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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, December 28, 2017, Vol. 18, No. 257


                            Headlines


A Z E R B A I J A N

ATABANK OJSC: Fitch Puts CCC IDR on Rating Watch Evolving


F R A N C E

PICARD GROUPE: Fitch Gives Final B+/RR3 Rating to EUR1.19BB Notes


G E R M A N Y

TRIONISTA TOPCO: S&P Withdraws 'B+' CCR on CKA Acquisition
VTB DEUTSCHLAND: S&P Affirms Then Withdraws 'BB' Long-term ICR


G R E E C E

SEKAP: On Brink of Bankruptcy, Holds Board Meeting Today


I R E L A N D

ST. PAUL'S VIII: Fitch Assigns 'B-sf' Rating to Class F Notes


I T A L Y

NUOVO TRASPORTO: Moody's Withdraws B1 Corporate Family Rating


K A Z A K H S T A N

BANK RBK JSC: S&P Raises ICRs to 'CCC/C' on Resumed Payments
HALYK BANK: S&P Affirms 'BB/B' Issuer Credit Ratings, Outlook Neg
KAZKOMMERTSBANK: Fitch Puts B Short-Term IDR on Watch Positive


N E T H E R L A N D S

DRYDEN 56: Moody's Assigns B2(sf) Rating to Class F Notes
NIBC BANK: Fitch Hikes Hybrid Tier 1 Securities Rating to BB-


P O R T U G A L

ATLANTES MORTGAGE 1: S&P Raises Class C Notes Rating to BB-(sf)


R U S S I A

CB PREODOLENIE: Put on Provisional Administration
CREDIT BANK: Fitch Cuts Perpetual Securities Rating to CCC


S P A I N

EMPARK APARCAMIENTOS: S&P Withdraws 'BB' Corporate Credit Rating
FONCAIXA FTGENCAT 4: Moody's Affirms C Rating on Class E Notes
MEIF 5 ARENA: S&P Assigns 'BB' CCR on Empark Acquisition


S W I T Z E R L A N D

BARRY CALLEBAUT: S&P Alters Outlook to Pos. & Affirms 'BB+' CCR


U N I T E D   K I N G D O M

CHERRY ORCHARD: Port Erin Loses GBP1,900 in Collapse
DAILY MAIL: S&P Cuts CCRs to 'BB+/B' on Declining Profitability
DOUBLEPLAY I: S&P Cuts Corporate Credit Rating to 'B-'
LEHMAN BROTHERS: GBP1.2BB Taxes Expected to Be Paid on Surplus
PIONEER HOLDING: Moody's Assigns B3 Corporate Family Rating

SHOON: Unsecured Creditors May Lose GBP1.6MM Following Collapse
* UK: Almost 44,000 Retailers in Significant Financial Distress


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A Z E R B A I J A N
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ATABANK OJSC: Fitch Puts CCC IDR on Rating Watch Evolving
---------------------------------------------------------
Fitch Ratings has taken the following rating actions on certain
CIS banks:

- The 'CCC' Long-Term Issuer Default Ratings (IDRs) and 'ccc'
Viability Ratings (VRs) of Atabank OJSC (Azerbaijan) and Orient
Express Bank (OEB, Russia) and the 'ccc' VRs of International Bank
of Azerbaijan (IBA), PJSC Alfa-Bank (Ukraine) and Ukrsotsbank
(Ukraine) have been placed on Rating Watch Evolving (RWE)

- The 'CC' subordinated debt rating of JSC The State Export-
Import Bank of Ukraine (Ukreximbank) (issued by SPV Biz Finance
PLC) has been placed on Rating Watch Positive (RWP)

- The 'CCC' Long-Term IDRs of PJSC Asian-Pacific Bank (APB,
Russia) and Uraltransbank (UTB, Russia) have been maintained on
Rating Watch Negative (RWN).

KEY RATING DRIVERS

The rating actions are driven by the publication of the Exposure
Draft of Fitch's revised Bank Rating Criteria on 12 December 2017.
As outlined in the Exposure Draft, Fitch plans to introduce + and
- modifiers at the 'CCC'/'ccc' level for Long-Term Issuer Default
Ratings (IDRs), long-term international debt and deposit ratings,
Derivative Counterparty Ratings (DCRs) and VRs. The revised
criteria also propose new guidelines for notching of subordinated
and hybrid instruments.

The Rating Watches reflect the potential for rating actions to be
taken after the finalisation and publication of the revised Bank
Rating Criteria.

RATING SENSITIVITIES

The RWE on the ratings of Atabank OJSC, OEB, PJSC Alfa-Bank,
Ukrsotsbank and IBA reflects the fact that Fitch could upgrade (to
CCC+/ccc+), affirm (at CCC/ccc) or downgrade (to CCC-/ccc-) the
ratings depending on the agency's assessments of the banks' risk
profiles within the 'CCC'/'ccc' range.

Fitch placed the Long-Term IDRs of APB and UTB on RWN in 2017 to
reflect significant near-term uncertainty with respect to the
banks' ability to fully comply with regulatory requirements given
their capital shortfall and hence the risk of regulatory
intervention. The RWN on the ratings continues to reflect these
risks, and now also reflects the possibility that the ratings will
be downgraded to 'CCC-' following the publication of the Criteria.

The subordinated debt of Ukreximbank, issued by SPV Biz Finance
PLC, is currently rated 'CC', two notches below the bank's VR of
'b-'. The RWE on the rating reflects the fact that following the
finalisation of the criteria it will likely be upgraded to either
'CCC' or 'CCC-' to be consistent with the revised guidelines for
notching of subordinated and hybrid instruments included in the
Exposure Draft.

Fitch will resolve the Rating Watches following the publication of
the final criteria in line with the Exposure Draft. Furthermore,
the Rating Watch on APB and UTB's IDRs could be resolved and the
ratings downgraded if they are unable to fulfil their capital
rectification plans, resulting in regulatory intervention.
Conversely, the IDRs could stabilise at their current levels, or
ultimately be upgraded, if the banks are able to rebuild their
capital.

The rating actions are as follows:

Atabank OJSC
Foreign-Currency Long-Term IDR: 'CCC', placed on RWE
Viability Rating: 'ccc', placed on RWE

Orient Express Bank
Foreign- and Local-Currency Long-Term IDRs: 'CCC', placed on RWE
Viability Rating: 'ccc', placed on RWE

Open Joint Stock Company International Bank of Azerbaijan
Viability Rating: 'ccc', placed on RWE

PJSC Alfa-Bank
Viability Rating: 'ccc', placed on RWE

Ukrsotsbank
Viability Rating: 'ccc', placed on RWE

PJSC Asian-Pacific Bank
Foreign- and Local-Currency Long Term IDRs: 'CCC', maintained on
RWN

Uraltransbank
Foreign-Currency Long-Term IDR: 'CCC', maintained on RWN

Ukreximbank (issuer Biz Finance PLC)
Subordinated debt: 'CC', placed on RWP

The other ratings of these banks are unaffected.



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F R A N C E
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PICARD GROUPE: Fitch Gives Final B+/RR3 Rating to EUR1.19BB Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Picard Groupe SAS's six-year
EUR1.19 billion senior secured floating-rate notes (FRNs) a final
rating of 'B+'/'RR3' following the completion of the group's
refinancing and dividend recap. It has also assigned a 'BB-'/'RR2'
final rating to Picard Groupe SAS's 5.5-year EUR30 million
revolving credit facility (RCF), and a final rating of
'CCC+'/'RR6' rating to Picard Bondco SA's (Picard) seven-year
EUR310 million senior notes. Picard's Issuer Default Rating (IDR)
of 'B' is not impacted by the refinancing and remains on Stable
Outlook.

KEY RATING DRIVERS

Aggressive Financial Policy: Fitch views the sponsors' (Lion
Capital Partners and Aryzta AG) financial policy as aggressive.
The refinancing entails an increase in cash-pay debt by 25% up to
EUR1.5 billion. Together with existing cash the debt issuance
proceeds were used to repay the group's EUR1.2 billion existing
senior secured FRNs and senior notes, Picard PIKco SA's EUR232
million PIK notes and to fund an upstream dividend of EUR110
million. As a consequence Fitch expect funds from operations
(FFO)-adjusted net leverage to increase to 9.0x at FYE18
(financial year ending March 2018) from 7.2x at FYE17 and to
remain above 7.5x over the next three years, a level comparable to
'CCC' rated peers.

High Refinancing Risks: Although Fitch believe that Picard's
deleveraging pace should not be significantly affected by the new
capital structure, due to a strong business model and healthy cash
flow generation capacity, the higher debt levels as a result of
re-leveraging will result in higher refinancing risk. This acts as
a key constraint on the IDR, and results in tight headroom under
the 'B' rating. Any under-performance to Fitch's rating case would
lead to negative rating action.

Robust Business Model: Picard's sales and profitability have
proven resilient to adverse conditions, such as the horse-meat
scandal in 2013 and the current frozen food market decline. Its
low but steady growth reflects the high competitiveness of its
products and services offering. It is by far the leader in its
segment and among the most widely recognised retail brands. As
most of its sales are generated by own-branded products, the
group's profit margins are higher than typical food retailers'.
High profitability, combined with limited working-capital and
capex needs, enable it to consistently generate positive free cash
flow (FCF), distinguishing it from its retail peers.

Strengthening Profitability: Over FY18-FY21 Fitch expects EBITDA
margin to be sustainable at 14.3% (FY17: 14.5%). Strengthening
like-for-like sales growth should result in positive operating
leverage and Fitch also expect falling foreign expansion costs as
a percentage of sales. Initiatives to enhance product offering and
services support like-for-like sales. They include improved
customer relationship management through a newly established
loyalty programme, in-store snack bars, selected wine offers and a
higher frequency of innovation. Management also focuses on
developing models that are quickly profitable in foreign
countries, such as in Japan and Switzerland.

Slow Geographic Diversification: Lack of geographic
diversification is a rating constraint as it lowers the group's
potential for growth. Expansion in Switzerland and Japan looks
promising and operations there are already profitable, but Fitch
do not expect any significant contribution to overall group EBITDA
over the next five years.

On the other hand, in countries which are not yet profitable for
Picard, Fitch expects limited losses due to management's cautious
approach. It has some track record in adapting foreign operations'
business models should they not perform well. Examples include
partnership with a local player in Italy and the development of a
corner-in-shop model in Sweden in parallel to the own-store model.

Positive FCF: Fitch expects annual FCF to average 4.4% of sales
during FY18-FY21, which is higher than under the previous debt
structure (FY17: 3%). Fitch expects Picard to pay lower interest
costs under the new capital structure despite a higher amount of
cash-pay debt, due to favourable market conditions. In addition,
low cash-flow volatility continues to reflect the group's
resilient gross profit margin and flexibility to scale back
expansion capex (approximately 20% of total capex), without
eroding EBITDA and FFO.

Good Financial Flexibility: Fitch forecast Picard's FFO fixed
charge cover to be stable at 1.9x over the next four years, a
level comparable to 'BB' rated food retailers. It reflects the
group's high profitability. Financial flexibility should also be
supported by Picard's high cash generation capacity, resulting in
comfortable liquidity. At the 'B' rating level this somewhat
compensates for a financial structure comparable to 'CCC' rated
peers.

KEY RECOVERY ASSUMPTIONS:

- The recovery analysis assumes that Picard would be considered a
going concern in bankruptcy and that the group would be
reorganised rather than liquidated. Fitch have assumed a 10%
administrative claim in the recovery analysis.

- Picard's recovery analysis assumes a post-reorganisation EBITDA
25% below FY17 EBITDA of EUR202.3 million. At this level of EBITDA
and after taking corrective measures into account, Fitch would
expect Picard to continue to generate slightly positive FCF but to
have limited deleveraging capacity from a high level.

- It also assumes a distressed multiple enterprise multiple (EV)
of 6.0x, which is higher than food manufacturer peer Premier Foods
PLC's (B/Negative) 5.0x. In Fitch view Picard's higher multiple
reflects the group's niche positioning and less vulnerable
business profile as a retailer generating sales mostly through
own-branded products.

- Fitch generally assumes a fully drawn RCF in its recovery
analyses since credit revolvers are usually tapped when companies
are under distress. Therefore Fitch assumes Picard's EUR30 million
super senior RCF will be fully drawn.

Such assumptions result in high recovery prospects for the super
senior RCF to be issued by Picard Groupe SAS, to which Fitch have
assigned a final rating of 'BB-'/'RR2' (71%-90% range), two
notches above Picard's IDR. The recovery prospects are capped at
'RR2' due to most of the borrowing group's assets being in France.

Fitch also estimates above-average recovery prospects for the
senior secured FRNs issued by Picard Groupe SAS, to which Fitch
have assigned a final rating of 'B+'/'RR3' (51%-70% range), one
notch above Picard's IDR.

Following the debt waterfall, Fitch has assigned the senior
unsecured notes issued by Picard a final rating of 'CCC+'/'RR6',
indicating recoveries in the 0%-10% range.

DERIVATION SUMMARY

Compared with food retail peers such as Carrefour SA (BBB+/Stable)
or Casino Guichard-Perrachon SA (BB+/Stable), Picard is small, and
has weak geographic diversification and high leverage. However,
these weak aspects are offset by its strong competitive position
as the leader in a niche market. Furthermore, its unique business
model (food retailer selling mostly own-brand products) enables it
to reach levels of profitability in line with food manufacturers
such as Premier Foods PLC (B/Negative), and much higher than its
immediate retail peers'. This supports its solid financial
flexibility and liquidity.

KEY ASSUMPTIONS

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

- Moderate like-for-like sales growth, driven by management's
   initiatives to support French like-for-like sales in a highly
   competitive environment, and cautious expansion pace;
- EBITDA margin sustainable at or above 14.5% over FY18-FY21;
- Capex averaging 3% of sales per annum, reflecting continual
   investments in store remodelling, IT, as well as moderate
   expansion through own stores;
- No dividend payments and no M&A activity; and
- Average annual FCF at 4.3% of sales over FY18-FY21.

RATING SENSITIVITIES

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

An upgrade of the IDR is unlikely over the rating horizon, as a
meaningful improvement in Picard's financial ratios is reliant on
a significant improvement in the group's operating performance,
which Fitch currently do not foresee. Provided that Picard's
business model and profitability remain resilient, future
developments that may, individually or collectively, lead to
positive rating actions include:

- FFO-adjusted leverage below 6.0x (5.5x net of readily
   available cash) on a sustained basis; and
- FFO fixed charge cover above 2.5x (FY17: 1.7x) on a sustained
   basis.

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

- FFO-adjusted leverage above 8.0x (7.0x net of cash) by end-
   FY21, reflecting a too high level of refinancing risk for the
   current rating closer to major debt maturities;
- Deterioration in like-for-like sales and EBITDA margin, as
   reflected in FCF generation below 4% of sales; and
- FFO fixed charge cover below 1.5x.

LIQUIDITY

Comfortable Liquidity:  Picard's liquidity is supported by limited
working-capital outflows and low capex. Under the new debt
structure liquidity is supported by a EUR30 million RCF maturing
in 2023 and lack of meaningful debt repayments up until 2023.

FULL LIST OF RATING ACTIONS

Picard Bondco S.A.
-- EUR310 million senior notes: CCC+'/'RR6'/0%

Picard Groupe S.A.S:
-- EUR30 million super senior RCF: 'BB-'/'RR2'/90%
-- EUR1.19 billion senior secured FRNs: 'B+'/'RR3'/66%



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G E R M A N Y
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TRIONISTA TOPCO: S&P Withdraws 'B+' CCR on CKA Acquisition
----------------------------------------------------------
S&P Global Ratings withdrew its 'B+' long-term corporate credit
rating and issue ratings on Germany-based sub-metering services
provider Trionista TopCo GmbH (ista) at the company's request. At
the time of withdrawal, the corporate credit and issue ratings on
ista were on CreditWatch positive, where S&P placed them on
Aug. 8, 2017.

The withdrawal follows the completion of ista's acquisition by
Hong Kong-based property developer CK Asset Holdings Ltd. (CKA)
and investment-holding company CK Infrastructure Holdings Ltd.
(CKI), which is majority-owned by CK Hutchison Holdings Ltd., from
CVC Capital Partners. S&P said, "We were unable to resolve the
CreditWatch before withdrawing the ratings due to lack of
sufficient financial information at this stage about ista, post
the transaction's close at the end of October 2017. We currently
also lack information on ista's strategic importance to the new
owners, which would affect our assessment of the likelihood of
financial support that ista could receive from both entities if
ista were to fall into financial difficulty."


VTB DEUTSCHLAND: S&P Affirms Then Withdraws 'BB' Long-term ICR
--------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB' long-term
and 'B' short-term issuer credit ratings on Germany-based VTB Bank
(Deutschland) AG (VTB Deutschland).

S&P subsequently withdrew the ratings at the bank's request.
The outlook was stable at the time of the withdrawal.

S&P said, "The affirmation reflects our view of VTB Deutschland's
unchanged profile and status within the wider VTB group. We
consider VTB Deutschland to be a highly strategic subsidiary of
Russia-based VTB Bank JSC (VTB). We typically rate highly
strategic subsidiaries one notch lower than the group credit
profile.

"We based our ratings on VTB Deutschland on support from the
group, and we expect that the Russian government would also
provide support to VTB's foreign operations. As a result, we did
not assess VTB Deutschland's stand-alone credit strength."

VTB Deutschland's performance last year was hampered by adverse
operating conditions, particularly regarding Russia-related
borrowers, and ongoing information technology and process
optimization in preparation for the upcoming reorganization of
VTB's European operations. VTB Deutschland will be the center of
the group's European operations, with the Austrian and French
operations being merged into the German entity.



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


SEKAP: On Brink of Bankruptcy, Holds Board Meeting Today
--------------------------------------------------------
Ekathimerini.com reports that Greek tobacco industry SEKAP is
likely to decide today, Dec. 28, to go bankrupt at an
extraordinary board meeting it called following a court verdict on
past debts.

SEKAP, currently owned by Russian-Greek investor Ivan Savvidis,
announced on Dec. 26 it has called the extraordinary meeting of
its governing board to discuss the situation after the issue of
the decision by the Komotini Court of Appeal that is forcing the
industry to pay EUR38 million in full for law violations that took
place in 2009, before the current ownership, Ekathimerini.com
relates.

According to Ekathimerini.com, the meeting will also address a
recent decision by the customs authorities of Xanthi, stemming
from the verdict on the fine, "that has rendered impossible the
sale of products in the domestic market," as the SEKAP statement
read.

Notably, board members will be joined today by top Greek experts
in bankruptcy cases, Ekathimerini.com discloses.



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I R E L A N D
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ST. PAUL'S VIII: Fitch Assigns 'B-sf' Rating to Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned St. Paul's CLO VIII DAC final ratings,
as follows:

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

St. Paul's CLO VIII DAC is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes are
being used to purchase a EUR400 million portfolio of mostly
European leveraged loans and bonds. The portfolio is actively
managed by Intermediate Capital Managers Limited. The CLO
envisages a four-year reinvestment period and an 8.5-year weighted
average life.

KEY RATING DRIVERS

'B' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the 'B'
range. The Fitch weighted average rating factor (WARF) of the
current portfolio is 32.7, below the covenanted maximum of 34 in
the indicative matrix point.

High Recovery Expectations
The portfolio will comprise a minimum 90% senior secured
obligations. The weighted average recovery rate of the current
portfolio is 66.7%, above the covenanted minimum in the indicative
matrix point of 63.4%, corresponding to the matrix WARF of 34 and
weighted average spread of 3.5%.

Limited Interest Rate Risk
Fixed-rate liabilities represent 5% of the target par amount,
while unhedged fixed-rate assets cannot exceed 10% of the
portfolio depending on the matrix selected by the manager. The
maximum fixed rate asset covenant for assigning final ratings is
10%.

Diversified Asset Portfolio
The transaction contains a covenant that limits the top 10
obligors in the portfolio to 18% or 20% of the portfolio balance,
depending on the matrix chosen by the asset manager. This ensures
that the asset portfolio will not be exposed to excessive obligor
concentration. The covenanted maximum exposure to the largest 10
obligors for assigning final ratings is 20%.

Unhedged Non-Euro Assets Exposure
The transaction is allowed to invest up to 2.5% of the portfolio
in non-euro-denominated primary market assets without entering
into an asset swap on settlement, subject to principal haircuts.
Unhedged assets may only be purchased if after the applicable
haircuts the aggregate balance of the assets is above the
reinvestment target par balance. Additionally, no credit in the
overcollateralisation tests is given to assets left unhedged for
more than 180 days after settlement.

VARIATIONS FROM CRITERIA

The "Fitch Rating" definition was amended so that assets that are
not expected to be rated by Fitch but are rated privately by the
other rating agency rating the liabilities, can be assumed to be
of 'B-' credit quality for up to 10% of the collateral principal
amount. 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 'BBB' rating level and one-notch downgrade at
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, o
a 25% reduction in recovery rates would lead to a downgrade of up
to two notches for the rated notes.



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I T A L Y
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NUOVO TRASPORTO: Moody's Withdraws B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the Italian railway
operator Nuovo Trasporto Viaggiatori S.p.A (NTV)'s B1 corporate
family rating (CFR), its B1-PD probability of default rating (PDR)
and the B1 senior secured rating on the EUR550 million notes, as
well as the positive outlook on the ratings.

RATINGS RATIONALE

Moody's has withdrawn the rating because, following the early
redemption of the EUR550 million bond due in June 2023 on Dec. 18,
2017, NTV has repaid all of its publicly traded outstanding
financial debt.

Headquartered in Rome, Italy, NTV is the second Italian high-speed
operator in the passenger rail industry, behind the incumbent
operator (Ferrovie dello Stato S.p.A.). NTV operates under the
brand Italo. NTV started its commercial operations in April 2012
and, with 11 million passengers transported in 2016, reached a 24%
market share in the Italian long-haul segment. The company is
controlled by some Italian entrepreneurs which together hold a
48.5% of the capital, by the Italian financial institutions Intesa
Sanpaolo S.p.A. (19.2%), Generali Financial Holdings (14.6%) and
Peninsula Capital (12.8%). NTV's CEO, Mr Cattaneo, holds a 4.9%
stake in the company. NTV reported EUR350.5 million ticket sales
and EUR96 million EBITDA in 2016.

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



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


BANK RBK JSC: S&P Raises ICRs to 'CCC/C' on Resumed Payments
------------------------------------------------------------
S&P Global Ratings raised its long- and short-term issuer credit
ratings on Bank RBK JSC to 'CCC/C' from 'D/D'. S&P said, "We also
raised the national scale rating on Bank RBK to 'kzCCC+' from
'kzD'. We subsequently placed all ratings on the bank on
CreditWatch with developing implications."

S&P said, "The upgrade reflects our understanding that Bank RBK
has resumed servicing its obligations in full and on time
following capital and liquidity inflows from the National Bank of
Kazakhstan (NBK) and its majority shareholder Kazakhmys in the
past few weeks. We understand that, since the beginning of
November, Bank RBK has received Kazakstani tenge (KZT)150 billion
($450 million) in subordinated debt from the NBK, of which KZT100
billion was recognized as a capital gain due to provision of the
subdebt at below market rate. Kazakhmys, a leading Kazakhstan
natural resources producer, injected KZT45 billion of fresh
capital into Bank RBK and converted its KZT35 billion deposit into
common shares.

"Nevertheless, we believe Bank RBK's creditworthiness remains
vulnerable to customer deposit outflows due to its tarnished
reputation. The bank's liquid assets covered its customer deposits
and current accounts, susceptible to withdrawal, only by about a
reported 55% as of Dec. 19, 2017. The bank's viability depends on
the remaining agreed shareholder and capital support: KZT93.7
billion subordinated debt from the NBK and KZT80 billion tier 1
capital injection from the shareholders to be provided by end-
January 2018. Furthermore, the bank needs to prove its ability to
recover customer relationships, regain the trust of depositors,
and generate new business.

"We understand that Bank RBK plans to transfer its problem loan
portfolio of about Kazakhstani tenge (KZT) 600 billion (about
EUR1.8 billion or about 70% of total loans) to an unconsolidated
special purpose vehicle (SPV) over the next few days. The bank's
government-related entity depositors (with deposits of about
KZT180 billion) have signed an agreement to exchange their
deposits into future payments from this SPV. The NBK will also
exchange its KZT150 billion liquidity line provided to Bank RBK in
May 2017 into the future payments from this SPV.

"We expect that, once completed, this loan book transfer will
improve Bank RBK's asset quality and liquidity. Under our base-
case scenario, which assumes further deposit outflows of a maximum
of 20% of total deposits, we anticipate that the bank's liquidity
cushion will increase to not lower than 35% of total assets by
end-January 2018.

"The CreditWatch indicates that we could raise, lower, or affirm
our ratings on Bank RBK over the next few months, depending on the
bank's ability to service its obligations in full and on time and
our expectations that the bank will report improvements in its
capitalization, asset quality, and liquidity.

"We could lower the ratings if the bank does not pay its
obligations in full and on time, offers another distressed
exchange, or its liquidity cushion becomes very low.

"We could raise the ratings if the bank receives all planned
shareholder and NBK support, completes the transfer of problem
loans to the SPV, demonstrates the stability of its depositor
base, maintains a conservative liquidity cushion, and presents a
credible development strategy."


HALYK BANK: S&P Affirms 'BB/B' Issuer Credit Ratings, Outlook Neg
-----------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB/B' long- and
short-term issuer credit ratings on Halyk Savings Bank of
Kazakhstan (Halyk Bank). The outlook remains negative.

S&P said, "We have also affirmed our 'kzA' Kazakhstan national
scale rating on Halyk Bank.

"At the same time, we placed our 'B+' long-term issuer credit
rating and 'kzBBB-' Kazakhstan national scale rating on
Kazkommertsbank JSC (KKB) on CreditWatch with positive
implications. We affirmed the 'B' short-term issuer credit rating
on KKB."

The rating actions follow Halyk Bank's announcement on Dec. 15,
2017, that its board of directors has approved the merger of KKB
into Halyk Bank. The merger is expected to be finalized in the
second half of 2018, subject to regulatory approvals and
finalization of a number of corporate governance procedures.

S&P said, "We believe that Halyk Bank's financial profile will
remain largely stable after possible capital outflows from
minority shareholders during the upcoming group reorganization.
Minority owners now hold 19.95% of Halyk Bank's overall share
capital. Under Kazakhstan's regulation, Halyk Bank has an
obligation to buy out the stakes of minority shareholders that
vote against the merger.

"We assess Halyk Bank's capital and earnings as moderate,
reflecting our expectation that the combined bank will be able to
sustain sound profitability that would ease the pressure on its
consolidated capital adequacy from the acquisition of
undercapitalized KKB in the middle of 2017. We forecast that Halyk
Bank's risk-adjusted capital (RAC) ratio will be in the range of
6.5%-7.5% during the next 12-18 months. This is an improvement
from the 5.7% we calculated as of Oct. 1, 2017, based on accounts
under International Financial Reporting Standards that consolidate
KKB." At the same time, S&P bases its RAC ratio forecast for the
next 12-18 months on the following assumptions:

-- Capital inflow of Kazakhstani tenge (KZT) 65.2 billion (about
    $195 million) as a result of the capital injection into KKB
    by holding group ALMEX, which is also the majority
    shareholder of Halyk Bank, ultimately controlled by Dinara
    and Timur Kulibaevs;

-- Capital outflow no higher than KZT20 billion to buy out any
    minority shareholders that vote against the merger. S&P
    estimates the overall value of Halyk Bank's free float
   (19.95% of shares) to be around KZT177 billion based on stock
    prices quoted on the London Stock Exchange. S&P expects the
    share of minority owners voting against the merger will be no
    higher than 12% of the free float, given that Halyk Bank is
    the highest-rated domestic commercial bank and attracts
    international investors;

-- Slow annual growth of the combined bank's loan portfolio at
    0%-3% of total loans in 2018-2019, taking into account that
    Halyk Bank will likely focus on integrating KKB rather than
    on active lending expansion;

-- A net interest margin (NIM) of around 4.2% in 2018-2019 based
    on an expected NIM of around 5% for Halyk (staying relatively
    stable) and 2.2%-2.3% for KKB, increasing moderately from the
    current estimate of 2%, due to optimization of lending
    operations and the funding base;

-- Annual credit costs of 2.0%-2.5% in the next two years in
    line with the system average, assuming that additional
    provisions as a part of the KKB acquisition will cover most
    of the asset quality problems at KKB; and

-- Annual operating expenses of KZT105 billion-KZT110 billion in
    2018-2019, down from S&P's estimate of about KZT120 billion
    for Halyk Bank and KKB combined in 2017, in view of the
    planned cost optimization.

S&P said, "We see Halyk Bank's business position as strong. This
assessment balances the bank's leading share of Kazkahstan's
banking market, sound business diversification, and experienced
management team with a proven track record of stable performance
through the economic cycle, against risks related to the
integration of KKB, which is still burdened by legacy problem
assets.

"We think the integration of KKB may become a challenge for Halyk
Bank, taking into account KKB's much weaker credit standing and
the still-weak economic conditions in Kazakhstan. Halyk Bank's
management has yet to demonstrate that it is able to establish
sound internal control and risk-management systems in the business
lines transferred from KKB and turn them into sustainably profit-
generating operations. We could revise our assessment of Halyk
Bank's business position downward if we considered that its
currently strong profitability and business stability are
undermined by KKB, which it will fully integrate in 2018.

Following the acquisition of KKB, Halyk Bank has a dominant
position in Kazakhstan's banking sector, accounting for about 28%
of systemwide loans and 35% of total deposits on Nov. 1, 2017. It
also has the largest distribution network in Kazakhstan with more
than 700 branches (Halyk Bank and KKB combined) throughout the
country. The bank benefits from an experienced management team,
which has demonstrated stable financial performance over the
economic cycle, supported by strong pricing power, low cost of
funds, and satisfactory risk-management systems and procedures.

The bank's risk profile has weakened, in view of KKB's high
exposure to the problem real estate and construction sector, high
single-name exposures, and substantially worse asset quality than
that of Halyk Bank. S&P estimates that Halyk Bank's exposure to
the real estate and construction sector has increased to around
20% of total loans as of Oct. 1, 2017, from around 13% at the end
of 2016. S&P notes, however, that the current exposure is
generally in line with that of Kazakh peer banks.

S&P said, "We estimate the combined entity's nonperforming loans
(NPLs; loans more than 90 days overdue) at around 25% of total
gross loans. Positively, however, we estimate coverage of NPLs by
provisions at about 112%, which compares well with that of peer
banks. We understand that Halyk Bank aims to reduce consolidated
NPLs to about 15% of total loans in the next two years through
writing down and restructuring problem loans.

"We believe that Halyk Bank's consolidated funding profile remains
strong. The group's joint market share in retail deposits was
about 37% as of Nov. 1, 2017. Under our calculation, about 80% of
the group's consolidated funding comes from customer deposits. We
expect both retail and corporate deposit funding will remain
stable in the next 12-18 months, due to Halyk Bank's strong brand
recognition, solid market positions, and established connections
with cash-rich government-related entities.

"We expect Halyk Bank's liquidity to remain adequate. There is
only one notable bond maturity for KKB in 2018. Furthermore, after
allowing for maturing wholesale funding, we calculate that the
group's liquid assets very comfortably covered short-term customer
deposits on Oct. 1, 2017. We anticipate that Halyk Bank will
utilize its ample liquidity cushion gradually, to repay the most
expensive liabilities, and will increase lending moderately from
next year.

"We view Halyk Bank as having high systemic importance in
Kazakhstan, and therefore include one notch of uplift in our long-
term rating on the bank.

"Once the merger is completed, we will equalize our ratings on KKB
with those on Halyk Bank because KKB would then become an integral
part of Halyk Bank. We will subsequently withdraw our ratings on
KKB, since KKB will cease to exist as a separate legal entity."

OUTLOOK

The negative outlook on Halyk Bank reflects the risks related to
its integration of KKB, which we envisage will be particularly
challenging in the next 12 months in view of the weak economic
environment and tight operating conditions for banks in
Kazakhstan.

S&P said, "We will lower our ratings on Halyk Bank in the next 12
months if we consider that the combined banking group is unable to
work out legacy problem assets reasonably quickly, and lacks
healthy business dynamism, putting pressure on its profitability.
We would also downgrade Halyk Bank if its RAC ratio fell below 5%.
This could result from new loan loss provisions significantly
exceeding the level we currently anticipate in our base case
scenario, or from unexpected losses. This could also occur if the
bank experienced material capital outflows resulting from its
obligation to buy out minority stakes as part of Halyk Bank's
merger with KKB.

"Given the substantial task ahead, we would be unlikely to revise
our outlook to stable before the fourth quarter of 2018. However,
we may do so if the combined entity establishes a sound operating
performance track record, which would signify its ability to
maintain high capital buffers, with the RAC ratio staying
sustainably above 7%. We would also need to observe improvements
in the combined entity's asset quality, including a gradual
reduction of the NPL ratio toward that of peer banks."

CREDITWATCH

S&P said. "We intend to resolve the CreditWatch on KKB upon
completion of the merger, which we expect will occur in the second
half of 2018. At that point, we would likely equalize our ratings
on KKB with those on Halyk Bank and then withdraw them.

"If the merger did not materialize, we would likely affirm our
ratings on KKB."

RATINGS SCORE SNAPSHOT

Halyk Savings Bank of Kazakhstan

  Issuer Credit Rating      BB/Negative/B
  SACP                      bb-
   Anchor                   bb-
   Business Position        Strong (+1)
   Capital and Earnings     Moderate (0)
   Risk Position            Moderate (-1)
   Funding and              Above average and
   Liquidity                Adequate (0)
  Support                   +1
    GRE Support             0
    ALAC Support            0
    Group Support           0
    Sovereign Support       +1
  Additional Factors        0

  Ratings List

  Halyk Savings Bank of Kazakhstan
  Ratings Affirmed

  Halyk Savings Bank of Kazakhstan
   Counterparty Credit Rating             BB/Negative/B
   Kazakhstan National Scale              kzA/--/--
   Senior Unsecured                       BB

  Kazkommertsbank JSC
  CreditWatch Action; Rating Affirmed;
                                  To                 From
  Kazkommertsbank JSC
   Counterparty Credit Rating    B+/Watch Pos/B     B+/Negative/B
   Kazakhstan National Scale      kzBBB-/Watch Pos/  kzBBB-/--
  Senior Unsecured                B+/Watch Pos       B+
  Junior   Subordinated           CCC+/Watch Pos     CCC+


KAZKOMMERTSBANK: Fitch Puts B Short-Term IDR on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed Kazkommertsbank's (KKB's) Long-Term
Issuer Default Ratings (IDRs) and senior debt ratings on Rating
Watch Positive (RWP). The agency has also affirmed KKB's Support
Rating at '3'.

KEY RATING DRIVERS

IDRS AND SUPPORT RATING

The RWP on KKB's Long-Term IDRs reflects the potential for the
bank's creditors to be exposed to a stronger institution in case
of the merger of KKB with its parent institution, Halyk Bank of
Kazakhstan (Halyk, BB/Stable/bb). Halyk announced the planned
merger with KKB on 15 December 2017 and expects it to be finalised
in 2H18, subject to necessary regulatory approvals.

Halyk's ratings are unaffected by the planned merger, as its
ratings were already based on the group's consolidated credit
profile following the acquisition of KKB by Halyk in 3Q17. After
the merger, Halyk's market shares will increase to 29% of sector
loans and 35% of sector deposits from 18% and 20%, respectively,
on a standalone basis at end-3Q17.

The affirmation of KKB's Support Rating at '3' reflects Fitch's
view that Halyk is likely to have a high propensity to support KKB
prior to the completion of the merger.

DEBT RATINGS

The RWP on KKB's senior unsecured debt reflects that on the bank's
IDRs. In case of a merger with Halyk, KKB's creditors will likely
become exposed to a stronger institution.

The affirmation of KKB's perpetual debt rating at 'B' reflects the
fact that this rating is already at the level at which such an
instrument would likely be rated if issued by Halyk. Accordingly,
Fitch does not expect to upgrade the instrument rating following
the merger.

RATING SENSITIVITIES

Fitch expects to resolve the RWP once the merger is completed.
Fitch expects to upgrade KKB's Long-Term IDRs and senior debt
ratings by one notch to the level of Halyk, and to simultaneously
withdraw the IDRs, as the bank will cease to exist as a separate
legal entity. Conversely, if for any reason the merger does not go
through, KKB's ratings will likely be affirmed.

KKB's perpetual debt rating, following a merger with Halyk, would
likely be sensitive to any changes in Halyk's VR.

The rating actions are as follows:

Long-Term Foreign- and Local-Currency IDRs: 'BB-'; placed on RWP
Short-Term Foreign- and Local-Currency IDRs: 'B', unaffected
Viability Rating: 'b', unaffected
Support Rating: affirmed at '3'
Support Rating Floor: 'B', unaffected
Senior unsecured debt long-term rating: 'BB-', placed on RWP
Senior unsecured debt short-term rating: 'B', unaffected
Perpetual debt rating: affirmed at 'B'



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


DRYDEN 56: Moody's Assigns B2(sf) Rating to Class F Notes
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Dryden 56 Euro CLO
2017 B.V.:

-- EUR358,600,000 Class A Senior Secured Floating Rate Notes due
    2032, Definitive Rating Assigned Aaa (sf)

-- EUR9,100,000 Class B-1 Senior Secured Floating Rate Notes due
    2032, Definitive Rating Assigned Aa2 (sf)

-- EUR63,000,000 Class B-2 Senior Secured Fixed Rate Notes due
    2032, Definitive Rating Assigned Aa2 (sf)

-- EUR40,500,000 Class C Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned A2 (sf)

-- EUR35,100,000 Class D Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned Baa3 (sf)

-- EUR25,600,000 Class E Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned Ba2 (sf)

-- EUR21,200,000 Class F Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the expected
loss posed to noteholders by the legal final maturity of the notes
in 2032. The definitive ratings reflect the risks due to defaults
on the underlying portfolio of loans given the characteristics and
eligibility criteria of the constituent assets, the relevant
portfolio tests and covenants as well as the transaction's capital
and legal structure. Furthermore, Moody's is of the opinion that
the collateral manager, PGIM Limited has sufficient experience and
operational capacity and is capable of managing this CLO.

Dryden 56 is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, mezzanine obligations and high
yield bonds. The portfolio is expected to be at least 80% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR63.85M of subordinated notes which will not
be rated.

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

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

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


NIBC BANK: Fitch Hikes Hybrid Tier 1 Securities Rating to BB-
-------------------------------------------------------------
Fitch Ratings has upgraded NIBC Bank NV's Long-Term Issuer Default
Rating (IDR) to 'BBB' from 'BBB-' and Viability Rating (VR) to
'bbb' from 'bbb-'. The Outlook on the Long-Term IDR is Stable.

The upgrade reflects structural improvement in NIBC's earnings,
which Fitch expects will be sustained. It also reflects a
significant reduction of legacy non-performing commercial real
estate (CRE) loans and Fitch expectation that potential asset
quality deterioration from NIBC's exposure to stressed shipping
and offshore services industries would be manageable for the bank.

KEY RATING DRIVERS
IDRS, VR and SENIOR DEBT

The ratings of NIBC reflect its niche franchise and business
model, improved earnings and overall adequate asset quality,
despite continued lending to some cyclical industries. The ratings
are underpinned by the sound capital and leverage ratios.

NIBC's business model is focused on providing tailored asset-based
lending and capital market solutions to its target segment of
medium-sized companies. In addition, it offers residential
mortgage loans in the Netherlands and online savings. Revenue is
mainly driven by net interest income and depends on NIBC's pricing
power. While its pricing power is likely lower than major Dutch
banks overall, Fitch believe that NIBC has a sound franchise in
certain segments and niches, as reflected by its ability in recent
years to achieve better margins mainly through loan repricing.
Fitch also believe the bank's risks are now priced more
appropriately, ensuring higher revenue is the first line of
defence against credit losses rather than capital.

NIBC's lending is a combination of a sound-quality Dutch
residential mortgage loan book (around half of total loans at end-
June 2017) and an increasingly granular corporate book. Non-
performing mortgage loans are low and in line with larger Dutch
banks, supporting NIBC's overall asset quality. In corporate
lending, NIBC's business model exposes the bank to some cyclical
industries (particularly shipping, offshore services and CRE, in
total around 40% of corporate and 20% of total loans) and lower-
rated corporate borrowers, for which the bank typically mitigates
the risks with high collateralisation.

Corporate non-performing exposures decreased to 5% at end-June
2017 (6.6% at end-2016), as pressures in the shipping and oil
services sectors were more than offset by a sharp decrease in
legacy impaired CRE exposure. Non-performing exposures in shipping
and offshore services are elevated (5.4% and 13.6% at end-June
2017 respectively), as are performing forborne loans, although
Fitch expect a significant part of the latter to cure in 2018.
Fitch expect the pressure on loan quality from these two sectors
to persist, but overall it will be manageable for the bank, and
the non-performing loan ratio for the total loan book will likely
remain moderate.

NIBC's capital and leverage ratios are strong, compare well with
domestic and international peers, and capitalisation is broadly
commensurate with the bank's risk profile. At end-June 2017, the
Fitch core capital/risk-weighted assets ratio was 21.9% and the
fully-loaded Basel III leverage ratio was solid at over 7%.
Capital ratios at the level of NIBC's immediate parent NIBC
Holding NV, where the regulatory capital requirements are set, are
also solid and support Fitch assessment.

The bank estimated that the adoption of IFRS 9 from 1 January 2018
will have a negative impact on risk-weighted capital ratios of
about 4 percentage points. This is driven by the anticipated
reclassification of old mortgage loans carried at fair value into
amortised cost, resulting in a reversal of the accumulated
revaluation gain. Capital ratios will remain sound, however, and
capitalisation will remain a rating strength. Furthermore, the
reclassification will result in higher revenue due to the reversal
of the accumulated revaluation loss on related hedging derivatives
over the remaining life of the loans.

NIBC reduced over years its reliance on wholesale funding by
attracting retail savings, which at end-June 2017 made up around a
half of non-equity funding excluding derivatives, and by tapping
institutional deposits through its subsidiary in Germany. NIBC
also maintains access to wholesale funding markets, as
demonstrated by the issues of benchmark senior unsecured and
covered bonds. The bank remains structurally dependent on the
market to fund part of its loan book and is hence sensitive to
investor sentiment. Liquidity is comfortable, with a liquidity
coverage ratio of 261% at end-June 2017, although not exceptional
for the rating level, and the Short-Term IDR of 'F3' maps to the
lower of the two options for a Long-Term IDR of 'BBB'.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that senior creditors can no longer rely on
receiving full extraordinary support from the sovereign if NIBC
becomes non-viable. This reflects the bank's lack of systemic
importance in the Netherlands, as well as the implementation of
the EU's Bank Recovery and Resolution Directive (BRRD) and the
Single Resolution Mechanism (SRM). These provide a framework for
resolving banks that is likely to require senior creditors
participating in losses, if necessary, instead of or ahead of a
bank receiving sovereign support.

Similarly, while there is a possibility that its owner, a
consortium led by the private equity firm JC Flowers & Co, may
support NIBC in case of need, Fitch is unable to adequately assess
the owner's capacity to support. As a result potential support
from its ultimate shareholders is not factored into NIBC's Support
Rating.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

NIBC's hybrid Tier 1 securities are rated four notches below the
VR, reflecting the higher-than- average loss severity risk of
these securities (two notches from the VR) as well as a high risk
of non-performance (an additional two notches).

RATING SENSITIVITIES
IDRS, VR and SENIOR DEBT

A further upgrade of the ratings is unlikely within the
constraints of NIBC's company profile, but a record of strong
performance through-the-cycle demonstrating the resilience of the
bank's niche business model under stress could be credit-positive.
A sudden weakening of profitability as a result of weaker revenue
or consistently higher loan impairment charges, a significant
shock to asset quality resulting in a material erosion of NIBC's
capitalisation or sharp deterioration of the bank's liquidity
position, although not expected, could result in a downgrade.

SUPPORT RATING AND SUPPORT RATING FLOOR

Any upgrade of the Support Rating and upward revision of the
Support Rating Floor would be contingent on a positive change in
the Netherland's propensity to support its banks, as well as NIBC
significantly growing its systemic importance. While not
impossible, this is highly unlikely in Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings of hybrid Tier 1 securities are sensitive to changes
in NIBC's VR as well as Fitch's assessment of the probability of
their non-performance relative to the risk captured in NIBC's VR.

The rating actions are as follows:

Long-Term IDR: upgraded to 'BBB' from 'BBB-'; Outlook Stable
Short-Term IDR: affirmed at 'F3'
Viability Rating: upgraded to 'bbb' from 'bbb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt Long-Term rating: upgraded to 'BBB' from
  'BBB-'
Senior unsecured debt Short-Term rating: affirmed at 'F3'
Hybrid Tier 1 securities: upgraded to 'BB-' from 'B+'



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


ATLANTES MORTGAGE 1: S&P Raises Class C Notes Rating to BB-(sf)
---------------------------------------------------------------
S&P Global Ratings raised to 'AA- (sf)' from 'A+ (sf)' and removed
from CreditWatch positive its credit rating on Atlantes Mortgage
No.1 PLC's class A notes. S&P said, "At the same time, we have
raised to 'BBB- (sf)' from 'B (sf)' our rating on the class B
notes and to 'BB- (sf)' from 'B- (sf)' our rating on the class C
notes, and affirmed our 'B- (sf)' rating on the class D notes."

S&P said, "On Oct. 10, 2017, we placed on CreditWatch positive our
rating on Atlantes Mortgage No.1's class A notes following our
Sept. 15, 2017 raising of our unsolicited foreign currency long-
term sovereign rating on the Republic of Portugal (see "Ratings On
27 Tranches in 20 Portuguese RMBS Transactions Placed On
CreditWatch Positive Following Sovereign Upgrade" and "Ratings On
Portugal Raised to 'BBB-/A-3' On Strong Economic And Budgetary
Performance; Outlook Stable").

"The rating actions follow our credit and cash flow analysis based
on the most recent transaction information that we have received.
Our analysis reflects the application of our European residential
loans criteria, our structured finance ratings above the sovereign
(RAS) criteria, and our current counterparty criteria. Available
credit enhancement has increased since our previous full review to
65.90% from 47.69% for the class A notes.

"Our analysis indicates that the available credit enhancement for
the class B and C notes is sufficient to support the stresses that
we apply at the 'BBB-' and 'BB-' rating levels, respectively,
under our European residential loans criteria. We have therefore
raised to 'BBB- (sf)' from 'B (sf)' our rating on the class B
notes and to 'BB- (sf)' from 'B- (sf)' our rating on the class C
notes.

"The available credit enhancement for the class D notes is
commensurate with our currently assigned rating. The pool's asset
performance is stable, the reserve fund is fully funded and
continues to increase as a percentage of the outstanding balance,
and prepayments are low. Therefore, we do not expect the issuer to
be dependent upon favorable business, financial, and economic
conditions to meet its financial commitment on this class of notes
within the next twelve months. We have therefore affirmed our 'B-
(sf)' rating on the class D notes.

"Severe delinquencies of more than 90 days have decreased to 0.49%
from 1.60%. The transaction's delinquency performance has been
broadly stable since our previous review and the reserve fund
remains undrawn.

"After applying our European residential loans criteria to this
transaction, our credit analysis results show a decrease in both
the weighted-average foreclosure frequency (WAFF) and the
weighted-average loss severity (WALS) at each rating level
compared with our previous review."

  Rating level    WAFF (%)   WALS (%)
  AAA                28.20       2.25
  AA                 22.55       2.00
  A                  22.16       2.00
  BBB                19.31       2.00
  BB                 11.56       2.00
  B                   9.55       2.00

S&P said, "We have observed a decrease in the WAFF figures due to
the lower arrears and increased loan seasoning. We have also
observed a decrease in the WALS figures due to a decrease in the
pools' weighted-average current loan-to-value ratios, which has
resulted from the loans' amortization and the increasing house
prices in Portugal.

"Following the application of our European residential loans
criteria, our RAS criteria, and our current counterparty criteria,
we have determined that our assigned rating on the class A notes
in this transaction should be the lower of (i) the rating as
capped by our RAS criteria, (ii) the rating that the class of
notes can attain under our European residential loans criteria,
and (iii) the rating as capped by our current counterparty
criteria.

"Atlantes Mortgage No.1 is backed by loans that benefit from a
government subsidy for mortgage interest payments. In order to
account for the risk of a sovereign default, which would affect
the performance of the transaction, we have incorporated cash flow
stresses on such subsidies at rating levels above our 'BBB-' long-
term rating on Portugal. For rating levels up to four notches
above the rating on the sovereign, we assume that 75% of the
subsidized interest is lost in the first 18 months of our
recessionary period. For rating levels greater than four notches
above our long-term rating on Portugal, we assume that 100% of the
subsidized interest is lost in the first 18 months of our
recessionary period.

"Our European residential loans criteria consider that non-
residential loans are more likely to default than residential
loans and therefore apply adjustments to the foreclosure frequency
and loss severity for to nonresidential properties.

"Our RAS criteria constrain our rating on Atlantes Mortgage No.1's
class A notes at 'AA- (sf)', which is six notches above our 'BBB-'
long-term rating on the sovereign. The application of our current
counterparty criteria, due to the remedy actions outlined in the
swap documents, caps the maximum potential rating on the class A
notes at 'A+ (sf)', which is one notch above the long-term issuer
credit rating on the swap provider, Credit Suisse International.
However, the class A notes can support the stresses that we apply
at a 'AAA' rating level without the support of the swap
counterparty. We have therefore raised to 'AA- (sf)' from 'A+
(sf)' and removed from CreditWatch positive our rating on the
class A notes.

"We also consider credit stability in our analysis. To reflect
moderate stress conditions, we adjusted our WAFF assumptions by
assuming additional arrears of 8% for one- and three-year
horizons. This did not result in our rating deteriorating below
the maximum projected deterioration that we would associate with
each relevant rating level, as outlined in our credit stability
criteria.

"In our opinion, the outlook for the Portuguese residential
mortgage and real estate market is not benign and we have
therefore increased our expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when we apply our European
residential loans criteria, to reflect this view. We base these
assumptions on our expectation of modest economic growth and
continuing high unemployment."

Atlantes Mortgage No.1 is a Portuguese residential mortgage-backed
securities (RMBS) transaction, which closed in February 2003 and
securitizes first-ranking mortgage loans. BANIF Banco
Internacional do Funchal S.A. originated the pool, which comprises
loans backed by properties in Portugal.

RATINGS LIST

  Class       Rating            Rating
              To                From

  Atlantes Mortgage No.1 PLC
  EUR500 Million Mortgage-Backed Floating-Rate Notes
  Rating Raised and Removed From CreditWatch Positive

  A           AA- (sf)           A+ (sf)

  Ratings Raised

  B           BBB- (sf)          B (sf)
  C           BB- (sf)           B- (sf)

  Rating Affirmed
  D           B- (sf)



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


CB PREODOLENIE: Put on Provisional Administration
-------------------------------------------------
The Bank of Russia, by Order No. OD-3610, dated December 22, 2017,
revoked the banking license of the Moscow-based credit institution
limited liability company Commercial Bank PREODOLENIE, or CB
PREODOLENIE (Registration No. 2649) from December 22, 2017,
according to the press service of the Central Bank of Russia.

According to the financial statements, as of December 1, 2017, the
credit institution ranked 436th by assets in the Russian banking
system.

The operations of CB PREODOLENIE were found to be non-compliant
with the law and Bank of Russia regulations on countering the
legalisation (laundering) of criminally obtained incomes and the
financing of terrorism with regard to the timely provision of
information and credible notification of the authorised body about
operations subject to obligatory control.  The supervisory action
on the bank's activities established "shadow" currency exchange
operations which were not recorded in statements submitted to the
Bank of Russia.

The management and owners of the bank failed to take any effective
measures to normalise its activities.  Under the circumstances the
Bank of Russia took the decision to withdraw CB PREODOLENIE from
the banking services market.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's failure
to comply with federal banking laws and Bank of Russia
regulations, repeated violations within a year of Bank of Russia
requirements stipulated by Article 6 and 7 (excluding Clause 3 of
Article 7) of the Federal Law "On Countering the Legalisation
(Laundering) of Criminally Obtained Incomes and the Financing of
Terrorism" as well as Bank of Russia regulations issued in
accordance with the said law and repeated application, within one
year, of the measures stipulated by the Federal Law "On the
Central Bank of the Russian Federation (Bank of Russia)", taking
into account a real threat to the interests of creditors.

Following banking license revocation, in accordance with Bank of
Russia Order No. AD-3610, dated December 22, 2017, CB
PREODOLENIE's professional securities market participant licence
was revoked.

The Bank of Russia, by its Order No. OD-3611, dated December 22,
2017, appointed a provisional administration to CB PREODOLENIE for
the period until the appointment of a receiver pursuant to the
Federal Law "On Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking Activities".
In accordance with federal laws, the powers of the credit
institution's executive bodies have been suspended.

CB PREODOLENIE is a member of the deposit insurance system.  The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  The said Federal
Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than a total of RUR1.4
million per depositor.


CREDIT BANK: Fitch Cuts Perpetual Securities Rating to CCC
----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Credit Bank of Moscow (CBM) at 'BB-' with a Stable
Outlook and its senior debt at 'BB-'. At the same time, the agency
has downgraded CBM's Viability Rating (VR) to 'b+' from 'bb-', its
subordinated debt to 'B' from 'B+' and its perpetual securities to
'CCC' from 'B-'.

The affirmation of CBM's IDRs at 'BB-', one notch higher than the
bank's VR, reflects Fitch's view that the risk of default on
senior obligations (the reference obligations which IDRs rate to)
is lower than the risk of the bank needing to impose losses on
subordinated obligations to restore its viability (which the VR
rates to).

This is due to the large volume of junior debt (the additional
Tier 1 perpetual and the Tier 2 subordinated debt), which
currently amounts to around 13% of end-3Q17 IFRS risk-weighted
assets (RWAs) and could be used to restore solvency and protect
senior debt holders in case of a material capital shortfall at the
bank.

The downgrade of CBM's VR to 'b+' from 'bb-' reflects a moderate
increase in Fitch's assessment of the volume of potentially risky
asset exposures -- driven in part by Fitch now considering some
exposures more risky than before and in part by new net
issuance -- and a reassessment of the appropriate rating level
given the volume of these exposures.

As a result, Fitch now considers both asset quality and core
capitalisation more vulnerable than before, and Fitch has lowered
its assessments of the bank's company profile, corporate
governance and risk appetite given significant volumes of
relationship lending. Profitability and funding remain relative
rating strengths.

KEY RATING DRIVERS

CBM reported low NPLs (non-performing loans, 90+ days overdue) of
2% at end-3Q17, which were fully covered by reserves. However,
Fitch identified a large volume of potentially risky assets --
RUB149 billion net of reserves, or 1.1x of end-3Q17 Fitch Core
Capital (FCC) adjusted for the RUB14 billion raised during the SPO
in October 2017 -- which could be a source of impairment in the
future. These moderately increased from the previous assessment of
RUB127 billion (1.2x of FCC) based on end-1Q17 figures.

These potentially risky exposures include:

- RUB39 billion (29% of FCC) of loan and guarantee exposures to a
pharmacy company, in which the bank's majority shareholder is a
minority equity investor, and to which the bank is the largest
creditor. This exposure increased moderately by RUB18 billion
compared to the previous review, due to the inclusion of the
guarantees in the calculation and new loan issuance. Risks stem
from the borrower's weak financial position.

- RUB25 billion (19% of FCC) of related-party construction loans.
These increased by RUB8 billion. The construction projects are
early stage, although the risks are mitigated by the companies'
record of successful development.

- RUB75 billion (56% of FCC) of large corporate loans to
borrowers with high leverage or weak financial performance, of
which RUB27 billion are not past due but impaired. The volume has
increased by RUB38 billion since the previous review, mainly due
to a reassessment of some exposures. The bank has some hard
collateral against some of these exposures, which mitigates the
risk, although its repossession and sale could be challenging. CBM
says RUB5 billion of this total amount will be repaid by end-2017.

- RUB6 billion (5% of FCC) of weak reverse repo exposures with
high counterparty risks and weak collateral with limited
discounts. These decreased by RUB24 billion.

- RUB5 billion (4% of FCC) of less liquid bonds. These, together
with some high-risk interbank exposures seen previously, decreased
by RUB17 billion.

The risks relating to the above exposures are mitigated by CBM's
robust pre-impairment profit, which was RUB44 billion in 2016 and
RUB31 billion in 9M17 (equal to 6% of average gross loans,
annualised). This is sufficient to cover about 30% of the above-
mentioned risky assets on an annual basis. Assuming a 50% stress
on the risky assets it would therefore require between 1.5 and 2
years to reserve them sufficiently.

The equity cushion is only moderate and able to absorb a small
amount of extra losses. CBM's end-3Q17 FCC ratio, adjusted for the
SPO, was 12% (10.7% reported at end-3Q17). The regulatory core
Tier 1 ratio at end-10M17 (post-SPO) was a lower 8.5% (due to
higher loan provisioning in the local accounts), preserving only a
moderate 1.5% margin over the required minimum level for 2018
(7.025%, including the buffers for systemic importance and capital
conservation).

However, the bank's capital is bolstered by a large junior debt
cushion, including additional Tier 1 and loss-absorbing Tier 2
subordinated debt, which are together equal to RUB145 billion or
13% of RWAs. This is virtually sufficient to fully cover the above
potentially risky exposures in the worst-case scenario when large
losses need to be recognised before the bank is able to absorb
them through profits.

Fitch also considers significant 1.5x double leverage at the level
of the bank's holding company, Concern ROSSIUM, which also holds
stakes in non-financial businesses, as a contingent risk. The
holdco's investments in subsidiaries exceeded its own equity at
end-3Q17 by RUB50 billion, of which RUB30 billion was financed by
long-term debt and RUB20 billion by short-term liabilities. The
latter need to be constantly refinanced to avoid upstreaming
liquidity and/or dividends from the bank, which is the holdco's
main cash-generating asset. However, the bank's majority
shareholder holds some of the holdco's debt, which reduces risks
relating to the double leverage.

Liquidity risks are limited, despite a high funding concentration,
as this lumpy funding is placed in related asset exposures, most
of which are rather liquid. CBM's liquidity buffer at end-3Q17
(comprising cash and equivalents, short-term interbank and
unencumbered on-balance-sheet securities repo-able with the
central bank) provided 41% coverage of customer funding net of the
largest customer. Net of wholesale funding facilities maturing in
4Q17-1H18, the liquidity buffer covered customer deposits by a
still good 29%.

There were no significant changes in liquidity coverage between
end-3Q17 and the first half of December. In Fitch's view, CBM's
liquidity position is sound, and the bank is relatively well
placed to withstand any market volatility connected with the
temporary administration imposed on 15 December on another Russian
bank, Promsvyazbank (not rated by Fitch).

SUPPORT RATING AND SUPPORT RATING FLOOR

The upgrade of the Support Rating to '4' from '5' and the revision
of the Support Rating Floor to 'B' from 'No Floor' reflect Fitch's
view that there is now a moderate probability of support from the
Russian authorities, given CBM's moderate franchise and its
recently acquired status of a systemically important bank, as well
as the recent track record of state support being provided to two
failed systemic banks without losses being imposed on their senior
creditors.

DEBT RATINGS

CBM's senior unsecured debt is rated in line with the bank's Long-
Term IDRs.

The ratings of the bank's subordinated and Tier 1 instruments have
been downgraded in line with the VR. The bank's subordinated debt
rating is notched down once from the bank's VR. This incorporates
zero notches for incremental non-performance risk and one notch
for below-average expected recoveries in case of default.

The rating of CBM's perpetual additional Tier 1 notes is three
notches below the bank's VR. The notching reflects: incremental
non-performance risk relative to the bank's VR due to the option
to cancel coupon payments at CBM's discretion; and likely high
loss severity in case of non-performance due to the instrument's
deep subordination.

Fitch is withdrawing the 'BB-(exp)' senior debt rating as the debt
issuance is no longer expected to convert to final ratings.

RATING SENSITIVITIES

Upgrades of CBM's ratings would require a marked improvement in
its asset quality and a strengthening of capitalisation through
reduced exposure to risky assets, higher core capital ratios
and/or reduced risks stemming from double leverage at the holdco
level.

Negative rating pressure may stem from further asset quality
deterioration resulting in material capital erosion or a
significant liquidity squeeze.

The Long-Term IDR and senior debt ratings may be downgraded to the
level of the VR if the coverage of the bank's risky asset
exposures by its junior debt decreases significantly, increasing
the risk of losses for senior creditors in case of the bank's
failure.

CBM's subordinated and perpetual additional Tier 1 instrument
ratings are primarily sensitive to any change in the bank's VR.
The Rating Watch Positive on the rating of the perpetual notes
reflects the possibility that it will be upgraded to 'CCC+' from
'CCC' following the finalisation of Fitch's revised Bank Rating
Criteria, the Exposure Draft of which was published on 13 December
2017. The Exposure Draft envisages the use of '+' and '-'
modifiers for 'CCC' ratings.

The rating actions are as follows:

Credit Bank of Moscow

Long-Term Foreign- and Local-Currency IDRs: affirmed at 'BB-',
  Outlooks Stable
Short-Term Foreign-Currency IDR: affirmed at 'B'
Viability Rating: downgraded to 'b+' from 'bb-'
Support Rating: upgraded to '4' from '5'
Support Rating Floor: revised to 'B' from 'No Floor'
Senior unsecured debt: affirmed at 'BB-'
Senior unsecured debt: 'BB-(exp)'; withdrawn

CBOM Finance Plc (Ireland)

Senior unsecured debt: affirmed at 'BB-'
Subordinated debt: downgraded to 'B' from 'B+'
Hybrid capital instrument: downgraded to 'CCC' from 'B-', placed
  on Rating Watch Positive



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


EMPARK APARCAMIENTOS: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------------------
S&P Global Ratings affirmed and withdrew its 'BB' long-term
corporate credit rating and issue rating on Spanish-based car park
operator Empark Aparcamientos y Servicios (Empark). The outlook
was stable at the time of the withdrawal.

MEIF 5 Arena Holdings' acquisition of Empark has completed and the
EUR385 million notes have been redeemed via the proceeds of the
EUR475 million new notes issued in the context of the acquisition.

The withdrawal follows the issuer's request to assign a rating to
MEIF 5 Arena Holdings, which fully owns Empark.


FONCAIXA FTGENCAT 4: Moody's Affirms C Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded six tranches in two Spanish
ABS SME transactions, FONCAIXA FTGENCAT 4, FTA and FONCAIXA
FTGENCAT 5, FTA. The rating action reflects the increased levels
of credit enhancement for the notes, as a result of the
deleveraging of the transactions following repayment of the
underlying collateral.

Issuer: FONCAIXA FTGENCAT 4, FTA

-- EUR326M Class A (G) Notes, Affirmed Aa2 (sf); previously on
    Mar 10, 2017 Upgraded to Aa2 (sf)

-- EUR9.6M Class B Notes, Upgraded to A1 (sf); previously on Mar
    10, 2017 Upgraded to A2 (sf)

-- EUR7.2M Class C Notes, Upgraded to Baa2 (sf); previously on
    Mar 10, 2017 Upgraded to Ba1 (sf)

-- EUR6M Class D Notes, Upgraded to Ba3 (sf); previously on Mar
    10, 2017 Upgraded to B2 (sf)

-- EUR6M Class E Notes, Affirmed C (sf); previously on Jul 17,
    2006 Definitive Rating Assigned C (sf)

Issuer: FONCAIXA FTGENCAT 5, FTA

-- EUR449.4M Class A (G) Notes, Upgraded to Aa2 (sf); previously
    on Mar 10, 2017 Upgraded to A1 (sf)

-- EUR21M Class B Notes, Upgraded to Baa1 (sf); previously on
    Mar 10, 2017 Upgraded to Ba1 (sf)

-- EUR16.5M Class C Notes, Upgraded to Ba3 (sf); previously on
    Mar 10, 2017 Upgraded to B3 (sf)

-- EUR26.5M Class D Notes, Affirmed C (sf); previously on
    Nov 27, 2007 Definitive Rating Assigned C (sf)

FONCAIXA FTGENCAT 4, FTA and FONCAIXA FTGENCAT 5, FTA are static
cash securitizations of SME loan receivables originated by
CaixaBank, S.A. (Baa2/P-2) and granted to the small and medium-
sized enterprises (SME) domiciled in Spain.

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in an
increase in credit enhancement for the affected tranches.

Sequential amortization and non-amortising reserve funds led to
the increase in the credit enhancement available in both
transactions.

For instance, the credit enhancement of the class B notes now
increased to 18.26% from 15.19% in March 2017 in FONCAIXA FTGENCAT
4, FTA. The credit enhancement of the class A (G) notes now
increased to 24.42% from 20.71% in March 2017 in FONCAIXA FTGENCAT
5.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of both transactions has continued to be stable
over the past year.

In Foncaixa FTGENCAT 4, FTA, total delinquencies with 90 days plus
arrears currently stand at 4.52% of current pool balance, compared
to 5.03% a year ago.

In Foncaixa FTGENCAT 5, FTA, total delinquencies with 90 days plus
arrears currently stand at 6.49% of current pool balance, compared
to 4.94% a year ago.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the transactions
and other mitigants support continuity of notes payments, in case
of servicer default, using the CR Assessment as a reference point
for servicers. Moody's also assessed the default probability of
the account bank providers by referencing the bank's deposit
rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they
were to become unhedged following a swap counterparty default by
using CR Assessment as reference point for swap counterparties.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in August 2017.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure, (3) improvements in the credit quality of the
transaction counterparties, and (4) reduction in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) performance of the underlying collateral that
is worse than Moody's expected, (2) deterioration in the notes'
available credit enhancement, (3) deterioration in the credit
quality of the transaction counterparties, and (4) an increase in
sovereign risk.


MEIF 5 ARENA: S&P Assigns 'BB' CCR on Empark Acquisition
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term corporate credit
rating to MEIF 5 Arena Holdings, which completed the acquisition
of the Spanish-based car park operator Empark Aparcamientos y
Servicios (Empark). The outlook is stable.

S&P said, "At the same time, we assigned our 'BB' issue rating to
the EUR475 million senior secured notes (including EUR350 million
senior secured 2.875% fixed-rate notes due 2024 and EUR125 million
senior secured floating-rate notes due 2023) with a recovery
rating of '4', indicating our expectation of average (30%-50%;
rounded estimate: 30%) recovery prospects for bondholders in the
event of payment default.

"The rating reflects our view of the strengths of the
predominantly concession-based car park business that MEIF 5 Arena
Holdings attained when it acquired Empark, combined with the
relatively high amount of debt needed to refinance Empark's
existing notes and co-finance the transaction."

MEIF 5 Arena Holdings was successfully able to place the proposed
EUR475 million senior secured notes in the form of EUR350 million
2.875% senior secured fixed-rate notes due 2024 and EUR125 million
senior secured floating-rate notes due 2023 at interest rate of
2.75% plus three-month EURIBOR (with a 0% floor). Additionally,
MEIF 5 Arena Holdings was able to get access to the new revolving
credit facility (RCF) of EUR75 million at an interest rate of
EURIBOR (with a 0% floor) plus a margin of 1.9% per year. The
company was able to issue the notes at better financial conditions
that S&P assumed (interest rate of 3.5%) but without materially
affecting our credit metrics.

S&P said, "We do not expect the new corporate structure to
interfere with Empark's ability to maintain its market leadership
in the Iberian Peninsula because we anticipate key operational and
management staff will remain in place. However, we view the new
shareholders' ability to establish and maintain successful
relationships with local municipalities as key to ensuring
concession renewals and portfolio growth. We have therefore not
revised our latest operational forecasts for Empark, which we
consider to be a core subsidiary of MEIF 5 Arena Holdings, and we
expect the company to continue delivering business growth
supported by favorable macroeconomic conditions in the Iberian
Peninsula and limited concession maturities."

MEIF 5 Arena Holdings has issued EUR475 million new senior secured
notes to refinance Empark's existing EUR385 million senior secured
notes due in 2019 and to repay other debt (about EUR30 million-
EUR40 million). Overall, the total amount of additional gross debt
compared with Empark's existing financial debt is relatively small
(about EUR55 million-EUR65 million) and we expect the company's
funds from operations (FFO) to debt to remain comfortably above 8%
over the next two years given current relatively favorable
interest rates. S&P said, "However, we expect adjusted debt to
EBITDA to increase to close to 7.5x as a combination of additional
debt and dividend distributions. This limits the group's ability
to deleverage, but we understand that the dividend distributions
are flexible and dependent on business conditions--in particular
the acquisition of new business to replace expiring contracts--and
that shareholders are committed to maintaining leverage at or
below 7.5x."

S&P said, "We view the EUR287 million shareholder loan injected in
the proposed new capital structure as equity. The equity treatment
reflects our view of Macquarie Infrastructure and Real Estate
Assets as an infrastructure fund with a relatively long investment
horizon as well as the features of the loan: it matures one year
later than the newly issued senior secured notes; it is
contractually subordinated against any senior debt; and is not
transferrable unless the company's shares are sold. We also note
that there are no events of default or acceleration of repayment,
which supports the equity treatment. Finally, we anticipate that
the company will not prepay the shareholder loan unless the
majority of creditors approve it."

S&P's base-case scenario assumes:

-- Annual revenue growth of about 3.0%-3.5% in 2017 and 2.3%-
    2.8% in 2018, driven by Spanish and Portuguese GDP and
    consumer price index increases, as well as limited concession
    maturities;

-- Stable adjusted EBITDA margin at about 35%-36%;

-- Capital expenditures (capex) of about EUR28 million and EUR25
    million in 2017 and 2018, respectively; and

-- EUR30 million-EUR40 million dividend distributions per year.

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

-- FFO to debt of 8.5%-9.0% in 2017-2018 (excluding the effect
    of one-off transaction costs in 2017);

-- Debt to EBITDA of 7.5x-7.7x in 2017-2018; and

-- FFO cash interest coverage of 3.0x-4.0x in 2017 and 2018.

S&P said, "The stable outlook reflects our base-case expectations
that MEIF 5 Arena Holdings will be able to maintain adjusted FFO
to debt above 8% and its adjusted debt to EBITDA will increase to
close to, but not exceeding, 7.5x over the next 12 months. The
rating headroom is therefore limited, but we expect the owners to
calibrate dividend distributions to maintain these metrics and to
deliver business growth supported by favorable macroeconomic
conditions in the Iberian Peninsula.

"We could take a negative rating action on MEIF 5 Arena Holdings
if its debt to EBITDA increased above 7.5x. We expect this could
materialize if the shareholder's financial policy increased
dividend distributions by more than we anticipate. We could also
take a negative rating action if the company's FFO to debt
declined, trending toward 7%. We expect this would likely result
from a decline in the company's EBITDA as a result of
deteriorating macroeconomic conditions in the Iberian Peninsula or
the new shareholders' inability to renew concessions and expand
the portfolio.

"We consider an upgrade unlikely given the limited rating headroom
in respect to leverage, and the uncertainty of the dividend policy
in the case of unforeseen growth in the car park business. We
could take a positive rating action if the company were able to
increase its FFO to debt above 9%, while maintaining its debt to
EBITDA below 6.0x."



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


BARRY CALLEBAUT: S&P Alters Outlook to Pos. & Affirms 'BB+' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Swiss chocolate producer
Barry Callebaut AG to positive from stable. At the same time, S&P
affirmed its 'BB+' long-term corporate credit rating on Barry
Callebaut.

S&P said, "We also affirmed our 'BB+' rating on the company's
senior unsecured debt. The recovery is unchanged at '4', with a
rounded estimate of recovery expectation of 40% in the event of
default.

"The outlook revision reflects our expectation that Barry
Callebaut's S&P Global Ratings-adjusted debt on EBITDA will remain
2.5x-3.0x, and that it will continue to post positive
discretionary cash flow generation going forward. In our view, the
company has demonstrated a good track record of converting cash
flows thanks to its constant focus on working capital
optimization."

During the financial year ending in August 2017, Barry Callebaut
posted profitable volume growth of 4.4%, well above the flat
growth reported for the chocolate industry as whole. The company
also completed the voluntary phasing out of less-profitable
contracts in the global cocoa division, and started to ramp up its
recent strategic partnerships with GarudaFood (Indonesia) and to
extend its agreement with Mondelez International (Belgium).

Its operating performance also benefits from external factors such
as the lower cocoa bean price; this has helped it to maintain cash
flow conversion and profitability level.

The group's business risk profile is supported by its leadership
position in the global chocolate and cocoa market, where it has a
market share of about 40% in the industrial chocolate market and a
demonstrated ability to grow faster than the industry.

The company has long-term relationships with a diversified base of
multinational and national branded food manufacturers that gives
stability to its operating performance. Barry Callebaut also
experiences very low volatility in terms of margins, thanks to its
effective cost plus pricing mechanism, which helps it pass the
changing cost of raw materials on to its customers.

That said, the lower profitability of the global cocoa segment,
which comprises 23% of Barry Callebaut's total sales volume,
weighs on its profitability. S&P assumes the company will post a
total EBITDA margin e of 9%-10% over 2018-2020.

The company is also exposed to volatile agribusiness raw material
prices and this could materially affect its cash flow conversion.

S&P said, "Our assessment of Barry Callebaut's financial risk
profile reflects our estimate that adjusted debt to EBITDA will
remain about 2.5x-3.0x over the next two years. Under our base
case, we forecast that the company will gradually reduce its
leverage, mainly through a moderate strengthening in its EBITDA
and recurring positive cash flow generation."

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

-- Revenue growth of 2%-4% for FY2018 and FY2019, mainly derived
    from further penetration in emerging markets, contributions
    from the recent acquisitions, and product innovation. Modest
    and gradual improvements in profitability, with reported
    EBITDA margins of 9.5%-10.0% following the phasing out of
    less-profitable contracts and higher contributions from the
    specialties and gourmet markets.

-- Annual capital expenditure (capex) of about Swiss franc (CHF)
    240 million-CHF230 million, including expansion and
    maintenance during 2018 and 2019. Acquisition spending for
    recently closed acquisitions (D'Orsogna and Gertrude) and no
    further material acquisitions going forward.

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

-- Adjusted debt to EBITDA of 2.5x-3.0x over the next two years.

-- Adjusted discretionary cash flows to debt of 4%-6% over 2018-
    2019.

S&P said, "The positive outlook reflects our expectation that the
company will continue to outperform the industry in growth terms,
and will maintain an S&P Global Ratings-adjusted debt to EBITDA of
2.5x-3.0x over the next 18-24 months. We anticipate that Barry
Callebaut's profitability will improve further thanks to a higher
contribution from the specialties and gourmet division and the
phasing-out of less-profitable contracts in the global cocoa
division.

"We could upgrade the company by one notch if Barry Callebaut
continues to demonstrate a positive track record of cash
conversion, for example, through structurally lower working
capital requirements. An upgrade would also require commitment
from the company to maintain a financial policy in line with an
investment-grade rating.

"We could revise the outlook to stable if the company reports
deterioration in its operating performance, due, for example, to
shrinking volumes or strong competition on prices; or if the
effect of negative working capital, large acquisitions, and
significant shareholder distribution lead to structurally negative
cash flow generation."



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


CHERRY ORCHARD: Port Erin Loses GBP1,900 in Collapse
----------------------------------------------------
Mel Wright at IOMToday reports that the local authority in Port
Erin has lost GBP1,900 in the collapse of Cherry Orchard
Apartments Ltd (COA).

Several weeks ago, the complex announced COA (including Chequers
bar, restaurant and function operations, holiday lets and the time
share business), was insolvent and in liquidation, IOMToday
relates.

However, Cherry Orchard Management Ltd, which manages the other
area of the complex -- the flats -- is solvent, IOMToday notes.

In total, 37 creditors could be left out of pocket to the tune of
GBP845,000, IOMToday discloses.

According to IOMToday, at a recent meeting, local authority clerk
Jason Roberts told commissioners the chances of reclaiming the
sum, which is for unpaid commercial waste collection charges, is
"'not great' they are highly unlikely to raise the funds".

Adrian Tinkler, as cited by IOMToday, said the way the companies
are structured protects the assets from creditors and that this is
"unfortunate, it is not the best way for business to be run."


DAILY MAIL: S&P Cuts CCRs to 'BB+/B' on Declining Profitability
---------------------------------------------------------------
S&P Global Ratings said that it lowered its long- and short-term
corporate credit ratings on U.K.-based media group Daily Mail &
General Trust PLC (DMGT) to 'BB+/B' from 'BBB-/A-3'. The outlook
is stable.

S&P said, "At the same time, we lowered our long-term issue rating
on DMGT's senior unsecured bonds to 'BB+' from 'BBB-'. The
recovery rating on the senior unsecured debt is '3', indicating
our expectation of meaningful recovery prospects (50%-70%; rounded
estimate 65%) in the event of a payment default.

"The downgrade reflects our view of DMGT's decreasing earnings and
lower forecast EBITDA margin, as well as our view that the group's
recently improved credit metrics may not be sustainable as the
group transitions through its strategic plan in fiscal year (FY)
2018 (ending Sept. 30).

"We forecast that DMGT's S&P Global Ratings-adjusted EBITDA margin
will now stabilize in the mid-teens in the next 24 months, lower
than our prior forecast of 17%-18%. This is in large part owing to
the reduction of DMGT's shareholding in high-margin Euromoney
Institutional Investor PLC to a nonmajority stake (49%). We
anticipate further pressure on the group's operating divisions, in
particular in the print newspaper segment, which is in secular
decline, and in DMG Information. We also forecast higher
centralized corporate costs in FY 2018."

In January, DMGT reduced its shareholding in Euromoney to
approximately 49% from 67.9%. As a result, Euromoney has been
deconsolidated and is now accounted for as an associate interest.
Euromoney contributed 21% of the group's revenues and 31% of its
operating profit (before allocation of corporate costs) in FY
2016. In addition, Euromoney previously contributed about 33% of
revenues and 41% of operating profit (before allocation of
corporate costs) to DMGT's business-to-business (B2B) activities,
while subscriptions accounted for about 60% of Euromoney's total
revenues.

S&P said, "Following the divestment of Euromoney, DMGT has a
greater exposure to business-to-consumer (B2C) revenues and
earnings, which we generally view as more volatile than B2B
revenues. We estimate the media division will generate around 35%
of operating profits (before corporate costs) in FY 2018, while
its print newspaper activities are in long-term decline.

"Our base-case forecasts previously assumed greater resilience and
earnings contributions from DMGT's B2B portfolio of operations. In
the DMG Information segment, Genscape and Landmark are facing
difficult trading conditions -- with the solar segment a
particular drag on Genscape's performance and lower U.K.
transactional volumes and mortgage approvals affecting Landmark.
In addition, the group announced on Dec. 15 that its real estate
data business Xceligent has filed for chapter 7 liquidation in the
U.S. We consider that DMGT's underlying earnings could benefit
from the potential decrease in operating losses and capital
expenditure (capex) associated with the prior expansion plans of
the division, post cash closure costs.

"We understand that the establishing of RMS(one), the enterprise
risk modeling platform of DMGT's catastrophe risk modeling
company, RMS, is progressing in line with recent company plans.
Clients are currently in the testing and integration phase. At the
end of FY 2017, more than 12 customers are reported to be using
the RMS(one) platform, with plans for further client adoption of
the platform in FY 2018. We anticipate low-single-digit revenue
growth for the division in FY 2018."

In the DMG Events division, underlying revenue growth of about 3%
is somewhat below average in the broader events industry (although
statutory reported growth is 11%). S&P said, "We understand this
is due to some weakness in shows exposed to energy markets,
particularly in North America and also in the Middle East. We
expect marginally lower earnings from DMG Events in FY 2018
because the Gastech exhibition is expected to be a smaller event
due to its Barcelona location."

DMGT's core newspaper titles continue to enjoy leading market
positions. The Daily Mail holds a 22%-24% share of the U.K. paid-
for daily newspaper market in terms of volume. That said, DMGT
remains exposed to the cyclical and structurally changing U.K.
advertising market. S&P said, "We expect further earnings declines
in the DMGT media division in FY 2018. Management anticipates a
mid-single-digit revenue decline in the division, with declines in
both circulation and print advertising, and the digital MailOnline
title being profitable for the full year."

S&P said, "We continue to take a positive view of DMGT's equity
stakes in Euromoney and Zoopla, both FTSE-listed companies. These
holdings are key sources of financial flexibility for DMGT, which
it could use to offset some pressure on free cash flow, strengthen
metrics by repaying debt, or ultimately as capital support for
mergers or acquisitions (M&A)."

In addition, DMGT's adjusted debt-to-EBITDA leverage reduced to
2.7x in FY 2017, outperforming our prior forecast (3.0x-3.5x).
This was driven by debt repayment from Euromoney cash proceeds and
free cash flows. It also reflects lower S&P Global Ratings
adjustments to group debt. Pensions are now in surplus on a
combined plan basis (compared with a deficit of above GBP200
million in FY 2016) and the group also has lower deferred
consideration and put option liabilities, partly due to payment
and partly revaluation. S&P said, "However, we believe that there
remains potential for volatility in the group's credit metrics due
to possible M&A activity and changes in our debt adjustments, such
as the pension surplus. We also believe the proceeds of potential
future asset sales may not be used solely for debt reduction, such
as shareholder returns or further growth initiatives, which could
also affect credit metrics. We understand that the group is
transitioning in FY 2018 to meet its new strategic plans."

S&P said, "We estimate that DMGT will generate about GBP205
million-GBP225 million adjusted EBITDA in FY 2018. We expect DMGT
to continue incurring some restructuring costs and other
exceptional items, particularly in its print media division,
although reduced from about GBP43 million in FY 2017. We also note
that the group is forecasting higher centralized corporate costs
of about GBP45 million to strengthen central functions, such as in
strategy, technology, and the monitoring and review of its
businesses. We expect capitalized development costs to decline to
about GBP45 million-GBP50 million in FY 2018 from GBP57 million in
FY 2017, as DMGT will reduce total capex.

"In FY 2018, we expect a further decline in leverage to 2.3x-2.8x.
However, we view our forecasts as particularly sensitive to
earnings stability, the level of cash disposal proceeds, M&A
activity, and any movement in adjustment items such as pensions."

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

-- GDP growth of 2.1% in the U.S., 0.9% in the U.K., and about
    1.8% in the eurozone in 2018.

-- Revenues to remain uncorrelated to economic growth due to a
    mix of operations, with both declining revenue trends in
    print newspapers and generally more stable revenues at
    faster-growing operations, such as RMS and DMG Events.

-- S&P forecasts a blended 6%-9% group reported revenue decline
    in 2018 from GBP1,564 million reported in 2017, which
    reflects lower revenue at the media division, the impact from
    disposals, and closure of Xceligent.

-- S&P Global Ratings-adjusted EBITDA margins of about 14%-15%
    in FY 2018 compared with 14.5% in FY 2017.

-- S&P forecasts capex will be GBP60 million-GBP70 million, as
    lower overall capex is required post disposals (such as
    Hobsons Admissions) and closures (such as Xceligent).

-- Cash disposal proceeds to be used to repay debt. Free
    operating cash flow of about GBP100 million-GBP130 million.

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

-- Adjusted debt to EBITDA around 2.3x-2.8x in FY 2018; and

-- Discretionary cash flow of between GBP30 million-GBP50
    million.

S&P said, "The stable outlook reflects our view that DMGT's
adjusted earnings will decline in FY 2018 and that the group's
adjusted EBITDA margin will remain in the mid-teens. We forecast
adjusted debt-to-EBITDA of below 3x for the next 12 months, absent
any sizable acquisitions or shareholder returns.

"We could downgrade DMGT if credit measures weakened, such as
adjusted net debt to EBITDA increasing sustainably above 4x. We
could also lower the rating if we anticipated a material
deterioration in cash flows. Additionally, we could lower the
rating if DMGT further reduces its stakes in Euromoney or Zoopla
and does not use the proceeds for debt reduction or if the group
undertook material debt-funded M&A.

"We could raise the rating if DMGT were to demonstrate a
sustainable track record of improving earnings and margins--in
particular, the EBITDA adjusted margin sustainably increasing
above 15%. We could also raise the rating if we considered that
adjusted metrics would remain firmly anchored below 3x on a
sustainable basis. Any upside would hinge on the company's track
record of sustainably improving its performance and consistently
applying the full proceeds of assets sale to debt reduction."


DOUBLEPLAY I: S&P Cuts Corporate Credit Rating to 'B-'
------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on Doubleplay I Ltd., the holding company of U.K.-based out-of-
home (OOH) advertising group Exterion Media, to 'B-' from 'B'.

S&P said, "At the same time, we lowered to 'B-' from 'B' our long-
term issue ratings on the group's GBP150 million senior secured
six-year term loan B and the GBP40 million multicurrency, five-
year revolving credit facility (RCF). The '3' recovery rating on
these instruments is unchanged, reflecting our expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 65%) in
the event of default.

"We placed all the ratings on CreditWatch with negative
implications.

"The downgrade reflects our opinion that Exterion's operating
performance will remain under pressure, limiting its ability to
grow its earnings and generate free operating cash flow (FOCF),
against the backdrop of challenging macroeconomic conditions in
several of its key markets, particularly the U.K. In turn, we
expect the group's headroom under its financial maintenance
covenants will continue to decline as the requisite test levels
step down through 2018.

"The OOH advertising market has historically exaggerated peaks and
troughs in business cycles. Moreover, with the U.K. contributing
most of Exterion's revenues in the year to date, we think the
group's relatively small overall scale of operations and limited
geographic diversification leave it exposed to a further slowdown
in U.K. real GDP and private consumption growth. Tough conditions
in the group's main international markets -- particularly in
France and to some extent The Netherlands -- have also reduced
volumes on a constant-currency basis. We do not expect significant
growth in the group's international revenues in the next 12
months."

Furthermore, with Exterion's rollout of its U.K. digital assets --
the primary source of growth in U.K. advertising spend -- behind
that of key competitors, the group has experienced a decline in
volumes with several U.K. specialists. The decrease suggests that
the group's ability to maintain a competitive pricing and rebate
architecture for its somewhat commoditized, nondigital, and non-
London Underground assets (such as billboards and transit) may be
lower than S&P previously expected.

That said, there have been signs of a moderate rebound of
performance in France in the past couple months, while
profitability has improved in Spain and the Netherlands. These
factors mean trading through November was stronger this year than
the same period last year, with year-to-date sales down 2.3% on
the prior year (versus a 3.0% decrease at the end of September).
In addition, reported international profitability was up by around
25% at constant currency. Still, these signals are not strong
enough to maintain its 'B' rating on Exterion, given the stiffer
competition, the loss of business with several specialists, and
the broader economic environment.

S&P said, "The CreditWatch placement reflects the possibility that
we could lower our rating in the next three months, by one or more
notches, if Exterion fails to address the tightening headroom
under its financial maintenance covenant. We could also lower the
rating if we anticipated that the group's operating performance
could fall short of our current expectations, calling into
question the long-term sustainability of the business model and
the capital structure."


LEHMAN BROTHERS: GBP1.2BB Taxes Expected to Be Paid on Surplus
--------------------------------------------------------------
Kaye Wiggins at Bloomberg News reports that a London appeals court
ruling means administrators for Lehman Brothers' European
subsidiary may have to pay as much as GBP1.2 billion in taxes on a
surplus built up since the investment bank collapsed a decade ago.

Court of Appeal Judges Elizabeth Gloster, Nicholas Patten and
David Richards on Dec. 19 overturned a previous ruling
that Lehman Brothers International Europe administrators don't
have to deduct basic rate income tax at source from
interest payments to creditors, Bloomberg relates.

The company has been in administration since Sept. 2008 and has a
"substantial surplus" estimated at between GBP6.6 billion and
GBP7.8 billion, according to the judgment, Bloomberg notes.

According to Bloomberg, the judges said the surplus will be used
to pay interest to creditors.  The administrators estimate the
total interest is worth about GBP5 billion, Bloomberg states.

"We continue preparations to make a distribution from the LBIE
interest surplus -- which stands at more than GBP5 billion.  We
are considering what guidance to issue for creditors as regards
the impact of this judgment and will update creditors in the new
year," Bloomberg quotes Russell Downs -- russell.downs@uk.pwc.com
-- LBIE joint administrator and PwC partner, as saying.

Mr. Downs, as cited by Bloomberg, said payments are still on hold
from the surplus because of other litigation.

The case is Lomas & Ors v Commissioners for Her Majesty's Revenue
& Customs, Court of Appeal, Case No. A2/2016/4109

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008.  Lehman's
bankruptcy petition disclosed US$639 billion in assets and US$613
billion in debts, effectively making the firm's bankruptcy filing
the largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were assigned to Judge James M.
Peck.  Judge Shelley Chapman took over the case after Judge Peck
retired from the bench to join Morrison & Foerster.

A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI.  He is represented by
Hughes Hubbard & Reed LLP.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

                          *     *     *

In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012.  The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar.  Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.


PIONEER HOLDING: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a definitive B3 corporate
family rating (CFR) to Pioneer Holding LLC and a definitive Caa1
rating to the $280 million senior secured bond. Concurrently,
Moody's has also assigned a B3-PD probability of default rating
(PDR). The outlook on all ratings is stable.

RATINGS RATIONALE

Moody's has assigned definitive ratings to the CFR of Pattonair
and its debt obligations because the company has now completed its
$280 million USD bond issuance and the final terms and conditions
were consistent with Moody's expectations when it assigned
provisional ratings on October 10, 2017.

Moody's has also reviewed the first half unaudited financials to
September 30, 2017 (H1-18). The operating performance is in line
with the agency's original expectations. The working capital
build-up in H1-18 was higher than Moody's expected and will not
reverse by the fiscal year-end but because the outflows occurred
before the transaction closed, Moody's understand from the company
that this will not change Moody's assumptions regarding the
company's starting cash position or ABL draw.

OUTLOOK

The stable outlook reflects Moody's expectation that the favorable
outlook for the Aerospace and Defense industry and newly-signed
contracts will support stronger EBITDA and cash flow generation.
Moody's expect this to support a strengthening in leverage metrics
as well as liquidity, which Moody's consider to be weak for the
rating.

Factors that Could Lead to an Upgrade

* A greater track record in the company's ability to generate
growth and earnings stability

* If Moody's adjusted gross debt/EBITDA improves to below 6.0x on
a sustainable basis

* If FCF/debt is sustainably around 5%

* Liquidity is adequate in excess of 15% of turnover

Factors that Could Lead to an Downgrade

* Liquidity of less than 10% of turnover

* If capital structure appears unsustainable, in excess of 7.5x
gross leverage on a sustainable basis

* Loss or reduced scope of contract with Rolls-Royce

* A more aggressive financial policy, including debt-financed
acquisitions

Pattonair, headquartered in Derby, UK, is a leading supply chain
management services provider to the global aerospace and defense
industry. It is focused on supplying C-class parts such as
fasteners, clamps, machined and fabricated products and bearings
for engines and aircraft systems to OEMs, Tier 1, Tier 2 and
maintenance, repair and overhaul (MRO) providers. Pattonair's
services include sourcing and procurement, forecasting and
inventory planning, supplier management, operations and quality
assurance and distribution in order to help customers improve
productivity and generate cost efficiencies. On the October 31,
2017 Platinum Equity Partners acquired Pattonair from Exponent
Private Equity. Pattonair's revenues in 2017 (31 March 2017) were
approximately GBP320 million.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.


SHOON: Unsecured Creditors May Lose GBP1.6MM Following Collapse
---------------------------------------------------------------
Pui-Guan Man at Drapers Online reports that unsecured creditors
owed money by footwear retailer Shoon could lose a combined GBP1.6
million following its pre-pack administration last month.

Trade and expense creditors facing a GBP1.1 million shortfall,
Drapers Online relays, citing an administrators' report filed on
Companies House.  Unsecured employee claims amounted to GBP56,362,
Drapers Online discloses.

According to Drapers Online, the report said that, while the
administrators would "ordinarily" seek a decision from creditors
to approve proposals for repaying some or all of what is owed,
there is "no requirement" to do so in Shoon's case, since there is
"little likelihood of a dividend being available for unsecured
creditors".

Creditors with debt amounting to at least 10% of the company's
total debt were invited to contact the administrators, Drapers
Online relates.

The company, as cited by Drapers Online, said: "At present, it is
considered unlikely that there will be sufficient funds available
to enable any form of distribution to unsecured creditors.

"Creditors should however continue to submit details of their
claims [. . ., which] will be collated at passed to any
subsequently appointed liquidator, should the position change."

As exclusively revealed by Drapers, the retailer filed notice of
its intention to appoint administrators last month, Drapers Online
recounts.

It subsequently collapsed on Nov. 24, appointing Neil Bennett --
neil.bennett@leonardcurtis.co.uk -- and Alex Cadwallader --
alex.cadwallader@leonardcurtis.co.uk -- from Leonard Curtis as
joint administrators, Drapers Online discloses.

Four of its stores and concessions were sold to The Shoot Shoe
Company in a pre-pack sale, while the remaining six stores and
concessions closed, resulting in 45 job losses, Drapers Online
states.

According to Drapers Online, the administrators' report said that,
during the past two years, the business suffered from a "dramatic
fall in sales and uncertainty created [by] the Brexit vote",
resulting in "excessive" head office and infrastructure costs.

It also cited high street discounting as a key factor in Shoon's
decline, while "a number" of retail units became loss-making,
Drapers Online relays.

Shoon completed a second company voluntary arrangement since 2015
earlier this year, agreed with creditors in April, in an attempt
to reduce overheads, Drapers Online recounts.

Despite this, the business continued to accumulate debts, and was
unable to gain additional working capital funding from its secured
creditor, Drapers Online notes.


* UK: Almost 44,000 Retailers in Significant Financial Distress
---------------------------------------------------------------
Mark Dorman at Yahoo News reports that almost 44,000 UK retailers
are in real trouble and experts fear many could fold next year.

According to Yahoo News, a worrying new report says thousands of
chains, and individual shops and stores are showing signs of
"significant financial distress".

Insolvency advisory company Begbies Traynor reports that the Black
Friday boost to sales has not been sustained, Yahoo News notes.

"The increasingly frantic promotional and discounting activity we
are seeing this week across the high street is simply not having
the same effect on consumers as it once did," Yahoo News quotes
Julie Palmer, a retail expert at Begbies Traynor, as saying.

"UK shoppers are savvier than ever and prepared to search online
for the best deals, having grown wise to the gimmicks and
discounts on offer in store, which many now realise may not be as
good as they first appear."

Its report identifies 43,677 retailers facing a very difficult
future, Yahoo News discloses.  This is a 22% rise on December last
year when 35,845 found themselves in a worrying position, Yahoo
News states.

Ms. Palmer, as cited by Yahoo News, said: "November's interest
rate decision, rising inflation, falling real wages, reduced
credit availability and increasing Brexit uncertainty are all
combining to put unprecedented strain on household budgets this
Christmas season, pushing consumer confidence to an all-time low."



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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of the same firm for the term of the initial subscription or
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                 * * * End of Transmission * * *