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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

          Wednesday, March 14, 2018, Vol. 19, No. 052


                            Headlines


F R A N C E

SOLOCAL GROUP: Moody's Alters Outlook to Stable, Affirms B3 CFR


I R E L A N D

EURO-GALAXY CLO VI: Fitch Assigns 'B-(EXP)' Rating to Cl. F Notes
EUROPEAN RESIDENTIAL 2018-1: Moody's Rates Class B Notes (P)Ba3


I T A L Y

ALITALIA: Anoa Holds on to Role as Remarketing Agent of Bonds
BANCA POPOLARE: SGA Seeks Partners to Help on Loan Restructuring


N E T H E R L A N D S

EA PARTNERS OO: Fitch Puts 'CC' Secured Rating on Watch Negative
E-MAC NL 2007-NGH: Moody's Cuts Cl. A Notes Rating to Ba1


P O L A N D

VISTAL GDYNIA: Court Declares Unit Bankrupt


P O R T U G A L

* Portuguese RMBS Delinquencies Improve in 3Mos. Ended Dec. 2017


R U S S I A

B&N BANK: Bank of Russia Approves Amendments to Bankruptcy Plan


S P A I N

CAIXABANK PYMES 8: Moody's Raises Rating on Class B Notes to Caa1
FONCAIXA FTGENCAT 3: Fitch Affirms CC Rating on Class E Notes
GENOVA HIPOTECARIO VIII: Fitch Cuts Rating on Cl. D Notes to B
PLACIN SARL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


S W I T Z E R L A N D

GATEGROUP HOLDING: S&P Puts 'B-' ICR on Watch Positive


U N I T E D   K I N G D O M

ELYSIUM HEALTHCARE: S&P Assigns 'B' CCR, Outlook Stable
GVC HOLDINGS: Fitch Corrects March 5 Rating Release
TELIT COMMUNICATIONS: Enters Into New Covenant Deals with Banks


X X X X X X X X

* EMEA Auto Loan and Lease ABS Delinquency Remains Stable


                            *********



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F R A N C E
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SOLOCAL GROUP: Moody's Alters Outlook to Stable, Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service has changed to stable from positive the
outlook on the ratings of SoLocal Group S.A. Concurrently, Moody's
has affirmed the B3 corporate family rating (CFR) and the B3-PD
probability of default rating (PDR) of SoLocal. In addition,
Moody's has affirmed the B3 rating of the EUR398 million senior
secured notes due 2022 issued by SoLocal.

"The decision to change the outlook on SoLocal's ratings reflects
the company's weaker than expected operating performance in 2017
as internet revenue growth and EBITDA targets have been missed,"
says Colin Vittery, a Moody's Vice President -- Senior Credit
Officer, and lead analyst for SoLocal. "New management plans to
transform the company's business model, product offer and cost
base aiming to stabilize recurring EBITDA in 2018, but significant
operational restructuring costs will limit free cash generation in
the next 2 years and the business operates with limited
liquidity," adds Mr. Vittery.

RATINGS RATIONALE

In March 2017, SoLocal completed its financial restructuring,
which reduced Moody's adjusted leverage to 2.5x from 5.7x, with a
plan, Conquer 2020, to increase internet revenues between 3% and
5% in 2017 and 9% in 2018. Moody's considered that 2017 would be a
year of investment with continuing EBITDA decline but did expect
internet revenue and EBITDA growth given improved financial
flexibility. The performance in 2017 was weaker than expected with
flat internet revenues and lower EBITDA.

The new management team has announced plans to transform the offer
and operational structure of the company in a new plan, called
SoLocal 2020. This business plan is aimed at developing a better
quality of recurring revenues and EBITDA over the period to 2020.
Operational reorganization is expected to deliver annual cost
savings rising to EUR120 million by 2020. These cost savings will
offset the reduction in earnings from the potential wind-down of
print and the transition of the business to recurring subscription
and cloud-based services, which have a structurally lower margin.
With associated restructuring cost of EUR180 million, Moody's
expects limited free cash flow generation in 2018 and 2019.

The B3 rating reflects (1) the company's leading position in the
French digital market; (2) its well invested technology platform;
(3) access to multiple consumer channels; (4) deep relationships
and partnerships with leading digital portals; (5) Moody's
adjusted leverage at 3.4x in 2017 with an expectation of recurring
EBITDA growth (as calculated by management) in 2019; (6) growth
opportunities in digital marketing and data monetization; and (7)
the improved equity cushion in the capital structure.

The B3 rating also considers (1) execution risk of the new
business plan, with a transition to higher quality recurring
revenue and the delivery of a significant cost savings plan by
2020; (2) the high rates of client churn; (3) the continuing
transition from print to digital, now in its final phase; (4)
expectations of weak free cash flow generation in 2018 and 2019;
(5) the lack of a committed revolving credit facility to provide
additional liquidity; and (6) the need to develop a track record
of earnings growth.

Moody's considers that SoLocal has adequate liquidity to operate
in the next 12 to 18 months. The company lacks a committed
revolving credit facility and while the company has managed
without such a facility over the past year, the high cash costs of
operational restructuring will weaken liquidity and necessitate
additional resources.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook is based on Moody's expectation that the new
management team will implement the SoLocal 2020 plan, stabilizing
EBITDA in 2018 and progressing the planned operational
restructuring. Moody's also expects the company to maintain
adequate liquidity through its cash reserves and to arrange an
external committed liquidity facility by 31st December 2018.

WHAT COULD MOVE THE RATING UP/DOWN

Given the implementation of the new business plan and associated
costs of transition, positive pressure is not expected in the next
18 months. Upward pressure may arise if SoLocal (1) delivers on
its new business plan, stabilizing EBITDA in 2018 and returning to
EBITDA growth in 2019; (2) Free Cash Flow/Net Debt exceeds 7.5%;
(3) Moody's adjusted leverage is sustained below 3.0x; and (4)
liquidity is improved.

Downward pressure could result from: (1) failure to both stabilize
EBITDA in 2018 and return to growth thereafter, in line with the
SoLocal 2020 plan; (2) Moody's adjusted debt above 4.0x; (3)
negative free cash flow; or (4) weakening liquidity.

LIST OF AFFIRMED RATINGS

Issuer: SoLocal Group S.A.

Affirmations:

-- LT Corporate Family Rating, Affirmed B3

-- Probability of Default Rating, Affirmed B3-PD

-- Senior Secured Regular Bond/Debenture, Affirmed B3

Outlook Actions:

-- Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Media Industry
published in June 2017.

SoLocal is the largest provider of local media advertising and
information in France. It also offers, digital marketing, website
creation and hosting services. It operates mainly in France, which
accounted for 97% of its 2017 revenue. SoLocal also operates in
Spain, Austria and the UK. In 2017, SoLocal reported recurring
revenue of EUR756 million and recurring EBITDA as calculated by
management of EUR196 million. SoLocal is publicly quoted on the
Paris stock exchange.



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I R E L A N D
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EURO-GALAXY CLO VI: Fitch Assigns 'B-(EXP)' Rating to Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Euro-Galaxy CLO VI DAC expected
ratings:

Class A: 'AAA(EXP)sf'; Outlook Stable
Class B-1: 'AA(EXP)sf'; Outlook Stable
Class B-2: 'AA(EXP)sf'; Outlook Stable
Class C: 'A(EXP)sf'; Outlook Stable
Class D: 'BBB(EXP)sf'; Outlook Stable
Class E: 'BB(EXP)sf'; Outlook Stable
Class F: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

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

Euro-Galaxy CLO VI DAC is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes will
be used to purchase a portfolio of EUR400 million of mostly
European leveraged loans and bonds. The portfolio is actively
managed by PineBridge Investments Europe Limited. The CLO
envisages a four-year reinvestment period and an 8.5-year weighted
average life.

KEY RATING DRIVERS

B' Portfolio Credit Quality
Fitch considers the average credit quality of obligors to be in
the 'B' range. The Fitch-weighted average rating factor of the
current portfolio is 33.9, below the indicative maximum covenant
of 34 for assigning expected ratings.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate of the current
portfolio is 62.8%, above the minimum covenant of 60.7% for
assigning expected ratings.

Limited Interest Rate Exposure
Fixed-rate liabilities represent 3% of the target par, while
fixed-rate assets can represent up to 5% of the portfolio. The
transaction is therefore partially hedged against rising interest
rates.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance.
This covenant ensures that the asset portfolio will not be exposed
to excessive obligor concentration.

RATING SENSITIVITIES

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


EUROPEAN RESIDENTIAL 2018-1: Moody's Rates Class B Notes (P)Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned provisional credit ratings
to the following notes to be issued by European Residential Loan
Securitisation 2018-1 DAC:

-- EUR[*] Class A Mortgage Backed Floating Rate Notes due
    January 2061, Assigned (P)A2 (sf)

-- EUR[*] Class B Mortgage Backed Floating Rate Notes due
    January 2061, Assigned (P)Ba3 (sf)

Moody's has not assigned ratings to EUR[*] Class P and EUR[*]
Class Z Mortgage Backed Notes due January 2061.

This transaction represents the fourth securitisation transaction
that Moody's rates in Ireland that is partially backed by non-
performing loans ("NPL"). The assets supporting the notes are
performing loans ("PLs") and NPLs extended primarily to borrowers
in Ireland. All of the asset within this transaction were
previously securitized within European Residential Loan
Securitisation 2016-1 DAC.

The portfolio is serviced by Pepper Finance Corporation (Ireland)
DAC ("Pepper"; NR). The servicing activities performed by Pepper
are monitored by the issuer administration consultant, Hudson
Advisors Ireland DAC ("Hudson"; NR). Hudson has also been
appointed as back-up servicer facilitator in place to assist the
issuer in finding a substitute servicer in case the servicing
agreement with Pepper is terminated.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of the PLs and NPLs, sector-wide and servicer-
specific performance data, protection provided by credit
enhancement, the roles of external counterparties, and the
structural integrity of the transaction.

In order to estimate the cash flows generated by the pool Moody's
has split the pool into PLs and NPLs.

In analysing the PLs, Moody's determined the MILAN Credit
Enhancement (CE) of [37]% and the portfolio Expected Loss (EL) of
[14.0]%. The MILAN CE and portfolio EL are key input parameters
for Moody's cash flow model in assessing the cash flows for the
PLs.

MILAN CE of [37.0]%: this is above the average for other Irish
RMBS transactions and follows Moody's assessment of the loan-by-
loan information taking into account the historical performance
and the pool composition including (i) the high weighted average
current loan-to-value (LTV) ratio of [90.9]% and indexed LTV of
[95.0]% of the total pool and (ii) the inclusion of restructured
loans.

Portfolio expected loss of [14]%: This is above the average for
other Irish RMBS transactions and is based on Moody's assessment
of the lifetime loss expectation for the pool taking into account
(i) the historical collateral performance of the loans to date, as
provided by the seller; (ii) the current macroeconomic environment
in Ireland and (iii) benchmarking with similar Irish RMBS
transactions.

In order to estimate the cash flows generated by the NPLs, Moody's
used a Monte Carlo based simulation that generates for each
property backing a loan an estimate of the property value at the
sale date based on the timing of collections.

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer;
(ii) the timings of collections for the secured loans based on the
legal stage a loan is located at; (iii) the current and projected
house values at the time of default and (iv) the servicer's
strategies and capabilities in maximising the recoveries on the
loans and in foreclosing on properties.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the notes would not be offset with higher collections from the
NPLs. The transaction therefore benefits from an interest rate
cap, linked to one-month EURIBOR, with HSBC Bank plc (Aa3/ P-1/
Aa2(cr)) as cap counterparty. The notional of the interest rate
cap is equal to the closing balance of the Class A and B Notes.
The cap expires [five] years from closing.

Coupon cap: The transaction structure features coupon caps that
apply when [five] years have elapsed since closing. The coupon
caps limit the interest payable on the notes in the event interest
rates rise and only apply following the expiration of the interest
rate cap.

Transaction structure: The provisional Class A Note size is
[60.5]% of the total collateral balance with [39.5]% of credit
enhancement provided by the subordinated notes. The payment
waterfall provides for full cash trapping: as long as Class A is
outstanding, any cash left after replenishing the Class A reserve
will be used to repay Class A.

The transaction benefits from an amortising Class A reserve equal
to [3.0]% of the Class A note outstanding balance. The Class A
reserve can be used to cover senior fees and interest payments on
Class A. The amounts released from the Class A reserve form part
of the available funds in the subsequent interest payment date and
thus will be used to pay the servicer fees and/or to amortise
Class A. The Class A reserve would be sufficient to cover around
[12] months of interest on the Class A notes and more senior
items, at the strike price of the cap. Class B benefits from a
dedicated Class B interest reserve equal to [9.0]% of Class B
balance at closing which can only be used to pay interest on Class
B while Class A is outstanding. The Class B interest reserve is
sufficient to cover around [28] months of interest on Class B,
assuming EURIBOR at the strike price of the cap. Unpaid interest
on Class B is deferrable with interest accruing on the deferred
amounts at the rate of interest applicable to the respective note.
Moody's notes that the liquidity provided in this transaction for
the respective notes is lower than the liquidity provided in
comparable transactions within the market.

Servicing disruption risk: Hudson Advisors Ireland DAC (NR) is the
back-up servicer facilitator in the transaction. The back-up
servicer facilitator will help the issuer to find a substitute
servicer in case the servicing agreement with Pepper is
terminated. Moody's expects the Class A reserve to be used up to
pay interest on Class A in absence of sufficient regular cashflows
generated by the portfolio early on in the life of the
transaction. It is therefore likely that there will not be
sufficient liquidity available to make payments on the Class A
Notes in the event of servicer disruption. The insufficiency of
liquidity in conjunction with the lack of a back-up servicer mean
that continuity of note payments is not ensured in case of
servicer disruption. This risk is commensurate with the single-A
rating assigned to the most senior note.

Moody's Parameter Sensitivities: The model output indicates that
if a) on the performing pool MILAN were to be increased to 40.7%
and the EL were to be increased to 15.4% and b) on the non-
performing pool house price volatility were to be increased to
6.51% from 5.92% and it would take an additional 6 months to go
through the foreclosure process, the Class A notes would move to
(P) A3(sf). Moody's Parameter Sensitivities provide a
quantitative/model-indicated calculation of the number of rating
notches that a Moody's structured finance security may vary if
certain input parameters used in the initial rating process
differed. The analysis assumes that the deal has not aged and is
not intended to measure how the rating of the security might
migrate over time, but rather how the initial rating of the
security might have differed if key rating input parameters were
varied.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published in August 2016.

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

Factors that may lead to an upgrade of the ratings include that
the recovery process of the NPLs produces significantly higher
cash flows realised in a shorter time frame than expected and a
better than expected performance on the PLs.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the
recovery process on the NPLs and a worse than expected performance
on the PLs compared with Moody's expectations at close due to
either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors.

For instance, should economic conditions be worse than forecasted,
falling property prices could result, upon the sale of the
properties, in less cash flows for the Issuer or it could take a
longer time to sell the properties. Therefore, the higher defaults
and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market
could result in downgrade of the rating. Additionally counterparty
risk could cause a downgrade of the rating due to a weakening of
the credit profile of transaction counterparties. Finally,
unforeseen regulatory changes or significant changes in the legal
environment may also result in changes of the ratings.

The ratings address the expected loss posed to investors by the
legal final maturity. In Moody's opinion the structure allows for
timely payment of interest and ultimate payment of principal with
respect to the Class A Notes by the legal final maturity date, and
ultimate payment of interest and principal with respect to Class B
by legal final maturity. Moody's ratings address only the credit
risks associated with the transaction. Other non-credit risks have
not been addressed, but may have a significant effect on yield to
investors.

Moody's issues provisional ratings in advance of the final sale of
securities, but these ratings only represent Moody's preliminary
credit opinion. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavour to assign
definitive ratings to the Notes. A definitive rating may differ
from a provisional rating. Moody's will disseminate the assignment
of any definitive ratings through its Client Service Desk. Moody's
will monitor this transaction on an ongoing basis.



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I T A L Y
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ALITALIA: Anoa Holds on to Role as Remarketing Agent of Bonds
-------------------------------------------------------------
Robert Smith at The Financial Times reports that holders of US$1.2
billion of structured bonds backed by defaulted airlines such as
Air Berlin and Alitalia received surprising news on
March 12, after a regulatory filing showed that a troubled
Luxembourg brokerage will carry out a crucial role to help manage
these defaults, reversing an earlier announcement that it was
unable to perform the task.

The fate of the US$1.2 billion of debt at two special purpose
vehicles tied to Etihad has been in the balance since last summer
after the collapse of Italian airline Alitalia and Germany's Air
Berlin, the FT states.  The Abu Dhabi carrier had snapped up
stakes in the two airlines as part of an ill-fated push into
Europe, the FT recounts.

Etihad is under no legal obligation to help the bondholders of the
SPVs, but expectations have grown that there will be some sort of
bailout, as the debt was largely placed with local investors in
the Middle East, according to the FT.

Luxembourg brokerage Anoa Capital holds the role of "remarketing
agent" on the two bonds, a process by which underlying loans that
default are auctioned off to raise cash, the FT discloses.  While
Alitalia and Air Berlin's debt is trading at less than 10 cents on
the euro, bondholders are hoping that an Etihad or Abu Dhabi
related entity will buy up the debt at face value in the auction,
the FT discloses.

Last week, the manager of the SPV, as cited by the FT, said that
Anoa had informed them it was unable to carry out the role and had
requested to be terminated from the position.

"The company now has neither the staff nor the licences to allow
us to remarket the EA Partners II bonds," a spokesman for Anoa
told the FT on March 8, adding that the firm is "undergoing a
restructuring of its business" involving lay-offs in the UK and
Luxembourg.

But in a new twist on March 12, a fresh announcement said that the
struggling firm will administer the process after all, the FT
relays.  According to the FT, the filing on the Irish Stock
Exchange, where the bonds are listed, said that Anoa sent a letter
on March 9 "withdrawing its request to resign as Remarketing
Agent".

                       About Alitalia

Alitalia - Societa Aerea Italiana S.p.A., is the flag carrier of
Italy.  Alitalia operates 123 aircraft with approximately 4,200
flights weekly to 94 destinations, including 26 destinations in
Italy and 68 destinations outside of Italy.  It has a strong
global presence, flying within Europe as well as to cities across
North America, South America, Africa, Asia and the Middle East.
During 2016, the Debtor provided passenger service to
approximately 22.6 million passengers.  Its air freight business
also is substantial, having carried over 74,000 tons in 2016.
Alitalia is a member of the SkyTeam alliance, participating with
other member airlines in issuing tickets, code-share flights,
mileage programs and other similar services.

Alitalia previously navigated its way through a successful
restructuring.  After filing for bankruptcy protection in 2008,
Alitalia found additional investors, acquired rival airline Air
One, and re-emerged as Italy's leading airline in early 2009.

Alitalia was the subject of a bail-out in 2014 by means of a
significant capital injection from Etihad Airways, with goals of
achieving profitability during 2017.

After labor unions representing Alitalia workers rejected a plan
that called for job reductions and pay cuts in April 2017, and
the refusal of Etihad Airways to invest additional capital,
Alitalia filed for extraordinary administration proceedings on
May 2, 2017.

                         Chapter 15

On June 12, 2017, Alitalia filed a Chapter 15 bankruptcy petition
in Manhattan, New York, in the U.S. (Bankr. S.D.N.Y. Case No.
17-11618) to seek recognition of the Italian insolvency
proceedings and protect its assets from legal action or creditor
collection efforts in the U.S.  The Hon. Sean H. Lane is the case
judge in the U.S. case.  Dr. Luigi Gubitosi, Prof. Enrico Laghi,
and Prof. Stefano Paleari are the foreign representatives
authorized to sign the Chapter 15 petition.  Madlyn Gleich
Primoff, Esq., Freshfields Bruckhaus Deringer US LLP, is the U.S.
counsel to the Foreign Representatives.


BANCA POPOLARE: SGA Seeks Partners to Help on Loan Restructuring
----------------------------------------------------------------
Sonia Sirletti and Luca Casiraghi at Bloomberg News report that
the Italian state entity that took on soured debt from two failed
Venetian banks is seeking partners to help restructure companies
struggling to repay EUR9 billion (US$11 billion) of loans,
according to people with knowledge of the matter.

The collapse of Banca Popolare di Vicenza and Veneto Banca left
tens of thousands of small businesses in the northern Veneto
region without access to financing, Bloomberg notes.  They owe
billions of euros in loans classed as unlikely to pay that were
taken on by state-owned SGA SpA after the lenders imploded last
year, Bloomberg discloses.  Unlikely-to-pay debt, or UTP, refers
to loans to borrowers that are still solvent but unlikely to meet
their obligations in full.

SGA is seeking private-equity investors to help restructure,
finance, and manage companies that owe UTP debt, the people, as
cited by Bloomberg, said, asking not to be identified because the
plan is private.  They said Bain Capital Credit, DeA Capital, and
Pillarstone Capital are among firms that showed preliminary
interest, Bloomberg relays.

The two Venetian banks expanded corporate lending in the aftermath
of the global financial crisis in 2008, bucking the trend of
Italy's largest lenders, Bloomberg recounts.  Both collapsed in
2017 as the nation struggled to recover from a double-dip
recession amid management scandals that wiped out the savings of
about 200,000 shareholders, Bloomberg states.

The Italian government sold the healthiest parts of the banks to
Intesa Sanpaolo SpA last year for a pittance and transferred about
EUR18 billion of soured debt to SGA as part of the deal, Bloomberg
discloses.  The people said while about half of those debts are
considered non-performing loans owed by insolvent borrowers, the
other half is held by operating companies whose debt is classified
as UTP, Bloomberg notes.

The people said SGA plans to sign partnerships with private-equity
firms on single big corporate loans or clusters of loans from
similar companies, Bloomberg relates.

The people said for smaller UTP loans, SGA is in talks with local
financial-services firms, according to Bloomberg.  Negotiations
are ongoing with Veneto Sviluppo, a group controlled by local
authorities in northeastern Italy, Bloomberg relays, citing
Fabrizio Spagna, the chairman of the organization.

Banca Popolare di Vicenza (BPVi) is an Italian bank.  The bank
was the 13th largest retail and corporate bank of Italy by total
assets, according to Mediobanca.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Aug. 7,
2017, Fitch Ratings affirmed and withdrawn Banca Popolare di
Vicenza S.p.A. (Vicenza)'s Issuer Default Ratings (IDR), Viability
Rating (VR), Support Rating and Support Rating Floor, as well as
the bank's subordinated debt rating.  Fitch also upgraded
Vicenza's senior unsecured bonds to 'BBB' from 'CCC'/'RR4 and
removed them from Rating Watch Positive (RWP). At the same time,
the state-guaranteed senior debt of Vicenza and another Italian
bank Veneto Banca S.p.A. has been affirmed at 'BBB'. The bonds of
both banks have been transferred to Intesa Sanpaolo (IntesaSP).
The upgrade of Vicenza's senior unsecured bonds follows the
conversion into Law of the June 25, 2017 Law Decree that placed
Vicenza and Veneto Banca under liquidation. The conversion means
that Fitch now considers the transfer of senior debt from Vicenza
to IntesaSP final.



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N E T H E R L A N D S
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EA PARTNERS OO: Fitch Puts 'CC' Secured Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed EA Partners II B.V.'s (EAP II) notes
senior secured rating of 'CC' with a Recovery Rating of 'RR3' on
Rating Watch Negative (RWN) due to a criteria change. Separately,
Fitch assesses the impact of the announced remarketing event at
EAP II as neutral. The agency has also affirmed EA Partners I
B.V.'s (EAP I) senior secured notes at 'CC' with a Recovery Rating
of 'RR3'.

Fitch does not expect an adverse impact from the announced
remarketing event at EAP II on its bond rating which already
reflects the creditworthiness of the obligor of the weakest credit
quality (in default), as well as Fitch conservative assessment of
the recovery prospects for the notes. Fitch view a rating-positive
outcome of the remarketing as unlikely.

The RWN on EAP II's senior secured rating follows the publication
of Fitch's "Exposure Draft: Country-Specific Treatment of Recovery
Ratings Criteria", which is expected to result in a change of
country caps for certain recovery ratings within the structure and
lead to a downgrade to 'C'/'RR4'.

EAP I's 'CC' senior secured rating is affirmed as it is unaffected
by either EAP II's remarketing event or the exposure draft of the
criteria.

KEY RATING DRIVERS

Remarketing Event Neutral for EAP II: The remarketing event for
Alitalia's and Air Berlin's debt obligations at EAP II was
triggered by the fact that the liquidity pool drawn to cure a
default of these two obligors to pay interest on their debt
obligations fell below 75% of the initial deposits (initial
deposits account for most of the liquidity pool).

Fitch does not expect the remarketing to have an adverse effect on
EAP II's senior secured rating because it is derived from the
creditworthiness of the obligor of the weakest credit quality
(Alitalia and Air Berlin in default), and Fitch assessment of the
recovery prospects of the notes which already incorporates a
downside scenario for the remarketing of defaulted obligors. While
a successful remarketing (eg there are sufficient proceeds to
redeem a portion of the notes at par plus accrued interest) may
have a positive impact on the ratings, Fitch consider this to be
unlikely.

Remarketing Process: If the remarketing agent determines that the
funds in the liquidity pool together with the highest bid received
in the debt obligation remarketing are insufficient to redeem the
notes at par, the remarketing agent shall not consummate the debt
obligation remarketing and the trustee shall give notice of a note
event of default. However, a note event of default can be
triggered at the discretion of bondholders and they can choose for
the bonds to continue to be performing. In addition, a note event
of default may lead to a remarketing of all debt obligations under
the notes and would not trigger cross acceleration.

Fitch's Updated Criteria: Fitch's "Exposure Draft: Country-
Specific Treatment of Recovery Ratings Criteria" has led to the
change in the country groupings including for Serbia and the
Seychelles, which may result in the change of the country-specific
caps for recovery ratings to 'RR4' from 'RR3'. This would lead to
a downgrade of EAP II's senior secured rating by one notch.

Liquidity Pool: The EAP I and II transactions contain a liquidity
pool, their only cross-collateralised feature (excluding the
ratchet account component, which is not cross-collateralised),
which is available to service the interest or principal on the
notes, if an obligor fails to pay interest or principal on their
respective debt obligation when due. Contractually, the liquidity
pool does not have to be replenished if it is used to service the
notes. The utilisation of 100% of the liquidity pool is
challenging due to a 75% threshold that triggers a remarketing of
the debt obligation; it is also subject to bondholders' choices.

Insufficient Liquidity: The liquidity pool is not sufficient to
cover all the coupon payments of Alitalia and Air Berlin for the
whole duration of the notes under both EAP I and EAP II. Assuming
that all other obligors will remain performing, the amount of the
total liquidity pool only covers Alitalia's and Air Berlin's
coupon payments until March 2019 under EAP I (notes due in
September 2020) and until December 2018 under EAP II (notes due in
June 2021).

DERIVATION SUMMARY

The notes' rating reflects Fitch view of the creditworthiness of
the obligor of the weakest credit quality and the recovery
prospects for the notes. The credit quality of the obligors varies
substantially depending on their business profiles and financial
profiles that Fitch generally see as weak compared with peers.
Both Alitalia and Air Berlin filed for insolvency proceedings.
While Fitch believes Etihad Airways PJSC may provide support to
its equity airline partners in the future, Fitch can no longer
expect this support to be unconditionally committed and assess the
creditworthiness of the equity partners on a standalone basis.
Etihad Airways' 'A' IDR is three notches below that of the Emirate
of Abu Dhabi.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

- The proceeds from the notes' issue were on-lent to obligors.
- These transactions' notes are secured over assets that
   represent senior unsecured claims to respective obligors.
- The notes do not have a cross-default provision.
- Unsuccessful remarketing under EAP II.

Key Recovery Rating Assumptions

- Alitalia's entry into administration, Air Berlin's insolvency.
- No committed financial support from Etihad Airways to its
   equity airline partners.
- Continuous performance of performing and financially sound
   obligors and recoveries upon default for other obligors and
   other features of the transactions.
- Fitch applied a bespoke recovery analysis for most of the
   obligors. The recoveries were driven by the liquidation value
   for most of the obligors. Fitch have assumed a 10%
   administrative claim. The advance rates applied for inventory
   (50%), accounts receivable (70%-80%) and PPE (50%-75%) are in
   line with peers and depend on the company-specific
   characteristics. Capital leases are not in recovery waterfall.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

- Publication of the final criteria "Country-Specific Treatment
   of Recovery Ratings Criteria" in line with the exposure draft
   (for EAP II)
- Worsening recovery prospects of the obligors
- Deterioration of the credit quality of the obligors, including
   not remedied liquidity shortfall

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

- Fitch believe positive rating action is unlikely for EAP II
   given that the rating is on RWN, though a successful
   remarketing may be positive
- Sustained improvement of recovery prospects of the obligors,
   unless there are limitations due to country-specific treatment
   of Recovery Ratings, could be positive for the notes' ratings.

FULL LIST OF RATING ACTIONS

EA Partners I B.V.
- Senior secured rating: affirmed at 'CC'/RR3

EA Partners II B.V.
- Senior secured rating of 'CC'/RR3 placed on Rating Watch
   Negative


E-MAC NL 2007-NGH: Moody's Cuts Cl. A Notes Rating to Ba1
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
E-MAC NL 2005-III B.V. and E-MAC NL 2004-I B.V. Moody's also
downgraded the ratings of 3 notes in E-MAC NL 2006-NHG I B.V., E-
MAC Program B.V. / Compartment NL 2007-NHG II and E-MAC NL 2006-II
B.V. Moody's affirmed the ratings of six notes and confirmed the
rating of one note in all five E-MAC NL transactions.

Issuer: E-MAC NL 2004-I B.V.

-- EUR763M Class A Notes, Affirmed Aaa (sf); previously on Jun
    27, 2017 Affirmed Aaa (sf)

-- EUR17.5M Class B Notes, Affirmed Aa2 (sf); previously on Jun
    27, 2017 Upgraded to Aa2 (sf)

-- EUR12M Class C Notes, Upgraded to A1 (sf); previously on Jun
    27, 2017 Upgraded to Baa1 (sf)

Issuer: E-MAC NL 2005-III B.V.

-- EUR856.2M Class A Notes, Affirmed Aaa (sf); previously on Jun
    27, 2017 Affirmed Aaa (sf)

-- EUR14.7M Class B Notes, Affirmed Aa1 (sf); previously on Jun
    27, 2017 Upgraded to Aa1 (sf)

-- EUR10M Class C Notes, Upgraded to Aa3 (sf); previously on Jun
    27, 2017 Upgraded to A1 (sf)

Issuer: E-MAC NL 2006-II B.V.

-- EUR528M Class A Notes, Affirmed Aaa (sf); previously on Jun
    27, 2017 Affirmed Aaa (sf)

-- EUR8.8M Class B Notes, Affirmed Aa2 (sf); previously on Jun
    27, 2017 Upgraded to Aa2 (sf)

-- EUR5.5M Class C Notes, Downgraded to Baa1 (sf); previously on
    Dec 11, 2017 A3 (sf) Placed Under Review for Possible
    Downgrade

Issuer: E-MAC NL 2006-NHG I B.V.

-- EUR600M Class A Notes, Downgraded to Baa1 (sf); previously on
    Dec 15, 2017 A1 (sf) Placed Under Review for Possible
    Downgrade

Issuer: E-MAC Program B.V. / Compartment NL 2007-NHG II

-- EUR600M Class A Notes, Downgraded to Ba1 (sf); previously on
    Dec 15, 2017 A3 (sf) Placed Under Review for Possible
    Downgrade

-- EUR7.2M Class B Notes, Confirmed at Caa2 (sf); previously on
    Dec 15, 2017 Caa2 (sf) Placed Under Review for Possible
    Downgrade

RATINGS RATIONALE

The rating upgrades in E-MAC NL 2005-III B.V. and E-MAC NL 2004-I
B.V. reflect the increased credit enhancement of the affected
notes.

The rating downgrades in E-MAC NL 2006-NHG I B.V., E-MAC Program
B.V. / Compartment NL 2007-NHG II and E-MAC NL 2006-II B.V. are
prompted by the erosion of excess spread combined with the low
credit enhancement in the three transactions.

  -- Increased Credit Enhancement in E-MAC NL 2004-I B.V. and E-
MAC NL 2005-III B.V.

Deal deleveraging resulted in increased credit enhancement for the
C tranches in E-MAC NL 2004-I B.V. and E-MAC NL 2005-III B.V.
leading to the rating upgrades. The credit enhancement of the C
tranches in E-MAC NL 2004-I B.V. and E-MAC NL 2005-III B.V.
increased from 1.4% and 1.5% respectively at closing to 5.2% and
4.0% currently.

  -- Erosion of excess spread in in E-MAC NL 2006-NHG I B.V., E-
MAC Program B.V. / Compartment NL 2007-NHG II and E-MAC NL 2006-II
B.V.

Moody's placed four notes in E-MAC NL 2006-NHG I B.V., E-MAC
Program B.V. / Compartment NL 2007-NHG II and E-MAC NL 2006-II
B.V. on review for possible downgrade in December 2017 to reflect
the reduction on portfolio yield. Moody's analyzed the data
provided by Intertrust Trustee Services B.V. regarding the
portfolio interest proceeds after payments under the hedging
arrangements.

Moody's observed that the excess spread has reduced in all three
transactions, turning negative in the in E-MAC Program B.V. /
Compartment NL 2007-NHG II and E-MAC NL 2006-NHG I B.V. In E-MAC
Program B.V. / Compartment NL 2007-NHG II, the erosion of excess
spread led to drawings from the Reserve Accounts which now stands
below its target. The erosion of the excess spread combined with
the low credit enhancement of the tranche C in E-MAC NL 2006-II
B.V. , tranche A in E-MAC NL 2006-NHG I B.V. and tranche A in E-
MAC Program B.V. / Compartment NL 2007-NHG II led to the rating
downgrade.

  -- Revision of Key Collateral Assumptions

Moody's conducted a loan by loan analysis and reassessed the
collateral assumptions of all five E-MAC NL transactions affected
by rating actions. Moody's maintained the Expected Loss (EL) and
MILAN CE assumptions in E-MAC NL 2004-I B.V., E-MAC NL 2005-III
B.V. and E-MAC NL 2006-II B.V.

Moody's reduced the MILAN CE in E-MAC NL 2006-NHG I B.V. and E-MAC
Program B.V. / Compartment NL 2007-NHG II from 6% to 5%. Moody's
increased the EL assumption in E-MAC NL 2006-NHG I B.V. from 0.23%
to 0.28% of original balance.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2017.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

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

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



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


VISTAL GDYNIA: Court Declares Unit Bankrupt
-------------------------------------------
Reuters reports the court declared the bankruptcy of Vistal Gdynia
SA's unit VS NDT.

Founded in 1991 and based in Gdynia, Poland, Vistal Gdynia S.A.
produces steel structures for the civil, energy, shipbuilding,
and off-shore industries in Poland and internationally.  The
company operates as a general contractor of bridges; manufactures
steel constructions and steel bridge structures; and builds
telecommunication towers, cranes, road acoustic screens,
production or sport halls, industrial constructions, and other
structures.

In October 2017, Vistal Gdynia filed for bankruptcy.



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


* Portuguese RMBS Delinquencies Improve in 3Mos. Ended Dec. 2017
----------------------------------------------------------------
The 60+ day delinquencies in the Portuguese residential mortgage-
backed securities (RMBS) market decreased to 0.87% over current
pool balance in December 2017 from 1.04% in December 2016,
according to the latest performance update published by Moody's
Investors Service. During the same period, the 90+ day
delinquencies followed the same direction by decreasing to 0.64%
in December 2017 from 0.79% in December 2016.

Conversely, the outstanding defaults (360+ days overdue, up to
write-off) increased to 3.84% of the current balance in December
2017 from 3.64% in December 2016.

The prepayment rate of Portuguese RMBS increased to 4.07% in
December 2017 from 3.16% in December 2016, representing a 28.87%
increase.

Azor Mortgages Public Limited Company and Magellan Mortgages No. 1
plc have seen their ratings upgrade due to better than expected
collateral performance. Likewise, Lusitano Mortgages No. 6
Designated Activity Company rating has been upgraded due to higher
levels of credit enhancement and DOURO MORTGAGES No. 1 rating
improved reflecting the upgrades of Banco BPI S.A.'s Counterparty
Risk assessment "CR assessment" acting as servicer of this
transaction.

As of December 2017, the reserve funds of 1 transaction was
partially below its target level and the reserve funds of 2 other
transactions were fully drawn, compared with 3 partially drawn and
2 fully drawn transactions in December 2016.

As of December 2017, Moody's rated 19 transactions in the
Portuguese RMBS market, with a total outstanding pool balance of
EUR10.04 billion, a 10.6% decrease from EUR11.29 billion in
December 2016.



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


B&N BANK: Bank of Russia Approves Amendments to Bankruptcy Plan
---------------------------------------------------------------
The Bank of Russia approved amendments to the plan of its
participation in bankruptcy prevention measures for Public Joint
Stock Company B&N Bank (Reg. No. 323), hereinafter referred to as
the Bank.  These measures provide for the Bank of Russia to
allocate RUR56.9 billion for recapitalisation purposes; the funds
will be used to purchase the Bank's follow-on offering.

Following the Bank of Russia's purchase of the Bank's follow-on
offering and once the Bank's credit claims to JSC Rost Bank have
been settled, the Bank will become compliant with its individual
required reserve ratios and capital adequacy buffers.

The Bank is scheduled to merge with PJSC Bank Otkritie Financial
Corporation (Reg. No. 2209) before April 1, 2019.

The current development of the bank's status has been detailed in
a press statement released by the Bank of Russia.



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


CAIXABANK PYMES 8: Moody's Raises Rating on Class B Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service has upgraded tranches A and B in a
Spanish ABS SME transaction, CAIXABANK PYMES 8, FONDO DE
TITULIZACION. The rating action reflects the increased level of
credit enhancement for the notes, as a result of the deleveraging
of the transaction following repayment of the underlying
collateral.

-- EUR1957.5M (Current outstanding amount of EUR1385.7M) Class A
    Notes, Upgraded to Aa2 (sf); previously on Jul 27, 2017
    Upgraded to Aa3 (sf)

-- EUR292.5M Class B Notes, Upgraded to Caa1 (sf); previously on
    Nov 25, 2016 Definitive Rating Assigned Caa2 (sf)

CAIXABANK PYMES 8, DONDO DE TITULIZACION is a static cash
securitization of SME loan receivables originated by CaixaBank,
S.A. (Baa2/P-2) and granted to the small and medium-sized
enterprises (SME) domiciled in Spain.

RATINGS RATIONALE

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

Sequential amortization of the notes led to the increase in the
credit enhancement available in the transaction.

The credit enhancement of the class A notes now increased to
22.93% from 18.78% in July 2017, and the credit enhancement of the
class B notes increased to 5.50% from 4.50% in July 2017.

Revision of Key Collateral Assumptions

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

Moody's maintained default probability assumption at 11.10% and
fixed recovery rate of 45%. These assumptions together with
portfolio credit enhancement of 19.00% result in coefficient of
variation of 52.61%.

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

Total delinquencies with 90 days plus arrears currently stand at
1.35%, compared to 0.63% in July 2017.

Counterparty Exposure

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

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

Principal Methodology

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

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

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

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


FONCAIXA FTGENCAT 3: Fitch Affirms CC Rating on Class E Notes
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions:

Foncaixa FTGENCAT 3, FTA (Foncaixa 3):

Class AG: Upgraded to 'AAAsf' from 'AA+sf'; off RWP; Outlook
Stable

Class B: Upgraded to 'AA+sf' from 'AAsf'; Outlook Stable

Class C: Upgraded to 'A-sf' from 'BBB+sf'; Outlook Stable

Class D: Upgraded to 'BBB-sf' from 'BB+sf'; Outlook Stable

Class E: Affirmed at CCsf; Revised Recovery Estimate to 0% from
30%

Caixa Penedes PYMES 1 TDA, FTA (Caixa Penedes 1):

Class B: Upgraded to 'AAAsf' from 'AA+sf'; off RWP; Outlook
Stable

Class C: Upgraded to 'BBBsf' from 'BB+sf'; Outlook Positive

KEY RATING DRIVERS

Spanish Sovereign Upgrade
The upgrade to 'AAAsf' from 'AA+sf' of the most senior notes
outstanding on both transactions follows the upgrade of Spain's
Long-Term Issuer Default Rating (IDR) to 'A-'/Stable from
'BBB+'/Positive on 19 January 2018. The maximum achievable rating
of Spanish structured finance transactions is 'AAAsf' for the
first time since summer 2012, maintaining the six-notch
differential versus the sovereign rating.

Improving Performance Expectations
Fitch's performance expectations on Spanish SME portfolios have
improved, as reflected in a reduction of the Spanish country
benchmark in the latest update of the SME Balance Sheet
Securitisation Rating Criteria published on 23 February 2018. This
country benchmark reduction, combined with the positive
performance of the transactions, results in lower probability-of-
default assumptions for the transactions. Fitch has reduced its
first-year probability-of-default assumptions to 4.8% from 5.7% in
the case of Foncaixa 3 and to 3.5% from 4.1% in the case of Caixa
Penedes 1 from the last review assumptions performed in May 2017
and August 2017 respectively.

Increasing Credit Enhancement
Credit enhancement (CE) has continued to build up due to
deleveraging, which increases protection for the notes, while
portfolio concertation levels remain relatively low despite the
low outstanding performing balances, which are in both cases below
10% of the initial portfolio balances. CE on Foncaixa 3 classes
AG, B and C has increased to 52.3%, 34.5% and 21.6% from 44.5%,
29.4% and 18.4% respectively, while CE on Caixa Penedes 1 classes
B and C has increased to 50.3% and 19% from 44% and 16%
respectively since their last reviews.

Large Reserve Funds
Foncaixa 3 and Caixa Penedes 1 benefit from large cash reserves of
EUR6.5 million and EUR11.9 million respectively, both of which are
deposited in Societe Generale SA (A/F1). The reserve fund provides
credit enhancement and liquidity to cover for senior expenses and
interest during Fitch's expected interruption period upon a
disruption of the servicing. Replacement triggers on the account
bank appropriately address the exposure to the account bank to
support a 'AAA' rating.

RATING SENSITIVITIES

Foncaixa FTGENCAT 3, FTA
Rating sensitivity to an increase in defaults of 25%:
Class AG (current rating AAA): AAA
Class B (current rating AA+): A-
Class C (current rating A-): BBB
Class D (current rating BBB-): B-
Class E (current rating CC): CC

Rating sensitivity to a decrease in recoveries of 25%:
Class AG (current rating AAA): AAA
Class B (current rating AA+): A+
Class C (current rating A-): BBB
Class D (current rating BBB-): BB-
Class E (current rating CC): CC

Caixa Penedes PYMES 1 TDA, FTA
Rating sensitivity to an increase in defaults of 25%:
Class B (current rating AAA): AAA
Class C (current rating BBB): BB+

Rating sensitivity to a decrease in recoveries of 25%:
Class B (current rating AAA): AAA
Class C (current rating BBB): BBB


GENOVA HIPOTECARIO VIII: Fitch Cuts Rating on Cl. D Notes to B
--------------------------------------------------------------
Fitch Ratings has downgraded AyT Genova Hipotecario VIII, FTH's
class B, C and D notes, affirmed the class A2 notes and removed
all classes from Rating Watch Evolving (RWE) where they were
placed on Oct. 5, 2017:

Class A2: affirmed at 'AA+sf'; off RWE; Outlook Stable

Class B: downgraded to 'AAsf' from 'AA+sf'; off RWE; Outlook
Stable

Class C: downgraded to 'Asf' from 'A+sf'; off RWE; Outlook
Stable

Class D: downgraded at 'Bsf' from BB+; off RWE; Outlook Stable

The rating actions follow the publication of the European RMBS
Rating Criteria.

This securitisation comprises a pool of residential mortgage loans
originated by Barclays Bank SAU and serviced by CaixaBank, S.A.
(BBB/Positive/F2).

KEY RATING DRIVERS

Portfolio Loss Floor
As the 'AAAsf' portfolio loss rate is lower than 5%, Fitch has
applied a portfolio loss floor, which reduces the 'AAAsf'
unadjusted weighted average recovery rate (WARR) so that the
adjusted 'AAAsf' WARR results in an adjusted portfolio loss rate
equal to the floor level (5%). Fitch have applied a corresponding
adjustment to the WARR at lower rating levels in order to have a
proportional effect on the loss rate. This constitutes a change
from the previously applicable criteria.

The portfolio loss floor is intended to ensure sufficient credit
enhancement to mitigate the risk of idiosyncratic recovery
outcomes within a portfolio. The application of the portfolio loss
floor adjustment led to the downgrades of the class B, C and D
notes.

Stable Performance
The transaction performance has been stable, with late stage
arrears falling to 0.2% (November 2017) from 0.31% (February 2017)
and gross cumulative defaults remaining low at 0.7% of original
portfolio balance, as of November 2017. Fitch expects the
transaction's stable performance to continue.

Pro-rata Amortisation Expected
Principal available funds have been distributed sequentially for
the last four quarters following drawings on the reserve fund.
However, Fitch expects the small deficit against the reserve
target amount (currently EUR74,427) to be cleared in the short to
medium term, switching the amortisation of the notes back to pro-
rata.

VARIATIONS FROM CRITERIA

The model-implied ratings for the class C and D notes were more
than three notches lower than the assigned ratings. However, Fitch
expects that the model-implied ratings for both notes will
increase as the floor on the reserve fund (at EUR8.61 million
versus the current amount of EUR10.37 million) will result in an
increase in credit enhancement for all classes. Fitch concluded
that ratings of 'Asf' and 'Bsf' were most appropriate for the
class C and D notes, respectively. This constitutes a variation
from the European RMBS Rating Criteria.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift in interest rates could
jeopardise the ability of the underlying borrowers to meet their
payment obligations.


PLACIN SARL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Spain-based berry plants producer Placin S.a.r.l. (Planasa).
The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
Planasa's EUR195 million term loan B. The recovery rating on the
senior secured debt is '3', reflecting our expectation of average
recovery (50%-70%; rounded estimate: 55%) in the event of payment
default.

"The final ratings are in line with our preliminary ratings
assigned on Jan. 8, 2018.

"The rating on Planasa reflects our view of the company's
relatively small size, its concentration in the plant nursery
market, and our assessment of its capital structure as highly
leveraged given its financial sponsor ownership."

Planasa is based in Spain and generates the majority of its
revenues from breeding and nursery activities (representing about
75% of its EUR109 million revenues in 2016), with a focus on
strawberry and raspberry varieties (together representing close to
70% of the group's revenues in 2016).

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

However, Planasa has strengthened its market position by
establishing strong relationships with growers that value berry
plants that are disease-resistant, higher yielding, and ultimately
have a longer shelf-life. Planasa has been successfully
penetrating the U.S. market since 2011 through its operational
structure, using high-quality European propagation techniques that
offer growers the advantage of greater productivity in public
strawberry varieties. The group's reputation for producing quality
plants with beneficial traits and in the required quantities is
therefore directly linked to its ability to maintain and increase
sales volumes.

The group has also demonstrated its breeding expertise by
successfully launching proprietary varieties, most notably the
Adelita raspberry, which is one of the only crops that can grow in
winter (capturing about 70% of the European winter raspberry
market). The group has also been able to establish a strong
competitive edge in Italy's premium strawberry market with its
Sabrina and Candonga varieties. Planasa's strategy to incorporate
an exclusive club membership in its nursery raspberry business
model proposition is an efficient way to maintain premium prices,
control the varieties, and prevent illegal propagation. This has
been made possible by its breeding research and development (R&D)
expertise.

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

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

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

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

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

S&P's base case assumes:

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

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

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

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

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

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

-- No dividend distribution over the next two years.

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

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

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

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

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

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

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



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


GATEGROUP HOLDING: S&P Puts 'B-' ICR on Watch Positive
------------------------------------------------------
S&P Global Ratings said that it placed its 'B-' long-term issuer
credit rating on Switzerland-based airline solutions provider
gategroup Holding AG on CreditWatch with positive implications.

The positive CreditWatch placement follows gategroup's recent
announcement that its parent Chinese conglomerate HNA Group
intends to execute an IPO of about 65% of gategroup's share
capital, assuming the full exercise of the over-allotment option
(greenshoe) of up to 10% of the base size of the transaction.
Furthermore, HNA Group is planning to relinquish control of
gategroup's board of directors, by appointing three of the nine
directorships. S&P said, "We could raise our rating on gategroup
by multiple notches if the IPO is successful and results in HNA
Group losing control of the company. This could cause us to delink
the rating on gategroup from HNA Group's 'ccc+' group credit
profile (GCP)."

S&P said, "However, we believe that a successful IPO is subject to
execution risk and will depend on market conditions. As such, we
will review and potentially reassess gategroup's status within the
HNA Group after the IPO, including assessing whether HNA Group
still controls gategroup, depending on the final structure of the
transaction. We could remove the ratings from CreditWatch and
affirm them if HNA Group continues to control gategroup following
the IPO, or if the IPO does not complete as expected.

"At present, we consider gategroup as part of the HNA Group and
our issuer credit rating on gategroup is therefore materially
affected by our view of HNA Group's weaker overall credit
standing. For gategroup on a stand-alone basis, we do not have any
current liquidity concerns, nor do we believe that the company is
dependent on favorable business, financial, or economic conditions
to meet its financial commitments. gategroup's 2017 financial
results to Dec. 31, 2017 were fully in line with our expectations,
and we believe that its market position in airline catering
remains strong. The SACP for gategroup therefore remains at 'bb'.

"We revised the group status for gategroup within the HNA Group to
nonstrategic from moderately strategic as we assume that gategroup
could be sold in the near to medium term. This, however, has no
implications on our current ratings."

S&P's base-case scenario for gategroup includes:

-- In 2018 and 2019, S&P assumes stable organic growth of more
    than 2% annually, mainly linked to its weighted-average GDP
    growth forecast for all the countries in which the company
    generates revenue.

-- S&P's unadjusted EBITDA margin to improve to about 6.4% in
    2018 (from 6.0% in 2017) on the back of direct cost savings,
    synergies from acquisitions, and a stricter contract renewal
    process.

-- Capital expenditures (capex) of about Swiss franc (CHF) 180
    million in 2018. No material acquisitions.

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

-- Adjusted FFO to debt of about 23% in 2018 and about 25% in
    2019 (from 19% in 2017).

-- Adjusted debt to EBITDA of about 3.1x in 2018 (from 3.4x in
    2017) and below 3.0x in 2019.

S&P said, "The positive CreditWatch indicates that we could either
affirm or raise the rating before the end of June. We will update
our CreditWatch placement following the successful completion of
the IPO, which the company expects to finalize by June 2018, or
upon withdrawal of the IPO if it does not proceed as expected. Our
review will focus on our potential reassessment of gategroup's
status within the HNA Group after the transaction, including our
view of whether HNA Group still controls gategroup.

"We could raise the rating by multiple notches following a
successful IPO, if this were to result in HNA Group losing control
of gategroup and also led us to delink our rating on gategroup
from HNA Group's GCP.

"In contrast, we could remove the rating from CreditWatch and
affirm it if we think HNA Group continues to control gategroup
following the IPO, or if the IPO does not complete as expected."



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


ELYSIUM HEALTHCARE: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Elysium Healthcare Holdings 2 Ltd., the parent of U.K.-based
private mental and behavioral health care provider Elysium
Healthcare Ltd. (together, Elysium or the group). The outlook is
stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
the proposed GBP275 million term loan B (TLB) due 2025, and the
GBP55 million revolving credit facility (RCF) to be issued by
financing subsidiary Elysium Healthcare Holdings 3 Ltd. The
recovery rating is '3', reflecting our expectation of average
recovery (50%-70%; rounded estimate 50%) in the event of a payment
default."

The assignment of ratings follows Elysium's intention to refinance
its existing GBP249 million senior secured debt (including
drawings under its capital expenditure [capex] facilities, RCF,
and incremental taps) with a GBP275 million TLB. The group will
also partially fund a number of pipeline acquisitions with the
GBP275 million term loan, while the majority owner, BC Partners,
will inject an estimated GBP42 million of new equity to cover
additional financing needs. S&P said, "We understand that GBP24
million of the TLB and GBP19 million of the equity are contingent
on the acquisition of Apollo and is available on a delayed draw.
The group will also secure a new committed GBP55 million RCF as
part of the transaction. We understand that the final loan
indenture will be largely unchanged from the indenture for the
existing senior facilities, which have first-lien security
interest in substantially all assets, an excess cashflow and IPO
proceeds sweep, and maintenance covenants testing total net
leverage on a quarterly basis."

Elysium was formed in November 2016, following an agreement
between Acadia Healthcare and funds advised by BC Partners to
acquire 22 operating sites being divested by Acadia Healthcare
following a review by the Competition and Markets Authority. The
focus of the newly formed group was on the provision of a range of
behavioral and mental health services across its secured, acute
treatment, and rehabilitation care segments, with facilities
located in the northwest, southwest, and southeast of England.

Since this leveraged buy-out, the group has integrated the legacy
facilities, while also establishing a management team, employing
new staff, and executing new contract wins. Organic growth has
been complemented with five strategic acquisitions, which have
seen the group enhance its geographic diversity and national scale
while entering into new segments, including care for people with
neurological disorders and learning disabilities. This expansion
has seen the group further develop its care provision, while
improving its profitability, as the bespoke care provided demands
higher average weekly fees that deliver reported EBITDA margins of
about 19%-24%. In addition, patients requiring such care typically
record an average length of stay of more than three years, which
in our view reduces earnings volatility and somewhat limits the
complex operational planning that is often required in the
rehabilitation segment. S&P believes the management team will
smoothly integrate these recent and prospective acquisitions and
we forecast S&P Global Ratings-adjusted EBITDA margins of about
18.5%-20.0% annually over the next 12-24 months.

The group has earmarked a further three acquisitions in the near
term, which it intends to fund as part of the refinancing
transaction. The facilities that the group will gain through the
acquisitions all support the existing operations and offer a
variety of services, including highly acute and rehabilitative
care for patients with mental health and neurological conditions.
The group will strengthen its presence in the north of England,
while also adding over 130 beds to its total capacity. S&P said,
"We understand that these sites enjoy a "good" care quality score,
which we see as a key differentiating factor in negotiations with
NHS England and local authorities. We also note that the occupancy
levels are approximately 90% or above for these sites and there is
some opportunity for incremental organic growth as one site
offering complex care is not yet open. We expect the group to
integrate these latest additions seamlessly, with limited
disruptions to the existing operations, while enhancing
profitability and generating modest cash flows."

S&P's business risk assessment reflects its view that Elysium
enjoys a strong market position in the independent segment of the
U.K. behavioral health care services sector as it provides a wide
range of services with high standards and conveniently located
facilities. Some of the group's larger competitors include Acadia
Healthcare, Cygnet Healthcare, and Voyage Care. However, in S&P's
view, the relative breadth of Elysium's services should help to
strengthen its relationships with the NHS, clinical commissioning
groups, and local authorities. The majority of players in the
independent behavioral health care market tend to be focused on a
specific health care segment, which puts Elysium in a strong
position when engaging with stakeholders and bidding for new
contracts.

The reduced availability of beds in the NHS, ongoing budget
pressures, and the prevalence of mental health cases in the U.K.
support underlying demand for treatment services in future.
Elysium provides a range of care services to patients with
conditions including schizophrenia, autism, dementia, personality,
eating and mood disorders, Huntington's disease, and learning
disabilities. The provision of care for these patients is not
discretionary, and so we foresee continued partnerships with
private operators and outsourcing in order to meet the duty of
care mandate in local areas.

S&P said, "Our growth expectation for Elysium, however, is
constrained by our view that fiscal austerity will continue in the
U.K., and that public finances will continue to come under strain
in the uncertain economic environment given the ongoing Brexit
negotiations. Despite the government's public commitment to
increase funding for the sector, we are more conservative in our
views of the rate of increase in pricing to compensate for rising
care costs, because of competing fiscal priorities. In our view,
increased scrutiny by the public payors could also result in
margin pressure, with providers forced to implement cost-cutting
measures or provide value-added services to justify rises in
average weekly fees. Elysium's ability to provide bespoke care
packages and maintain satisfactory scores with the regulators can
partly mitigate any adverse tariff movements in our view, while
maintaining average occupancy rates above 80% should limit any
significant volatility in the earnings base.

"Labor accounts for over 50% of Elysium's overheads and we view it
as a key component in the provision of the group's services as
patients often require constant surveillance and monitoring, as
well as specialized treatment. The group's ability to limit the
use of more expensive agency staff by recruiting and retaining
qualified staff is vital to preserving profitability metrics in
our forecasts. We also view favorably the majority of treatment
sites having ratings of "good" or "outstanding", with less than 5%
assessed as "requiring improvement" by the regulator. We believe
that the management team is aware of the issues that need
addressing and will be able to obtain comparable ratings to those
on the majority of sites in the near future. However, increased
operating leverage following a ground-rent sale-and-leaseback
transaction in 2016 and the resulting lease payments challenge the
management team to drive operating efficiency and manage overheads
in order to preserve profitability margins and nominal earnings
over time."

Despite the non-discretionary nature of, and legal support for,
the mental health care industry, Elysium's presence in a single
geographic market, concentrated public payor profile, and nominal
size of revenue and earnings are substantial constraints in our
analysis of business strength. The group's significant exposure to
political vagaries in the U.K. is a potential risk that may have a
negative impact on the pricing tariffs and volumes that the group
receives. Despite the significant barriers to entry given large
capex requirements and a stringent regulatory environment, we see
that competitive rivalry remains strong among players, and so the
group will need to focus on maintaining its care quality standards
and managing its cost base in order to preserve its market
position and profitability.

S&P said, "Our highly leveraged financial risk profile assessment
reflects our view that Elysium is owned by a financial sponsor.
Financial sponsors generally pursue aggressive strategies and
often use debt-funded acquisitions to increase shareholder value.
This view is borne out by the group's track record so far and our
forecast of adjusted debt to EBITDA of 9.0x-12.0x and funds from
operations (FFO) to debt of less than 5% over the next three
years. Our estimate of debt includes the proposed GBP275 million
TLB, finance leases of over GBP95 million, operating lease
obligations (including the ground rent sale-and-leaseback
transaction) of over GBP25 million, and shareholder loans. Elysium
used all the proceeds from the ground rent transaction to reduce
debt, or retained them within the larger group to partially fund
acquisitions completed during 2017. The acquisitions were financed
with the issuance of inter-company loans, as well as a GBP20
million equity injection from majority owner BC Partners.
Isolating the impact of this subordinated shareholder debt, we
expect the group to record leverage of 7.0x-10.0x from 2018-2020.

"We take a favorable view of the cash-preserving nature of the
shareholder loan and other non-common equity instruments as we
expect the group to achieve FFO to cash interest coverage of above
2.5x over the next three years. However, we expect operating
leverage to continue to rise on account of the long-lease ground
rent transaction that we expect to increase the group's operating
costs. We expect the group to record fixed-charge coverage of
above 2.0x in our base-case forecast. However, we acknowledge that
the group's ability to maintain this strong metric is dependent on
its ability to grow top-line revenues and manage its overheads to
compensate for the indexed inflation.

"We expect the group will generate marginal FOCF not exceeding
GBP5 million in 2018 and 2019 given the extraordinary capex
investments to support enhanced capacity."

S&P's base case assumes:

-- Revenue growth of 25%-30% in 2017 and 2018, reflecting the
    multiple bolt-on acquisitions completed since February 2017
    and the ramp-up of other relatively new facilities such as
    Wellesley and other sites from the Badby Group acquisition.
    S&P said, "We also expect some incremental revenue from
    investments in new green-field sites, which will add some
    additional capacity. We expect that the earmarked
    acquisitions will contribute over GBP20 million of revenue in
    2019, once fully integrated into the group." Modest tariff
    increases, particularly in the secure health segment and the
    newly entered learning disability segment, combined with
    occupancy levels of at least 80% across the portfolio, should
    support solid and stable top-line growth in our projections.

-- S&P said, "Our expectation that the management team will
    continue to manage its exposure to agency staff costs with
    effective recruitment drives, while driving productivity with
    the strategic management of its sites. We estimate that
    central and other administrative expenses will average 16.5%-
    18.0% of sales over the next 12-24 months and should result
    in reported EBITDA margins of 18%-20%. We expect that the
    group's entry into the neurological and learning disability
    care segments will support profitability as patients have a
    longer average length of stay and require bespoke care and
    rehabilitation packages."

-- S&P's expectation that working capital requirements will be
    neutral to marginal as the group's main payors are public
    entities who settle their bills within a calendar month.

-- S&P said, "Capex of 10%-15% of sales over our forecast
    period, with maintenance capex accounting for at least 30% of
    the total in these years. We expect that there may be a rise
    in capex in 2018, as management pursues strategic investments
    in site capacity."

-- S&P's assumption that there will be no dividend distributions
    and that it has accounted for the earmarked acquisitions due
    to be completed in the next six months.

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

-- Revenues of GBP220 million-GBP230 million in 2018, rising to
    GBP255 million-GBP265 million in 2019 from about GBP176
    million in 2017.

-- Adjusted EBITDA margins of 19.0%-21.0% and adjusted EBITDA of
    about GBP40 million-GBP45 million in 2018, rising to GBP50
    million-GBP55 million in 2019.

-- Adjusted debt to EBITDA of about 13.6x in 2017, falling to
    11.0x-12.0x in 2018 and 9.5x-10.5x in 2019, reflecting the
    full-year contribution of recent acquisitions.

-- Adjusted fixed-charge coverage of above 2.0x and FFO to cash
    interest above 2.5x in 2018 and 2019.

S&P said, "The stable outlook reflects our view that Elysium will
successfully integrate its recent bolt-on acquisitions while
improving average occupancy levels and achieving satisfactory
quality care scores from the regulator. We expect the group to
implement its strategic plan to deliver efficiency gains by
closely monitoring all areas of its cost base and engaging with
stakeholders to provide bespoke treatment to patients. We forecast
that the group will record adjusted EBITDA margins of 19%-22% over
the next two-to-three years, while generating modest operating
cash flow to cover any extraordinary capex investments. We
forecast that the group will record FFO to cash interest above
2.5x and fixed charge coverage above 2.0x if it is able to manage
the restructuring and integration costs over the next 12-18
months.

"We could lower the ratings if Elysium's profitability is
considerably lower than our current base case such that the cash-
paying leverage metrics reflect heightened refinancing risks. We
estimate that EBITDA margin underperformance of around 2.0% would
most likely result in leverage remaining at or above 10.0x,
generating marginally negative FOCF before the planned
extraordinary capex investments.

"The group's ability to remain self-funding while pursuing an
acquisitive growth strategy is key to supporting our opinion of
credit quality. In our view, weakening of the group's interest
coverage metrics such that FFO to cash interest falls below 2.0x
and the fixed-charge coverage ratio approaches 1.5x over the
medium term would be indicative of a reduced cash flow cushion to
cover any volatility in working capital movements or expansionary
capex needs. In this scenario, the headroom under financial
covenants would most likely tighten to below 15%, leading to us
revise our liquidity assessment downward.

"The group's inability to grow contract volumes, smoothly
integrate acquisitions, increase occupancy rates, and maintain its
satisfactory care quality scores, may result in a substantial fall
in the group's earnings base, in our view, and ultimately result
in a downgrade.

"We would consider an upgrade if Elysium were to reduce its
leverage below 5.0x on a sustainable basis, while maintaining
healthy fixed-charge coverage above 2.2x in our forecasts. The
group would have to develop a track record of growing top-line
revenue to improve both its overall size and the diversity in its
payor profile. This is most likely to occur if the group
significantly outperforms our forecasts through new contract wins
and accretive acquisitions, while managing its cost base to
counter any pressure on price tariffs."


GVC HOLDINGS: Fitch Corrects March 5 Rating Release
---------------------------------------------------
Fitch Ratings has issued a correction to the ratings release on
GVC Holdings plc published on March 5, 2018. It adds a 'RR3' to
the senior secured debt ratings of 'BB+(EXP)', meaning recovery
estimated between 51% and 70%. In some cases, for instance if
Fitch receives investor requests, Fitch may assign Recovery
Ratings (RRs) to debt instruments of issuers with 'BB' rating
category IDRs, but given the distance to default, RRs in these
situations are not computed via a bespoke analysis.

The revised release is as follows:

Fitch Ratings has assigned GVC Holdings plc (GVC) an expected
Long-Term Issuer Default Rating (IDR) of 'BB+(EXP)' with Stable
Outlook. Fitch has also assigned an expected senior secured debt
rating of 'BB+(EXP)'/'RR3'.

Final ratings will be contingent on completion of GVC's takeover
of Ladbrokes Coral Group plc (Ladbrokes Coral: BB/Rating Watch
Positive), currently expected to complete by 2Q18 subject to
regulatory and shareholder approvals. The assignment of the final
instrument ratings is contingent on final documents conforming to
information already received.

The 'BB+(EXP)' IDR reflects GVC's solid business risk profile,
reflected in enhanced geographic diversification, with over 90% of
revenues generated from locally regulated or taxed markets. The
enlarged group will also combine both retail and digital betting
offerings, while GVC currently only operates online platforms.
This will enhance the group's ability to improve brand and product
awareness as well as customer retention through enhanced multi-
channel and marketing initiatives.

Fitch expects that GVC will continue to provide generous
shareholder returns, and financial leverage is high for the rating
at the onset. However, Fitch view positively management's
commitment to a long-term net leverage ratio of below 2.0x, so
expect a steady pace of deleveraging despite future dividends over
the rating horizon. The rating factors in the large equity
component of the price consideration for Ladbrokes Coral reducing
the impact on financial leverage. In addition, the group is
protected from the outcome of the Triennial Review due to the
contingent value right (CVR) mechanism, which limits GVC's
exposure in the event of a low maximum staking level.

KEY RATING DRIVERS

Stronger Business Profile: The combination of GVC and Ladbrokes
Coral will create one of the leading gaming operators in the
world, with a stronger business profile than either would likely
be able to achieve individually through organic growth. The group
will benefit from owning multiple brands providing betting and
gaming services across multiple geographies in Europe, as well as
sizeable operations in Australia. It will also hold licences in
the US, positioning the group well for any future liberalisation
in this market.

Fitch views the combination of retail and digital as positive, and
that Ladbrokes Coral's strong multi-channel offer could provide
more growth opportunities for GVC. The size of the business will
position the group well to benefit from economies of scale and
also benefit in an industry that is becoming more competitive and
tightly regulated, whether through further consolidation or taking
market share from smaller players who struggle with the changes.

Track Record Reduces Execution Risks: The management teams of both
GVC and Ladbrokes Coral have a strong track record of integrating
mergers and acquisitions successfully in the past. Consequently,
Fitch believe that a combination of the two will lead to reduced
risks regarding the integration and the realisation of synergies.
However, given the size of the deal as well as the gaming machines
review and other possible regulatory changes, Fitch do not rule
out slower integration. Fitch do not expect significant opposition
from the competition authorities because of the competitiveness of
the UK online gaming market.

Diversified End Markets: The combined business profile will
benefit from enhanced geographic diversification, with over 90% of
revenues generated from regulated or taxed markets, following the
disposal of GVC's Turkish operations last year. The addition of
Ladbrokes Coral to the group will add a strong market position in
the UK as well as good positions in the Italian and Australian
gaming markets. This reduces the risks associated with regulatory
changes in individual jurisdictions, providing greater visibility
on profits. The enlarged group will also combine both retail and
digital betting offerings. This will enhance its ability to
improve brand and product awareness, as well as customer retention
through enhanced multi-channel and marketing initiatives.

Synergies Drive Profitability: Management have guided to roughly
GBP100 million of cost savings from the combined group to be
phased in over the next four years. The major component of these
will be from technology savings, given GVC's own proprietary
technology. However, benefits will be limited until 2021 due to
outstanding contracts between Ladbrokes Coral and Playtech. Fitch
forecast that cost savings along with some additional top line
growth should drive combined pro-forma EBITDA margin toward over
25% by 2020 from 22.7% this year.

Uncertain Regulatory Environment: The gaming industry can be
subject to changes in regulation that can impact the
competitiveness of operations or issuers' profitability, but may
also open up new opportunities. The combined group will be well
diversified, but it remains exposed to regulatory changes. The UK
Gaming Machines Triennial Review will impact all large retail
operators in the UK, the potential introduction of a state-wide
point of consumption tax in Australia may lead to lower
profitability there, while licence renewals in Italy can lead to
some uncertainty and lumpiness of capex.

On the other hand, the potential liberalisation of gaming in the
US could create an opportunity for operators, with the combined
group well placed given that it holds a Nevada and Jersey licence.

CVR Reduces Triennial Review Impact: GVC has considered the
outcome of the Triennial Review on Gaming Machines in the final
purchase consideration, with a limit of GBP2 on 'B2' content
machines resulting in no additional consideration, while a limit
of GBP50 could lead to an additional GBP827 million cash
consideration. This would be funded through loan notes that will
be structured in a way that will incentivise the group to
refinance them as soon as possible after issuance to avoid
accruing PIK interest. The GBP50 outcome would lead to higher
leverage in the short term, but Fitch believe that this additional
financial risk would be balanced by an enhanced business profile.

Strong Cash Generating Capability: Fitch forecast that the
combined group should be able to generate very strong free cash
flow (FCF) margins for the rating category, even after sizeable
dividends. This will allow for good deleveraging prospects coupled
with an improving liquidity profile. Fitch expect that the main
driver of improvements will be top-line growth coupled with
improvements in profitability from cost savings. The group has a
track record of generous shareholder returns, and Fitch expect
that this may continue. However, given management's commitment to
a net debt/EBITDA target of below 2.0x in the long term, Fitch
expect that the group may look to repay debt to move towards this
level initially.

Improving Financial Headroom: Given the combined group's excellent
cash generation, Fitch forecast that it will be able to deleverage
over the rating horizon, with FFO adjusted net leverage expected
to fall from a high of 4.4x in 2018 to about 3.4x by 2020. Fitch
expect that this will be achieved partly through improved FFO
generation, but also through gross debt repayments after assuming
some drawings under the RCF to cover the refinancing of the loan
notes associated with the CVR mechanism. Fitch expect FFO fixed
charge coverage above 3.5x, which will be strong for the rating.

DERIVATION SUMMARY

The combination of GVC and Ladbrokes Coral will create the largest
European gaming operator, mixing a mature retail channel with a
growing online product with a business profile commensurate with
that of a low investment-grade issuer, with solid profitability
and cash flow generation capabilities. However, the group's
leverage will initially be at the lower end of what Fitch expect
in the 'BB' category, and slightly higher than that of closest
peer William Hill (NR) as well as other rated gaming operators
such as Crown Resorts Limited (BBB) and Las Vegas Sands (BBB-).
There are some execution risks associated with the combination of
the two businesses, but should the expected synergies and
deleveraging come through leading to an improved financial
structure, an upgrade to investment grade could be considered in
the event of a more constructive regulatory environment in key
markets.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer:

- Good top-line growth in the group's online businesses
offsetting lower staking in the retail business, and a significant
reduction in machines staking from 2019 onwards as a result of
lower staking limits. Fitch base case assumes a GBP20 'B2' staking
limit impacting operations from 2019.

- Combined group pro-forma EBITDA margin of about 22.5% in 2018,
improving to over 25% in 2020 as synergies are realised and the
group sees some organic growth. Fitch assume that the group
reaches synergies of GBP50 million out of the planned GBP56
million by 2020.

- Slight annual working capital outflows with receivables from
payments processers growing faster than monies owed to customers.

- Capex for the combined group between EUR170 million-EUR210
million over the next three years.

- Dividends increasing progressively towards about EUR200 million
per year.

- Some small bolt-on acquisitions considered. A new large
acquisition would be considered as an event.

- Drawings under the RCF combined with cash on balance sheet to
fund the refinancing of the loan notes for the CVR in GBP20
scenario, with some repayments on this facility from internally
generated cash in years thereafter.

- EUR187 million of cash set aside from 2018 onwards due to the
ongoing tax dispute in Greece.

Recovery Assumptions

Fitch assumes that all the debt instruments of the enlarged group
will rank pari passu among themselves, benefiting from the same
share pledge and guarantees with guarantor coverage of at least
75% of group EBITDA. Total debt will encompass GBP1.95 billion of
the new senior secured facility and term loan B, GVC's existing
EUR300 million senior secured term loan and Ladbrokes Coral's
existing senior notes due 2022 and 2023 totalling GBP500 million
(currently requesting bondholder consent to align the financing
arrangements of the combined group once the takeover completes).

The pro forma capital structure characterised by an all-senior
debt, and the nature and size of the asset base with limited
sizeable tangible assets, speaks for limited additional credit
enhancement arising from the security package at the 'BB+(EXP)'
IDR level. Fitch would expect recovery prospects to be "Good"
(i.e. RR3 as per Fitch criteria cited at the end of this comment)
for secured and guaranteed creditors in a default situation, but
in Fitch view this is insufficient to warrant a notch uplift.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

- Successful integration of the two businesses and realisation
   of planned synergies resulting in profitability (EBITDA margin
   above 25%) outpacing the level expected in Fitch's rating case
   projections
- FFO adjusted net leverage trending towards 3.0x
- FFO fixed charge coverage remaining above 3.5x on a sustained
   basis

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

- Evidence that the group is not realising the expected
   synergies or facing other difficulties such as increased
   competition or tighter regulation leading to weaker than
   forecasted profitability (for example with EBITDA margin at
   22% or below)
- Increased shareholder returns and/or permanently weak FCF
   margin in mid-single digits % of sales or below, that limit
   the group's deleveraging path such that FFO adjusted net
   leverage would stay above 4.0x within the next three years
- FFO fixed charge coverage below 3.0x on a sustained basis

LIQUIDITY

Adequate Liquidity: Fitch forecasts that GVC's liquidity will
remain adequate under Fitch base case scenario of a GBP20 outcome
from the Triennial Review. Fitch expect that the group will have a
growing cash balance of roughly EUR80 million in 2018 rising
towards EUR170 million in 2020, after excluding client funds and
cash for prize pools. This will be backed up by undrawn
commitments under the committed RCF, the amount of which will vary
depending on the outcome of the Triennial Review.

Under Fitch base case of a GBP20 outcome from the Triennial
Review, Fitch assumes that the group will need to use internally
generated cash as well as drawings under the committed RCF to
repay the loan notes issued to pay for the CVR. The group may also
have to pay a tax bill of roughly EUR187 million to the Greek
government dating back to 2010/11. Fitch has considered this
amount in GVC's reported cash as not available for debt service.
The group may need to find additional liquidity in the instance of
a GBP50 outcome in the Triennial Review in the absence of reduced
dividends but Fitch treat this as an event.

FULL LIST OF RATING ACTIONS

GVC Holdings plc

- Long-Term IDR: assigned 'BB+(EXP)', Stable Outlook
- Senior secured debt rating: assigned 'BB+(EXP)'/'RR3'


TELIT COMMUNICATIONS: Enters Into New Covenant Deals with Banks
---------------------------------------------------------------
Iain Withers at The Telegraph reports that scandal-hit "internet
of things" firm Telit Communications has agreed new covenant deals
with its banks and warned its profits will be lower than expected
after a tough 2017.

Telit lost its chief executive Oozi Cats last summer over his
alleged links to a 25-year-old property fraud perpetrated in the
US by a man named Uzi Katz, The Telegraph recounts.

Telit, which has secured a purchase order to supply parts to
Tesla's Model 3 cars, was also forced to renegotiate its banking
covenants after sales and profits fell short of expectations, The
Telegraph relates.

The company's chairman Richard Kilsby said the firm had faced
"unique challenges" in 2017, The Telegraph notes.

Underlying profits will be around half of what it had expected
last September at around US$20-US$23 million (GBP14.4 million-
GBP16.6 million), while sales will come in at US$375 million
rather than US$390 million-US$400 million, The Telegraph
discloses.

According to The Telegraph, it said its new banking covenants were
"more appropriate" after a rationalisation of its "product lines
and costs".



===============
X X X X X X X X
===============


* EMEA Auto Loan and Lease ABS Delinquency Remains Stable
---------------------------------------------------------
The 60+ Days Delinquencies of the auto loan and auto lease asset-
backed securities (ABS) market in Europe, the Middle East and
Africa remained stable at 0.3% during the three-month period ended
December 2017, according to the latest performance update
published by Moody's Investors Service.

The cumulative defaults for the overall trend decreased to 0.6% in
the three months ended December 2017, from 0.7% in the three month
period ended September 2017. For the same period, prepayment rate
decreased to 13.3% from 13.8% in September 2017.

As of December 2017, the pool balance of all outstanding rated
auto ABS transactions increased to an all-time high of EUR54.8
billion with 89 outstanding transactions, from EUR51.2 billion in
September 2017, constituting an increase of 6.6%.



                            *********

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

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

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


                            *********


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

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

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

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

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

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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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                 * * * End of Transmission * * *