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

                           E U R O P E

          Tuesday, January 30, 2018, Vol. 19, No. 021


                            Headlines


G E R M A N Y

ELECTROVAYA INC: German Subsidiary Starts Insolvency Process
FELDMUEHLE UETERSEN: Files for Insolvency Proceedings
GLUCKSKAFER REISEN: Files for Insolvency, 7,400 Clients Affected
K+S AG: Egan-Jones Cuts Senior Unsecured Debt Ratings to BB
NIKI: Lauda's Winning Bid Beat IAG by EUR4 Million


I R E L A N D

ENDO INT'L: Egan-Jones Lowers Currency Ratings to CCC+


I T A L Y

LOCAT SV 2006: S&P Raises Class C Notes Rating to B+ (sf)


L A T V I A

RIEPU BLOKI: Court Taps Haralds Velmers as Administrator


L U X E M B O U R G

ALGECO SCOTSMAN: Moody's Assigns B2 Corporate Family Rating
ALGECO SCOTSMAN: S&P Assigns Preliminary B- CCR, Outlook Stable


N E T H E R L A N D S

PETROBRAS GLOBAL: S&P Rates New Senior Unsecured Notes 'BB-'


R U S S I A

MEGAFON PJSC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable


S P A I N

CIRSA GAMING: S&P Upgrades CCR to 'BB-', Outlook Stable


U K R A I N E

UKRAINE: Egan-Jones Hikes Sr. Unsecured Debt Ratings to B+


U N I T E D   K I N G D O M

BYRON: Creditors Set to Vote on Proposed CVA Deal on Jan. 31
CARILLION PLC: TPR Launches Anti-Avoidance Investigation
CARILLION PLC: Canadian Unit Granted Protection Under CCAA
LLOYDS BANKING: Fitch Affirms 'BB+' Tier 1 Instruments Rating
MALLINCKRODT PLC: S&P Affirms 'BB-' CCR, Outlook Negative

NATIONWIDE BUILDING: Fitch Affirms BB+ Add'l Tier 1 Debt Rating
NOBLE CORP: Egan-Jones Lowers FC Sr. Unsecured Debt Rating to B+
STEINHOFF: Creditors Tap PJT, Latham to Advise on Restructuring
ZPG PLC: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable


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G E R M A N Y
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ELECTROVAYA INC: German Subsidiary Starts Insolvency Process
------------------------------------------------------------
Electrovaya Inc. on Jan. 25, 2018, announced that its wholly-
owned German subsidiary, Litarion GmbH, has commenced a voluntary
structured insolvency process that is expected to result in the
appointment of a provisional receiver/liquidator of Litarion and
its property by the German court.

As reported in the Company's Management's Discussion & Analysis
for the year ended September 30, 2017, Li-Tec Battery GmbH, the
owner of the premises occupied by Litarion, notified the Company
that it would terminate Litarion's lease as at January 31, 2018
unless certain conditions were met. While the Company intended to
maintain the lease, Litarion's cash flow was materially
negatively impacted by the demands and garnishment processes
initiated against it by the landlord.

With support from Electrovaya, Litarion attempted to resolve the
dispute with its landlord but negotiations ultimately proved
unsuccessful, and it was determined that the only viable
alternative was to have the managing directors of Litarion
voluntarily place it into preliminary insolvency proceedings. The
Company expects to record a non-cash charge in the second quarter
of fiscal 2018. It is expected the German court will shortly
assign a preliminary insolvency manager to manage the transition
of Litarion's operations and work to maximize value for
Litarion's creditors and shareholders.

While current circumstances on the ground in Germany dictated
Litarion enter into this process, Electrovaya believes that it
ultimately no longer needs its own contract manufacturing
facilities and, given alternate supply arrangements is in place,
the Company expects that the proceedings will not impact the
Company's ability to continue to fulfil current and future
customer orders for its customized cells, custom modules and
battery systems.

As previously disclosed, large battery orders from Litarion's OEM
partners and other customers have taken longer than expected to
materialize. As a result, the cost of maintaining Litarion's
substantial infrastructure negatively affected Electrovaya's
financial results and liquidity position. The Litarion insolvency
process is expected to substantially reduce the Company's
overhead expenses.

                   About Electrovaya Inc.

Electrovaya Inc. (TSX:EFL)(OTCQX:EFLVF) --
http://electrovaya.com/-- designs, develops and manufactures
proprietary Lithium Ion Super Polymer batteries, battery
systems, and battery-related products for energy storage, clean
electric transportation and other specialized applications.
Electrovaya is a technology focused company with extensive IP.
Headquartered in Ontario, Canada, Electrovaya has production
facilities in Canada with customers around the globe. To learn
more about how Electrovaya is powering mobility and energy
storage.


FELDMUEHLE UETERSEN: Files for Insolvency Proceedings
-----------------------------------------------------
Lesprom Network reports that the Schleswig-Holstein paper mill,
Feldmuehle Uetersen GmbH filed for insolvency at the Pinneberg
district court on January 24, 2018. The court has appointed the
Hamburg attorney-at-law and restructuring expert Dr. Tjark Thies
of Reimer Rechtsanwalte as the preliminary insolvency
administrator.

"Business operations will continue unimpeded. This goes for
production as well as purchasing, sales, marketing and
logistics," the report quotes Tjark Thies as saying.

Employees will continue to be paid for their work: through the
end of March 2018, their salaries will be covered by the Federal
Employment Agency's insolvency allowance, Lesprom relates.

According to Lesprom, Tjark Thies and a team of experts from
Reimer Rechtsanwalte are currently working on a stocktaking,
together with the Munich-based restructuring consultancy Ruppert
Fux Landmann GmbH (RFL) and Feldmuehle's management.

"Feldmuehle will continue the strategic reorganisation it has
begun with the funds available to it under insolvency law. In
particular, we will use the days and weeks ahead to review the
extent to which the company could manage the economic
rehabilitation just by itself. One conceivable alternative to
this would be its acquisition by an investor," management
consultant Ruppert said.

Based in Germany, Feldmuehle Uetersen GmbH develops and
manufactures high-quality white coated label papers, packaging
papers and graphic papers for the German and international
market.


GLUCKSKAFER REISEN: Files for Insolvency, 7,400 Clients Affected
----------------------------------------------------------------
FVW reports that Berlin-based tour operator Gluckskafer Reisen
has filed for insolvency and stopped trading, affecting some
7,400 customers.

FVW relates that the tour operator's managing director Andrew
Britten filed the insolvency declaration at the Berlin-
Charlottenburg court on January 15. Stephan Thiemann, who
recently handled the JT Touristik insolvency, was appointed by
the court as insolvency administrator, the report says.

On January 17, Britten and Thiemann agreed the firm would be
wound up.  The insolvency has impacted some 7,400 customers and
about 3,500 bookings, according to Thiemann, FVW relays.

However, customers who booked package holidays are covered by the
tour operator's insolvency insurance with insurance company R+V.
In contrast, travel agents could have problems trying to get
missing commissions, experts said.

Gluckskafer Reisen ('Ladybird Tours'), with 22 employees, sold
health and wellness holidays as well as coach and group trips
through its main company website along with cruise holidays
through the separate website 'Meinkapitan.de', FVW discloses.
Both websites currently display a 'down for maintenance' message.

Norwegian Cruise Line (NCL), one of the company's main suppliers,
is supporting customers of the insolvent company and attempting
to ensure they can go on their cruise holidays, according to FVW.

Gluckskafer Reisen was founded in 2014. Its published accounts
for 2015 show a tiny profit of just EUR4,600 along with debts of
nearly EUR5.8 million. The 2016 accounts have not yet been
published, according to FVW.


K+S AG: Egan-Jones Cuts Senior Unsecured Debt Ratings to BB
-----------------------------------------------------------
Egan-Jones Ratings Company, on Jan. 23, 2018, lowered the foreign
currency and local currency senior unsecured ratings on debt
issued by K+S AG to BB from BB+.

K+S AG (formerly Kali und Salz GmbH) is a German chemical company
headquartered in Kassel. The company is Europe's largest supplier
of potash for use in fertilizer.


NIKI: Lauda's Winning Bid Beat IAG by EUR4 Million
--------------------------------------------------
Maria Sheahan at Reuters, citing Bild am Sonntag, reports that
former motor racing champion Niki Lauda's winning bid for
insolvent Austrian airline Niki beat that of British Airways
owner IAG by EUR4 million (US$5 million).

According to Reuters, the German newspaper, citing sources close
to the negotiations, said Mr. Lauda offered EUR30.3 million for
the carrier, plus a EUR16.5 million liquidity injection.

The sale to Lauda, announced on Jan. 22, undid an agreed deal
with IAG after two courts ruled that the insolvency proceedings
had to move to Austria from Germany, Reuters states.  Mr. Lauda
has not said so far how much he is paying for Niki, Reuters
notes.

Bild am Sonntag said he had already transferred around EUR12
million of the purchase price, Reuters relates.

The paper also said that around half of what Lauda is paying will
go toward paying back a government loan that Niki parent Air
Berlin received when it collapsed in August, according to
Reuters.

                      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.


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I R E L A N D
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ENDO INT'L: Egan-Jones Lowers Currency Ratings to CCC+
------------------------------------------------------
Egan-Jones Ratings Company, on Jan. 17, 2018, downgraded the
foreign currency and local currency ratings on debt issued by
Endo International plc to CCC+ from B-.  EJR also lowered the
foreign currency and local currency commercial paper ratings on
the Company to C from B.

Endo International plc is a generics and specialty branded
pharmaceutical company.  It develops, manufactures, and
distributes pharmaceutical products and devices worldwide.  It
has headquarters in Dublin, Ireland, and Malvern, Pennsylvannia.


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I T A L Y
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LOCAT SV 2006: S&P Raises Class C Notes Rating to B+ (sf)
---------------------------------------------------------
S&P Global Ratings raised to 'AA (sf)' from 'A (sf)' its credit
rating on Locat SV S.r.l.'s series 2006 class B notes. At the
same time, S&P has raised to 'B+ (sf)' from 'CCC (sf)' its rating
on the class C notes.

The upgrades follow S&P's full review of the transaction's
performance since our 2016 review.

As of the December 2017 interest payment date (IPD):

-- The portfolio's total delinquencies ratio totaled 3.24%, down
    from 3.64% at our previous full review.

-- The cumulative default rate since the transaction began
    amortizing was about 13.5%.

-- The cumulative recovery rate from all defaulted and
    defaulting loans since closing was about 47%.

S&P said, "We lowered our base-case cumulative default rate to
15.0% from 16.0% of the closing pool balance due to decreasing
arrears and the improved economic outlook for Italy.

"We maintained our base-case recovery rate at 25%. The pool has
experienced average prepayments, which are below our high
constant payment rate scenario of 8.0%.

"As a consequence of the notes' amortization, available credit
enhancement for the class B and C notes has increased to 77.00%
and 19.80% from 45.2% and 4.0%, respectively, at the time of our
previous review. The pool factor -- the current pool balance as a
percentage of the original pool balance -- as of the December
2017 IPD was 10.09%.

"We consider operational, counterparty, legal, payment structure,
and cash flow risks to be adequately mitigated, and they do not
constrain our ratings on the notes.

"The upgrades also reflect our consideration for projected rating
movements in one and three years under a moderate stress scenario
as described by our credit stability criteria.

"Our analysis indicates that the available credit enhancement for
the class B and C notes is sufficient to withstand the credit and
cash flow stresses that we apply at higher rating levels than
those currently assigned. However, the application of our
structured finance ratings above the sovereign criteria
constrains our ratings on the notes at 'AA (sf)'. We have
therefore raised to 'AA (sf)' from 'A (sf)' our rating on the
class B notes and raised to 'B+ (sf)' from 'CCC (sf)' our rating
on the class C notes.

"Since our last review, the cumulative net default ratio has
declined to 5.54% from 6.24%. At the same time, we have also
reduced our base-case cumulative default rate. Therefore, the
risk of a class C interest deferral breach (cumulative net
default ratio above 6.5%) has receded, in our view."

Locat SV's series 2006 securitizes an original portfolio of mixed
lease receivables, which now largely comprises real estate lease
receivables. UniCredit Leasing SpA originated the receivables.

  RATINGS LIST

  Class            Rating
            To               From

  Locat SV S.r.l.
  EUR1.973 Billion Asset-Backed Floating-Rate Notes Series 2006

  Ratings Raised

  B        AA (sf)           A (sf)
  C        B+ (sf)           CCC (sf)


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L A T V I A
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RIEPU BLOKI: Court Taps Haralds Velmers as Administrator
--------------------------------------------------------
The Baltic Course reports that Liepaja Court ruled Riepu Bloki
insolvent on Jan. 9, the court's spokeswoman Velga Luka told
LETA.

According to the report, the company filed for insolvency after
running a tax debt of more than EUR13 million. The company's own
capital is EUR22,700.

The court appointed Haralds Velmers the company's insolvency
administrator, the report says.

The State Environmental Service last year terminated its
agreement with Riepu Bloki which had been storing tons of old
tires in Riga well above the permitted limit, as well as imposed
a EUR12.9 million fine on the company for breaching numerous
waste management regulations, the Baltic Course recalls.

The report relates that Grube said earlier the fines of EUR1,500
and EUR5,000 that the State Environmental Service had imposed on
the company previously would not help solve the problem of how to
dispose of the tires, and that further fines would force the
company to file for insolvency, and then the disposal of the
tires will become a problem of the Latvian government.

The Baltic Course, citing Firmas.lv business information website,
discloses that Riepu Bloki closed 2016 with a loss of EUR31,400
on a turnover of EUR220,000. In fact, the company had been
operating at a loss and with turnovers no higher than EUR0.2
million for the last five years, the report notes. Riepu Bloki
has a share capital of close to EUR57,000 and is fully owned by
Eko Alternative, a company owned by several Latvian individuals,
which last year reported zero turnover and a loss of nearly
EUR5,000, the report adds.


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L U X E M B O U R G
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ALGECO SCOTSMAN: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) to Algeco Scotsman Investments B.V. (Algeco). The
rating agency also assigned a B2 rating to the proposed EUR1,120
million senior secured notes to be issued by Algeco Scotsman
Global Finance PLC and Caa1 to the EUR295 million senior
unsecured notes to be issued by Algeco Scotsman Global Finance 2
Plc.

At the same time, Moody's also upgraded Algeco Scotsman Global
S.A.R.L.'s CFR to B2 from Caa3, as well as Algeco Scotsman Global
Finance Plc's existing senior secured debt ratings to B2 from
Caa3 and senior unsecured debt to Caa1 from Ca. Algeco Scotsman
Global Finance Plc issued the existing debt instruments. The
outlook on all ratings is stable.

The rating action is based on Moody's expectation that Algeco
will successfully issue the senior secured notes and senior
unsecured notes in order to repay existing debt of Algeco
Scotsman Global Finance PLC as part of its debt restructuring
process. In addition to the debt, Algeco will receive a capital
injection of EUR0.5 billion through a mix of equity from its
private equity owner, TDR Capital, and preferred equity, through
a group of other financing providers. In total, new debt and
equity will be used to repay EUR2.2 billion of existing debt.

Following the repayment of the debts issued in October 2012 --
$1,075 million and EUR275 million senior secured debt and $745
million senior unsecured debts -- the rating agency expects to
withdraw the CFR on Algeco Scotsman Global S.A.R.L. and the
ratings on the repaid debt instruments.

RATINGS RATIONALE

The assignment of a CFR to Algeco Scotsman Investments B.V. is a
consequence of the changes to the corporate structure that
follows the restructuring; Algeco Scotsman Investments B.V. will
be the consolidation entity within the restricted group. While
Algeco Scotsman Global S.A.R.L. will remain the ultimate parent,
it will sit outside the restricted group.

Algeco's B2 CFR reflects Moody's' expectation that the debt
restructuring will result in a manageable level of leverage and
positive levered free cash flows, further supported by Algeco's
global footprint and strong market position in the modular space
and remote accommodation sectors. These factors are balanced
against weak historical financial performance, debt maturity
concentration, customer concentration in the remote accommodation
business, and risks associated with demand cyclicality.

Algeco specialise in leasing modular space, being a leading
player in most of the countries it operates in Europe, and remote
accommodation in the United States and Asia-Pacific. Given the
required capital expenditures and branch network, new entrants
would face high barriers to entry. In Europe, Algeco also has a
competitive advantage from its large scale and number of sites,
allowing it to redistribute units according to market demand. Its
remote accommodation business has large customer concentration
from a US government contract, accounting for over 50% of US
customer exposure, although partially mitigated by cash flow
visibility until the current contract expires in September 2021.

Because of the debt restructuring, Algeco will face materially
lower interest expenses than it had under its previous debt
structure. Moody's expects that the lower level of interest
expenses, combined with moderate business growth, will result in
positive levered free cash flows. The debt restructuring will
also improve the company's leverage position, with Moody's
estimating that total debt/EBITDA will fall to 5x-6x from around
10x at the end of September 2017.

Although liquidity and leverage will improve, Algeco remains
exposed to maturity concentration, with the new senior secured
notes and senior unsecured notes maturing in 2023. The company is
reliant on secured funding; Moody's estimates that the new senior
secured notes and the draw down on its $400 million unrated
senior secured asset backed facility encumbers over 80% of
Algeco's tangible assets. Furthermore, while Moody's expects
Algeco's free cash flows to be positive, its funds from
operations/total debt will remain weak. The agency estimates that
the ratio will remain below 20% over the next 12-18 months.

The B2 rating of the proposed senior secured notes is based upon
the notes' seniority and size in relation to Algeco's other
indebtedness, as well as to their level of asset coverage via the
mix of first-lien and second-lien senior secured guarantees from
Algeco and certain of its operating subsidiaries. The Caa1 rating
assigned to the planned senior unsecured notes reflects their
structurally subordinated position with respect to Algeco's
senior secured debt and their weak level of asset coverage.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's' expectation that Algeco's
financial performance will improve going forward, balanced
against higher costs and execution risk associated with its
corporate restructuring.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade Algeco if the company demonstrates the
positive impact of the restructuring by delivering sustainable
return on assets above 2.5%, continuing its deleveraging, and
materially improving its funds from operations relative to debt
burden.

Conversely, Moody's could downgrade Algeco if the company's total
debt/EBITDA increases beyond 6x, it fails to deliver sustainable
profitability, and/or its cash flow metrics are materially
weakened relative to Moody's current expectations.

LIST OF RATINGS

Issuer: Algeco Scotsman Global Finance PLC

Assignments:

-- BACKED Senior Secured Regular Bond/Debenture, Assigned B2
    Stable

Upgrades:

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
    from Ca, Outlook remains Stable

-- Senior Secured Regular Bond/Debenture, Upgraded to B2 from
    Caa3, Outlook remains Stable

Outlook Actions:

-- Outlook, Remains Stable

Issuer: Algeco Scotsman Global S.A.R.L.

Upgrades:

-- LT Corporate Family Rating, Upgraded to B2 from Caa3, Outlook
    remains Stable

Outlook Actions:

-- Outlook, Remains Stable

Issuer: Alegco Scotsman Global Finance 2 Plc

Assignments:

-- BACKED Senior Unsecured Regular Bond/Debenture, Assigned Caa1
    Stable

Outlook Actions:

-- Outlook, Assigned Stable

Issuer: Algeco Scotsman Investments B.V.

Assignments:

-- LT Corporate Family Rating, Assigned B2 Stable

Outlook Actions:

-- Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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


ALGECO SCOTSMAN: S&P Assigns Preliminary B- CCR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned a preliminary long-term corporate
credit rating of 'B-' to Luxembourg-headquartered modular space
leasing group Algeco Scotsman Investments B.V. (Algeco). The
outlook is stable.

S&P said, "At the same time, we assigned a preliminary issue
rating of 'B-' and a recovery rating of '4' to the EUR1,120
million senior secured notes. The recovery rating reflects our
expectation of average recovery (30%-50%; rounded estimate 35%).

"We are also assigning a preliminary issue rating of 'CCC' and
recovery rating of '6' to the EUR295 million senior unsecured
notes, reflecting our expectation of negligible recovery (0%-10%;
rounded estimate 0%).

"The ratings on former group entity Algeco Scotsman Global
S.a.r.l will be withdrawn after the refinancing closes, which we
expect to occur within three weeks."

The rating actions follow an improvement in Algeco's capital
structure following a complete refinancing of its debt. The
refinancing follows the group's repayment of a portion of its
debt with proceeds from the sale of its U.S. modular space
subsidiary Williams Scotsman. The refinancing alleviates our
concerns surrounding Algeco's liquidity. S&P views Algeco's
business risk profile as weak and financial risk profile as
highly leveraged. Algeco is a leading service provider of modular
space and remote accommodation solutions. It primarily serves
European and Asian markets. TDR Capital LLP, a U.K.-based private
equity firm, currently holds a majority interest in Algeco.

Algeco's products include single-unit buildings and largescale,
multistory permanent structures used for various purposes
including offices, classrooms, accommodation/sleeper units,
hospitals, restaurants, and retail stores. Most of Algeco's
revenues derive from the lease/rental of standardized modular
spaces, with initial lease terms averaging 24 months, although a
significant portion of its customers choose to renew their
contracts beyond that initial term. Companies in this sector
typically operate in somewhat volatile end-markets, such as
nonresidential construction and manufacturing, which account for
a combined 40% of revenues.

Following the sale of Williams Scotsman, the U.S.-based modular
space and portable storage solutions business, Algeco is focused
on Europe, although its remote accommodation business brings
moderate geographic diversification, with operations in the U.S.,
Australia, and New Zealand. Furthermore, although Algeco's
operations depend on different end-markets, S&P considers that
the group is exposed to many cyclical industries, such as oil and
gas, mining, and construction. Finally, S&P's business risk
assessment factors in profitability that it assesses as below
average compared with the operating leasing industry average.

The group's strategy is to increase the sale of value-added
products and services (VAPS). S&P said, "We consider this a
positive as it differentiates Algeco from its competition,
improves customer relationships, and creates additional sources
of revenues. That said, we view this activity as very much linked
to the group's underlying leasing business. We believe that
Algeco remains focused on leasing standardized single-unit
buildings and large-scale, multistorey permanent structures."

These weaknesses are partly offset by Algeco's leading position
as a lessor of modular units in Europe, and its No. 1 or No. 2
positions in most of the markets it serves. The group also holds
No. 1 market positions in the U.S., Australia, and New Zealand
for remote accommodation. S&P said, "We view Algeco's wide
network of sites for modular units -- which are spread across
Europe -- as a key strength, as this allows customers to contract
with one single European supplier, but also access local
facilities. This also minimizes transportation costs for Algeco.
We note that Algeco's lease terms average 24 months, which
represents a relatively low portion of its assets' economic
lives, and translates into moderate revenue and cash flow
visibility for the group. Finally, we believe that the group
benefits from a relatively fragmented customer base (and hence
lower customer concentration) since its five largest customers
represent about 10% of total revenues."

S&P said. "Our assessment of Algeco's financial risk profile as
highly leveraged is primarily constrained by the group's highly
leveraged credit metrics, including S&P Global Ratings-adjusted
debt to capital of above 90% and funds from operations to debt of
below 9% (on average and pro forma the preliminary capital
structure). Algeco's ultimate ownership by private-equity firm
TDR Capital, which we consider a financial sponsor, informs our
opinion of the group's financial policy. We acknowledge that
following the divestment of Williams Scotsman and its associated
debt, and pro forma the preliminary capital structure, EBIT
interest coverage will slightly improve, given the lower interest
burden."

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

-- Real GDP growth in the eurozone will remain steady for 2018
    and decline slightly over the next two years. S&P has
    adjusted revenues to account for Brexit since 20% of the
    group's revenues derive from the U.K.

-- Pro forma year-on-year revenue growth of about 10% in 2018,
    mainly driven by the integration of Touax and Iron Horse,
    which will contribute about EUR110 million to total revenues.
    S&P expects that organic growth will mainly be driven by
    modular space revenues due to increased demand.

-- Gross margins in line with historical levels for each
    business segment. S&P expects that the total reported gross
    margin will improve marginally to about 48% in 2018 from
    about 47% in 2017 as Algeco's top-line grows and absorbs a
    greater amount of fixed costs.

-- Depreciation and amortization as a percentage of revenues to
    remain at about 13%, in line with 2017 levels.

-- After taking into account about EUR30 million of exceptional
    costs in 2018, our forecast of an improvement in Algeco's
    EBIT margin to about 11% in 2018 from 10.5% in 2017. S&P also
    expects that an increasing focus on VAPS and a higher
    utilization rate will positively affect EBIT margins over the
    forecast horizon.

-- Cash taxes of between EUR5 million and EUR7 million per year.

-- Total capital expenditure (capex) of about 10%-11% of
    revenues as the group is investing in maintaining and growing
    its fleet to serve growing demand.

-- No dividend payments.

-- A EUR207 million cash outflow to finance the acquisition of
    Touax (EUR170 million) and Iron Horse (EUR37 million). S&P's
    forecasts do not consider any additional acquisition.

-- S&P's view of the new preferred equity as debt.

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

-- EBIT interest coverage of slightly below 1.0x in 2018, and
    about 1.2x in 2019;

-- FFO to debt of about 7% in 2018, and about 8% in 2019; and

-- A debt-to-capital ratio of well above 90% over the forecasted
    horizon.

S&P said, "The stable outlook on Algeco reflects our view that
growing demand for modular units, combined with the integration
of recent acquisitions Touax and Iron Horse, will support modest
revenue growth of about 10% and an adjusted EBIT margin of about
11% in 2018. However, we believe that these positives will
continue to be offset by debt to capital of well above 90% and
our view of the group's aggressive financial policy as a result
of its financial sponsor ownership.

"We could lower our ratings if Algeco's liquidity position
deteriorates very substantially or if we view its capital
structure as unsustainable.

"Although unlikely over the next 12 months, we could raise our
ratings if earnings and free operating cash flow generation
exceed our expectations, resulting in improved EBIT interest
coverage of more than 1.3x."


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


PETROBRAS GLOBAL: S&P Rates New Senior Unsecured Notes 'BB-'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' debt rating on Petrobras
Global Finance B.V.'s (PGF's) proposed senior unsecured notes due
February 2029. PGF is a wholly-owned finance subsidiary of
Brazilian oil and gas company, Petroleo Brasileiro S.A. -
Petrobras (BB-/Stable/--). Petrobras will unconditionally and
irrevocably guarantee the notes. The state-owned oil company will
use this issuance for general corporate purposes, including the
repayment of upcoming maturities such as the 2019 notes. S&P
doesn't expect changes to the company's net leverage following
this transaction.

S&P said, "We rate PGF' senior unsecured debt the same as our
corporate credit rating on Petrobras, based on the guarantee of
this debt and because the latter has limited secured debt
collateralized by real assets. Even if the senior unsecured debt
rank behind the debt issued by subsidiaries in the capital
structure, we believe the risk of subordination is mitigated by a
priority debt ratio that is far less than 50% and the material
earnings generated on the parent level.

"Our 'BB-' corporate rating on Petrobras reflects its solid
operating performance, with the maintenance of the fuels pricing
policy and improved governance standards, that should enable it
to maintain its liability management strategy and improve cash
flow generation. The ratings also incorporate the relationship
with the Brazilian government, which ultimately controls the
company and whose ratings act as a cap over those on Petrobras."

  RATINGS LIST
  Petroleo Brasileiro S.A. - Petrobras
    Corporate credit rating                    BB-/Stable/--

  Rating Assigned

  Petrobras Global Finance B.V.
    Senior Unsecured                           BB-


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


MEGAFON PJSC: Fitch Affirms BB+ Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Russia-based telecom company PJSC
MegaFon's (MegaFon) Long-Term Issuer Default Rating (IDR) at
'BB+' with a Stable Outlook.

MegaFon is the second-largest mobile operator in Russia by
subscribers and revenue. The company's operating and financial
profile is strong for its rating level. It has successfully
maintained its market positions, robust free cash-flow (FCF)
generation and moderate leverage. The company's ratings reflect
the Russian operating environment, including Fitch's assessment
of Russian systemic governance and MegaFon's individual corporate
governance, which is influenced by the controlling shareholding
of USM group.

KEY RATING DRIVERS

Strong Operating Performance: Fitch view MegaFon's operating
performance as strong. The company has successfully maintained
its Russian subscriber market share of approximately 30% in the
face of intense pricing competition driven by T2 RTK Holding's
(B+/Stable) strategy to improve its market positions against its
peers. Fitch believe pricing competition is likely to abate as T2
RTK has largely completed its foray into Moscow, Russia's largest
regional market, and has refocused on churn reduction and average
revenue per user (ARPU) growth. The Russian mobile market largely
stabilised in 2017, benefiting all operators, including MegaFon.

Growth Ambitions Face Challenges: Fitch believe MegaFon's
ambitions to grow ahead of the market face significant execution
challenges, as new business approaches based on closer
interaction with Internet companies remain largely untested.
MegaFon's soft target is to increase revenues by 2%-5% yoy on
average in 2017-2020.

Mail.Ru Tie-Up's Advantages Uncertain: The partnership with
Mail.Ru (see below) may provide strategic flexibility to develop
new service propositions but immediate benefits are not obvious.
Mobile operators are striving to closely follow each other's
steps in the digital world so that any service differentiation
tools from co-operation with a particular internet company may be
short-lived. Mail.Ru has been a controlled subsidiary of MegaFon
since end-2016. It offers a wide range of internet services
including social networking, instant messaging, a mail service,
and games reaching 90% of Russian internet users on a monthly
basis (company estimates).

Mail.Ru Standalone: Fitch expect that Mail.Ru will continue to be
managed as a standalone entity, with little or no operating and
financial overlap between parent MegaFon and this subsidiary.
With MegaFon's economic interest only equal to 15.2% in this
publicly listed entity, strategic incentives for support are weak
while unfettered access to its cash flows may be complicated.
Mail.Ru's financial and liquidity situation is comfortable and
support is unlikely to be necessary anyway.

As of end-3Q17 Mail.Ru had no financial debt, and its cash was
equal to RUB10 billion. It generates positive free cash flow.
Fitch would seek to deconsolidate Mail.Ru results for analytical
purposes if financial disclosure is sufficient.

Tigher Regulatory Environment: Increased regulation in Russia may
put pressure on margins, stall revenue growth and lead to
increased investments in 2018-2020, in Fitch view. Higher costs
and capex may reduce free cash flow for shareholders and
ultimately dividends which would be a mitigating factor for
leverage.

Yarovaya Law is Expensive: MegaFon has estimated the investments
necessary to comply with the anti-terrorist Yarovaya law at
RUB35-40 billion over 2018-2022, assuming six-month storage for
voice and one month storage for data with a modest 15% yoy growth
in data traffic. The management estimated that the brunt of
additional investments was likely in the first two years
following the law, with 2018 required investments of RUB7- 8
billion. This is equal to above 10% of the company's 2016 capex
and equivalent of up to 0.1x of additional leverage per annum.

The Yarovaya law provisions are not final yet, and may require
higher spending if the data storage period is increased to up to
six months as written in the law.

National Roaming, Spectrum Fees: The regulator is also planning
to clamp down on national roaming surcharges which may help
equalise tariffs across entire Russia. Although national roaming
is only used by less than 10% of subscribers, by the regulator's
estimates, these are high-margin services and their loss may be
painful for profitability while competition may increase. Under
another initiative, spectrum usage fees are expected to increase
by up to 25% yoy in 2018.

Moderate Leverage: Fitch expect MegaFon's leverage to remain
moderate at below 3x on an FFO adjusted basis. The company is
targeting keeping leverage below 2x net debt/EBITDA (company
definition) which maps to below 3x FFO adjusted net leverage. The
new dividend policy is pegged to cash flow, and does not entail a
threat of leverage increases, in Fitch view. The company is
targeting to pay out at least 70% of its post-interest free cash
flow (company definition) generated in the telecoms segment to
shareholders.

Robust Cash Flow: Fitch expect MegaFon to maintain robust pre-
dividend free cash-flow generation, with pre-dividend free cash
flow margin in the mid-single-digit territory. However, a rebound
to historical levels of above 10% is unlikely, at least in the
medium term. The competition in Russia remains intense, with
EBITDA margins unlikely to improve from the current high thirties
territory, while capex will be hiked by Yarovaya law-related
investments.

Shareholding, Operating Environment Weigh: MegaFon's ratings take
into account the mpact of the Russian operating environment
including Fitch's assessment of its systemic governance, but also
its individual corporate governance situation with USM Holdings,
MegaFon's majority shareholder, in a position to exert a
significant influence on the company. USM Holdings is a non-
transparent private holding company controlled by Alisher
Usmanov.

DERIVATION SUMMARY

Like its peers MTS (BB+/Negative) and VEON (BB+/Stable),
MegaFon's benefits from established mobile market positions in
Russia, with margins, capex and leverage largely on a par or more
comfortable than those of its key rivals. Large Russian mobile
operators, including MegaFon, have only patches of fixed-line
coverage which deprives them of the ability to offer nationwide
fixed-mobile bundled service. Unlike VEON, MegaFon faces
significantly lower FX risks, operating almost exclusively in
Russia and with more than 80% of its debt denominated in or
hedged into roubles

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the Issuer
include:
- Largely flat wireless revenues
- Low single-digit fixed-line revenue growth in 2017-2020, flat
   afterwards
- Flat EBITDA margin of 38%
- Organic telecoms capex at slightly below 20% of revenues
- RUB40 billion of additional investments under the Yarovaya law
   requirements over five years, with approximately a half taken
   over the first two years.

RATING SENSITIVITIES

Future developments that may individually or collectively lead to
negative rating action include:
- a sustained increase in FFO-adjusted net leverage to above 3x,
   which combined with liquidity and refinancing risks, may lead
   to a downgrade;
- competitive weaknesses and market share erosion, leading to
   significant deterioration in pre-dividend FCF generation;
- a worsening of the regulatory environment leading to
   pronounced pressure on financial performance.

Future developments that may individually or collectively lead to
positive rating action include:
- a stronger strategic positioning in the Russian market while
   maintaining robust financial performance and cash flow
   generation;
- this may be demonstrated by pronounced mobile market
   leadership in spite of a fourth mobile operator development or
   by a wider package offer of telecom services to the majority
   of its customer base, including wire-line broadband services,
   though Fitch believe both are remote prospects over the medium
   term;
- a stronger ring-fence around MegaFon, protecting it from
   potential negative shareholder influence.

LIQUIDITY

Comfortable Liquidity, Maturity Profile: MegaFon's debt maturity
profile is well spread out with more than 50% of its debt having
a maturity of five years or more at end-3Q17. As of end-2016 the
company had unused credit lines of RUB207 billion including
vendor financing and RUB39 billion of cash and short-term
investments that comfortably covered RUB38 billion of its short-
term debt. The acquisition of a stake in Mail.Ru in early 2017
was financed with an additionally arranged facility.

FULL LIST OF RATING ACTIONS

Long-Term Foreign-Currency IDR: affirmed at 'BB+', Outlook
Stable;
Long-Term Local-Currency IDR: affirmed at 'BB+', Outlook Stable;
Short-Term Foreign-Currency IDR: affirmed at 'B';
Senior unsecured rating: affirmed at 'BB+'
Bonds issued by MegaFon Finans LLC and guaranteed by MegaFon:
affirmed at 'BB+'


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


CIRSA GAMING: S&P Upgrades CCR to 'BB-', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised to 'BB-' from 'B+' the long-term
corporate credit rating on Spain-based gaming company Cirsa
Gaming Corp. S.A. The outlook is stable.

S&P said, "Our upgrade of Cirsa reflects the company's continuous
outperformance, increased business scale, and improved
geographical diversification, which it has achieved by reducing
its exposure to Latin American countries, especially to
Argentina, as percentage of EBITDA. We expect Cirsa to report
strong full-year 2017 results and to reach around EUR426 million
reported EBITDA, mainly driven by the contribution of the
acquired casinos in Peru, selective acquisitions, and positive
foreign exchange movements.

"Our assessment of Cirsa's business profile is supported by the
company's leading positions in most of its operating countries
and the high barriers to entry that protect Cirsa from
competition. We acknowledge that the casino business operates
through long-term licenses (generally 10-20 years), the slot
division generally operates with five-year exclusivity agreements
(many of them have been consistently renewed for the past 20
years), and the slot and B2B divisions require significant
financial resources, operating expertise, and a qualified
workforce.

"Despite its considerable exposure to the more unstable business
environments in Latin America (currently about 60% of EBITDA), we
acknowledge that within this region Cirsa has managed to
diversify its operations among different countries, therefore
reducing the regulatory and political risk related to one single
market. Moreover, we expect the company to continue its strategy
to reduce its relative exposure to Latin American countries to
around 50% of total EBITDA by 2021, and especially to Argentina,
which carries the highest regulatory risks, in our opinion."

Cirsa has demonstrated its ability to keep growing and maintain a
broadly stable EBITDA margin during economic downturns in its key
operating countries, including Argentina and Spain. Although
S&P's recognize the company's resilience, in our view Cirsa
remains highly exposed to the regulatory and taxation changes
inherent in the gaming industry globally, and particularly in
some of its markets of operation, which could potentially put
pressure on the company's profitability margins.

S&P said, "In our view, Cirsa's business assessment is also
constrained by its concentration on the casino and slots
divisions and its limited diversification in online gaming. The
online sport betting in Spain (the only country where Cirsa
operates online) is very competitive and fragmented, with around
60 companies currently operating. Cirsa is number four in the
Spanish online gaming market. However, the company's presence is
limited compared to other rated European peers and we don't
expect meaningful growth from this business division over the
next two-to-three years.

"We expect Cirsa's revenues and EBITDA growth to be driven by the
contribution from newly acquired casinos in Peru, the expansion
of its best-performing halls, discontinuance of underperforming
machines and bingo halls, and selective acquisitions across
various divisions. In our view, the sound macroeconomic prospects
in Spain and most of the Latin American countries should
positively contribute to Cirsa's growth."

Casino Buenos Aires represents around 10% of Cirsa's EBITDA and
its license expires in October 2019. If the license is not
renewed or if the renewal implies notable tax increases, it could
potentially create a slowdown in revenue growth and a decline in
margins, but S&P does not expect this to materially affect the
company's financial profile.

S&P said, "In our base case, we don't expect any major debt
repayment during 2018-2020, leading to an adjusted debt to EBITDA
ratio of around 3.0x and free operating cash flow (FOCF) to debt
ratio of 12%-14%, on a weighted average basis. We believe that
Cirsa will continue generating strong FOCF and that the company
will remain committed to a target reported net leverage of below
3.0x.

"Our rating also reflects Cirsa's current lack of hedging against
the risk of currency fluctuations stemming from its significant
exposure to Latin America. We believe that management will
continue to rely on the natural hedge of its balance sheet, which
we see as a significant risk to the stability of profitability
and cash flow generation--a risk that we do not currently factor
into our base case."

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

-- Solid macroeconomic prospects in Cirsa's core countries, with
    expected real GDP growth of 2.6% in Spain, 3.0% in Argentina,
    5.0% in Panama, and 2.2% each in Mexico and Colombia for
    2018, while in 2019 S&P expects real GDP growth of 2.0% in
    Spain, 3.0% in Argentina, 5.0% in Panama, 2.4% in Mexico, and
    2.5% in Colombia.

-- S&P forecasts that this will have a positive impact on
    Cirsa's growth over the next two years. Revenue growth of 6%
    in 2017 and 3%-4% during 2018-2019, supported by selective
    acquisitions across various divisions and organic growth
    thanks to improved macroeconomic conditions.

-- Reported EBITDA margins of 21%-22%, broadly stable during
    2017-2019. S&P believes that potential tax increases might
    prevent Cirsa from seeing the benefits of discontinuing
    underperforming machines and halls and implementing
    efficiency programs.

-- Capital expenditure (capex) of about EUR155 million in 2017
    and about EUR130 million-EUR140 million in 2018-2019, out of
    which S&P assumes around EUR115 million relates to
    maintenance capex and the remainder for growth initiatives.

-- Acquisitions of around EUR45 million annually over 2017-2019.

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

-- Adjusted debt to EBITDA of about 3.0x on a weighted average
    basis.

-- Strong positive free cash flow generation exceeding EUR200
    million per year, leading to a weighted-average FOCF to debt
    of close to 13%.

S&P said, "The stable outlook reflects our expectation that Cirsa
will grow revenues at 4.0% and will maintain reported EBITDA
margin at above 20% over the next 12 months, driven by selective
acquisitions across different business divisions and countries,
discontinuance of underperforming halls, as well as improved
macroeconomic conditions in its most important markets. In our
base case, we anticipate that adjusted debt to EBITDA will be
2.8x-3.0x and FOCF to debt around 12%-14%, with adequate
liquidity. The stable outlook also reflects our expectation that
Cirsa will keep reducing its relative exposure to Latin American
countries and that it will not derive more than 20% of its EBITDA
from Argentina.

"We could consider lowering our rating on Cirsa if the company
incurred a major debt-financed merger or acquisition that could
lead to adjusted debt to EBITDA increasing above 4.0x and FOCF to
debt decreasing below 10%. We could also consider a downgrade if
Cirsa considerably increased its exposure to Latin America and
especially if the EBITDA derived from Argentina increased above
20%. If we perceive Cirsa's liquidity materially weakening, we
may also consider a downgrade.

"We see rating upside as unlikely over the next 12 months. We
could consider raising the rating if Cirsa committed to a
financial policy supportive of target net leverage of below 2.5x,
leading to an adjusted debt to EBITDA well below 3.0x and FOCF to
debt above 15%, on a sustainable basis. We could also consider
raising the ratings if the company implemented foreign-exchange
hedging and at the same time decreased its exposure to Latin
American markets well below our expectations while maintaining
strong profitability and cash flow generation."


=============
U K R A I N E
=============


UKRAINE: Egan-Jones Hikes Sr. Unsecured Debt Ratings to B+
----------------------------------------------------------
Egan-Jones Ratings Company, on Jan. 17, 2018, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ukraine to B+ from B.

Earlier, on Jan. 3, 2018, EJR raised Ukraine's foreign currency
and local currency senior unsecured debt ratings to B from B-.

Ukraine is a sovereign state in Eastern Europe, bordered by
Russia to the east and northeast; Belarus to the northwest;
Poland, Hungary, and Slovakia to the west; Romania and Moldova to
the southwest.


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


BYRON: Creditors Set to Vote on Proposed CVA Deal on Jan. 31
------------------------------------------------------------
Press Association reports that the fate of stricken burger chain
Byron will be decided this week when creditors vote on a proposed
restructuring package which could spark hundreds of job losses.

Byron has tabled a company voluntary arrangement (CVA) in an
attempt to shore up its financial position by allowing it to
close loss-making restaurants and secure deep discounts on rental
costs, Press Association relates.

According to Press Association, around 20 restaurants could be
closed as part of the process, as Byron's owners attempt to stave
off its decline in the casual dining sector.

If the CVA is to succeed, the burger chain's plans would need 75%
backing from creditors, which include landlords, during a vote on
Wednesday, Jan. 31.

Mark Edwards, BDO partner and head of restaurants and bars, said
Byron has been forced to re-trench because its expansion was too
hasty, Press Association notes.

Mr. Edwards, as cited by Press Association, said: "When
restaurant groups (such as Byron) go and expand very quickly,
there is always a risk some of those sites will be marginal
sites.

"However, the sector as a whole is struggling.  There are some
operators that are more successful than others such as Honest
Burger, which has a different take and is London-centric."

As part of the sale process linked to the Byron's restructuring,
investment house Three Hills Capital Partners would become the
biggest shareholder by snapping up half of Hutton Collins' stake,
Press Association states.

Professional services giant KPMG, which is handling the CVA, has
moved to reassure staff that no restaurants would close on day
one of the process and employees, suppliers and business rates
would continue to be paid on time and in full, Press Association
relays.

The CVA has proposed that 51 Byron sites would keep their rental
costs the same, and five would have their rents reduced by a
third, Press Association discloses.

A further 20 would have their rents cut by 45% for six months
while the group holds crunch talks with landlords over the future
of these sites, according to Press Association.


CARILLION PLC: TPR Launches Anti-Avoidance Investigation
--------------------------------------------------------
Jack Torrance and Rhiannon Curry at The Telegraph report that the
Pensions Regulator (TPR) has launched an investigation into
whether it should use its anti-avoidance powers against the
directors of collapsed contractor Carillion.

Lesley Titcomb, chief executive of the regulator, said in a
letter to Frank Field, chair of parliament's work and pensions
committee, that TPR would "determine if there is information"
that shows its powers should be used, The Telegraph relates.

According to The Telegraph, these can include demanding that an
individual pays an amount into the pension scheme in order to
help TPR protect members' benefits, if it transpires that the
person's actions caused material detriment to the scheme.

Carillion fell into liquidation two weeks ago after a string of
profit warnings, leaving thousands of jobs at risk and forcing
the Government to step in to protect public services, The
Telegraph recounts.

A letter from Robin Ellison, chairman of trustees of Carillion's
pension scheme, which was published this morning, revealed that
the company's pension scheme's deficit might be as much as GBP990
million, more than 50pc higher than the GBP590 million figure
reported by the firm, The Telegraph relays.

TPR responded in its letter to a number of questions from
Mr. Field about its involvement with the company following its
first major profit warning in July, The Telegraph discloses.

According to The Telegraph, the letter said that it had been in
"frequent and close contact" with Carillion since July, including
meetings with senior Carillion executives and major financial
creditors.

It said it had urged Carillion's pension trustees to "prepare
themselves for a likely restructuring" and had sought to ensure
that they had "appropriate financial and legal advice", The
Telegraph notes.

Earlier on Jan. 29 the accounting watchdog launched an
investigation into KPMG's handling of Carillion's financial
affairs as far back as 2014, The Telegraph discloses.

The Financial Reporting Council, as cited by The Telegraph, said:
"The investigation will be conducted by the FRC's Enforcement
Division, and will consider whether the auditor has breached any
relevant requirements, in particular the ethical and technical
standards for auditors."

The FRC will probe KPMG's auditing of Carillion's pensions
accounting, of the way it estimated and recognized revenues, and
of its use of the "going concern" basis of accounting, according
to The Telegraph.

KPMG has signed off on Carillion's accounts since 1999 and since
then has garnered a total of GBP29.4 million in fees for auditing
and other work, The Telegraph recounts.

According to The Telegraph, a KPMG spokesman said it would "co-
operate fully" with the FRC's investigation, adding: "As we have
already commented, we believe that we conducted our role as
Carillion's auditor appropriately and responsibly."

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.


CARILLION PLC: Canadian Unit Granted Protection Under CCAA
----------------------------------------------------------
Dan Healing at The Canadian Press reports that Carillion Canada
has been granted protection from creditors by the Ontario
Superior Court under the Companies' Creditors Arrangement Act.

The Canadian branch of insolvent British construction giant and
state contractor Carillion PLC said on its website on Jan. 25
that its decision to seek CCAA protection was forced by the
compulsory liquidation of its parent company earlier this month
when it couldn't arrange short-term financing, The Canadian Press
relates.

According to The Canadian Press, it said that event gave rise to
"unexpected liquidity challenges" for the Canadian operations.

"It is expected to be business-as-usual for all Canadian
Carillion applicants as they continue to operate under the
protection of the initial order."

The company says it employs more than 6,000 people in Canada, The
Canadian Press notes.

Carillion Canada, as cited by The Canadian Press, said it will
use the court protection to stabilize operations and consider
options to satisfy creditors and the court.  The initial
protection period is for a month but it can be extended, The
Canadian Press discloses.

The company said the protection order covers Carillion
Construction Inc., Carillion Canada Inc., Carillion Canada
Holdings Inc. and Carillion Canada Finance Corp., The Canadian
Press 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.


LLOYDS BANKING: Fitch Affirms 'BB+' Tier 1 Instruments Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Lloyds Banking Group plc (LBG), Lloyds Bank plc (LB),
HBOS plc and Bank of Scotland plc (BOS) at 'A+' with Stable
Outlooks. Fitch has also affirmed the Viability Ratings (VRs) of
LBG, LB and BOS at 'a', and the expected Long-Term IDRs of Lloyds
Bank Corporate Markets plc (LBCM) and Lloyds Bank International
Ltd (LBIL) at 'A(EXP)' with Stable Outlooks.

The rating actions are part of Fitch's periodic review of major
UK banks.

KEY RATING DRIVERS
IDRS, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT

The Long-Term IDRs and senior debt ratings of LBG, LB and BOS are
one notch above their VRs because Fitch believes that LBG's
buffer of qualifying junior debt (QJD) is sufficiently large to
recapitalise the bank after a resolution without imposing losses
on senior creditors.

This large buffer of qualifying junior debt within the group
could be made available to protect senior obligations from
default in case of failure, either under a resolution process or
as part of a private sector solution, for instance in the form of
a distressed debt exchange, to avoid a resolution action.

Without such a private sector solution, Fitch would expect a
resolution action being taken on LBG when it is likely to breach
its pillar 1 and pillar 2A common equity Tier 1 (CET1) capital
requirements. On a risk-weighted basis, these are currently
around 7.5% of risk-weighted assets (RWAs). Fitch believes that
the group would need to meet its pillar 1 and pillar 2A total
capital requirements immediately after a resolution action. On a
risk-weighted basis, these are currently around 13% of RWAs.

Given its systemic importance, in Fitch's opinion LBG would
likely also need to maintain most, if not all, of its combined
buffer requirement. This means a post resolution action total
capital requirement of around or above 18% of (post
recapitalisation) RWAs is plausible under a bail-in scenario,
assuming end-state requirements, dependent on final combined
buffer requirements. This figure could be lower under a private
sector scenario as part of a broader rehabilitation plan that
averts a resolution action. Fitch's view of the regulatory
intervention point and post-resolution capital needs taken
together suggest a junior debt buffer of close to 11% of RWAs
could be required to restore viability without hitting senior
creditors.

LBG's qualifying junior debt was 10.4% of RWAs at end-3Q17 but
would have increased to 11% taking into account January 2018 Tier
2 issuance. Fitch ratings assume the buffer will remain
substantial and will not fall much below 11% of RWAs. Fitch
expect LBG to maintain a strong total capital ratio, and so
further subordinated debt issuance will support the QJD buffer.

The 'F1' Short-Term IDRs of LBG, LB, BOS and HBOS are the lower
of two possible Short-Term ratings mapped to a Long-Term IDR of
'A+'. This reflects Fitch's view that the group's liquidity is
sound but not exceptionally strong to warrant a 'F1+' rating.

HBOS is an intermediate holding company and its IDRs are
equalised with LBG's. This reflects Fitch view of the high
likelihood of institutional support from LBG given the deep
strategic and operational integration of HBOS with its parent.

LBCM is a wholly-owned subsidiary of LBG and will head the
group's non-ring-fenced bank sub-group, in line with Prudential
Regulation Authority requirements to implement ring-fencing rules
by 1 January 2019. Under the ring-fencing restructuring Jersey-
based LBIL will become a wholly-owned subsidiary of LBCM. LBCM's
and LBIL's expected IDRs are equalised with LBG's 'a' VR,
reflecting Fitch view of an extremely high probability of support
for LBCM and LBIL by LBG, should it be required. Fitch does not
assign VRs to LBCM or LBIL, due to Fitch view that neither entity
would have a meaningful standalone franchise without the
ownership by LBG.

The expected IDRs are equalised with LBG's VR as opposed to LBG's
IDR to reflect insufficient certainty that LBCM's and LBIL's
senior creditors would benefit from LBG's qualifying junior debt
buffer in a resolution of the group. This is primarily because
Fitch believe that in a resolution of the group the resolution
authority's main objective would be the protection of senior
creditors of LBG's ring-fenced bank.

The affirmation of the Derivative Counterparty Ratings (DCRs) for
LB and BOS, and of the expected DCR for LBCM, reflect their
significant derivatives activity and are at the same level as the
Long-Term IDRs. This is because under UK legislation, derivative
counterparties have no preferential status over other senior
obligations in a resolution scenario.

VR
Fitch assigns a common VR to LB and BOS. Fitch assesses the group
on a consolidated basis as it is managed as a group and is highly
integrated. LBG acts as the holding company for the group, and
its VR is equalised with that of the operating subsidiaries,
reflecting LBG's role in the group and moderate holding company
double leverage of 117% at end-1H17.

The VR primarily reflects the group's strong UK franchise, solid
capitalisation and funding, and low risk appetite. Activities are
geographically concentrated in the UK but the group's business
model is well-diversified by product and by sector across retail,
corporate, SME and insurance.

Fitch assessment of LBG's franchise is underpinned by the group's
strong market position across several businesses, which provides
the group with considerable deposit and loan pricing-power. LBG's
multi-brand and multi-channel strategy allows the group to
address a wide range of customers with different pricing and
product ranges.

LBG's Fitch Core Capital (FCC)-to-RWAs improved to 13.7% at end-
3Q17, from 13.2% at end-2016, supported by strengthened internal
capital generation and modest net loan growth. Fitch believe that
the target capital ratios are commensurate with the group's VR
and do not expect capital ratios to rise significantly above the
target, although this will likely increase from the current
target of around 13% given expected upward pressure on CET1
requirements. Management has stated that the board would consider
distribution of surplus capital above the targeted level, in the
form of special dividends or share buybacks.

The group's underlying profitability has improved materially in
recent years, supported by low loan impairment charges,
decreasing funding costs and strong growth in higher-yielding
assets including consumer finance and auto finance. Legacy costs
have declined but continue to weigh on net income, particularly
in relation to conduct. In 9M17 the bank provisioned an
additional GBP1 billion - equivalent to around 19% of operating
profit by Fitch's calculations - for payment protection insurance
(PPI) claims. Although conduct costs are inherently difficult to
predict, Fitch believes that related charges should become less
material in the future thanks particularly to the August 2019
deadline for new PPI claims, which should enable net income to
continue to move in line with underlying profit.

LBG's asset quality is strong with low levels of impaired loans
(1.7% of gross loans at end-3Q17) which are well-covered by
provisions. Fitch expect asset quality to remain stable due to
sound underwriting practices, which Fitch expect to remain
conservative even in light of the bank's growth strategy. Legacy
assets were a low 2% of end-1H17 gross loans, due to progress in
running off the portfolio.

Funding is sound, supported by LBG's strong and granular retail
deposit franchise. On-balance sheet liquidity in the form of cash
and cash equivalents, and high-quality liquid assets, is sound
and supported by access to contingent liquidity sources through
various central bank facilities.

The minimum requirement for own funds and eligible liabilities
(MREL) set by the Bank of England, which Fitch estimates to be
25% of LBG's RWAs by 2022, suggests that the group will be an
active issuer of eligible debt over the next few years. The UK
approach to resolution planning means that LBG is required to use
structural subordination, involving the issuance of external
MREL-eligible instruments through the holding company, to meet
requirements.

SUPPORT RATING AND SUPPORT RATING FLOOR

LBG's, LB's, and BOS's SRs and SRFs reflect Fitch's view that
senior creditors cannot rely on extraordinary support from the UK
authorities in the event they become non-viable. In Fitch
opinion, the UK has implemented legislation and regulations that
are sufficiently progressed to provide a framework that is likely
to require senior creditors participating in losses for resolving
even large banking groups.

HBOS's SR, and the expected SRs for LBCM and LBIL, are based on
Fitch view that institutional support from LBG is highly likely.
Fitch expect that LBG would be the ultimate source of support for
LBIL, in the event that LBCM is unable to support LBIL on its
own.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings of all banks' subordinated debt and hybrid securities
are notched down from the banks' respective VRs, reflecting a
combination of Fitch's assessment of their incremental non-
performance risk relative to the VRs (up to three notches) and
assumptions around loss severity (one to two notches).

These features vary considerably by instrument. Subordinated debt
with no coupon flexibility is notched down once from the VR for
incremental loss severity. Legacy upper Tier 2 subordinated debt
is notched down three times (once for loss severity and twice for
incremental non-performance risk). Legacy Tier 1 and preferred
stock is notched down either four or five times, dependent on
incremental non-performance risk (twice for loss severity and
either two or three times for incremental non-performance risk).
Additional Tier 1 instruments (contingent convertible capital
notes) are notched five times (twice for loss severity and three
times for incremental non-performance risk) given their fully
discretionary coupon payment.

RATING SENSITIVITIES
IDRS, DERIVATIVE COUNTERPARTY RATINGS AND SENIOR DEBT

As the Long-Term IDR and senior debt ratings are notched up from
the group's VR, they are sensitive to a change in the VR. Fitch
believe that the VRs and Long-Term IDRs of banks concentrated on
the UK are effectively capped in the 'a'/'A' range, therefore an
upgrade of the Long-Term IDRs and senior debt ratings, while not
impossible, is unlikely and would require exceptionally strong
financial metrics.

The notching of the Long-Term IDRs of LBG and its subsidiaries
above their VR are sensitive to a material reduction in the size
of the qualifying junior debt buffer. A downgrade of these
ratings to the level of the VR would be likely if the level of
QJD falls much below 11% of LBG's RWAs.

The notching is also sensitive to changes in assumptions on the
UK authorities' resolution intervention point, post-resolution
capital needs for large banking groups such as LBG, and the
development of resolution planning more generally. If MREL debt
is down-streamed to the operating subsidiaries in a manner that
effectively protects operating company senior debt holders, this
form of debt would be included in the operating companies' junior
debt buffer. A reduction in the group's overall junior debt
buffer but a sufficient buffer for operating companies in the
form of down-streamed senior holdco debt could result in the
Long-Term IDRs of the operating companies remaining one notch
above their VRs even if LBG's Long-Term IDR no longer benefits
from the junior debt buffer, which has to be in the form of
subordinated debt to protect holding company senior creditors.

The IDRs of HBOS, the expected IDRs of LBIL and LBCM, and the DCR
of LBCM, are sensitive to changes in Fitch assumptions around the
propensity or ability of LBG to provide timely support. For LBCM
and LBIL the prohibition or restriction by LBG's regulator to
upstream dividends from the ring-fenced bank to support non-ring
fenced entities could also result in a downgrade of both
entities' IDRs.

VR
LBG's VR reflects the group's strong UK franchise, which Fitch
views as a rating strength. However, because of the high
indebtedness of the UK private sector, Fitch currently
effectively caps the VRs of domestic retail banks in the UK in
the 'a' category. Evidence that the group can generate
exceptionally strong net profit from recurring earnings without
increasing its risk appetite and maintaining capital ratios in
line with current targets could result in upward momentum for the
group's VR in the medium term once conduct charges no longer have
a material impact on its earnings.

LBG's VR is also sensitive to an increase in risk appetite, which
Fitch do not expect in the medium term. A weaker funding profile,
for example driven by a material increase in the group's reliance
on wholesale funding along with reduced liquidity buffers, would
put pressure on the VR. LBG's VR could be downgraded if holding
company double leverage increases above 120%.

The VRs and IDRs of LBG and its subsidiaries are also sensitive
to a material worsening of underlying earnings and asset quality
if the economic environment deteriorates substantially following
the UK's decision to leave the EU.

SUPPORT RATING AND SUPPORT RATING FLOOR

Any upgrade of the SRs and upward revision of the SRFs of LBG, LB
and BOS would be contingent on a positive change in the
sovereign's propensity to support domestic banks. While not
impossible, in Fitch's opinion this is highly unlikely.

HBOS's SR and the expected SRs for LBCM and LBIL are primarily
sensitive to a change in the ability or propensity of LBG to
provide support to the entities.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings are primarily sensitive to changes in the VRs from
which they are notched. AT1 and other discretionary Tier 1
instruments are also sensitive to Fitch changing its assessment
of the probability of their non-performance relative to the risk
captured in LBG's VR. This could occur if there is a change in
capital management or flexibility, or an unexpected shift in
regulatory buffers. The ratings are also sensitive to a change in
Fitch's assessment of each instrument's loss severity, which
could reflect a change in the expected treatment of liability
classes during a resolution.

The rating actions:

LBG
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured EMTN Long-term: affirmed at 'A+'
Senior unsecured EMTN Short-term: affirmed at 'F1'
Subordinated debt affirmed at 'A-'
All other upper Tier 2 subordinated bonds: affirmed at 'BBB'
Subordinated non-innovative Tier 1 discretionary debt: affirmed
at 'BB+'
Subordinated alternative Tier 1 instruments: affirmed at 'BB+'

LB
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: affirmed at 'A+(dcr)'
Senior unsecured Long-term debt: affirmed at 'A+'
Commercial paper and senior unsecured Short-term debt: affirmed
at 'F1'
Lower Tier 2: affirmed at 'A-'
Upper Tier 2 subordinated debt: affirmed at 'BBB'
Innovative Tier 1 subordinated non-discretionary debt
(US539473AE82, XS0474660676): affirmed at 'BBB-'
Other innovative Tier 1 subordinated discretionary debt: affirmed
at 'BB+'

HBOS
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Senior unsecured debt: affirmed at 'A+'
Innovative Tier 1 subordinated discretionary debt (XS0255242769,
XS0353590366): affirmed at 'BB+'
Innovative Tier 1 subordinated non-discretionary debt
(XS0139175821, XS0165483164): affirmed at 'BBB-'
Upper Tier 2 subordinated debt: affirmed at 'BBB'
Lower Tier 2 debt: affirmed at 'A-'

BOS
Long-Term IDR: affirmed at 'A+'; Stable Outlook
Short-Term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: affirmed at 'A+(dcr)'
Senior unsecured debt: affirmed at 'A+'
Commercial paper and senior unsecured short-term debt: affirmed
at 'F1'
Lower Tier 2: affirmed at 'A-'
Upper Tier 2: affirmed at 'BBB'
Preference stock: affirmed at 'BBB-'

Lloyds Bank Corporate Markets plc
Long-Term IDR affirmed at 'A(EXP)'; Outlook Stable
Short-Term IDR affirmed at 'F1(EXP)'
Support Rating affirmed at '1(EXP)'
Derivative Counterparty Rating affirmed at 'A(dcr)(EXP)'

Lloyds Bank International Ltd
Long-Term IDR affirmed at 'A(EXP)'; Outlook Stable
Short-Term IDR affirmed at 'F1(EXP)'
Support Rating affirmed at '1(EXP)'


MALLINCKRODT PLC: S&P Affirms 'BB-' CCR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Mallinckrodt Plc and all issue-level ratings except for one
recovery rating. S&P also removed the ratings from CreditWatch,
where it placed them with negative implications on Dec. 29, 2017.
The outlook is negative.

S&P said, "In addition, we revised our recovery rating on
Mallinckrodt's senior unsecured debt to '4' from '3. This
reflects our expectation of average (rounded estimate: 40%)
recovery in the event of payment default. The recovery rating on
Mallinckrodt's senior secured debt remains '1', reflecting our
expectation of very high (rounded estimate: 95%) recovery in the
event of payment default. The '6' recovery rating on
Mallinckrodt's subordinated debt is also unchanged and reflects
our expectation of negligible (rounded estimate: 0%) recovery in
the event of payment default.

"The recovery analysis does not include the $500 million term
loan that we expect Mallinckrodt to issue soon to fund the
Sucampo acquisition. We will update our recovery analysis if the
company issues this new debt.

"The rating actions reflect our expectation that Mallinckrodt's
2018 leverage will increase to about 5x following the Sucampo
acquisition but will improve to below 5x in the first half of
2019 and 4.7x by the end of 2019. Based on Mallinckrodt's strong
track record of deleveraging after the previous acquisitions, we
remain confident in the company's commitment to reducing leverage
before pursuing any others. As such, we expect Mallinckrodt to
limit its 2018 business-development and share-repurchase
activities and direct internally generated cash flow to reduce
leverage. We also recognize Mallinckrodt's strong track record of
successfully integrating acquisitions and expect a smooth
integration of Sucampo.

"The negative outlook reflects credit measures that are weak for
the rating and the risk that the unfavorable reimbursement
environment for H.P. Acthar Gel or potential competition for
either Acthar Gel or Inomax could result in revenue and
profitability declines beyond our current projections, with
leverage remaining above 5x for more than a year. While we expect
Mallinckrodt's financial policy to remain relatively conservative
in 2018 and project that the company will limit its business-
development activity and share repurchases until it reduces
leverage to below 5x, we believe the multiple risks associated
with the company's key products increase the uncertainty about
the projected leverage reduction."


NATIONWIDE BUILDING: Fitch Affirms BB+ Add'l Tier 1 Debt Rating
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Nationwide Building
Society's Long-Term Issuer Default Rating (IDR) to Negative from
Stable and affirmed the IDR at 'A+' and Viability Rating (VR) at
'a'.

The revision of the Outlook reflects Fitch's view that
Nationwide's buffer of qualifying junior debt (QJD) might over
time reduce and become insufficient to allow for the uplift of
Nationwide's Long-Term IDR above the VR. Nationwide has stated
that while to date it had intended to use Tier 2 debt, which is
included in Fitch's QJD, to meet minimum requirements for own
funds and eligible liabilities (MREL), it would shift its focus
to senior non-preferred debt, which is not included in QJD, if
this becomes an option for the society.

A downgrade of the society's Long-Term IDR would likely not
result in a downgrade of the rating of existing senior debt,
which Fitch expects would continue to be protected by the
combined buffer of QJD and non-preferred senior debt.

The rating actions are part of Fitch's periodic review of major
UK banks.

KEY RATING DRIVERS
IDRS, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT

Nationwide's Long-Term IDR and senior debt ratings are one notch
above the society's VR because Fitch believe the risk of default
on senior obligations, as measured by the Long-Term IDR, is lower
than the risk of the society failing, as measured by its VR.

In Fitch's opinion, Nationwide's significant QJD buffer protects
the building society's senior unsecured creditors by lowering the
risk of the building society defaulting on its senior liability
in case of its failure.

Without a private sector solution, Fitch would expect resolution
action to be taken on Nationwide when it is likely to breach its
pillar 1 and pillar 2A CET1 capital requirements. On a risk-
weighted basis, these are currently just above 8% of risk-
weighted assets (RWAs). Fitch believes that the society would
need to meet its pillar 1 and pillar 2A total capital
requirements (currently around 15% of RWAs), as well as its 2.5%
capital conservation buffer and 1% systemic risk buffer
immediately after a resolution action given its domestic systemic
importance. This means a post-resolution action total capital
requirement of about 18.5% of (post recapitalisation) RWAs is
reasonable under a bail-in scenario. Fitch's view of the
regulatory intervention point and post-resolution capital needs
taken together suggest a junior debt buffer of around 10% of RWAs
could be required to restore viability without hitting senior
creditors.

At end-September 2017 (end-1HFY18), the QJD buffer was around 15%
of RWAs, which should be sufficient to restore the society's
viability without hitting senior creditors (taking into
consideration Fitch's view of the regulatory intervention point
and post-resolution capital needs).

Fitch believes that because of Nationwide's low RWA-density and
the potential volatility of the society's RWAs in stress
scenarios it is also appropriate to assess the society's likely
recapitalisation if a resolution is the result of a breach of a
3% regulatory leverage ratio. In this case, a recapitalisation to
a leverage ratio well above minimum requirements would be
possible with the current available junior debt buffer excluding
additional Tier 1 (AT1) instruments, which amounts to about 1.7%
of the society's leverage ratio denominator. In this scenario,
the QJD would also be sufficient to recapitalise the society to a
sufficient total capital ratio.

The Short-Term IDR of 'F1' maps to the lower of the two options
for the 'A+' Long-Term IDR. Fitch believes Nationwide's funding
and liquidity is solid, but it is not exceptional for its rating,
and the Long-Term IDR benefits from a one-notch uplift above the
VR.

Nationwide's Derivative Counterparty Rating (DCR) is at the same
level as its Long-Term IDR because derivative counterparties have
no definitive preferential status over other senior obligations
in a resolution scenario.

VR
Nationwide's VR reflects its leading franchise in UK mortgage
lending, conservative risk appetite as well as a sound financial
profile. Asset quality remains healthy alongside sound funding
and liquidity and good capitalisation. The VR also takes into
account the society's relatively undiversified business model,
compared with other larger UK peers, which is weighted towards
the UK housing market.

Assets predominantly consist of mortgage loans, which continue to
perform well in the current economic environment. Arrears and
impairment charges are low, and impaired loans represented a low
0.5% of gross loans at end-1HFY18. Asset quality could weaken in
case of a worsening of the UK operating environment if house
prices fall. However, asset quality is supported by the society's
strong underwriting standards, including a focus on low loan-to-
values.

The society has maintained adequate profitability despite low
interest rates and its undiversified income sources. Its
operating profit to RWAs ratio was 3.8% in 1HFY18 but its pre-tax
profit was around 10% lower than in 1HFY17. However, the society
is on track to meet its intended full-year target for underlying
profit of GBP0.9 billion-GBP1.3 billion. Fitch expects
performance to remain adequate despite competitive pressure in
the UK mortgage lending market.

Nationwide's capitalisation is sound and is supported by good
internal capital generation. Its Fitch Core Capital and reported
CRR leverage ratios at end-1HFY18 stood at 29.6% and 4.6%,
respectively, comfortably above minimum regulatory requirements.
The society's CET1 ratio benefits from the low risk weights of
its loan book, and its regulatory leverage ratio remains its
binding constraint.

Fitch views the society's funding and liquidity as solid and
stable. Funding benefits from the society's large and stable
retail deposit base and is supported by good access to wholesale
markets, which Nationwide accesses for secured and unsecured
funding.

SUPPORT RATING AND SUPPORT RATING FLOOR

Nationwide's Support Rating (SR) and Support Rating Floor (SRF)
reflect Fitch's view that senior creditors cannot rely on
extraordinary support from the UK authorities in the event that
Nationwide becomes non-viable. In Fitch opinion, the UK has
implemented legislation and regulations that provide a framework
requiring senior creditors to participate in losses for resolving
even large banking groups.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Nationwide's subordinated debt and hybrid securities are notched
down from the society's VR, reflecting their incremental non-
performance risk relative to the VR and assumptions around loss
severity.

Nationwide's legacy lower Tier 2 subordinated debt is notched
down once from the VR for loss severity. The permanent interest-
bearing securities (PIBS) are rated four notches below
Nationwide's VR, reflecting two notches for their deep
subordination and two notches for incremental non-performance
risk. The AT1 securities are rated five notches below
Nationwide's VR, of which two notches are for loss severity to
reflect the conversion into core capital deferred shares on
breach of the trigger, and three notches for incremental non-
performance risk as coupon payment is fully discretionary.

RATING SENSITIVITIES
IDRS, DERIVATIVE COUNTERPARTY RATING AND SENIOR DEBT

As the Long-Term IDR and senior debt ratings are notched up from
Nationwide's VR, they are primarily sensitive to a change in the
society's VR.

The Long-Term IDR would be downgraded if the size of the QJD
buffer is reduced materially or if Fitch expects the volume of
QJD to decline. The notching of the ratings from the VR is also
sensitive to changes in assumptions on resolution intervention
point and post-resolution capital needs, and the development of
resolution planning more generally.

Nationwide has stated that it will concentrate on non-preferred
senior debt rather than Tier 2 debt to meet its MREL if this form
of debt meets regulatory requirements. These instruments would
become reference obligations for Nationwide's IDR. The society's
IDR could be downgraded to the level of its VR after the issuance
of non-preferred senior debt if Fitch expects the society's
future QJD buffer of Tier 2 and AT1 debt to decline below the
agency's estimation of Nationwide's recapitalisation amount
(currently about 10% of RWAs). The Long-Term IDR could be
affirmed if Fitch expects Nationwide's QJD buffer to remain
sustainable at a level above the recapitalisation amount.

However, Fitch does not expect that a downgrade of the IDR would
result in a downgrade of the ratings of outstanding senior debt
or the DCR because these obligations would likely still be
protected by outstanding QJD and new non-preferred senior debt to
a degree in excess of the society's recapitalisation amount.

VR
Nationwide's VR is primarily sensitive to an increase in the
society's risk appetite, which Fitch does not expect. The ratings
would also come under pressure if Nationwide fails to maintain
sound capitalisation.

An upgrade of Nationwide's VR is unlikely within the constraints
of its company profile. The society's business model, which
concentrates on UK residential mortgage lending and savings, is
less diversified than that of its largest UK peers.

Nationwide's VR could also be affected by a material change in
the operating environment in the UK, for example if the economic
effect of the UK's decision to leave the EU is particularly
severe, which may lead to a material worsening of underlying
earnings and asset quality.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of Nationwide's SR and upward revision of the SRF
would be contingent on a positive change in the sovereign's
propensity to support its banks or building societies, which is
highly unlikely, in Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings are primarily sensitive to changes in the VR from
which they are notched. The ratings of the AT1 instruments are
also sensitive to Fitch changing its assessment of the
probability of their non-performance relative to the risk
captured in Nationwide's VR. This could occur if there is a
change in capital management or flexibility, or an unexpected
shift in regulatory buffers. The ratings are also sensitive to a
change in Fitch's assessment of each instrument's loss severity,
which could reflect a change in the expected treatment of
liability classes during a resolution.

The rating actions are as follows:

Long-Term IDR affirmed at 'A+; Outlook revised to Negative from
Stable
Short-Term IDR affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: affirmed at 'A+(dcr)'
Senior unsecured debt, including programme ratings: affirmed at
'A+'/'F1'
Lower Tier 2: affirmed at 'A-'
Preferred stock/securities (PIBS): affirmed at 'BBB-'
Additional Tier 1 instruments: affirmed at 'BB+'


NOBLE CORP: Egan-Jones Lowers FC Sr. Unsecured Debt Rating to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on Jan. 16, 2018, downgraded the
foreign currency senior unsecured rating on debt issued by Noble
Corporation plc to B+ from BB-.

Noble Corporation plc is an offshore drilling contractor based in
London, United Kingdom. It is the corporate successor of Noble
Drilling Corporation.


STEINHOFF: Creditors Tap PJT, Latham to Advise on Restructuring
---------------------------------------------------------------
Tiisetso Motsoeneng at Reuters reports that a group of Steinhoff
creditors have appointed financial adviser PJT Partners and law
firm Latham Watkins to represent them in any potential debt
restructuring.

Steinhoff, owner of more than 40 retail brands including
Poundland in Britain, is fighting for survival after admitting
"accounting irregularities" last month that triggered an 85%
share slide, Reuters discloses.

As reported by the Troubled Company Reporter on Jan. 3, 2018,
Moody's Investors Service downgraded the ratings of Steinhoff
International Holdings N.V. (Steinhoff) and Steinhoff Investment
Holdings Limited by assigning Caa1 Corporate Family Ratings to
the two companies and B3.za national scale Corporate Family
Rating to Steinhoff Investment Holdings Limited.  At the same
time, Moody's downgraded the backed senior unsecured notes rating
of Steinhoff Europe AG to Caa1 from B1.  Moody's also assigned
Caa1-PD probability of default ratings (PDR) to Steinhoff and
Steinhoff Investment Holdings Limited.


ZPG PLC: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term corporate credit
rating to ZPG PLC, a leading online property search and price
comparison provider in the U.K. The outlook is stable.

S&P said, "We also assigned our 'BB-' issue rating to the group's
GBP200 million 3.75% unsecured notes due 2023. The recovery
rating is '3', indicating our expectations of average recovery
(50%-70%; rounded estimate 50%) in the event of a payment
default."

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

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

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

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

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

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

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

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

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

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

-- S&P also expects that the group will benefit from its growing
    economies of scale, resulting in its adjusted EBITDA margin
    improving to around 33% in FY2018 and 36% in FY2019, from 31%
    in FY2017.

-- Excluding S&P's adjustment on operating leases, capitalized
    website and software development costs, and stock-based
    compensation, this would translate into its reported EBITDA
    margin of around 31% in FY2018 and 35% in FY2019, from 30% in
    FY2017.

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

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

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

-- No currently planned acquisitions.

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

-- S&P continues to forecast our adjusted debt to EBITDA to be
    3.4x-3.6x in FY2018.

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

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

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

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

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

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



                            *********

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

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

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


                            *********


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

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

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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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.

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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,
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