 2.5x and sustains
adjusted free cash flow to debt consistently above 15%.

The ratings could be downgraded if the company's adjusted debt-to-
EBITDA leverage increases and is maintained above 3.50x and
adjusted free cash flow to debt declines below 10%. Additionally,
deterioration in competitive position or liquidity, or adjusted
EBITA margin sustained below 15% could lead to a ratings
downgrade.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Allegion plc -- parent of Allegion U.S. Holding Company Inc.
("Allegion") -- is headquartered in Dublin, Ireland. The company
is a global provider of security products and solutions serving
the residential, commercial, government, and institutional
markets. The company generated approximately $2.3 billion in
revenue for the trailing twelve months ending June 30, 2017.


AVOCA CLO XIII: Fitch Corrects August 31 Rating Release
-------------------------------------------------------
Fitch Ratings corrected a press release on Avoca CLO XIII
published on Aug. 31, 2017, to amend the rating sensitivities
section.

The revised press release is as follows:

Fitch Ratings has assigned Avoca CLO XIII Designated Activity
Company's refinancing notes final ratings, as follows:

Class X: 'AAAsf'; Outlook Stable
Class A-R: 'AAAsf'; Outlook Stable
Class B-1R: 'AAsf'; Outlook Stable
Class B-2R: 'AAsf'; Outlook Stable
Class B-3R: 'AAsf'; Outlook Stable
Class C-R: 'Asf'; Outlook Stable
Class D-R: 'BBBsf'; Outlook Stable
Class E-R: 'BBsf'; Outlook Stable
Class F-R: 'B-sf'; Outlook Stable
Subordinated notes: not rated

Avoca CLO XIII Designated Activity Company is a cash flow
collateralised loan obligation (CLO) securitising a portfolio of
mainly European leveraged loans and bonds. Net proceeds from the
issue of the notes will be used to refinance the current
outstanding notes. The portfolio is managed by KKR Credit Advisors
(Ireland) Unlimited Company.

KEY RATING DRIVERS

'B'/'B+' Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors in the 'B'/'B+' range. The agency has
public ratings or credit opinions on all the obligors in the
current portfolio (outstanding portfolio at the latest payment
date). The weighted average rating factor of the outstanding
portfolio at the latest reporting date of 31 July 2017 was 31.9.

High Expected Recoveries: At least 90% of the portfolio will
comprise senior secured loans and bonds. The weighted average
recovery rate of the outstanding portfolio at the latest reporting
date of 31 July 2017 was 68%.

Limited Interest Rate Risk Exposure: Between 0% and 5% of the
portfolio can be invested in fixed-rate assets, while most of the
liabilities pay a floating-rate coupon. The fixed-rate exposure is
more limited than is typical, but fixed-floating basis risk still
exists. Fitch modelled both 0% and 5% fixed-rate buckets and found
that the rated notes can withstand the interest rate mismatch
associated with each scenario.

Diversified Asset Portfolio: This deal contains a covenant that
limits the top 10 obligors in the portfolio to 20% of the
portfolio balance. This ensures that the asset portfolio will not
be exposed to excessive obligor concentration.

8.5 Year Weighted Average Life: The maximum weighted average life
of the transaction is 8.5 years, slightly longer than the typical
eight years. A longer weighted average life allows for a longer
period for defaults to occur, which results in higher expected
default rates.

RATING SENSITIVITIES

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



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I T A L Y
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ALITALIA SPA: Ryanair Plans to Order New Short-Haul Planes
----------------------------------------------------------
Chris Reiter at Bloomberg News reports that Ryanair Holdings
Plc plans to order new short-haul planes for Alitalia SpA as the
budget carrier prepares to submit a formal offer for the insolvent
Italian airline by the Oct. 3 deadline.

According to Bloomberg, Ryanair Chief Executive Officer Michael
O'Leary said on Sept. 14 in Berlin that Europe's biggest discount
airline would order new narrow-body planes for Alitalia to lower
costs and replace Alitalia's "shocking" lease contracts.  While
the Dublin-based company exclusively flies Boeing 737 jets, Airbus
SE planes would also be up for consideration, Bloomberg notes.

Ryanair is pursuing a bid for Alitalia to gain access to long-haul
routes and sees potential to "significantly" expand the Italian
airline's services across the Atlantic, Mr. O'Leary, as cited by
Bloomberg, said, marking the first time that Ryanair would offer
trans-Atlantic service.

                         About Alitalia

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

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

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

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

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



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


DAMU: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICR
--------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Kazakhstan's DAMU Entrepreneurship Development Fund JSC (DAMU) to
stable from negative. At the same time, S&P affirmed its 'BB+/B'
long- and short-term issuer credit ratings and 'kzAA-' Kazakhstan
national scale rating on DAMU.

The outlook revision follows similar action on the sovereign on
Sept. 8, 2017. The government of Kazkahstan fully owns DAMU
through National Management Holding Baiterek (not rated).

S&P said, "Although we assess the likelihood of extraordinary
government support to the consolidated Baiterek group as almost
certain, we don't equalize the group credit profile (GCP)--the
consolidated operations group's creditworthiness, taking into
account extraordinary government support -- with the 'BBB-'
sovereign credit ratings on Kazakhstan. We assess the GCP at
'bb+', given our view of a negative trend regarding government
support and the still sizable risks for the government from not
bailing out entities in Baiterek group if they were under stress.

"We view DAMU as playing a core role within the Baiterek group,
and it accounted for about 10% of the group's consolidated assets
at year-end 2016. DAMU's general mandate to contribute to the
development of Kazakhstan's entrepreneurship and small and midsize
enterprise (SME) sector closely aligns with the Baiterek group's
overall strategy. We also consider it highly unlikely that DAMU
would be sold. Because we assess Baiterek's GCP at 'bb+' and we
regard DAMU as a core group member, our ratings on DAMU are four
notches higher than its 'b' stand-alone credit profile."

S&P also believes there is an extremely high likelihood that the
government would provide timely extraordinary support to DAMU if
needed, based on DAMU's:

-- Integral link with the government of Kazakhstan, which fully
    owns DAMU through Baiterek. DAMU was established in 1997 by a
    presidential decree, and its status is reflected in the law
    On Private Entrepreneurship, which refers to it as an
    institution contributing to entrepreneurship development on
    behalf of the government. S&P does not expect DAMU will be
    privatized in the foreseeable future; and

-- Very important role for the government as the institution
    supporting Kazakhstan's SME sector. The government has set
    the expansion of the sector as a priority for the development
    and diversification of the Kazakh economy. DAMU contributes
    to implementing several government development programs,
    including the SME support program Business Roadmap 2020 and
    the infrastructure program Nurly Zhol, as well as two new
    programs launched at the beginning of 2017, focused on
    developing productive employment, entrepreneurship, and
    housing.

S&P said, "The stable outlook on DAMU mirrors our outlook on the
sovereign ratings on Kazakhstan. We would likely change our
ratings or outlook on DAMU if we took similar rating action on the
sovereign.

"We could also lower the ratings on DAMU if we saw signs of waning
government support to the group or, more broadly, to other
government-related entities over the next 12 months."


DEVELOPMENT BANK: S&P Alters Outlook to Stable, Affirms BB+/B ICR
-----------------------------------------------------------------
S&P Global Ratings said that it had revised its outlook on
Development Bank of Kazakhstan (DBK) to stable from negative. At
the same time, S&P affirmed the 'BB+/B' long- and short-term
foreign and local currency issuer credit ratings on DBK.

S&P said, "We also affirmed the Kazakhstan national scale rating
at 'kzAA-'.

"On Sept. 8, 2017, we revised our outlook on the Republic of
Kazakhstan to stable from negative, reflecting our assessment that
Kazakhstan's monetary policy flexibility has become less
constrained following the sharp decline in resident deposit
dollarization in the economy.

"We view DBK as playing a core role within Kazakhstan's National
Management Holding Baiterek group. Although we assess the
likelihood of extraordinary government support to the consolidated
Baiterek group as almost certain, we don't equalize the group
credit profile (GCP), which reflects the creditworthiness of the
consolidated operations group taking into account extraordinary
government support, with the 'BBB-' sovereign credit ratings on
Kazakhstan. Our assessment of the GCP is one notch lower, at
'bb+', which balances the negative trends in Kazakhstan's
government-related entities sector against the still sizable risks
for the government emanating from not bailing out the entities
within the Baiterek group if they were under stress. (For more
details please see "Ratings On Development Bank of Kazakhstan
Lowered To 'BB+/B' On Negative Trend In Government Support;
Outlook Negative," published June 30, 2017, on RatingsDirect)

"DBK accounted for close to 60% of the Baiterek group's
consolidated assets as of year-end 2016. DBK's general mandate to
contribute to the development of Kazakhstan's economy through
investments in priority sectors closely aligns with the Baiterek
group's overall strategy. We also consider it highly unlikely that
DBK would be sold. As we assess the Baiterek group's credit
profile at 'bb+', and owing to DBK's core status within the
Baiterek group, our ratings on DBK are four notches higher than
its 'b' stand-alone credit profile (SACP).

S&P's 'BB+' long-term ratings on DBK factor in the negative trends
in government support in Kazakhstan, but it still expects the
institution to benefit from a considerable degree of government
backing. Specifically, S&P assesses the likelihood of
extraordinary government support as almost certain based on:

DBK's integral link with the government of Kazakhstan, which fully
owns and monitors DBK through Baiterek Holding. DBK was
established in 2001 by a presidential decree, and it has special
public status as a national development institution under the Law
On the Development Bank of Kazakhstan. For instance, DBK is not
required to have a banking license or to comply with prudential
regulations applicable to commercial banks. The government has
injected additional capital into DBK in the past via Baiterek
Holding. For instance, the share capital was increased by
Kazakhstani tenge (KZT) 40 billion (about $118.5 million) in 2015
and by a further KZT20 billion (about $59 million) in 2016.

DBK's critical role as the primary institution mandated to develop
Kazakhstan's production infrastructure and the processing
industry. It generally provides long-term funding to large and
capital-intensive investment projects that have strategic
significance for the government of Kazakhstan for economic or
social reasons. DBK plays a key role in implementing several
government programs, including the five-year State Program of
Industrial and Innovative Development 2015-2019 and the Nurly-Zhol
State Program for Infrastructure Development.

S&P said, "The stable outlook on DBK mirrors our outlook on the
sovereign ratings on Kazakhstan. Any rating action on the
sovereign would likely result in a similar action on DBK.

"We could lower the ratings on DBK if we saw signs of waning
government support to the group or, more broadly, to other
government-related entities over the next 12 months."


SAMRUK-KAZYNA: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICR
-----------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on the
Kazakh government's holding company Samruk-Kazyna to stable from
negative. At the same time, S&P affirmed its 'BB+/B' long- and
short-term issuer credit ratings on the company.

S&P said, "We also affirmed our 'kzAA-' Kazakh national scale
rating on Samruk-Kazyna and our 'BB+' issue rating on the
company's senior unsecured debt."

The outlook revision on Samruk-Kazyna follows that on Kazakhstan
on Sept. 8, 2017.

S&P sees an almost certain likelihood of Samruk-Kazyna receiving
extraordinary government support in case of need, owing to our
view of Samruk-Kazyna's:

-- Integral link with the government, which fully owns the
    company. Samruk-Kazyna enjoys special public status as a
    national management holding company, and we do not expect the
    government to reduce its stake in or control of the company
    in the foreseeable future. This is despite privatization
    plans regarding some of the subsidiaries Samruk-Kazyna
    controls, as announced by the government in 2015.
    Kazakhstan's prime minister heads Samruk-Kazyna's board, and
    the government is closely involved in determining Samruk-
    Kazyna's strategic decisions; and

-- Critical role for the government as the main vehicle for
    implementing its agenda for strategic industrialization and
    long-term economic sustainability and diversification.
    Samruk-Kazyna controls essentially all of Kazakhstan's
    strategic corporate assets, and it is estimated that the
    consolidated group's assets, including in the oil and gas
    sector, represent more than 40% of GDP. Samruk-Kazyna is a
    key government tool for the implementation of a privatization
    program announced in 2015. Furthermore, Samruk-Kazyna's
    strategic role is set out in several key government documents
    and policy statements.

S&P said, "Although we continue to assess the likelihood of
extraordinary government support for Samruk-Kazyna as almost
certain, our long-term rating on the company is one notch below
that on Kazakhstan because we believe the government's willingness
to support the government-related entity sector is gradually
changing."

S&P said, "The stable outlook on Samruk-Kazyna mirrors that on
Kazakhstan. We would likely change our ratings or outlook on
Samruk-Kazyna if we took similar rating actions on the sovereign.

"We could also lower the ratings on Samruk-Kazyna if we saw signs
of waning government support to the group or, more broadly, to
other government-related entities over the next 12 months."



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


KLABIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to Klabin
Finance S.A.'s proposed senior unsecured notes for $500 million
due 2027. S&P said, "We assigned a '3' recovery rating on these
notes, indicating our expectation for meaningful (65%) recovery in
a hypothetical default scenario. Klabin Finance S.A. is the
financing vehicle of Brazilian forest products company Klabin S.A.
(BB+/Stable/--), which unconditionally and irrevocably guarantees
the notes. Klabin will use the proceeds to finance and refinance
eligible green projects. We expect the company to use most of the
proceeds for refinancing purposes. Therefore, the proceeds won't
significantly affect net leverage, given that the company
continues to pay more expensive debt, and will strengthen Klabin's
capital structure by extending maturities."

Recovery Analysis

Key Analytical Factors

-- The issue-level rating on Klabin Finance's senior unsecured
    notes is 'BB+'.

-- The '3' recovery rating indicates that we expect a recovery
    of about 65% for unsecured lenders under a hypothetical
    default scenario.

-- In S&P's default scenario, EBITDA would decline by
    about 35%.

-- S&P has valued the company on a going-concern basis, using a
    5.0x multiple applied to our projected emergence-level
    EBITDA, which results in an estimated gross emergence value
    of about R$13.8 billion.

-- S&P's recovery analysis assumes that under a hypothetical
    default scenario, the senior unsecured notes would rank pari
    passu to the company's existing and future senior unsecured
    debt, which is also subject to statutory priorities as tax
    and labor obligations.

Simulated default assumptions

-- Simulated year of default: 2022
-- EBITDA at emergence: R$1.7 billion
-- Implied enterprise value (EV) multiple: 5.0x
-- Estimated gross EV at emergence: R$13.8 billion

Simplified waterfall

-- Net EV after 5% administrative costs: R$13.1 billion
-- Priority claims: R$870 million
-- Senior secured debt: R$3.2 billion
-- Unsecured debt: R$13.7 billion
-- Recovery expectation: 65%

RATINGS LIST

  Klabin S.A.
   Corporate Credit Rating
    Global Scale              BB+/Stable/--
    Brazil National Scale     brAAA/Stable/--

  Ratings Assigned

  Klabin Finance S.A.
    Senior Unsecured          BB+
     Recovery Rating          3 (65%)



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


IES GLOBAL: S&P Alters Outlook to Stable on Term Loan Refinancing
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on IES Global B.V. to
stable from negative and affirmed its 'B' corporate credit rating
on the company.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '2' recovery rating to IES Global's proposed $215
million senior secured first-lien term loan due 2022. The '2'
recovery rating indicates our expectation for substantial (70%-
90%; rounded estimate: 80%) recovery for lenders in the event of a
payment default.

"We intend to withdraw our issue-level and recovery ratings on the
company's refinanced senior secured first-lien term loan once the
transaction closes."

The affirmation and outlook revision reflect the expected
improvement in the company's liquidity profile following the
proposed refinancing of its senior secured first-lien term loan,
which should provide it with less restrictive covenants and more
manageable debt maturities. These actions also reflect IES'
better-than-expected performance trends during the second quarter
of 2017 and its good cash flow generation. S&P said, "Moreover, we
now believe that a more favorable outlook for the company's end
markets will allow it to increase its top-line revenue while it
continues to manage its costs and further improve its operating
performance.

"The stable outlook on IES reflects our belief that the less-
restrictive covenants, combined with continued EBITDA growth over
the next 12 months, will enable the company to maintain a cushion
of at least 15% under the first-lien leverage covenant on its
revised term loan. We expect that IES will be able to generate
positive free cash flow over the next 12 months and anticipate
that its credit measures will remain in line with our expectations
for the current rating, including a debt-to-EBITDA metric of 5.0x-
5.5x and a FFO-to-debt ratio of 10%-15%.

"We could lower our ratings on IES if the company sustains debt
leverage of more than 6.5x. We could also lower our ratings if the
company's liquidity and free cash generation deteriorate such that
the headroom under its first-lien leverage covenant declines below
10% and it appears that IES will be challenged to remain in
compliance with its covenants over the next 12 months. This could
occur if weakening economic or construction activity reduces the
demand for the company's products and it is unable to reduce its
costs to offset the lower volumes.

"Although unlikely over the next 12 months, we could raise our
ratings on IES if a stronger-than-expected operating performance
caused the company's credit measures to improve--including a
leverage metric approaching 4.5x--and management demonstrates less
aggressive financial policies that would allow it sustain this
level of leverage going forward."


MOY PARK: S&P Takes 'B+' CCR Off Watch Negative on Pilgrim Deal
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on U.K.-based poultry producer Moy Park Holdings Europe
(Moy Park) and removed the rating from CreditWatch with negative
implications where it was placed on June 16, 2017. The outlook is
negative.

S&P also affirmed its 'B+' issue rating on senior unsecured debt
issued by Moy Park (Bondco) PLC and removed the rating from
CreditWatch negative.

The rating actions follow the recent announcement made by
Pilgrim's Pride Corp. (PPC) that it has agreed to acquire Moy Park
for GBP1 billion (approximately US$1.3 billion) including the
assumption of Moy Park's net debt.

PPC is a vertically integrated protein processing company
primarily engaged in the production of chicken-based products. The
pending transaction represents a 7.1x multiple of trailing 12-
month EBITDA, including expected synergies. Although the
acquisition will provide some geographic diversification, PPC will
remain concentrated in the correlated U.S. and Mexican poultry
markets, which will represent 65% and 13%, respectively, of pro
forma revenues. S&P expects the addition of Moy Park's product
portfolio to add stability to PPC's profits, given its reduced
susceptibility to volatile commodity prices, while slightly
diluting margins.

S&P said, "Although Moy Park is no longer directly owned by JBS
S.A., we view it as the ultimate owner given its over 75%
shareholding interest in PPC. We now assess Moy Park as being
moderately strategic to the PPC group as, in our view, Moy Park is
unlikely to be sold, reasonably successful, and likely to receive
support should it fall into financial difficulty. We also note,
however, that there is no incentive to induce long-term commitment
from the group such as cross-default clauses in financing
documents. We maintain our assessment of the group's stand-alone
credit profile at 'bb', reflecting the weak business risk and
intermediate financial risk profiles. The existing bond indenture
significantly restricts increases in indebtedness, cash payments,
and asset sales, which protects bondholder value. This supports
our view that the Moy Park should be able to maintain adjusted
leverage below 3.0x. Moy Park will be a fully consolidated
subsidiary of PPC, however, and as such cannot be rated higher
than its parent. We therefore assign a negative outlook to the
corporate credit rating.

"The outlook on Moy Park reflects the negative ratings outlook on
JBS, and our opinion that PPC will remain a highly strategic
subsidiary of JBS, which effectively ties the ratings on PPC to
those of its parent. The negative outlook on JBS reflects our view
that potential contingent liabilities could hurt JBS' liquidity or
its future leverage.

"If JBS raised its contingent liabilities to a high level, with a
tight payment schedule, the company could face liquidity pressure,
depending on its access to refinancing. In such a scenario, we
could lower the ratings by at least one notch, and subsequently
downgrade PPC and Moy Park. We believe the risk of these
liabilities raising leverage to such an extent that it would
trigger a downgrade is low, given JBS' current leverage, operating
performance, and intention to sell assets. Such a scenario would
require funds from operations to debt levels to be below 12% and
EBITDA interest coverage below 2x.

"We could lower the rating on Moy Park if its financial risk
profile weakened such that debt to EBITDA were above 5.0x on a
sustainable basis. This would most likely be the result of
significant debt funded acquisitions and operating
underperformance in Moy Park's operations. If the company were
unable to successfully pass on increases in input costs; had a
major disruption to operating activity as a result of integration
challenges; or experienced a widespread disease outbreak such as
avian flu, this could lead to this substantial increase in
leverage.

"We could revise the outlook on Moy Park to stable if we revised
the outlook on JBS to stable, and therefore took the same action
on PPC. We could revise the outlook on JBS if it managed to sell
assets, resulting in lower leverage and improved liquidity, and if
we had greater clarity on future contingent liabilities and we
perceived reduced reputational risks."



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


NORSKE SKOG: Senior Secured Bondholders Demand Repayment of Notes
-----------------------------------------------------------------
Luca Casiraghi at Bloomberg News reports that Norske
Skogindustrier ASA's senior secured bondholders demanded immediate
repayment, hours after the Norwegian papermaker said it was
readying a new proposal for restructuring a US$1 billion debt
pile.

According to Bloomberg, a statement on Sept. 12 said the demand
covered the company's EUR290 million (US$347 million) of December
2019 notes.

Bondholders have installed new directors at the units that issued
the debt, including naming former Norske Skog chief executive
office Sven Ombudtsvedt as chairman, Bloomberg relates.

Norske Skog earlier on Sept. 12 said it planned to unveil a new
debt plan next week, the latest step in a debt saga that has
dragged on for years, Bloomberg relays.  The company's previous
restructuring plan unraveled last month after Norwegian
businessman Christen Sveaas bought a stake and forced a review,
Bloomberg recounts.

The company said in a statement on Sept. 13 the board still plans
to present a new debt plan by Sept. 18, Bloomberg notes.

The papermaker, as cited by Bloomberg, said the secured
bondholders are yet to take possession of any assets and a
transfer "will be a complicated and unpredictable process for all
involved parties".  The bondholders have a claim over most of
Norske Skog's assets, including its seven paper mills, Bloomberg
states.

                       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
August 7, 2017, S&P Global Ratings lowered to 'D' (default) from
'C' its issue rating on the unsecured notes due in 2026 issued by
Norwegian paper producer Norske Skogindustrier ASA (Norske Skog).
At the same time, S&P removed the rating from CreditWatch with
negative implications, where the rating placed it on June 6, 2017.
S&P said, "We also affirmed the long- and short-term corporate
credit ratings on Norske Skog at 'SD' (selective default) and
affirmed our 'D' issue rating on the senior secured notes maturing
in 2019."  The 'C' ratings on the remaining unsecured debt remain
on CreditWatch negative. The recovery rating on these notes is
unchanged at '6', reflecting our expectation of negligible (0%-
10%) recovery in the event of a conventional default.  The
downgrade follows the nonpayment of the cash coupon due on Norske
Skog's 2026 unsecured notes before the contractual grace period
expired on July 30, 2017.

The TCR-Europe reported on July 24, 2017 that Moody's Investors
Service downgraded the probability of default rating (PDR) of
Norske Skogindustrier ASA (Norske Skog) to Ca-PD/LD from Caa3-PD.
Concurrently, Moody's has affirmed Norske Skog's corporate family
rating (CFR) of Caa3.  In addition, Moody's also affirmed the C
rating of Norske Skog's global notes due 2026 and 2033 and its
perpetual notes due 2115, the Caa2 rating of the senior secured
notes issued by Norske Skog AS and downgraded the rating of the
global notes due 2021 and 2023 issued by Norske Skog Holdings AS
to Ca from Caa3.  The outlook on the ratings remains stable.  The
downgrade of the PDR to Ca-PD/LD from Caa3-PD reflects the fact
that Norske Skog did not pay the interest payment on its senior
secured notes issued by Norske Skog AS, even after the 30 day
grace period had elapsed on July 15.  This constitutes an event
of default based on Moody's definition, in spite of the existence
of a standstill agreement with the debt holders securing that an
enforcement will not be made under the secured notes due to non-
payment of interest.  In addition, the likelihood of further
events of defaults in the next 12-18 months remains fairly high,
as the company is also amidst discussions around an exchange
offer that would most likely involve equitisation of debt, which
the rating agency would most likely view as a distressed
exchange.



===========
P O L A N D
===========


ENERGA SA: Fitch Rates EUR250-Mil. Hybrid Bonds 'BB+'
-----------------------------------------------------
Fitch Ratings has assigned Energa S.A.'s EUR250 million (PLN1.1
billion) hybrid bonds a final rating of 'BB+'. The securities
qualify for 50% equity credit. The final rating follows the
receipt of documents conforming to information already received
and is in line with the expected rating assigned on 1 September
2017.

The hybrid bonds were subscribed by the European Investment Bank
(EIB). The proceeds will be used to finance capex for the
distribution segment. The bonds' rating and assignment of equity
credit are based on Fitch's hybrids methodology, "Non-Financial
Corporates Hybrids Treatment and Notching Criteria", April 2017,
available at www.fitchratings.com.

KEY RATING DRIVERS

KEY RATING DRIVERS OF THE HYBRID BONDS
Ratings Reflect Deep Subordination: The notes are rated two
notches below Energa's Long-Term Issuer Default Rating (IDR;
BBB/Stable) given their deep subordination and consequently lower
recovery prospects in a liquidation or bankruptcy scenario
relative to the senior obligations. The notes are subordinated to
all senior debt.

Net Leverage to Rise: Fitch forecasts Energa's funds from
operations (FFO) adjusted net leverage will increase to about 3.2x
in 2018-2020 due to large capex. This is close to the maximum
leverage of 3.5x commensurate with the 'BBB' rating and leaves the
company with limited rating headroom. The EUR250 million hybrid
bonds with 50% equity credit slightly improved Energa's FFO
adjusted net leverage by about 0.3x.

Support to Capital Structure: If the group's financial profile has
improved by the first call date of the hybrids (2023 for tranche
A) management may decide to refinance the hybrids with senior
unsecured debt. If the group's leverage is close to the net
debt/EBITDA covenant of 3.5x, which is included in some long-term
funding agreements, management is expected to replace the hybrid
with a similar instrument. Both scenarios are compatible with
Fitch's interpretation of permanence. The important aspect is that
the hybrid capital will support the capital structure in a stress
case.

Equity Treatment Given Equity-Like Features: The securities
qualify for 50% equity credit as they meet Fitch's criteria with
regard to deep subordination, remaining effective maturity of at
least five years, full discretion to defer coupons for at least
five years and limited events of default. These are key equity-
like characteristics, affording Energa greater financial
flexibility. Equity credit is limited to 50% given the hybrid's
cumulative interest coupon, a feature considered more debt-like in
nature.

Effective Maturity Dates: The notes are due 16 years from the
issue date (tranche A for EUR125 million) and 20 years from the
issue date (tranche B for EUR125 million). The coupon step-up of
75bp from the first call date in 2023 (tranche A) and in 2027
(tranche B) is within Fitch's aggregate threshold rate of 100bp.
However, the second coupon step-up of 50bp from 2028 (tranche A)
and from 2032 (tranche B) leads to an aggregate step-up of 125bp,
which is above Fitch's threshold. As a result, the effective
maturity date is 2028 (tranche A) and 2032 (tranche B) according
to Fitch's hybrid criteria. The equity credit of 50% would change
to 0% five years before the effective maturity date.

This means that the hybrids are eligible for 50% equity credit for
six years in tranche A and 10 years in tranche B, which is a
comparatively short period. The issuer has the option to redeem
the notes on the first reset date (2023 for tranche A and 2027 for
tranche B) and the second reset date (2028 for tranche A and 2032
for tranche B).

Cumulative Coupon Limits Equity Treatment: The interest coupon
deferrals are cumulative, which results in 50% equity treatment
and 50% debt treatment of the hybrid notes by Fitch. Despite the
50% equity treatment, Fitch treats coupon payments as 100%
interest. The company will be obliged to make a mandatory
settlement of deferred interest payments under certain
circumstances, including the payment of a dividend.

Incentive-based Contribution: Fitch is aware that contractual
arrangements between the EIB and Energa include the possibility
for an incentive-based contribution towards the capital project
related to the Juncker plan, if Energa complies with its
obligations under the project agreement with EIB. These include
carrying out the project in accordance with the technical
description and within a specified final date, implementation and
operation of the project in compliance with EU and Polish
environmental legislation, and meeting a few corporate governance
requirements specified in the project agreement.

KEY RATING DRIVERS FOR ENERGA

Distribution Supports Credit Profile: Energa's creditworthiness
benefits from a high EBITDA contribution from regulated
electricity distribution (81% of 1H17 EBITDA), characterised by a
lower business risk and better cash-flow predictability than
conventional generation. Fitch expects the share of regulated
EBITDA to average close to 80% in 2016-2020, contributing to cash-
flow visibility. Despite allocating fairly large capex for power
generation by 2025 (about 30% in 2016-2025), distribution
continues to dominate Energa's capex plan with about 65% in 2016-
2025.

Ostroleka C Project Increases Business Risk: In Fitch views, the
reinstatement of the Ostroleka C coal-fired power plant project in
2016 increases business risk for Energa given weak market
conditions for conventional power generation. Risks related to
Ostroleka C are mitigated by the planned construction of the plant
in a 50:50 partnership with another Polish integrated utility,
ENEA S.A (BBB/Stable), which has recent experience in constructing
a coal-fired plant.

The risks of Ostroleka C are also mitigated by the expected
introduction of a capacity market in Poland and a favourable coal
price formula in the supply contract with domestic coal mining
group Polska Grupa Gornicza Sp. z o.o. (PGG), supporting the
margin on power generation.

Large Capex: Fitch views the capex in the strategic plan published
in November 2016 as large in the context of Fitch's projections
for 2017-2020 EBITDA. The new strategy assumes total capex of
PLN20.6 billion for 2016-2025, which is about 2% more a year than
the previous plan for 2014-2022.

Financial Flexibility: In addition to the recent issue of hybrid
bonds, which has slightly improved the leverage ratio, Energa has
some flexibility in its capex plan and may postpone or cancel some
projects. The company also plans further efficiency enhancements.

Financial Policy: One of the key elements of Energa's strategy is
to maintain its investment-grade rating and its net debt/EBITDA
ratio below the covenant of 3.5x. Energa plans to implement two
large projects in generation, Ostroleka C and an 80MW hydro power
plant on the Vistula river, in partnerships to share the projects'
capex and risks and lower the projects' negative impact on credit
metrics.

Projects Drive Capex Peak: Capex will peak in 2021-2023, the
period for which most of the capex for the Ostroleka C project and
a substantial part of the capex for Vistula is planned. This is
beyond Fitch horizon for the rating. However, if FFO adjusted net
leverage is above 3.5x in 2021-2023 this may lead to negative
rating action in 2018-2019.

Further Cash-Flow Support: Energa expects that both projects will
receive additional cash-flow support, for instance, capacity
payments in the case of Ostroleka C. Implementation of Ostroleka C
without a new capacity market mechanism may be negative for the
rating. Fitch does not include any cash inflows related to the
contemplated capacity market in Fitch rating-case forecast until
2020.

Rated on Standalone Basis: Energa is 51.52%-owned by the Polish
state (A-/Stable), but Fitch rates it on a standalone basis
because Fitch assess the legal, operational and strategic links
with the state as moderate based on Fitch parent and subsidiary
rating linkage criteria. In Fitch views, the links have had an
incrementally stronger impact on the company under the current
government, which has been in place since November 2015. Examples
include a less-generous dividend policy, which is aligned with
Energa's investment process including the reinstatement of the
Ostroleka C project.

DERIVATION SUMMARY

Energa's and TAURON Polska Energia S.A.'s (Tauron, BBB/Stable)
business profiles benefit from the large share of regulated
distribution in EBITDA, which provides good cash-flow visibility
at times when another key segment, conventional power generation,
is under pressure. This supports the ratings. Two other Polish
utilities, PGE Polska Grupa Energetyczna S.A. (BBB+/Stable) and
ENEA, have a lower share of regulated distribution than Tauron and
Energa.

KEY ASSUMPTIONS

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

- weighted-average cost of capital in the distribution segment
   fell to 5.7% in 2016 from 7.2% in 2015 (and 6.8% when applying
   the one-off haircut applied by the regulator), before
   gradually increasing to 6% in 2020;
- 5% haircut reducing return on the distribution's regulated
   asset base incorporated from 2018;
- wholesale baseload power prices falling to about PLN155 per
   MWh by 2019-2020;
- capex and acquisitions of about PLN10 billion in 2016-2020;
- no dividends in 2018-2020.

RATING SENSITIVITIES

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

- Continued focus on the distribution business in capex and
   overall strategy, together with FFO adjusted net leverage
   below 2.5x on a sustained basis, supported by management's
   more conservative leverage target

- Improvements in the regulatory framework, together with
   distribution networks remaining a dominant earning stream for
   Energa, may lead to an upgrade of Energa's and Energa Finance
   AB (publ)'s senior unsecured rating in a one-notch uplift over
   the Long-Term IDR

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

- Increase in FFO adjusted net leverage to above 3.5x or FFO
   fixed charge cover below 5x on a sustained basis, for example,
   due to full implementation of capex, acquisitions and weaker-
   than-expected operating cash flow.
- Acquisitions of stakes in coal mines or other form of support
   for state-owned mining companies under financial pressure
   leading to net leverage above 3.5x or substantially worsening
   Energa's business profile.
- A substantial tax payment arising from an increase in the
   nominal value of Energa's shares. This is a cash-flow and
   operating environment risk for Energa and other Polish state-
   controlled utilities as the government contemplates an
   increase of the nominal value of their shares. Such an
   increase would be subject to approval at the shareholders'
   meeting. This tax payment is not included in Fitch assumptions
   for the rating case. Fitch treat this as event risk and a
   potential corporate governance issue.

LIQUIDITY

Adequate Liquidity: Energa has sufficient liquidity and a well-
spread debt maturity profile. At end-June 2017 Energa had Fitch-
calculated readily available cash of PLN2.2 billion against short-
term debt of PLN0.4 billion. Energa's committed unused financing
at end-June 2017 amounted to PLN0.9 billion. The first large debt
repayment is not due until 2019, when PLN0.7 billion of net debt
matures. The issue of hybrid bonds has further supported the
company's liquidity.

FULL LIST OF RATINGS

Energa S.A.

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

Foreign- and local-currency senior unsecured ratings of 'BBB'

Hybrid bonds assigned a final rating of 'BB+'

National Long-Term Rating of 'A+(pol)'; Stable Outlook

National senior unsecured rating of 'A+(pol)'

Energa Finance AB (publ), guaranteed by Energa S.A.

Foreign-currency senior unsecured rating of 'BBB'



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


BRADLEY HOWARD: Oct. 5 Proofs of Debt Filing Deadline Set
---------------------------------------------------------
Pursuant to Rule 14.28 of the Insolvency (England & Wales) Rules
2016, that the Joint Trustees of Bradley Howard Friedel intends to
declare a First and Final dividend to the unsecured creditors of
the estate within two months of the last date for proving
specified below.  Creditors who have not yet proved their debts
must lodge their proofs at 15 Canada Square, Canary Wharf, London,
E14 5GL, United Kingdom by October 5, 2017 (the last date for
proving).  The Joint Trustees are not obliged to deal with proofs
lodged after the last date for proving.

John David Thomas Milsom and David Standish of KPMG LLP were
appointed Joint Trustees of the Company on February 2, 2011.

Further information about this case is available from Lyndsay
Burch at the offices of KPMG LLP on +44(0)-1189642268.


SEADRILL LTD: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Seadrill Limited
             11210 Equity Drive, Suite 150
             Houston, TX 77041

Type of Business: Seadrill Limited is an offshore drilling company
                  for the oil and gas industry with more than
                  4,780 employees and active operations in 22
                  countries worldwide.  The Debtors' primary
                  business is the provision of offshore drilling
                  services required for the exploration and
                  production of oil and gas resources in shallow-,
                  mid-, deep-, and ultra-deepwater areas, and in
                  benign and harsh environments offshore.  The
                  Debtors and their managed non-Debtor
                  affiliates own or lease a fleet of 51 rigs,
                  including 27 floaters (drillships or semi-
                  submersibles), 21 jack-ups and 3 tender
                  rigs.  A significant portion of the Debtors'
                  fleet is operational and under contract with
                  major oil companies like Exxon Mobil,
                  Statoil, Total, and Petroleo Brasileiro S.A.
                  The Debtors are headquartered in Hamilton,
                  Bermuda, with corporate services provided
                  from offices located in the United States
                  (Houston, Texas), the United Kingdom, Dubai,
                  Norway, Mexico, and Brazil.  They also have
                  significant assets and operations across the
                  United States, Europe, Asia, the Middle
                  East, Africa, and North and South America.
                  Seadrill Limited, together with its Debtor
                  affiliates and managed non-Debtor
                  affiliates, reported approximately $3.2
                  billion of EBITDA on operating revenues of
                  approximately $5.1 billion for 2016.  As of
                  Sept. 12, 2017, the funded debt obligations
                  of Seadrill Limited and its Debtor
                  affiliates and managed non-Debtor affiliates
                  totaled $13.4 billion, while the Debtors'
                  funded debt obligations totaled
                  approximately $8.0 billion.

                  Web site: http://www.seadrill.com/

Chapter 11 Petition Date: September 12, 2017

Eighty-six affiliated debtors that simultaneously filed Chapter 11
bankruptcy petitions:

     Debtor                                           Case No.
     ------                                           --------
     Seadrill Limited                                 17-60079
     Seadrill Americas, Inc.                          17-60077
     Sevan Drilling North America LLC                 17-60078
     North Atlantic Drilling Ltd.                     17-60080
     Sevan Drilling Ltd. (Bermuda)                    17-60081
     Eastern Drilling AS                              17-35367
     North Atlantic Alpha, Ltd.                       17-60082
     North Atlantic Crew AS                           17-60083
     North Atlantic Crewing Ltd.                      17-60084
     North Atlantic Drilling UK Ltd                   17-35368
     North Atlantic Elara, Ltd.                       17-60085
     North Atlantic Epsilon Ltd.                      17-60086
     North Atlantic Linus Charterer Ltd.              17-60087
     North Atlantic Management AS                     17-35369
     North Atlantic Navigator Ltd.                    17-60088
     North Atlantic Norway Ltd.                       17-60089
     North Atlantic Phoenix Ltd.                      17-60090
     North Atlantic Support Services Limited          17-60091
     North Atlantic Venture Ltd.                      17-60092
     Scorpion Drilling Ltd.                           17-60093
     Scorpion Intrepid Ltd.                           17-60094
     Scorpion Servicos Offshore Ltda                  17-60095
     Scorpion Vigilant Ltd.                           17-60096
     Sea Dragon de Mexico S. de R.L. de C.V.          17-60097
     Seadrill Abu Dhabi Operations Limited            17-60098
     Seadrill Angola, Lda                             17-60099
     Seadrill Aquila Ltd.                             17-60100
     Seadrill Ariel Ltd.                              17-60101
     Seadrill Brunei Ltd.                             17-60102
     Seadrill Callisto Ltd.                           17-60103
     Seadrill Capital Spares Pool AS                  17-60104
     Seadrill Carina Ltd.                             17-60105
     Seadrill Castor Ltd.                             17-60106
     Seadrill Castor Pte. Ltd                         17-60107
     Seadrill Cressida Ltd                            17-60108
     Seadrill Deepwater Charterer Ltd.                17-60109
     Seadrill Deepwater Crewing Ltd.                  17-60110
     Seadrill Deepwater Units Pte. Ltd.               17-60111
     Seadrill Dorado Ltd.                             17-60112
     Seadrill Draco Ltd.                              17-60113
     Seadrill Eclipse Ltd.                            17-60114
     Seadrill Eminence Ltd                            17-60115
     Seadrill Far East Limited                        17-60116
     Seadrill Freedom Ltd.                            17-60117
     Seadrill GCC Operations Ltd.                     17-60118
     Seadrill Gemini Ltd                              17-60119
     Seadrill Global Services Ltd                     17-60120
     Seadrill Gulf Operations Neptune LLC             17-60121
     Seadrill Indonesia Ltd.                          17-60122
     Seadrill International Resourcing DMCC           17-60123
     Seadrill Jack Up Holding Ltd                     17-60124
     Seadrill Jack Up I B.V.                          17-60126
     Seadrill Jack Up II B.V.                         17-60127
     Seadrill Jupiter Ltd                             17-60125
     Seadrill Labuan Ltd                              17-60128
     Seadrill Libra Ltd.                              17-60129
     Seadrill Management (S) Pte. Ltd.                17-60130
     Seadrill Management AME Ltd                      17-60131
     Seadrill Management Ltd                          17-60132
     Seadrill Neptune Hungary Kft.                    17-60133
     Seadrill Newfoundland Operations Ltd.            17-60134
     Seadrill Nigeria Operations Limited              17-60135
     Seadrill Offshore AS                             17-60136
     Seadrill Offshore Malaysia Sdn. Bhd.             17-60137
     Seadrill Offshore Nigeria Limited                17-60138
     Seadrill Operations de Mexico, S. de R.L. de C.V.17-60139
     Seadrill Orion Ltd                               17-60140
     Seadrill Pegasus (S) Pte. Ltd.                   17-60141
     Seadrill Prospero Ltd.                           17-60142
     Seadrill Saturn Ltd                              17-60143
     Seadrill Servicos de Petroleo Ltda               17-60144
     Seadrill Telesto Ltd.                            17-60145
     Seadrill Tellus Ltd.                             17-60146
     Seadrill Tucana Ltd                              17-60147
     Seadrill UK Ltd                                  17-60148
     Sevan Brasil Ltd.                                17-60149
     Sevan Driller Ltd.                               17-60150
     Sevan Drilling Limited (UK)                      17-60151
     Sevan Drilling Pte. Ltd                          17-60152
     Sevan Drilling Rig II AS                         17-60153
     Sevan Drilling Rig II Pte. Ltd.                  17-60154
     Sevan Drilling Rig V AS                          17-60155
     Sevan Drilling Rig V Pte. Ltd                    17-60156
     Sevan Drilling Rig VI AS                         17-60157
     Sevan Louisiana Hungary Kft.                     17-60158
     Sevan Marine Servicos de Perfuracao Ltda         17-60159

Court: United States Bankruptcy Court
       Southern District of Texas (Victoria)

Judge:                Hon. David R Jones

Debtors'
General
Bankruptcy
Counsel:              Anna G. Rotman, P.C.
                      Brian E. Schartz, Esq.
                      KIRKLAND & ELLIS LLP
                      KIRKLAND & ELLIS INTERNATIONAL LLP
                      609 Main Street
                      Houston, Texas 77002
                      Tel: (713) 836-3600
                      Fax: (713) 836-3601
                      Email: anna.rotman@kirkland.com
                             brian.schartz@kirkland.com

                         - and -

                      James H.M. Sprayregen, P.C.
                      Anup Sathy, P.C.
                      Ross M. Kwasteniet, P.C.
                      Adam C. Paul
                      KIRKLAND & ELLIS LLP
                      KIRKLAND & ELLIS INTERNATIONAL LLP
                      300 North LaSalle Street
                      Chicago, Illinois 60654
                      Tel: (312) 862-2000
                      Fax: (312) 862-2200
                      E-mail: james.sprayregen@kirkland.com
                              anup.sathy@kirkland.com
                              ross.kwasteniet@kirkland.com
                              adam.paul@kirkland.com

Debtors'
Co-Bankruptcy
Counsel:              Patricia B. Tomasco, Esq.
                      Matthew D. Cavenaugh, Esq.
                      JACKSON WALKER L.L.P.
                      1401 McKinney Street, Suite 1900
                      Houston, Texas 77010
                      Tel: (713) 752-4284
                      Fax: (713) 308-4184
                      E-mail: ptomasco@jw.com
                              mcavenaugh@jw.com

                         - and -

                      Jennifer F. Wertz, Esq.
                      JACKSON WALKER L.L.P.
                      100 Congress Avenue, Suite 1100
                      Austin, Texas 78701
                      Tel: (512) 236-2247
                      Fax: (512) 391-2147
                      E-mail: jwertz@jw.com

                         - and -

                      Rachel Biblo Block, Esq.
                      JACKSON WALKER L.L.P.
                      2323 Ross Avenue, Suite 600
                      Dallas, Texas 75201
                      Tel: (214) 953-6070
                      Fax: (214) 661-6810
                      E-mail: rblock@jw.com

Debtors'
Co-Corporate
Counsel:              SLAUGHTER AND MAY

                        - and -

                      CONYERS DILL & PEARMAN LIMITED

                        - and -

                      ADVOKATFIRMAET THOMMESSEN AS

Debtors'
Financial
Advisor:              HOULIHAN LOKEY

Debtors'
Restructuring
Advisor:              ALVAREZ & MARSAL

Debtors'
Notice &
Claims
Agent:                PRIME CLERK LLC
                      https://cases.primeclerk.com/seadrill
Seadrill Ltd.'s
Estimated Assets: $10 billion to $50 billion

Seadrill Ltd.'s
Estimated Debts: $10 billion to $50 billion

The petitions were signed by Mark Morris, chief financial officer.
A full-text copy of Seadrill Americas' petition is available for
free at http://bankrupt.com/misc/txsb17-60077.pdf

Debtors' List of 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Deutsche Bank Trust Company           Unsecured      $843,000,000
Americas Trust & Securities           Bond Debt
Services
60 Wall Street
MS NYC60-2710
New York, NY 10005 United States
Name: John Cryan, CEO
Tel: +1 212 250 2500
Fax: +1 732 578 4635

Deutsche Bank Trust Company           Unsecured      $479,000,000
Americas Trust & Securities           Bond Debt
Services
100 Plaza One
Mailstop JCY03-0699
Jersey City, NJ 07311
United States
Name: John Cryan, CEO
Tel: + 1 212 250 2500
Fax: + 1 732 578 4635

Deutsche Bank Trust Company           Unsecured      $413,000,000
Americas Trust &  Securities          Bond Debt
Services
60 Wall Street
MS NYC60-1630
New York, NY 10005
United States
Name: John Cryan, CEO
Tel: +1 212 250 2500
Fax: +1 732 578 4635

Nordic Trust ASA - NOK 1.8BN          Unsecured      $210,000,000
Senior Unsecured                      Bond Debt
Haakon VII Gate 1
Oslo N-0161 Norway
Name: Erik Marin-Andresen
Tel: +47 22 87 94 09
Email: mail@nordictrustee.no

Nordic Trust ASA - NOK 1.5BN          Unsecured      $165,000,000
Senior Unsecured                      Bond Debt
Haakon VII Gate 1
Oslo N-0161 Norway
Name: Erik Marin-Andresen
Tel: +47 22 87 94 09
Email: mail@nordictrustee.no

Nordic Trust ASA - SEK 1.5BN          Unsecured       $165,000,000
Senior Unsecured                      Bond Debt
Haakon VII Gate 1
Oslo N-0161 Norway
Name: Erik Marin-Andresen
Tel: +47 22 87 94 09
Email: mail@nordictrustee.no

Daewoo Ship & Marine                Contract Claim    $909,500,000
Engineering (DSME) - West
Aquila & West Libra
3370
Geoje-Daero
Geoje-Si
Gyeongsangnam-do Korea,
Republic of
Name: Sung Leep Jung, CEO &
President
Tel: 02 2129 0114

Samsung Heavy Industries (SHI)-      Contract Claim   $728,000,000
Draco and Dorado 23
Pangyo-Ro 227 Beon-Gil
Bundang-Gu
Seongnam-Si
Gyeonggi-do (13486) Korea
Republic of
Name: Dae-young Park
President & CEO
Tel: 82-31 5171-7000

ABN Amro Bank N.V. Singapore            Guarantee     $126,655,510
Branch (Sapura Rubi Bank Debt
($780M Loan))
80 Raffles Place
#10-20
Singapore 048583 Singapore
Name: Erwin de Villenueve
Email: erwin.de.villenueve@sg.abnamro.com

ABM Amro Bank N.V., Singapore           Guarantee     $122,114,347
Branch (Sapura Jade Bank Debt
($780M Loan)
80 Raffles Place
#10-20
Singapore 048583 Singapore
Name: Erwin de Villenueve
Tel: +65 6539 4788
Email: erwin.de.villenueve.sg.abnamro.com

ABN Amro Bank N.V., Singapore           Guarantee     $118,684,570
Branch (Sapura Onix Bank Debt
($780M Loan))
80 Raffles Place
#10-20
Singapore 048583 Singapore
Name: Erwin de Villenueve
Tel: +65 6539 4788
Email: erwin.de.villenueve@sg.abnamro.com

ABN Amro Bank N.V. Singapore            Guarantee     $112,419,717
Branch (Sapura Diamante Bank Debt
($543M Loan))
One Raffles Quay South Tower Level 26
#10-20
Singapore 048583 Singapore
Name: Erwin de Villenueve
Tel: +65 6539 4788
Email: erwin.de.villenueve@sg.abnamro.com

ABN Amro Bank N.V. Singapore            Guarantee    $105,778,996
Branch (Sapura Topazio Bank Debt
($543M Loan))
80 Raffles Place
#10-20
Singapore 048583 Singapore
Name: Erwin de Villenueve
Tel: +65 6539 4788
Email: erwin.de.villenueve@sg.abnamro.com

Swedbank                             Swap Liability   $61,810,000
Landsvagen 40
172 63 Sundyberg
105 34
Stockholm 8901-1 Sweden
Name: Birgitte Bonnesen
President and CEO
Tel: 46 8 5859 00 00
Fax: 46 8 796 80 92

Nordea Bank AB, London Branch        Swap Liability   $57,358,000
Attn: Mike Sheppard & Andrew Searle
8th Floor, City Palace House
55 Basinghall Street
London EC2V 5NB United Kingdom
Name: Mike Sheppard & Andrew Searle
Tel: 44 020 7726 9248
Fax: 44 020 7726 9102

Danske Bank A/S                      Swap Liability    $52,111,000
Holmens Kanal 2-12
Kobenhavn K DK-1092 Denmark
Name: Thomas F. Borgen, CEO
Tel: +45 33 44 00 00
Email: danskebank@danskenbank.dk

DNB Bank ASA                         Swap Liability    $44,254,000
Attn: Rune Bjerke, CEO
Dronning Eufemias Gate 30
Oslo 0191 Norway
Name: Rune Bjerke, CEO
Tel: 47 48014249
Fax: 47 24050401

Skandinaviska Enkilda Banken AB      Swap Liability    $34,567,000
Kungstradgardsgatan 8
SE-106 40
Stockholm Sweden
Name: John Torgeby
President and CEO
Tel: +46 771 62 10 00

ABN Amro Bank N.V.                   Swap Liability    $11,548,000
Attn: Agency Syndicated Loans
Gustav Mahlerlaan 10
Amsterdam 1082 PP
The Netherlands
Name: Kees van Dijkhuizen, CEO
Tel: 0900-0024
Fax: 31 20 628 6985

Therlium Industrias Y Logistica S.A.      Trade        $3,761,522
Ave. PPAL Lecheria CE Pineda and
Pineda
Piso 5
Lecheria 6001 Venezuela
Name: President or General Counsel
Tel: +4248602524

Dril-Quip (Europe) Ltd.                   Trade        $1,573,967
100 Stoneywood Park Dyce
Aberdeen AB21 7DZ United Kingdom
Name: Blake DeBerry,
President & CEO
Tel: +44 1224 727000
Fax: +44 1224 727 070

Sodexo Remote Sites                       Trade        $1,477,882
Partnership
9801 Washington Blvd
Gaithersburg, MD 20878
United States
Name: President or General Counsel
Tel: 301 987 4000

SMEDVIG                                   Trade          $680,004
Lokkeveien 103
Stavanger N-4004 Norway
Name: President or General Counsel
Tel: +47 51 50 96 00

ATP UK Ltd                                Trade          $501,343
Rivercastle House
10 Leake Street
London SE1 7NN United Kingdom
Name: President or General Counsel
Tel: 0044 207 111 8500

Det Norske Veritas (Canada) Ltd.          Trade          $493,935
121 Kelsey Drive
St John's, NL A1B 0L2 Canada
Name: President or General Counsel
Tel: 1 709 733 3131

DNB Livsforsikring ASA                    Trade          $487,916
Dronning Eufemias
Gate 30
Oslo 0191 Norway
Name: President or General Counsel
Tel: + 47 915
03000/04800/07700

Port Logistic Agencia Maritima Ltda       Trade          $476,429
Av Venezuela
27
10 Andar Centro
Rio De Janeiro-RJ 20081 311 Brazil
Name: President or General Counsel
Tel: + 55 21 2516 3218
Email: opx.vix@port-logistic.com

Pensjonstrygden For Sjomenn               Trade          $372,274
Postboks 8143 Dep.
Oslo 33 Norway
Name: President or General Counsel
Tel: 22 35 89 00

Algosaibi Services Company Limited        Trade          $360,846
PO Box 4131
Damman 31491 Saudi Arabi
Name: Jeffrey J.D. Thomas
Tel: (+966-3) 847-4444
Fax: (+966-3)847-1845
Email: jthomas@algosaibi.com.sa

General Electric Company                  Trade          $356,241
41 Farnsworth Street
Boson, MA 02210 United States
Name: President or General Counsel
Tel: (617) 443-3000

National Oilwell Varco L.P.               Trade           $324,717
10353 Richmond Ave
Houston, TX 77042-4200
United States
Name: President or General Counsel
Tel: 713 346 7500

Banco Citibank S.A.                       Trade           $317,296
Av. Paulista
1111
Bela Vista
Sao Paulo-SP 01311-920 Brazil
Name: President or General Counsel
Tel: +55 11 4009-2536

IBM United Kingdom Ltd.                   Trade           $293,056
PO Box 41
North Harbour
Portsmouth Hampshire P06 3Au
United Kingdom
Name: President or General Counsel
Tel: +44 (0) 23 92 56 1000

Sonils LDA                                Trade           $287,014
RUA 6
I.L. Boavista
Luanda Angola
Name: President or General Counsel
Tel: +244 222 670400

Rignet, Inc.                              Trade           $282,276
15115 Park Row
Suite 300
Houston, TX 77084 United States
Name: President or General Counsel
Tel: (281) 674-0100
Fax: (281) 674-0101

ALP Maritime Services B.V.                Trade           $265,000
Maastoren 40th Floor
Wilhelminakade 01
Rotterdam 3072AP
The Netherlands
Name: President or General Counsel
Tel: + 31 10 290 65 55
Fax: + 31 1-290 65 50

Cameron USA                               Trade           $241,290

Pentagon Freight Services, Inc.           Trade           $213,463

AMOSCO                                    Trade           $209,478

International SOS (Malaysia) SDN BHD      Trade           $205,899

Tenerife Shipyards S.A.                   Trade           $192,226

EM&I (Trading) Ltd.                       Trade           $191,327

Drammensveien 288 AS                      Trade           $186,569

IDTV Digital DWC-LLC                      Trade           $173,759

Kelvin Catering Services                  Trade           $173,566
(Emirates) LLC

Louisiana Machinery Co. LLC               Trade           $167,203

Novagest-Servicos E Gestao S.A.           Trade           $152,306

Sonimech Limitada                         Trade           $152,125

Bradesco Saude                            Trade           $151,016

American Petroleum Institute              Trade           $150,000


SEADRILL LTD: Files for Chapter 11 to Restructure $8-Bil. in Debt
-----------------------------------------------------------------
Seadrill Limited and certain of its subsidiaries commenced Chapter
11 proceedings after reaching an agreement on the terms of a plan
that would restructure $8 billion in debt and provide the
deepwater drilling contractor $1.06 billion of new capital.

Seadrill has entered into a restructuring agreement with more than
97% of its secured bank lenders, 40% of its bondholders, and a
consortium of investors led by its largest shareholder, Hemen
Holding Ltd.

According to Edgar W. Mosley II, managing director at Alvarez &
Marsal North America, LLC, the Debtors' restructuring advisor, the
restructuring contemplated by the RSA is financial in nature and
not operational.  He said in court filings that the Debtors'
operational obligations to their employees, customers, and trade
vendors will be largely unimpaired by the chapter 11 proceedings.

The $1.06 billion of new capital is comprised of $860 million of
secured notes and $200 million of equity.  The Company's secured
lending banks have agreed to defer maturities of all secured
credit facilities, totaling $5.7 billion, by five years with no
amortization payments until 2020 and significant covenant relief.
Additionally, assuming unsecured creditors support the plan, the
Company's $2.3 billion of unsecured bonds and other unsecured
claims will be converted into approximately 15% of the
post-restructured equity with participation rights in both the new
secured notes and equity, and holders of Seadrill common stock
will receive 2% of the post-restructured equity.  The agreed plan
comprehensively addresses Seadrill's liabilities, including funded
debt and other obligations.

The agreed restructuring plan was developed over the course of
more than a year of detailed discussions, and the plan will ensure
Seadrill can continue to operate its large, modern fleet of
drilling units.  By extending and re-profiling the secured bank
debt, reducing leverage and delivering a significant amount of new
capital, the agreement provides Seadrill with a five-year runway.
Post-restructuring, Seadrill will have a strong cash position and
good liquidity to take advantage when the market recovers.

"The restructuring agreement . . . is a testament to our position
in the sector, having a large, modern fleet, a top-quality
customer base and a proven operating track record.  With our
improved capital structure, we will be in a strong position to
capitalize when the market recovers," Anton Dibowitz, CEO and
President of Seadrill Management Ltd., said in a statement.

"The continued focus and dedication of all our employees
throughout this process has been exceptional.  It is due to our
people's commitment to deliver safe, efficient operations day in,
day out that we have succeeded in reaching this restructuring
agreement."

                       Road to Bankruptcy

Oil prices peaked in mid-2014 at more than $115 per barrel before
declining to less than $30 per barrel by early 2016.

"Approximately three years ago, the oil and gas industry entered
what has become a sustained down cycle that was brought on by low
commodities prices.  Seadrill has not been immune to the effects
of the market decline," Mark Morris, the Company's CFO, explained
in court filings.

In response to deteriorating conditions, the Debtors implemented
various initiatives to reduce costs and increase efficiency.
Among other things, since the end of 2014, Seadrill has reduced
its employee headcount from 9,500 employees to 4,780 enterprise-
wide.  Seadrill also cut rig and operating costs from $1.61
billion in 2015 to $1.02 billion in 2016, and general and
administrative expenses from $248 million in 2015 to $234 million
in 2016.

As the market downturn continued, Seadrill determined it would
require a more comprehensive solution to bridge to a market
recovery and began to focus on negotiating a transaction that
would provide for at least a five-year liquidity runway.

After nearly two years of negotiations, the Debtors have achieved
significant consensus in favor of a restructuring, embodied in the
RSA, which will position the Debtors' enterprise to capitalize
when the market rebounds.

                     Prearranged Restructuring

According to CFO Morris, the foundation of Seadrill's
restructuring is an extremely valuable agreement with 97% of the
bank lenders under the bank facilities that will extend maturities
by an average of 5 years, eliminate near term amortization
obligations, and provide significant covenant relief.

From the start, the Bank Deal has been premised on the Debtors
securing a new capital injection of at least $1 billion.  After
nearly a year of marketing efforts and negotiations, the Debtors
secured the $1.06 billion capital commitment backed by an
affiliate of Hemen Holdings Ltd., Seadrill Limited's largest
shareholder and a prominent investor in the offshore space,
certain affiliates of Centerbridge Credit Partners L.P., and a
syndicate of additional financial institutions, in the form of
$860 million in new secured notes and a $200 million direct equity
investment.  Collectively, the Commitment Parties hold
approximately 40% of the Unsecured Bonds.

The Restructuring Support Agreement also contemplates the
conversion into equity of all of the Unsecured Bonds and other
unsecured claims and the consensual restructuring of approximately
$1.1 billion in long-term capital-lease obligations related to
sale/leaseback agreements with Ship Finance International Limited.

                         First Day Motions

Seadrill filed prearranged chapter 11 cases in the Southern
District of Texas together with the agreed restructuring plan.  As
part of the chapter 11 cases, the Company filed "first day"
motions that, when granted, will enable day-to-day operations to
continue as usual.  Specifically, the Company requested authority
to pay its key trade creditors and employee wages and benefits
without change or interruption.  Additionally, the Company expects
it will pay all suppliers and vendors in full under normal terms
for goods and services provided during the chapter 11 cases.  At
the point of filing, Seadrill has more than $1 billion in cash and
does not require debtor-in-possession financing.  The
restructuring agreement contemplates a balance sheet restructuring
that is not intended to affect the Company's operations.

A hearing on the Debtors' first day motions was scheduled for
Sept. 13, 2017 at 2:45 PM (CT) before the Honorable David R.
Jones.

Seadrill's non-consolidated affiliates, including Seadrill
Partners LLC, SeaMex Ltd., Archer Limited, and their respective
subsidiaries, did not commence proceedings under chapter 11, and
their business operations are expected to continue uninterrupted.

                    Non-Consolidated Entities

As part of the restructuring process, Seadrill has successfully
ring-fenced its non-consolidated affiliates from the Company's
restructuring, including Seadrill Partners LLC, SeaMex Ltd.,
Archer Limited and their respective subsidiaries.  These non-
consolidated affiliates did not file chapter 11 cases, and the
Company expects their business operations to continue
uninterrupted.

On an enterprise-wide basis, Seadrill has:

   * more than $15 billion in funded-debt obligations (including
the Debtors' $8 billion in funded debt);

   * approximately $4 billion in contingent liabilities under 14
contracts for the construction of new rigs (or "newbuilds"), the
purchase obligations under which span several years; and

   * approximately $1.1 billion in long-term capital lease
obligations under three sale/leaseback agreements with
subsidiaries of Ship Finance International Limited ("SFL"), an
entity 36% owned by Hemen.

These obligations total more than $20 billion.  In the months
preceding the Petition Date, the Debtors consummated a series of
transactions to ring-fence their non-majority owned affiliates,
referred to as the "Non-Consolidated Entities".  Failure to
ring-fence the Non-Consolidated Entities would have led to
cross-defaults triggered by a Seadrill Limited chapter 11 filing
that could have destroyed a great deal of value.  The ring-fencing
transactions ultimately reduced the number of Seadrill entities
requiring chapter 11 protection and eliminated the need to
restructure approximately $7 billion of Seadrill's $15 billion in
funded-debt obligations, leaving only the Debtors' $8 billion in
funded debt subject to these chapter 11 cases.

                        About Seadrill Ltd

Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry.  It is incorporated
in Bermuda and managed from London.  Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of
the world fleet.

As of Sept. 12, 2017, Seadrill employs 3,760 highly skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.

As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, on Sept. 12, 2017, Seadrill
Limited and 85 affiliated debtors each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the Bankruptcy Court for the Southern District of Texas.  The
Debtors requested that their Chapter 11 cases be jointly
administered under Case No. 17-60079.

Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") are
commencing liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.

In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor.  Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served
as co-financial advisor during the negotiation of the
restructuring agreement.  Advokatfirmaet Thommessen AS is serving
as Norwegian counsel.  Conyers Dill & Pearman is serving as
Bermuda counsel.  Prime Clerk is the claims agent and maintains
the Web site https://cases.primeclerk.com/seadrill


SEADRILL LTD: Secures $1.06 Billion in New Capital Commitments
--------------------------------------------------------------
Seadrill Limited and its subsidiaries have entered into an
investment agreement dated Sept. 12, 2017, under which Hemen
Investments Limited, an affiliate of Seadrill's largest
shareholder Hemen Holding Ltd., certain affiliates of Centerbridge
Credit Partners L.P., and a syndicate of additional financial
institutions committed to provide $1.06 billion in new cash
commitments to Seadrill.

The Investment Agreement provides for a commitment period of nine
months; a backstopped offering of some of the new debt and equity
investment to unsecured creditors pursuant to a rights offering
contemplated by the Debtors' Chapter 11 Plan; and a 90-day go-shop
period, which will allow the Debtors to openly market the
investment opportunity in accordance with the agreed-upon
marketing procedures.

The Investment Agreement provides for the issuance of $860 million
of new senior secured notes and $200 million of new Seadrill
equity.

The new secured notes (NSNs) will:

    * mature on the seventh anniversary of the closing;

    * bear interest at a fixed rate of 12% annually consisting of
      4% annually payable in cash and 8% annually payable in kind;
      and

    * be secured by, among other things, first ranking security
      interests in unencumbered assets and $227.5 million in a
      cash escrow account, subject to reduction under certain
      circumstances, plus second ranking security over other
      assets.

Purchasers of the NSNs will also receive an aggregate of 57.5% of
the new equity in New Seadrill on terms set forth in the
Investment Agreement.

In return for the $200 million equity investment, the applicable
Commitment Parties will receive their respective portions of 25%
of the new common equity in reorganized Seadrill Limited.

The Investment Agreement requires the restructuring to close
within 11 months, and is subject to customary closing conditions
and termination events.

                      Commitment Fees

In exchange for the $1.06 billion capital commitment subject to an
unqualified fiduciary out and extensive market test, the Debtors
agreed to the commitment fees contemplated by the Investment
Agreement.  The Commitment Fees with respect to the new secured
notes portion of the Capital Commitment are: (a) cash in an amount
equal to 5% of the $860 million commitment, paid to the applicable
Commitment Parties prepetition, when the Investment Agreement
became effective; and (b) cash in an amount equal to 1% of the new
secured notes portion of the Capital Commitment, payable to all
purchasers of new secured notes at closing.  The Commitment Fees
with respect to the equity portion of the Capital Commitment is
cash in an amount equal to 5% of the $200 million commitment, paid
prepetition to the applicable Commitment Parties when the
Investment Agreement became effective.

                            Allocation

Participation in the $1.06 billion Capital Commitment will be
allocated among the Debtors' stakeholders as follows:

A. New Secured Notes Investment:

   Stakeholder                  Allocation    Form of Allocation
   -----------                  ----------    ------------------
Hemen/Centerbridge              $440 million   Direct Investment
Syndication Parties             $335 million   Direct Investment
Holders of Gen. Unsecured
  Claims, with Note Rights       $85 million   Rights Offering

B. Direct Equity Investment

   Stakeholder                  Allocation    Form of Allocation
   -----------                  ----------    ------------------
Hemen/Centerbridge              $125 million   Direct Investment
Certain Syndication Parties      $50 million   Direct Investment
Holders of Gen. Unsecured
  Claims, with Equity Rights     $25 million   Rights Offering

                        Commitment Period

The Restructuring Support Agreement and Investment Agreement
require the Debtors to meet certain key milestones, including:

   * entry of an order approving the adequacy of the Debtors'
     disclosure statement within approximately five months
     following the Petition Date;

   * entry of an order confirming the Debtors' chapter 11 plan
     within approximately nine months following the Petition Date;
     and

   * the effective date of the Debtors' chapter 11 plan occurring
     within approximately two months after confirmation of the
     Debtors' chapter 11 plan.

The Debtors tell the Court that the length of the commitment
period under the Investment Agreement -- nine months from the
Petition Date -- was a key point of negotiation in the months
preceding the bankruptcy filing, and the Debtors were ultimately
able to extract a significantly longer commitment period than
initially proposed.  In light of the size of the Capital
Commitment and the volatile market backdrop, the Debtors view the
nine-month commitment as substantial and an important asset of
their estates.  The Debtors also note that the fact they
negotiated the Bank Deal, the Capital Commitment, the SFL
resolution, and the Non-Consolidated Entities ring-fencing
transactions before entering chapter 11, and are proposing to
leave trade claims largely unimpaired, greatly reduces
the complexity of their chapter 11 cases. The Debtors believe they
can confirm a plan of reorganization and emerge from
chapter 11 within the prescribed time periods, thereby preserving
the value inherent in the Capital Commitment, without prejudicing
the rights of any parties in interest.

Additionally, the Investment Agreement commitment period gives the
Debtors more than sufficient time to market test the terms of the
Capital Commitment.  The Debtors have already conducted a robust
prepetition negotiation and capital marketing process, very much
in the public eye, that lasted for nearly a year.  The Debtors
further negotiated for a 90-day "go shop" period (measured from
the Petition Date) under the Investment Agreement and intend to
re-double their efforts during that period to ensure that the
Capital Commitment represents the best available terms.

A copy of the Investment Agreement is available at
https://is.gd/SD2uts

                        About Seadrill Ltd

Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry.  It is incorporated
in Bermuda and managed from London.  Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of
the world fleet.

As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.

As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, on Sept. 12, 2017, Seadrill
Limited and 85 affiliated debtors each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the Bankruptcy Court for the Southern District of Texas.  The
Debtors requested that their Chapter 11 cases be jointly
administered under Case No. 17-60079.

Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") are
commencing liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.

In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor.  Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served
as co-financial advisor during the negotiation of the
restructuring agreement.  Advokatfirmaet Thommessen AS is serving
as Norwegian counsel.  Conyers Dill & Pearman is serving as
Bermuda counsel.  Prime Clerk is the claims agent and maintains
the Web site https://cases.primeclerk.com/seadrill


SHINE HOLDCO III: Moody's Assigns (P)B2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family rating (CFR) to Shine Holdco III Limited (Shine),
the holding company established by private equity firm Roark
Capital in connection with its proposed acquisition of
International Car Wash Group Limited (ICWG) the leading operator
of conveyor car washes.

Concurrently, Moody's has assigned a provisional (P)B1 rating to
the proposed senior secured first lien facilities, comprising a
USD450 million term loan and USD75 million revolving credit
facility (RCF), and a (P)Caa1 rating to the proposed USD200
million second lien term loan. The first and second lien term
loans will part fund the acquisition of ICWG and will be co-
borrowed by Shine Acquisition Co Sarl and Boing US Holdco Inc. The
outlook on the ratings is stable.

The rating action follows the announcement on August 11, 2017 that
an exclusivity agreement has been signed for a transaction under
which Roark will become the majority owner of ICWG.

The ratings have been assigned on the basis of Moody's
expectations that the transaction will close as expected. Moody's
issues provisional ratings in advance of the final sale of
securities and such ratings reflect Moody's preliminary credit
opinion regarding the transaction only. Upon a conclusive review
of the final documentation, Moody's will endeavour to assign a
definitive CFR and definitive ratings to the first and second lien
facilities. Definitive ratings may differ from provisional
ratings.

Moody's will withdraw the existing B2 CFR and B2-PD PDR ratings of
Boing Midco Limited and B2 instrument rating of Boing Group
Financing Plc upon consummation of the acquisition and repayment
of the existing debt.

RATINGS RATIONALE

Despite modest absolute scale in a highly fragmented market, the
company's (P)B2 CFR is supported by its large size relative to
most competitors, which results in cost advantages and supports
high margins relative to rated peers. Underlying cash generation
is strong due to a flexible cost base and limited maintenance
capex and working capital needs.

Earnings growth should continue to be underpinned by the
increasing contribution from both refurbished and new sites.
However, the rating will remain constrained by the highly
leveraged capital structure following the change of ownership and
Moody's expectations that deleveraging will be slow due to debt
funded acquisitions.

The proposed funding supporting Roark's acquisition means ICWG
will continue to have a highly leveraged balance sheet. The
significant scale of recent acquisitions means that the normal
last twelve months (LTM) calculation of EBITDA has severe
limitations in assessing leverage and other credit metrics. The
future expected earnings from these acquisitions, and indeed the
expected uplift in earnings from the ongoing refurbishment program
in respect of existing sites, will have been factored in to
Roark's purchase price, but the full impact of these transactions
on underlying full-year earnings is not included in the LTM
results. Therefore, in calculating Moody's-adjusted leverage pro-
forma for the transaction the rating agency has included an
estimate for the annualisation of the contribution of new and
refurbished sites. On this basis Moody's calculates pro-form
adjusted opening leverage of 7.0x and believes this ratio should
improve to around 6.5x by the end of fiscal 2018 assuming no
meaningful change to current site numbers.

With modest working capital and maintenance capex requirements
ICWG's underlying free cash flow is strong. However, under TDR
Capital ownership the company had an established refurbishment
program of its European sites, typically covering around 50 or
more sites a year, as well as developing new greenfield sites and
acquiring more than 100 sites in the US since late 2015. Total
expenditure on European sites has therefore tended to consume most
free cash flow from operations there, while roll-out in the US has
been largely funded by a combination of local debt and shareholder
funding. Moody's expects these growth initiatives will continue
under Roark control albeit the funding structure now covers both
US and non-US activities. The credit documentation includes the
flexibility for unlimited incremental facilities subject to pro-
forma leverage not increasing. Accordingly, while the timing and
quantum of additional debt will depend on the availability of
suitable opportunities, and willing lenders, the rating agency
believes it is likely that deleveraging will be constrained and
delayed in these circumstances.

STRUCTURAL CONSIDERATIONS

The (P)B1 rating (LGD3) of the first lien credit facilities,
comprising the 5 year RCF and 7 year first lien term loan,
reflects their position as secured liabilities ranking ahead of
the 8 year second lien term loan, which is rated (P)Caa1 (LGD5).
The facilities are secured by a package (including both share
pledges and charges over other assets) granted by the co-borrowers
and holding and operating companies that account for at least 80%
of the group's consolidated EBITDA and total assets.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations of earnings
growth as full year contributions from recently acquired sites are
captured in financial statements. Profitability will also benefit
from a higher contribution from refurbished sites and from cost
synergies from recent acquisitions. The rating agency anticipate
that Moody's-adjusted gross leverage will remain in the mid-6x
region and that ICWG will maintain at least adequate liquidity.

WHAT COULD CHANGE THE RATING UP/DOWN

The strategy of acquisition fuelled growth is likely to constrain
any upward rating pressure over the near to medium term. However,
positive pressure could build if Moody's-adjusted gross leverage
was less than 5.5x and there was an expectation of more
conservative financial policies being sustained than currently
anticipated.

Leverage remaining above 6.5x on a sustained basis, due to either
a deterioration in operating performance or more aggressive
financial policies than anticipated could lead to negative rating
pressure. A deterioration in the liquidity profile would also
likely lead to a downgrade.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

International Car Wash Group Limited (ICWG) is headquartered in
Buckinghamshire, United Kingdom. ICWG operates approximately 900
sites across 12 European countries, Australia, and since 2015, the
US, where it now has over 100 sites. The group uses the IMO brand
at its sites in Europe and Australia and a number of brands
relevant to local markets in the US. In the fiscal year ended
December 31, 2016 the company reported revenue of GBP 163.8
million and EBITDA of GBP 49.9 million.



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


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 240 pages
List Price: $34.95
Review by David Henderson
Order your personal copy today at http://is.gd/1GZnJk

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe. If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days. Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever. There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of
postWorld War II American capitalism. Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline. Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets. He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s. There is
something about an expansive market that attracts and creates
Masters of the Universe. The Greek called it hubris.

The author tells a good joke to illustrate the successes and
failures of the period. It seems the young son of a
Conglomerateur brings home a stray mongrel dog. His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000. The
father is proudly flabbergasted, "You mean you found some fool
with that much money who paid you for that dog?" "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy." Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil. This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history. The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat. The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999. He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.



                            *********

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.


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

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

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

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

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

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


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