/raid1/www/Hosts/bankrupt/TCREUR_Public/180111.mbx         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, January 11, 2018, Vol. 19, No. 008


                            Headlines


G E R M A N Y

NIKI LUFTFAHRT: To Press Ahead with IAG Sale Amid Legal Dispute
NIKI LUFTFAHRT: Appeals Ruling in Insolvency Jurisdiction Case


I T A L Y

UNICREDIT SPA: Moody's Alters Outlook to Pos., Affirms ba1 BCA


L A T V I A

TRASTA KOMERCBANKA: Six People Face Money Laundering Charges


L U X E M B O U R G

BELRON GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
JSL EUROPE: Fitch Rates Proposed US$175MM Add-on Notes 'BB'
PUMA INT'L: Fitch Rates Benchmark-Size Senior Notes 'BB(EXP)'


N E T H E R L A N D S

VIVAT NV: Fitch Affirms BB Subordinated Debt Rating


S P A I N

CAR RENTALS: S&P Withdraws 'B+' Corporate Credit Rating
PLACIN SARL: S&P Assigns Prelim 'B' Long-Term Corp Credit Rating


U N I T E D   K I N G D O M

BYRON: To Close Up to 20 Restaurants Under CVA Proposal
CARILLION PLC: In Rescue Talks, Debt-for-Equity Swap Likely
DLG ACQUISITIONS: Moody's Alters Outlook to Pos., Affirms B3 CFR
IMMIGON PORTFOLIOABBAU: Moody's Withdraws Ba1 LT Sr. Debt Rating
ZPG PLC: S&P Assigns Preliminary 'BB-' Corporate Credit Rating


                            *********



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


NIKI LUFTFAHRT: To Press Ahead with IAG Sale Amid Legal Dispute
---------------------------------------------------------------
Ursula Knapp, Shadia Nasralla and Alistair Smout at Reuters
report that the administrator of Niki said he would press ahead
with an agreed sale of the insolvent Austrian airline to British
Airways owner IAG after a German court ruling fanned concern that
the deal could unravel.

According to Reuters, Lucas Floether said in a statement on
Jan. 9 a secondary insolvency filing in Austria, which Niki will
submit by the end of this week, will safeguard the sale.

Fairplane, a group representing airline passengers, threw a
spanner in the works, filing legal cases last week to have Niki's
insolvency proceedings shifted to Austria, Reuters recounts.

A regional court in Berlin backed Fairplane's position this week
and said it would reverse the opening of insolvency proceedings
in Berlin, Reuters relates.

Niki's founder, former Formula One world champion Niki Lauda,
said on Oe24 TV he stood ready, if given the chance, to offer a
fresh bid for the airline together with Thomas Cook and Condor,
after missing out to IAG last month, Reuters relays.

"I continue to be interested but the question does not currently
arise . . . The legal situation is not clear," Reuters quotes
Mr. Lauda as saying, adding he had previously offered around
EUR36 million.

Meanwhile, Niki is burning through up to EUR16.5 million (US$19.7
million) of interim financing it has been given by IAG's Vueling,
which administrator Mr. Floether, as cited by Reuters, said would
last for only a few weeks.

                        About Air Berlin

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

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

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

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

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


NIKI LUFTFAHRT: Appeals Ruling in Insolvency Jurisdiction Case
--------------------------------------------------------------
Ursula Knapp at Reuters reports that Niki, the Austrian unit of
collapsed Air Berlin, has filed an appeal with Germany's supreme
court against a lower court ruling that its insolvency should
have been filed in Austria not Germany, hoping to salvage a deal
to sell itself to British Airways owner IAG.

"The case will be handled swiftly," Reuters quotes a spokeswoman
for the court as saying on Jan. 9.

The appeal was filed on Jan. 8, after a regional court for Berlin
said it would reverse a lower court's Dec. 13 decision to allow
insolvency proceedings for Niki in Germany, Reuters relates.


                        About Air Berlin

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

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

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

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

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


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


UNICREDIT SPA: Moody's Alters Outlook to Pos., Affirms ba1 BCA
--------------------------------------------------------------
Moody's Investors Service affirmed the ba1 standalone baseline
credit assessment (BCA) and all ratings of UniCredit S.p.A.
(UniCredit), including the Baa1 deposit and senior unsecured
ratings, and changed the outlook on the bank's long-term deposit
and senior unsecured ratings to positive from stable. The rating
agency also assigned Baa1(cr)/Prime-2(cr) long- and short-term
Counterparty Risk Assessments (CR Assessments) to UniCredit's
London branch.

The affirmation reflects UniCredit's progress in reducing asset
risk, in line with Moody's expectations and consistent with the
current ratings. The positive outlook indicates the rating
agency's increased confidence that the bank will ultimately reach
its 2019 targets, which will establish a more solid solvency
profile.

RATINGS RATIONALE

Moody's said it affirmed UniCredit's ba1 standalone baseline
credit assessment (BCA) to reflect the bank's still large stock
of problem loans in the European context, and limited track
record of profitability.

Unicredit's asset risks remain high in the European context; in
September 2017 the bank's problem loans were 10.6% of the bank's
gross loans, more than double the average for the European Union
of 4.5%, according to data for June 2017 from the European
Banking Authority. This is significantly higher than UniCredit's
baa3-rated peers, but is now well below the bank's peak problem
loan ratio of 16.3% in Q1 2015, showing significant progress in
improving asset quality. This is due in particular to the bank's
2017 securitisation and majority-sale of EUR17.7 billion of bad
loans.

In 2017 UniCredit significantly improved its capital ratios,
through a EUR13 billion rights issue and other capital measures,
including sale of Polish subsidiary Bank Polska Kasa Opieki S.A.
(Pekao) and asset management unit Pioneer. These led to a Common
Equity Tier 1 (CET1) ratio of 13.8% in September 2017, up from
levels below 11% in 2016. Moody's said that UniCredit's capital
buffer is sound, taking into account the bank's 9.2% CET1
prudential regulatory requirement for 2018.

Profitability has been one of UniCredit's main challenges; in
2011, 2013, and 2016 UniCredit reported large losses due to very
high loan loss charges. In the first nine months of 2017
UniCredit reported a net profit of EUR4.7 billion, including a
EUR2.1 billion capital gain resulting from the sale of Pioneer.
The result, excluding the gain from Pioneer, represents a 70%
improvement from the same period of 2016, reflecting a
substantial reduction in loan loss charges, and cost-cutting in
line with the bank's plans.

Moody's said it affirmed UniCredit's Baa1 deposit and senior
unsecured ratings reflecting the affirmation of the ba1
standalone BCA; extremely low loss-given-failure under the rating
agency's advanced Loss Given Failure (LGF) analysis, which
results in a three-notch uplift; and Moody's assessment of a
moderate probability of government support, which does not result
in any uplift.

-- POSITIVE OUTLOOK REFLECTS HIGHER LIKELIHOOD OF FURTHER
SOLVENCY IMPROVEMENTS

Moody's changed the outlook on UniCredit's long-term deposit and
senior unsecured debt ratings to positive, indicating the
increased likelihood that the improvements made by the bank in
2017 will continue in 2018 and 2019; these improvements, if
confirmed, will lead to lower expected loss for depositors and
bondholders. At the same time, Moody's believes that the bank
still faces considerable challenges in the current environment of
moderate growth, margin erosion and regulatory pressure.

UniCredit is targeting a further reduction in problem loans,
which should reach a level equivalent to 7.8% of gross loans in
2019, through further disposals and internal work-outs. This will
be facilitated by provisioning coverage of problem loans of
56.5%. However, Moody's said that the bank's plan to reduce
problem loans remains ambitious, and partly dependent on
continued benign economic environment and market conditions.

UniCredit recently confirmed that it plans to maintain a CET1
ratio above 12.5% in 2019, taking into account the bank's
estimates of the impact of regulatory and accounting changes;
this will leave UniCredit with adequate headroom over the bank's
anticipated 10.1% minimum prudential requirement in 2019. Meeting
this target will be credit positive for UniCredit's depositors
and bondholders.

Moody's said that UniCredit's cost cutting efforts in 2017 have
been positive, but execution of the remainder of the plan in the
current environment to reach a net profit of EUR4.7 billion in
2019 will be challenging. The bank's target depends upon slightly
improving revenues (additional EUR200 million compared with 2015)
in a context of moderate growth, low interest rate environment
and high competition; continued cost reductions, while investing
in digitalisation; and maintaining a benign cost of risk in a
stricter regulatory environment.

-- CR ASSESSMENT OF LONDON BRANCH IS IN LINE WITH UNICREDIT'S

Moody's said it assigned a Baa1(cr)/Prime-2(cr) Counterparty Risk
Assessment (CR Assessment) to UniCredit's London branch,
consistently with the CR Assessment of UniCredit and other rated
branches.

FACTORS THAT COULD LEAD TO AN UPGRADE

UniCredit's ba1 standalone BCA could be upgraded if Moody's
judges that, based on further progress in the bank's
restructuring, it will meet its 2019 targets in terms of problem
loans reduction, capitalisation and profitability. The bank's
Baa1 deposit and senior debt ratings would be upgraded following
an upgrade of the standalone BCA, provided that maturing senior
bonds are replaced with new bail-in-able debt.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward pressure on UniCredit's ratings is limited as indicated
by the current positive outlook.

UniCredit's outlook could be stabilised if the bank appeared
unlikely to fully achieve its 2019 plans. More specifically,
Moody's could affirm the outlook if problem loans were likely to
remain above the bank's target of 7.8% of gross loans; capital
ratios were to fall short of Unicredit's stated expectations; or
if the bank's likely net profit in 2019 were to be substantially
below its EUR4.7 billion target. A deterioration of the operating
environment in the countries where UniCredit operates could also
lead to a stabilisation of the outlook.

UniCredit's deposit, senior unsecured, and subordinated debt
ratings could be downgraded if the bank reduced the cushion of
bail-in-able debt issued by itself or its guaranteed funding
vehicles.

LIST OF AFFECTED RATINGS

Issuer: UniCredit S.p.A.

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed Baa1(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

-- Long-term Bank Deposits, affirmed Baa1, outlook changed to
    Positive from Stable

-- Short-term Bank Deposits, affirmed P-2

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1,
    outlook changed to Positive from Stable

-- Senior Unsecured Medium-Term Note Program, affirmed (P)Baa1

-- Subordinate Regular Bond/Debenture, affirmed Ba1

-- Subordinate Medium-Term Note Program, affirmed (P)Ba1

-- Junior Subordinated Regular Bond/Debenture, affirmed Ba3(hyb)

-- Preferred Stock Non-cumulative, affirmed B1(hyb)

-- Other Short Term, affirmed (P)P-2

-- Adjusted Baseline Credit Assessment, affirmed ba1

-- Baseline Credit Assessment, affirmed ba1

Outlook Action:

-- Outlook changed to Positive from Stable

Issuer: UniCredit Bank Ireland p.l.c.

Affirmations:

-- Backed Senior Unsecured Regular Bond/Debenture, affirmed
    Baa1, outlook changed to Positive from Stable

-- Backed Senior Unsecured Medium-Term Note Program, affirmed
    (P)Baa1

-- Backed Subordinate Medium-Term Note Program, affirmed (P)Ba1

-- Backed Other Short Term, affirmed (P)P-2

-- Backed Commercial Paper, affirmed P-2

Outlook Action:

-- Outlook changed to Positive from Stable

Issuer: UniCredit Delaware Inc.

Affirmation:

-- Backed Commercial Paper, affirmed P-2

No Outlook assigned

Issuer: UniCredit Int'l Bank (Luxembourg) S.A.

Affirmations:

-- Backed Senior Unsecured Regular Bond/Debenture, affirmed
Baa1,
    outlook changed to Positive from Stable

-- Backed Senior Unsecured Medium-Term Note Program, affirmed
    (P)Baa1

-- Backed Preferred Stock Non-cumulative, affirmed B1(hyb)

-- Backed Other Short Term, affirmed (P)P-2

Outlook Action:

-- Outlook changed to Positive from Stable

Issuer: UniCredit S.p.A., London Branch

Assignments:

-- Long-term Counterparty Risk Assessment, assigned Baa1(cr)

-- Short-term Counterparty Risk Assessment, assigned P-2(cr)

Affirmations:

-- Short-term Deposit Note/CD Program, affirmed P-2

-- Commercial Paper, affirmed P-2

No Outlook assigned

Issuer: UniCredit S.p.A., New York Branch

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed Baa1(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

-- Long-term Bank Deposit, affirmed Baa1, outlook changed to
    Positive from Stable

Outlook Action:

-- Outlook changed to Positive from Stable

PRINCIPAL METHODOLOGY

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


===========
L A T V I A
===========


TRASTA KOMERCBANKA: Six People Face Money Laundering Charges
------------------------------------------------------------
Xinhua reports that representatives of the Latvian State Police
announced on Jan. 5 six people suspected of extortion and money
laundering are facing charges in a criminal probing related to
the liquidation of Latvia's Trasta Komercbanka bank.

At the end of December, the police completed the investigation of
the so-called insolvency administrators' case and are now seeking
the prosecution of the six suspects, Xinhua relays, citing police
representative Ilze Jurevica.

After obtaining information suggesting of possible violations in
the process of the insolvent bank's liquidation, the economic
crime division of the Latvian State Police in January 2017
started a criminal investigation into organized extortion and
money laundering, Xinhua relates.

Investigators established that during the liquidation of Trasta
Komercbanka in 2016, two insolvency administrators and four other
persons organized an extortion scheme, Xinhua states.

Insolvency administrators Maris Spruds and Ilmars Krums, as well
as businessman Jorens Raitums were arrested in connection with
the probe in June 2017, Xinhua recounts.

Police representatives said they are also suspected of laundering
large amounts of money, police representatives, Xinhua notes.

Messrs. Krums and Raitums have since been released from custody,
but Spruds remains in detention, according to Xinhua.

Trasta Komercbanka lost its license in March 2016 after the
Latvian banking regulator accused the bank of serious violations,
including a systematic failure to meet supervisory requirements
and breaches of anti-money laundering laws, Xinhua discloses.


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


BELRON GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investor Service has assigned a Ba3 corporate family
rating (CFR) and a Ba3-PD probability of default rating (PDR) to
Belron Group SA (Belron or the company). Concurrently, Moody's
has withdrawn the Ba3 CFR and Ba3-PD PDR at Belron S.A. The Ba3
ratings with a stable outlook on the senior secured credit
facilities at Belron Finance US LLC and Belron Finance Limited
are not affected. The outlook on the ratings of Belron Group SA
is stable.

Belron Group SA (BGSA) is a newly created entity which sits at
the top of the restricted group following completion of a holding
company restructuring, as anticipated at the time of the initial
rating assignment on October 11, 2017. Furthermore, Belron's
parent company D'Ieteren and private equity investment firm
Clayton, Dubilier & Rice (CD&R) signed on November 28, 2017 a
definitive agreement regarding the purchase of a 40% ownership
interest in BGSA by CD&R from D'Ieteren.

RATINGS RATIONALE

The Ba3 CFR balances the high pro-forma Moody's-adjusted debt /
EBITDA of 4.6x at closing (based on 2016 EBITDA) against a
relatively stable business model underpinned by the largely non-
discretionary nature of the repair and replacement services
provided by Belron. Moody's expects that continuation of the
current operating performance will lead to a gradual deleveraging
towards 4.0x in the next 12 to 18 months.

RATING OUTLOOK

The stable outlook incorporates Moody's expectation that
continuation of the current operating performance will lead to a
gradual deleveraging towards 4.0x in the next to 12 to 18 months.
It also assumes that any debt-funded acquisition activity will be
small in nature and that there will be no shareholder-friendly
action such as further material dividend payments.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

Upward rating pressure could materialise if (1) the Moody's-
adjusted debt / EBITDA falls sustainably towards 3.0x, (2) the
Moody's-adjusted EBITA margin remains in the high single
percentage digit, and (3) the Moody's-adjusted free cash flow /
debt rises to the high single percentage digit with a good
liquidity profile. For a potential upgrade, the company would
also need to demonstrate a track record of conservative financial
policy.

Conversely, negative pressure could be exerted on the rating if
(1) the Moody's-adjusted debt/EBITDA ratio is sustainably above
4.5x, (2) the Moody's-adjusted EBITA margin falls towards 6%, or
(3) free cash flow generation or liquidity materially weakens.


PRINCIPAL METHODOLOGY

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

Belron is the market leader in the Vehicle Glass Repair &
Replacement (VGRR) industry, with an established presence in 34
countries. The group operates under more than seven different
brands, with Carglass (Continental Europe), Autoglass (UK) and
Safelite (US) being the most well-known. The company generated
revenue of EUR3.3 billion in 2016.


JSL EUROPE: Fitch Rates Proposed US$175MM Add-on Notes 'BB'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to JSL Europe's proposed
add-on issuance of US$175 million in a reopening of its US$325
million, 7.75% notes due 2024 to new and existing investors. The
notes are unconditionally and irrevocably guaranteed by JSL S.A
(JSL). The bond will not be guaranteed by Movida Participacoes
S.A. (Movida - National scale rating A+(bra)/Stable Outlook),
JSL's 65.6% owned car rental subsidiary. This subsidiary accounts
for 28% of the company's consolidated EBITDA and 22% of its debt.
Proceeds from these notes will be used for debt refinancing and
for general corporate purposes. Fitch currently rates JSL's Long-
Term Foreign and Local Currency Issuer Default Ratings (IDR)
'BB'/Stable Outlook.

JSL's ratings reflect its strong business profile, supported by a
leading position in the Brazilian logistics industry and
diversified and resilient portfolio of products. The company's
cash flow generation has been improving despite the recession in
Brazil.

Fitch's base case scenario projects that JSL's leverage ratio, as
measured by FFO adjusted leverage will remain around 2.5x in the
next two years. Fitch expects JSL to pursue managed growth for
Movida Participacoes S.A and does not incorporate material
dividends from this subsidiary in its projections.

KEY RATING DRIVERS

Prominent Market Position and Diversified Portfolio

JSL has a leading position in the Brazilian logistics industry
with a diversified portfolio of services with relevant presence
in multiple sectors of the economy. The company's main services
include: supply chain management (40% of its gross revenue), car
rental and fleet management (32%), dealerships (14%), passenger
transportation (7%) and general cargo transportation (5%). JSL's
strong market position, coupled with long-term contracts for most
of its revenues, minimizes its exposure to more volatile economic
cycles. The company's significant operating scale has made it an
important purchaser of light vehicles and trucks, giving it a
significant amount of bargaining power versus other competitors
in the industry.

Solid Operating Cash Flow Generation

JSL has been efficiently managing its business growth and
profitability during the recession period in Brazil. The
integration of its business and cross-selling opportunities has
supported growth and gains in scale. Between 2015 and the latest-
12-month period (LTM) ended Sept. 30, 2017, JSL's net revenue
increased by 21%, to BRL7.2 billion. During the same period, the
company's EBITDA remained almost stable at BRL1.2 billion while
its FFO rose to BRL2.5 billion from BRL1.4 billion. Excluding
Movida, Fitch calculates that EBITDA was almost stable at around
BRL806 million while FFO grew to BRL860 million from BRL587
million.

More Rational Capex Growth to Ease Pressure on FCF

On a consolidated basis, BRL2.8 billion of gross capital
expenditures led to negative FCF of BRL390 million during the LTM
ended Sept. 30, 2017. FCF is expected to remain negative in the
range of BRL200 million to BRL300 million in the next two years.
JSL has the flexibility to improve FCF by reducing growth capex,
as most of its capital investments are geared toward increasing
the size of its fleet/equipment and are linked to specific
contracts. Considering only renewal capex, JSL's operating cash
flow generation is sufficient to support these investments.
Excluding growth capex, JSL generated BRL799million of positive
FCF during LTM Sept. 30, 2017. Excluding Movida, gross capex was
BRL566 million and FCF was negative at BRL13 million.

Moderate Leverage

JSL's leverage, as measured by FFO adjusted leverage, was 2.8x as
of LTM Sept. 30, 2017. This FFO ratio is considered moderate to
low for the rating category. Fitch does not expect a material
reduction in the near term with leverage expected to be around
2.7x in 2017, declining to 2.4x by 2018, considering a rational
growth at Movida. Fitch's calculation of EBITDA does not add-back
the non-cash cost of the vehicles sold. As a result, leverage as
measured by EBITDA is higher than leverage measured by FFO. In
Fitch's base case, JSL's net debt-to-EBITDA ratio will remain
around 4.0x to 4.5x in the next two years.

DERIVATION SUMMARY

JSL's ratings reflect its solid position in the Brazilian
logistic industry with a diversified and resilient portfolio of
services/products. JSL's large business scale allows an important
negotiating power with the automobile manufacturers and it is a
key competitive advantage. Given the nature of its business,
Fitch believes JSL has an above-average ability versus its 'BB'
rated peers to post FCF generation, given its flexibility to
postpone capital expenditures related to new vehicles (growth
capex). The company's relatively higher leverage and weaker
financial flexibility are key differentiators to Localiza Rent a
Car S.A (Long-Term Foreign Currency IDR BB+; Long-Term Local
Currency IDR BBB-; National Long-Term rating AAA(bra)).

KEY ASSUMPTIONS

Fitch's Key Assumptions within Fitch Rating Case for the Issuer
-- Mid-single-digit revenue growth in 2017;
-- FFO margins at around 32%;
-- Net capex at around BRL750 million in the next two years;
-- Cash balance remains sound compared to short-term debt;
-- Dividends at 25% net income;
-- No large-scale M&A activity.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action:
-- FFO-adjusted net leverage around 2.0x on a sustained basis;
-- Solid and consistent operating results from its retail rent a
    car business (Movida), with FFO margin above 27%.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action:
-- FFO-adjusted leverage consistently above 3.0x;
-- Deterioration of sound liquidity compared to short-term debt,
    leading to refinancing risk exposure;
-- Deterioration in used car sales in Brazil and/or in the
    coverage ratio fleet value/net value to below 1.0x;
-- Large debt-funded M&A acquisition or entering into a new
    business in the logistics sector that adversely affects JSL's
    capital structure on a sustained basis or increases its
    business risk exposure;
-- Secured debt relative to FFO above 2.0x could lead to a
    downgrade of the unsecured debt.

LIQUIDITY

Improved Liquidity: JSL's adequate liquidity position vis-a-vis
its short-term debt obligations is a key credit consideration,
with cash covering short-term debt by an average 1x during the
last five years. JSL has a recurring need for debt refinancing,
since its debt amortization schedule had been historically
concentrated in the next three years. During the first nine
months of 2017, JSL has issued over BRL3.8 billion in a series of
debt instruments, including the BRL1.019 billion of cross-border
bond issuance (USD325 million) due to 2024 and Movida's BRL400
million of local debentures due to 2022.

On a pro forma and consolidated basis, including recent debt
issuances, JSL had BRL3.3 billion of cash and BRL2.4 billion of
short-term debt as of Sept. 30, 2017. Excluding Movida's cash and
short-term debt, JSL's cash-to-liquidity position is adequate
with BRL2.3 billion of cash and BRL1.2 billion of short-term
debt. JSL has BRL2.5 billion of debt coming due up until year-end
2018 (BRL1.4 billion, when excluding Movida). As of Sept. 30,
2017, JSL reported total debt of BRL8.7 billion. The company's
debt profile is mainly composed of banking credit lines (29%),
local debentures, promissory notes and CRA issuances (36%),
FINAME and leasing operations (16%), bond issuance (12%) and
others (7%). Currently, about 14% of JSL's debt is secured.

FULL LIST OF RATING ACTIONS

JSL S.A.
-- Long-Term Foreign Currency IDR 'BB';
-- Long-Term Local Currency IDR 'BB';
-- National Long-Term Rating 'AA-(bra)';
-- Local debentures issuance 'AA-(bra)'.

The Rating Outlook is Stable.

JSL Europe
-- USD325 million senior unsecured notes due to 2024 'BB'.


PUMA INT'L: Fitch Rates Benchmark-Size Senior Notes 'BB(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned Puma International Financing S.A's
proposed issue of benchmark-size senior notes due in 2026 an
expected senior unsecured rating of 'BB(EXP)'. The expected
rating is in line with the current ratings of the 6.75% USD1
billion notes due 2021 and the 5.125% USD600 million notes due
2024 issued by Puma International Financing S.A respectively in
January 2014 and in October 2017.

The assignment of a final rating to the notes is contingent on
the receipt of documents conforming to information already
reviewed by Fitch.

Puma International Financing S.A. is a Luxembourg-based financial
vehicle wholly-owned by Puma Energy Holdings Pte Ltd (Puma
Energy). The notes will be unconditionally guaranteed on a senior
unsecured basis by Puma Energy and will rank equally in right of
payment with all existing and future senior unsecured and
unsubordinated obligations of Puma Energy. The net proceeds from
the issue are expected to be used to fully redeem Puma
International Financing S.A.'s outstanding 6.75% senior notes due
2021, repay drawn amounts under the group's revolving credit
facilities (RCFs) and for general corporate purposes. The
transaction should improve Puma Energy's debt maturity profile.

KEY RATING DRIVERS

Improved 3Q17 Performance: EBITDA increased 9% yoy in 3Q17 on the
back of improved unit margins and slightly higher volumes in the
UK and Asia Pacific. This marginally improves the run rate
results for 2017 as 1H17 was below Fitch's expectations due to
underperformance in Africa and, particularly, in South Africa
(BB+/Stable) where Puma Energy's B2B segment has been negatively
impacted by the country's weaker economic environment, especially
in the mining sector. The other regions have performed more or
less in line with Fitch expectations.

Lower Capex Partly Offsets Underperformance: Fitch base case
assumes 2017 EBITDA and operating cash flow to have been below
2016's. Fitch expect a significant reduction in capex to partly
offset higher working capital requirements attributed to activity
ramp-ups in Myanmar and Northern Ireland in 1H17. Cash flow
generation partly recovered in 3Q17 as working capital normalised
and Fitch assume that this trend continued in 4Q17. Fitch project
a downwards revision of capex to around USD350 million-USD450
million p.a. in 2017-2019 as the company winds down its
expansionary phase of 2015-2016.

Expected Deleveraging Reflects Stable Outlook: Under Fitch base
case, funds from operations (FFO) readily marketable inventories
(RMI) lease-adjusted net leverage weakens to above 4x in 2017
from 3.8x in 2016, before decreasing to around 3.5x in 2019. The
reduction in leverage is driven by stronger free cash flow (FCF)
generation as capex remains below the expansionary levels of the
past few years, the historically high investments start to
contribute to EBITDA and working capital reverses in 2018.
Failure to maintain FFO RMI adjusted leverage below 4x will put
pressure on the ratings.

Moderate Execution Risk: Between 2012 and 2016 Puma Energy spent
around USD5.7 billion on maintenance, expansionary capex and
acquisitions, while EBITDA only grew to USD718 million in 2016
from USD532 million in 2012. As part of its growth strategy, Puma
Energy's asset base has continued to expand. Fitch believe that
moderate execution risk remains embedded in its strategy as some
of the previous investments have yet to contribute to EBITDA.
This is due to longer lead times for some projects and
investments in the storage network, which although supportive of
the company's downstream business, have not materially
contributed to EBITDA.

Slower Investment Phase: Fitch forecast that the company has now
entered into a materially lower investment phase and will
continue to spend around USD350 million to USD450 million
annually on investments (down from above USD1 billion p.a, from
2012 to 2015). Apart from maintenance capex of around USD100
million, the rest will mainly be used in greenfield projects.
This means a potential increase in project risk as they do not
immediately contribute to EBITDA and they could experience
delays.

Currency/End-Market Risk: Puma Energy's unit margins and EBITDA
are not directly affected by oil prices, as evidenced in 2015
when oil prices dropped significantly. The company mainly
operates in semi-regulated and fully regulated markets, where the
government sets a margin over prices for distributors. However,
it is not immune to other factors such as FX and end-market risk.
A steep devaluation in currency against the dollar takes around
three to six months to pass on to consumers, as seen in 2015 and
2016 and pricing pressure affects some of its end- markets, such
as B2B and mining in South Africa.

Diversified with Leading Market Shares: Puma Energy is highly
diversified by business, geography and customer. It has a unique
integrated business model, with no direct peers on a global
basis. However, some of these geographies are correlated, as the
company is highly dependent on emerging markets. Around 20.1% of
its EBITDA in the 12 months ended 30 September 2017 was generated
in investment-grade countries, and 34.6% from countries rated
'BB+' to 'BB-'. This is a decrease from 2015 when around one
third of Puma's EBITDA was generated from investment-grade
countries and partly reflects the downgrade of South Africa's
sovereign rating in 2017.

The ratings reflect Fitch's expectations that oil products will
remain in demand in developing markets due to their essential
nature, therefore enjoying limited price elasticity.

Limited Oil Price Risk: Puma Energy hedges its physical fuel
supply. All of its supply stock is either pre-sold or hedged
against price fluctuations. Therefore, in evaluating leverage and
interest coverage ratios, Fitch excludes debt associated with
financing RMI (such as refined oil products) and reclassifies the
related interest costs as cost of goods sold. The difference
between RMI-adjusted and RMI-unadjusted FFO net leverage is
around 0.5x-1.0x, supporting the IDR at 'BB'.

DERIVATION SUMMARY

Puma Energy operates a unique business model with no directly
comparable peers. The closest competitors are oil majors and
commodity traders with downstream assets, although on typically
lower margins than Puma.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
- Volume growth of around 7% p.a, after 2017;
- Downstream gross profit margin decreasing to around USD60/
   cubic metre by 2019;
- Downstream contribution decreasing to around 80% of total
   gross profit by 2019;
- Around USD350 million to USD450 million p.a. outlay for
   acquisitions and capex for 2017 and 2018

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Improved business risk profile reflecting successful
   implementation of growth plans through acquisitions and
   greenfield projects, while maintaining sufficient geographic
   diversification.
- Steady profitability and internal cash-flow growth with
   EBITDAR surpassing USD1 billion;
- Free cash flow (FCF) /EBITDAR excluding expansionary capex
   (cash conversion) at or above 35% on a sustained basis (2016:
   35%);
- FFO RMI-adjusted net leverage below 3.0x with evidence of
   deleveraging on a sustained basis
- Maintaining FFO fixed charge coverage above 4.5x (2016: 2.8x)

Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Sharp deterioration in sales volume due to the competitive or
   regulatory environment or reflecting difficulties in
   integrating acquisitions with EBITDAR falling below USD500
   million;
- FCF/EBITDAR excluding expansionary capex (cash conversion)
   decreasing to 15% or below on a sustained basis;
- Continued debt-funded acquisitions/investments leading to FFO
   RMI-adjusted net leverage remaining above 4.0x on a sustained
   basis.

LIQUIDITY

Adequate Liquidity: Puma Energy's liquidity is adequate, with
cash and cash equivalents of USD474 million and undrawn credit
lines of around USD1.2 billion (including a USD500 million
shareholder RCF) as of 30 September 2017. This compared with
USD841.8 million of short-term debt. Liquidity is also supported
by projected positive FCF generation in 2018 under Fitch base
case.

The company raised a new five-year syndicated term loan facility
of USD350 million In September 2017 and issued senior unsecured
notes of USD600 million notes due 2024 in October. Proceeds were
used to refinance existing debt. This, along with the proposed
bonds, improves Puma Energy's debt maturity profile.


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


VIVAT NV: Fitch Affirms BB Subordinated Debt Rating
---------------------------------------------------
Fitch Ratings has revised the Outlooks on VIVAT N.V.'s (VIVAT)
Issuer Default Rating (IDR) and SRLEV N.V.'s and REAAL
Schadeverzekeringen N.V.'s (together VIVAT Insurance) Insurer
Financial Strength (IFS) Ratings to Stable from Negative. Fitch
has simultaneously affirmed VIVAT's IDR at 'BBB', and VIVAT
Insurance's IFS Ratings at 'BBB+' (Good).

The affirmation of the ratings reflects Fitch view that VIVAT's
credit profile as a standalone Dutch insurer is not directly
affected by the credit profile of its parent, Anbang Insurance
Group Co. Ltd. (Anbang). Fitch's view of Anbang's credit profile
is below that of VIVAT's.

The Outlook revision reflects Fitch view that VIVAT's credit
profile is now less sensitive to a widening in the relative
credit strength between VIVAT and the parent. This follows Fitch
assessment both of VIVAT's improved standalone financial
flexibility and of Anbang's stabilised credit profile. VIVAT
successfully returned to capital markets in 2017 through the
company's issuance of senior and subordinated debt.

KEY RATING DRIVERS

Under Fitch's criteria for assessing the impact of ownership,
Fitch view Anbang's credit profile as neutral to VIVAT's rating.
Fitch believe that the regulatory and governance framework under
which VIVAT operates protects its capitalisation and
policyholders through restrictions on the minimum capital
position and on capital flows (i.e. dividend payments) to the
shareholder.

VIVAT's operations and credit metrics stabilised in 2015 and
2016, thereby establishing the company as an independent Dutch
insurer. Following its acquisition in 2015, Anbang provided a
EUR1.35 billion equity capital injection to VIVAT and initiated a
strategic review to return it to profitability. This included
changes to the senior management team and a large- scale cost
savings programme. The latter was supported by a one-third
reduction in the workforce by end-2016.

VIVAT's ratings are driven by its strong capitalisation and
business profile, while profitability and financial flexibility
are rating weaknesses.

VIVAT scored 'Extremely Strong' in Fitch's Prism factor-based
capital model (Prism FBM) at end-2016 (end-2015:'Very Strong').
New subordinated capital (USD190 million) provided by Anbang in
December 2016 drove a slight improvement in the Prism score.
Fitch expect VIVAT to maintain its Prism FBM score at or near the
'Extremely Strong' level. The group's Solvency II (S2) ratio was
171% at end-1H17 (end-2015: 160%). VIVAT's capitalisation, as
measured by Prism FBM and S2, is broadly in line with its main
Dutch competitors.

Fitch expects VIVAT's financial leverage ratio (FLR) to have
worsened to more than 30% at end-1H17 from 21% at end-2016 due to
a EUR650 million senior debt issue in May 2017. The issuance of
USD575 million subordinated debt in October 2017 to pre-fund the
redemption of EUR302 million and USD190 million subordinated
loans held by Anbang will not significantly affect the FLR. As a
result of new debt issuance, VIVAT's FLR is one of the highest
among the company's European peers. However, Fitch view a further
rise in 2018 as unlikely.

VIVAT has a stable presence in the Dutch insurance market,
notably in life insurance. At end-2016 it ranked fourth in the
Dutch life market with a 13% market share and fifth in the non-
life segment with a 5% market share based on gross premiums
(excluding health). The group has no international business
diversification.

VIVAT's underlying profitability improved to EUR73 million in
1H17 from EUR53 million in 1H16. This was supported by
significant cost savings and an improved property & casualty
combined ratio (1H17: 99%; 1H16: 112%). Fitch estimate stable
underlying earnings to translate into a run-rate net income
return on equity (ROE) of 4%-5%. However, actual results could be
volatile due to the sensitivity of life insurance liabilities to
changes in market factors and technical assumptions such as
mortality rates and expenses. Adverse market movements
contributed to a EUR60 million net loss in 1H17 (1H16: net profit
of EUR578 million).

Our financial flexibility assessment reflects VIVAT's successful
return to the capital markets in 2017. VIVAT's fixed charge
coverage improved to 3.5x in 2016 from 2.5x in 2015. However,
higher interest expenses due to new senior debt issuance in 2017
could negatively impact the ratio in 2018.

VIVAT's hedging strategy focuses on protecting the S2 ratio from
interest rate movements. However, the S2 ratio is sensitive to
widening government bond spreads (i.e. the credit deterioration
of high-quality eurozone government bonds) due to the insurer's
significant sovereign bond investments. The sale of German and
Dutch government bonds as part of VIVAT's measured re-risking
strategy reduces this sensitivity, but is offset by higher credit
risk.

RATING SENSITIVITIES

A sustained increase in net income ROE to more than 6% (2016: 4%)
could lead to an upgrade. The ratings could also be upgraded if
financial leverage falls below 25% while the Prism FBM score is
maintained at 'Extremely Strong'.

The ratings could be downgraded if VIVAT's net income ROE falls
below 3%, or if the Prism FBM score falls to the low end of the
'Strong' category, or if financial leverage increases to more
than 35% for a sustained period.

An adverse change in Fitch perception of the strength of the
ring-fencing provided by the regulatory and governance framework
under which VIVAT operates could lead to a downgrade.

Significant deterioration in Anbang's credit profile as assessed
by Fitch could also lead to a downgrade of VIVAT's ratings.

FULL LIST OF RATING ACTIONS

Reaal Schadeverzekeringen N.V.
-- IFS rating affirmed at 'BBB+'; Outlook revised to Stable from
    Negative

SRLEV N.V.
-- IFS rating affirmed at 'BBB+'; Outlook revised to Stable from
    Negative

VIVAT N.V.
-- Issuer Default Rating affirmed at 'BBB'; Outlook revised to
    Stable from Negative
-- Senior debt (XS1600704982) affirmed at 'BBB-'
-- Subordinated debt (XS1717202490) affirmed at 'BB'


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


CAR RENTALS: S&P Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------
S&P Global Ratings withdrew its 'B+' long-term corporate credit
rating on Spain-based car rental company Car Rentals Parentco
S.L.U (Goldcar). The outlook at the time of the withdrawal was
stable.

At the same time, S&P withdrew its issue and recovery ratings on
the group's senior secured facilities, including a EUR125 million
revolving credit facility due 2019, a EUR50 million term loan A,
and a EUR275 million term loan B, all of which have been repaid.

The withdrawal is at the issuer's request and follows the closing
of the acquisition of Goldcar by Europcar Groupe S.A.

Following the acquisition, all outstanding debt at the Goldcar
level has been repaid, and S&P understands that all new financing
will be drawn at the Europcar level.


PLACIN SARL: S&P Assigns Prelim 'B' Long-Term Corp Credit Rating
----------------------------------------------------------------
S&P Global Ratings said that it assigned its preliminary 'B'
long-term corporate credit rating to Spain-based berry plants
producer Placin S.a.r.l. (Planasa). The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'B'
issue rating to Planasa's EUR195 million term loan B. The
preliminary recovery rating on the senior secured debt is '3',
reflecting our expectation of average recovery (50%-70%; rounded
estimate: 50%) in the event of payment default.

"The final ratings will be subject to the successful closing of
the proposed issuance and will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. If the final debt amounts and the
terms of the final documentation depart from the materials we
have already reviewed, or if we do not receive the final
documentation within what we consider to be a reasonable time
frame, we reserve the right to withdraw or revise our ratings.

"Our preliminary 'B' corporate credit rating on Planasa reflects
our view of the company's relatively small size, its
concentration in the plant nursery market, and our assessment of
its capital structure as highly leveraged due to the company's
financial sponsor ownership."

Planasa is based in Spain and generates the majority of its
revenues from breeding and nursery activities (representing about
75% of its EUR109 million revenues in 2016). The breeding
activity consists of developing new crop varieties -- with
features such as increased crop resistance, extended harvesting
sessions, and specific taste or appearance -- and meeting
farmers' and retailers' needs. Revenues from this segment are
generated from royalties charged to farmers wishing to use the
new crops. This segment supports Planasa's entire business as the
proprietary varieties are used to supply the nursery activity.
The nursery activity consists of planting crops (proprietary or
third-party varieties), which are then sold at their optimal size
and ripeness to farmers who continue to grow them. This activity
represents the largest portion of Planasa's sales. Planasa is
also increasingly present in the fresh produce segment, whereby
it produces horticultural products and supplies them to
distributors.

The niche focus and relatively small scale of Planasa's
operations significantly constrain our view of the group's
business risk profile. Despite enjoying a solid position in the
upstream berry industry, S&P notes that the market is highly
fragmented and has few professional players. In addition, Planasa
competes with larger integrated players such as Driscoll (sales
exceeding $2 billion in 2016). This leaves Planasa vulnerable to
competitive pressure from larger companies in the horticultural
industry that have more diverse product portfolios, including
seeds for agricultural produce and access to greater financial
resources.

However, Planasa has managed to strengthen its market position by
establishing strong relationships with growers that value berries
plants with features such as disease resistance, higher yield,
and ultimately longer shelf-life products. Planasa has been
successfully penetrating the U.S. market since 2011 through its
operational structure and know-how over local nurseries, using
high-quality European propagation techniques, thus offering
growers the advantage of greater productivity in public open
strawberry varieties. The group's reputation for producing
quality plants with beneficial traits and in the required
quantities therefore directly affects its ability to maintain and
increase sales volumes.

The group has also demonstrated its breeding expertise by its
successful launches of proprietary varieties, most notably the
Adelita raspberry variety, which provides a specific winter crop
advantage (capturing about 70% of the European niche winter
raspberry market). The group has also been able to establish a
strong competitive edge in Italy's premium strawberry market,
thanks to its own Sabrina and Candonga varieties. Planasa's
strategy to incorporate an exclusive club membership in its
nursery raspberry business model proposition is an efficient way
to maintain premium prices, control the varieties, and prevent
illegal propagation. This has been made possible by its breeding
research and development (R&D) expertise.

S&P recognizes that Planasa is proactively diversifying away from
the more commoditized, mature strawberry market by scaling its
raspberry segment and further developing its blueberry breeding
program. It is also expanding its fresh produce segment, focusing
primarily on its premium winter raspberry and the niche markets
of endive and asparagus. Nevertheless, S&P views the group's
relative reliance on two main crops in the upstream berry market
as a significant constraint to its business profile: the majority
of the group's revenues is still generated from sales of
strawberry plants, and the breeding and nursery segment of this
crop is still expected to represent about 48% of the group's
revenues in 2017. While the group has been acquisitive in the
past, setting up operations in Morocco and reinforcing its
position in the U.S. nursery market through the Norcal asset
deal, S&P expects Planasa will focus on organic growth and
executing its strategy of integrating down the value chain.

In S&P's opinion, Planasa benefits from adequate geographic
diversity, with its production facilities mainly located in
Spain, Morocco, the U.S., and Mexico, with recent strategic moves
to develop its own growing business in Romania and China. S&P
believes this helps mitigate the risks associated with operating
in a business that can be affected by weather conditions and
agronomic cycles.

In addition, S&P considers that Planasa's niche position in the
expanding berry market and its track record in breeding
capabilities translate into high profitability, with adjusted
EBITDA margins close to 30%. The predominant upstream positioning
has allowed the group to face reduced plant price fluctuations
and offers some protection against the potentially disruptive
effect of the climate on harvesting and growing. S&P will monitor
the group's ability to sustain its operating margins as it
integrates down the value chain and expands in the lower-margin
own-growing business, while also benefiting from a greater share
of premium products in the mix.

S&P said, "We view Planasa's capital structure as highly
leveraged as a result of its acquisition by private equity firm
Cinven. We forecast Planasa's adjusted debt to EBITDA to be
slightly below 5x in 2018, and decreasing below 4.5x in 2019 due
to the forecast growth momentum. Our adjustments include adding
about EUR8 million of operating leases to debt and excluding
about EUR4 million of capitalized development costs.

"We forecast annual free cash flow generation of close to EUR10
million over the next two years, constrained by substantial
expansionary capital expenditure (capex) and the seasonality of
the working capital requirements. We consider that the existing
asset base is well invested, the company having spent significant
capex over the last two years; however, the group needs to
continuously invest in land, greenhouses, and other expansion-
related activities to execute its growth strategy. We estimate
that the working capital financing requirements to fund intrayear
swings would be about EUR15 million." Overall, the cash flow
seasonality is contained as a result of offsetting trends across
different crops and regions due to variable harvesting time,
inventory movements, and receivables collection."

S&P's base case assumes:

-- A relatively low sensitivity to macroeconomic indicators,
    considering the food industry is resilient to economic
    cycles.

-- An expanding berry market, supported by shifts of end-
    consumer habits toward healthier features and product
    convenience: over the next two years, S&P expects raspberry
    consumption growth in North America and Europe of 7%-9%,
    given the current low penetration; moderate 1%-3% strawberry
    consumption growth in North America; and little or no growth
    in Europe, given the prevalence of strawberries, which are
    more affordable.

-- Revenue growth of close to 20% in 2017, driven by acquisition
    of American nursery Norcal supporting the strawberry nursery
    business in the U.S., as well as by significant growth in the
    raspberry fresh produce and nursery business, thanks to the
    success of the Adelita variety.

-- Revenue growth of 10%-11% in 2018 and 2019, driven by
    continued growth in the raspberry segment, pushed by the
    membership club structure, with some gradual upside from the
    blueberry varieties.

-- Reported EBITDA margins remaining above 30% in our forecasts,
    reflecting a change in the product mix toward higher-margin
    crops (raspberry and blueberry, compared with strawberry);
    compensating for the development of the dilutive fresh
    produce segment.

-- Capex of about EUR38 million in 2017 reflecting the land
    purchase in Spain and the U.S., the acquisition of Norcal,
    and a large investment to set up in new geographies (Mexico,
    U.S.) and new business lines (fresh produce segment).
    Maintenance capex will amount to EUR2 million-EUR3 million of
    the total. Capex to decline to about EUR20 million in 2018
    and 2019.

-- No dividend distribution over the next two years.

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

-- Adjusted debt to EBITDA of 4.9x in 2018 and decreasing to
    4.2x, led by an EBITDA increase while debt remains stable.

-- EBITDA interest coverage over 4.5x in 2018 and over 5.0x in
    2019.

-- Adjusted free operating cash flow (FOCF) generation of about
    EUR10 million in 2018 and 2019.

S&P said, "The stable outlook reflects our view that the company
will be able to maintain its market positions and expand its
business in a profitable manner, especially in the raspberry
segment where it has built strong positions. We expect that the
company will be successful in gradually integrating down the
value chain, while maintaining adjusted EBITDA margins above 30%,
thanks to a more premium product mix. In addition, we forecast
positive FOCF in 2018 and 2019 and EBITDA interest coverage
comfortably above 3.0x.

"We could consider lowering the preliminary ratings if Planasa's
operating performance deteriorated, such that its free cash flow
generation were negative in 2018 and 2019. This could stem from
operational challenges such as sanitary issues harming its
reputation, aggressive competition against its proprietary
raspberry variety in the winter market, and higher expenses
related to its breeding programs. On top of lower absolute EBITDA
generation, negative cash flow generation would mainly result
from higher-than-expected capex requirements or working capital
swings. Finally, we could consider a downgrade if Planasa's
EBITDA interest coverage ratio fell below 2.0x.

"We would consider raising our ratings if Planasa increased its
scale and further diversified its sources of profits in terms of
crops and geographic footprint. An upgrade would be contingent on
the group demonstrating accelerated organic growth, with higher-
than-expected returns on investments. This should also be
combined with the financial sponsor's commitment to retaining
capital in the company and supporting a material decrease in
future refinancing risks."


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


BYRON: To Close Up to 20 Restaurants Under CVA Proposal
-------------------------------------------------------
BBC News reports that burger chain Byron could close up to 20
restaurants as part of a financial rescue proposal.

Accountancy firm KPMG, which is handling the restructuring,
confirmed the plan, which would also involve cutting rent
payments at other outlets, BBC relates.

Any deal would need approval from Byron's creditors, who will
vote on the plan on Jan. 31, BBC notes.

The restructuring would be carried out under a so-called company
voluntary arrangement (CVA), BBC discloses.

According to BBC, under the proposal, Byron will ask the
landlords of 20 restaurants, including sites in Manchester and
East London, to agree to a 55% cut in rent for six months.

Byron, which has more than 70 outlets, employs about 1,800 staff
across the UK.


CARILLION PLC: In Rescue Talks, Debt-for-Equity Swap Likely
-----------------------------------------------------------
Alan Tovey at The Telegraph reports that news emerged over the
weekend that Carillion plc will meet banks including Barclays,
HSBC and Santander about a potential refinancing deal.

The company's share price plunged more than 90% following a shock
profit warning this summer which saw the contractor announce
GBP845 million of writedowns and cost the chief executive his
job, The Telegraph relates.

According to The Telegraph, it is thought that the rescue plan
includes the company -- which is a contractor on the HS2 rail
link -- pulling out of some its most unprofitable contracts and
hammering out new terms on others.  There is speculation that the
Government -- which is a major customer -- might be asked to step
in with support as the company buckles under a GBP900 million
debt load, The Telegraph says.

Carillion's troubles continued last week when the Financial
Conduct Authority said it was investigating the "timeliness and
content" of Carillion's market announcements ahead of profit
warning, The Telegraph relays.

David Madden, analyst at CMC Markets, as cited by The Telegraph,
said: "This struggling construction company is hoping to be given
breathing space as mounting debts and poor cash flow are putting
the company under severe pressure."

He added: "Carillion has an enormous amount of work in the
pipeline but it is in dire need of short-term cash, and its
lenders aren't too keen to lend any more funds."

Others noted that Carillion still has some good contracts but its
huge debt load and pension liability now outweigh the enterprise
value, The Telegraph states.

"There's a chance of a debt-for-equity swap," The Telegraph
quotes one analyst as saying.  "But it's hard to see how willing
banks would be to risk putting more money into the business."

A debt-for-equity swap would reduce the pressure on Carillion's
balance sheet but would be unpopular with shareholders whose
stakes would be diluted, The Telegraph discloses.

Carillion plc employs about 43,000 people worldwide and provides
services to half the UK's prisons, as well as hundreds of
hospitals and schools.


DLG ACQUISITIONS: Moody's Alters Outlook to Pos., Affirms B3 CFR
----------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the ratings of DLG Acquisitions Limited, a leading UK-
based international television content producer. Concurrently,
Moody's has affirmed DLG Acquisition's B3 corporate family rating
(CFR) and B3-PD probability of default rating (PDR). In addition,
Moody's has affirmed the B2 rating of the GBP282 million first
lien term loan due 2021, the B2 rating of the GBP29.5 million
revolving credit facility due 2020 and the Caa2 rating of the
EUR100 million second lien term loan due 2022, all borrowed by
DLG Acquisitions.

"The decision to change the outlook to positive on All3Media
reflects Moody's expectation of improved operating performance
and credit metrics driven by strong market demand for content,
shareholder support for complementary acquisitions and reduced
exceptional costs," says Colin Vittery, a Moody's Vice
president -- Senior Credit Officer, and lead analyst for
All3Media.

RATINGS RATIONALE

All3Media's B3 rating reflects; (1) its established positions in
core markets (UK and Germany); (2) its well diversified portfolio
of programmes; (3) its broad customer base; (4) the exploitation
of high margin intellectual property rights through secondary
sales; and (5) the evidence of support from shareholders
Discovery Communications Inc. ("Discovery", Baa3 stable, at the
Discovery Communications LLC level) and Liberty Global plc
("Liberty Global", Ba3 stable) in the form of shareholder loans
to fund acquisitions.

The B3 rating also reflects; (1) its high Moody's adjusted
leverage forecast at 6.0x for 2017 but which the rating agency
expects to reduce to 5.7x in 2018; (2) its modest scale compared
to international competitors, which increases cash flow
volatility; (3) weak free cash flow expectations in 2017 and
2018; (4) the industry-wide challenge to innovate and refresh
programme formats; and (5) talent retention risk over the longer
term.

Following the acquisition of All3Media by DLG Acquisitions in
2014, All3Media has seen its management team transformed and a
number of its businesses restructured. All3Media has also
received considerable shareholder support to build the business
by acquisition, most recently with equity-equivalent funding of
the acquisitions of Raw and Betty TV. This transformation, means
that All3Media is well placed to grow EBITDA in 2018, reducing
leverage and improving cash flow metrics.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's view that Moody's-adjusted
Debt/EBITDA leverage will continue to improve from the expected
6.0x level for 2017 as EBITDA grows. The shareholder-funded
acquisitions of Two Brothers, Raw and Betty TV support this
growth, complementing the strong market fundamentals. The extent
of deleveraging in 2018 will, however, depend on the extent to
which All3Media increases its use of production financing, which
Moody's includes in its leverage calculations.

WHAT COULD MOVE THE RATING UP / DOWN

Positive rating momentum may arise, should; (1) the company
deliver on its business plan; especially with regard to the
development of the US business; (2) its Moody's-adjusted leverage
fall sustainably below 6.0x; and (3) All3Media reports positive
free cash flow (after capex and dividends) on a sustained basis.

Negative rating momentum may develop should; (1) Moody's adjusted
leverage moves towards 7.5x in the next 12-18 months; (2) free
cash flow is negative or other liquidity issues arise; (3)
All3Media fails to deliver growth in its core markets; (4) the
shareholders rein in their strategic and financial support.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: DLG Acquisitions Limited

-- Corporate Family Rating, Affirmed B3

-- Probability of Default Rating, Affirmed B3-PD

-- Senior Secured Bank Credit Facility, Affirmed B2

-- Senior Secured Bank Credit Facility, Affirmed Caa2

Outlook Actions:

Issuer: DLG Acquisitions Limited

-- Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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

DLG Acquisitions Ltd. ("DLG Acquisitions") is a joint venture of
Discovery Communications Inc. and Liberty Global plc. John
Malone, the US cable communications entrepreneur, is a key
shareholder and board member of both companies. DLG Acquisitions
is a holding company, which owns All3Media Holdings Limited,
which it acquired in 2014. All3Media is, through its
subsidiaries, an internationally active producer and distributor
of television programming. As of LTM September 2017, All3Media
generated (management unaudited) revenues of GBP574 million and a
Moody's adjusted EBITDA of GBP55.4 million.


IMMIGON PORTFOLIOABBAU: Moody's Withdraws Ba1 LT Sr. Debt Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn immigon portfolioabbau
ag's (immigon) long-term Ba1 senior unsecured debt and issuer
ratings. Concurrently, the rating agency has also withdrawn the
wind-down entity's standalone baseline credit assessment (BCA)
and its Adjusted BCA at ba3, its subordinate debt ratings at Ba3,
its non-cumulative preferred stock rating at C(hyb), as well as
its Counterparty Risk Assessments (CR Assessment) at
Baa3(cr)/Prime-3(cr). At the time of withdrawal the outlook on
the long-term debt and issuer ratings was stable.

Further, Moody's has also withdrawn the hybrid capital
instruments issued by OEVAG Finance (Jersey) Limited and
Investkredit Funding Ltd at Caa1(hyb).

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

LIST OF AFFECTED RATINGS

Issuer: immigon portfolioabbau ag

The following ratings and rating inputs of immigon portfolioabbau
ag have been withdrawn

-- Long-term Issuer Rating, withdrawn at Ba1 Stable

-- Senior Unsecured Regular Bond/Debenture, withdrawn at Ba1
    Stable

-- Subordinate Regular Bond/Debenture, withdrawn at Ba3

-- Senior Unsecured Medium-Term Note Program, withdrawn at
   (P)Ba1

-- Subordinate Medium-Term Note Program, withdrawn at (P)Ba3

-- Adjusted Baseline Credit Assessment, withdrawn at ba3

-- Baseline Credit Assessment, withdrawn at ba3

-- Long-term Counterparty Risk Assessment, withdrawn at Baa3(cr)

-- Short-term Counterparty Risk Assessment, withdrawn at P-3(cr)

-- Preferred Stock Non-cumulative, withdrawn at C(hyb)

-- Other Short Term, withdrawn at (P)NP

Outlook Action:

-- Outlook changed to Ratings Withdrawn from Stable

Issuer: Investkredit Funding Ltd

The following rating of Investkredit Funding Ltd have been
withdrawn

-- Preferred Stock Non-cumulative, withdrawn at Caa1(hyb)

Outlook Action:

-- Outlook changed to Ratings Withdrawn from No Outlook

Issuer: OEVAG Finance (Jersey) Limited

The following rating of OEVAG Finance (Jersey) Limited have been
withdrawn

-- BACKED Preferred Stock Non-cumulative, withdrawn at Caa1(hyb)

Outlook Action:

-- Outlook changed to Ratings Withdrawn from No Outlook


ZPG PLC: S&P Assigns Preliminary 'BB-' Corporate Credit Rating
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term
corporate credit rating to ZPG PLC, a leading online property
search and price comparison provider in the U.K.

S&P said, "We also assigned our preliminary 'BB-' issue rating to
the group's proposed 5.5-year GBP200 million unsecured notes. The
recovery rating is '3', indicating our expectations of average
recovery (50%-70%; rounded estimate 50%) in the event of a
payment default.

"The preliminary ratings are subject to the successful completion
of the transaction, and to our review of the final documentation.
If S&P Global Ratings does not receive the final documentation
within a reasonable timeframe, or if the final documentation
materially departs from the information we have already reviewed,
we reserve the right to revise or withdraw our ratings."

ZPG is a leading online property search and household service
comparison provider in the U.K. The group operates in two
business segments. In the property segment, major property
websites, such as Zoopla and PrimeLocation, enable consumers to
search for properties listed by estate agents. In the comparison
segment, ZPG's uSwitch and Money platforms provide consumers with
deals on household services, such as utilities, broadband, TV,
mobile, credit cards, and loans. S&P expects ZPG to generate
GBP313 million of revenues in the financial year (FY) ending
September 2018.

Since being publically listed in 2014, ZPG has been actively
reinvesting its cash flow and raising debt for a series of
acquisitions, which has helped extend the group's service
offerings to become a one-stop shop for prospective property
buyers, estate agents, and households. Major acquisitions include
Money and Hometrack in 2017, Property Software Group in 2016, and
uSwitch in 2015.

ZPG also achieved 10% organic growth in FY2017 on the back of
consumers' increasing demand for convenient digital platforms.
S&P expects online traffic to continue to grow over the next
several years, with significant market penetration opportunities
in mobile technology, where ZPG has already established a
position with its well-received mobile applications.

S&P considers that ZPG's business is constrained by its
relatively small scale and geographical concentration in the
U.K., where it generates over 95% of its revenue. The group's
revenue is 40% subscription-based, which provides some earnings
visibility. However, its property portal Zoopla is second to the
local competitor Rightmove, which has a long-standing dominant
market position with about 95% market coverage on property agents
(compared with ZPG's 87%) and exceptional profitability.

Nevertheless, ZPG's comparison segment, which represents slightly
over 50% of the group's revenue, provides product diversification
and cross-selling opportunities that many competitors do not
offer. uSwitch has the leading market position in energy
switching and telecoms switching (broadband, mobiles, pay TV, and
fixed telephone line), while Money has the No. 2 position in
switching credit cards and loans. The comparison segment is
highly competitive, however, with the main rival of uSwitch and
Money being Moneysupermarket.com Group PLC. Due to the unique
market position of each comparison provider, S&P also expects to
see some market consolidation activities in the comparison
segment in the following years, which could change the
competitive landscape.

S&P said, "Nonetheless, we recognize that the comparison segment
would also provide some diversification benefits to ZPG's
financial performance in the event of an economic downturn, as
consumers would seek more savings opportunities. We also consider
that, as an online business, ZPG is exposed to the inherent event
risk of an unexpected cyber-attack or a rival technological
breakthrough that could disrupt the group's expansion plan and
operating performance.

"Post refinancing, we forecast ZPG's S&P Global Ratings-adjusted
debt to EBITDA at 3.4x-3.6x in FY2018. If ZPG were to make no
further acquisitions, this could improve to 2.4x-2.6x in FY2019;
however, based on ZPG's acquisitive history, we forecast that the
group's adjusted leverage to remain at 3x-4x. In addition, the
group's financial covenant requirement not to exceed net leverage
of 3.5x (equivalent to roughly 4.0x on an S&P Global Ratings-
adjusted basis) is an integral factor that supports our ratings."

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

-- In anticipation of the U.K. leaving the EU, S&P forecasts
    U.K. real GDP growth falling to 1.5% in 2017 and 1.0% in 2018
    from 1.8% in 2016. Consumer price index inflation rising to
    2.7% in 2017 and 2.4% in 2018 from 0.6% in 2016. Overall,
    growing consumer price sensitivity provides a generally
    supportive trading environment in the comparison segment.

-- S&P forecasts that ZPG's revenue will experience significant
    growth of about 28% in FY2018 (from GBP244.5 million in
    FY2017) mostly stemming from the acquisition of Money, a
    former competitor that specializes in consumer financial
    service comparison, and the acquisition of Calcasa, the major
    residential property valuation provider in the Netherlands.
    In the absence of further acquisitions, S&P expects revenue
    growth to be 10%-12% in FY2019, which reflects increasing
    traffic in Zoopla, PrimeLocation, uSwitch, and Money, as well
    as cross-advertising and cross-selling opportunities.

-- S&P also expects that the group will benefit from its growing
    economies of scale, resulting in our adjusted EBITDA margin
    improving to around 33% in FY2018 and 36% in FY2019, from 31%
    in FY2017. Excluding S&P's adjustment on operating leases,
    capitalized website and software development costs, and
    stock-based compensation, this would translate into its
    reported EBITDA margin of around 31% in FY2018 and 35% in
    FY2019, from 30% in FY2017.

-- Low capital expenditure (capex) of GBP8 million-GBP11 million
    in FY2018 and FY2019, increasing from GBP7 million in FY2017,
    based on ZPG's tendency to acquire competitors rather than
    invest heavily in technological developments.

-- Dividend payout of 35%-45% of profit after tax.

-- The proposed refinancing does not involve an increase in debt
    or shareholder returns.

-- No currently planned acquisitions.

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

-- Post refinancing, S&P forecast its adjusted debt to EBITDA to
    be 3.4x-3.6x in FY2018. EBITDA growth and proactive repayment
    of drawings on the revolving credit facility (RCF) could
    improve leverage to 2.4x-2.6x in FY2019, assuming there are
    no acquisitions. S&P said, "However, we forecast adjusted
    leverage to remain at 3x-4x, based on ZPG's acquisitive track
    record. We also expect that ZPG will maintain positive
    headroom on its financial covenants."

-- Adjusted EBITDA cash interest coverage of around 9x in FY2018
    and 10x in FY2019.

-- Positive reported free operating cash flow (FOCF) of around
    GBP30 million in FY2018 and GBP55 million in FY2019. In the
    absence of further acquisitions, management intends to
    prioritize using free cash flow for repaying outstanding a
    amounts in the RCF, which is expected to be GBP124 million
    drawn after the completion of the refinancing. However, S&P
    also sees the risk that management might consume free cash
    flow for further acquisitions if market opportunities arise.

S&P said, "The stable outlook on ZPG reflects our expectation
that, based on its acquisitive track record, ZPG will maintain
adjusted leverage of 3x-4x and over 20% headroom on its financial
covenants over the next 12 months. This also reflects ZPG's
strong brand recognition and its highly profitable and cash-
generative digital platforms in the U.K. property listing and
household service comparison markets.

"We could lower the ratings on ZPG if we perceive an increase in
competition that could weaken the group's profitability and cash
flow generation, if adjusted debt to EBITDA looks set to exceed
4x, or if headroom tightens on the net leverage financial
covenants. This is equivalent to 0.5x leverage headroom under our
base-case forecasts. A downgrade could also occur if the group
adopts a more aggressive financial policy, for example by making
material shareholder returns or debt-funded opportunistic
acquisitions that we consider would weaken the group's credit
profile.

"We could raise the ratings if ZPG proactively reduces debt such
that we forecast adjusted debt to EBITDA to remain below 3x on a
sustained basis, while maintaining strong FOCF generation and
sufficient headroom on its net leverage financial covenant.
Prospects for a higher rating also depend on ZPG having a
conservative financial policy regarding debt-funded acquisitions
and shareholder returns."



                            *********

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 2018.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *