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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 30, 2017, Vol. 18, No. 238


                            Headlines


F I N L A N D

STORA ENSO: Moody's Affirms Ba2 CFR, Outlook Positive


F R A N C E

ALTICE: Plans to Sell Telecoms Network in Dominican Republic


G E O R G I A

BGEO GROUP: Moody's Reviews B1 Sr. Notes Rating for Upgrade


G E R M A N Y

CTC BONDCO: Fitch Assigns 'B(EXP)' Issuer Default Rating
CTC BONDCO: S&P Assigns Prelim 'B' CCR, Outlook Stable
SAFARI HOLDING: S&P Affirms 'B' CCR & Alters Outlook to Stable
SKW STAHL-METALLURGIE: Management Submits Insolvency Plan


G R E E C E

GREECE: Completes EUR30 Billion Voluntary Bond Swap


I R E L A N D

CORK STREET: Fitch Affirms BB Rating on EUR26.0MM Class D Notes
EUROCREDIT CDO V: S&P Raises Class E Notes Rating to 'BB-(sf)'


I T A L Y

BANCO BPM: Moody's Affirms 'Ba1' Bank Deposit Rating


K A Z A K H S T A N

KAZTRANSOIL: S&P Cuts Corp. Credit Rating to BB-, Outlook Stable


N E T H E R L A N D S

ALME LOAN: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes
EIGER ACQUISITION: Moody's Affirms B2 Corporate Family Rating
EIGER ACQUISITION: S&P Alters Outlook to Stable on New Strategy


R U S S I A

CREDIT EUROPE: Fitch Affirms BB- Long-Term IDR, Outlook Stable
TMK PAO: S&P Revises Outlook to Stable on Strengthening Results


S W E D E N

DOMETIC GROUP: S&P Affirms 'BB' CCR on Planned Acquisition


U N I T E D   K I N G D O M

JACKPOTJOY PLC: Moody's Assigns B1 CFR, Outlook Stable
NEST INVESTMENTS: Moody's Assigns Ba2 Long-Term Issuer Rating
PALMER & HARVEY: Enters Administration, 2,500 Jobs Affected
PALMER & HARVEY: Co-op Bags Wholesale Deal Following Collapse
PINEWOOD GROUP: Fitch Assigns First-Time 'BB(EXP)' IDR

PINEWOOD GROUP: S&P Assigns Prelim 'B+' CCR, Outlook Stable


                            *********



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F I N L A N D
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STORA ENSO: Moody's Affirms Ba2 CFR, Outlook Positive
-----------------------------------------------------
Moody's Investors Service has affirmed the Ba2 Corporate Family
Rating (CFR), Ba2-PD Probability of default rating (PDR), NP
Commercial Paper rating, (P)NP Other Short Term Rating and Ba2
various unsecured bond ratings of Stora Enso Oyj (Stora Enso).
Outlook remains positive.

"The affirmation reflects the fact that Stora Enso's acquisition
of a direct holding into the Bergvik forest would not materially
change Moody's view on its ratings, although this would lead to
increased leverage", says Martin Fujerik, lead analyst for Stora
Enso.

RATINGS RATIONALE

The rating action follows Stora Enso's announcement regarding the
restructuring of Bergvik Skog, which is a platform for wood supply
to Stora Enso in Sweden. Bergvik Skog is currently owned to 49% by
Stora Enso and the forest entity, which Stora Enso originally sold
into the structure in 2004, is held in the subsidiary Bergvik Vast
(BV). BV is 100% owned by Bergvik Skog. In a series of
transactions Stora Enso, together with other key shareholders,
intends to take control of BV and sell the remaining holdings in
Bergvik Skog. The forest assets in BV will be divided and Stora
Enso's share of BV will be held in a wholly owned subsidiary of
Stora Enso, which will be fully consolidated. Stora Enso currently
reports Bergvik Skog at equity.

Stora Enso estimates that the transaction would result in a cash
out effect of EUR250-EUR300 million and an increase in gross debt
by approximately EUR800 million through the full consolidation of
the direct holding. Based on estimates provided by the company,
the rating agency calculates that Stora Enso's debt/EBITDA, as
adjusted by Moody's, would deteriorate to 3.8x from 3.4x for 12
months to September 2017 period. Even though the deterioration is
material Moody's still believes that Stora Enso will be able to
deleverage towards or even below 3.5x over the next 12-18 months.
Hence, the increased leverage in conjunction with the transaction
will not materially change the agency's view on Stora Enso's Ba2
ratings that continue to be strongly positioned, as indicated with
positive outlook.

The deleveraging will come primarily from Stora Enso's continuing
transformation beyond declining paper activities towards growth
activities. In the past couple of years Stora Enso has invested
sizeable amounts into these businesses well in excess of
depreciation and maintenance capex levels. Some of those
investments, such as the mills in Varkaus (Finland) and Beihai
(China), have not yet reached their full potential. This provides
further upside for EBITDA generation through 2018, protecting the
company against headwinds in its Biomaterials division from
potentially lower average pulp prices driven by a material
increase in supply in pulp markets. In addition to that, Moody's
expects that Stora Enso will continue to generate meaningful free
cash flows in 2018, as capex further declines towards depreciation
levels, which could be used for debt repayments.

Notwithstanding the increased leverage, the transaction has also a
sound strategic rationale. First, acquiring a direct holding into
Bergvik forest will secure supply of high quality wood with
estimated value of EUR3.5 billion, which is a key input for Stora
Enso, in an environment where new potential takers of the fibre
sources enter the market. In addition, the forests are
conveniently located in proximity of Stora Enso's Swedish mills,
thus helping Stora Enso to optimise wood transportation costs,
which are material, given that wood does not travel well.

Second, securing direct access to wood supply is crucial for Stora
Enso to remain less susceptible to the volatility of wood prices,
which helps to maintain higher stability and visibility over
margins and cash flows. Lastly, the direct ownership will make it
possible for Stora Enso to right-size the harvesting volumes in
the asset and will also give the company direct access to some
high value properties in prime locations in Sweden that are not
key from a wood supply perspective and could be divested. This
could provide a potential source for cash flows in the future,
which could be used for deleveraging.

WHAT COULD CHANGE THE RATING UP/ DOWN

Positive pressure on Stora Enso's ratings could result from (1)
further reduction of Stora Enso's dependence on the mature
magazine and fine paper markets; and (2) a continued track record
of a sustainable and balanced financial policy maintaining
financial metrics commensurate with a Ba1 rating. This would
include EBITDA margins towards mid-teen percentages translating
into retained cash flow/debt towards 20%.

Moody's could consider downgrading Stora Enso if the group's
profitability were to come under pressure, resulting in its
debt/EBITDA ratio rising towards 4.5x, below 10% EBITDA-margins,
below 15% retained cash flow/debt and consecutive periods of
negative free cash flow generation. Moreover, negative ratings
pressure could develop if Stora Enso were to engage in larger
transactions and fail to return to a debt/EBITDA ratio comfortably
below 4.5x in the medium term.

Headquartered in Helsinki, Finland, Stora Enso is among the
world's largest paper and forest products companies with sales of
approximately EUR10 billion in 2016. Its portfolio comprises
production of paper, paper-based packaging, wood products and
biomaterials. Stora Enso's shares are listed on the NASDAQ QMX
Helsinki and Stockholm. Its single-largest shareholder with 12.3%
of shares is Solidium Oy (unrated), which is 100% owned by the
Finnish state, followed by Foundation Asset Management (unrated)
with a holding of 10.2% shares. Stora Enso employs workforce of
roughly 26,000 employees worldwide, with the majority of revenues
generated in Europe.

LIST OF AFFECTED RATINGS

Issuer: Stora Enso Oyj

Affirmations:

-- LT Corporate Family Rating (Foreign Currency) , affirmed Ba2

-- Probability of Default Rating, affirmed Ba2-PD

-- Commercial Paper, affirmed NP

-- Senior Unsecured Medium-Term Note Program, affirmed (P)Ba2

-- Other Short Term, affirmed (P)NP

-- Senior Unsecured Bonds, affirmed Ba2 (LGD4)

Outlook Action:

-- Outlook remains Positive

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



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F R A N C E
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ALTICE: Plans to Sell Telecoms Network in Dominican Republic
------------------------------------------------------------
Harriet Agnew and Nic Fildes at The Financial Times report that
French cable group Altice is planning to sell its telecoms network
in the Dominican Republic as part of plans to dispose of non-core
assets to reduce leverage and improve its financial position.

Altice has marked the Caribbean business for disposal and plans to
sell it in an auction as part of its efforts to cut debt and
reassure investors after seeing its share price halve this month,
the FT relays, citing three people briefed on the plans.

One of the people said the sale process of Altice Dominican
Republic, a subsidiary of the Luxembourg-based holding company, is
still in the early stages and plans could change, the FT notes.

Earlier this month, Altice founder Patrick Drahi reinstated
himself as chairman and the company's chief executive resigned,
the FT relays.

Poor third-quarter results compounded investor concerns over
Altice's EUR51 billion mountain of debt and highlighted continuing
operational issues in its largest market of France, the FT
discloses.

Last week, Altice announced it planned to shun expensive
dealmaking and de-leverage its balance sheet by disposing of
non-core assets, including its mobile masts in Europe, the FT
recounts.  At group level, Altice's gross leverage after a
spending spree that saw it acquire more than 30 companies in the
past 15 years stands at 5.5 times earnings before income, taxes,
depreciation and amortization, the FT states.

Altice, as cited by the FT, said on Nov. 20 that it had initiated
processes to begin the mobile masts disposal as early as the first
half of 2018.  According to the FT, two people familiar with the
plans said it has also earmarked for disposal a small business in
Switzerland focused on business customers that is valued at a
couple of hundred million euros.



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BGEO GROUP: Moody's Reviews B1 Sr. Notes Rating for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the B1 foreign currency
rating on JSC BGEO Group's (JSC BGEO, long term issuer ratings B1
stable) $350 million senior unsecured notes due July 2023 on
review for upgrade.

The review for upgrade has been prompted by JSC BGEO's
announcement on November 27, 2017 of a consent solicitation with
respect to the notes. JSC BGEO is seeking consent from noteholders
to transfer the notes to its main banking subsidiary JSC Bank of
Georgia (BoG, long-term local-currency deposits Ba2 stable,
baseline credit assessment ba3).

RATINGS RATIONALE

The review for upgrade on the B1 senior unsecured foreign currency
rating of the notes mainly reflects that, if approved by
noteholders and following the envisioned transfer to BoG, the
notes will become direct senior unsecured obligations of the bank.
Therefore, holders of these notes would no longer be structurally
subordinate to the bank's creditors.

Moody's rates the notes issued by JSC BGEO at B1, two notches
lower than what Moody's rate issuances at the BoG level, because:
(1) in case of liquidation, JSC BGEO's ability to distribute any
assets to creditors would be subject to the prior claims of its
subsidiaries' direct creditors, this rating approach is in line
with the rating agency's usual notching practice for holding
companies, as described in Moody's Banks methodology; (2) JSC
BGEO's ratings do not incorporate any government support uplift
because Moody's considers that any support would flow directly to
the bank rather than through the holding company. BoG's long term
local-currency deposit and senior unsecured ratings benefit from
one notch of government support uplift.

Moody's expects to conclude the review upon the conclusion of the
consent solicitation process, which is planned for the first-half
of December 2017.

WHAT COULD CHANGE THE RATING UP/DOWN

If approved by noteholders and the notes are transferred to BoG,
the B1 rating on the notes could be upgraded to reflect: (1) that
holders of these notes would no longer be structurally subordinate
to the bank's creditors, and (2) that the notes could also
potentially benefit from the incorporation of government support
uplift, in line with support uplift incorporated in BoG's local-
currency deposit and other senior unsecured ratings.

If the notes remain at JSC BGEO without any amendments to their
terms and conditions, the B1 rating would be confirmed at its
current level.

LIST OF AFFECTED RATINGS

Issuer: JSC BGEO Group

Placed On Review for Upgrade:

-- Senior Unsecured Regular Bond/Debenture, currently B1, Outlook
    changed to Rating Under Review from Stable

PRINCIPAL METHODOLOGY

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



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CTC BONDCO: Fitch Assigns 'B(EXP)' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned CTC BondCo GmbH an expected Issuer
Default Rating (IDR) of 'B(EXP)'. The Outlook is Stable. Fitch has
also assigned an expected rating of 'B+(EXP)'/'RR3' to the senior
secured term loan issued by CTC AcquiCo GmbH, and an expected
rating of 'CCC+(EXP)'/'RR6' to the senior notes issued by CTC
BondCo GmbH. CTC BondCo GmbH will own CeramTec Holding GmbH
(CeramTec) via its subsidiary CTC AcquiCoGmbH. CeramTec is a
Germany-based manufacturer of high-performance ceramics for
healthcare and various industrial end-markets.

The assignment of final ratings is contingent on completion of the
transaction with the debt and equity contributions initially as
presented to Fitch, and receipt of final financing documents being
materially in line with the draft indicative terms initially
presented to Fitch.

The ratings reflect CeramTec's aggressive leverage, fully
exhausting and initially even exceeding the leverage headroom
under the 'B(EXP)' IDR. This is offset by CeramTec's business risk
benefiting from resilient, highly profitable and less capital-
intensive medical applications, which materially contribute to its
high operating and cash flow margins. The rating reflects
comfortable internal liquidity being available for business needs.
It also implies a balanced approach towards application of free
cash flow (FCF) for bolt-on acquisitions and shareholder
distributions, without compromising the business strategic
development or restricting its financial flexibility.

KEY RATING DRIVERS

Aggressive Leverage Rating Constraint: Fitch views CeramTec's
financial leverage as aggressive and the major rating constraint.
Fitch estimated funds from operations (FFO) adjusted gross
leverage of around 9.0x post-buyout in 2018, followed by marginal
de-leveraging towards 8.0x from FY20 on the back of steady EBITDA
expansion, means that leverage will remain an outlier for the 'B'
IDR. Such aggressive gearing is only sustainable as long as the
company continues to generate substantial FCF margins of over 10%.

Strongly Cash Generative: CeramTec's business is highly cash
generative. Fitch projects strong positive FCF, steadily
increasing towards EUR100 million in FY21 from EUR60 million in
FY18. FCF margins of 10%-15% over the rating horizon will support
the current level of indebtedness. Strong cash generation is
driven by the expectation of stable and profitable operations
aided by moderate trade working capital requirements, no
shareholder distributions over the short to medium term and
moderate maintenance capex requirements to sustain the existing
asset base.

Protection From Medical Division: Fitch estimates the medical
application division contributes well over half of FCF (as
approximated by EBITDA-capex), representing a more visible,
stable, strongly profitable and less capital intensive stream of
cash flows. Fitch views this as the key stabilising factor for
FCF, cushioning volatility from the industrial applications.

Diversity From Industrial Applications: Fitch views the earnings
and cash flow contribution from the Industrials division as more
volatile than the Medical Applications division, given hard-to-
predict demand with embedded volume and price volatility across
various end-markets. Nevertheless, the existing and projected
level of divisional EBITDA demonstrates above average
profitability comparing favourably with pure diversified
industrial peers, underpinning its sustainability. It also allows
the company to broaden the scope of the end-markets and generate
additional demand from the launch of new products.

Limited Size, Moderate Diversification: As an industrial group
with revenues of around EUR500 million and EBITDA of around EUR200
million, coupled with moderate geographical concentration (around
70% of sales generated in Europe), Fitch expects Ceramtec to
remain low non-investment grade in the medium term. Increased
scale combined with further geographic diversification, a less
concentrated customer base and deeper integration with industrial
customers could be positive for the rating.

Latent M&A Risk: A fragmented industrial market provides ample
scope for bolt-on acquisitions to leverage CeramTec's materials
knowledge around ceramic-based components. Further M&A activity is
possible, based on its track record of recently completed
acquisitions together with a pipeline of likely targets identified
by the management. The rating could allow for bolt-on acquisitions
of up to EUR50 million-EUR70 million per year, if funded with
internal cash flow from 2019, provided the recently completed
acquisition reveals no integration risks. A larger target would
represent event risk.

Shareholder Distributions: Fitch note relaxed permitted payment
provisions under the senior facilities agreement, which together
with loosely defined EBITDA allows regular substantial dividend
payments. The rating relies materially on sustainably strong
levels of residual cash available for business needs. Fitch would
view shareholder distributions as rating neutral only to the
extent they do not compromise the company's strategic development
and constrain its operational and financial flexibility.

Recovery Expectations: Fitch's recovery analysis follows a going-
concern approach instead of balance sheet liquidation. This
reflects CeramTec's strong, defendable market position supported
by established long-term customer relationships, which would
support higher realisable values in a hypothetical distress
situation. For the going-concern analysis enterprise value (EV)
calculation, Fitch discounts its estimated 2017E EBITDA of EUR195
million by 20%, giving a post-distress EBITDA of EUR155 million.

Fitch applies a 5.5x distressed EV/EBITDA multiple, in line with
trading multiples of publicly listed medical technology companies,
as well as distressed EV/EBITDA multiples across Fitch's rated
universe of medical technology and diversified industrial
companies. After deducting 10% for administrative claims, Fitch
calculates recoveries for senior secured debt holders of 65% of
face value, leading to a one notch uplift from the IDR to
'B+(EXP)'/RR3. Fitch estimates zero recovery for the more
subordinated senior notes investors, giving a senior note rating
of 'CCC+(EXP)'/RR6/0%.

DERIVATION SUMMARY

Fitch considers CeramTec's rating in the context of a diversified
industrial group, overlaying it with Fitch analysis applicable for
medical technology companies, particularly as Fitch estimate that
the majority of the company's EBITDA-capex contribution, which
Fitch consider to be a FCF proxy, comes from the non-cyclical,
highly profitable and less capital-intensive medical division.

Compared to medical technology peers, CeramTec is broadly in line
with strong EBITDA and FCF margins capable of carrying higher debt
levels. On a purely medtech basis and with the current amount of
financial debt proportionately applied to its medical division,
CeramTec would likely be a defendable 'B' credit. When considering
its industrial applications business in isolation, Ceramtec would
instead be positioned as a very weak 'B-', particularly with FFO
adjusted leverage of 8-9.0x strongly signalling a 'CCC' type of
the financial risk.

The sum-of-the-parts rating approach due to the dual nature of
CeramTec's credit risk leads to a combined 'B' IDR, the stronger
impact of the medtech side maintaining healthy levels of internal
cash generation, even on the current overly aggressive capital
structure.

KEY ASSUMPTIONS

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

Group sales to grow at 3-4% p.a.
EBITDA margin gradually improving towards 37%
Capex ranging between 4-7% of sales
No acquisitions assumed

RATING SENSITIVITIES

An upgrade to 'B+' is unlikely in the medium term, given the
aggressive leverage. Over time, positive rating action could be
considered provided CeramTec demonstrates:

- Meaningful de-leveraging with FFO adjusted leverage falling
   below 7.0x;

- FCF strengthening towards EUR150 million translating into FCF
   margins sustainably in excess of 15%.

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

- FFO adjusted leverage remaining in excess of 8.5x by the end
   of FY2019 and beyond;

- Stagnating or declining sales in view of price erosion, flat
   volumes or onerous launch of new products without a material
   operating contribution;

- Stagnant EBITDA margins at 33% due to inability to compensate
   for price pressure and adverse volume dynamics;

- FCF of EUR50 million with FCF margins contracting to mid-
   single digit level.

LIQUIDITY

Fitch views the company's liquidity profile as comfortable. Fitch
expects CeramTec to generate on average EUR80 million-EUR85
million FCF per year during 2018-2021, which should comfortably
accommodate its capital investment programme. Fitch expects the
six-year committed EUR75 million revolving credit facility to
remain undrawn at year-end over the rating horizon, further
increasing CeramTec's financial flexibility.

Following the completion of the buyout (1Q18), Fitch projects a
gradual build-up of year-end cash reserves to over EUR130 million
by 2019, supported by the absence of short-term maturities and
modest intra-year working capital requirements. Fitch have
excluded from the liquidity analysis EUR20 million as a minimum
required for operational needs, which cannot be used for debt
service.


CTC BONDCO: S&P Assigns Prelim 'B' CCR, Outlook Stable
------------------------------------------------------
Cinven has agreed to sell German industrial ceramics group,
CeramTec, to a consortium led by funds advised by private equity
firm BC Partners for an undisclosed consideration.

S&P Global Ratings, thus, assigned its preliminary 'B' long-term
corporate credit rating to CTC BondCo GmbH. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'B' issue
rating to the proposed senior secured term loan B of EUR1,116.5
million. The preliminary recovery rating on this term loan is '3'
indicating our expectation of average recovery (50%-70%; rounded
estimate of 50%) in the event of payment default.

"We assigned our preliminary 'CCC+' issue rating to the proposed
EUR406 million senior notes. The recovery rating is '6'.

"We affirmed the existing ratings on the CeramTec Service GmbH and
removed the CreditWatch placement. The outlook is stable. We will
withdraw all ratings on CeramTec Service GmbH when the transaction
is closed and debt is redeemed.

"All the ratings depend on our review of the final transaction
documentation. If we do not receive the final documentation within
a reasonable time frame, or if the final documentation departs
from materials we have reviewed, we reserve the right to withdraw
or revise our ratings. Potential changes include, but are not
limited to, the use of proceeds, interest rate, maturity, size,
and financial and other covenants.

"The ratings on CeramTec reflect our view of the group's
relatively aggressive capital structure following the proposed
leveraged buyout by private equity group BC Partners.

"We assess CeramTec's financial risk profile as highly leveraged.
Based on the proposed capital structure after the buyout, we
estimate CeramTec's S&P Global Ratings-adjusted net debt-to-EBITDA
ratio will be about 7.3x for the first year of transition into new
ownership. However, we estimate that leverage will decline toward
6.8x in 2019, which is consistent with the rating level.
Additionally, we project that the funds from operations (FFO) cash
interest coverage ratio will remain strong at about 3.0x in 2018-
2019.

"The financial risk profile is supported by strong cash
generation, positive free operating cash flow (FOCF) resulting
from EBITDA margins above 30%, and low capital intensity. We
understand that the group will not be paying ongoing dividends to
its owners or providing any other cash compensation relating to
shareholder financing.

"Our business risk profile is supported by CeramTec's leading
market position in the niche ceramic hip implant components market
and its presence in diversified industrial markets. CeramTec has a
demonstrated track record of solid profitability, which is
supported by its flexible cost structure and focus on cost
management. CeramTec has consistently delivered stable reported
EBITDA margins of above 30%, which we view as average compared to
industry peers.

"In our opinion, the main factor supporting the business risk
profile is CeramTec's market position its hip implant components
product group, which accounts for a significant portion of the
group's EBITDA and operating cash flow. We expect more pricing
pressures in the industrial segment, in particular in the
automotive end-market. However, this is mitigated by CeramTec's
proved ability to deliver high quality components in large
volumes, as one of the few market players globally for ceramic
components.

"Our base case assumes that CeramTec will deliver about 13% of
sales topline growth in 2017 and 3%-5% in 2018 on the back of
stronger volumes in the medical segment, recovering momentum in
the industrial division, and the acquisition of the Morgan Electro
Ceramics business completed in 2017.

"In the long term, for the health care equipment sub-sector we
expect revenue growth to be supported by favorable demographic
trends -- increasing emerging market penetration -- and a steady
pace of technological innovation.

"The stable outlook reflects our view that the group will maintain
post-transaction credit measures commensurate with the 'B' rating
over the coming 12 months, including debt to EBITDA moving toward
7.0x, reflecting gradual deleveraging, and FFO cash interest
coverage continuously above 2.5x. The stable outlook incorporates
our view that the company will maintain stable margins and
generate positive FOCF.

"We believe that the likelihood of an upgrade is limited given the
current highly leveraged capital structure. We could raise the
rating if the group sustainably reduced S&P Global Ratings-
adjusted debt to EBITDA to below 5x and increased adjusted FFO to
debt above 12%.

"We could lower the rating if CeramTec's adjusted FFO to cash
interest coverage dropped to less than 2.5x, or if, in our view,
the group is not able to deleverage below 7x or did not generate
positive FOCF. This could occur if its operating performance
deteriorated or if the group increased leverage through
acquisitions or shareholder remuneration."


SAFARI HOLDING: S&P Affirms 'B' CCR & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on Germany-
based arcade operator Safari Holdings Gmbh (operating under the
brand name Lowen Play) to stable from negative and affirmed the
'B' long-term corporate credit rating.

S&P said, "At the same time, we assigned our 'B' long-term issuer
credit rating to Safari Beteiligungs GmbH, which will be the new
holding company, following the proposed transaction. We have
assigned our 'B' issue rating to the proposed EUR350 million
senior secured notes to be issued by Safari Verwaltungs GmbH. The
recovery rating on the new proposed notes is '4' with a 45%
prospect of recovery in the event of a default.

"The outlook revision to stable reflects our view -- based on
information supplied by the company -- that Germany's interstate
treaty on gaming arcades has not affected Safari Holding's
existing operation as much as we previously expected. This is
supported by the fact that, as of Nov. 9, 2017, the group still
operated about 8,624 amusements with prizes (AWPs) in Germany
compared to 9,100 as of June 30, 2017. While the total number of
AWP machines in Germany has somewhat declined and is expected to
decline further in 2018, the drop is significantly less than it
would have been if the regulation had been implemented without
hardship exemptions or active toleration offered by
municipalities. Had the regulation been implemented that strictly,
there was risk that total AWPs would have reduced by more than
50%."

The majority of municipalities has granted Safari Holding hardship
exemptions, which reduced the risk of a material drop in earnings.
In most cases, the exemptions last until June 2021. Besides
hardship exemptions, some of Safari's arcades currently benefit
from active toleration. S&P said, "We understand that most of
these active tolerations to be revoked in the first half of 2018.
Nevertheless, we forecast the group to maintain at least 6,400 of
its existing German AWP machines in 2018. We anticipate Safari
Holding will offset the revenue loss by undertaking bolt-on
acquisitions of legally compliant arcades and improving machine
utilization. Moreover, it has the flexibility to further reduce
pay-out ratios on its machines and improve its overall revenue. We
currently forecast that Safari's S&P Global Ratings-adjusted
EBITDA (after incorporating the operating lease adjustment) will
not decline below EUR100 million in the next two years."

S&P said, "We believe cash flows from the existing arcades will
enable the group to continue making small bolt-on acquisitions,
which we forecast will result in cash outflows of about EUR20
million-EUR30 million each year. There are more than 9,000 arcades
in Germany and the top-five players' market share is about 17%.
Therefore, there is significant opportunity to undertake bolt-on
acquisitions. Due to the reduced supply of legally compliant
arcades, we expect the competition to acquire such arcades to
increase. This could result in higher cash outflows for such
acquisitions.

"Our assessment of Safari's business risk profile reflects the
company's earnings concentration in German gaming arcades, its
small size compared with other European gaming companies, and
continuous risk of regulatory changes. Safari is particularly
vulnerable to these new regulations because it has a small
presence in other gaming products.

"We see as a rating strength that Lîwen Play is among the largest
operators of gaming arcades in Germany. Within its 368 arcades in
Germany, Safari currently offers about 8,624 electronic gaming
machines. In addition, it operates 770 gaming places, or gaming
seats, in The Netherlands. Also supporting the rating is the
company's strong profitability, which is among the highest in the
European gaming industry, as well as its low working capital needs
that result in the efficient utilization of employed capital and
low seasonal cash requirements.

"Moreover, we factor in our view of increasing entertainment taxes
and changing consumer trends. German municipalities have
previously raised taxes, and we expect they will continue to do
so. Safari's offer is limited to gaming machines and is therefore
exposed to competing offers, in particular online gaming. Safari
recently started an online gaming platform in Schleswig-Holstein,
which is currently the only state in Germany that allows online
gaming. This points to limited growth potential compared with
other European gaming companies that operate in countries where
online gaming is permitted.

"We take a negative view of the private equity owner's decision to
undertake a shareholder distribution at a time when machine
numbers are reducing and uncertainty about active toleration
remains. That said, we already factor in the risk of increased
leverage in our financial risk profile assessment. This is
supported by our view that the group will maintain FFO to debt
above 12% and FOCF to debt of about 8% over the next three years.

"Through this transaction, the private equity owner Ardian is
reducing its stake to about 65%, from 78.5%, whereas Cofima
increases its stake to about 31%. The existing shareholders have
revalued the business and consequently there is now a shareholder
loan of EUR154 million. We assess this loan as non-common equity
as it is held by the private equity owner, stapled with the equity
stake, is deeply subordinated, and matures more than 30 days after
the existing debt maturities."

In its base case for 2018, S&P assumes:

-- S&P Global Rating's GDP growth expectations in Safari's main
    countries of operations for 2018 are 1.7% in Germany, and
    1.9% in The Netherlands.

-- S&P sees a modest link between Safari's revenue growth
    expectation and GDP forecasts in its core markets, as the
    regulation will play a more significant impact on its
    revenues.

-- S&P forecasts a revenue decline of about 7%-10% for financial
    year (FY) 2018 and further decline of 1%-3% in FY2019.

-- S&P forecasts S&P Global Ratings-adjusted EBITDA margins to
    decline to about 40% compared to 50% in FY2016. The decline
    is attributed to the reduction of multi-concessions, which
    has an adverse impact on operating leverage, and an increase
    in entertainment tax. Management has some flexibility to
    manage its cost base as all its machines except for 2,700
    could be returned to suppliers at a month's notice.

-- S&P considers the finance lease payments relating to the
    machine rent payment similar to maintenance capex and
    forecast the combined cash out for these items to be about
    EUR30 million each year.

-- S&P anticipates bolt-on acquisitions will result in cash
    outflows of about EUR20 million-EUR30 million.

Based on these assumptions, S&P arrives at the following credit
measures for financial 2018:

-- Adjusted FFO to debt of about 15%.
-- Adjusted FOCF to debt of about 8-10%.

S&P said, "The stable outlook reflects our view that the sizable
numbers of hardship exemptions already received, along with the
prospect of improved use of existing machines, will enable the
group to generate sufficient cash flows to fund the bolt-on
acquisitions of legal compliant arcades. Despite the increased
leverage, the outlook reflects our view that the group's FFO to
debt will be above 12% and FOCF to debt will be in the 8%-10%
range.

"We could take a negative rating action if the group's operating
performance were to falter to such an extent that its FFO to debt
declined below 12% or FOCF to debt declined below 5%. Such a
scenario could arise from the impact of taxation (increase in the
rate of value-added tax or entertainment tax) or unexpected change
of consumer preference resulting in lower machine utilization
rates. Negative pressure on the ratings could also rise from
material debt-financed acquisitions or further shareholder
payments.

"Considering the increased leverage from the proposed shareholder
distribution and an expected decline in the group's EBITDA in near
term, we consider a possibility of a positive rating action over
the next 12 months to be remote. Over the longer term, the risk of
another dip in EBITDA after June 2021 once the current hardship
expires presents an additional challenge for rating upside."


SKW STAHL-METALLURGIE: Management Submits Insolvency Plan
---------------------------------------------------------
The management of SKW Stahl-Metallurgie Holding AG has submitted,
in alignment with the preliminary custodian and the preliminary
creditors committee, an insolvency plan to the competent court of
Munich.  This plan presents a concept for the financial
restructuring of the Company.

For this purpose, it is planned to conduct a capital increase
against contribution in kind solely by Speyside Equity Industrial
Europe Luxembourg S.a.r.l., Luxemburg, who is by far the largest
creditor.  It is planned to swap credit claims in the nominal
amount EUR35 million into 950,000 shares of the Company (debt-to-
equity-swap), whereby the US-American financial investor would
possess 100 percent of the future share capital of SKW Stahl-
Metallurgie Holding AG.  Prior to this, a capital decrease to zero
shall be executed, which will entail a withdrawl of the current
shareholders and the delisting of the Company.

Furthermore, the insolvency plan entails a full satisfaction of
the claims of all creditors that are not subordinated. The
remaining credit claims of Speyside of about EUR40 million shall
remain at the disposal of SKW group as a long-term shareholder
loan to finance the current operations.  The repayment will be
aligned with the liquidity needs of the Company.  After completion
of all capital measures, SKW Stahl-Metallurgie Holding AG and SKW
group will once more, have a positive equity and a gearing-rate in
accordance with market standards.

The Company expects the prompt opening of the insolvency
procedure.  The management had filed for insolvency under self-
administration on September 27, 2017.  After insolvency
proceedings have been initiated, a creditors meeting, which will
probably be held at the beginning of 2018, will vote on the
insolvency plan. In case of approval, only the confirmation of the
competent court will still be necessary.

Furthermore the management, in alignment with the preliminary
custodian, has cancelled the Annual General Meeting on December
6th, 2017, which had been scheduled due to the request of MCGM
GmbH and other shareholders.  This is based on the reasoning that
the items on the agenda are unsuitable to restructure the Company
and to eliminate insolvency.

Dr. Kay Michel, CEO of SKW Stahl-Metallurgie Holding AG: "We are
confident that the meeting of all creditors will approve the
insolvency plan.  Also, it has to be mentioned that gratifyingly,
business operations of SKW's subsidiaries, which are not affected
by the insolvency of the Holding, continue without impediments."

Dr. Christian Gerloff (Gerloff Liebler Rechtsanwalte, Munchen),
preliminary custodian: "Based on the current situation, the
intended debt-to-equity-swap is the only realistic possibility for
a substantial and sustainable debt-relief of SKW, and thus to
preserve the continued existence of the Company.  The intended
insolvency plan is also beneficial for the creditors.  Because
without this insolvency plan, it would not be possible to fully
satisfy the insolvency creditors."

              About SKW Stahl-Metallurgie Holding AG

The SKW Metallurgie Group is a global market leader for chemical
additives for hot metal desulphurization and for cored wire and
other products for secondary metallurgy.  The Group's products
enable steel-makers to efficiently manufacture high-quality steel
products. Clients include the world's leading companies in the
steel industry.  The SKW Metallurgie Group has more than 50 years
of metallurgical know how, and currently operates in more than 40
countries. What is more, the Group is a leading supplier of Quab
specialty chemicals, which are mainly used in the global
production of industrial starch for the paper industry.

                 About SKW Metallurgie Group

The SKW Metallurgie Group is headquartered in Germany with
production facilities in France, the US, Canada, Mexico, Brazil,
South Korea, Russia, the Peoples' Republic of China and India
(joint venture).  Shares of SKW Stahl-Metallurgie Holding AG have
been listed in Frankfurt Stock Exchange's Prime Standard since
December 1, 2006; since 2011 (conversion to name shares) with ISIN
DE000SKWM021.



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


GREECE: Completes EUR30 Billion Voluntary Bond Swap
---------------------------------------------------
Kerin Hope at The Financial Times reports that Greece has
successfully completed a EUR30 billion voluntary bond swap aimed
at boosting market liquidity and attracting long-term investors,
according to people involved in the transaction.

The bondholders participating in the swap included local banks and
pension funds along with international investors, the FT
discloses.
Greece's debt management agency offered to exchange government
bonds issued after a debt restructuring in 2012 for five new
benchmark issues with maturities ranging from five to 25 years and
coupons from 3.5 to 4.2%, the FT relates.

Completion of the swap marks an important step towards Greece's
planned return to borrowing on the international capital markets
early next year, the FT notes.

The government aims to build a cash buffer of EUR12-EUR15 billion
as the country prepares to exit its EUR86 billion third bailout,
the FT states.  According to the FT, that would require two or
three new bond issues to be completed before the bailout ends in
August.



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


CORK STREET: Fitch Affirms BB Rating on EUR26.0MM Class D Notes
---------------------------------------------------------------
Fitch Ratings has assigned Cork Street CLO DAC's refinancing notes
final ratings and affirmed the others as follows:

EUR127.3 million class A-1A-R notes: assigned 'AAAsf'; Outlook
Stable

EUR112.7 million class A-1B notes: affirmed at 'AAA'; Outlook
Stable

EUR15.65 million class A-2A-R notes: assigned 'AAsf'; Outlook
Stable

EUR26.35 million class A-2B-R notes: assigned 'AAsf'; Outlook
Stable

EUR24.0 million class B notes: affirmed at 'A'; Outlook Stable

EUR21.0 million class C notes: affirmed at 'BBB'; Outlook Stable

EUR26.0 million class D notes: affirmed at 'BB'; Outlook Stable

Cork Street CLO Designated Activity Company is a cash-flow
collateralised loan obligation securitising a portfolio of mainly
European leveraged loans and bonds. Net proceeds from the notes
are being used to refinance the current outstanding class A-1A, A-
2A and A-2B notes. The portfolio is managed by Guggenheim Partners
Europe Limited.

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch expects obligors' average
credit quality to be in the 'B' category. The weighted average
rating factor (WARF) of the identified portfolio is 31.9, below
the indicative maximum covenanted WARF of 34 for the final
ratings.

High Expected Recoveries: At least 90% of the portfolio comprises
senior secured obligations. Recovery prospects for these assets
are typically more favourable than for second lien, unsecured and
mezzanine assets. The weighted average recovery rate (WARR) of the
identified portfolio is 71%, above the indicative minimum
covenanted WARR of 59% for the final ratings.

Interest Rate Rise Hedged: Unhedged fixed-rate assets cannot
exceed 10% of the portfolio, while fixed-rate liabilities account
for 24.3% of the target par balance. The transaction is therefore
hedged against rising interest rates.

Limited FX Risk: Any non-euro-denominated assets have to be hedged
with perfect asset swaps as of the settlement date, limiting
foreign exchange (FX) risk. The transaction is permitted to invest
up to 30% of the portfolio in non-euro-denominated assets.

Diversified Asset Portfolio: The covenanted maximum exposure to
the top 10 obligors is between 20% and 22.5% of the portfolio
balance depending on the matrix selected by the manager. This
covenant ensures that the asset portfolio will not be exposed to
excessive obligor concentration.

TRANSACTION SUMMARY

Cork Street CLO DAC closed in November 2015. The transaction is
still in in its reinvestment period, which is set to expire in
November 2019. The issuer has now issued new notes to refinance
part of the original liabilities. The class A-1, A-2A and A-2B
notes have been redeemed in full as a consequence of the
refinancing.

The refinancing notes bear interest at a lower margin over EURIBOR
than the notes being refinanced. In addition to the lower margin,
the weighted average life covenant has been extended by 15 months
to 7.25 years from the refinancing date, the minimum weighted
average coupon test amended from 5.5% to 4.75%, and the Fitch
matrix updated. The remaining terms and conditions of the
refinancing notes (including seniority) are the same as the
refinanced notes.

In its analysis, Fitch has applied a 15bp haircut to the weighted
average spread calculation. In this transaction, the aggregate
funded spread calculation for floating rate collateral debt
obligation with a Euribor floor is artificially inflated by the
negative portion of Euribor.

RATING SENSITIVITIES

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


EUROCREDIT CDO V: S&P Raises Class E Notes Rating to 'BB-(sf)'
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurocredit CDO V
PLC's class D and E notes.

The upgrades follow S&P's assessment of the transaction's
performance using data from the Sept. 4, 2017 note valuation
report.

S&P said, "Eurocredit CDO V has been amortizing since the end of
its reinvestment period in September 2012. Since our previous
review on Nov. 14, 2016, the aggregate collateral balance has
decreased by 66% to EUR34.41 million from EUR101.45 million (see
"Various Rating Actions Taken On Eurocredit CDO V's Cash Flow CLO
Notes Following Performance Review"). The transaction's par
balance was also increased by trading gains, foreign exchange
gains, and the sale of restructured assets since our previous
review.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level. 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. In our analysis, we used the portfolio balance that
we consider to be performing (EUR34,414,525), the current
weighted-average spread (3.58%), and the weighted-average recovery
rates calculated in line with our revised corporate collateralized
debt obligations (CDOs) criteria. We applied various cash flow
stresses, using our standard default patterns, in conjunction with
different interest rate and currency stress scenarios.

"The class B and C notes have fully repaid since our previous
review, while the class D notes (the senior-most class of notes
outstanding) have delevered to a note factor (the current notional
amount divided by the notional amount at closing) of 5.5%
following repayments of EUR25.52 million in the last year. The
structural deleveraging has increased the available credit
enhancement for all of the rated notes.

"The weighted-average spread earned on the assets has marginally
dropped to 358 basis points (bps) from 362 bps since our previous
review. At the same time, the number of distinct obligors in the
portfolio has significantly reduced to eight from 26 over the same
period as the portfolio is deleveraging, post the transaction's
re-investment period. The top five largest obligors account for
84.7% of the portfolio. The portfolio's average credit quality has
remained stable at 'B+' and the proportion of assets rated in the
'CCC' category ('CCC+', 'CCC', or 'CCC-') is 17.5%, up from 8.8%
at our previous review. The par coverage tests comply with the
documented required triggers."

The portfolio has no non-euro-denominated assets, but one asset
accounting for 9.0% of the portfolio has a scheduled maturity date
after the legal maturity date of the rated notes. This asset will
therefore have to be liquidated on or before the rated notes'
legal maturity, thereby exposing the rated notes to market value
risk.

S&P said, "We have also applied our structured finance ratings
above the sovereign criteria (see "Ratings Above The Sovereign -
Structured Finance: Methodology And Assumptions," published on
Aug. 8, 2016). We consider the transaction's exposure to sovereign
risk to be within the threshold levels detailed in these criteria
and have therefore not applied any additional stress in our
analysis.

"The class D notes benefit from a very high level of available
credit enhancement, given the low note factor. However, we believe
that this class of notes is exposed to event risk, as the
portfolio is significantly concentrated with only eight performing
obligors. A default of the two largest obligors, for example,
could erode this credit protection significantly. Taking into
account the available credit enhancement for the class D notes and
the concentrated nature of the portfolio, we have determined that
class D notes cannot attain a rating above the 'A+' level. We have
therefore raised to 'A+ (sf)' from 'BBB+ (sf)' our rating on the
class D notes.

"In our opinion, the available credit enhancement for the class E
notes is commensurate with a higher rating than currently
assigned. We have therefore raised to 'BB- (sf)' from 'B+ (sf)'
our rating on the class E notes. Although our credit and cash flow
analysis implied a higher rating on the class E notes, we made a
two-notch downward qualitative adjustment to reflect the
concentrated nature of the portfolio, the associated event risk,
and the potential market value risk related to the long-dated
asset.

"Eurocredit CDO V is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily speculative-
grade corporate firms. The transaction closed in September 2006
and is managed by Intermediate Capital Group PLC."

RATINGS LIST

  Eurocredit CDO V PLC
  EUR606 Million Senior Secured Deferrable Floating-Rate Notes

  Class     Rating         Rating
            To             From

  Ratings Raised

  D         A+ (sf)        BBB+ (sf)
  E         BB- (sf)       B+ (sf)



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


BANCO BPM: Moody's Affirms 'Ba1' Bank Deposit Rating
----------------------------------------------------
Moody's Investors Service recently affirmed Italian lender Banco
BPM S.p.A.'s bank deposit ratings at Ba1 with a stable outlook and
its baseline credit assessment at b1. In a new report, Moody's
answers frequently asked questions about the credit profile of
Banco BPM.

Banco BPM, which was created from the merger of Banco Popolare
Societa Cooperativa (Banco Popolare) and Banca Popolare di Milano
S.C. a r.l. (BPM), has a very large stock of non-performing loans
(NPLs) that the rating agency expects will continue to constrain
its capitalization, despite recent measures to enhance its capital
and dispose of problem loans.

The report, "Banco BPM S.p.A.; FAQ: Problem loans continue to
weigh on creditworthiness despite capital enhancement plans," is
available at www.moodys.com.

Banco BPM will reinforce its capital through the sale of an asset
management subsidiary, and a new bancassurance deal to be closed
before year-end 2017. The adoption of advanced internal ratings-
based models for BPM's loan book, expected in early 2018, should
also help raise the bank's capital ratios from current modest
levels (Tangible Common Equity over Risk Weighted Assets stood at
10.2% at end-June 2017).

While Banco BPM is reducing its NPLs at a faster pace than
planned, the level of these loans on its books is higher than the
Italian banking system average. The bank expects NPLs disposals to
reach EUR8 billion by June 2018, ahead of the original target of
end-2019. The bank has estimated that this will reduce its NPLs to
16.1% of gross loans by year-end 2019 from 22.6% at end-September
2017.

Moody's believes that Banco BPM will need to achieve further NPL
reductions. This will put pressure on the bank's solvency as it
will need to either further increase its provisioning coverage to
facilitate NPL disposals, or incur losses from NPL sales at a
discount. The rating agency considers that Banco BPM's modest
profitability limits its capacity to offset the adverse capital
impact through increased internal generation.



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


KAZTRANSOIL: S&P Cuts Corp. Credit Rating to BB-, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said that it has lowered its long-term
corporate credit ratings on Kazakhstan-based KazTransOil (KTO),
KazTransGas (KTG), and KTG's core subsidiary Intergas Central Asia
JSC to 'BB-' from 'BB'. The outlooks on all three companies are
stable.

S&P said, "The downgrades follow the lowering of our ratings on
the immediate parent KazMunayGas. We consider both companies to be
government-related entities and have not changed our view of the
likelihood of these companies receiving extraordinary support from
the government of Kazakhstan if needed.

"At the same time, we do not expect to rate these subsidiaries
higher than their parent. This is because, in our view, there are
no effective insulation mechanisms, and the subsidiaries are not
protected from potential negative intervention from KMG, whose
stand-alone credit profile (SACP) we assess at 'b'. Hence, the
downgrade of KMG led to a similar rating action on KTO and KTG."

KazTransGas

S&P said, "We cap our rating on KTG at our rating on KMG, owing to
KTG's status as a moderately strategic subsidiary of the KMG group
and our view that there is a moderately high likelihood that KTG
would receive timely and sufficient extraordinary support in the
event of financial stress. We assume that this support would
likely come directly from the government, rather than from the
parent. Therefore, our long-term rating on KTG reflects our
assessment of its SACP, currently without any uplift for potential
government support."

The stable outlook mirrors that on KTG's immediate parent, KMG.
Any negative or positive rating action on KTG would likely be
triggered by a rating action on the parent rather than by changes
in KTG's SACP, which S&P currently assesses at 'bb'.

KazTransOil

S&P said, "We cap our rating on KTO at that on KMG, owing to KTO's
status as a strategically important subsidiary of the KMG group
and our view that there is a high likelihood that KTO would
receive timely and sufficient extraordinary support from the
government of Kazakhstan in the event of financial stress. We
assume that this support would likely come directly from the
government, rather than from the parent. There's currently no
uplift for potential government support in our rating on KTO,
given KTO's relatively high stand-alone quality (SACP at 'bb+')
relative to its parent's."

The stable outlook mirrors that on KTO's immediate parent, KMG.
S&P expects any negative or positive rating action on KTO would
likely stem from a similar rating action on its parent rather than
from a change in KTO's stand-alone credit quality.

Ratings List

  Downgraded
                               To               From
  KazTransOil
  KazTransGas
  Intergas Central Asia JSC
   Corporate Credit Rating     BB-/Stable/--    BB/Negative/--



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


ALME LOAN: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes
--------------------------------------------------------------
Fitch Ratings has assigned ALME Loan Funding IV B.V. refinancing
notes expected ratings, as follows:

Class X: 'AAA(EXP)sf'; Outlook Stable
Class A-R: 'AAA(EXP)sf'; Outlook Stable
Class B-R: 'AA(EXP)sf'; Outlook Stable
Class C-R: 'A(EXP)sf'; Outlook Stable
Class D-R: 'BBB(EXP)sf'; Outlook Stable
Class E-R: 'BB(EXP)sf'; Outlook Stable
Class F-R: 'B-(EXP)sf'; Outlook Stable
Participating Term Certificates: not rated

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

ALME Loan Funding IV B.V. is a cash flow collateralised loan
obligation (CLO). The proceeds of this issuance will be used to
redeem the old notes, with a new identified portfolio comprising
the existing portfolio, as modified by sales and purchases
conducted by the manager. The portfolio is managed by Apollo
Management International LLP. The refinanced CLO envisages a
further four-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch views the average credit quality of obligors to be in the
'B' range. The Fitch-weighted average rating factor (WARF) of the
current portfolio is 32.41, below the maximum indicative covenant
of 34 for assigning the expected ratings.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
current portfolio is 65.6%, above the minimum covenant of 62% for
assigning the ratings.

Limited Interest Rate Exposure

Up to 4% of the portfolio can be invested in fixed-rate assets,
while there are no fixed-rate liabilities. Fitch modelled both 0%
and 4% fixed-rate buckets and found that the rated notes can
withstand the interest rate mismatch associated with each
scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the ratings is 21% of the portfolio balance. This
covenant ensures that the asset portfolio will not be exposed to
excessive obligor concentration.

TRANSACTION SUMMARY

The issuer will amend the capital structure and reset the maturity
of the notes as well as the reinvestment period. The four-year
reinvestment period is scheduled to end in 2022.

The issuer will introduce the new class X notes, ranking pari
passu and pro-rata to the class A-R notes. Principal on these
notes is scheduled to amortise in four equal instalments starting
from the first payment date. Class X notional is excluded from the
over-collateralisation tests calculation, but a breach of this
test will divert interest and principal proceeds to the repayment
of the class X notes.

VARIATIONS FROM CRITERIA

The "Fitch Ratings Definitions" was amended so that assets that
are not rated by Fitch but rated privately by the other agency
rating the liabilities, can be assumed to be of 'B-' credit
quality for up to 10% of the aggregated portfolio notional. This
is a variation from Fitch's criteria, which requires all assets
unrated by Fitch and without public ratings to be treated as
'CCC'. The change was motivated by Fitch's policy change of no
longer providing credit opinions for EMEA companies over a certain
size. Instead Fitch expects to provide private ratings that would
remove the need for the manager to treat assets under this leg of
the "Fitch Rating Definition".

The amendment has only a small impact on the ratings. Fitch has
modelled the transaction at the pricing point with 10% of the 'B-'
assets with a 'CCC' rating instead, which resulted in a two-notch
downgrade at the 'A' rating level and 'BB' rating level and one-
notch downgrade at all other rating levels.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to two notches for the rated notes.


EIGER ACQUISITION: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) and the B2-PD probability of default rating (PDR) of
Dutch enterprise software provider Eiger Acquisition B.V.
('Exact') and changed the outlook to stable from negative. This
follows the company's announcement that it was seeking to
refinance its existing first and second lien term loan facilities
of approximately EUR421 million and pay a EUR73 million dividend
to its shareholders with EUR197 million cash on balance sheet,
mainly coming from the proceeds of the sale of its Specialized
Solutions (SpS) division and a EUR315 million new senior secured
first lien term loan B.

The rating affirmations and outlook stabilisation reflect
primarily:

-- Improved free cash flow (FCF) generation, leading to FCF/debt
    expected to rise to above 5% per annum on average in the next
    12-18 months

-- Continued solid operating performance, with revenue and
    EBITDA growth of at least 5% per annum

-- High adjusted leverage of 6.0x as a result of the proposed
    refinancing but with deleveraging potential

Concurrently, Moody's has assigned a (P)B2 rating to the new
EUR315 million senior secured first lien term loan B and a (P)B2
rating to the new pari passu ranking EUR50 million senior secured
first lien revolving credit facility (RCF), both maturing in 2024.
The borrower for both instruments will be Eiger Acquisition B.V..
All other ratings remain unchanged and Moody's expects to withdraw
the ratings on the existing debt instruments upon repayment.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction only. Upon closing and
settlement of the proposed refinancing, as well as a conclusive
review of the final debt documentation, Moody's will endeavour to
assign definitive ratings to the debt instruments and expects to
re-assign the CFR and PDR to Eiger Midco B.V., the parent
guarantor in the prospective restricted group. A definitive rating
may differ from a provisional rating.

Issuer: Eiger Acquisition B.V.

Affirmations:

-- Probability of Default Rating , Affirmed B2-PD

-- Corporate Family Rating , Affirmed B2

Assignments:

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

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

"Moody's has stabilised Exact's outlook as Moody's believe that
its free cash flow generation will turn materially positive owing
to reduced investments in its unrestricted subsidiaries and lower
borrowing costs following its proposed refinancing" says Frederic
Duranson, a Moody's Analyst and lead analyst for Exact. "Free cash
flow to debt will be relatively weak in the next 12 months as
costs associated with the reorganisation of the group post-
divestment of the Specialized Solutions division will temporarily
lower free cash flow generation. However, Moody's expect that free
cash flow (before exceptional items) will be in the range of
EUR20-25 million per annum and will remain above 5% of adjusted
debt in 2018-19" Mr Duranson adds.

In addition to the improved overall FCF generation, Exact's B2 CFR
continues to reflect (1) the group's scale in its domestic market
of the Benelux, (2) the significant proportion of recurring
revenues, above the average for Moody's rated European enterprise
software vendors, supported by large and fast-growing
contributions from cloud software subscription contracts, and (3)
Exact's track record of revenue and EBITDA growth of above 5% per
annum on average.

The ratings are nevertheless constrained by (1) the relatively
high leverage, which will stand at 6.0x as of the end of 2017,
pro-forma for the proposed refinancing and based on Moody's
adjusted gross debt to EBITDA after the capitalisation of software
development costs, (2) the cost reduction effort in the next 12
months, whose associated outflows will dent free cash flow
generation in the near term, and the ongoing funding of
unrestricted subsidiaries' losses, (3) Exact's reduced size and
increased geographic concentration on the Netherlands following
the divestment of the SpS division, and (4) relatively lower
retention rates versus Moody's rated European enterprise software
vendors and higher sensitivity to economic cycles, as a result of
its greater cloud penetration and customer base of SMEs.

Exact has announced that it will refocus on its core Benelux
market and therefore cut investments in international operations
such as the UK and Germany. Moody's expects that this strategic
shift, along with cost savings in central functions, will lead to
a significant reduction in outflows towards the unrestricted
subsidiaries, which are primarily made up of the international
cloud business (CSI). Whilst investments amounted to approximately
EUR29 million in the last twelve months to September 2017 (LTM
2017), the rating agency anticipates that Exact will be able to at
least halve these in 2018, thereby providing a material boost to
FCF generation.

Exact's reorganisation following the divestment of SpS is critical
to adjust the cost base down as the group's size has reduced; as
such Moody's factors in some execution risk. However, the group's
credit quality benefits from its track record of revenue and
EBITDA growth in excess of 5% and 10% respectively (excluding SpS)
in 2016-17. Moody's therefore anticipates that the group will be
able to delever through earnings growth to approximately 5.5x in
2018 on a Moody's adjusted basis but the deleveraging trajectory
could be slowed should Exact use its upsized RCF and/or the large
incremental facility basket in its new credit agreement to fund
bolt-on acquisitions.

Exact's liquidity is adequate and will improve with the proposed
refinancing, which is forecast to leave EUR12 million of cash on
balance sheet. Exact will also put in place a new upsized RCF of
EUR50 million, which will be undrawn at closing in December 2017.
It matures in 2024 and is subject to a springing financial
covenant, which requires net first lien leverage to remain below
8.5x and will be tested if the RCF is drawn by more than 40%.

The (P)B2 ratings on the new facilities are in line with the CFR,
reflecting the fact that they are the only financial instruments
in the capital structure.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Exact will
(1) maintain a good momentum in revenue and EBITDA growth, (2)
record outflows to unrestricted subsidiaries of less than EUR15
million per annum, and (3) not make any debt-funded acquisitions
or shareholder distributions, such that Moody's adjusted leverage
will reduce to below 6.0x and FCF/debt will average at least 5% in
the next 12 to 18 months.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the ratings could develop if Exact's
operating performance exceeds Moody's forecasts, leading to
Moody's adjusted leverage of around 4.5x and FCF/debt sustainably
above 10%. Any positive rating action would also hinge on a
successful reduction of the cost base, including in CSI, such that
required investments would be minimal.

Conversely, negative pressure on the ratings could materialise if
the conditions for a stable outlook were not to be met, in
particular if (1) Moody's adjusted leverage was substantially
above 6.0x, and if (2) FCF generation remains close to zero or
becomes negative on a sustained basis and/or liquidity profile
deteriorates, including as a result of the funding of CSI.

PRINCIPAL METHODOLOGY

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

Headquartered in Delft, the Netherlands, Exact is an enterprise
resource planning (ERP) and accounting software provider for SMEs
with up to 500 employees. Exact has over 375,000 clients,
primarily in the Netherlands and the rest of the Benelux, and
employs approximately 1,450 people. Following the divestment of
its US-focused Specialized Solutions division, the group operates
two segments: (1) Business Solutions, which represents
approximately 60% of revenues, provides on-premises and hosted ERP
solutions in the Benelux and (2) Cloud Solutions (including
Reeleezee, acquired in 2017), comprising approximately 40% of
revenues, provides accountancy and industry-specific ERP solutions
in the Benelux. Exact's customer base is concentrated on three
verticals: manufacturing, wholesale & distribution, and
professional services.

In the last 12 months to September 2017, Exact generated revenues
of EUR180 million and EBITDA before exceptionals of EUR57 million
(excluding Specialized Solutions and including a full year
contribution from Reeleezee).

Exact was founded in 1984 and is ultimately controlled by funds
advised by Apax Partners following a leverage buy-out which closed
in February 2015.


EIGER ACQUISITION: S&P Alters Outlook to Stable on New Strategy
---------------------------------------------------------------
S&P Global Ratings revised its outlook on the Netherlands-based
software company Eiger Acquisition B.V. (Exact) to stable from
negative. S&P affirmed its 'B' long-term corporate credit rating
on Exact.

S&P said, "At the same time, we assigned our 'B' issue rating and
'3' recovery rating to the company's proposed senior secured
first-lien credit facility, comprising a EUR50 million revolving
credit facility (RCF) and a EUR315 million term loan. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) of principal in the event of a
payment default."

Exact plans to issue a EUR315 million first-lien senior secured
term loan to partly finance the repayment of its existing debt
(euro- and U.S. dollar-denominated first- and second-lien term
loans, with a total of around EUR421 million outstanding) and
distribute EUR73 million in dividends to its shareholders. The
transaction will be further funded by proceeds from the sale of
the Specialized Solutions segment -- which includes the U.S.-based
operations Macola, JobBoss, and MAX -- for $220 million, which was
completed in September 2017.

The outlook revision therefore reflects the expected reduction in
leverage from the above transactions. Including the Cloud
Solutions International (CSI) division, we now forecast that
Exact's S&P Global Ratings-adjusted debt-to-EBITDA ratio will
decrease to about 11.2x-11.4x by year-end 2017 on a pro forma
basis, from approximately 14x in 2016 (corresponding to around
5.7x-5.9x in 2017 and around 7.0x in 2016, on a consolidated basis
excluding losses at CSI). S&P expects the group's leverage ratio
to further decline to about 6x in 2018, primarily due to lower
losses at the CSI segment and the absence of EUR13 million of one-
off restructuring costs expected to be provisioned in 2017.

The outlook revision is also driven by Exact's decision to update
its strategy in its CSI segment and focus more on Spain and
France, prompting a pronounced reduction in the company's CSI-
related investments in Germany and the U.K. S&P said, "We expect
this to result in a material reduction in cash outflows in CSI to
around EUR10 million in 2018 from EUR28 million in 2017. This in
turn should meaningfully improve its free operating cash flow
(FOCF) generation to about EUR15 million-EUR20 million in 2018
from our forecast of about breakeven in 2017 and negative EUR12
million in 2016. We previously expected accelerated losses of
approximately EUR28 million-EUR30 million for CSI and negative
FOCF generation until at least 2018. We continue to assume
relatively limited capital expenditure (capex) requirements of
about EUR5 million-EUR6 million annually (excluding capitalized
research and development costs of around EUR6 million-EUR7 million
annually)."

S&P said, "We include the CSI segment in our credit metrics
calculations, and now also in our base-case forecast for revenues
and margins. Previously, we included the losses of CSI only in our
FOCF calculation, which constituted a misapplication of criteria.
We also determine the group credit profile at the level of Eiger
Topco S.a.r.l. However, we base the analysis on the consolidated
financial statements at the Eiger Midco B.V. level, which we
understand are representative for the entire group, since there
are no assets (other than the stake at Midco) or liabilities at
the Topco level.

"Our assessment of Exact's business risk continues to be
constrained by the company's narrow product offering, limited
geographic diversification, and relatively small scale. Exact
mainly provides accounting software and enterprise resource
planning (ERP) solutions to small and midsize companies in the
Netherlands and Belgium. Exact generated about EUR163 million in
consolidated revenues in 2016 pro forma the sold Specialized
Solutions segment. Moreover, we note that the Cloud Solution
segment has revenue-based churn rates of around 14%, which we view
as relatively high compared with large ERP software providers like
SAP (though we note that this ratio also includes customers
downgrading to less comprehensive solutions by Exact)." Revenue-
based churn in the Business Solution segment is lower at about 7%.

These weaknesses are partly offset by Exact's solid niche market
positions in its main segments. According to the company's
estimates, Exact enjoys a market share of about 35% in online
accounting software in the Netherlands, partly due to its
relationships with 35% of the country's accountants. Also, Exact
has a market share of about 21% for its Cloud Solutions and
Business Solutions offerings to companies with less than 500
employees in the Netherlands. Other strengths include growth
prospects in the Dutch cloud ERP market, supported by solid
economic conditions. Moreover, Exact has a high proportion of
recurring revenues, at about 84%, which is likely to increase as
business in the Cloud Solutions segment develops. Exact also has a
large and diversified customer base and broadly average
profitability after the carve-out of the CSI segment.

Under its base case, S&P assumes:

-- Reported organic growth of 3.5%-4.5% in the next few years,
    supported by strong growth in the Cloud Solutions segment at
    around 15%-20%, slightly lower than the 34% in 2016, due to
    more intense competition.

-- A moderate revenue decline in the core Business Solutions
    segment of about 1.5%-2.5%, mainly driven by customer
    migration into cloud business and subscription pricing model.

-- Increase in S&P Global Ratings-adjusted EBITDA margin to
    around 18% in 2017 and 25%-30% in 2018 and 2019 (27% in 2017
    and 33%-35% by 2019 excluding CSI), partly due to the sale of
    the margin-dilutive Specialized Solutions segment and partly
    due to the improved margin in the Cloud Solutions segment
    through operating leverage.

-- Lower investment outlays to CSI of around EUR10 million in
    2018 before further declining thereafter, compared with about
    EUR30 million in 2016 and EUR28 million in 2017.

-- Capital expenditures (capex) of EUR11 million-EUR13 million,
    including capitalized development costs.

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

-- About break-even FOCF in 2017 after investments in CSI,
    improving to nearly EUR20 million in 2018.

-- Pro forma adjusted debt to EBITDA of 8.7x-8.9x in 2017 and
    about 6.0x in 2018, down from around 14.0x in 2016.

S&P said, "The stable outlook reflects our expectation of
breakeven FOCF generation in 2017 and positive FOCF of EUR15
million-EUR20 million in 2018, helped by lower losses at CSI and
lower interest expenses. The stable outlook also reflects our
expectations that continued strong growth for the company's cloud
solution-based software will support solid FOCF generation.

"We could lower our rating on Exact if increased competition
significantly holds back revenue growth and margin improvements
for the group, leading to continued only-breakeven FOCF
generation.

"Ratings upside is limited over the next 12 months, given Exact's
relatively high leverage. We could consider an upgrade if Exact
was able to sustainably increase its FOCF-to-debt ratio to about
10% and reduce its adjusted leverage ratio to below 5.5x. This
could occur if the whole group experiences reported revenue growth
of more than 6% and the EBITDA margin improves to above 30%."



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CREDIT EUROPE: Fitch Affirms BB- Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based Credit Europe Bank's
(CEBR) Long-Term Issuer Default Rating (IDR) at 'BB-' with a
Stable Outlook.

KEY RATING DRIVERS

IDRs and VR

CEBR's IDR is driven by the bank's standalone creditworthiness, as
reflected by a 'bb-' Viability Rating (VR). The affirmation of the
ratings reflects the bank's reasonable financial metrics
maintained to date and decreased refinancing risks following
recent bulk wholesale repayments while access to deposit funding
has also improved. The ratings also capture the bank's limited
franchise, exposure to Russia's volatile consumer finance segment
(52% of gross loans), high concentrations and dollarisation (75%
of the total) of corporate lending.

CEBR's asset quality metrics stabilised in 2016-1H17 with non-
performing loans (NPLs, above 90 days overdue) reported at around
8% of loans at end-1H17 and end-2016. Restructured loans (largely
from retail lending) contributed a further 8% of loans.

Risks in the bank's retail segment are reasonably controlled as
reflected in a 5% NPL origination rate in 1H17 (defined as the
increase in retail loans overdue above 90 days, plus write-offs,
divided by average performing retail loans), down from a high 10%
in 2015. Stabilisation of the operating environment and continued
recovery of the Russian consumer finance market have supported
stabilisation of asset quality. Downside risks remain due to
retail borrowers' still high debt burden while unsecured loans
accounted for a large 66% of the bank's retail portfolio at end-
1H17. NPLs in the retail portfolio were fully covered by reserves.

NPLs in the corporate loan book stood at 10%, with moderate (47%)
reserve coverage at end-1H17. However, adequate collateral
coverage, the valuation of which in most cases appears reasonable,
mitigates credit risk to an extent. Corporate loans remain highly
concentrated, with exposure to the largest 20 groups of borrowers
accounting for about 70% of the bank's total corporate portfolio,
or 1.5x Fitch Core Capital (FCC), half of which relates to the
high-risk construction and real estate sectors. Fitch's review of
major loans reveals that, on top of NPLs, there were a few higher-
risk exposures (reflecting borrower's high leverage, prior
restructurings and/or high loan-to-value ratios) which, net of
specific reserves, accounted for a moderate 23% of FCC.

Pre-impairment profitability is improving (estimated at 6% of
average gross loans in 9M17, annualised; 2016: 5%) helped by
renewed growth, after years of deleveraging, and lower funding
costs (8% in 9M17, down from 10% in 2015). However, CEBR's modest
bottom line result (6% ROAE in 9M17; 2016: 2%), reflects still
high, albeit decreasing, loan impairment charges (4% of average
gross loans in 9M17; 2016: 7%) and a fairly high cost base (cost-
to-income ratio of 55%), while economies of scale are yet to
emerge. Fitch expects CEBR to continue profitable growth, helped
by the sector recovery, although ROAE is unlikely to return to
high double digits soon.

CEBR's capitalisation is solid, with a FCC ratio of 19% at end-
3Q17, helped by the recent deleveraging, but it should be viewed
in light of the bank's risk profile, currently modest internal
capital generation and ambitious growth targets. Regulatory Tier 1
capital ratio was a lower 12%, but comfortably above the 7.875%
minimum (including buffers applicable from 2018), reflecting
higher statutory risk weights for unsecured retail loans and
sizeable operational risk charge. Fitch expects that gradually
improving profitability and planned earnings retention will help
to manage capitalisation at reasonable levels during accelerated
growth.

Refinancing risks have decreased markedly as CEBR has replaced its
expensive wholesale debt placements with cheaper and granular
retail deposits during 2016-9M17. As a result, CEBR's loans-to-
deposits ratio declined to 130% at end-3Q17 from a high 230% at
end-3Q16. Non-deposit funding is limited (15% of total
liabilities), partly in the form of subordinated debt maturing in
2019. Liquidity cushion (mostly cash items and inter-bank
placements) was equal to a modest 15% of retail deposits at end-
3Q17, which are price-sensitive and could be flighty at times of
stress. Moderate liquidity support could also be made available by
the parent bank, Credit Europe Bank N.V. (CEB; BB-/RWP), in case
of need.

SUPPORT RATING AND SUPPORT RATING FLOOR

CEBR's Support Rating of '4' reflects the limited probability of
support from current sole owner CEB, in case of need. Fitch has
maintained the bank's Support Rating on Watch Negative, following
the recent announcement by CEB that it is in the process of
transferring ownership of CEBR to a different entity within its
ultimate shareholder's Fiba Group. Fitch believe that as a result
of the spin-off, CEB's stake in CEBR will decrease to 10%. Fitch
cannot reliably assess the ability of Fiba Group to provide
extraordinary support to CEBR in case of need.

SENIOR AND SUBORDINATED DEBT

Fitch has affirmed and withdrawn CEBR's senior unsecured debt
ratings as these are no longer considered to be relevant to the
agency's coverage because only a minimum amount of Fitch-rated
issues remains outstanding.

CEBR's old-style subordinated debt is rated one notch below the
bank's VR, reflecting below-average recovery prospects for this
type of debt.

RATING SENSITIVITIES

CEBR's ratings could be downgraded if a significant deterioration
of the bank's asset quality metrics results in capital erosion.
Upside is currently limited, though a broadening of the bank's
franchise and further improvement of CEBR's asset quality and
profitability metrics, while maintaining strong capitalisation and
a stable funding profile, would be credit-positive.

CEBR's Support Rating is likely to be downgraded to '5' after the
completion of the spin-off. If the spin-off is cancelled, the
Support Rating is likely to be affirmed.

The rating actions are as follows:

Long-Term IDR: affirmed at 'BB-', Outlook Stable
Short-Term IDR: affirmed at 'B'
Viability Rating: affirmed at 'bb-'
Support Rating: '4', maintained on RWN
Senior unsecured debt: affirmed and withdrawn at 'BB-'
Subordinated debt (issued by CEB Capital SA): affirmed at 'B+'


TMK PAO: S&P Revises Outlook to Stable on Strengthening Results
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based steel pipe
producer PAO TMK to stable from negative. S&P said, "At the same
time, we affirmed our 'B+' long-term corporate credit rating on
the company and our 'B+' issue rating on the senior unsecured
notes issued by PAO TMK and its subsidiary TMK Capital S.A."

S&P said, "The outlook revision reflects our expectation that TMK
will maintain adequate credit metrics for the rating in the next
two years, with funds from operations (FFO) to debt exceeding 12%
and adjusted debt to EBITDA at less than 4.5x.

"We incorporate the improved results in TMK's U.S. division, on
the back of growing drilling activities. The division's steel pipe
sales climbed to 472 thousand tons in the first nine months of
2017, compared with 189 thousand tons in the same period in 2016.
The U.S. segment's EBITDA contribution consequently turned
positive in 2017, reaching about $40 million in the third quarter
of this year and totaling $72 million in the first nine months of
2017, versus negative $63 million in the first three quarters of
2016. We expect this positive trend will continue in 2018. For
2018, we expect relatively stable demand for TMK's oil country
tubular goods (OCTGs) and line pipes in the U.S., translating into
$120 million-$150 million of EBITDA generated by this division.

"We also take into account the resilience the Russian oil and gas
industry has shown to low commodity prices. This is owing to its
beneficial tax regime, which has translated into continued strong
drilling activities and solid sales of OCTGs at TMK, given its
leading position in tubular products manufacturing in Russia.
Despite weak demand in the large diameter pipes segment, TMK's
sales in Russia have remained relatively stable, down just 3% in
the first nine months of 2017, versus the same period in 2016.

"We also note the management's commitment toward deleveraging and
its proactive liquidity management. Similar to its approach in
2016 and 2017, the company will likely stick to prioritizing debt
reduction over capital expenditure (capex) projects and
shareholder distributions."

The rating continues to be supported by TMK's leading position in
the Russian market and its partial vertical integration in terms
of raw materials. Additional support derives from the company's
diverse asset base, with four integrated plants in Russia and 15
small and midsize plants internationally, mostly in the U.S.
Taking into account TMK's broad pipe product mix, S&P notes
supportive demand for the company's higher-value premium pipe
connections for the oil and gas industry, stemming from the
expanding use of directional and horizontal drilling and the use
of unconventional oil and gas production methods.

S&P said, "We assess TMK's financial risk profile as aggressive,
based on the company's five-ear (2015-2019) average adjusted-debt
to EBITDA in the 4.0x-4.5x range and an interest expense EBITDA
coverage ratio of more than 2.0x. TMK's FFO-to-debt is currently
at the low end of our range for an aggressive financial risk
profile, so we continue to apply a one-notch negative adjustment
in our rating on TMK.

"The stable outlook on TMK reflects our view that recovery in the
U.S. OCTG market, supportive market conditions in Russia, and
management's commitment to deleveraging would help the company to
achieve FFO to debt exceeding 12% and debt to EBITDA of less than
4.5x in 2017. Moreover, we expect these ratios will improve
further in 2018 and 2019.

"We would consider lowering our ratings on TMK if its debt to
EBITDA, including our adjustments, increased to more than 5x,
possibly as a result of weakened market conditions or an inability
to effectively pass through raw material costs. We may also
downgrade TMK if its liquidity weakens significantly.

"We might consider raising our ratings on TMK following marked
debt reduction, with FFO to debt exceeding 20% on a sustainable
basis, which we regard as unlikely in the next 12-18 months.
Rating upside would also depend on our views of the company's
liquidity and debt maturities."



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DOMETIC GROUP: S&P Affirms 'BB' CCR on Planned Acquisition
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term corporate credit
rating on Sweden-based leisure product manufacturer Dometic Group.
The outlook remains stable.

S&P said, "At the same time, we affirmed our 'BB' issue rating on
Dometic's Swedish krona (SEK)4.7 billion senior unsecured bank
facilities. The recovery rating on these facilities is unchanged
at '3', indicating our expectation of meaningful recovery (50%-
70%; rounded estimate: 50%) in the event of a payment default."

The affirmation follows Dometic's announcement that it has agreed
to acquire SeaStar Solutions, a leading provider of vessel control
systems and aftermarket products to the leisure marine industry.
The purchase price is US$875 million, which will be financed via
committed bank facilities and cash. The acquisition is subject to
customary closing and regulatory approvals, but is expected to
close in fourth-quarter 2017. S&P said, "We anticipate SeaStar
will report sales of US$320 million and EBITDA of about US$85
million in 2017. We understand that management estimates the
transaction will result in debt to EBITDA increasing to about 3.3x
on a pro forma basis, up from about 1.3x on Sept. 30, 2017."

The acquisition of SeaStar will positively impact Dometic's
business risk profile in our view, strengthening its market
position in the leisure marine industry, as well as increasing its
product and customer diversity, and boosting profitability.
SeaStar is a North American market leader in vessel control
systems and related aftermarket products. It complements Dometic's
existing marine product offering, which includes air conditioners,
refrigerators, and sanitation. The acquisition will also decrease
the group's concentration on the recreational vehicle business.
This will remain the core business, but fall to 55% of the group's
revenues, from about 65% currently. Sales to marine original
equipment manufacturers are cyclical and seasonal, but S&P views
positively SeaStar's relatively high share of more stable
aftermarket sales, which represent about 48% of sales. Many of
SeaStar's products are low cost compared with the total cost of a
boat, yet mission-critical, highly engineered components,
resulting in customers being less sensitive to price increases.
S&P said, "We forecast that the inclusion of SeaStar will boost
Dometic's profitability, raising its EBITDA margin to about 19%-
21% in 2018-2019, compared with Dometic's stand-alone
profitability of about 16.5% in 2016. We further expect the group
to continue to benefit from its growing share of more stable
aftermarket sales. These factors translate into solid operating
margins and cash flow, which are key factors supporting the
rating."

Although SeaStar is sizable in relation to Dometic's current
size -- about 20% of pro forma revenues -- Dometic's business risk
profile remains constrained by the combined group's moderate size
and diversification by global standards. S&P further believes
Dometic has generally high concentration in mature markets. About
90% of revenue stems from Europe and North America. In addition,
Dometic's and SeaStar's main end markets are cyclical and rely on
consumer spending, which is subject to overall economic
conditions.

S&P said, "We expect the acquisition to negatively impact the
group's financial risk profile. The acquisition is set to close at
the end of 2017 and we forecast pro forma 2017 funds from
operations (FFO) to debt at about 24%-26% including the
acquisition, down from about 43%-45% in our previous base case.
However, we continue to forecast solid free operating cash flows
and gradual improvement of credit ratios, including FFO to debt
improving to about 27%-29% in 2018 and 30%-32% in 2019. We
understand that Dometic will focus on deleveraging after the
transaction and we note positively that the group remains
committed to its financial target of net debt to EBITDA of around
2x. We forecast pro forma debt to EBITDA of about 3.2x-3.4x at the
end of 2017, following the closing of the transaction, gradually
improving to about 2.5x-2.7x over the coming two years. On the
negative side, we continue to view Dometic's dividend policy as
aggressive, since it aims to distribute at least 40% of the
previous year's net income, which could lead to substantial cash
outflows in coming years. However, we expect the company's
discretionary cash flow to debt to remain above 10%, a level we
consider in line with the current rating.

"The stable outlook reflects our expectation that Dometic,
following the acquisition of SeaStar, should maintain solid
profitability and continue to generate positive discretionary cash
flow, resulting in a gradual improvement in credit ratios. We
expect FFO to debt to remain above 25% over 2018-2019. Although we
do not expect any acquisitions in the short term, we do not
exclude that the company will continue to grow through bolt-on
acquisitions going forward.

"We could lower the rating if an unexpectedly sharp economic
downturn in Europe or the U.S. were to occur, or if operating
issues appeared, squeezing the EBITDA margin. A ratio of FFO to
debt below 25% could lead to a downgrade. Larger-than-expected
dividends, leading to discretionary cash flow to debt below 10%,
or large debt-funded acquisitions could also lead to a downgrade,
if, in our view, they would lead to weakened metrics without the
prospect of rapid recovery.

"Upside rating potential is limited, but we could consider raising
the rating if Dometic strongly recovers its credit ratios, with
FFO to debt of at least 40%, supported by a financial policy of
sustaining at least this level of credit ratios, and at the same
time, discretionary cash flow to debt remaining above 15%, even in
a downturn."



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JACKPOTJOY PLC: Moody's Assigns B1 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) to the
online gaming operator Jackpotjoy plc.

Concurrently, Moody's has withdrawn the B2 CFR, the B2-PD PDR and
the Speculative Grade Rating SGL-2, of (The) Intertain Group
Limited, moving the CFR to Jackpotjoy, the top entity of the
group, following the corporate reorganisation occurred at the time
of its listing on the London Stock Exchange in January 2017.

Moody's has also assigned provisional (P)B1 ratings to the
proposed GBP375 million equivalent senior secured term loan B due
2024 and to the GBP13.5 million senior secured multi-currency
revolving credit facility (RCF) due 2023, to be borrowed by
Jackpotjoy. The outlook on all the ratings is stable.

The action reflects the following interrelated drivers:

- The proposed refinancing transaction is leverage neutral but
credit positive because it will reduced the average cost of
funding improving the company's future cash flow and liquidity
with expected annual savings of approximately GBP8-9 million;

- Moody's expects Jackpotjoy's leverage to fall below 3.5x by the
end of 2018 from 4.2x LTM Sept 2017, primarily from the payment of
the deferred consideration of the Gamesys's Spanish assets;

- The company has proved a more established track record in
managing its brands and gaming entities, and it has delivered
significant growth since the acquisition of Jackpotjoy with
revenues and reported EBITDA growing by 9% and 10% respectively
over the period FY2015-LTM Sept 2017 while generating meaningful
free cash flow.

The proceeds from the new term loan B will be used to refinance
the existing debt, which ratings will be withdrawn upon completion
of the refinancing transaction, and to pay the transaction fees.
At close, Moody's expects Jackpotjoy to have GBP45 million of
unrestricted cash on the balance sheet and the RCF entirely
undrawn.

Moody's issues provisional ratings in advance of the final sale of
securities. Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating may differ from a
provisional rating.

RATINGS RATIONALE

"The assignment of B1 CFR to Jackpotjoy reflects the company's
more established track record in managing its three divisions and
delivering compelling growth since 2015, while generating
meaningful free cash flow." says Donatella Maso, VP and Moody's
lead analyst of Jackpotjoy.

With the proposed refinancing the leverage will remain at around
4.2x (or at 3.6x excluding GBP59 million earn-outs) based on the
last twelve months (LTM) to September 30, 2017. However, Moody's
expects the leverage to fall below 3.5x by the end of 2018
primarily as a result of the payment of these earn-outs. Despite
online bingo and casino industries are likely to continue to grow
at high single digit rates, competition and increasing costs,
particularly from new taxes in the UK (since August 2017) and
potentially in Sweden (from 2019), are likely to partially offset
market driven revenue growth.

Jackpotjoy's B1 CFR continues to reflect the (1) the small scale
of the company measured by revenues and relatively to other rated
peers; (2) its product and geographic concentration (mainly UK
online bingo); (3) the highly competitive nature of the online
gaming industry; and (3) the ongoing exposure to regulatory
changes and tax increases.

Conversely the rating is supported by (1) the company's leading
position as the largest online bingo operator in the UK; (2) the
positive industry fundamentals mainly driven by increasing mobile
penetration; and (3) the high EBITDA to free cash flow conversion
(post interest expense) of over 60% due to the low capital
intensity of its operations.

LIQUIDITY

Moody's considers Jackpotjoy's liquidity to be good for its near
term requirements. This is supported by (1) unrestricted cash of
GBP45 million at close, (2) full availability under its new
GBP13.5 million RCF; and (3) expectation of positive free cash
flow owing to low capital expenditures and structurally negative
working capital. These sources are more than sufficient to cover
GBP59 million of earn-out payments due 2018-2019 and potential
dividends from 2019, provided that the net leverage, pro forma for
such distributions, stays below 2.50x. The new RCF will be subject
to a springing maximum leverage covenant, set with large headroom,
to be tested when the RCF is drawn by more than 35%. The new
credit facilities will have to comply with a minimum interest
cover ratio of 1.5x for 18 months from the first test date (i.e.
two financial quarters after closing).

STRUCTURAL CONSIDERATIONS

Jackpotjoy's PDR is in line with the CFR, reflecting Moody's
assumption of a 50% family recovery rate as is customary for
capital structure comprising of bank debt with one financial
maintenance covenant, set with large headroom and to be tested for
a limited period. The (P)B1 rating on the new senior secured
credit facilities due 2023 and 2024, borrowed by Jackpotjoy plc,
are also in line with the CFR, as the unsecured convertibles and
the contingent consideration are not sufficiently large to allow a
notch uplift. The facilities are secured by UK law debenture and
guaranteed by material subsidiaries representing at least 80% of
the consolidated EBITDA.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Jackpotjoy
will continue to grow and use its strong free cash flow to improve
its leverage below 3.5x by the end of 2018. The stable outlook
also assumes there will not be adverse regulatory changes and the
company will not embark on material debt-funded acquisitions.

WHAT COULD CHANGE THE RATING -- UP/DOWN

Upward pressure on the ratings is constrained by the limited
business profile and geographic scope of the company. However, an
upgrade on the ratings could arise over time if (1) Moody's-
adjusted leverage falls well below 2.5x (including earn-outs) on a
sustainable basis; (2) free cash flow to debt trends towards 25%;
and (3) the company maintains good liquidity.

Conversely, negative pressure on the ratings could develop if the
company performance weakens or is negatively impacted by a
changing regulatory and fiscal regime or the demand for online
gaming materially declines. Quantitatively, Moody's would consider
downgrading Jackpotjoy 's ratings if (1) Moody's-adjusted leverage
remains sustainably above 3.5x; 2) free cash flow to debt falls
below 10%; or (3) liquidity concerns arise.

LIST OF AFFECTED RATINGS:

Assignments:

Issuer: Jackpotjoy plc

-- Corporate Family Rating, Assigned B1

-- Probability of Default Rating, Assigned B1-PD

-- Senior Secured Bank Credit Facility, Assigned (P)B1

Withdrawals:

Issuer: Intertain Group Limited (The)

-- Corporate Family Rating, Withdrawn, Previously Rated at B2

-- Probability of Default Rating, Withdrawn, Previously Rated at
    B2-PD

-- Speculative Grade Liquidity Rating, Withdrawn, Previously
    Rated at SGL-2

Outlook Actions:

Issuer: Jackpotjoy plc

-- Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.

Listed in the London Stock Exchange since January 2017, Jackpotjoy
plc, formerly The Intertain Group Limited, is an online gaming
company that provides bingo, casino and other games to a global
consumer base, with a focus on online UK bingo. For the last
twelve months ended September 30, 2017, the company generated
revenues for GBP295 million and reported an EBITDA of GBP111
million, employing approximately 470 people, 276 at Gamesys
dedicated to the Jackpotjoy brands.


NEST INVESTMENTS: Moody's Assigns Ba2 Long-Term Issuer Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 long-term issuer
rating to Nest Investments (Holdings) Limited (NIH), the Jersey
based holding company of the group with reinsurance and insurance
operations across the regions of Middle East and North Africa
(MENA), Europe and Asia.

Nest Investments (Holdings) Limited is a Jersey-based holding
company whose subsidiaries write P&C reinsurance and, to a lesser
extent, P&C insurance with overall premiums of $613 million in
2016. The group also consists of real estate, banking and service
license operations in its main regions of MENA, Europe and Asia.

RATINGS RATIONALE

The Ba2 long-term issuer rating reflects (i) the credit quality of
the (re)insurance business; and (ii) Moody's standard notching for
long-term issuer ratings of a holding company given the structural
subordination to policyholders' claims and operating companies'
financial obligations.

As concerns the credit quality of the (re)insurance business, NIH
benefits from the group's (i) good business profile with a well-
established brand and recognition in its target regions (MENA and
Asia), achieving overall $613 million of premiums in 2016; (ii)
its good business and geographic diversification; and (iii) robust
capitalisation with gross underwriting leverage (GUL) of 0.7x at
YE2016 and low natural catastrophe exposures.

These strengths are offset by (i) the weak invested asset quality
with high risk assets (HRA, which include below-investment-grade
and unrated deposits and bonds, real estate, equities and
investments in associates) as a percentage of shareholders' equity
at around 121% as at YE2016, driven by the concentration of its
real estate investments portfolio in Algeria; and (ii) the
resulting volatility of the group's profitability impacted from
the fluctuations in fair value of the real estate investments.

Positively, the group's established reinsurance brand and market
position in MENA and Asia is further aided in terms of business
and geographic diversification with the direct insurance
operations predominantly in Cyprus, Palestine and Algeria.
Furthermore the group has maintained and monitors, both at a group
and subsidiary level, robust levels of capital with YE2016 GUL of
0.7x, shareholders' equity to total assets of over 48% and
benefits from low natural catastrophe exposures of 8.5% on a gross
and 2.6% on a net basis as a percentage of shareholders' equity as
at YE2016.

Conversely, asset quality is weak driven by the real estate
project in Algeria which represented around 49% of the group's
consolidated investment portfolio and around 62% of reported
shareholders' equity as at YE2016. In 2016 the investment
performance and the change in fair value of group's real estate
investments contributed for over 50% of the group's profit before
tax and non-controlling interest. As a result year on year profit
can be volatile, driven by the change in fair value of the real
estate portfolio, as shown by the weak sharpe ratio of return on
capital (which measures the consistency of returns on a 5-year
average basis) of around 62% at YE2016. Additionally the quality
of the earnings is relatively modest with the non-cash component
accounting for over 50% of the group's profit before tax and non-
controlling interest in 2016. As the real estate development in
Algeria becomes operational, Moody's expect the cash component of
profits to become more significant.

YE2016 reported 5-year average return on capital (ROC) is high at
just over 20%, but is significantly inflated by the real estate
fair value gains of recent years. The 5-year average ROC falls to
3.4% when excluding the real estate fair value gains. Moody's
expect return on capital excluding fair value gains to improve
based on the stable results of the (re)insurance operations with a
combined ratio of 94% as well as the expected increase in cash
profits once the real estate development in Algeria becomes
operational.

The group has moderate leverage, which is partly being used to
fund the real estate developments, and results in financial and
total leverage of 19.6% at YE 2016. However, when accounting for
the real estate portfolio at cost, financial leverage increases
substantially at 42%, weakening the financial flexibility of the
group.

OUTLOOK AND RATING DRIVERS

The stable outlook reflects Moody's view that NIH will maintain
its good business profile and brand in its target markets via its
main (re)insurance operating entities whilst maintaining good
capitalisation and leverage levels not significantly higher than
current levels.

According to Moody's, the group's rating could be upgraded if
there is (i) significant improvement in asset quality with HRA as
a percentage of shareholders' equity brought to and maintained at
below 100%; and/or (ii) significant improvement in the
profitability with stable ROC levels and a significantly higher
cash component of profits, resulting in an improved sharpe ratio
of return on capital of over 300%; and/or (iii) significant
improvements in the sovereign ratings and economic environments of
the countries where the subsidiaries operate.

Conversely, the group's rating could come under negative pressure
if there is (i) a deterioration in profitability with COR
consistently above 100% or negative ROC; and/or (ii) an erosion in
capital and/or a loss of A-rated reinsurance protection; and/or
(iii) a deterioration in asset quality with further significant
investments in HRA, resulting in a HRA as a percentage of
shareholders' equity of over 150%; and/or (iv) increased borrowing
with leverage rising above 25% and/or deterioration in cash flow
coverage; and/or (v) a significant deterioration in its main
operating markets' sovereign rating and economic environment.

The following rating has been assigned with a stable outlook:

  Nest Investments (Holdings) Limited -- long-term issuer rating
  of Ba2

PRINCIPAL METHODOLOGIES

The methodologies used in these ratings were Global Reinsurers
published in September 2017, and Global Property and Casualty
Insurers published in May 2017.


PALMER & HARVEY: Enters Administration, 2,500 Jobs Affected
-----------------------------------------------------------
Mark Vandevelde at The Financial Times reports that Palmer &
Harvey, the food wholesaler that supplied the Costcutter
convenience store operator, has fallen into insolvency with the
loss of 2,500 jobs.

Administrators PwC said another 450 employees would be kept on to
run the business, which supplies 90,000 supermarkets and corner
stores across Britain, the FT relates.

"This is a devastating blow for everyone who has been involved,"
the FT quotes Matthew Callaghan, a PwC partner who is acting as
joint administrator, as saying.

Hopes that the business could be sold evaporated on Nov. 28,
leaving P&H reliant on the support of secured creditors to meet
the November payroll, the FT states.

The firm had been in takeover talks with private equity firm
Carlyle, the FT discloses.

PwC said it would work to wind down the business smoothly over the
next few weeks, the FT recounts.  It said it was still marketing
some divisions in the hope that a buyer could be found, the FT
notes.


PALMER & HARVEY: Co-op Bags Wholesale Deal Following Collapse
-------------------------------------------------------------
Ashley Armstrong at The Telegraph reports that the Co-operative
has taken advantage of the turmoil in the convenience sector by
striking a wholesale deal to supply 2,500 Costcutter shops less
than 24 hours after Palmer & Harvey tumbled into administration.

P&H, the UK's fifth largest private company, collapsed on Nov. 28
after cashflow problems scuppered rescue takeover attempts, The
Telegraph relates.

The demise of P&H, which distributes cigarettes and branded food
and drinks to 90,000 shops around the UK, has caused instant
problems for Costcutter after its supply contract ended at
midnight on Nov. 28, The Telegraph notes.

According to The Telegraph, Costcutter said that it had put in
place contingency plans while the Co-op said that it was looking
at "practical short-term ways" it can support Costcutter's
independent retailers ahead of the new supply contract formally
starting next year.

The Co-op's deal will officially begin in spring next year and it
will also supply the Mace, Kwiksave, Simply Fresh and Supershop
brands, The Telegraph discloses.


PINEWOOD GROUP: Fitch Assigns First-Time 'BB(EXP)' IDR
------------------------------------------------------
Fitch Ratings has assigned UK-based film studio real estate owner,
Pinewood Group Ltd. a first-time expected Issuer Default Rating
(IDR) of 'BB(EXP)' with a Stable Outlook. Fitch has also assigned
an expected rating of 'BB+(EXP)' to Pinewood Group's proposed
GBP240 million senior secured bond.

The ratings reflect Pinewood Group's position as one of the key
providers globally of studio space to film production companies.
This is underpinned by the UK's supportive tax-regime for UK-
domiciled film production, a long history of film production at
its key sites of Pinewood and Shepperton, with long-standing
customer relationships, a large local network of creative industry
workers, very good access to international transport links, and an
investment grade capital structure. These strengths are offset by
Pinewood's small size relative to most rated real estate
companies, the short-term nature of its contractual income base,
some concentrations within its tenant base (albeit generally
strongly rated) and the specialist nature of its two main assets.

Fitch has provided a one-notch uplift to the expected GBP240
million secured bond issuance, reflecting its expectation of
outstanding recovery for bondholders in the event of insolvency or
liquidation.

The assignment of final ratings is conditional on the bond issue
going ahead, resulting in higher leverage after upstreaming around
GBP125 million outside the immediate group, and the terms and
conditions of the bond being in line with Fitch's expectations.

KEY RATING DRIVERS

Renowned Studio Infrastructure Provider: Pinewood Group receives
income from renting out its studios, on-campus offices,
accommodation and workshops. After some pass-through costs, it
also receives net income from its production-related ancillary
services used by teams who occupy the main studios. Management
estimates that stage, workshop and office costs account for <5% of
a large-scale film production's costs. As at June 2017, nearly all
the group's FY18 budgeted revenue was contracted or reserved.
Under new ownership the Pinewood group is discontinuing its
investment in non-core areas to focus purely on studio
infrastructure ownership and provision of related services at
Pinewood and Shepperton (both adjacent to London), and its Atlanta
joint venture.

Well-located Facilities: The long-established Pinewood and
Shepperton studios are hubs of film and TV activity participants,
technology and creativity. The scale and scope of existing and
planned facilities lend themselves to large-scale film
blockbusters, but vacant space can be filled with smaller
productions. The London studios (some owned by other groups
including Warner Bros at Leavesden) have been home to many recent
film successes, aided by an innate, non-unionised, English-
speaking workforce and expertise favoured by international
producers, as well as recent GBP depreciation and the UK's long-
standing cross-party supported Film Tax Relief for film-producing
companies.

Not De-linked From Film Industry: Pinewood remains exposed to the
health of the international and UK film industry, which can
fluctuate according to the success of ideas and creativity,
scheduling of films and their sequels, adjusting to different
delivery platforms (although they all need studios to film their
content), and financial backing. In the UK, gross inflation-
adjusted film revenue across all delivery platforms has remained
around GBP4 billion since 2007. As an independent studio, Pinewood
also attracts inward investment from many of the larger US studio
groups.

Relationships Balance Short-dated Income: Pinewood Group's rental
profile features much shorter contractual periods than traditional
real estate companies. However, Fitch understands that some major
producers have a film production pipeline of up to seven years,
and Pinewood has long-dated relationships with the major global
film production groups. Since 2007, Pinewood Group has housed an
increasing global share of major films with budgets of over USD100
million including the James Bond, Disney and Star Wars franchises.
Most of Pinewood Group's rental agreements are with film
productions backed by investment grade rated US studios. The
occupancy levels of its stages (measured by revenue) have averaged
80% over the last 10 years.

Expansion to Improve Flexibility: Fitch expects expansion of
Pinewood East to increase rental visibility and reduce the number
of productions turned away by Pinewood management because of
limited space. Fitch expects this to improve the group's profit
margins. The physical space constraints and difficult UK planning
regime for future studio development in the London catchment
points to ongoing-demand for Pinewood's facilities, despite the
lack of PropCo-type contractual long-dated leases.

Senior Secured Rating Uplift: The prospective GBP240 million
senior secured bond has a one-notch uplift from the IDR. The
attributable value of GBP605 million of collateral (market value
basis) primarily reflects freehold ownership of the Pinewood and
Shepperton studios, valued at a 6% yield on the group's FY18
projected EBITDA (excluding JV income), plus surplus land.
Alternatively, valued on an undeveloped land basis, the market
value of the group's land value is GBP260 million, although Fitch
believes that the group would be valued as a going concern.
Fitch's recovery estimate assumes a fully drawn super senior GBP50
million revolving credit facility.

DERIVATION SUMMARY

Pinewood Group's IDR reflects the company's more stable position
as an infrastructure provider as well as its linkage to the health
of the UK film production industry. Using the independently
assessed GBP605 million market value for its business, the asset
base would be small for an investment grade property company,
despite Pinewood having a financial profile commensurate with that
rating level. Pinewood Group's expected cash-flow leverage of net
debt to EBITDA of about 5.0x and fixed cover charge of 3.0x to
3.5x (after Pinewood East capex) compares with US-REIT Cinema
PropCo EPR Properties (BBB-/Stable), with a downgrade sensitivity
of leverage of 5.5x and FCC of 2.2x. Similarly rated peers include
Grainger PLC (BB/Stable), a UK residential property owner, with a
highly granular portfolio of units offset by higher leverage of
about 15x.

KEY ASSUMPTIONS

- Long-dated senior secured bond of GBP240 million, refinancing
   existing secured bank debt and upstreaming some GBP125 million
   of proceeds to entities outside the immediate group. Fitch
   assumes a conservative 5.5% coupon (versus a lower management
   assumption).

- Successful occupancy, and completion of around GBP60 million
   Pinewood East Phase II expansion.

- Continued high occupancy of, and steady rental stream from
   rental of, existing studios, which in turn reflects the
   Pinewood group's share of and conducive contribution towards UK
   film's output and successes, and inward investment from the US
   studio groups.

- Potential expansion plans and overseas investments are
   contributory to EBITDA.

RATING SENSITIVITIES

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

- Less concentrated geographic diversification, which directly
   contributes to the issuer's profitability (i.e. not JV).

- Rental-focussed interest cover increasing to >4.0x

- Decrease in leverage to <4.0x

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

- Decreased occupancy, or reduced rental.

- Increase in leverage to 6x and/or decrease in coverage metrics
   to <2.5x.

- Undue speculative development risk within Pinewood East Phase
   II, or later delivery.

- Weakening of the UK film industry and its fundamentals,
   including UK Film Tax Relief.

LIQUIDITY

Fitch expects Pinewood Group's liquidity to be adequate following
the issuance of the proposed GBP240 million bonds, as debt
maturity will be pushed out to 2023 at the earliest. However,
Pinewood Group will be exposed to bullet refinancing risk at that
point. The expected ratings include a GBP50 million super-senior
revolving credit facility which is not expected to be immediately
drawn. Fitch expects Pinewood Group to hold about GBP20 million of
cash.

FULL LIST OF RATING ACTIONS

Pinewood Group Limited

-- Long-Term IDR assigned at 'BB(EXP)'; Outlook Stable
-- GBP240 million senior secured bond assigned 'BB+(EXP)'


PINEWOOD GROUP: S&P Assigns Prelim 'B+' CCR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term
corporate credit rating to U.K.-based filming facilities provider
Pinewood Group Ltd. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'BB'
issue rating to Pinewood's proposed senior secured bonds issued by
Pinewood Finco PLC. Our preliminary recovery rating on this
instrument is '1'.

"Final ratings will depend on our receipt and satisfactory review
of all final transaction documentation related to this refinancing
and the repayment of the existing debt facilities. Accordingly,
the preliminary ratings should not be construed as evidence of
final ratings. If S&P Global Ratings does not receive final
documentation within a reasonable timeframe, or if final
documentation departs from materials reviewed, we reserve the
right to withdraw or revise our ratings. Potential changes
include, but are not limited to, utilization of proceeds,
maturity, size, and conditions of the secured bond, financial and
other covenants, and security and ranking of the new bond.

"While Pinewood is a globally recognized brand that benefits from
a strong reputation as a provider of premium film studios, our
rating is constrained by the company's small scale when compared
globally to other rated real estate companies, its narrow range of
activities, and its limited tenant diversification. While it has a
certain international presence, notably through its joint venture
in Atlanta, it remains concentrated on its two sites near London.
The real estate market value of GBP605 million is on the low side
compared to the real estate companies we typically rate. We also
note that the top-five customers accounted for 47.2% of the
company's total turnover for the fiscal year ended March 31, 2017,
and Pinewood's largest tenant represents a significant share of
its revenues. This also compares negatively to other commercial
real estate companies that have a well-diversified tenant base
with limited single-tenant concentration (usually less than 10% of
total revenues).

"That said, we note that the company is operating in a supportive
market environment underpinned by growing demand for media
content. Customers with increased access to content -- thanks to
smart phones -- are demanding more and more content of higher
quality. This has led to an overall rise in production expenditure
(Netflix alone is expected to spend $7 billion-$8 billion on
content in 2018). Pinewood benefits from strong and historically
stable demand to film in its facilities; we understand that it has
had to turn away production requests in the last 24 months."

The Pinewood and Shepperton studios, which are large compared to
other competitors in the movie industry, combine with on-site
infrastructure and service provisions to make the company a global
leader in hosting blockbusters. Pinewood also has on-site TV
studios, workshops, and offices, which provide another source of
rental income. The company has certain international presence
through sales and marketing agreements in Atlanta, Toronto,
Malaysia, and the Dominican Republic and a consultancy agreement
in China (ending in December 2017). Notably, it has a 40% stake in
a joint venture in a studio in Atlanta.

The company was taken private in October 2016 by funds advised by
London-based real estate asset manager Aermont Capital. Since
then, Pinewood has undertaken certain initiatives to eliminate
non-core business lines to focus on its core real estate offering.
It has also obtained detailed planning permission to develop phase
2 of Pinewood East; it finished phase 1 in 2016 (fully let on
completion) and plans to start phase 2 in second-quarter 2018,
with the aim of having the site operational in the middle of 2019.

Pinewood generates over 80% of its contribution (defined as gross
profit before indirect costs) through recurring rental income. The
remaining income primarily comes from post-production services and
other ancillary services such as providing energy and lighting.

Pinewood is a globally recognized brand that has been hosting film
productions for more than 80 years, and benefits from a strong
reputation in the movie industry. Pinewood's two main facilities
are located in west London, close to the M-25. This has led to the
development of a complex ecosystem around Pinewood's facilities,
which potential competitors would find hard to replicate. Pinewood
has prime and well-located facilities with good transport links,
particularly by air given their proximity to Heathrow Airport. Its
tenants also benefit from a highly skilled, English-speaking
workforce of producers, camera crews, set designers, and
contractors, based in a city in which the creative industries form
an integral part of the economy. Tax incentives for the industry
have a long history of cross-party political support, and have
been extended and increased in recent years.

S&P said, "We also note that London is characterized by land
scarcity and long planning processes, as well as higher
alternative use values for land (particularly compared to
residential). This results in significant barriers to entry for
potential competitors. Pinewood benefits from strong and
established (more than 50 years) relationships with the likes of
Universal, Warner Brothers, Paramount, and Disney and it various
subsidiaries."

Rental agreements are usually for less than 12 months (stages and
production accommodation 8-12 months; TV studios 8-12 weeks; Media
Hub offices 1.75-2.00 years). S&P said, "This compares negatively
with other rated commercial real estate companies, but we
acknowledge that it is relatively standard for the film industry.
Occupancy levels have been historically around 80% on the stages
and 95% in the Media Hub. On the face of it, stages achieve lower
occupancy levels than is expected in other real estate sectors,
but we understand that it is difficult to reach higher levels
given that these assets have a structural vacancy due to downtime
between productions. Pinewood's performance has also proven
resilient to economic downturns and has not seen any negative
impact from Brexit so far. However, we consider that the business
could be affected by certain developments in the media industry
(occupancy on stages dropped to 58% in 2009 as a consequence of
protracted negotiations between U.S. studios and the Screen Actors
Guild; although the impact on EBITDA was minimum). We note that
the company has a more limited tenant base compared to other
commercial or residential real estate companies."

S&P said, "Our assessment of Pinewood's financial risk profile
factors in the ownership structure, in which funds advised by
Aermont Capital would be the ultimate shareholder. While we see
the funds advised by Aermont Capital as a supportive shareholder,
the investment horizon of the funds (up to 2026) and the lack of
track record in supporting Pinewood preclude us from considering
it a strategic owner. We note, however, the robust post-
acquisition performance of the company and the moderate post-
transaction leverage of Pinewood with a net loan-to-value ratio of
35% and EBITDA interest coverage of more than 3.5x post
transaction."

S&P's base case assumes:

-- Real GDP growth in the U.K. of 1.4% in 2017 and 0.9% in 2018.

-- Like-for-like rental growth of around 4%-5% over the next two
    years on the back of strong demand for its stages.

-- S&P expects overall revenue to decline to around GBP85
    million in fiscal 2018 due to the disposal of non-core
    businesses. S&P assume revenue growth around 4% for fiscal
    2019.

-- Stable occupancy rates of around 82% for the stages and
    around 95% in the media hub offices, in line with historical
    levels.

-- A slight improvement in EBITDA margin toward 48%-50% in the
    next two years, due to ongoing optimization of the cost base
    and disposable of non-core lines of business.

-- Investment capital expenditure (capex) of around GBP100
    million-GBP120 million in the next 24 months linked to the
    development of new assets (Pinewood East phase 2) and other
    growth initiatives. Maintenance capex is low at around GBP5
    million per year.
-- No further dividend distributions in the next 24 months apart
    from the one contemplated in the proposed transaction.

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

-- S&P Global Ratings-adjusted EBITDA interest coverage above
    3.5x in fiscal years 2018 and 2019.

-- Debt to EBITDA below 7x for the next two years.

S&P said, "The stable outlook reflects our view that Pinewood's
assets will likely continue to generate stable income, supported
by the growing demand for media content. The company's performance
will also continue to benefit from its existing long-term
relationships with the major global studios. We also note the
supportive financial strategy of Aermont Capital, which does not
plan to take any further dividend during Pinewood's expansion
phase. Consequently, we project that Pinewood's EBITDA interest
cover should remain above 3.5x, with debt-to-EBITDA below 7x.

"We could consider a positive rating action on Pinewood if the
ownership structure changes. Rating upside could also come from a
significant increase in its tenant-base diversification or in the
scale and scope of its portfolio.

"We might lower the rating if we saw evidence of deterioration in
Pinewood's rental activities, which could be caused by sluggish
demand linked to a downturn in the media industry. We would also
view negatively a substantial delay in phase two of Pinewood East
that would affect the company's performance, or a material change
in Aermont Capital's financial policy regarding Pinewood."



                            *********

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

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

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


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

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

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

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

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

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


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