/raid1/www/Hosts/bankrupt/TCREUR_Public/180118.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 18, 2018, Vol. 19, No. 013


                            Headlines


C R O A T I A

AGROKOR DD: Court Recognizes HRK41.45 Bil. in Creditors' Claims


F R A N C E

ALTRAN TECHNOLOGIES: Moody's Assigns Ba2 CFR, Outlook Stable
ALTRAN TECHNOLOGIES: S&P Assigns Prelim 'BB' CCR, Outlook Stable
CASINO GUICHARD-PERRACHON: Fitch Affirms Then Withdraws BB+ IDR


G E R M A N Y

NIKI LUFTFAHRT: German, Austrian Administrators to Cooperate
PLATIN 1425.: S&P Assigns 'B' Corp Credit Rating, Outlook Stable


I R E L A N D

TYMON PARK: Fitch Assigns 'BB(EXP)' Rating to Class D-R Notes


L A T V I A

LIEPAJAS METALURGS: Insolvency Administrator to Auction Plant


L U X E M B O U R G

GARFUNKELUX HOLDCO: Moody's Affirms B2 Corporate Family Rating
GARFUNKELUX HOLDCO: S&P Affirms B+ LT ICR, Outlook Now Stable


N E T H E R L A N D S

IHS NETHERLANDS: Fitch Affirms B+ LT IDR, Outlook Negative
SELECTA GROUP: Moody's Rates New EUR1.3BB Sr. Secured Notes (P)B3


P O L A N D

IMPERA HOLDINGS: Fitch Affirms Then Withdraws B+ Long-Term IDR


R U S S I A

O'KEY GROUP: Fitch Affirms B+ Long-Term IDR, Outlook Stable


S P A I N

IM CAJAMAR 5: Fitch Affirms 'CCsf' Rating on Class E Debt


S W E D E N

HUBBR AB: Board Applies for Bankruptcy


U N I T E D   K I N G D O M

CARILLION PLC: Paid US$1 Bil. in Dividends Despite Mounting Debts
MISSOURI TOPCO: S&P Puts 'CCC+' CCR on CreditWatch Positive
PINNACLE BIDCO: Moody's Assigns B3 CFR, Outlook Stable
PINNACLE BIDCO: S&P Assigns Preliminary 'B' CCR, Outlook Stable
SEAFOOD SHACK: Accused by Creditor of Trading While Insolvent

TOGETHER FINANCIAL: Fitch Hikes IDR to BB, Outlook Stable


                            *********



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C R O A T I A
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AGROKOR DD: Court Recognizes HRK41.45 Bil. in Creditors' Claims
---------------------------------------------------------------
SeeNews reports that Croatia's ailing food-to-retail concern
Agrokor said on Jan. 16 the Zagreb Commercial Court has
recognized claims of the concern's creditors, previously stated
by Agrokor's extraordinary management, in the amount of HRK41.45
billion (US$6.8 billion/EUR5.6 billion).

The court has rejected claims worth HRK16.43 billion, the concern
said in a statement, citing a decision of the court, SeeNews
relates.

According to SeeNews, the creditors mutually contested each
other's claims in the amount of over HRK10.4 billion, while
claims and liabilities disputed by other creditors amount to over
HRK101 billion.

"The total sum of the upheld principal claims, before the end of
litigation, amounts to HRK31,043,173,116.50," SeeNews quotes
Agrokor as saying.

                         About Agrokor DD

Founded in 1976 and based in Zagreb, Crotia, Agrokor DD is the
biggest food producer and retailer in the Balkans, employing
almost 60,000 people across the region with annual revenue of
some HRK50 billion (US$7 billion).

On April 10, 2017, the Zagreb Commercial Court allowed the
initiation of the procedure for extraordinary administration over
Agrokor and some of its affiliated or subsidiary companies.  This
comes on the heels of an April 7, 2017 proposal submitted by the
management board of Agrokor Group for the administration
proceedings for the Company pursuant to the Law of Extraordinary
Administration for Companies with Systemic Importance for the
Republic of Croatia.

Mr. Ante Ramljak was simultaneously appointed extraordinary
commissioner/trustee for Agrokor on April 10.

In May 2017, Agrokor dd, in close cooperation with its advisors,
established that as of March 31, 2017, it had total liabilities
of HRK40.409 billion.  The company racked up debts during a rapid
expansion, notably in Croatia, Slovenia, Bosnia and Serbia, a
Reuters report noted.

On June 2, 2017, Moody's Investors Service downgraded Agrokor
D.D.'s corporate family rating (CFR) to Ca from Caa2 and the
probability of default rating (PDR) to D-PD from Ca-PD. The
outlook on the company's ratings remains negative.  Moody's also
downgraded the senior unsecured rating assigned to the notes
issued by Agrokor due in 2019 and 2020 to C from Caa2.  The
rating actions reflect Agrokor's decision not to pay the coupon
scheduled on May 1, 2017 on its EUR300 million notes due May 2019
at the end of the 30-day grace period. It also factors in Moody's
understanding that the company is not paying interest on any of
the debt in place prior to Agrokor's decision in April 2017 to
file for restructuring under Croatia's law for the Extraordinary
Administration for Companies with Systemic Importance.

On June 8, 2017, Agrokor's Agrarian Administration signed an
agreement on a financial arrangement agreement worth EUR480
million, including EUR80 million of loans granted to Agrokor by
domestic banks in April. In addition to this amount, additional
buffers are also provided with additional EUR50 million of
potential refinancing credit. The total loan arrangement amounts
to EUR1,060 million, of which a new debt totaling EUR530 million
and the remainder is intended to refinance old debt.


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F R A N C E
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ALTRAN TECHNOLOGIES: Moody's Assigns Ba2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a first-time Ba2 corporate
family rating (CFR) to Altran Technologies (Altran), a leading
engineering and R&D services company. The rating agency has
concurrently assigned a Ba2-PD probability of default rating and
Ba2 ratings to the senior secured term loan of EUR2,125 million
equivalent due 2025 and to the senior secured revolving credit
facility of EUR250 million due 2023 to be borrowed by Altran. The
outlook on all ratings is stable.

Altran plans to use the proceeds from the new term loan and the
EUR250 million senior secured equity bridge term loan (unrated)
to finance the acquisition of Aricent Technologies (Aricent, B3
stable) for EUR1.7 billion, refinance most of Altran's
outstanding debts and pay transaction fees. Altran also expects
to complete the equity rights issue of EUR750 million by the end
of June 2018 and subsequently use the proceeds exclusively to
repay the EUR250 million senior secured equity bridge term loan
and EUR500 million of the EUR2,125 million equivalent senior
secured term loan.

The rating action reflects the following drivers:

- Moody's estimates that Altran's leverage is high for the
   rating category at 4.6x based on the last twelve months to 30
   June 2017 (LTM June-2017) pro forma for the acquisition of
   Aricent and the expected EUR750 million right issue;

- The rating agency assumes that the company's planned EUR750
   million rights issue is successful with the proceeds being
   used exclusively to repay debt;

- Moody's takes into account Altran's publicly stated commitment
   to reduce its net leverage to below 2.5x within two years
   after the acquisition, which approximately equates to Moody's-
   adjusted leverage of 3.5x.

Issuer: Altran Technologies

Assignments:

-- Probability of Default Rating, Assigned Ba2-PD

-- Corporate Family Rating, Assigned Ba2

-- Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD4)

Outlook Action:

-- Outlook, Assigned Stable

RATINGS RATIONALE

"The acquisition of Aricent will enhance Altran's already leading
market position and high level of industry diversification, two
important credit positives. Moody's expect that the company will
delever to below 4.0x, which is in line with Moody's expectation
for the Ba2 rating, within the next 12-18 months based on the
mid-single-digit organic revenue growth rates and margin
improvement driven by the implementation of efficiencies and
synergies from the acquisition", says Andrey Bekasov, AVP and
Moody's lead analyst for Altran.

Altran's Ba2 CFR reflects the company's: 1) leading position as a
provider of engineering and R&D services to companies from
various industries, which reduces its concentration risk to a
particular industry; 2) positive underlying fundamental industry
trends, including increasing outsourcing and continued focus on
R&D; and 3) moderate free cash flow generation supported by low
capex requirements.

Conversely, the rating reflects the company's: 1) high leverage,
as measured by Moody's-adjusted debt/EBITDA, of 4.6x pro forma
for the acquisition of Aricent and the rights issue with expected
deleveraging below 4.0x within the next 12-18 months; 2) high
customer concentration across its divisions (compared to a
broader business services peer group); 3) exposure to cyclical
end markets with pricing pressures; and 4) reliance on continuous
recruitment of staff because of a high staff turnover rate, which
is nevertheless average for the industry.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Altran's
leverage, as measured by Moody's-adjusted debt/EBITDA, will trend
below 4.0x within the next 12-18 months.

FACTORS THAT COULD LEAD TO AN UPGRADE

- The company were to reduce leverage, as measured by Moody's-
adjusted debt/EBITDA, below 3.0x sustainably; and

- Moody's-adjusted RCF/Net ratio were to increase to high-teen
   digits;

- The company were to increase profitability, as measured by
   Moody's-adjusted EBITA margin, towards 20%; and

- The company were to meaningfully increase its scale, as
   measured by revenue

FACTORS THAT COULD LEAD TO A DOWNGRADE

- If the EUR750 million rights issue did not go ahead as planned
   and the company did not decrease debt by the same amount as
   expected;

- The company were to fail to reduce leverage, as measured by
   Moody's-adjusted debt/EBITDA, below 4.0x within the next 12-18
   months;

- Moody's-adjusted RCF/Net ratio were to fail to increase to
   mid-teen digits;

- The company were to lose large customers; or

- Cash flow were to turn negative

LIQUIDITY

Altran will have adequate liquidity supported by expected
positive free cash flow of around EUR100 million in 2018; cash of
EUR258 million at closing of the acquisition of Aricent; and
EUR250 million revolving credit facility (RCF), expected to
remain undrawn. Moody's notes intra-quarterly volatility of cash
flow with majority of cash flow generated in the second half of
the year. The company will have only one covenant for the benefit
of the RCF lenders only and tested when it is drawn by or more
than 40% (a "springing" covenant). Moody's expects that the
company will remain well in compliance with that covenant if it
is tested.

STRUCTURAL CONSIDERATIONS

The Ba2 ratings of the EUR2,125 million equivalent senior secured
term loan and the EUR250 million RCF in line with the Ba2 CFR and
Ba2-PD reflect a 50% corporate family recovery rate assumption.

METHODOLOGY

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

COMPANY PROFILE

Altran, headquartered in Neuilly-sur-Seine, France, is a leading
engineering and R&D services company with revenue of around
USD3.4 billion equivalent pro forma for the acquisition of
Aricent. The company has been listed on Euronext Paris exchange
since 1987. It is a component of the CAC Mid 60 equity index.


ALTRAN TECHNOLOGIES: S&P Assigns Prelim 'BB' CCR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB' long-term
corporate credit rating to France-based engineering, research,
and development (ER&D) services provider Altran Technologies S.A.
The outlook is stable.

S&P said "At the same time, we are assigning our preliminary 'BB'
and '4' issue and recovery ratings to Altran's proposed senior
secured seven-year EUR2.125 billion term loan B, and five-year
EUR250 million RCF. The preliminary '4' recovery rating reflects
our expectation of average recovery prospects (30%-50%; rounded
estimate: 45%) in the event of a payment default."

The final ratings will depend on the successful completion of the
proposed transaction -- including the expected issuance of EUR750
million of new equity to refinance the EUR250 million bridge
facility and prepay EUR500 million of the proposed EUR2.125
billion term loan -- and receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
ratings should not be construed as evidence of final ratings. If
S&P does not receive final documentation within a reasonable time
frame, or if the final documentation departs from materials
reviewed, it reserves the right to withdraw or revise its
ratings. Potential changes include, but are not limited to, use
of loan proceeds; the tenor, size, and conditions of the loans;
financial and other covenants; security; and ranking.

Altran, a global leader in the ER&D services market, announced on
Nov. 30, 2017, that it had agreed to acquire Aricent Technologies
US Inc., a technology design engineering service provider based
in the U.S., for a cash consideration of EUR1.73 billion ($2.0
billion). The acquisition is subject to customary closing
conditions and regulatory approvals, and will likely be completed
by the end of first-quarter of 2018. Combined, Altran and Aricent
reported pro forma sales of EUR2.9 billion for the 12 months
ended Sept. 30, 2017.

S&P's preliminary ratings reflect its view of the enlarged
group's satisfactory business risk profile. This assessment is
backed by Altran's and Aricent's leading positions in the ER&D
services market, where the group's size will be 1.5x that of the
second-largest player, and no competitor will benefit from a
comparable level of end-market diversification. Altran's dominant
positions in key vertical segments, such as automotive,
aerospace, transport, and life sciences, will be strengthened by
Aricent's leadership in semiconductor, telecommunications, and
enterprise software. The group's leading positions are protected
by the complex and stringent referencing process for ER&D
suppliers to become preferred suppliers of large customers.
Altran is referenced as a Tier 1 service provider in various
suppliers' panels, and benefits from strong, long-standing
relationships with its key customers. In addition, S&P expects
the ER&D services market will expand by high single-digit rates
over the next three years. In addition, the combined group has
strong offshore capabilities that we expect will enable it to
address clients' global needs, quickly deploy engineering
resources where needed, and offer a cost advantage with near-term
potential for margin improvement.

S&P said, "However, Altran is smaller than other companies we
rate in the business services sector, having generated EUR2.9
billion of revenues for the 12 months ended Sept. 30, 2017. It
also has a limited presence outside Europe, where it derived
about 80% of pro forma revenue in 2017, although Aricent will
enhance its presence in North America, where the combined group
derived about 15% of pro forma revenue last year. In addition,
the ER&D outsourced services market is highly fragmented and
competitive, where suppliers have, in our view, limited
bargaining power. Nevertheless, we consider that the risk of lost
or reduced contracts is mitigated by Altran having multiple
contracts with many clients. We consider that Altran's operating
efficiency is somewhat constrained by a significant share of
staff costs (about 70% of revenues), which may be difficult to
reduce, given the highly specialized nature of the group's
services, in our view.

"We note that Altran's profitability has been fairly stable over
the past three years, with adjusted EBITDA margins at 10%-13%. We
believe Aricent's inclusion could somewhat increase the
volatility of earnings, although improve absolute profitability,
due to Aricent's higher margins.

"We assess Altran's financial risk profile as aggressive, based
on Altran's relatively high post-transaction leverage, with the
S&P Global Ratings-adjusted debt-to-EBITDA ratio at 5.6x. We
expect this ratio will reduce to below 4.5x following the
anticipated prepayment of the EUR250 million RCF and EUR500
million of the proposed EUR2.125 billion term loan, given the
group's intention to issue EUR750 million of new equity in the
coming months. We anticipate that the group's strong cash flow
generation capacity, supported by limited capital expenditure
(capex) needs and a relatively conservative dividend policy, will
support gradual deleveraging.

"We project the group's EBITDA margins will strengthen over 2018-
2019, thanks to increased offshoring that will result in lower
staff costs; reduced selling, general, and administrative (SG&A)
expenses; as well as improved invoicing ratios, in line with
Altran's strategic plan. This is also supported, in our opinion,
by Altran's track record of margin improvement over the past
three years. The combined group's operating margins should also
benefit from high margins in Aricent's enterprise software
segment, driven by recent intellectual property contracts with
IBM and the impact of restructuring efforts. We consider
restructuring costs to address operational needs and competitive
challenges in our EBITDA calculation.

"At the end of 2018, after the expected EUR750 million capital
increase, we forecast the adjusted debt-to-EBITDA ratio will be
about 4.2x. Our adjusted debt figure includes EUR1.625 billion
outstanding on the new senior secured term loan (after the
planned prepayment of EUR500 million), a EUR79 million recourse
factoring liability, off-balance-sheet factoring of about EUR175
million, operating leases of about EUR224 million, pension
obligations of about EUR36 million, and EUR23 million related to
earn-out commitments. We also deduct our estimate of EUR160
million of surplus cash expected for the end of 2018 to arrive at
the overall adjusted debt figure.

"The stable outlook reflects our view that Altran will face no
significant operational issues in integrating Aricent, and the
enlarged group's revenue will increase by mid-single digits over
the next 12 months. We also project that the group's adjusted
EBITDA margins will improve to about 16% and cash flow leverage
metrics will remain commensurate with the rating. Specifically,
we forecast adjusted debt to EBITDA of 4.0x-4.5x and adjusted FFO
to debt of 15%-20% over that period.

"We could consider a negative rating action if Altran
consistently showed lower-than-expected revenue growth and
subdued EBITDA margins, or is unable to raise the planned EUR750
million of equity, repay the proposed bridge loan, and prepay
EUR500 million on the proposed term loan."

Rating pressure could arise if the group attempted material debt-
funded acquisitions before it fully integrated Aricent, or
undertook exceptional shareholder distributions beyond our
expectations. The rating could also come under pressure if
conditions in the group's main markets became tougher, for
example due to increased competition; integration costs were
higher than expected; or operational restructuring costs weakened
the FFO-to-debt ratio to below 16% for a prolonged period.

S&P said, "We could raise the ratings if we believed Altran's
EBITDA margins would be significantly stronger than we currently
expect, alongside material FOCF, with no additional large debt-
funded acquisitions or exceptional shareholder distributions. In
particular, we could consider an upgrade if FFO to debt
increased, staying firmly above 20%, and debt to EBITDA reduced
sustainably below 4.0x."


CASINO GUICHARD-PERRACHON: Fitch Affirms Then Withdraws BB+ IDR
---------------------------------------------------------------
Fitch has affirmed French food retailer Casino Guichard-Perrachon
SA's (Casino) Long-Term Issuer Default Rating (IDR) at 'BB+' with
a Stable Outlook. Concurrently, Fitch has affirmed Casino's
Short-Term IDR at 'B' and senior unsecured rating at 'BB+', as
well as Casino Finance SA's senior unsecured (debt guaranteed by
Casino) long- and short-term ratings of 'BB+'/'B'. All ratings
have been withdrawn.

Fitch has withdrawn Casino's ratings for commercial reasons. The
agency reserves the right at its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch will no longer provide ratings for, or
analytical coverage of Casino.


KEY RATING DRIVERS

Enhanced Profitability Outlook: The affirmation reflects the
strong positioning of Casino in its key markets of France, Brazil
and Colombia, as well as its above-average profitability.
Following a significant deterioration up to 2016, Fitch expects
profit margins will rebound and be in line with higher-rated
companies in the 'BBB' category. The uplift should be driven by
the comprehensive repositioning of the French and Brazilian
activities.

High Financial Leverage to Persist: The group's IDR is however
heavily constrained by its high leverage, which Fitch assess on a
proportionally consolidated basis due to Casino's only partial
ownership of its Latin American assets. Fitch expect FFO adjusted
net leverage (proportionally consolidated) to stay at or above
4.5x (median of the food retailers' 'BB' rating category) at
least until 2019. The expected operational and financial
improvement of the 100%-owned French operations, from which the
majority of the debt has been issued, and to a lesser extent of
the Brazilian activities are unlikely to be sufficient to push
the leverage below this level within the next three years.

Past Disposals Helped Deleveraging: Casino's disposal of Big C
Thailand and Vietnam in 2016 has benefited the holding company,
with a large part of proceeds repaying debt at this level. The
gap between holding and group proportionally consolidated FFO-
adjusted net leverage (continued activities) has fallen to 0.7x
in 2016 from 4.4x in 2014.This issue, largely addressed in 2016,
follows Casino's past acquisitive stance, which had created
capital structure imbalances reflected in a significant mismatch
between debt (mostly at the holding level) and cash (mostly
located in partly owned subsidiaries) across the group.

DERIVATION SUMMARY

Casino is smaller than its European food retail peers and has a
weaker position in its main market, than Carrefour (BBB+/Stable)
in France or Tesco (BB+/Stable) in the UK. However, it has a
higher-than-average EBITDAR margin due to its format mix in
France and strong presence in less mature countries such as
Brazil and Colombia. In comparison to most peers its rating is
weighed down by a more leveraged financial profile. A significant
asset disposal programme has allowed it to significantly reduce
its net debt level, yet its deleveraging process is hampered by
only a slow improvement in FFO generation.

KEY ASSUMPTIONS

Not applicable


RATING SENSITIVITIES

Not applicable

LIQUIDITY

Adequate Liquidity: Both the group and the parent (including
100%-owned entities) have a comfortable liquidity profile. At
end-2016 the parent's (including 100%-owned French entities)
short-term debt maturities of approximately EUR1.3 billion were
well covered by EUR3.5 billion readily available cash and EUR3.8
billion available committed credit lines. Parent liquidity is
further supported by the significant asset disposals completed
over 2015-2016 and a well-spread debt maturity profile.

FULL LIST OF RATING ACTIONS

Fitch has affirmed and withdrawn the following ratings:

Casino Guichard-Perrachon SA:
-- Long-Term IDR 'BB+'/ Stable Outlook
-- Short-Term IDR 'B'
-- Long-term senior unsecured 'BB+'
-- Short-term senior unsecured' B'
-- EUR600 million perpetual preferred constant maturity swap
securities and EUR750 million deeply subordinated fixed to reset
rate (DS) notes 'BB-'

Casino Finance SA:
-- Senior unsecured (debt guaranteed by Casino Guichard-
Perrachon SA): 'BB+'/'B'


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G E R M A N Y
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NIKI LUFTFAHRT: German, Austrian Administrators to Cooperate
------------------------------------------------------------
Shadia Nasralla, Kirsti Knolle and Alistair Smout at Reuters
report that settling a legal dispute, airline Niki's German and
Austrian administrators agreed to cooperate to resolve the
insolvent carrier's future swiftly and guarantee legal certainty
for its buyer.

New offers can be made for Niki until Friday, Jan. 19, and a
decision will follow within days, German administrator Lucas
Floether and his Austrian counterpart Ulla Reisch said in a joint
statement on Jan. 16, Reuters relates.

"The signatures of both administrators will guarantee the buyer
legal security for the closing of the sales contract," Reuters
quotes Messrs. Floether and Reisch as saying.

                        About Air Berlin

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

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

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

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

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


PLATIN 1425.: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to Platin 1425. GmbH, the holding company of German
measuring technology firm Schenk Process. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
the EUR425 million senior secured notes, issued by Platin 1426.
GmbH. The recovery rating on these notes is '4', indicating our
expectation of average recovery (rounded estimate: 30%) in the
event of payment default.

"The ratings are in line with the preliminary ratings we assigned
on Dec. 4, 2017. The final documentation does not depart
materially from what we reviewed in December. The issue amount
was in line with the figure proposed, and the achieved interest
rate was slightly higher than we expected, albeit remaining in
line with our assessment of the group's financial risk profile
and the current rating."

Schenck Process is one of the leading providers of measuring
technology based in Germany. The group offers weighing, feeding,
screening, and automation solutions for various industries
globally, including mining, cement, chemical, metals, and food.
Schenck Process maintains a diversified customer base and broad
geographic diversification of both production facilities and
sales generation. In 2016, the company generated EUR516 million
in revenues and reported EBITDA of EUR37 million, hampered by
charges related to cost-efficiency measures.

S&P views Schenck Process as a niche player, exposed to highly
cyclical markets in the metals and mining industry, as well as
the industry's fragmentation, with the result that Schenk Process
competes against a variety of competitors in each division, which
in turn leads to low price-setting power. Overall, the group has
rather limited scale and scope compared with other companies in
the capital goods sector. With the latest recovery in commodity
prices, the operating environment for its clients in the minerals
and metals segment has improved. Although industry capacity
utilization rates rather than capital expenditure (capex) cycles
fuel the group's profitability, we expect that clients will
remain cautious about capex, focusing on existing projects and
limiting capex on new projects.

The group's good geographic diversification, a diverse customer
base with longstanding client relationships, and its leading
position in some niche markets (like mining in Australia)
mitigate the weakness mentioned just above. Although Schenck
Process serves cyclical end markets, it benefits from volumes
processed through its aftermarket business.

S&P said, "We expect that the group will continue to strengthen
its aftermarket business and focus on stable market segments,
which should further enhance stability in earnings and cash flow.
The group's high share of aftermarket sales and EBITDA has
historically translated into a favorable degree of resilience to
cyclical downturns. During the steep economic downturn of 2008-
2009, Schenck Process experienced a lower peak-to-trough decline
in sales and in margins than the industry average. Over the past
two years, Schenck Process has undertaken considerable
restructuring efforts, and the related expenses have burdened the
generation of S&P Global Ratings-adjusted EBITDA. Cost-efficiency
initiatives included a meaningful headcount reduction, as well as
closings of low-margin and noncore businesses. We expect these
measures will have had a positive impact on margins from 2017,
and that the S&P Global Ratings-adjusted EBITDA margin should
recover to about 14.5% compared with 7% in 2016.

"Furthermore, the group's private-equity ownership structure
under a financial sponsor constrains our financial risk profile
assessment. We expect that Schenck Process' fully S&P Global
Ratings-adjusted debt-to-EBITDA ratio will be at 6x in 2017, with
a reduction to less than 5.5x from 2018. The financial risk
profile is supported, however, by our expectations of moderate
volatility in Schenck Process' operating cash flow, the group's
ability to continue generating positive free operating cash flow
(FOCF) under our base case, and the maintenance of healthy cash
interest-coverage ratios exceeding 3x in 2017 and 2018. In our
financial risk profile assessment, we also incorporate our
opinion of the group's adequate liquidity and covenant headroom
of about 40% in the next 12 months."

In S&P's base-case scenario for Schenk Process in 2017 and 2018,
it assumes:

-- GDP growth in the eurozone of 2.2% in 2017 and 1.8% in 2018,
    and in North America of 2.2% in 2017 and 2.3% in 2018.

-- Revenue growth of 4%-6% in 2017 and 2018, thanks to mild
    recovery in the commodities industry, a pick-up in demand
    from food, chemicals, and plastics end-markets, an increase
    in the installed base, and expected growth in the aftermarket
    segment.

-- An S&P Global Ratings-adjusted EBITDA margin of around 14.5%
    in 2017, improving to 15.5% on the back of the positive
    impact from completed reorganization measures and
    strengthened revenues.

-- Capex of around EUR19 million in 2017, owing to onetime
    investments in production facilities in the U.S., reducing to
    around EUR15 million in 2018.

-- No dividend payments.

Based on these assumptions, S&P expects:

-- Funds from operations (FFO) to debt of 9%-11% in 2017 and
    2018.

-- Positive FOCF.

-- Debt to EBITDA of about 6x in 2017, improving to less than
    5.5x in 2018.

-- FFO cash interest coverage at 3.0x-3.5x in 2017 and 2018.

S&P said, "We assess Schenck Process' liquidity as adequate. In
our projections, we assume that the ratio of potential sources of
liquidity to uses will exceed 1.2x in the next 12 months. S&P
expects sources of liquidity will exceed uses in the same period,
even if forecast EBITDA declines by 15%.

S&P estimates that principal liquidity sources include:

-- About EUR20 million in cash and cash equivalents on Dec. 31,
    2017.

-- A EUR45 million undrawn super senior revolving credit
    facility (RCF) that matures in 2022.

-- Positive operating cash flow of EUR30 million-EUR35 million
    over the next 12 months.

S&P estimates that principal liquidity uses will include:

-- Intrayear working-capital outflows of no more than EUR15
    million per year.

-- Annual capex of around EUR19 million in 2017 and EUR15
    million in 2018.

-- No dividends in the next 12 months.

S&P assesses the group's covenant headroom as adequate for both
the RCF and senior secured notes.

S&P said, "The stable outlook reflects our expectation that
Schenck Process' operating and financial performance will be
supported by its sizable aftermarket sales and stabilizing end-
markets, enabling the group to generate FFO cash interest
coverage above 2.5x at all times and debt to EBITDA not exceeding
6.0x, accompanied by gradual deleveraging and improvement of key
credit ratios. We further expect the group will increase EBITDA
generation year on year, without significant restructuring
charges over the next three years.

"We would likely lower our rating if we perceived weakening of
Schenck Process' business risk profile or deterioration of the
group's operational and financial performance, leading to lower
margins, higher earnings volatility, and weaker cash flow
generation. We would consider a negative rating action if debt to
EBITDA would reach more than 6.0x or FFO cash interest coverage
fell below 2.5x.

"Prospects for an upgrade are limited, in our view. We could
consider raising our rating if Schenck Process' operating
performance and credit metrics materially strengthen and are on a
clear trend to be in line with our aggressive financial risk
profile category -- for example, debt to EBITDA below 5x and FFO
to debt above 15%. This would be subject to our opinion that a
more conservative financial policy would underpin such
improvement."


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


TYMON PARK: Fitch Assigns 'BB(EXP)' Rating to Class D-R Notes
-------------------------------------------------------------
Fitch Ratings has assigned Tymon Park Designated Activity Company
refinancing notes expected ratings as follows:

EUR238 million class A-1A-R notes: assigned 'AAA(EXP)sf'; Outlook
Stable
EUR5 million class A-1B-R notes: assigned 'AAA(EXP)sf'; Outlook
Stable
EUR27 million class A-2A-R notes: assigned 'AA(EXP)sf'; Outlook
Stable
EUR15 million class A-2B-R notes: assigned 'AA(EXP)sf'; Outlook
Stable
EUR24 million class B-R notes: assigned 'A(EXP)sf'; Outlook
Stable
EUR22 million class C-R notes: assigned 'BBB(EXP)sf'; Outlook
Stable
EUR26.5 million class D-R notes: assigned 'BB(EXP)sf'; Outlook
Stable

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

Tymon Park Designated Activity Company (previously Tymon Park CLO
Limited) is a cash-flow collateralised loan obligation (CLO). Net
proceeds from the notes are being used to refinance the current
outstanding class A to D notes. The issuer will not issue any
class E notes as refinancing notes on the refinancing date. The
portfolio is managed by Blackstone/GSO Debt Funds Management
Europe Limited.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B'/'B-'category. The weighted-average rating factor of the
current portfolio is 33.21.

High Recovery Expectations
The portfolio will comprise a minimum of 90% senior secured
obligations. The weighted average recovery rate (WARR) of the
current portfolio is 67.35%

Extended Weighted Average Life (WAL)
On the refinancing date, the issuer will extend the WAL covenant
by 1.25 years to 7.15 years as part of the refinancing of the
notes and updates the Fitch Test Matrix.

Limited Interest Rate Risk
Fitch modelled both a 10% and a 0% fixed-rate bucket in its
analysis, and the rated notes can withstand the interest-rate
mismatch in both scenarios.

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

TRANSACTION SUMMARY

Tymon Park Designated Activity Company closed in December 2015.
The transaction is still in in its reinvestment period, which is
set to expire in January 2020. The issuer is now issuing new
notes to refinance part of the original liabilities. The notes A-
1A, A-1B, A-2A, A-2B, B, C, and D will be redeemed in full as a
consequence of the refinancing.

The refinancing notes bear interest at a lower margin over
EURIBOR than the notes being refinanced. The remaining terms and
conditions of the refinancing notes (including seniority) are the
same as the refinanced notes.

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

VARIATIONS FROM CRITERIA

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

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

RATING SENSITIVITIES

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

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


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


LIEPAJAS METALURGS: Insolvency Administrator to Auction Plant
-------------------------------------------------------------
Ukrainian News Agency, citing the Latvian portal delfi.lv,
reports that the insolvency administrator of the Liepajas
Metalurgs steel plant (Latvia) has decided to auction the plant.

According to Ukrainian News Agency, the portal said this decision
was made because none of the proposed buyers of KVV Liepajas
Metalurgs complied with the requirement by the plant's secured
creditors to provide the required guarantees confirming that they
are capable of acquiring the plant and re-launching its
operation.

In addition, according to the report, the administrator's
representative Dzintars Hmieleuskis said that KVV Metalurgs'
assets would be sold in parts at several auctions, Ukrainian News
Agency relates.

A plan for selling the assets will be prepared in the coming
days, and auctions will possibly begin in February, Ukrainian
News Agency discloses.

A potential investor in KVV Liepajas Metalurgs was given two
weeks to make a decision on purchase of the plant in early
January, Ukrainian News Agency notes.

Yevhen Kazmin, the owner of Liepajas Metalurgs and a co-owner of
the Ukrainian-based KVV Group, has filed a lawsuit against the
Latvian government at the International Centre for Settlement of
Investment Disputes (ICSID) for declaring the plant insolvent,
Ukrainian News Agency relays.

The KVV Group stopped production at the Liepajas Metalurgs plant
in February 2016, Ukrainian News Agency recounts.


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


GARFUNKELUX HOLDCO: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) of Garfunkelux Holdco 2 S.A. (Lowell). Moody's has
also affirmed the B2 local and foreign ratings assigned to the
senior secured notes issued by Garfunkelux Holdco 3 S.A., and the
Caa1 foreign currency rating assigned to the senior notes issued
by Garfunkelux Holdco 2 S.A. The outlook on all ratings is
stable. At the same time, the agency has assigned provisional
(P)B2 local and foreign currency ratings to the proposed GBP620
million equivalent senior secured bonds to be issued by
Garfunkelux Holdco 3 S.A. as part of the financing for the
proposed acquisition of a business unit from Intrum Justitia AB
(Intrum, Ba2 Positive).

Moody's issues provisional ratings in advance of the final sale
of securities. These ratings represent the rating agency's
preliminary credit opinion. A definitive rating may differ from a
provisional rating if the terms and conditions of the final
issuance are materially different from those of the draft
prospectus reviewed.

The rating action follows the group's announcement of a
comprehensive financing structure which aims to fund the
acquisition of Lindorff AB's businesses in Denmark, Estonia,
Finland and Sweden as well as Intrum's business in Norway. The
proceeds of the issuance of the proposed notes, together with a
EUR82 million equity injection from Lowell's shareholders, will
be used to fund the acquisition. Although the sale is subject to
antitrust approval, approval is likely given that Lowell does not
have Nordic operations. The companies expect to complete the deal
during the first half of 2018.

RATINGS RATIONALE

The rating action reflects Moody's view that:

(1) The acquisition will impede Lowell's ability to deleverage
and improve its solvency metrics over the next 12-18 months,
although the expected increase in leverage will still be
consistent with a B2 CFR.

(2) The integration risks, which are inherent to such large
acquisitions, including Lowell's ability to set up adequate
governance and risk management structures, are mitigated by
Lowell's track record of growing through successive acquisitions
in mature markets, and successfully completing the integration
processes.

(3) Expected benefits stemming from the acquisition, including
(a) the strengthening of the franchise through sectorial
diversification, (b) realizing cost savings through economies of
scale, and (c) improving financial flexibility, will likely not
materialize before 2019, which is beyond Moody's outlook period.

Moody's estimates that the current leverage ratio of 5.1x total
debt/ annualised adjusted EBITDA (based on Q3 2017 EBITDA) will
have increased to 5.4x at year-end 2017. Because of Lowell's
expected growth through the upcoming acquisition, Moody's does
not expect the group to effectively reduce its net debt over the
tenor of the bonds, but achieve the deleveraging by increasing
its EBITDA, which increases the refinancing risk. Moody's however
views Lowell as having visibility over its cash flow generation
capacity, given (a) the high proportion of future collections
linked to long-term repayment plans with recurring payment
methods, (b) the 53% of total debt purchases coming through
forward flow agreements, as at September 2017, and (c) the
sizable contribution of the third-party collection business,
which generates less capital-intensive and more stable earnings.

The success of the expected acquisition will rely on Lowell's
ability to combine both companies' analytical models, realize
synergies through cost reductions, sharing of best practices and
cross selling of products across markets. Moody's considers that
Lowell has a strong track-record of successfully completing such
acquisitions and entering new market segments. The group's recent
expansion strategy has relied on a number of mergers and
acquisitions since 2013, including the GFKL-Lowell merger in 2015
which was of comparable size, enabling the group to successfully
penetrate the insurance and fitness sectors in Germany. Moody's
notes that the characteristics of the core markets in which
Lowell will now operate share some distinctive features, such as
the strong and stable legal and regulatory environment, and the
increased regulatory scrutiny and cost of compliance.

The acquisition is expected to improve Lowell's operating
diversification by rebalancing its business mix between debt
purchasing and third-party collection. Lowell will benefit from
the more balanced revenue stream of the acquired business unit,
which derives more than 50% of its revenue from third-party
collection versus 20% for Lowell, based on the three-month period
to September 30, 2017. The future combined group will be the
second largest pan-European credit management company by revenue,
with top-3 market positions in its core UK, German and Nordic
markets. Moody's considers such a dominant market position will
afford Lowell a competitive edge, given the existence of high
barriers to entry in all of its core markets. Moody's believes
vendors are more inclined to sell their portfolios to established
and sizable players. Assuming a successful integration process,
the future combined group's scale will support its ability to
absorb compliance costs and investments in technological
innovation, while its strong track-record of regulatory
compliance will be attractive to vendors facing regulatory
scrutiny and conduct-related costs.

The (P)B2 rating assigned to the senior secured notes to be
issued by Garfunkelux Holdco 3 S.A. and the affirmation of the B2
rating of its outstanding senior secured notes reflect the notes'
positioning within the group's funding structure, significant
asset coverage and level of seniority over other liabilities.

The affirmation of the Caa1 rating assigned to the senior notes
issued by Garfunkelux Holdco 2 S.A. reflects the structural
subordination of this entity to Garfunkelux Holdco 3 S.A. It also
reflects the book value of Lowell's tangible assets to result in
no asset coverage to the senior notes in the event of
liquidation.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook incorporates Moody's expectations that the
expected deterioration of Lowell's financial flexibility over the
short-term will still be consistent with a B2 CFR, while the
expected benefits stemming from the acquisition will likely
materialize beyond the outlook period.

What Could Change the Rating - Up

Lowell's CFR could be upgraded because of: (1) a faster-than-
anticipated improvement in leverage metrics, as reflected in
total debt-to-adjusted EBITDA, going to 4.75x, and (2) adjusted
EBITDA-to-interest coverage going to 4.25x. An increase in
funding or operational diversification supporting sustained and
resilient performance could also contribute to a rating upgrade.

What Could Change the Rating - Down

Downward ratings pressure could develop as a result of Lowell
group's credit profile becoming more aggressive, owing to a
change in its business mix and/or financial metrics. This could
be reflected in: (1) a further increase in leverage, above 5.5x;
(2) a sustained decline or less resilient operating performance;
(3) a significant decline in interest coverage; and / or (4) a
protracted decrease in profitability. Furthermore, a downgrade
could result from a failure to successfully integrate the
acquired business units.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in December 2016.


GARFUNKELUX HOLDCO: S&P Affirms B+ LT ICR, Outlook Now Stable
-------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on
Luxembourg-based debt collection company Garfunkelux Holdco 2
S.A. (Lowell) to stable from developing. At the same time, S&P
affirmed its 'B+/B' long- and short-term issuer credit ratings.

S&P also assigned its 'B+' issue rating and '3' recovery rating
to the proposed senior secured notes and senior floating-rate
notes issued by Garfunkelux 3. The rating is subject to S&P's
review of the notes' final documentation.

S&P also affirmed:

-- The 'B+' issue rating on the existing senior secured notes
    issued by Garfunkelux 3, with an unchanged recovery rating of
    '3';

-- The 'BB' issue rating on super senior revolving credit
    facility co-issued by Lowell Holding GmbH and Simon Bidco
    Ltd., with an unchanged recovery rating of '1'; and

-- The 'B-' issue rating on the senior unsecured notes issued by
    Garfunkelux 2, with an unchanged recovery rating of '6'.

The rating affirmation and outlook revision to stable on Lowell
reflect S&P's expectation that the group's leverage will
moderately weaken after the acquisition, but that over time,
successful integration of the acquired businesses has potential
to further strengthen its position in the European debt
collection industry.

This view acknowledges that Lowell's credit metrics are at the
weaker end of its direct peer group due to a phase of rapid
growth, and that its EBITDA margin of 50%-60% is also lower than
the average 70%-80% for its peers. While the group will also face
operational risks associated with integration, S&P views its
track record of recent mergers and acquisitions as satisfactory.
Despite the challenges of higher leverage and a newly acquired
business, we currently consider that a negative outlook would
overstate the likelihood of a possible future downgrade. However,
the group would become more vulnerable to a negative rating
action if, for example, its credit metrics weaken further, or it
experiences difficulties incorporating a new region into its
existing group, through potential cultural differences or client
attrition, for example.

On Jan. 15, 2018, Lowell announced its intention to issue new
senior secured notes and new floating-rate notes from Garfunkelux
3, totaling about GBP620 million. Combined with new equity from
Lowell's financial sponsor, the company intends to use the
proceeds to fund the purchase of Intrum's carve-out business and
pay related transaction fees. As part of the merger between
Intrum and Lindorff in June 2017, the European competition
authorities required a partial divestment of the group's Nordic
business. Lowell is therefore acquiring Intrum's Norwegian
business and Lindorff's Swedish, Danish, Finnish, and Estonian
businesses, collectively known as RemCo. RemCo's EUR190 million
net revenue at mid-year 2016 was evenly split between debt
purchasing and other credit management services, and it is
predominantly focused on consumer unsecured financial services
debt.

On a stand-alone basis, Lowell reported significant growth in the
12 months to Sept. 30, 2017, with portfolio acquisitions up 14%
to GBP271 million and cash EBITDA up 19% to GBP293 million. Its
gross debt to past 12 months EBITDA reduced slightly to 5.1x from
5.2x a year earlier. Given that the acquisition is predominantly
debt-financed, S&P expects its pro forma leverage will weaken to
about 5.4x when the transaction closes. However, over the next 12
months we continue to forecast the group to be at the weaker end
of the following ranges:

-- Gross debt to adjusted EBITDA between 4x-5x;
-- Funds from operations to gross debt between 12%-20%; and
-- Adjusted EBITDA to interest expense between 2x-3x.

S&P's forecast is supported by Lowell's publicly stated medium-
term leverage guidance of net debt to EBITDA, which is below
4.5x.
While S&P recognizes the likelihood the group will undershoot
management's guidance for the next 12 months, its expectation of
a positive trend in credit metrics is based on:

-- A moderation in the pace of growth, with combined total
    revenue growing by about 10% during 2018;

-- Continued growth in debt servicing revenue, which has lower
    investment requirements;

-- Improvement in the group's EBITDA margin, reflecting its
    increased scale and focus on operational efficiency; and

-- No further significant debt-financed acquisitions.

S&P said, "Our rating on Lowell also reflects the group's
concentrated focus on the distressed debt industry and current
coverage of mature markets that are exposed to significant
competitive pressures. This is somewhat offset by its good asset
class diversification relative to peers, and its top tier market
positions in Austria, Germany, and the U.K. Over time, we think
this transaction will also benefit the group's business profile
through a wider geographic presence, increased scale and good
market positions in stable and well-known markets, and a more
balanced revenue profile with a higher proportion of income from
servicing of third-party debt portfolios. However, material
upside in these areas is limited within the next 12 months
because of near-term execution risks and longer-term comparisons
with peers such as Intrum Justitia, which benefits from greater
scale, diversity, and a more mature corporate strategy, in our
view.

"We lower our final rating by one notch based on our view that,
among other things, Lowell's credit metrics are weaker compared
with peers rated 'BB-' or 'B+', and we continue to think there is
some uncertainty regarding the group's future financial policy
under its current ownership structure. We believe that continued
weaker credit metrics relative to peers reflects the relative
immaturity of its financial sponsor ownership and recent fast
pace of growth, which has included a phase of heightened merger
and acquisition activity.

"Based on Lowell's likely sources and uses of cash over the next
12 months, we view the company as having an adequate liquidity
profile. We expect sources of liquidity will exceed uses by at
least 1.2x in the coming 12 months."

S&P anticipates the company will have the following principal
liquidity sources over the next 12 months:

-- A senior revolving credit facility of EUR200 million, and no
    short-term debt maturities; and

-- Cash generation from debt recovery.

S&P anticipates the company will have the following principal
liquidity uses over the same period:

-- Portfolio acquisitions, which are the main cash outflow; and
-- Efforts to improve operational efficiency.

S&P said, "The stable outlook reflects our view that Lowell will
improve its post-transaction leverage profile and profitability
while making progress on integrating the newly acquired business
over the next 12 months. Although we expect leverage to remain
relatively weak compared with direct peers, we expect the group
will maintain sufficient cash collections to support debt-
servicing, and that it will maintain its competitive position in
the U.K., Germany, and the Nordic region.

"We could lower the ratings if Lowell's appetite for increasing
leverage persists, or we no longer expect the group to make
progress on its medium-term leverage target over the next 12
months. A decline in the group's cash collections, or an
unanticipated rise in costs that pressure our expectation of
improving profitability and credit metrics, could also lead us to
lower the ratings."

Lowell's ownership structure and credit metrics currently
constrain the rating. An increase in the predictability of the
group's long-term financial policy and corporate strategy, and
improving profitability and credit metrics that are more in line
with the average of its peer group, could lead S&P to raise the
ratings.


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


IHS NETHERLANDS: Fitch Affirms B+ LT IDR, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed IHS Netherlands Holdco BV's (IHS
Netherlands) Long-Term Issuer Default Rating (IDR) at 'B+'. The
Outlook on the IDR is Negative.

IHS Netherlands, through its fully owned subsidiaries, owned at
end-3Q17 5,908 telecommunications towers in Nigeria. Collectively
these companies are the restricted group, as outlined in the bond
documentation, owned ultimately by IHS Holding Limited (IHS
Group), the mobile telecommunications infrastructure company
operating around 23,000 towers across Africa.

Developments in the past 12-18 months demonstrate that IHS
Netherlands' free cash flow (FCF) generation is resilient in the
face of FX volatility and despite one of its key customers
getting into financial distress.

KEY RATING DRIVERS

Sovereign Constraint and Liquidity: Fitch assess IHS Netherlands'
ratings as being constrained by the Nigerian Country Ceiling
'B+'. This reflects that the group's operations and customers are
wholly based in Nigeria. The restricted group currently benefits
from cash in USD held outside of Nigeria, which Fitch estimate
could be used to fund around one year's worth of interest of the
USD800 million notes due 2021 issued by IHS Netherlands.

Further resources -- cash and an undrawn revolving credit
facility (RCF) of USD120 million -- remain available at the
parent, IHS Group. Fitch would expect at least some of these to
be available to cover debt service in the event of a lack of
liquidity at IHS Netherlands. However, these resources are not
dedicated to the restricted group.

Strong Demand and Potential Growth: Fitch expect the restricted
group to continue growing strongly in line with the
telecommunications market in Nigeria, driven by the strong demand
for mobile services, especially for 3G and 4G data connections.
The restricted group also receives management fees for managing
around 9,000 towers in Nigeria acquired by IHS Group from MTN.

9mobile Uncertainty: 9mobile, formerly trading as Etisalat
Nigeria and a key customer of IHS Netherlands, continues to run
its mobile network to serve around 17 million subscribers, even
as it looks for a way out of its financial difficulties. Fitch
believe 9mobile's lenders would want to maximise their recovery
prospects by continuing normal mobile network operations, which
include payments to IHS Netherlands for use of its tower
infrastructure.

Fitch believes IHS Netherlands faces some short-term financial
risk from 9mobile. The group may experience delays in collecting
payments from 9mobile over the short-term, which could impact
EBITDA and cash flow generation in 2018 and may result in
temporarily higher leverage. However, medium-term prospects
should remain broadly intact. With the overall mobile market in
Nigeria continuing to grow in terms of subscribers as well as
data traffic, Fitch believe that the majority of 9mobile's
network infrastructure will remain in use to provide much needed
network capacity, regardless of 9mobile's eventual owners.

Limited FX Exposure: A majority of the restricted group's revenue
is linked to the USD. Payments are made in naira, with the USD
component converted to naira for settlement at a fixed conversion
rate for a stated period. Depending on the contract, the
conversion rate is reset after a period of three, six or 12
months. These FX resets have shown to be effective in the first
three quarters of 2017. A significant part of the group's EBITDA
is linked to the USD as most of the group's operating costs are
either naira-denominated or related to the cost of diesel, where
there are some pass-through components. Capex is paid in naira,
with elements linked to the USD.

In spite of the FX resets in the group's main contracts, risk
could still arise from the FX mismatch between the restricted
group's debt and cash flow as the Nigerian FX regime evolves.
Fitch believe such risk is commensurate with the current 'B+'
rating.

DERIVATION SUMMARY

IHS Netherlands' 'B+' rating is constrained by the Country
Ceiling of Nigeria, where the sovereign is rated B+/Negative. IHS
Netherlands is well-positioned within the Nigerian tower market
as it commands the number-one position within the largest
telecoms market in Africa. Including around 9,000 towers bought
from MTN, Fitch estimate that IHS Group has an approximate 70%
market share of the independent tower market or 54% share of all
Nigerian towers. Underlying demand is strong. With fixed-line
population penetration of 0.1% in Nigeria in 2016, 3G and LTE
networks are the main way of providing high-speed broadband
connectivity. IHS Netherlands is reasonably positioned with
strong margins and moderate leverage compared with its
investment-grade international peers, such as American Tower
(BBB/Stable), Cellnex (BBB-/Negative) and PT Profesional
Telekomunikasi Indonesia (BBB-/Stable).

KEY ASSUMPTIONS

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

- Revenue growth in USD of over 12% in 2017, driven by FX resets
   during 2017 and strong underlying growth;
- Mid-single digit revenue growth in 2018 and 2019 driven by
   continued demand for mobile infrastructure, assuming no
   further devaluation of the naira;
- EBITDA margin increasing to 63% in 2017 from 50% in 2016,
   driven by FX resets, strong revenue growth and continued cost
   savings. EBITDA margin is expected to remain at this level in
   2018 and 2019;
- Capex-to-revenue of 26% in 2017, falling to an average of 15%
   thereafter as the rate of new tower construction remains low;
   and
- No dividends paid in 2017-2019.

KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that IHS Netherlands would be
   considered a going concern in bankruptcy and that the group
   would be reorganised rather than liquidated.
- We have assumed a 10% administrative claim.
- The going-concern EBITDA estimate of USD196 million reflects
   Fitch's view of a sustainable, post-reorganisation EBITDA
   level upon which Fitch base the valuation of the company.
- The going-concern EBITDA is 20% below forecast 2017 EBITDA,
   assuming likely operating challenges / currency devaluation
   during a time of distress.
- An enterprise value multiple of 5.5x is used to calculate a
   post
- reorganisation valuation and reflects a conservative mid-cycle
   multiple.
- IHS Netherland's recovery prospects for USD1 billion
   equivalent of senior unsecured debt is limited to 'RR4' and a
   50% rate of recovery due to country considerations.

RATING SENSITIVITIES

IHS Netherlands Holdco BV:
Future Developments That May, Individually or Collectively, Lead
to an Upgrade
- Upgrade of the Nigerian sovereign rating, together with funds
   from operations (FFO)-adjusted net leverage below 5.0x (2016:
   4.0x) on a sustained basis, and FFO fixed charge cover greater
   than 2.5x (2016: 3.2x).

Future Developments That May, Individually or Collectively, Lead
to a Downgrade
- FFO-adjusted net leverage above 5.5x on a sustained basis.
- FFO fixed charge below 2.0x.
- Weak FCF due to limited EBITDA growth, higher capex and
   shareholder distributions, or adverse changes to the
restricted
   group's regulatory or competitive environment.
- Downgrade of the Nigerian sovereign rating.

Nigeria - Sovereign Rating:
Future Developments That May, Individually or Collectively, Lead
to an Downgrade
- Failure to realise improvement in economic growth, for example
   caused by continued tight FX liquidity.
- Failure to narrow the fiscal deficit leading to a marked
   increase in public debt.
- A loss of foreign exchange reserves that increases
   vulnerability to external shocks.
- Worsening of political and security environment that reduces
   oil production for a prolonged period.

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

The current Outlook is Negative. Consequently, Fitch does not
currently anticipate developments with a material likelihood of
leading to an upgrade. However, the following factors could lead
to positive rating action:
- A revival of economic growth supported by the sustained
   implementation of coherent macroeconomic policies.
- A narrowing of the fiscal deficit and the maintenance of a
   manageable debt burden.
- Increased confidence in the FX market or an increase in
   foreign exchange reserves to a level that reduces
   vulnerability to external shocks.
- Successful implementation of structural reforms, for instance
   raising non-oil revenues, and significant reforms in the
   petroleum sector.

LIQUIDITY

Lower Capex Boosts Liquidity: IHS Netherlands reported 3Q17 cash
and cash equivalent of USD166.5 million, of which USD115.5
million was held in USD dollars. This increase of USD26.5 million
compared with end-2016 (prior to the coupon payment in October)
was due mainly to higher FCF as capex fell after the planned
construction of new towers failed to materialise. Even if capex
increases in 2018, Fitch estimate IHS Netherlands has sufficient
liquidity to cover bond coupon payments and the USD13 million
remaining HTN bonds due in 2019.

FULL LIST OF RATING ACTIONS

IHS Netherlands Holdco BV
Long-Term IDR: affirmed at 'B+'; Outlook Negative
National Long-Term IDR: affirmed at 'AA(nga)'; Outlook Stable
Senior unsecured rating: affirmed at 'B+' with Recovery Rating of
'RR4'


SELECTA GROUP: Moody's Rates New EUR1.3BB Sr. Secured Notes (P)B3
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional (P)B3
instrument ratings to the proposed EUR1.3 billion equivalent
senior secured notes split between floating rate and fixed rate
notes due 2024 to be issued by Switzerland-based vending machine
operator Selecta Group B.V. (Selecta or the company).

Moody's has also assigned a (P)B1 rating to the proposed EUR150
million super senior secured revolving credit facility (SSRCF)
due 2023, to be issued by Selecta Group B.V.

At the same time, Moody's has placed Selecta's Caa1 CFR and Caa1-
PD PDR under review for upgrade. The newly assigned (P)B3 and
(P)B1 ratings are not under review.

The rating action reflects:

- The launch of a full refinancing of Selecta's capital
   structure

- The expected refinancing of the company's Intercompany PEC
   Proceeds Loan, which is currently classified as part of the
   company's debt

- Improved liquidity and extended maturity of the company's
   proposed financing

- The expected closing of the acquisition of Gruppo Argenta
   S.p.A. (Argenta)

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

Should the refinancing conclude as envisaged, Moody's currently
anticipates to upgrade the company's CFR to B3 from Caa1, and its
probability of default rating (PDR) to B3-PD from Caa1-PD.
Moody's also currently expects to assign definitive ratings of B3
on the new senior secured notes and B1 on the SSRCF, at the same
level as their provisional ratings. The ratings on the company's
existing SSRCF and senior secured notes will be withdrawn upon
completion of the refinancing.

RATINGS RATIONALE

The ratings reflect the company's: (1) leading market position as
a pan-European vending operator; (2) high renewal rates and
contracted installed base; (3) recent revenue and EBITDA growth
and new contract wins in Selecta's standalone business; and (4)
potential upside in EBITDA and capital expenditure from synergy
savings and operational improvements.

The ratings also take into account the: (1) execution risks in
the integration of Pelican Rouge; (2) turnaround actions ongoing
within certain Selecta and Pelican Rouge regions; (3) the
fragmented and competitive market; (4) continuing decline in same
site sales; and (5) high leverage, significant levels of machine
capital expenditure and exceptional costs, and limited cash flow
generation.

Simultaneously with the proposed refinancing Selecta will close
the acquisition of Argenta, following on shortly from the
acquisition of Pelican Rouge B.V. in September 2017, which
brought together the two leading European vending companies. The
acquisitions create potential for significant synergy savings,
particularly through increased route density and procurement.

There is however significant execution risk on combining the
operations, whilst at the same time both Selecta and Pelican
Rouge are at different stages of operational and performance
turnarounds. In part these risks are mitigated by the
strengthened management team and by the limited integration
actions required in key countries including Switzerland, Sweden,
Italy and Spain.

The proposed refinancing will extend debt maturities and increase
liquidity. As part of the refinancing and acquisition
transactions, the company will also repay its existing
Intercompany PIK Proceeds Loan of approximately EUR300 million,
using proceeds from a new Intercompany PEC Proceeds Loan issued
by Selecta Midco S.a r.l., Selecta's parent company. The existing
Intercompany PIK Proceeds Loan is classified within the company's
debt for rating purposes, whereas the new Intercompany PEC
Proceeds Loan qualifies for equity treatment under Moody's hybrid
debt methodology. This will significantly reduce Moody's-adjusted
leverage by approximately 1x EBITDA.

Leverage is still expected to remain relatively high after the
refinancing at 5.2x on a Moody's-adjusted basis, before taking
into account synergy savings from the acquisitions. The company
will also incur high capital expenditure and ongoing
restructuring and other exceptional costs which will limit cash
flow generation.

Moody's is reasonably encouraged by the results of the business
under KKR ownership since 2015 and by the new management team who
have secured new contracts and delivered growth in Selecta's
standalone EBITDA in the current year. Pelican Rouge represents a
more challenging turnaround, although its performance has been
strengthening and trading issues are mainly limited to the UK and
France. However the overall extent of turnaround, integration
complexity and high leverage remain significant challenges.

Liquidity

Following the refinancing, Selecta's liquidity position is
expected to be adequate. Moody's expects cash at closing of
approximately EUR100 million and an undrawn super senior
revolving credit facility (SSRCF) of EUR150 million. Moody's
expects these amounts to be sufficient to fund requirements for
integration costs, intra-month liquidity and potential
limitations on transferring cash around the group.

Structural Considerations

Selecta's proposed debt capital structure will comprise a EUR150
million SSRCF and EUR1.3 billion senior secured notes (SSN), both
issued by Selecta Group B.V. The SSRCF is rated at (P)B1, two
notches higher than the SSN, at (P)B3, reflecting its priority
ranking. Both the SSRCF and SSN are guaranteed by group companies
representing at least 80% of consolidated EBITDA and are secured
principally by share pledges over the guarantors, in each case
subject to legal limitations. The probability of default rating
(PDR) is in line with the CFR, based on a 50% recovery rate, as
is typical for transactions with senior secured debt.

Rating Outlook

Ratings are under review for upgrade.

WHAT COULD CHANGE THE RATING -- UP

Moody's expects positive rating pressure following a satisfactory
review in conjunction with the completion of the proposed
refinancing. Moody's current expectation is that the CFR will be
upgraded to B3 from Caa1.

Upward pressure on the current ratings could also occur if
Selecta successfully integrates Pelican Rouge and demonstrates a
sustained period of revenue and EBITDA growth with stable or
growing same site sales. Quantitatively the rating could be
upgraded if Moody's-adjusted debt/EBITDA (including operating
leases) falls sustainably below 5.5x, with cash flow remaining
positive and adequate liquidity.

WHAT COULD CHANGE THE RATING - DOWN

The ratings could be downgraded if there is a period of sustained
decline in revenues or EBITDA, if the company's free cash flows
remain substantially negative or if liquidity concerns arise.

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

Corporate Profile

Selecta is the leading operator of vending machines in Europe by
revenue, with operations in 16 countries across Europe (pro forma
for the acquisitions of Pelican Rouge and Argenta). It operates a
network of snack and beverage vending machines on behalf of a
broad and diverse client base. For the last 12 months ended
September 2017 and pro forma for the acquisitions, the company
reported sales of EUR1.5 billion and Moody's adjusted EBITDA of
EUR335 million.

Selecta is ultimately owned by KKR, who acquired the company from
Allianz Capital Partners in December 2015.


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


IMPERA HOLDINGS: Fitch Affirms Then Withdraws B+ Long-Term IDR
--------------------------------------------------------------
Fitch Ratings has affirmed Impera Holdings SA's (Impera) Long-
Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook.
At the same time the agency has withdrawn the rating.

Fitch is withdrawing Impera's IDR as the PIK note issued in March
2017 has been repaid and cancelled and the company has no public
debt outstanding.

KEY RATING DRIVERS

Impera (formerly known as Play Topco S.A.) was the legal entity
that issued a PIK note in March 2017.

Impera was rated at 'B+' on the basis of the Parent Subsidiary
Linkage and its then documented access to a dividend payment from
P4 Sp z.o.o (P4; 'BB-'/Stable). Impera is rated one notch below
P4. P4 continues to perform in line with Fitch rating case
(updated for the company's public guidance in the IPO document)
and in line with its 'BB-' rating guidelines.


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


O'KEY GROUP: Fitch Affirms B+ Long-Term IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed O'KEY Group S.A.'s (O'Key) Foreign-
Currency and Local-Currency Long-Term Issuer Default Ratings
(IDRs) at 'B+'. Fitch has also affirmed LLC O'Key's senior
unsecured debt at 'B+' with a Recovery Rating of 'RR4'/50%. The
Outlook on the IDRs is Stable.

The ratings reflect the small scale of O'Key as the seventh-
largest Russian food retailer, and intensified competitive
pressures. The group nevertheless retains a reasonable market
position in hypermarkets and good brand recognition, especially
in its home St Petersburg region, one of the largest Russian
retail markets.

The rating and the Stable Outlook are supported by Fitch
expectation that O'Key's leverage metrics should return to levels
consistent with the rating after staying at high levels in 2016-
2017. Fitch project deleveraging from 2018 to 2020 due to the
receipt of proceeds from the recently announced disposal of its
undersized supermarket operations and the gradual reduction of
losses in its start-up hard discounter format.

KEY RATING DRIVERS

Supermarkets Disposal to Support Deleveraging: Fitch views the
disposal of O'Key's supermarkets to rival X5 Retail Group N.V.
(BB/Stable) as favourable for the company's credit profile. The
proceeds should support its deleveraging in 2018 and slightly
improve the group's profitability. Fitch expect the announced
disposal which will be completed by end-March 2018 to be neutral
for O'Key's business profile as supermarkets accounted only for
around 10% of group revenues.

Projected Credit Metrics Recovery: Fitch expect funds from
operations (FFO)-adjusted gross leverage and FFO fixed charge
coverage to recover over 2018-2019 to levels consistent with a
'B+' rating due to disposal proceeds reducing debt, a slight
improvement in EBITDA margin and moderate capex needs. Fitch
project FFO adjusted gross leverage will fall to 4.3x in 2020
(2016: 5.1x), just below 4.5x, the highest leverage consistent
with the rating, given O'Key's weaker-than-peers' business
profile.

A weaker-than-expected financial performance, for example due to
delays in achieving profitability from its discounter format or
margin attrition not offset by other cash preservation measures
resulting in permanently impaired credit metrics could put
pressure on the rating or Outlook.

Core Format Suffers from Competition: O'Key's core hypermarket
format is suffering from intensifying competition, driven by the
rapid expansion of its main competitors X5 Retail Group NV, Lenta
LLC (BB/ Stable) and Magnit PJSC (NR). As a result, its like-for-
like (LfL) sales have been falling over the past five reported
quarters and there has only been a limited recovery in this
segment's profits. Fitch expect it will continue sacrificing some
of its gross margin to withstand growing competition and also
conservatively assume declining LfL sales over the medium term.
However, the rate of decline in hypermarket sales should slow as
Russian consumer confidence improves.

Slow Hard Discounter Improvement: The performance of O'Key's hard
discount format (DA!) in 2017 was below Fitch expectations. This
was due to the slow roll-out of new stores, which has not yet
allowed O'Key to gain critical size and generate scale benefits.
Nevertheless, Fitch project a continued gradual reduction of
losses over time as the store network expands. The joint
procurement/supply agreement with the hypermarket format should
also support gross margin improvement.

Sluggish Revenue Growth: Fitch projects O'Key's revenue will grow
in the low to mid-single digits over the medium term (9M17: 2%),
excluding the impact of the supermarkets disposal. Fitch assume
that the expansion-driven revenue growth of the hard discount
format will be offset by the continued relatively weak
performance at hypermarkets. The latter is based on declining LfL
sales and limited expansion, with a maximum of only two new
hypermarket openings per annum.

Modest Recovery in EBITDA Margin: Fitch expect O'Key's EBITDA
margin to improve over the next three years and be slightly
higher than western hypermarket operators, but remain lower than
other Fitch-rated Russian food retailers. The projected slight
improvement in the group's EBITDA margin above 6% over 2019-2020
(2016: 5.2%) will be driven by shrinking losses at the hard
discount format. Fitch assume that gains from cost efficiency and
productivity programmes will be used to offer lower prices to
improve O'Key's competitiveness in the market.


DERIVATION SUMMARY

The rating differential between O'Key (B+/Stable) and its Russian
peers X5 (BB/Stable) and Lenta (BB/Stable) stems from the
company's weaker business profile due to its smaller scale and
market position, more limited growth prospects, as well as more
volatile margins and LfL sales performance. Leverage is slightly
higher than its peers, although Fitch expect some deleveraging in
the next three years as the group completes the sale of its
supermarkets and losses at the expanding discount format fall.

O'Key's ratings take into consideration the higher-than-average
systemic risks associated with the Russian business and
jurisdictional environment. No Country Ceiling constraint or
parent/ subsidiary linkage aspects were in effect for these
ratings.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer:
- low to mid-single digit revenue growth, excluding the impact
   of supermarkets disposal in 2018;
- EBITDA margin recovering gradually to around 6%;
- around RUB3 billion outflow under working capital primarily
   due to changes in trade law in 2017; stable working capital
   turnover thereafter;
- capex at around 3% of revenue over 2017-2020;
- dividends of around RUB1.5 billion per year;
- proceeds from supermarkets divestment in 2018.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Solid execution of its expansion plan with faster revenue
   growth from improved LfL sales and store expansion, while
   preserving its market position and financial discipline
- FFO margin above 3.0% on a sustained basis
- FFO-adjusted gross leverage below 3.5x on a sustained basis
- FFO fixed charge coverage around 2.0x on a sustained basis

Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Continued contraction in LfL sales growth relative to peers
   and failure in executing its hard discount expansion plan
- FFO margin below 2.5% on a sustained basis
- FFO-adjusted gross leverage above 4.5x on a sustained basis
- FFO fixed charge coverage below 1.7x on a sustained basis
- Deterioration of liquidity as a result of weaker internal
   cash-flow generation or worse access to external funding

LIQUIDITY

Adequate Liquidity: According to management accounts, at end-
December 2017 O'Key's liquidity was adequate as unrestricted cash
balances of RUB4.8 billion (after Fitch's adjustment of RUB3.0
billion allocated for seasonal changes in working capital) and
undrawn committed credit facilities of RUB10.5 billion were
sufficient to cover short-term debt of RUB10.6 billion and
expected negative free cash flow for 2018. Disposal proceeds from
the divestment of supermarket operations should further support
O'Key's liquidity in 2018.


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


IM CAJAMAR 5: Fitch Affirms 'CCsf' Rating on Class E Debt
---------------------------------------------------------
Fitch Ratings has upgraded 13 tranches and affirmed six tranches
of IM Cajamar, a series of four Spanish RMBS transactions. The
notes have been removed from Rating Watch Evolving (RWE) and the
Outlooks on all tranches rated above 'CCCsf' is Stable.

The rating actions follow the application of the European RMBS
Rating Criteria published on 27 October 2017.

The transactions comprise residential loans that were originated
and are serviced by Cajamar Caja Rural, Sociedad Cooperativa de
Credito (BB-/Positive/B).

KEY RATING DRIVERS

European RMBS Rating Criteria
The application of the European RMBS Rating Criteria has led to a
reduction in expected losses, leading to the upgrade of the
ratings on 13 tranches.

Stable Portfolio Performance
The portfolio performance of all four transactions has remained
stable over the past 12 months. Fitch expects this to continue,
mainly due to the significant seasoning of the portfolios, which
ranges between 132 and 154 months and the low weighted average
indexed loan-to-value ratios of the portfolios (between 45% and
66%).

Arrears over three months have decreased to between 0.2% (IM
Cajamar 3) and 0.4% (IM Cajamar 6) from between 0.3% (IM Cajamar
3) and 0.5% (IM Cajamar 6) in 2016. Gross cumulative defaults
(defined as loans in arrears for more than 12 months) have
remained low in IM Cajamar 3 and 4, at 3.6% and 3.8% of the
portfolio's initial balance. The same indicator for IM Cajamar 5
is at 5.6%, while IM Cajamar 6 (issued at the peak of the market)
has the highest proportion of loans that have defaulted since
transaction close (8%).

Stable Credit Enhancement
The transactions are currently amortising pro-rata and credit
enhancement (CE) has remained stable. All have staggered pro rata
amortisation features allowing the pro rata amortisation to
switch to sequential for subordinated notes if delinquencies over
90 days exceed the note-specific trigger levels.

The pro rata amortisation triggers have been met between 2014 and
2016, subsequently CE for the class A notes has remained stable
at 10.5% in IM Cajamar 3, 10.1% in IM Cajamar 4, 10.7% in IM
Cajamar 5 and 16.8% in Cajamar 6.

IM Cajamar 5 & 6 rating cap
The current account bank's (Banco Santander, S.A) rating of 'A-
'/'F2' could support a rating in the 'AA' category, but the
triggers in place are 'BBB+'/'F2'. Taking the triggers into
account, IM Cajamar 5 and 6's notes are capped at the 'A'
category as per Fitch's counterparty criteria.

RATING SENSITIVITIES

The ratings are sensitive to changes to Spain's Country Ceiling
(AA+) and, consequently, changes to the highest achievable rating
of Spanish structured finance notes (AA+sf).

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided
about the underlying asset pools ahead of the transactions'
initial closing. The subsequent performance of the transactions
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.

Overall, Fitch's assessment of the information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

The information below was used in the analysis.
- Loan-by-loan data provided by European Data Warehouse as at 30
   November 2017.
- Transaction reporting provided by Intermoney Securitisation as
   at 30 November 2017 and 22 December 2017.

MODELS

The models below were used in the analysis. Click on the link for
a description of the model


ResiEMEA.
EMEA
Cash Flow Model.

The rating actions are:
IM Cajamar 3,FTA
Class A (ISIN: ES0347783005) affirmed at 'AA+sf'; off RWE;
Outlook Stable
Class B (ISIN: ES0347783013) affirmed at 'A+sf'; off RWE; Outlook
Stable
Class C (ISIN: ES0347783021) upgraded to 'A+sf' from 'A-sf'; off
RWE; Outlook Stable
Class D (ISIN: ES0347783039) upgraded to 'A-sf' from 'BBB-sf';
off RWE; Outlook Stable

IM Cajamar 4,FTA
Class A (ISIN: ES0349044000) upgraded to 'AA+sf' from 'AA-sf';
off RWE; Outlook Stable
Class B (ISIN: ES0349044018) upgraded to 'A+sf' from 'BBBsf'; off
RWE; Outlook Stable
Class C (ISIN: ES0349044026) upgraded to 'Asf' from 'BBB-sf'; off
RWE; Outlook Stable
Class D (ISIN: ES0349044034) upgraded to 'BBB+sf' from 'BBsf';
off RWE; Outlook Stable
Class E (ISIN: ES0349044042) affirmed at 'CCsf'; off RWE; RE: 40%

IM Cajamar 5,FTA
Class A (ISIN: ES0347566004) upgraded to 'A+sf' from 'Asf'; off
RWE; Outlook Stable
Class B (ISIN: ES0347566012) upgraded to 'A+sf' from 'BBBsf'; off
RWE; Outlook Stable
Class C (ISIN: ES0347566020) upgraded to 'A-sf' from 'BB+sf'; off
RWE; Outlook Stable
Class D (ISIN: ES0347566038) upgraded to 'BBB-sf' from 'Bsf'; off
RWE; Outlook Stable
Class E (ISIN: ES0347566046) affirmed at 'CCsf'; off RWE; RE: 15%

IM Cajamar 6,FTA
Class A (ISIN: ES0347559009) affirmed at 'A+sf'; off RWE; Outlook
Stable
Class B (ISIN: ES0347559017) upgraded to 'A+sf' from 'A-sf'; off
RWE; Outlook Stable
Class C (ISIN: ES0347559025) upgraded to 'Asf' from 'BBBsf'; off
RWE; Outlook Stable
Class D (ISIN: ES0347559033) upgraded to 'BB+sf' from 'B+sf'; off
RWE; Outlook Stable
Class E (ISIN: ES0347559041) affirmed at 'CCsf'; off RWE; RE: 0%


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


HUBBR AB: Board Applies for Bankruptcy
--------------------------------------
Reuters reports that the board of Hubbr AB and three of its
units, Hubbr People AB, Hubbr Contact Center AB and Vendator
Callcenter AB, applied for bankruptcy.

Headquartered in Bromma, Sweden, Hubbr AB provides services in
the areas of research, people, contact, outsource, and finance.



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


CARILLION PLC: Paid US$1 Bil. in Dividends Despite Mounting Debts
-----------------------------------------------------------------
Ben Martin at Reuters reports that collapsed British firm
Carillion, which has come under political fire for paying
dividends while racking up big debts and a pension deficit, has
handed more than US$1 billion to shareholders since it was
created 19 years ago.

The construction company raised its payout to shareholders every
year, taking its dividends from 4 pence-a-share in 1999 to 18.45
pence-a-share in 2016, according to the analysis of its accounts,
Reuters notes.

That means it handed out a total of GBP775.8 million (US$1.1
billion) to shareholders over its lifetime, until it fell into
liquidation this week, Reuters calculations show.

Carillion collapsed on Jan. 15, with a pension deficit of 900
million pounds (US$1.1 billion) and owing almost GBP1.3 billion
to its lenders, when its banks pulled the plug, Reuters recounts.
It was working on 450 state projects, including the building and
maintenance of hospitals and schools, defence sites and a high-
speed rail line, and its liquidation forced the government to
step in to guarantee public services, Reuters discloses.

According to Reuters, Business Secretary Greg Clark said on
Jan. 16 that he had asked the Financial Reporting Council
regulator to investigate Carillion's past and present accounts to
shed light on what caused it to enter liquidation.  He added that
he had also requested that the Insolvency Service government
agency fast track an investigation into the firm's directors,
Reuters relays.

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.


MISSOURI TOPCO: S&P Puts 'CCC+' CCR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its 'CCC+' long-term corporate credit
rating on Missouri Topco Ltd., the holding company of U.K.-based
value apparel retailer Matalan, on CreditWatch with positive
implications.

S&P said, "At the same time, we assigned our 'B-' issue rating to
the proposed GBP330 million senior secured first-lien notes to be
issued by Matalan Finance PLC, the group's financing vehicle. The
recovery rating on these notes is '3', indicating our expectation
of meaningful recovery prospects (50%-70%; rounded estimate 65%)
in the event of a default.

"We also assigned our 'CCC' issue rating to the proposed GBP150
million second-lien senior secured notes to be issued by Matalan
Finance PLC. The recovery rating on these notes is '6',
indicating our expectation of negligible (0-10%; rounded estimate
0%) recovery prospects in the event of a default.

"We placed our 'CCC+' issue rating on the existing GBP342 million
first-lien senior secured notes issued by Matalan Finance PLC on
CreditWatch positive. We revised our recovery rating on these
notes to '3' from '4', indicating our expectation of meaningful
recovery (50%-70%; rounded estimate 65%).

"We placed our 'CCC-' issue rating on the group's GBP150 million
senior subordinated second-lien notes (of which GBP138.0 million
remains outstanding) on CreditWatch positive. The recovery rating
is unchanged at '6', indicating our expectation of negligible (0-
10%, rounded estimate 0%) recovery in the event of default."

The ratings on the proposed issues are subject to the successful
completion of the transaction, including receipt of the final
documentation. If the refinancing transaction does not complete
or the scope of the transaction departs materially from the
current plan, notably regarding the anticipated coupon, S&P
reserves the right to withdraw or revise its ratings.

S&P said, "The CreditWatch placement reflects the likelihood that
we could raise our long-term rating on Matalan by one notch if
the group successfully completes the proposed refinancing on
terms commensurate with our base case. In particular, we
anticipate that the transaction will result in no significant
changes in total debt and cash interest burden. We expect robust
operating performance of recent quarters will continue in the
next few years, and we would therefore consider Matalan's capital
structure as sustainable when the transaction is completed. At
that time, after the current senior secured notes have been fully
repaid, we would likely raise our long-term rating on the group
to 'B-' from 'CCC+' and withdraw our ratings on the retired
debt."

This refinancing transaction follows a material improvement in
the group's operating performance over the past seven quarters.
For the 12 months to Nov. 25, 2017, Matalan reported EBITDA of
GBP102 million, compared with GBP77 million generated in fiscal
2017 (ended Feb. 28, 2017), outstripping all EBITDA numbers
posted in the past five fiscal years. This improvement reflected
the benefits from the measures Matalan implemented over the past
two years, aimed at raising the efficiency of its operations,
honing its merchandising strategy, and rolling out its store
refurbishment program. As a result, Matalan has significantly
improved its underlying free operating cash flow (FOCF)
generation. For example, in the same 12-month period, the group
posted reported FOCF of GBP16.5 million, accounting for the GBP33
million acquisition of the company's head office (about GBP49
million excluding this exceptional spending). This compares with
GBP16.0 million reported in fiscal 2017.

S&P said, "We believe this solid performance, alongside Matalan's
market share gains in U.K. apparel in recent periods, including
trading in the run-up to Christmas, demonstrates the group's
greater resilience to tough market conditions than we had
previously anticipated and has prompted us to revise up our
business risk profile assessment to weak from vulnerable.

"At the same time, we forecast broadly stable credit metrics
because the proposed refinancing is not accompanied by any
meaningful deleveraging.

"Our rating on Matalan is constrained by the group's exposure to
the price-competitive value retail clothing market, exacerbated
by concentration in the U.K., where demand for discretionary
goods will continue to face challenges. It also reflects
Matalan's relatively high financial leverage, with S&P Global
Ratings-adjusted debt to EBITDA of 5.5x-6.0x over our forecast
period through the end of fiscal 2020. This includes the
capitalization of Matalan's operating leases, which are high
compared with those of peers. This reduces the flexibility of the
group's cost base and increases its adjusted leverage. As such,
we forecast rent-adjusted cash interest cover (EBITDAR to cash
interest plus rents) will remain relatively low, at 1.4x-1.5x
over our forecast period to the end of fiscal 2020. Matalan's
financial flexibility is also limited by near-term pressure on
cash generation, owing to exceptional items, namely the GBP33
million acquisition of the group's headquarters and onetime
refinancing costs in fiscal 2018.

On the upside, fashion trends are less important in the value
segment than in the higher-price segments of the apparel
industry, which supports Matalan's operating efficiency. Matalan
benefits from a wide store network across the U.K.,
diversification into menswear, kids wear, and homeware, and from
broad reach of its customer loyalty program, allowing direct
contact with its customers. Compared with other value retailers,
Matalan benefits from its well-established and growing online
presence, enabling it to boost sales growth.

"We aim to resolve the CreditWatch when the proposed refinancing
is complete, and we have reviewed the final terms of the
transaction and the final debt documentation.

"We will likely raise our long-term corporate credit rating on
Matalan to 'B-' if it successfully completes the refinancing,
repays the existing notes, and extends its debt maturities, on
terms that are generally in line with what we anticipate, such
that there are no significant changes in total debt and cash
interest burden compared with the current capital structure.

"Failure to implement the planned changes to the group's capital
structure or any significant delays in implementing them would
likely prompt us to affirm our 'CCC+' rating on Matalan. We could
affirm the rating if the final transaction terms differ
materially from our base case, in particular if our expectation
of reported FOCF or our EBITDAR coverage ratio are weaker than
anticipated in our current base case, for example, because of a
higher coupon rate."


PINNACLE BIDCO: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating (CFR) and a B3-PD probability of default rating (PDR) to
Pinnacle Bidco plc. Concurrently, Moody's has assigned instrument
ratings of B3 to the new GBP360 million senior secured notes due
2025 and of Ba3 to the new GBP60 million super senior revolving
credit facility (RCF) due 2024, all borrowed by Pinnacle Bidco
plc. The outlook on all ratings is stable.

The proceeds from the notes will be used to repay the outstanding
bridge facility, put in place in November 2017 to support Leonard
Green & Partners ("LGP") acquisition of Pure Gym. At closing, the
company had an undrawn RCF and pro-forma cash on balance sheet of
GBP1.1 million.

The company's capital structure includes GBP292 million of
shareholder funding contributed by LGP and Pure Gym's management
team. Based on draft documentation, Moody's has treated the
GBP277.95 million intra-group loan agreement and the GBP3.9
million of new equity as equity and treated as debt the GBP10.56
million loan notes. In the event that the final documentation of
the intra-group loan agreement does not meet the criteria for
being treated as equity under the Moody's Hybrid Methodology, the
Moody's adjusted gross leverage would increase by approximately
3.0x to 10.1x. Moody's expects the final documentation on the
shareholder loans to be completed within a month.

Moody's adjusted gross leverage, for the last twelve months to
September 2017 and pro-forma for the transaction, is very high at
7.1x mainly impacted by the capitalisation of long-dated
operating leases and the exclusion from EBITDA of the add-backs
for new gym pre-opening costs and run-rate adjustments from those
new gyms which have not yet reached steady-state EBITDA levels.

RATINGS RATIONALE

Pure Gym's CFR of B3 reflects (1) its leading position as the
largest UK gym operator, by number of members, and #1 brand in
the value segment; (2) high margins as a result of an efficient
cost structure driven by low labour costs; (3) favourable market
dynamics with the value segment expected to continue to attract
members from mid-market gyms; (4) simple and clear price offering
supported by user-friendly technology; and (5) the majority of
revenue generated from monthly membership payments with only 9%
from more volatile ancillary services.

The B3 CFR also reflects (1) the highly levered capital
structure; (2) the lack of geographic diversification outside the
UK and the limited scale of the business with revenue of GBP189.3
million (LTM September 2017); (3) the highly competitive nature
of the health and fitness and broader leisure markets; (4) the
embedded exposure to macro-economic trends and shifts in
discretionary consumer spending which are only partially
mitigated by Pure Gym's value proposition offering; (5) the high
churn rates as a result of distinctive business model with no
minimum contract length; and (6) the limited track record of
operating at current levels given the rapid growth during the
last three years.

Pure Gym is the leading gym operator in the UK with 923,000
members and 186 gyms as of September 2017. The company is almost
two times larger, in terms of members, than the second UK gym
operator The Gym Group plc (unrated) which is also active in the
value segment. For the last twelve months to September 2017, Pure
Gym reported revenue of GBP189.3 million and company adjusted
EBITDA of GBP66.3 million which are significantly above the
GBP68.6 million of revenue and GBP25.0 million of EBITDA
generated at the end of 2014 and mainly driven by the rapid
expansion of gym rollouts and acquisitions.

Given the good brand visibility and the established operations,
the company is expected to continue to lead further growth of the
value gym segment in the UK health and fitness market in the next
12-24 months. Despite the leading position and the rapid growth
experienced in the last three years, the company's scale,
measured in terms of revenue, remains small compared to the rated
Business and Consumer service universe.

Pure Gym operates a transparent pricing offering with no minimum
lock up periods and new members can only register online. While
this provides for an easy registration process incentivising
uptake especially among younger population, the company is
exposed to very high churn as members can cancel their
memberships at any time. Moody's considers this flexible approach
to be of value for customers; however the model partially reduces
the annual revenue visibility usually enjoyed by traditional gym
operators. Despite the high churn, the company has been able to
steadily grow its members to 923,000 as of September 2017 from
818,000 in 2016 and 622,000 in 2015. This increase has been
mainly driven by the growing number of gyms (186 as of September
2017, from 170 in 2016 and 132 in 2015).

The company has relatively high margins -- the company's adjusted
EBITDA margin was 35% for the last twelve months to September
2017 -- supported by a low-cost operating structure driven by
limited labour costs.

It is Moody's understanding that currently expected increases in
the National Living Wage (NLW) in the UK will not have a material
impact on company's expenses as the majority of Pure Gym's
employees are paid above NLW and only minor impact may result in
relation to outsourced cleaning contracts. The company engages
self-employed personal trainers (PTs) who wear Pure Gym branded
uniforms. The majority of PTs provide 15 hours of their time per
week to the company, which is utilised, for example, in providing
group exercise classes and monitoring of gym floors. In return
for this the PTs are able to train their clients at the company's
gyms and retain 100% of their earnings from their clients. The
company estimates that for each gym there are typically between
10 and 15 self-employed PTs. As such, changes in the labour
laws -- in particular regarding arrangements with PTs and changes
in the status of PTs from independent contractors to workers or
employees -- could potentially have a negative impact on the
company's profitability. In addition, since PTs provide important
services for running gyms, the company's ability to retain and
attract qualified PTs is critical in order to support the
successful openings of new gyms.

As the company solely operates in the UK, it is exposed to the
overall macro-economic conditions and employment trends of the
country. As per Moody's global macroeconomic outlook published in
November 2017, the baseline GDP growth forecast for the UK is
1.0% in 2018 and 1.7% in 2019 while the unemployment rate is
currently estimated at 4.5% in 2018 and 4.7% in 2019.

While the value segment has been growing since 2009, in large
part as a result of the entry of new value operators such as Pure
Gym and The Gym, the way this segment will react to more severe
conditions remains untested in the UK. It is Moody's expectation
that the value proposition could provide a degree of insulation
to negative macroeconomic developments compared to the broader
fitness and leisure segment as some individuals may decide to
trade toward value offerings from mid-market memberships. In
addition, evidence suggests that gym membership is not ranked at
the top of the items a person would reduce in the event of an
economic downturn.

Liquidity profile

Pure Gym's liquidity profile is expected to be adequate supported
by GBP1.1 million of cash on balance sheet at closing, pro-forma
for the refinancing of the bridge facility, and a GBP60 million
undrawn RCF.

It is Moody's understanding that the company has a good quality
estate, with more than half of the gyms having been active for
less than four years, and as such no material refresh/catch up
capex programme should be expected in the next 12-18 months.
Working capital benefits from advance payments from members while
major suppliers are paid in arrears.

The company's free cash flow (FCF) -- calculated after interest
expense, taxes, working capital changes and capex -- has been
negative during the 2014-16 period impacted by significant growth
capex. Moody's expects limited positive FCF generation in the
next 12-24 months as the management continues to roll-out gym
openings to further strengthen the company's market position in
the UK.

The new RCF is expected to have one springing covenant (senior
secured leverage -- as calculated by the management) that is
tested when the facility is drawn by more than 40%. The senior
secured leverage covenant level is set at 7.7x.

Structural considerations

The pro-forma capital structure comprises a GBP360 million senior
secured notes due 2025, and a GBP60 million super senior RCF due
2024. The B3 instrument rating on the notes is in line with the
company's CFR while the Ba3 instrument rating on the RCF reflects
its super senior ranking ahead of the notes. Both the notes and
the RCF will be secured by first-priority interests over
substantially all the assets of the Pure Gym and the Guarantors.
The facilities are guaranteed by Guarantors representing not less
than 80% of Group's consolidated EBITDA.

Rating outlook

The stable outlook reflects Moody's expectation that the company
will continue to drive revenue and EBITDA growth supported by
successful gym openings while maintaining an adequate liquidity
profile. The outlook does not account for any debt-funded
acquisition or dividend payments.

Factors that could lead to an upgrade

Positive pressure could arise overtime if: (1) the company
continues to deliver positive organic revenue and EBITDA growth;
(2) Moody's adjusted Debt/EBITDA reduces sustainably below 6.5x;
(3) RCF/ Net Debt is sustained above 10%; and (4) the company
maintains an adequate liquidity profile while it continues to
scale up its operations.

Factors that could lead to a downgrade

Downward pressure could materialize if (1) Moody's adjusted gross
leverage is sustained above 7.5x; (2) the liquidity profile
deteriorates; (3) there is any material decline in number of
members or in membership yield; or (4) the company fails to
finalise shareholder loan documentation as expected and in a
timely manner.

Principal Methodology

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

Profile

Founded in 2009, Pure Gym is the leading value gyms operator in
the UK with 923,000 members and 186 gyms as of September 2017.
The company provides flexible 24/7 gym access with no fixed term
membership contracts. For the last twelve months to September
2017, Pure Gym reported revenue of GBP189.3 million and company's
adjusted EBITDA of GBP66.3 million.

Following LGP's LBO, LGP indirectly owns approximately 83% of
Pure Gym while the management holds the remaining 17%.


PINNACLE BIDCO: S&P Assigns Preliminary 'B' CCR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' corporate credit
rating to U.K.-based Pinnacle Bidco PLC. The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating
and '4' recovery rating to the GBP360 million of proposed senior
secured notes and our preliminary 'BB-' issue rating and '1'
recovery rating to the proposed super senior revolving credit
facility (SSRCF).

The final issuer and issue ratings will depend upon our receipt
and satisfactory review of all final issuance documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. If S&P Global Ratings does not
receive final documentation within a reasonable time frame, or if
final documentation departs from materials reviewed, S&P reserves
the right to withdraw or revise its ratings. Potential changes
include, but are not limited to, use of loan proceeds, maturity,
size and conditions of the loans, financial and other covenants,
security, and ranking.

S&P's preliminary ratings on Pure Gym reflects the company's
exposure to a very competitive market with low barriers to entry;
its relatively modest scale of operations compared with other
global rated peers; and its highly leveraged capital structure.
The business constraints are somewhat tempered by the company's
strong growth in the past few years; it is currently the largest
fitness club operator in the U.K. both by number of members and
number of sites. It is well-positioned in the growing value-
segment market and is expected to maintain high profitability
margins in the coming years.

The U.K. fitness club market is the largest in Europe. It is a
very competitive and highly fragmented market; Pure Gym, as the
largest club operator, has a market share of only 9%. Pure Gym's
market share has risen by about 8% since 2011, and over this
period, the share of the total gym market held by value gyms has
also increased to 23% from 5%. Pure Gym has become a leading and
highly recognized brand in the U.K. by growing considerably
faster than its competition and has gained presence in very
attractive locations nationwide.

Relative to other global rated peers, Pure Gym's scale in terms
of revenues and EBITDA is still limited and it is highly
concentrated geographically (100% of revenues are derived from
the U.K.). S&P said, "In our view, Pure Gym's small size and high
geographic concentration could make it more difficult for the
company to weather unexpected events or intensified competition.
We believe it is easier to replicate the low-cost gym business
model than it would be to replicate the premium-gym model; as a
result, we consider that barriers to entry are very low and that
there is considerable potential for an international gym group to
enter the market and take market share from existing operators."

As of December 2017, the company operated 192 low-cost gyms, up
from 84 gyms in December 2014. The growth stemmed from both
organic rollouts and the acquisition of 31 LA Fitness clubs in
2015, which provided the company with a strategic presence in
London. Currently, Pure Gym has around 925,000 members, which is
almost double the membership of the second-biggest gym operator
in the U.K. (The Gym Group). The company operates in the value
segment by offering affordable and flexible gyms with standard
quality, but basic facilities, for an average membership fee
typically less than GBP20 per month.

In line with its low-cost business model, Pure Gym has succeeded
in keeping its operating expenses to a minimum, offering basic
services and trying to optimize the utilization of the gym space.
Its midmarket and premium competitors offer cost-intensive extra
services, such as saunas, swimming pools, and Turkish baths, etc.
Thanks to Pure Gym's efficient cost management and industry-
leading technology, which allow it to control its pricing
strategy and product development, Pure Gym's reported EBITDA
margins are expected to remain above 30% for the next three
years, which is higher than those of many of its U.K.
competitors.

Pure Gym's business assessment is somewhat constrained by its low
ancillary revenues, such as personal trainers or food and
beverages, and its easy cancelation policy. These are
characteristic of the value business model, which allows an
efficient use of the rented space and provides flexibility to its
members, but implies that revenues will come from only one main
source. The value business model means high attrition rates,
although to date the impact has been mitigated because customers
typically come back within a few months. Therefore, the company
sees a rotation of members, instead of losing them altogether.

S&P said, "We believe that low ancillary revenues and high
attrition rates are more of a constraint in the midmarket and
premium segments than for value gyms. That said, such services
create more loyal customers and reduce attrition rates. In our
view, Pure Gym's main challenge in the future will be to maintain
increasing number of gyms, members per gyms, and overall
membership levels in absolute terms."

Pure Gym leases all its gym and head office locations, which
means its fixed costs, at 58% of total costs, are higher than
those of other rated peers and that it has restricted flexibility
over its operating liabilities. This hampers its ability to
maintain profitability margins when price discounting is needed
to attract customers.

S&P said, "We do not expect Pure Gym to pursue any major
acquisitions over the next three years, and we assume that it
will grow organically by opening new gyms. In our base-case
forecast, we assume that revenues grew by about 20% in 2017. Pure
Gym opened 20 new gyms (in addition to the conversion of the
remaining two LA fitness gyms) and increased its revenue per
member to GBP17.30 from GBP16.30 in 2017. In the next three
years, we expect revenues to grow by about 7%-12%, and forecast
that reported EBITDA margin will increase to slightly over 30%,
primarily because of the absence of exceptional costs."

After the proposed transaction, Pure Gym's adjusted debt will be
of GBP700 million, which includes GBP360 million senior secured
notes, GBP5 million of finance leases, and GBP330 million of
operating leases. S&P said, "As a result, we forecast a weighted-
average adjusted debt to EBITDA of around 7.0x; funds from
operations (FFO) to debt of 8%; and free operating cash flow
(FOCF) to debt of 2%, on a weighted-average basis. We believe
that Pure Gym will start generating positive FOCF from 2018,
after years of negative FOCF due to high expansionary capital
expenditure (capex), and that the financial sponsor will remain
committed to the deleveraging path with no dividend distribution
policy."

S&P's base-case scenario assumes:

-- U.K. real GDP growth of 0.9% in 2018 and 1.3% in 2019 and a
    slight increase in unemployment from 4.7% in 2017 to 5.2% in
    2019.

-- U.K. real private consumer spending growth of 0.5% in 2018
    and 1% in 2019; inflation is expected to be 2.3% in 2018 and
    1.8% in 2019.

-- Over the next three years, S&P expects Pure Gym to grow
    considerably faster than the U.K. real GDP growth and
    inflation rate, thanks to the company's expansion strategy.
    S&P forecasts that the number of gyms will rise by 20-25 a
    year in 2018 and 2019, from 192 in December 2017. Meanwhile,
    revenues from existing gyms are expected to grow by 1.5%-2%
    per year, driven by both volume and yield.

-- On a reported basis (excluding operating leases adjustments),
    EBITDA margins are expected to increase to about 33% during
    2018 and 2019, compared with 31% in 2017. The forecast
    improvement in profitability margins is largely down to the
    absence of exceptional costs and nonrecurring items from 2018
    on.

-- Capex of approximately GBP125 million over the 2018-2020
    forecasted period (about GBP40 million-GBP45 million a year),
    of which GBP80 million will be expansionary.

-- No transformational mergers and acquisitions or dividend
    distributions.

Based on these assumptions, S&P arrives at the following credit
metrics on a weighted-average basis over 2018-2019:

-- Adjusted debt to EBITDA of around 7.0x;
-- FFO to debt of 8%; and
-- Adjusted FOCF to debt of close to 2%.

S&P said, "Under our scenario analysis, we forecast that leverage
metrics are unlikely to materially change if Pure Gym's revenues
or EBITDA margin deviates from our base case by up to 400 basis
points in either direction. However, if the negative scenario
were to occur, the company would be more highly leveraged and
FOCF would remain negative for the next two years.

"The stable outlook reflects our expectation that Pure Gym will
increase revenues by 10%-13% and increase its reported EBITDA
margin to above 30% in the next 12 months. We expect the opening
of new gyms and the maturing of existing gyms to contribute to
this improvement. In our base-case forecast, we expect leverage
to decline below 7.0x and FFO to debt to increase to 8% by the
end of 2018. Our stable outlook also reflects our expectation of
a continued commitment from the financial sponsors to maintain a
financial policy that supports deleveraging, along with adequate
liquidity.

"We could lower the rating over the next 12 months if the company
reported revenue growth materially below our base-case forecast,
with EBITDA margin below 30%, such that adjusted leverage will
remain above 7.0x and FFO to debt will decrease below 5%. This
could occur if the company encountered setbacks in the execution
of its expansionary initiatives, failed to attract new customers
and gain market share, or incurred materially higher-than-
expected capex.

"We could also lower the rating if we saw evidence that a more
aggressive financial policy -- for example, higher shareholder
remunerations -- was leading to a sustained weakening of Pure
Gym's credit metrics.

"We see an upgrade as unlikely over the next 12 months, due to
the current high leverage and our expectation that the company
will remain focused on further expansion in the next couple of
years. However, we could consider a positive rating action if
Pure Gym manages to increase revenues and EBITDA materially above
our base-case projections, leading to an adjusted debt to EBITDA
below 5.0x and FFO to debt above 12%. This could happen if there
were a higher-than-expected number of gym openings, resulting in
a significant increase of scale and gain in market share."

An upgrade would also depend on the financial sponsor's continued
commitment to maintain a financial policy that supports adjusted
leverage below 5.0x, accompanied by adequate liquidity.


SEAFOOD SHACK: Accused by Creditor of Trading While Insolvent
-------------------------------------------------------------
BBC News reports that the Seafood Shack, a Cardiff restaurant
which reportedly closed after a cyber attack in December, may
have become insolvent two months earlier, it has been claimed.

The restaurant shut on Dec. 29, six months after it opened,
blaming a "malicious internal" attack and then the loss of its
alcohol license, BBC relates.

The firm consulted insolvency experts in October but a director
has denied continuing to trade while insolvent, BBC notes.

Staff and suppliers are owed money, and a creditors meeting is
due to be held, BBC discloses.

Darryl Kavanagh, one of the four company directors and the
majority shareholder, said in a Facebook post on Dec. 30 that "a
malicious internal cyber attack" had resulted in their online
booking system being hacked and table reservations deleted,
costing the business as much as GBP100,000, BBC recounts.

Mr. Kavanagh, from Waterford, Ireland, who has six liquidated
businesses, told BBC Wales the "attack" was followed by another
director withdrawing the restaurant's alcohol license and
resulted in its closure, BBC relays.

However, lawyers for one creditor have questioned whether the
company continued trading in the knowledge it was insolvent, BBC
states.

Celtic Coast Fish Company, an arm of Llanelli-based Castell
Howell, is owed more than GBP24,000, BBC discloses.

According to BBC, a spokeswoman for its solicitors, Red Kite Law,
said she knew one of the directors of the Seafood Shack met with
an insolvency firm McAlister and Co on Oct. 19 and the restaurant
went into liquidation on Jan. 2.

"We are aware that the Seafood Shack (Cardiff) Limited continued
trading during the autumn internationals and over the festive
period," BBC quotes the spokeswoman as saying.  "Questions really
need to be asked as to whether the Seafood Shack . . . continued
to trade . . . when they knew that the company was insolvent and
also whether some creditors have been preferred over others."

Mr. Kavanagh has denied trading while insolvent and claimed that
he did not agree with liquidating the company, in opposition to
his fellow directors when they voted late last year, BBC relates.


TOGETHER FINANCIAL: Fitch Hikes IDR to BB, Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded Together Financial Services Limited's
(Together) Long-Term Issuer Default Rating to 'BB' from 'BB-',
and the rating of the senior secured notes issued by subsidiary
Jerrold FinCo Plc (FinCo) to 'BB' from 'BB-'.

At the same time Fitch has upgraded the Long-Term IDR of
Together's indirect holding company Bracken Midco1 Plc (Midco1)
to 'BB-' from 'B+', and the rating of the senior PIK toggle notes
issued by Midco1 to 'B' from 'B-'.

The IDRs and senior debt ratings have been upgraded in the light
of Together's sound performance since its buyout of minority
shareholders in 2016, reflected in further broadening of the
group's funding sources, deepening of the senior management team
and the group's continuing solid profitability.

The Outlook on both Long-Term IDRs is Stable. A full list of
rating actions is at the end of this rating action commentary.

KEY RATING DRIVERS
TOGETHER - IDRS AND SENIOR DEBT

The ratings reflect Together's concentration of activities within
UK specialist mortgage lending, a segment characterised by higher
arrears and loan servicing requirements relative to high street
lenders but one where the group's market position affords the
group some pricing influence. They also take account of the
moderate leverage of Together by mainstream lender standards, its
continued progress in diversifying funding sources and
maturities, and the steps taken to strengthen senior management
resources within an improved governance structure.

The market segments in which Together lends carry inherent
repayment risks, but these are mitigated by conservative loan-to-
value (LTV) ratios. The group's weighted average LTV of new
originations in the quarter to 30 September 2017 was 57.8%, a
figure in line with other recent periods. Together has grown
significantly in recent years, and Fitch regards the group's
establishment of separate boards for its personal finance and
commercial finance businesses as a positive move in maintaining
the risk governance appropriate to a business of this scale amid
evolving regulatory requirements.

In September 2017 Together completed its debut public RMBS
transaction (GBP275 million), adding this operational funding
source to its three private securitisation structures (total
GBP1.345 billion), senior secured notes (GBP575 million) and
back-up revolving credit facility (GBP57.5 million). Funding
therefore remains wholesale market-oriented, but within that
context the reliance on individual providers and refinancing
dates has progressively reduced in recent years, offering the
group enhanced visibility over the means of supporting the
continued growth of its loan book.

The additional debt taken on to fund the minority shareholder
buyout was issued by Midco1 and so does not sit on Together's own
reported balance sheet. However, Fitch views it as implicitly an
additional obligation of Together, as Midco1 has no separate
financial resources of its own with which to service it, and
failure to do so would have considerable negative implications
for Together's own creditworthiness. Fitch therefore consolidates
this debt (GBP220 million of senior PIK toggle notes, less issue
costs) when assessing Together's leverage, calculating debt-to-
tangible equity at around 4.4x at 30 September 2017 rather than
2.6x as per Together's own balance sheet. Internal capital
generation has long been strengthened by the owner not drawing
dividends from the business, although GBP23 million per annum is
now up-streamed to service the coupon on the Midco1 notes.

The Stable Outlook on Together's Long-Term IDR reflects Fitch's
view that Together should continue to report adequate
profitability without substantially increasing leverage further.

MIDCO1 - IDR AND SENIOR PIK TOGGLE NOTES

Midco1's Long-Term IDR is notched down once from Together's Long-
Term IDR, reflecting the former's structural subordination. Fitch
limits the rating differential between the two companies to one
notch, primarily because of the sizeable headroom within
Together's restricted payment basket under the terms of FinCo's
senior secured notes.

The notching between Midco1's IDR and the rating of the senior
PIK toggle notes themselves reflects Fitch's view of the likely
recoveries in the event of Midco1 defaulting. While sensitive to
a number of assumptions, this scenario would only be likely to
occur in a situation where Together is also in much weakened
financial condition, as otherwise its upstreaming of dividends
for Midco1 debt service would have been maintained. The
subordinated rank of the senior PIK toggle notes would then place
their holders in a weaker position than Together's senior secured
creditors for available recoveries from the group's assets.

RATING SENSITIVITIES
TOGETHER - IDRS AND SENIOR DEBT

Following rating action an upgrade is not expected in the near
term as Together's IDR has reached a level commensurate with
Fitch's assessment of its franchise and business model.
Consequently an upgrade would be likely to require upward re-
evaluation of the group's company profile. A significant increase
in leverage, or a fall in profitability, for example due to a
deteriorating operating environment adversely affecting asset
quality, could prompt a downgrade.

MIDCO1 - IDR AND SENIOR PIK TOGGLE NOTES

Midco1's Long-Term IDR is primarily sensitive to changes in
Together's Long-Term IDR. Equalisation of the IDRs is unlikely in
view of Midco1's structural subordination. A weakening of implied
interest coverage within Midco1, for instance as a result of
diminishing net income at Together or any other restrictions on
Together's dividend upstream capacity, could widen their notching
and so be negative for Midco1's Long-Term IDR.

The rating of the senior PIK toggle notes is sensitive primarily
to changes in Midco1's IDR, from which it is notched, as well as
to Fitch's assumptions regarding recoveries in a default
scenario. Lower asset encumbrance by senior secured creditors
could lead to higher recovery assumptions and therefore narrower
notching from Midco1's IDR.

The rating actions are:

Bracken Midco1 plc
Long-Term IDR upgraded to 'BB-' from 'B+'; Outlook Stable
Senior PIK toggle notes rating upgraded to 'B' from 'B-'

Together Financial Services Ltd
Long-Term IDR upgraded to 'BB' from 'BB-'; Outlook Stable
Short-Term IDR affirmed at 'B'

Jerrold FinCo Plc
Senior secured debt rating upgraded to 'BB' from 'BB-'



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

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

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


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

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

Copyright 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.


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