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

                           E U R O P E

          Thursday, November 16, 2017, Vol. 18, No. 228


                            Headlines


G E R M A N Y

MUENCHENER HYPOTHEKENBANK: Moody's Hikes BCA to Ba1
TAKKO FASHION: S&P Hikes CCR to 'B' on Completion of Refinancing


I R E L A N D

AVOCA CLO XIV: Moody's Assigns B2 Rating to Class F-R Notes
AVOCA CLO XIV: S&P Assigns B-(sf) Rating to Class F-R Notes
ION TRADING: S&P Alters Outlook to Neg. & Affirms B+ CCR
MALACHITE FUNDING: S&P Affirms CCC- on Various Income Notes
ST PAUL'S CLO VIII: Moody's Assigns (P)B2 Rating to Cl. F Notes


I T A L Y

ALITALIA SPA: Lufthansa Offers EUR250 Million for Fleet, Staff


K A Z A K H S T A N

ATF BANK: Moody's Raises Long-Term Deposit Ratings to B3
BANK RBK: S&P Lowers ICRs to 'D/D' on General Payments Default


L U X E M B O U R G

PACIFIC DRILLING: Moody's Lowers PDR to D-PD on Chapter 11 Filing


M A C E D O N I A

FENI INDUSTRIES: Veles Court Hears Creditors' Bankruptcy Motion


N E T H E R L A N D S

AIR BERLIN FINANCE: Declared Bankrupt by Amsterdam Court
HIGHLANDER EURO III: Moody's Hikes Cl. E Notes Rating From Ba1
VODAFONEZIGGO GROUP: Moody's Lowers CFR to B1, Outlook Stable


R U S S I A

KAMAZ PTC: Moody's Hikes CFR to Ba3, Outlook Stable


S W E D E N

SAS AB: Moody's Raises CFR to B1, Outlook Stable
SAS AB: S&P Hikes CCR to 'B+' on Improving Financial Profile


S W I T Z E R L A N D

CLARIANT AG: Moody's Revises Outlook to Stable, Affirms Ba1 CFR
MATTERHORN TELECOM: S&P Rates EUR400MM New Sr. Secured Notes 'B'


U N I T E D   K I N G D O M

IWH UK: Moody's Assigns B2 Corporate Family Rating
MAZARIN FUNDING: S&P Affirms CCC- Ratings on Various Income Notes
MONARCH AIRLINES: Can't Appeal Ruling in Runway Slots Dispute


U Z B E K I S T A N

RAVNAQ-BANK: S&P Alters Outlook to Dev on New Capital Requirement


X X X X X X X X

* ECB Pushes for Tool to Cap Deposit Withdrawals for Ailing Banks


                            *********



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G E R M A N Y
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MUENCHENER HYPOTHEKENBANK: Moody's Hikes BCA to Ba1
---------------------------------------------------
Moody's Investors Service has affirmed Muenchener Hypothekenbank
eG's (Muenchener Hyp) A1 long-term senior unsecured debt and Aa3
long-term deposits and senior senior unsecured debt ratings. The
outlook on these ratings remains stable.

Concurrently, the rating agency affirmed Muenchener Hyp's P-1
short-term deposit and commercial paper ratings, as well as the
bank's (P)P-1 short-term program ratings, the bank's baa1 Adjusted
Baseline Credit Assessment (Adjusted BCA), as well as Muenchener
Hyp's Aa3(cr)/P-1(cr) Counterparty Risk Assessments.

At the same time, Moody's upgraded the bank's BCA to ba1 from ba2.
This upgrade foremost reflects the bank's increased capitalization
as result of repeatedly proven ability to raise equity in case of
need.

RATINGS RATIONALE

-- UPGRADE OF THE BCA

The upgrade of Muenchener Hyp's BCA reflects the bank's increased
level of capitalisation and its extended track record of
successful capital raising among its members to establish a
certain capacity to absorb pressure that could arise from
regulatory changes and currently unexpected setbacks to its asset
quality. Muenchener Hyp reported a Common Equity Tier 1 (CET1)
ratio of 23.7% and a leverage ratio of 3.5% (based on Moody's
definition) as of June 30, 2017, a significant improvement
compared with December 2014 and resulting from a mix of capital
raising and increased application of internal risk models for
calculating risk-weighted assets.

While Moody's believes that the proposed regulatory amendments to
the calculation of risk-weighted assets, which limit the benefits
of internal model application on risk-weighted assets, will result
in a partial reversal of these improvements in capital ratios the
rating agency expects the bank's CET1 ratio to remain at a high
level, comfortably above minimum requirements under the currently
discussed regulatory proposals. However, while not uncommon for
specialised mortgage lenders, Muenchener Hyp's improved leverage
ratio remains at the low end of peers and together with the bank's
highly concentrated business model and very low level of
profitability continues to constrain the assigned ba1 BCA.

Muenchener Hyp's improvement in capitalisation has been
accompanied by benign asset quality trends that translated into
continuously declining amounts of non-performing loans. The bank
has further benefitted from access to attractively priced covered
bond funding while it continues to operate a relatively tight
management of liquid resources.

-- AFFIRMATION OF LONG- AND SHORT-TERM RATINGS

The upgrade of Muenchener Hyp's BCA to ba1 from ba2 has not
translated into an upgrade of the bank's Adjusted BCA which the
rating agency affirmed at baa1. Based on the results of Moody's
Joint Default Analysis, this assessment now incorporates three
(previously: four) notches of affiliate support uplift reflecting
the higher starting level of Muenchener Hyp's BCA, combined with
an unchanged assumption of a very high likelihood of support being
available in case of need from Bundesverband der Deutschen
Volksbanken und Raiffeisenbanken (BVR).

The affirmation of Muenchener Hyp's Adjusted BCA and unchanged
notching results from the application of Moody's Advanced Loss
Given Failure (LGF) analysis as well as unchanged moderate
Government Support assumptions also resulted in an affirmation of
Muenchener Hyp's long- and short-term programme and deposit
ratings at their current levels.

-- OUTLOOK REMAINS STABLE

The outlook on Muenchener Hyp's long-term debt and deposit ratings
remained stable, reflecting the rating agency's expectation that
the bank's Adjusted BCA and notching results under its Advanced
LGF analysis will remain unchanged over the course of the 12 to 18
months outlook horizon.

-- NEW FOREIGN-CURRENCY RATING ASSIGNMENTS

Concurrent with rating action, Moody's assigned first-time
foreign-currency ratings to Muenchener Hyp's debt issuance program
of (P)A1 for the senior unsecured medium-term note program level.
At the same time, Moody's assigned an A1 rating to ISIN
CH0384125040, a Swiss franc denominated bond recently issued under
this debt issuance program. These rating levels match the ratings
already assigned for the equivalent local currency bonds and
program.

-- WHAT COULD MOVE THE RATINGS UP/DOWN

Upward pressure on Muenchener Hyp's long-term ratings could be
prompted by 1) an upgrade of Muenchener Hyp's BCA; or 2) higher
volumes of instruments subordinated to senior unsecured debt
relative to total banking assets, which could lead to additional
rating uplift from Moody's LGF analysis for senior debt
instruments. The potential for a higher LGF result does not apply
to Muenchener Hyp's deposit ratings because, with three notches of
rating uplift from the Adjusted BCA, the deposit ratings already
benefit from the highest possible LGF result.

Muenchener Hyp's BCA could be further upgraded as a result of a
combination of (1) a further significant and sustainable increase
in the bank's leverage ratio; (2) rising and sustained
profitability, without compromising underwriting standards or risk
appetite; and (3) a greater diversification of funding tools
beyond the current market funding focus or (4) a sustained
increase in available unencumbered liquid assets.

Negative pressure on the bank's debt and deposit ratings could
arise: (1) from a downgrade of Muenchener Hyp's baa1 Adjusted BCA,
which could be prompted either by a multi-notch BCA downgrade, or
in the unlikely event that the cooperative sector's financial
strength comes under pressure, or that the commitment of the
sector to support its members shows signs of deterioration; (2) in
the unlikely event that Muenchener Hyp displays a liability
structure with a materially lower volume of senior debt relative
to its total banking assets and/or (3) if Moody's were to lower
its government support assumptions for Muenchener Hyp's long-term
debt instruments and deposits.

Whereas currently not expected, Muenchener Hyp's BCA could be
downgraded if (1) the bank's cushion of liquid resources declines
significantly below the currently reported level - unless offset
by an improvement in encumbrance levels; (2) the bank over time
returns to its historically weaker capital cushions to regulatory
minimum levels; or (3) Muenchener Hyp's asset quality
deteriorates, leading to risk provisioning in excess of pre-
provision income; or (4) the bank's weighted Macro Profile of Very
Strong- were to deteriorate.

LIST OF AFFECTED RATINGS

Issuer: Muenchener Hypothekenbank eG

Affirmations:

-- LT Bank Deposits (Local & Foreign Currency), Affirmed at Aa3,
    Outlook Remains Stable

-- ST Bank Deposits (Local & Foreign Currency), Affirmed at P-1

-- LT Senior Unsecured (Local Currency), Affirmed at A1, Outlook
    Remains Stable

-- Senior Unsecured MTN (Local Currency), Affirmed at (P)A1

-- LT Senior Senior Unsecured (Local Currency), Affirmed at Aa3,
    Outlook Remains Stable

-- Senior Senior Unsecured MTN (Local Currency), Affirmed at
    (P)Aa3

-- Commercial Paper (Local Currency), Affirmed at P-1

-- Other Short Term (Local Currency), Affirmed at (P)P-1

-- Adjusted Baseline Credit Assessment, Affirmed at baa1

-- LT Counterparty Risk Assessment, Affirmed at Aa3(cr)

-- ST Counterparty Risk Assessment, Affirmed at P-1(cr)

Upgrade:

-- Baseline Credit Assessment, Upgraded to ba1 from ba2

New Assignments:

-- LT Senior Unsecured (Foreign Currency), Assigned at A1,
    Outlook Stable

-- Senior Unsecured MTN (Foreign Currency), Assigned at (P)A1

Outlook Action:

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.


TAKKO FASHION: S&P Hikes CCR to 'B' on Completion of Refinancing
----------------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating on
Germany-based discount apparel retailer Takko Fashion S.a.r.l. to
'B' from 'CCC+'. The outlook is stable.

S&P said, "At the same time, we assigned a 'B' issue rating to the
EUR510 million senior secured notes issued by Luxembourg-based
Takko Luxembourg 2 S.C.A, comprising a EUR285 million fixed-rate
tranche and a EUR225 million floating-rate tranche. The recovery
rating is '3', indicating our expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) of principal in the event of a
payment default.

"Following their repayment, we will withdraw the issue ratings on
the EUR145 million floating-rate and EUR385 million fixed-rate
senior secured notes issued by Takko Luxembourg 2 S.C.A.

"We removed the corporate credit rating on Takko from CreditWatch
positive, where we placed it on Oct. 24, 2017 (see "Discount
Apparel Retailer Takko Fashion S.a.r.l. 'CCC+' Rating Put On
CreditWatch Positive; Proposed Notes Rated 'B'," published on
RatingsDirect).

"The upgrade follows Takko's successful refinancing of senior
secured debt. We consider that this refinancing has stabilized the
group's capital structure and liquidity position, and comfortably
extended its debt maturities.

"This refinancing transaction follows a significant improvement in
the group's operating performance over the past 18 months. For the
fiscal year (FY) ending Jan. 31, 2017, Takko outperformed our base
case -- both in terms of EBITDA and cash generation -- while its
S&P Global Ratings-adjusted credit metrics were broadly in line
with our expectations. We believe this solid performance --
alongside earnings growth over the six consecutive quarters
through July 2017 -- demonstrates the successful implementation of
the company's turnaround plan. The new management team launched
this operational turnaround program in 2015, focusing on returning
to a full-discounter strategy and effective vertical integration
with suppliers.

"Our view of Takko's operating model reflects the company's
reliance on discretionary spending from mid- to lower-income
families and its positioning in the discount retail clothing
market. In addition, weather conditions have a strong effect on
Takko Fashion's sales, adding to the group's volatile
profitability. We understand, however, that the group has been
working on optimizing its supply chain to better match in-store
garments with weather conditions.

"That said, the discount segment is less sensitive to fashion
trends compared with the higher-price segments of the apparel
industry. Also, we regard competition from online retailing as
less severe in the discount segment, as there is generally less
room to absorb fulfillment costs.

"In addition, we believe the group's diversification into menswear
and kids wear -- as well as its growing international footprint
(with non-German revenues now accounting for about 32% of sales) -
- helps Takko minimize inherent industry volatility. Importantly,
the group's efforts to optimize costs and improve the supply chain
have proven effective, notably by lowering working-capital
consumption and reducing the number of suppliers. This has
resulted in a meaningful improvement in gross margin and a robust
EBITDA margin.

"On the financial side, we forecast an improvement in the group's
credit metrics stemming from improved profitability and lower cash
interest expenses, contributing to robust and growing free
operating cash flow (FOCF) over the next two years. This is
despite a large expansion plan to target smaller cities, which
entails higher capital expenditure (capex).

"In our calculation of S&P Global-adjusted debt, we consider
preferred equity certificates (PECs) to be a debt-like instrument,
although we recognize their deeply subordinated nature, as well as
their strong cash preserving function. We forecast adjusted debt
to EBITDA staying at about 7.2x-7.3x over FY2018-FY2020 compared
with 4.6x-4.5x excluding the PECs, over the same period.

"At the same time, we consider Takko's high number of operating
leases as the main constraint to its financial risk profile and
rating. For example, the EBITDAR coverage ratio remains about
1.4x-1.5x over the forecast period FY2018-FY2020. This ratio
measures an issuer's reported EBITDA -- including the rent
cost -- related to cash interest plus rent. Our adjusted debt
calculation also captures operating-lease commitments, the net
present value of which we now estimate at about EUR687 million for
FY2017. This compares with the EUR598 million operating-lease
adjustment we had anticipated for FY2017 in our previous base
case. The increase results from our extension of the lease
schedule for comparability with other retailers. We believe that
our initial lease-adjusted ratios, based on International
Financial Reporting Standards (IFRS) disclosure, significantly
understated the group's leverage compared with the average rental
period of retail stores across continental Europe and operating-
lease commitments of rated peers. As a result, our assumption
about Takko's operating-lease commitments is now in line with
peers."

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

-- Positive GDP growth in Germany of 2.1% in 2017 and 1.7% in
    2018. Continued economic recovery in Europe, with GDP growth
    of 2.3% in 2017 and 2.0% in 2018. Economic growth will
    continue to be primarily driven by domestic demand. The
    uninterrupted rise in consumer confidence indicators,
    alongside energy prices rebounding, suggests that better
    conditions in the labor markets will continue to support
    domestic spending. The overall picture remains favorable for
    consumers, with broadly supportive macroeconomic and
    consumption factors overall for the group.

-- Top-line growth of about 1.1% annually over the next two
    years from the EUR1.1 billion posted in FY2017. Growth will
    mainly rely on accelerated new store openings, while like-
    for-like growth will stay at about 1%. At the same time, S&P
    expects competition in the discount apparel retail segment
    will remain quite strong and closures of nonperforming stores
    will weigh on reported growth.

-- Gross margin will improve further by about 90 basis points
    (bps) in 2017/2018 and 40 bps in 2018, but we expect it will
    broadly stabilize after that. Combined with cost control,
    this could result in adjusted EBITDA margin growing by more
    than 40 bps in FY2018.

-- Although operations will likely continue to improve in FY2018
    and FY2019, we anticipate that the pace of the turnaround
    could slow somewhat, but it will still result in an S&P
    Global Ratings-adjusted EBITDA margin of 23%-24% (23.4% in
    FY2017).

-- S&P expects a slight working capital outflow related to the
    current expansion plan and the growth-oriented strategy,
    though this will be largely mitigated by the group's effort
    to optimize inventory levels.

-- S&P expects FOCF (excluding our adjustments) will remain
    positive in the coming years but down from the 2017 level
    because of capex increasing to about EUR30 million next year
    and EUR40 million in 2018.

Based on these assumptions and taking into account the
aforementioned adjustments, S&P forecasts the following credit
metrics for financial years 2017/2018 and 2018/2019:

-- An adjusted debt-to-EBITDA ratio of about 7.2x.

-- Adjusted debt-to-EBITDA ratio excluding PECs of about 4.6x in
    FY2017/2018, improving marginally to below 4.5x in
    FY2018/2019.

-- Reported FOCF of about EUR20 million in FY2017/2018,
    improving thereafter to above EUR30 million per year as Takko
    recaps full benefit of lower cash interest post refinancing.

-- An EBITDAR to cash interest plus rent coverage ratio of about
    1.4x in FY2017/2018, improving to 1.5x in FY2018/2019.

-- An adjusted FOCF to debt of 6.3% in 2017/2018, growing to
    7.2% in 2017-2019.

S&P said, "The stable outlook reflects our expectation that like-
for-like sales and profitability will continue to improve
moderately. It also reflects our view that the company will
gradually improve its footprint in its core German market by
increasing its number of stores in smaller cities and execute
prudently on its international expansion strategy.

"Over the next 12 months, we forecast adjusted debt to EBITDA at
about 7.2x-7.3x, or about 4.6x excluding the PECs. We likewise
anticipate that the company will generate sizable FOCF and
maintain FOCF to debt of 6%-7%.

"We could consider a negative rating action if Takko's operating
turnaround stalls and its profitability weakens. This could arise
if, for example, the group experiences setbacks in its
international expansion or if there is an unexpected drop in
earnings in its German operations, related for example to an
inability to manage labor and input-cost inflation or if store
expansion failed to meet expectations. In such a scenario, FOCF to
debt would decline to less than 5%, while reported FOCF decreased
toward zero and debt to EBITDA increased above the 7.2x-7.3x we
anticipate in our base case."

Ratings downside could also arise if the financial sponsor owners
increase leverage by adopting a more aggressive financial policy
with respect to growth, international expansion investments, or
shareholder returns.

S& said, "We view the potential for a positive rating action as
remote in the near term, because we already include in our base-
case scenario an improvement in earnings and cash flows. We also
see deleveraging prospects as limited in the near term due to
management's plans to increase capex. However, we could raise the
ratings if the group expands its earnings materially beyond our
base case, and significantly improves its FOCF generation
resulting in adjusted debt to EBITDA falling toward 5.0x. This
would also be contingent on our assessment of the financial policy
commitment from the private equity sponsors."



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I R E L A N D
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AVOCA CLO XIV: Moody's Assigns B2 Rating to Class F-R Notes
-----------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to ten
classes of notes (the "Refinancing Notes") issued by Avoca CLO XIV
Designated Activity Company:

-- EUR3,000,000 Class X Senior Secured Floating Rate Notes due
    2031, Definitive Rating Assigned Aaa (sf)

-- EUR274,400,000 Class A-1R Senior Secured Floating Rate Notes
    due 2031, Definitive Rating Assigned Aaa (sf)

-- EUR25,000,000 Class A-2R Senior Secured Floating Rate Notes
    due 2031, Definitive Rating Assigned Aaa (sf)

-- EUR16,300,000 Class B-1R Senior Secured Fixed Rate Notes due
    2031, Definitive Rating Assigned Aa2 (sf)

-- EUR48,500,000 Class B-2R Senior Secured Floating Rate Notes
    due 2031, Definitive Rating Assigned Aa2 (sf)

-- EUR18,000,000 Class C-1R Deferrable Mezzanine Floating Rate
    Notes due 2031, Definitive Rating Assigned A2 (sf)

-- EUR15,000,000 Class C-2R Deferrable Mezzanine Floating Rate
    Notes due 2031, Definitive Rating Assigned A2 (sf)

-- EUR25,000,000 Class D-R Deferrable Mezzanine Floating Rate
    Notes due 2031, Definitive Rating Assigned Baa2 (sf)

-- EUR25,700,000 Class E-R Deferrable Junior Floating Rate Notes
    due 2031, Definitive Rating Assigned Ba2 (sf)

-- EUR14,800,000 Class F-R Deferrable Junior Floating Rate Notes
    due 2031, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive rating of the Notes addresses the expected loss
posed to noteholders. The rating reflects the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying assets.

The Issuer will issue the Refinancing Notes in connection with the
refinancing of the following classes of notes: Class A Notes Class
B Notes, Class C Notes, Class D Notes, Class E Notes and Class F
Notes due 2028 (the "Original Notes"), previously issued on June
23, 2015 (the "Original Closing Date"). On the Refinancing Date,
the Issuer will use the proceeds from the issuance of the
Refinancing Notes to redeem in full its respective Original Notes.
On the Original Closing Date, the Issuer also issued one class of
subordinated notes, which will remain outstanding.

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

KKR Credit Advisors (Ireland) Unlimited Company (the "Manager")
manages the CLO. It directs the selection, acquisition, and
disposition of collateral on behalf of the Issuer. After the
reinvestment period, which ends in January 2022, the Manager may
reinvest unscheduled principal payments and proceeds from sales of
credit risk obligations, subject to certain restrictions.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders. Therefore,
the expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario and (ii)
the loss derived from the cash flow model in each default scenario
for each tranche. As such, Moody's encompasses the assessment of
stressed scenarios.

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

Performing par and principal proceeds balance: EUR500,000,000

Diversity Score: 37

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling (LCC) of A1 or below. As per the portfolio constraints,
exposures to countries with a LCC of A1 or below cannot exceed
10%, with exposures to countries with a LCC of below A3 further
limited to 5%. Given the current composition of qualifying
countries, Moody's has assumed a maximum 5% of the pool would be
domiciled in countries with LCC of Baa1 to Baa3. The remainder of
the pool will be domiciled in countries which currently have a LCC
of Aa3 and above. Given this portfolio composition, the model was
run with different target par amounts depending on the target
rating of each class of notes as further described in the
methodology. The portfolio haircuts are a function of the exposure
size to peripheral countries and the target ratings of the rated
notes and amount to 0.75% for the Class A notes, 0.50% for the
Class B notes, 0.375% for the Class C notes and 0% for Classes D,
E and F.

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

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

Stress Scenarios:

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

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

Percentage Change in WARF -- increase of 15% (from 2750 to 3163)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1R Notes: 0

Class A-2R Notes: 0

Class B-1R Notes: -2

Class B-2R Notes: -2

Class C-1R Notes: -2

Class C-2R Notes: -2

Class D-R Notes: -2

Class E-R Notes: -1

Class F-R Notes: -1

Percentage Change in WARF -- increase of 30% (from 2750 to 3575)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1R Notes: -1

Class A-2R Notes: -1

Class B-1R Notes: -2

Class B-2R Notes: -2

Class C-1R Notes: -4

Class C-2R Notes: -4

Class D-R Notes: -2

Class E-R Notes: -1

Class F-R Notes: -1

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2017.


AVOCA CLO XIV: S&P Assigns B-(sf) Rating to Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Avoca CLO XIV
DAC's floating-rate class X, A-1-R, A-2-R, B-1-R, B-2-R, C-1-R, C-
2-R, D-R, E-R, and F-R notes. The unrated subordinated notes
initially issued are not to be redeemed and will remain
outstanding, with an extended maturity to match the newly issued
notes.

The proceeds from the issuance of these notes were used to redeem
the existing class A, B-1, B-2, C, D, E, and F notes. Concurrent
with the new note issuance, key transactional features such as the
weighted-average life and the reinvestment period were also reset
to initial levels.

Avoca CLO XIV is a cash flow collateralized loan obligation (CLO)
transaction securitizing a portfolio of primarily senior secured
loans granted to speculative-grade European corporations. KKR
Credit Advisors (Ireland) Unlimited Co. manages the transaction.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes would permanently switch to semiannual payment.

The portfolio's reinvestment period ends approximately four years
after closing, and the portfolio's maximum average maturity date
is 8.5 years after closing.

The portfolio represents a well-diversified pool of corporate
borrowers, with a fairly uniform exposure to all of them at
closing. Therefore, S&P has conducted its credit and cash flow
analysis by applying its criteria for corporate cash flow
collateralized debt obligations (see "Global Methodologies
And Assumptions For Corporate Cash Flow And Synthetic CDOs,"
published on Aug. 8, 2016).

In S&P's cash flow analysis, it used a portfolio target par amount
of EUR500 million, using the covenanted weighted-average spread
(3.60%) and the covenanted weighted-average recovery rates at each
rating level.

The Bank of New York Mellon (London Branch) is the bank account
provider and custodian. The downgrade remedies are in line with
our current counterparty criteria (see "Counterparty Risk
Framework Methodology And Assumptions," published on June 25,
2013).

The issuer is bankruptcy remote under our legal criteria (see
"Structured Finance: Asset Isolation And Special-Purpose Entity
Methodology," published on
March. 29, 2017).

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

  RATINGS LIST

  Avoca CLO XIV Ltd.

  EUR520.4 mil senior secured floating- and fixed-rate notes
  (including EUR54.7 mil unrated notes)

                                                Amount
  Class                    Rating             (mil. EUR)
  X                        AAA (sf)               3.0
  A-1-R                    AAA (sf)             274.4
  A-2-R                    AAA (sf)              25.0
  B-1-R                    AA (sf)               16.3
  B-2-R                    AA (sf)               48.5
  C-1-R                    A (sf)                18.0
  C-2-R                    A (sf)                15.0
  D-R                      BBB (sf)              25.0
  E-R                      BB (sf)               25.7
  F-R                      B- (sf)               14.8


ION TRADING: S&P Alters Outlook to Neg. & Affirms B+ CCR
--------------------------------------------------------
S&P Global Ratings revised its rating outlook on Ireland-
headquartered ION Trading Technologies Ltd., a wholly owned
subsidiary of ION Investment Group Ltd. to negative from stable
and affirmed the 'B+' corporate credit rating.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the company's proposed senior
secured first-lien credit facility, which consists of a EUR20
million revolver and a EUR1.255 billion term-loan. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) recovery of principal in the
event of a payment default."

The negative outlook reflects the company's increased leverage
resulting from the proposed recapitalization. ION Trading is
seeking to issue a EUR1.255 billion first-lien senior secured term
loan and a EUR20 million RCF. The company intends to use the
proceeds to repay its existing debt (outstanding amount of around
EUR940 million) and EUR310 million will be distributed to ION
Investment Group (IIG) in the form of a dividend. S&P understands
that ION intends to use excess cash for debt repayment over the
next few fiscal years.

S&P said, "Our view of ION Trading's financial risk profile
continues to reflect its highly leveraged credit metrics.
Following the proposed recapitalization, we forecast that ION
Trading's adjusted debt-to-EBITDA ratio will increase to 6.9x by
year-end 2017, from around 5.4x as of Sept. 30, 2017. However, we
expect leverage to gradually decline below 6.5x in 2018 if the
company applies excess cash for debt reduction. We project
adjusted funds from operations (FFO) to debt of about 9.5%-10.0%
at year-end 2017, and slightly above 10% in 2018, (including a
full year of higher interest expenses resulting from higher
leverage). We expect solid annual reported FOCF of EUR110 million-
EUR120 million in 2017 and 2018, up from EUR65 million in 2016,
primarily due to higher EBITDA and absence of further major
working capital outflows. In addition, we assume relatively
limited capital expenditure (capex) requirements of around EUR4
million annually, excluding capitalized research and development
(around EUR28 million-EUR30 million annually).

"Our assessment of ION Trading's business risk profile continues
to reflect the company's narrow product focus, mainly on trading
solutions for electronic fixed-income, foreign-currency, and
derivative markets. The company has expanded its product portfolio
through several acquisitions over the past years, now offering
enterprise risk management solutions and consulting activities for
financial institutions, as well as providing electronic solutions
for trade processing of securities financing transactions as
repurchase agreements and security lending. However, the company
remains focused on niche segments compared with large diversified
software peers. ION Trading's end-customers consist solely of
financial institutions, with mostly tier one banks as its
customers, resulting in a high industry and end-customer
concentration (its top-10 clients accounted for around 41% of
revenues in 2016). ION Trading's competition mainly comes from in-
house solutions, a few larger competitors such as SunGard, and
many smaller competitors."

These constraints are partly offset by the group's still-high
solid recurring revenue base of around 60% of total revenues,
which declined from around 70% due to the Lab49 acquisition. In
addition, the company benefits from its non-cancellable
subscription agreements that typically last about five years, and
high client retention, supported by the mission-critical nature of
its products to its financial services customers.

ASSUMPTIONS

-- A 6% revenue decline in 2017 due to slightly lower recurring
    revenues because of some client losses and normalization of
    nonrecurring revenues versus 2016.

-- Revenue growth of 1%-2% from 2018, mainly on the back of
    increased regulatory requirements leading financial
    institutions to outsource rather than use in-house solutions,
    which is offsetting reduced capital market application
    spending and a potential decline in trading volumes and
    business in the market.

-- S&P Global Ratings-adjusted EBITDA margin of around 53% in
    2017 and 54%-55% in 2018, compared with 51.1% in 2016, driven
    by further realization of cost synergies from the Lab49
    integration.

-- S&P expects the company to use its excess cash flow for debt
    prepayments over the next two fiscal years.

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

-- S&P Global Ratings-adjusted debt-to-EBITDA and FFO-to-debt
    ratios of about 6.9x and 9.5%-10%, respectively, in 2017,
    improving to below 6.5x and slightly above 10% in 2018.

-- Adjusted FOCF of about EUR110 million-EUR120 million in 2017
    and 2018, resulting in an adjusted FOCF to debt of 9%-10% in
    fiscal years 2017-2018.

S&P Global Ratings-adjusted EBITDA interest coverage ratio of
about 4.4x in 2017, and around 4.0x in 2018, assuming a full year
of interest for fiscal 2018 following the refinancing.

The negative outlook primarily reflects the increase of the
company's S&P Global Ratings-adjusted debt-to-EBITDA ratio by
about 1.0x to about 6.9x at year-end 2017 as a result of the
proposed recapitalization, which is above S&P's threshold of 6.5x
for the current rating, following the proposed refinancing.

S&P could lower its rating on ION Trading over the next 12 months
if the company does not use excess cash flow for debt prepayments
and our adjusted leverage will remain above 6.5x on a sustained
basis. S&P could also take a negative rating action if:

-- Adjusted FOCF to debt ratio falls to about 5%.

-- The company pursued further dividend distributions or debt-
    financed acquisitions that do not allow for a deleveraging;
    or

-- The company experiences continued decline in its recurring
    revenues and drop in EBITDA.

S&P could revise the outlook back to stable if the company
successfully executes its deleveraging plan by using excess cash
from good free cash flow generation such that leverage is
improving to below 6.5x in 2018 with further improvement
thereafter.


MALACHITE FUNDING: S&P Affirms CCC- on Various Income Notes
-----------------------------------------------------------
S&P Global Ratings took various credit rating actions on the notes
issued by Malachite Funding Ltd.

Specifically, S&P has:

-- Withdrawn its ratings on all super senior notes and the
    series 2010-4 tier 10 notes following their full repayment;

-- Affirmed and removed from CreditWatch negative its ratings
    on the series 2010-5 tier 12 through series 2010-11 tier 24
    notes; and

-- Affirmed its ratings on the tier 1 and tier 2 income notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction under S&P's relevant criteria.

On Aug. 16, 2017, S&P placed its ratings on various classes of
notes on CreditWatch negative following the identification of a
misapplication of its structured finance temporary interest
shortfall methodology. Specifically, the methodology states that
the maximum potential ratings assigned to structured finance
securities without any payment-in-kind or economically equivalent
features are capped in accordance with Table 1 of the criteria.
S&P's analysis indicates that had it correctly applied these
criteria to these classes of notes, their ratings would, all else
being equal, likely have been in the speculative-grade category
based on the amount of time interest on them had been deferring.

Apart from the most senior class of notes currently outstanding,
all of the subordinated junior senior notes in Malachite Funding
are deferrable, but do not include the obligation to pay-in-kind
or include any other economically equivalent feature following an
interest shortfall. As a result, the ratings on these notes should
be capped in accordance with our temporary interest shortfall
criteria.

S&P said, "Since our previous full review on July 27, 2016, the
transaction has continued to amortize and any previously deferred
interest has been repaid. We understand that all notes are
currently timely on their interest payments.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes. The BDR
represents our estimate of the maximum level of gross defaults,
based on our stress assumptions, that a tranche can withstand and
still fully repay the noteholders. We used the portfolio balance
that we consider to be performing, the reported weighted-average
spread, and the weighted-average recovery rates that we applied
for each rating level under our analysis. We incorporated various
cash flow stress scenarios using our shortened and additional
default patterns and levels for each rating category assumed for
each class of notes, combined with different interest stress
scenarios as outlined in our collateralized debt obligations
(CDOs) of pooled structured finance assets criteria and our
corporate CDO criteria.

"For the portion of the assets not rated by S&P Global Ratings, we
apply our third-party mapping criteria to map notched ratings from
another ratings agency and to infer our rating input for the
purpose of inclusion in CDO Evaluator. In performing this mapping,
we generally apply a three-notch downward adjustment for
structured finance assets that are rated by one rating agency and
a two-notch downward adjustment if the asset is rated by two
rating agencies.

"Additionally, as part of our analysis and in accordance with our
criteria, we have applied our supplemental tests to address event
and model risk. In accordance with our corporate CDO criteria, as
the transaction employs excess spread, we have applied the
supplemental test by running our cash flows using the forward
interest rate curve, including the highest loss from the largest
obligor test net of their recoveries.

"As a result of the transaction's deleveraging, all super senior
notes and the series 2010-4 tier 10 notes have now fully repaid.
We have therefore withdrawn our ratings on these notes.

"Our credit and cash flow analysis indicates that the series 2010-
5 tier 12 through series 2010-11 tier 24 notes are able to achieve
higher ratings than those currently assigned. This is primarily
due to the transaction's deleveraging, resulting in an increase in
available credit enhancement for all classes of notes. However, as
these notes have deferred interest on their payments obligations
in the past, we have affirmed and removed from CreditWatch
negative our ratings on the series 2010-5 tier 12 through series
2010-11 tier 24 notes. We will monitor these classes of notes to
determine whether future shortfalls are likely to occur, in
accordance with our interest shortfall criteria and taking into
account the transaction's overall credit and cash flow
performance.

"Our cash flow results indicate that the tier 1 and tier 2 income
notes cannot withstand our credit and cash flow stresses at rating
levels above 'CCC-'. In addition, our supplemental stress tests
constrain our ratings on these classes of notes at 'CCC- (sf)'. We
have therefore affirmed our 'CCC- (sf)' ratings on the tier 1 and
tier 2 income notes."

RATINGS LIST
  Class                    Rating
                  To               From

  Malachite Funding Ltd.

  Ratings Withdrawn

  EUR400,200,000 Super Senior

                  NR               AAA (sf)

  GBP338,000,000 Super Senior

                  NR               AAA (sf)

  $2,472,669,352.11 Super Senior

                  NR               AAA (sf)

  $110 Million Junior Senior Series 2010-4 Tranche 1 Tier 10

                  NR               AAA (sf)/Watch Neg

  Ratings Affirmed And Removed From CreditWatch Negative

  $72 Million Junior Senior Series 2010-5 Tranche 1 Tier 12

                  AA+ (sf)         AA+ (sf)/Watch Neg

  GBP39 Million Junior Senior 2010-6 Tranche 1 Tier 14

                  AA+ (sf)         AA+ (sf)/Watch Neg

  EUR40 Million Junior Senior 2010-7 Tranche 1 Tier 16

                  AA+ (sf)         AA+ (sf)/Watch Neg

  $75 Million Junior Senior 2010-8 Tranche 1 Tier 18

                  AA (sf)          AA (sf)/Watch Neg

  $70 Million Junior Senior 2010-9 Tranche 1 Tier 20

                  A+ (sf)          A+ (sf)/Watch Neg

  $55 Million Junior Senior 2010-10 Tranche 1 Tier 22

                  A (sf)           A (sf)/Watch Neg

  $50 Million Junior Senior 2010-11 Tranche 1 Tier 24

                  BBB+ (sf)        BBB+ (sf)/Watch Neg

  Ratings Affirmed

  EUR22.68 Million Tier 1 Income Notes

                  CCC- (sf)

  EUR12.60 Million Tier 1 Income Notes

                  CCC- (sf)
  EUR27.3 Million Tier 1 Income Notes

                  CCC- (sf)

  EUR8.4 Million Tier 1 Income Notes

                  CCC- (sf)

  $33.906 Million Tier 1 Income Notes

                  CCC- (sf)

  $12.714 Million Tier 1 Income Notes

                  CCC- (sf)

  $16.80 Million Tier 1 Income Notes

                  CCC- (sf)

  $8.4 Million Tier 1 Income Notes

                  CCC- (sf)

  $5.880 Tier 1 Income Notes

                  CCC- (sf)

  $8.476 Million Tier 1 Income Notes

                  CCC- (sf)

  $47.8 Million tier 1 Income Notes

                  CCC- (sf)

  $11.760 Million Tier 1 Income Notes

                  CCC- (sf)

  EUR14.320 Million Tier 2 Income Notes

                  CCC- (sf)

  GBP4.80 Million Tier 2 Income Notes

                  CCC- (sf)

  $31.772 Million Tier 2 Income Notes

                  CCC- (sf)

  NR--Not rated.


ST PAUL'S CLO VIII: Moody's Assigns (P)B2 Rating to Cl. F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by St. Paul's
CLO VIII DAC (the "Issuer"):

-- EUR244,000,000 Class A Senior Secured Floating Rate Notes due
    2031, Assigned (P)Aaa (sf)

-- EUR27,000,000 Class B-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aa2 (sf)

-- EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due
    2031, Assigned (P)Aa2 (sf)

-- EUR23,000,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)A2 (sf)

-- EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)Baa2 (sf)

-- EUR25,000,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)Ba2 (sf)

-- EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in January 2031. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of loans given
the characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's is
of the opinion that the collateral manager, Intermediate Capital
Managers Limited ("ICM"), has sufficient experience and
operational capacity and is capable of managing this CLO.

St. Paul's CLO VIII DAC is a managed cash flow CLO. At least 90%
of the portfolio must consist of senior secured loans and senior
secured bonds and up to 10% of the portfolio may consist of
unsecured obligations, second-lien loans, mezzanine loans and high
yield bonds. The bond bucket gives the flexibility to St. Paul's
CLO VIII DAC to hold bonds. The portfolio is expected to be
approximately at least 75% ramped up as of the closing date and to
be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR41.5m of Subordinated notes, which will not
be rated.

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017. The cash
flow model evaluates all default scenarios that are then weighted
considering the probabilities of the binomial distribution assumed
for the portfolio default rate. In each default scenario, the
corresponding loss for each class of notes is calculated given the
incoming cash flows from the assets and the outgoing payments to
third parties and noteholders. Therefore, the expected loss or EL
for each tranche is the sum product of (i) the probability of
occurrence of each default scenario and (ii) the loss derived from
the cash flow model in each default scenario for each tranche. As
such, Moody's encompasses the assessment of stressed scenarios.

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

Par amount: EUR400,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2725

Weighted Average Spread (WAS): 3.65%

Weighted Average Recovery Rate (WARR): 42%

Weighted Average Life (WAL): 8.5 years.

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

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3134 from 2725)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

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

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

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3543 from 2725)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -4

Class B-2 Senior Secured Fixed Rate Notes: -4

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.



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


ALITALIA SPA: Lufthansa Offers EUR250 Million for Fleet, Staff
--------------------------------------------------------------
Ilona Wissenbach at Reuters reports that Germany's Lufthansa has
offered EUR250 million (US$294 million) to take on most of
Alitalia's fleet of aircraft and half of its staff.

According to Reuters, two sources close to the matter said
representatives from the German carrier, including the head of
Lufthansa's Italian airline Air Dolomiti, will meet with the three
commissioners managing Alitalia today, Nov. 16, to discuss their
offer.

One of them said this was not the first meeting on the Lufthansa
plan and was unlikely to yield significant progress, Reuters
notes.

The first source said Lufthansa offered to keep around 90-100
Alitalia planes, down from a fleet of 123, Reuters relates.

                        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.

                       About Alitalia

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
===================


ATF BANK: Moody's Raises Long-Term Deposit Ratings to B3
--------------------------------------------------------
Moody's Investors Service has upgraded ATF Bank's long-term local
and foreign-currency deposit ratings to B3 from Caa2, baseline
credit assessment (BCA) and adjusted BCA to caa2 from caa3. The
long-term Counterparty Risk Assessment (CRA) was upgraded to
B2(cr) from Caa1(cr). At the same time, junior hybrid subordinated
debt rating was affirmed at Ca (hyb), short-term deposit rating
was affirmed at NP and short-term CRA was affirmed at NP(cr).The
overall outlook for ATF Bank was changed to positive from
negative.

Moody's revised assumptions of the probability of government
support for ATF Bank to "high" from "moderate", resulting in two
notches of rating uplift above bank's caa2 BCA.

RATINGS RATIONALE

The rating action reflects the announced participation of ATF Bank
in the government support program, which will enhance its capital
buffer and loss absorption capacity against currently high level
of problem loans. Participation of ATF Bank in this program
signals, in Moody's view, an increased support to the bank from
the government of Kazakhstan (Baa3 stable).

According to the program, on October 18, ATF Bank issued KZT100
billion ($300 million) subordinated bonds for 15 years at the
interest rate of 4%, purchased by the government. The bank
recorded KZT47 billion gain as a result of this transaction, as it
recognized the liabilities at below market interest rate. This
gain replenished the bank's Tier 1 capital. At the same time,
shareholders committed to support the bank in the value of at
least 50% of the subordinated debt amount (KZT50 billion), which
will be done mainly in the form of retention of the bank's
earnings of KZT10 billion annually for the next 5 years.

Moody's consider that ATF Bank's recapitalization under the
program will improve its loss absorption buffer against currently
high level of problem loans. ATF Bank's problem loans (which
include individually impaired corporate loans and retail overdue
more than 90 days) amounted to 32.4% as of end-2016 under audited
IFRS, while its loan loss reserves (LLRs) comprised 15% of gross
loans resulting in a low 46% loan loss coverage of problem loans.
Total overdue loans under local GAAP amounted to 26.8% as of Q3
2017 with 68% coverage by reserves. Moody's believes that
following the capital increase under the government support
program, ATF Bank's coverage of problem loans by shareholder's
equity and LLRs (Texas ratio) should improve to around 100% from
131% as of end 2016.

Moody's estimated that if ATF Bank increases its reserves coverage
of problem loans to an adequate 70% following participation in the
state support program, its Tangible Common Equity (TCE) to risk-
weighted assets will be at around 7.8%.

ATF Bank targets annual net income of KZT10 billion for the next 5
years. Moody's considers it to be feasible, but points to a weak
quality of earnings. ATF bank reported improved profitability
results with the net income of KZT5.8 billion as of H12017
translating into return on average assets (ROAA) of 0.8%
underpinned by widened net interest margin given focus on growth
in SME and retail business and low credit costs. However, quality
of earnings remains weak in Moody's opinion. The bank still has a
difference between accrued and received interest income of 27% as
of H1 2017, part of which refers to the nonperforming loans which
continue to accrue interest, but are not fully provisioned.

GOVERNMENT SUPPORT

Moody's incorporates two notches of government support uplift into
ATF Bank's deposit ratings, given the revised assessment of
probability of government support to "high" for the bank's deposit
holders. This is based on participation of ATF Bank in the
government program, which signals an increased support to the bank
from the government of Kazakhstan, as well as bank's material
market share comprising 5% in total assets and 5 % in customer
deposits as of Q3 2017.

OUTLOOK

Positive outlook on the long-term ratings reflects Moody's
expectations of the improvement in the bank's financial profile in
the next 12 months following participation in the government
rehabilitation program.

WHAT COULD MOVE THE RATINGS UP/DOWN

Moody's would consider ATF Bank's ratings upgrade in case of a
sustained core profitability with the improvement in the quality
of earnings, as well as balance sheet clean-up with the reduction
of problem loans.

Moody's might change the outlook to stable or consider ratings
downgrade in case of further deterioration in asset quality,
failure to sustain targeted profitability results and improve the
quality of earnings, a drop in capital buffer beyond Moody's
current expectations and/or material deposits outflows and
liquidity shortage.

LIST OF AFFECTED RATINGS

Issuer: ATF Bank

Upgrades:

-- LT Bank Deposits, Upgraded to B3 from Caa2, Outlook Changed
    To Positive From Negative

-- Adjusted Baseline Credit Assessment, Upgraded to caa2 from
    caa3

-- Baseline Credit Assessment, Upgraded to caa2 from caa3

-- LT Counterparty Risk Assessment, Upgraded to B2(cr) from
    Caa1(cr)

Affirmations:

-- ST Bank Deposits, Affirmed NP

-- Junior Subordinate, Affirmed Ca (hyb)

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

Outlook Actions:

-- Outlook, Changed To Positive From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.


BANK RBK: S&P Lowers ICRs to 'D/D' on General Payments Default
--------------------------------------------------------------
S&P Global Ratings lowered its long- and short-term issuer credit
ratings on Bank RBK JSC to 'D/D' from 'CCC+/C'.

S&P said, "At the same time, we lowered our Kazakhstan national
scale ratings on Bank RBK to 'D' from 'kzB'.

"We also lowered our issue ratings on the bank's senior unsecured
bonds to 'CC' from 'CCC+'. Additionally, we lowered our Kazakhstan
national scale issue ratings on the bonds to 'kzCC' from 'kzB'.

"We removed the ratings from CreditWatch, where we placed them on
May 26, 2017.

"The downgrade follows the public announcement by the National
Bank of Kazakhstan (NBK) that Bank RBK's timely client payments
are being made on a limited basis. We understand that due to low
liquidity Bank RBK currently is servicing only what it considers
socially important payments, some of which we understand to be to
retail depositors. However, it is currently unclear which
obligations the bank is servicing in line with its contractual
obligations.

"We consider Bank RBK to be in default because we believe that it
currently has insufficient funds available to pay substantially
all of its obligations as they come due, given its very low share
of liquid assets, which covered only about 11% of its overall
deposits as of Nov. 10, 2017.

"In addition, the NBK published in its press release on Nov. 7,
2017, that Bank RBK's problem loan portfolio is about Kazakhstani
tenge (KZT) 600 billion (about EUR1.5 billion and 70% of total
loans), which is significantly higher than the bank's previous
reports of its nonperforming loans. We understand that the bank is
planning to transfer these problem loans to an unconsolidated
special purpose vehicle (SPV). The bank plans to offer its
government-related entity (GRE) depositors (with deposits of about
KZT180 billion currently) to exchange their deposits into future
payments from this SPV. We view this as a distressed exchange
under our criteria "Rating Implications Of Exchange Offers And
Similar Restructurings" (published May 12, 2009, on RatingsDirect)
because the GRE depositors will have to accept less than the
originally promised, because we understand that Bank RBK is
currently unable to fulfill its original obligations in full and
on time.

"Currently Bank RBK's solvency depends largely on shareholders'
and government support. We understand that the bank expects to
receive KZT160 billion in Tier-1 capital from shareholders and
KZT243 billion in subordinated debt from the NBK in several
payments spread through January 2018.

"We will raise the ratings on Bank RBK from 'D' once it is in a
position to fulfil its financial obligations on time and in full.
Further rating actions may follow once the bank is in receipt of
the total amount of planned shareholder and government support,
once the restructuring has been completed, and it has achieved the
clean-up of its balance sheet of problem assets and restoration of
an adequate liquidity cushion. We will also need to receive a
confirmation from the NBK that Bank RBK has resumed servicing all
its obligations in full and on time."



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


PACIFIC DRILLING: Moody's Lowers PDR to D-PD on Chapter 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Pacific Drilling S.A.'s
(PacDrilling) Probability of Default Rating (PDR) to D-PD from
Caa3-PD, following the company's announcement that it has
voluntarily filed for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York on November 12, 2017.

Concurrently, Moody's also downgraded PacDrilling's Corporate
Family Rating (CFR) to Ca from Caa3 and the company's senior
secured term loan B and the 5.375% senior secured notes to Ca from
Caa3. Pacific Drilling V Ltd.'s (PDC5) 7.25% senior secured notes
were affirmed at Ca. The SGL-4 Speculative Grade Liquidity (SGL)
Rating remains unchanged. The outlook is Negative.

Downgrades:

Issuer: Pacific Drilling S.A.

-- Probability of Default Rating, Downgraded to D-PD from
    Caa3-PD

-- Corporate Family Rating, Downgraded to Ca from Caa3

-- Senior Secured Bank Credit Facility, Downgraded to Ca (LGD 3)
    from Caa3 (LGD 3)

-- Senior Secured Regular Bond/Debenture, Downgraded to Ca (LGD
    3) from Caa3 (LGD 3)

Affirmations:

Issuer: Pacific Drilling V Ltd.

-- Senior Secured Regular Bond/Debenture, Affirmed Ca (LGD 4)

Outlook Actions:

Issuer: Pacific Drilling S.A.

-- Outlook, Remains Negative

Issuer: Pacific Drilling V Ltd.

-- Outlook, Remains Negative

RATINGS RATIONALE

The downgrade of PacDrilling's PDR to D-PD and CFR to Ca is a
result of the bankruptcy filing. The Ca ratings on all of the
company's debt reflects Moody's view on potential recovery levels
as the company pursues a comprehensive restructuring of its
balance sheet. Shortly following this rating action, Moody's will
withdraw all ratings for the company consistent with Moody's
practice for companies operating under the purview of the
bankruptcy courts wherein information flow typically becomes much
more limited.

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

Headquartered in Luxembourg, Pacific Drilling S.A. (PacDrilling),
is a provider of ultra-deepwater drilling services to the oil and
gas industry.



=================
M A C E D O N I A
=================


FENI INDUSTRIES: Veles Court Hears Creditors' Bankruptcy Motion
---------------------------------------------------------------
Macedonia Information Agency reports that a hearing was heard at
the Veles court over the motion for opening of bankruptcy
proceedings for Kavadarci-based ferronickel plant Feni Industries.

The deadline for Bulgarian company Enekod to produce an improved
offer to banks, which are the largest Feni creditors, expired on
Nov. 13, MIA notes.

According to MIA, Feni has outstanding liabilities in the amount
of EUR60 million, of which EUR40 million to Komercijalna Banka-
Skopje, Stopanska Banka-Skopje and Silk Road Bank-Skopje.

The three banks have launched the bankruptcy proceedings before
the Veles court, MIA relates.

Feni Industries has about 1,000 employees.



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


AIR BERLIN FINANCE: Declared Bankrupt by Amsterdam Court
--------------------------------------------------------
Air Berlin Finance B.V. on Nov. 14 disclosed that that the
competent court in Amsterdam withdrew the preliminary suspension
of payments of Air Berlin Finance B.V. granted on August 25, 2017,
and declared Air Berlin Finance B.V. bankrupt.

Air Berlin Finance B.V. is headquartered in Amsterdam,
Netherlands.


HIGHLANDER EURO III: Moody's Hikes Cl. E Notes Rating From Ba1
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
following classes of notes issued by Highlander Euro CDO III B.V.:

-- EUR34M Class D Senior Secured Deferrable Floating Rate Notes
    due 2023, Upgraded to Aa1 (sf); previously on Jun 15, 2017
    Upgraded to A3 (sf)

-- EUR26M (current outstanding balance of EUR23.2M) Class E
    Senior Secured Deferrable Floating Rate Notes due 2023,
    Upgraded to A2 (sf); previously on Jun 15, 2017 Upgraded to
    Ba1 (sf)

Moody's has also affirmed the ratings on the following notes:

-- EUR76M (current outstanding balance of EUR26.1M) Class B
    Senior Secured Floating Rate Notes due 2023, Affirmed Aaa
    (sf); previously on Jun 15, 2017 Affirmed Aaa (sf)

-- EUR48M Class C Senior Secured Deferrable Floating Rate Notes
    due 2023, Affirmed Aaa (sf); previously on Jun 15, 2017
    Upgraded to Aaa (sf)

Highlander Euro CDO III B.V., issued in April 2007, is a
collateralised loan obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by CELF
Advisors LLP. The transaction's reinvestment period ended in May
2014.

RATINGS RATIONALE

The upgrades of the ratings of the notes are primarily a result of
the full redemption of Class A notes and partial redemption of
Class B notes. The Class B notes have paid down by EUR49.88M or
66% of the original balance including EUR45.95M redeemed at the
recent November 2017 payment date leading to an increase of the
overcollateralization ("OC") ratios of the remaining tranches.
According to the October 2017 trustee report, the classes B, C, D
and E ratios are 306.44%, 183.94%, 143.35% and 124.56%
respectively compared to in May 2017 of 195.84%, 149.67%, 128.26%
and 116.83%.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR174.90
million, a weighted average default probability of 17.70%
(consistent with WARF of 2831 and a weighted average life of 3.5
years), a weighted average recovery rate upon default of 44.70%
for a Aaa liability target rating, a diversity score of 17.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. Moody's generally applies recovery rates for CLO
securities as published in "Moody's Approach to Rating SF CDOs".
In some cases, alternative recovery assumptions may be considered
based on the specifics of the analysis of the CLO transaction. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics of
the collateral pool into its cash flow model analysis, subjecting
them to stresses as a function of the target rating of each CLO
liability it is analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it lowered the weighted average recovery rate by 5
percentage points; the model generated outputs that were in line
with the base-case results for classes B, C and D and within two
notches for class E.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behaviour and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

* Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the
notes beginning with the notes having the highest prepayment
priority.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


VODAFONEZIGGO GROUP: Moody's Lowers CFR to B1, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) and probability of default rating (PDR) of
VodafoneZiggo Group B.V. ('VodafoneZiggo') to B1 (from Ba3) and to
B1-PD (from Ba3-PD), respectively. At the same time, the agency
has downgraded the ratings of the group's senior secured debt
instruments to B1 (from Ba3). Secured debt is issued by Ziggo B.V.
and the SPV borrowing vehicles - Ziggo Secured Finance Partnership
and Ziggo Secured Finance B.V. (indirectly owned by a Dutch
Foundation), that on-lend funds to the ring-fenced group below
VodafoneZiggo Group B.V. The group's unsecured debt instrument
ratings have also been downgraded to B3 (from B2). Unsecured debt
is issued by Ziggo Bond Company B.V. and the SPV borrowing
vehicle, Ziggo Bond Finance B.V.

The outlook on all ratings is stable.

Moody's decision to downgrade VodafoneZiggo's CFR reflects the
company's high Gross Debt/ EBITDA (as adjusted by Moody's) of
around 5.9x (based on the last twelve months ended September 30,
2017) and aggressive shareholder returns (of EUR750 million
planned for 2017) at a time when the OCF (Operating cash flow -- a
company defined measure of EBITDA; estimated at around EUR1.70
billion for 2017 including EUR30 million of restructuring
expenses) remains under considerable pressure (year-on-year
decline of 5.3% expected in 2017).

"The ratings downgrade reflects the group's significant leverage
and its operating performance being weaker than Moody's
expectations as well as high dividend payments. Moody's does not
expect a meaningful improvement in the OCF before 2019/20 due to
heavy restructuring charges and the intense competition in the
Dutch mobile market," says Gunjan Dixit, a Moody's Vice
President -- Senior Credit Officer, and lead analyst for
VodafoneZiggo.

RATINGS RATIONALE

VodafoneZiggo's operating performance in 2017 has been weaker than
Moody's expectations. While the group's cable operations are
stabilizing, its mobile operations are struggling. Mobile revenues
from retail subscribers fell 7.8% to EUR663.2 million for the
first nine months of 2017 on a pro-forma basis, while those from
business customers dropped 11.7% to EUR460.7 million. A multitude
of factors are responsible for the poor performance of mobile,
including roaming regulation and price competition, particularly
in the business market. Nevertheless, the take-up of the converged
offer since April 2017 is showing some positive signs.

Moody's expects overall revenue growth to somewhat improve but yet
remain subdued in 2018 particularly due to the challenging market
conditions for the mobile operations. The agency positively
recognizes that VodafoneZiggo has recently won three large
government tenders, which will enable it to continue to offer
mobile services to the majority of the Dutch government from 2018
and start offering fixed-line services as well to over 200
municipalities in the Netherlands.

VodafoneZiggo expects its reported OCF to decline by 5.3% to
around EUR1.7 billion in 2017. Apart from the effect of revenue
declines, the dip in OCF in 2017 will be driven by EUR30 million
of opex related restructuring charges associated with the
integration of the businesses. Moody's expects these charges to be
material in 2018/19 (the agency estimates a total of EUR250
million of planned opex and capex-related restructuring)
offsetting any potential benefit to the OCF that could come from
the gradual improvement in revenues. Cash Flow from Operations
(CFO) will be negatively impacted in 2017-19 by the restructuring
charges and the subdued revenue and OCF growth. The Moody's
adjusted CFO/ Debt ratio will fall adequately within the triggers
defined for the B1 rating category.

The company has a fairly aggressive shareholder remuneration
policy and will be paying EUR750 million in shareholder returns in
2017 (of which EUR526 has already been paid), which will constrain
Moody's adjusted FCF in addition to the adjustment that Moody's
makes for vendor financing related payments considered as capex.
Nevertheless, Moody's currently expects the company to manage its
future shareholder remuneration in order to allow for capex
requirements (besides normal business needs) which may arise when
the national frequency auction of 4G/5G mobile spectrum in the
700MHz, 1400MHz and 2100MHz bands takes place in 2019.

VodafoneZiggo's financial policy is to manage covenant leverage
between 4.5x and 5.0x and to distribute excess cash to
shareholders. Covenant leverage is flattered by (1) the exclusion
of vendor financing obligations, (2) the add-back to EBITDA of
certain related party fees and allocations, which Moody's views as
ongoing costs for the joint venture and therefore excludes from
EBITDA, and (3) the 100% add-back of future unrealized synergies.
The covenant leverage ratio stood at 4.5x as of September 30,
2017. The corresponding Moody's-adjusted gross leverage ratio at
5.9x for the last twelve months ended September 30, 2017 is
therefore meaningfully higher than the company's reported
leverage. Both covenant leverage and Moody's adjusted leverage add
back the opex-related restructuring charges in the calculation of
EBITDA. Moody's does not expect any material de-leveraging in the
next 12-18 months due to the continued challenging market
conditions, the shareholder returns policy and the company's
target leverage ratio of 4.5x to 5.0x covenant EBITDA.

VodafoneZiggo's ratings are nevertheless supported by its strong
underlying business risk profile. The joint venture brings
together a 92% population coverage of high-speed EURO-DOCSIS 3.0
enabled cable network with the country's second-largest mobile
player. This makes VodafoneZiggo and Koninklijke KPN N.V. (KPN,
Baa3 stable) as best placed to pursue convergence and to benefit
from cross-selling opportunities, leaving Tele2 AB (Tele2) and T-
Mobile Nederland BV (TMNL) in the market providing mostly mobile-
only services. However, Moody's believe that the benefits of
market consolidation will take time to manifest as they rely on a
successful integration of VodafoneZiggo. Realization of planned
synergies (cost related EUR210 million of run-rate by 2021 as well
as meaningful revenue synergies) will also be important as
VodafoneZiggo's mobile business is otherwise overall margin
dilutive. Moody's believes that during the time of the integration
process, Tele2 and TMNL could continue to disrupt the market,
posing challenges for the highly leveraged VodafoneZiggo.

Moody's views VodafoneZiggo's liquidity position as adequate. As
of September 30, 2017, the company had EUR800 million of undrawn
revolving credit facilities available. At the same time, the
company had a significant cash balance of EUR391.8 million on the
balance sheet, although Moody's expect a large proportion of this
to be used for shareholder returns (EUR224 million in Q4 2017).
VodafoneZiggo's near term obligations are limited mainly to vendor
finance-related obligations of around EUR625.5 million falling due
in 2017 and 2018. Although currently not a concern for the
company, Moody's continues to monitor the growing nature of the
programme. The next material bond maturity does not occur before
2024 and the average tenor of third party financial debt is in
excess of 8 years.

The B1 rating of the senior secured debt is in line with the
group's B1 CFR despite the cushion provided by the vendor
financing obligations which currently rank behind this debt. This
B1 rating on the senior secured debt acknowledges that the
security position of the senior secured debt instruments will
weaken once the stub of the 2020 notes (EUR71.7 million as of
September 30, 2017) has been repaid, as direct all asset security
will no longer be granted. The B3 ratings of the existing senior
notes at Ziggo Bond Finance B.V. and Ziggo Bond Company B.V.
recognize the deep structural subordination of these notes, which
rank lowest in the claims hierarchy.

RATIONALE FOR STABLE OUTLOOK

The stable outlook assumes the successful integration of the
business with the timely delivery of expected synergies. However,
it also reflects the limited de-leveraging potential over the next
12-18 months.

WHAT COULD CHANGE THE RATING UP / DOWN

Upward ratings pressure could develop if (1) VodafoneZiggo's
operating performance improves meaningfully with the timely
realization of synergies and the eventual upside from convergent
opportunities; (2) its adjusted Gross Debt/ EBITDA ratio (as
calculated by Moody's) falls below 5.5x on a sustained basis; and
(3) its cash flow generation improves such that it achieves a
Moody's adjusted CFO/ Debt ratio trending towards 14%. Positive
Moody's adjusted FCF (after capex, dividends and vendor financing
related payments) will also support upward ratings pressure.

Downward pressure on the ratings is likely if (1) the operating
performance of the group weakens meaningfully on a sustained basis
due to intense competition in the market; (2) the business fails
to deliver the promised synergies on a timely basis; and/ or (3)
Moody's adjusted Gross Debt/ EBITDA ratio moves above 6.0x and
CFO/ Debt falls below 8% on a sustained basis. Increasingly
negative FCF (Moody's adjusted) could also put downward pressure
on the ratings.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: VodafoneZiggo Group B.V.

-- Corporate Family Rating, Downgraded to B1 from Ba3

-- Probability of Default Rating, Downgraded to B1-PD from
    Ba3-PD

Issuer: LGE HoldCo VI B.V.

-- BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to
    B3 from B2 (assumed by Ziggo Bond Company B.V.)

Issuer: Ziggo B.V.

-- BACKED Senior Secured Bank Credit Facility, Downgraded to B1
    from Ba3

-- BACKED Senior Secured Regular Bond/Debenture, Downgraded to
    B1 from Ba3

Issuer: Ziggo Bond Finance B.V.

-- BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to
    B3 from B2

Issuer: Ziggo Secured Finance B.V.

-- Senior Secured Bank Credit Facility, Downgraded to B1
    from Ba3

-- BACKED Senior Secured Regular Bond/Debenture, Downgraded
    to B1 from Ba3

-- Senior Secured Regular Bond/Debenture, Downgraded to B1 from
    Ba3

Issuer: Ziggo Secured Finance Partnership

-- BACKED Senior Secured Bank Credit Facility, Downgraded to B1
    from Ba3

Outlook Actions:

Issuer: VodafoneZiggo Group B.V.

-- Outlook, Changed To Stable From Negative

Issuer: Ziggo B.V.

-- Outlook, Changed To Stable From Negative

Issuer: Ziggo Bond Finance B.V.

-- Outlook, Changed To Stable From Negative

Issuer: Ziggo Secured Finance B.V.

-- Outlook, Changed To Stable From Negative

Issuer: Ziggo Secured Finance Partnership

-- Outlook, Changed To Stable From Negative

Issuer: LGE HoldCo VI B.V.

-- Outlook, NOO

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in January 2017.

VodafoneZiggo Group B.V. (formerly known as Ziggo Group Holding
B.V.), is a 50%-50% JV owned by Liberty Global plc (Liberty, Ba3
stable) and Vodafone Group plc (Vodafone, Baa1 stable) created in
December 2016. VodafoneZiggo generated revenue of EUR4.2 billion
for the financial year ended December 31, 2016 on a pro-forma
basis.



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


KAMAZ PTC: Moody's Hikes CFR to Ba3, Outlook Stable
---------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from B1 the
corporate family rating (CFR) and to Ba3-PD from B1-PD the
probability of default rating (PDR) of KAMAZ PTC, a government-
related, leading Russian heavy truck manufacturer.

The outlook on the ratings is stable.

The upgrade reflects Kamaz's strengthened standalone credit
quality, on the back of a recovery in the Russian heavy truck
market, and Moody's expectation of continued strong government
support to the company and a continuation of the market recovery.

Moody's expects that, based on government support, Kamaz should be
able to maintain its improved credit metrics and liquidity in line
with the current rating in the absence of market shocks.

RATINGS RATIONALE

The upgrade of Kamaz's rating to Ba3 from B1 was driven by an
improvement in Kamaz's standalone credit quality, as measured by
its baseline credit assessment (BCA), to b3 from caa1, under
Moody's Government-Related Issuers (GRIs) methodology.

Furthermore, the upgrade factors in Moody's assumption of the
strong probability of the Russian government's (Ba1 stable)
support to Kamaz, in the event of financial distress, which adds a
sizable uplift to its b3 BCA and drives its rating to the Ba3
category.

Kamaz's standalone creditworthiness has strengthened since mid-
2016 on the back of a recovery in Russia's heavy truck market, as
evidenced by Kamaz's operational and financial results for 2016
and the first six months of 2017.

Pressured by the market downturn in 2014-15 and supported by
government-facilitated funding, Kamaz has focused on capacity
rationalisation and model renewals.

This approach has helped the company increase efficiency and cut
costs as well as take advantage of the market recovery and it is
now better prepared for the increasing competition evident from
foreign truck manufacturers.

Kamaz's sales volumes grew ahead of the domestic heavy truck
market in 2016. This year, the company's sales growth has slowed
but remained high enough to support its market share of around
50%. Kamaz's EBITA margin -- as adjusted by Moody's -- increased
to 3.5% in 2016 from -3.8% in 2015, and further improved to 6.1%
for the 12 months to June 2017.

Furthermore, leverage fell to 4.1x -- on an adjusted debt/EBITDA
basis -- by mid-2017 from 6.1x at end-2016, and from the double-
digit negative levels at end-2015. The reduction in leverage has
been driven by increasing EBITDA.

Given its forecast for Russian economic growth (by 1.5% in 2017-
18), Moody's expects that the recovery in Russia's heavy truck
markets will continue, which should benefit Kamaz. Despite the
risks of a slower-than-expected market recovery and the increasing
competition from foreign manufacturers, Moody's expects that Kamaz
will avoid a sustained and significant deterioration of its
financial profile in the absence of market shocks.

This expectation considers Kamaz's progress on the modernization
of its products and cost management but, more importantly, it
factors in the government's day-to-day support, ranging from
measures to support demand, to investment and liquidity funding.

Moody's assumes that the Russian government's guarantee of RUB35
billion, of which RUB20 billion covers the company's domestic
bonds issued in 2015-16, will cover any new debt that Kamaz takes
on to fund capex, and that this debt will be attracted during
2018.

Kamaz's capex program remains significant. As of mid-2017, the
company plans to spend as much as RUB25.7 billion by end-2018,
which will make unlikely any significant, sustained reduction in
total leverage in the medium term.

At the same time, Moody's positively considers that government-
related and/or government-guaranteed debt will continue to
dominate Kamaz's debt portfolio.

Moody's sees Kamaz's liquidity as of mid-2017 as sufficient,
taking into account that its cash sources cover its cash needs up
to end-2018 and that it has sufficient headroom under its
covenants. Its liquidity benefits from cash reserves of RUB25.6
billion, sizable availabilities under long-term backup facilities
and, overall, from government-related capex funding.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on Kamaz's rating reflects Moody's expectation
that (1) some weakening of credit metrics expected in 2018 due to
sizable increase in capex-related debt will be temporary and Kamaz
will demonstrate sustainable recovery in financial and credit
metrics starting 2019, supported by incremental EBITDA
contribution; and (2) liquidity will continue to be at least
adequate. The stable outlook also assumes no negative change in
Russia's sovereign rating and/or in Moody's assumption of strong
government support.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's does not envisage upward pressure on Kamaz's rating over
the next 12-18 months, given that Kamaz is in the midst of the
heavy investment cycle and considering the risk of a slower-than-
expected recovery in the domestic heavy truck market.

Kamaz's rating could be downgraded if (1) Russia's sovereign
rating were downgraded; (2) the company's key market were to
materially deteriorate and/or its financial and/or liquidity
profile were to weaken, challenging its business operations and
debt service capacity; or (3) there is a decline in the
probability of government extraordinary support in the event of
financial distress.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Global Manufacturing
Companies published in June 2017, and Government-Related Issuers
published in August 2017.

KAMAZ PTC (Kamaz) is a leading player in the Russian heavy truck
market. Russia's 100% state-owned investment holding State
Corporation Rosstechnologii holds a 49.9% stake in Kamaz. In the
12 months to June 2017, Kamaz generated revenue of RUB148.6
billion ($2.4 billion).



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


SAS AB: Moody's Raises CFR to B1, Outlook Stable
------------------------------------------------
Moody's Investors Service has upgraded Scandinavian airline group
SAS AB's (SAS) corporate family rating (CFR) to B1 from B2 and its
probability of default rating to B1-PD from B2-PD. Concurrently,
Moody's has upgraded its subsidiary SAS Denmark-Norway-Sweden's
backed subordinated loan rating to B3 from Caa1 and its backed
senior unsecured MTN rating to (P)B2 from (P)B3. Moody's has
affirmed the NP commercial paper rating and the (P)NP backed other
short term rating. The outlook on all the ratings is stable.

"We upgraded SAS's ratings to reflect its material earnings
improvement in fiscal year 2017, which has further strengthened
the company's credit metrics," says Sven Reinke, a Moody's Senior
Vice President and lead analyst for SAS.

"While Moody's do not anticipate that SAS's performance will
improve substantially in fiscal year 2018, Moody's forecast of
relatively stable oil prices at the current price levels and SAS's
ongoing cost saving initiatives will support a stable operating
performance over the next 12-18 months", Mr. Reinke adds.

RATINGS RATIONALE

The upgrade of SAS's baseline credit assessment (BCA) to b2 from
b3 which is the reason for the concurrent upgrade of all assigned
ratings by one notch reflects the airline's strong performance in
fiscal year (FY)2017, which will result in credit metrics well
within Moody's guidance for a B1 rating. The company's reported
that preliminary pre-tax income before nonrecurring items improved
substantially to SEK1.9 billion in FY2017, up from SEK0.9 billion
the previous year.

While SAS has released limited information regarding the full year
FY2017 performance yet, the improvement of its operating
performance was already evident when the company published its
more detailed results for the first three quarters of FY2017
(November 2016 -- July 2017). The company's pre-tax income before
nonrecurring items improved to SEK897 million during that period
compared to SEK-2 million during the first three quarters of
FY2016. This improvement was driven by (1) revenue growth of 9.5%
owing to capacity expansion but also supported by positive FX
effects; and (2) FX adjusted unit cost reduction by 5.5% despite
higher fuel cost. SAS' FX adjusted non-fuel unit cost fell by 6.2%
as the company continued to execute on its cost saving initiatives
and because of the longer stage length driven by the long-haul
expansion.

SAS has executed a number of restructuring and cost efficiency
programmes in recent years, such as the 4Excellence Next
Generation programme between 2012 and 2015 that lowered the
company's cost base by around SEK3 billion. The company delivered
a further SEK700 million of cost savings in FY2016 and additional
SEK540 million during the first three quarters of FY2017,
predominately owing to the outsourcing of ground handling and
aircraft maintenance activities, aircraft fleet simplification and
the introduction of a two-tier production model, whereby more
regional services are now operated by wet-lease partners.

However, SAS continues to face yield pressure driven by additional
capacity from both low cost and network carriers. SAS increased
its own capacity by 8.9% in the first three quarters of FY2017 as
it expanded its long-haul capacity by 14.6%. Despite an improving
load factor, which increased to 76.2% compared with 74.2% during
the first three quarters of FY2016, SAS' unit revenues declined by
3.2% driven by a 5.9% yield decline.

SAS's ratings reflect the application of Moody's rating
methodology for government-related issuers (GRIs). The B1 rating
for SAS incorporates a one-notch uplift from the GRI methodology
reflecting the combination of the following GRI inputs: (1) a
baseline credit assessment (BCA) of b2; (2) the Aaa local-currency
rating of the Scandinavian sovereign shareholders; (3) 'High'
dependence; and (4) 'Low' support. The combined shareholding of
the three Scandinavian countries has lowered to around 39% from
around 43% as the governments of Sweden and Norway did not
participate in the recent equity increase. A further reduction in
the ownership level could result in the removal of the one-notch
rating uplift.

SAS's b2 BCA reflects the company's improving but historically
very volatile operating profitability, which resulted in a
stronger financial profile. SAS's current adjusted debt-to-EBITDA
ratio is well positioned for a b2 BCA. This ratio fell to 4.0x in
Q3 FY2017 from 4.7x at FY2016. However, Moody's expects no
material improvement in leverage over the next 12-18 months, as
ongoing cost efficiency measures are likely to be offset by yield
pressure, as a result of growing capacity in SAS's core
Scandinavian market. The recent equity increase which resulted in
cash proceeds of SEK1.3 billion is only mildly credit positive
because of the limited size when compared with SEK28.7 billion of
Moody's adjusted total debt at the end of July 2017 and because of
SAS' intention to use to proceeds for the partial redemption of
its preference shares which Moody's treats as equity. However,
less preference shares will be positive for SAS' cash flow
generation as the preference shares currently carry a 10% cash
dividend.

The company's liquidity is adequate even beyond a 12-month
horizon, despite material debt maturities over the next 24 months
totaling SEK5.1 billion. However, high debt maturities are
mitigated by SAS' high balance of cash and cash equivalents of
SEK8.6 billion at the end of July 2017 and undrawn, committed
credit facilities of SEK2.8 billion. Moody's assumes that SAS will
use the proceeds from its recent equity increase to redeem some of
its preference shares and not to refinance its maturing debt but
that the company will start to address its upcoming debt
maturities in due course.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that SAS will
continue to reduce its cost base. This is likely to offset some of
the negative effects of the intense competition from low-cost
carriers in the Nordic region, which is likely to continue to
pressure SAS' top-line growth and yields. The company targets
efficiency measures of SEK3.0 billion for FY2017-FY2020. In
addition, Moody's expects the oil price will remain between $40
per barrel and $60 per barrel, which supports SAS' profitability.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure could be exerted on the BCA if SAS's adjusted
leverage were to fall below 3.5x and if its adjusted EBIT to
interest expense ratio were to improve to more than 2.0x on a
sustainable basis, while generating positive free cash flow and
maintaining an adequate liquidity profile. SAS would need to
demonstrate the resilience of its business model against
increasing competition from low cost competitors, as well as other
legacy airlines.

The BCA could come under negative pressure if the company's gross
adjusted leverage were to increase above 4.5x and if the adjusted
EBIT to interest expense ratio were to trend back below 1.5x, or
as a result of weakened liquidity. In addition, the removal of the
GRI related rating uplift for example as a result of a further
reduction of the government ownership stake in SAS could lead to a
downgrade of the CFR.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Global Passenger
Airlines published in May 2012, and Government-Related Issuers
published in August 2017.


SAS AB: S&P Hikes CCR to 'B+' on Improving Financial Profile
------------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating on
Sweden-based airline operator SAS AB to 'B+' from 'B'. The outlook
is stable.

The upgrade follows a period of improving credit metrics for SAS
and reflects our expectation that the company will be able to
sustain its 'B+' rating-commensurate financial risk profile.
SAS has improved its ratio of S&P Global Ratings-adjusted funds
from operations (FFO) to debt to 17.6% at the end of July 2017
from 12.5% at the end of July 2016 on a rolling 12-month basis.
The change was mainly due to operational improvements, with a 1.1
percentage-point increase in its adjusted EBITDA margin to 16.2%
at the end of July 2017.

According to S&P's base case, SAS will achieve a ratio of adjusted
FFO to debt of about 20% in fiscal 2018 (ending Oct. 31) mainly
due to sustained EBITDA generation and additional reduction in
adjusted debt.

SAS' business profile continues to reflect the company's exposure
to the cyclical, fragmented, and highly capital-intensive European
airline industry; and its higher cost position compared with
peers. Management's focus is on improving the company's
competitive position, as evident from its cost-saving plan. Its
well-known brand and high market share among its target customer
group in Scandinavia partly offset its higher cost positon.

SAS' financial risk profile continues to be constrained by high
levels of adjusted debt (including operating leases and the
preference shares we treat as debt) as well as its volatile
earnings and cash flow generation. Although volatility in fuel
prices and currency rates is somewhat mitigated by an internal
hedging program, earnings can swing markedly from year to year.

S&P said, "We still consider SAS as a government-related entity
although ownership by the Swedish, Norwegian, and Danish states
declined to 38.9% following the latest issuance of common shares,
from 42.9%, as only Denmark participated in the equity increase.
However, the ownership has no effect on the rating as we think
that there is a low likelihood of extraordinary support from these
states in the event of financial distress.

"The stable outlook reflects our expectations that the company
will be able to sustain its improved credit measures consistent
with a 'B+' rating, such as adjusted FFO to debt maintained
between 16% and 25%, and that the gains from the ongoing
efficiency program will preserve its competitive position and
profitability.

"We could consider an upgrade if SAS further improves its
financial risk profile to such an extent that it demonstrated
ample headroom within the significant category. We would view a
ratio of adjusted FFO to debt of at least 25% on a sustainable
basis as commensurate with a higher rating.

"We could lower the rating if SAS' operating performance
deteriorated unexpectedly and significantly from the current
levels, for example, if we expected the company to report negative
earnings for fiscal 2018, and this, in turn, led to deteriorating
credit metrics. We would view a ratio of adjusted FFO to debt of
less than 16% as commensurate with a lower rating. Such a
deterioration could stem from prolonged higher oil prices of above
$75 per barrel, which SAS was not able to offset with efficiency
measures or higher ticket prices."



=====================
S W I T Z E R L A N D
=====================


CLARIANT AG: Moody's Revises Outlook to Stable, Affirms Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service changed the outlook on all ratings of
Clariant AG to stable from developing. Concurrently, Moody's
affirmed the company's Ba1 corporate family rating (CFR), Ba1-PD
probability of default rating (PDR) and the Ba1 ratings assigned
to its various senior unsecured debt instruments.

RATINGS RATIONALE

The revision of the rating outlook to stable from developing
follows the recent announcement by Clariant and Huntsman
Corporation (Ba1, Stable) that they have mutually terminated their
proposed merger of equals. The two parties jointly took this
decision in view of the opposition to the transaction of activist
investor White Tale Holdings, which, with the support of some
other shareholders, threatened to prevent Clariant from securing
the two-thirds shareholder approval that would have been required
to approve the transaction under Swiss law.

Moody's considers that Clariant's merger with Huntsman would have
benefited its credit profile by creating a large chemical group
with greater scale and a more diversified business portfolio in
terms of products, geographies and end-markets. However, although
management had stated its intention to achieve investment grade
ratings for the merged group, some uncertainty remained as to its
future financial policies and the extent to which it would have
reduced financial leverage post merger. Furthermore, despite the
friendly status of the merger, its execution inevitably gave rise
to some risk given its scale.

Moody's notes that while the termination of the merger will likely
lead Clariant to reassess its strategic options, management has
clearly stated that it will focus again fully on the execution of
its stand-alone strategy. In this context, the stabilisation of
the outlook reflects Moody's expectation that Clariant will report
further improvement in operating profitability and generate
positive free cash flow after capital expenditure and dividends
(FCF) in 2017, which should lead to some further consolidation in
its financial metrics.

In 9M 2017, Clariant reported a 10% increase in EBITDA before
exceptional items to CHF717 million on sales of CHF4.70 billion,
up 9% year-on-year. This was achieved despite some raw material
cost pressure and ramp-up costs constraining profitability in Care
Chemicals, as well as the continuing challenging industry
environment affecting the Oil & Mining Services segment. Organic
volume growth averaged 6% across the group. Notably, the Catalysis
business contributed nearly two thirds of the increase in group
EBITDA. A strong pick-up in new projects and refill business
(particularly in Asia and the Middle East), as well as improved
capacity utilisation resulted in a 46% rise in Catalysis EBITDA
(16% of group total). The Plastics & Coatings business accounted
for a further 25% of the incremental EBITDA generated by the
group, as high capacity utilisation and top-line growth of 5% (in
local currency terms) underpinned results.

In full year 2017, Moody's expects Clariant to report a high
single digit increase in EBITDA before exceptional items. Even
though higher year-on-year restructuring and merger related costs
will constrain growth in operating cash flow, Moody's projects
that Clariant will generate positive FCF in 2017, assuming working
capital follows the normal seasonal pattern and unwinds in the
second half of the year. This should allow Clariant to reduce
leverage, and bring Moody's adjusted total debt to EBITDA close to
3.8x (2.8x on a net basis) and retained cash flow (RCF) to net
debt around 19%.

WHAT COULD CHANGE THE RATING UP/DOWN

Sustained positive FCF generation leading to some permanent
reduction in the group's leverage and improvement in financial
metrics, including RCF to net debt in the mid-twenties in
percentage terms and total debt to EBITDA below 3.0x, would
support a rating upgrade to investment grade.

Conversely, the Ba1 rating would come under pressure should
Clariant fail to generate positive FCF and sustain the reduction
in financial leverage, which Moody's expects to be achieved at
year-end 2017, and drive total debt to EBITDA below 4x (and net
debt to EBITDA close to 3x) and RCF to net debt close to 20%.

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

Headquartered in Muttenz, Switzerland, Clariant AG is a leading
international specialty chemicals group with four main businesses:
Care Chemicals, Catalysis, Natural Resources and Plastics &
Coatings. In the last twelve months to September 2017, Clariant
reported EBITDA before exceptional items of CHF952 million on
revenues of approximately CHF6.2 billion (approximately $6.3
billion) from continuing operations.


MATTERHORN TELECOM: S&P Rates EUR400MM New Sr. Secured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' issue rating
to the EUR400 million fixed rate senior secured notes to be issued
by Swiss mobile operator Matterhorn Telecom. The recovery rating
is '3', indicating its expectation of meaningful recovery (50%-
70%; rounded estimate: 55%) in the event of default.

S&P said, "We also affirmed our 'B' issue rating on the group's
outstanding senior secured notes issued by Matterhorn Telecom and
our 'CCC+' issue rating on the group's existing unsecured notes
issued by Matterhorn Telecom Holding. The recovery ratings remain
unchanged at '3' and '6', respectively, indicating our expectation
of meaningful (50%-70%; rounded estimate: 55%) recovery for the
secured debt and negligible (0%-10%; rounded estimate: 0%)
recovery for the unsecured debt.

"Our rating actions follow Matterhorn's proposed partial
refinancing of its floating rate senior secured notes maturing in
2023, with the issuance of EUR400 million fixed rate senior
secured notes maturing in 2027. The recovery rating on the
existing and proposed senior secured debt instruments is supported
by our valuation of the company as a going concern. It is
constrained, however, by the notes' structural subordination to
the super senior revolving credit facility (RCF) and the
substantial amount of equally-ranked secured debt not offset by
the (comparatively small) unsecured debt cushion.

"We note that the terms of the proposed debt's documentation are
more issuer-friendly than the stricter terms of the documentation
of the other, remaining debts. This is evidenced by the broadening
of the incurrence test under the notes from a maximum 4.5x to 5.0x
consolidated net leverage ratio and increases of other permitted
baskets. Restricted payments remain limited by a former
restriction. However, we note that the dividend builder will grant
a Swiss franc (CHF) 25 million starter basket, the permitted
restricted payments carve-out will add a growing capacity as a
percentage of EBITDA, and the additional restricted payments
restriction will have a larger consolidated net leverage cap of
4.25x versus 3.75x.

"In our hypothetical default scenario, we assume a severe decline
in mobile revenues caused by higher subscriber turnover, declining
average revenue per user, and loss of market share, resulting from
fierce competition and Matterhorn's slower-than-expected service
diversification in fixed line. We believe that this, combined with
the fixed line investments charge, would reduce cash flow, leading
to a hypothetical payment default in 2020.

"We value Matterhorn as a going concern because we believe the
business would likely reorganize in a default scenario. This is
underpinned by Matterhorn's established market position in a
stable regulatory environment, valuable mobile network and
customer base, and fairly high barriers to enter the industry."

SIMULATED DEFAULT ASSUMPTIONS

-- Year of default: 2020
-- Minimum capital expenditure (share of the last three years'
    average sales): 6.0% [1]
-- Cyclicality adjustment factor: +0% (standard sector
    assumption for the telecom and cable sector)
-- Operational adjustment: +30% (for further capital expenditure
    needs in excess of 6% of historical sales)
-- Emergence EBITDA after recovery adjustments: about CHF225
    million
-- Implied enterprise value multiple: 6.0x
-- Jurisdiction: Switzerland

SIMPLIFIED WATERFALL

-- Gross enterprise value at default: about CHF1.35 billion
-- Administrative costs: 5%
-- Net value available to debtors: CHF1.29 billion
-- Priority claims [2]: about CHF88 million
-- Secured debt claims [2]: about CHF2.1 billion
-- Recovery expectation [3]: 50%-70% (rounded estimate 55%;
    recovery rating '3')
-- Unsecured debt claims[2]: about CHF350 million
-- Recovery expectation[3]: 0%-10% (rounded estimate 0%; recovery
    rating '6')

[1]Average sales exclude future fixed-line revenues.
[2]All debt amounts include six months of prepetition interest.
RCF assumed 85% drawn on the path to default.
[3]Rounded down to the nearest 5%.



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


IWH UK: Moody's Assigns B2 Corporate Family Rating
--------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
rating (CFR) and a B2-PD probability of default rating (PDR) to
IWH UK Finco Limited ("Theramex"). Concurrently, Moody's has
assigned B2 instrument ratings to the proposed $435 million
(EUR375 million) senior secured guaranteed term loan B and a EUR55
million senior secured guaranteed revolving credit facility (RCF)
issued by IWH UK Midco Limited. The outlook on all ratings is
stable.

RATINGS RATIONALE

The B2 CFR assigned to Theramex reflects (1) Theramex's high gross
margins which Moody's expects to translate into a strong cash flow
conversion allowing for expectations of solid de-leveraging
following closing of the transaction; (2) a business profile which
is less exposed to the typical pharmaceutical risks such as patent
expiries and pipeline setbacks; (3) the defensive nature of the
company's product portfolio where a substantial portion of
revenues are non-reimbursed and therefore builds some barriers to
entry as new entrants will have to build brand equity; (4) the
comprehensive TSA in place that mitigates execution risk; (5)
Theramex's well balanced geographic footprint and; (6) an adequate
liquidity profile.

More negatively, the B2 rating also reflects (1) an overall
limited scale with revenues of around $270 million on a last
twelve months (LTM) basis; (2) the company's reliance upon a more
limited set of products to drive growth over the life of the loan
facilities; (3) lack of track record as a stand-alone group
operator with some uncertainties over central costs and standalone
operations; (4) a degree of execution risk as Theramex exits from
the ownership of Teva Pharmaceutical Industries Ltd (Baa3
negative) and evolves into a stand-alone entity; (5) the risk of
supply chain shortages as Theramex is a pure sales & marketing
organization.

RATIONALE FOR THE OUTLOOK

The stable outlook reflects Moody's expectations that Theramex
will succeed in the roll-out of its key products and embark upon a
trajectory of deleveraging allowing for the company's gross
leverage -- defined as Moody's adjusted gross debt/ EBITDA -- to
move below 5x within the first twelve months after closing. There
is limited flexibility for debt-financed acquisitions during the
first 12 months after closing of transaction.

The ratings and outlook incorporate some incremental uncertainty
arising from the fact that all historical financial information is
derived from auditor-provided financial due diligence. The company
has not produced pro-forma audited accounts for the period when
the assets were a part of Teva.

LIQUIDITY

Moody's expects Theramex to display an adequate liquidity profile
over the next 12 months. Post-closing, the company will have an
ample cash balance of $40 million, but this is required to fund
the build-up of working capital in the first year of operations.
This will normalize beyond 2018, and Moody's believes Theramex
will generate free cash flow above $30 million by 2019. Further
liquidity cushion is provided through access to a covenanted EUR55
million RCF which Moody's expects will be undrawn at closing.
Moody's expects that Theramex will maintain ample headroom to its
financial covenant.

STRUCTURAL CONSIDERATIONS

The proposed $435 million (EUR375 million) senior secured term
loan B and EUR55 million senior secured revolving credit facility
will be guaranteed by entities of the Theramex group accounting
for at least 80% of group EBITDA.

In addition to the senior secured facilities, the capital
structure will also include a shareholder loan. According to
Moody's assessment, these are considered as equity and not
included in Moody's credit metrics or loss given default
waterfall.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure could develop should Theramex succeed in
transitioning to a stand-alone entity and achieving its expected
roll-out. In addition, Moody's would expect Theramex to
successfully deleverage so that Moody's adjusted gross debt/EBITDA
moves below 4x.

Negative rating pressure would be exerted on the rating if (1)
Theramex's Moody's adjusted gross debt/EBITDA fails to demonstrate
a glide path towards 5x by the end of 2018; (2) Failure to drive
top-line growth and EBITDA improvement during the first 12 months
after closing of the transaction; (3) Theramex were to incur a
higher cost base than expected exercising pressure on its profit
margins and cash flows (4) free cash flows were to turn negative.

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.


MAZARIN FUNDING: S&P Affirms CCC- Ratings on Various Income Notes
-----------------------------------------------------------------
S&P Global Ratings took various credit rating actions on the notes
issued by Mazarin Funding Ltd.

Specifically, S&P has:

-- Withdrawn its ratings on the series 2010-1 tier 4 and series
    2010-2 tier 6 notes following their full repayment;

-- Lowered and removed from CreditWatch negative our ratings on
    the series 2010-3 tier 8, series 2010-4 tier 10, series
    2010-5 tier 12, and series 2010-6 tier 14 notes;

-- Affirmed and removed from CreditWatch negative our ratings on
    the series 2010-7 tier 16 through series 2010-21 tier 44
    notes; and

-- Affirmed its ratings on the slow and fast pay income notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the transaction under our relevant criteria (see
"Related Criteria").

"On Aug. 16, 2017, we placed our ratings on various classes of
notes on CreditWatch negative following the identification of a
misapplication of our structured finance temporary interest
shortfall methodology. Specifically, the methodology states that
the maximum potential ratings assigned to structured finance
securities without any payment-in-kind or economically equivalent
features are capped in accordance with Table 1 of the criteria.
Our analysis indicates that had we correctly applied these
criteria to these classes of notes, their ratings would, all else
being equal, likely have been in the speculative-grade category
based on the amount of time interest on them had been deferring.

"Apart from the most senior class of notes outstanding, all of the
subordinated junior senior notes in Mazarin Funding are
deferrable, but do not include the obligation to pay-in-kind or
include any other economically equivalent feature following an
interest shortfall. As a result, the ratings on these notes should
be capped in accordance with our temporary interest shortfall
criteria.

"Since our previous full review on Nov. 7, 2016, the transaction
has continued to amortize and any previously deferred interest has
been repaid (see "Various Rating Actions Taken In HSBC's Mazarin
Funding Vehicle Following Review"). We understand that all notes
are currently timely on their interest payments.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes. The BDR
represents our estimate of the maximum level of gross defaults,
based on our stress assumptions, that a tranche can withstand and
still fully repay the noteholders. We used the portfolio balance
that we consider to be performing, the reported weighted-average
spread, and the weighted-average recovery rates that we applied
for each rating level under our analysis. We incorporated various
cash flow stress scenarios using our shortened and additional
default patterns and levels for each rating category assumed for
each class of notes, combined with different interest stress
scenarios as outlined in our collateralized debt obligations
(CDOs) of pooled structured finance assets criteria and our
corporate CDO criteria.

"For the portion of the assets not rated by S&P Global Ratings, we
apply our third-party mapping criteria to map notched ratings from
another ratings agency and to infer our rating input for the
purpose of inclusion in CDO Evaluator (see "Mapping A Third
Party's Internal Credit Scoring System To Standard & Poor's Global
Rating Scale," published on May 8, 2014). In performing this
mapping, we generally apply a three-notch downward adjustment for
structured finance assets that are rated by one rating agency and
a two-notch downward adjustment if the asset is rated by two
rating agencies.

"Additionally, as part of our analysis and in accordance with our
criteria, we have applied our supplemental tests to address event
and model risk. In accordance with our corporate CDO criteria, as
the transaction employs excess spread, we have applied the
supplemental test by running our cash flows using the forward
interest rate curve, including the highest loss from the largest
obligor test net of their recoveries.

"As a result of the transaction's deleveraging, the series 2010-1
tier 4 and series 2010-2 tier 6 notes have now fully repaid. We
have therefore withdrawn our ratings on these notes.

"While all interest shortfalls have now been repaid for all
classes of notes and the transaction's performance continues to be
strong from a cash flow perspective, the notes are unable to
achieve a 'AAA' rating due to previous interest deferrals, in line
with our temporary interest criteria. Therefore, we have lowered
to 'AA+ (sf)' from 'AAA (sf)' and removed from CreditWatch
negative our ratings on all classes of notes in series 2010-3 tier
8 through series 2010-6 tier 14.

"Our credit and cash flow analysis indicates that the series 2010-
7 tier 16 through series 2010-21 tier 44 notes are able to achieve
higher ratings than those currently assigned. This is primarily
due to the transaction's deleveraging, resulting in an increase in
available credit enhancement for all classes of notes. However, as
these notes have deferred interest on their payments obligations
in the past, we have affirmed and removed from CreditWatch
negative our ratings on the series 2010-7 tier 16 through series
2010-21 tier 44 notes. We will monitor these classes of notes to
determine whether future shortfalls are likely to occur, in
accordance with our interest shortfall criteria and taking into
account the transaction's overall credit and cash flow
performance.

"Our cash flow results indicate that the fast and slow pay income
notes cannot withstand our credit and cash flow stresses at rating
levels above 'CCC-'. In addition, our supplemental stress tests
constrain our ratings on these classes of notes at 'CCC- (sf)'. We
have therefore affirmed our 'CCC- (sf)' ratings on the slow and
fast pay income notes."

RATINGS LIST

  Class                    Rating
                    To               From

  Mazarin Funding Ltd.

  Ratings Withdrawn

  $200 Million Floating-Rate Junior Senior Tranche 1 Tier 4 Series
  2010-1
                  NR               AAA (sf)/Watch Neg

  $180 Million Floating-Rate Junior Senior Tranche 1 Tier 6
  Series 2010-2

                  NR               AAA (sf)/Watch Neg

  Ratings Lowered And Removed From CreditWatch Negative

  $270 Million Floating-Rate Junior Senior Tranche 1 Tier 8 Series
  2010-3

                  AA+ (sf)         AAA (sf)/Watch Neg
  $320 Million Floating-Rate Junior Senior Tranche 1 Tier 10
  Series 2010-4

                  AA+ (sf)         AAA (sf)/Watch Neg
  $320 Million Floating-Rate Junior Senior Tranche 1 Tier 12
  Series 2010-5

                  AA+ (sf)         AAA (sf)/Watch Neg
  $180 Million Floating-Rate Junior Senior Tranche 1 Tier 14
  Series 2010-6

                  AA+ (sf)         AAA (sf)/Watch Neg (sf)

  Ratings Affirmed And Removed From CreditWatch Negative

  $320 Million Floating-Rate Junior Senior Tranche 1 Tier 16
  Series 2010-7

                  AA+ (sf)         AA+ (sf)/Watch Neg
  $160 Million Floating-Rate Junior Senior Tranche 1 Tier 18
  Series 2010-8

                  AA+ (sf)         AA+ (sf)/Watch Neg
  $160 Million Floating-Rate Junior Senior Tranche 1 Tier 20
  Series 2010-9

                  AA (sf)          AA (sf)/Watch Neg
  $160 Million Floating-Rate Junior Senior Tranche 1 Tier 22
  Series 2010-10

                  AA- (sf)         AA- (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 24 Series
  2010-11

                  A+ (sf)          A+ (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 26 Series
  2010-12

                  A+ (sf)          A+ (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 28 Series
  2010-13

                  A- (sf)          A- (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 30 Series
  2010-14

                  BBB+ (sf)        BBB+ (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 32 Series
  2010-15

                  BBB+ (sf)        BBB+ (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 34 Series
  2010-16

                  BBB (sf)         BBB (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 36 Series
  2010-17

                  BB+ (sf)         BB+ (sf)/Watch Neg
  $80 Million Floating-Rate Junior Senior Tranche 1 Tier 38 Series
  2010-18

                  BB+ (sf)         BB+ (sf)/Watch Neg
  $45 Million Floating-Rate Junior Senior Tranche 1 Tier 40 Series
  2010-19

                  BB- (sf)         BB- (sf)/Watch Neg
  $40 Million Floating-Rate Junior Senior Tranche 1 Tier 42 Series
  2010-20

                  B+ (sf)          B+ (sf)/Watch Neg
  $15 Million Floating-Rate Junior Senior Tranche 1 Tier 44 Series
  2010-21

                  B+ (sf)          B+ (sf)/Watch Neg

  Ratings Affirmed

  EUR83.959 Million Tier 1 Fast Pay Income Notes

                  CCC- (sf)
  $11.301 Million Tier 1 Fast Pay Income Notes

                  CCC- (sf)
  GBP17.165 Million Tier 1 Fast Pay Income Notes

                  CCC- (sf)

  $98.63 Million Tier 1 Fast Pay Income Notes

                  CCC- (sf)
  $642.342 Million Tier 1 Slow Pay Income Notes

                  CCC- (sf)
  EUR58.988 Million Tier 1 Slow Pay Income Notes

                  CCC- (sf)
  GBP49.001 Million Tier 1 Slow Pay Income Notes

                  CCC- (sf)
  JPY3.533 Billion Tier 1 Slow Pay Income Notes

                  CCC- (sf)

  NR--Not rated.


MONARCH AIRLINES: Can't Appeal Ruling in Runway Slots Dispute
-------------------------------------------------------------
Aol reports that administrators for failed airline Monarch have
been refused permission to appeal after losing a High Court battle
over "valuable" runway slots it wants to exchange with other
carriers to raise cash for creditors.

The ill-fate airline, which went into administration on Oct. 2,
however, can still apply directly to the Court of Appeal,
according to Aol.

In the wake of last week's decision against them, Blair Nimmo,
partner at KPMG and joint administrator, said they would be
seeking leave to appeal as a matter of urgency, Aol relates.

At the heart of the judicial review action by Monarch Airlines Ltd
(MAL) was a decision by Airport Co-ordination Ltd (ACL) not to
allocate certain take-off and landing slots to the airline for the
summer 2018 season, Aol discloses.

According to Aol, Lord Justice Gross and Mr. Justice Lewis heard
argument from Monarch's administrators that if received, those
slots would represent its "most valuable asset", which it would
seek to exchange with other airlines "to realise value for its
creditors".

Monarch Airlines, also known as and trading as Monarch, was a
British airline based at Luton Airport, operating scheduled
flights to destinations in the Mediterranean, Canary Islands,
Cyprus, Egypt, Greece and Turkey.



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


RAVNAQ-BANK: S&P Alters Outlook to Dev on New Capital Requirement
-----------------------------------------------------------------
S&P Global Ratings said it has revised its outlook on Uzbekistan-
based Ravnaq-bank to developing from positive. S&P affirmed its
'CCC+/C' long- and short-term issuer credit ratings on the bank.

S&P said, "The outlook revision stems from our doubts about
whether Ravnaq-bank can increase its share capital to UZS100
billion by Jan. 1, 2019, in accordance with new banking
regulation. The bank's authorized capital was only UZS22.8 billion
as of Sept. 30, 2017. Since, in our view, Ravnaq-bank's internal
capital generation is insufficient to bring its capital to the
target level, the bank is reliant on shareholders' ability to
inject new capital. However, we consider the main shareholder's
capacity to inject new capital to be uncertain."

S&P has revised its outlook on the rating to developing, since it
considers that two scenarios are possible:

-- S&P thinks that the shareholder might provide additional
    capital, thereby allowing the bank to continue its
    operations. It is also possible that the capital could be
    provided in stages and over a period longer than one year.
    Although this would mean the bank might not be compliant on
    Jan. 1, 2019, S&P thinks the regulator could potentially
    provide a waiver, or soften or postpone the requirement,
    especially if it concludes that a number of banks are unable
    to meet it.

-- S&P sees as almost equally possible that, if the bank cannot
    secure additional capital to meet new minimum capital
    requirements, the regulator may not be willing to provide a
    waiver. In that case, S&P would expect regulatory actions to
    follow, which might range from limiting certain of Ravnaq-
    bank's activities or withdrawing its license. That said, S&P
    currently does not have sufficient information to assess the
    main shareholder's capacity to provide additional capital.
    Furthermore, the regulator's potential reaction in case of
    noncompliance with the new capital requirement is unclear.

S&P said, "We understand that Ravnaq-bank's controlling
shareholder is committed to injecting about UZS8 billion in
capital before the end of this year, in addition to UZS2 billion
injected earlier in 2017, and UZS70 billion in 2018. We are less
certain about whether the shareholder can provide the full UZS70
billion in 2018, and consider it likely that the amount might be
smaller or provided over a longer period.

"We do not expect the bank's internal earnings generation will be
sufficient to help its capital increase to the required UZS100
billion by 2019 without external support. We forecast the return
on average equity at 13%-18% in 2017, including one-time foreign
currency revaluation gains realized after the exchange rate
liberalization on Sept. 5, 2017, before decreasing to 6%-8% in
2018.

"Our 'CCC+' rating on Ravnaq-bank continues to reflect our view
that the bank is vulnerable and dependent upon favorable business,
financial, and economic conditions to meet its financial
commitments.

"The developing outlook indicates that over the next 12 months we
could affirm, raise, or lower our ratings on Ravnaq-bank,
depending on the bank's ability to increase its authorized capital
to the new minimum requirement of UZS100 billion by the beginning
of 2019.

"We could lower the ratings over the next 12 months if the
controlling shareholder appears unwilling or unable to provide
sufficient capital support to allow Ravnaq-bank to satisfy the
minimum capital requirements, leading to regulatory action that
restricts the bank's activities (including suspension of its
banking license as the worst-case scenario).

"We could raise the ratings if, in our view, Ravnaq-bank is able
to comply with the new regulatory capital requirement, provided
the bank's creditworthiness does not deteriorate and its business
position remains stable, or if the regulator is willing to relax
the new capital requirement and the bank is therefore able to
comply with it."



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


* ECB Pushes for Tool to Cap Deposit Withdrawals for Ailing Banks
-----------------------------------------------------------------
John Glover and Alexander Weber at Bloomberg News report that the
European Central Bank intensified its push for a tool that would
hand authorities the power to stop deposit withdrawals when a bank
is on the verge of failing.

ECB executive board member Sabine Lautenschlaeger said that bank
resolution cases this year showed that a so-called moratorium
tool, which would temporarily freeze a bank's liabilities to buy
time for crucial decisions, is needed, Bloomberg relates.  Her
comment comes as policy makers in Brussels debate how such
measures should be designed, and just days after the ECB
officially called for the moratorium to extend to deposits as
well, Bloomberg notes.

EU member states appear ready to heed the request, Bloomberg
relays, citing a Nov. 6 paper that develops their stance on a
bank-failure bill proposed by the European Commission.  According
to Bloomberg, they suggest giving authorities the power to cap
deposit withdrawals as part of a stay on payments only after an
institution has been declared "failing or likely to fail."

The paper reads the power to install a moratorium "can in
principle apply to eligible deposits," Bloomberg discloses.
"However, resolution authority should carefully assess the
opportunity to extend the suspension also to covered deposits,
especially covered deposits held by natural persons and micro,
small and medium sized enterprises, in case application of
suspension on such deposits would severely disrupt the functioning
of financial markets."

A version of the commission's proposal to allow supervisors to
impose a five-day payment stay on banks is retained in the
document seen by Bloomberg, despite warnings from lobbying groups
and regulators including the Bank of England that it would
endanger financial stability.  It would only apply to firms that
have already been found to be failing, Bloomberg states.

Member states may however abandon a controversial "early
intervention moratorium," which could have been imposed even
before an institution was declared failing or likely to fail,
Bloomberg says.  Industry representatives had argued that such a
stay could destabilize a firm and even tip it into resolution,
according to Bloomberg.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *