/raid1/www/Hosts/bankrupt/TCREUR_Public/180413.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, April 13, 2018, Vol. 19, No. 073


                            Headlines


A U S T R I A

WIENERBERGER AG: Moody's Hikes CFR to Ba1, Outlook Stable


F R A N C E

NOVAFIVES SAS: Moody's Affirms B2 CFR, Outlook Stable


G E R M A N Y

PB DOMICILE 2006-1: Fitch Affirms B Rating on Class E Notes
SOLARWORLD INDUSTRIES: Files for Insolvency Again


L A T V I A

LIEPAJAS METALURGS: Court Removes Insolvency Administrator


L U X E M B O U R G

AURIS LUXEMBOURG II: S&P Affirms B+ ICR, Outlook Stable


N E T H E R L A N D S

GAMMA INFRASTRUCTURE III: S&P Assigns 'B' ICR, Outlook Stable
HUDSON'S BAY: Egan-Jones Hikes FC Sr. Unsecured Ratings to B-
OCI NV: Moody's Assigns Ba2 Corp. Family Rating, Outlook Stable
OCI NV: Fitch Assigns 'BB(EXP)' Long-Term Issuer Default Rating
OCI NV: S&P Assigns Preliminary BB- Issuer Credit Rating


R U S S I A

BANK OTKRITIE: S&P Alters Outlook to Pos. & Affirms 'B+/B' ICRs
MANGISTAU ELECTRICITY: Fitch Affirms BB- IDR, Off Watch Negative
SIBUR HOLDING: Fitch Affirms BB+ IDR, Changes Outlook to Positive


S P A I N

LSFX FLAVUM: Moody's Lowers CFR to B2, Outlook Stable
RURAL HIPOTECARIO I: Fitch Raises Class E Notes Rating to CCC
VOUSSE CORP: Judge Commences Liquidation Phase


T U R K E Y

RONESANS GAYRIMENKUL: Moody's Assigns Ba2 CFR, Outlook Stable
RONESANS GAYRIMENKUL: Fitch Assigns BB+ IDR, Outlook Stable


U K R A I N E

PRIVATBANK: S&P Affirms Then Withdraws 'CCC+/C' ICRs


U N I T E D   K I N G D O M

CARPETRIGHT PLC: To Close 81 Stores, Around 300 Jobs Affected
FLOWGROUP: To Sell Supply Arm Following Financial Woes
JEWEL UK: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
LOW & BONAR: Egan-Jones Lowers Sr. Unsecured Ratings to BB
MOTHERCARE PLC: Online Sales Back to Growth Amid Lender Talks

TOYS R US: To Shut Final Stores in Just Under Two Weeks
WEATHERFORD INTERNATIONAL: Fitch Plans to Withdraw 'CCC' IDR


X X X X X X X X

* BOOK REVIEW: The Financial Giants in United States History


                            *********



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A U S T R I A
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WIENERBERGER AG: Moody's Hikes CFR to Ba1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family
rating of Wienerberger AG to Ba1 from Ba2. The rating agency has
affirmed the issuer's junior subordinate rating at Ba3, the
probability of default rating at Ba1-PD and the senior unsecured
ratings at Ba1. The outlook has changed to stable from positive.

RATINGS RATIONALE

The upgrade of Wienerberger's CFR to Ba1 reflects the improvement
in the company's credit metrics over the last two years and the
expectation that the company's credit metrics will remain
consistent with a Ba1 rating in the foreseeable future supported
by organic improvements in earnings and operating cash flows,
conservative financial policies and consistent positive free cash
flow generation.

Wienerberger's credit metrics are currently in line with Moody's
expectation for a Ba1 credit rating with a leverage ratio as
measured by Moody's adjusted Debt/EBITDA of around 3.3x and a
Retained Cash Flow / net debt ratio of close to 24% as per
December 2017. Moody's expect Wienerberger's credit metrics to
continue to improve over the next 12-18 months albeit with a
slightly back-ended improvement. Credit metrics will improve only
slightly in 2018 despite a positive market backdrop. This mainly
pertains to the cash charges from the group's cost improvement
programme announced recently and to the higher investment
activity foreseen in 2018 notwithstanding that Wienerberger's
investment programme will be partly funded from disposal
proceeds. Credit metrics should improve more markedly in 2019
with Debt/EBITDA to drop below 3.0x and RCF /net debt to exceed
the high twenties assuming continued positive market momentum.

The upgrade to Ba1 and the stable outlook also takes into account
Moody's view on the macroeconomic and credit cycle, at a point
where issuers benefit from favourable demand and operating
leverage. Moody's also think that Wienerberger's business model
will prove to be more resilient to a protracted downturn due to a
reduction in the group's cyclicality and capital intensity
following investments in the company's pipe business.
Wienerberger's pipe and paver business, which now accounts for
around 30% of group revenues, is more exposed to infrastructure
spending (less cyclical than new residential construction) and is
significantly less capital intensive than the clay products
business units. In this regard, Moody's highlight that
Wienerberger has covered its weighted average cost of capital for
the first time in many years in 2017. The reduction in the
group's capital intensity as a result of a higher exposure to the
pipes business has certainly contributed alongside a recovery in
construction markets to the improvement in return on capital
employed.

A return to an investment grade rating would require a further
sustainable improvement in credit metrics due to the still
relatively cyclical business model of Wienerberger and the
moderate size / geographical concentration if compared to larger
cement peers or vertically integrated building materials
companies such as Saint-Gobain and CRH Plc. Wienerberger's
current net leverage target of around 2.0x fits better the Ba1
rating category than the Baa3 category based on the group's
current set up.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Wienerberger
will sustain credit metrics in line with Moody's expectation for
the current rating, namely Debt/EBITDA of around 3.0x and RCF/net
debt sustainably above 20% through the cycle.

LIQUIDITY

The liquidity position of Wienerberger is adequate. The company
had around EUR170 million of cash and cash equivalents on balance
sheet and EUR323 million availability under its EUR400 million
revolving credit facility (unrated) at fiscal year-end 2017. In
addition, Wienerberger had EUR79 million of financial assets on
balance sheet at December 31, 2017, which could be easily
liquidated. Wienerberger has comfortable headroom under its
financial covenants with a December 2017 reported net leverage of
around 1.4x versus a 3.5x level to be in compliance with its
covenant.

STRUCTURAL CONSIDERATIONS

Wienerberger is financed primarily through senior unsecured bank
debt and bonds raised by Wienerberger AG and there are no
material amounts of secured / priority debt in the capital
structure. In addition, the group's capital structure contains
one Ba3 rated EUR272 million junior subordinated hybrid bond with
a call option in February 2021, which is contractually
subordinated to the company's unsecured borrowings. Based on
Moody's methodology for assigning debt and equity treatment to
hybrid securities of speculative-grade non-financial companies
the hybrid bonds are treated as debt in the calculation of credit
ratios.

The redemption of EUR221.8 million of subordinated hybrid capital
through senior unsecured debt in February 2017 has reduced the
loss absorption for senior unsecured creditors notwithstanding
that EUR272 million of junior subordinated capital (rated Ba3)
remain on balance sheet post redemption. This will continue to
offer some loss absorption but not sufficiently to lead to an
uplift of the senior unsecured rating compared to the Ba1
corporate family rating.

WHAT COULD CHANGE THE RATING UP / DOWN

Positive rating pressure is not foreseen in the short term.
Longer term the ratings might come under upward pressure in case
of a further reduction in leverage sustainably towards 2.5 times
and an RCF/net debt sustainably above 30%.

A material deterioration in Wienerberger's operating performance
which would result in a rising leverage with debt/EBITDA
sustainably above 3.5x (3.3x at year-end 2017) could lead to
negative pressure on the current ratings. RCF/net debt falling
sustainably below 20% (23% at year-end 2017) would also exert
negative pressure on the ratings. The tolerance for leverage
through the cycle, versus the above indicated downgrade trigger
would also take into account that the hybrid instrument (that
Moody's fully include in Moody's debt measures), is currently a
supportive qualitative factor for the capital structure and in
particular for the senior unsecured creditors.

COMPANY PROFILE

Headquartered in Vienna (Austria), Wienerberger AG is the world's
largest brick manufacturer and Europe's largest producer of clay
roof tiles as well as a leading supplier of plastic and ceramic
pipes. The group produces bricks, clay and concrete roof tiles,
clay and concrete pavers as well as clay and plastic pipes in 197
plants and operates in 30 countries worldwide. In fiscal year
2017 Wienerberger generated revenues of around EUR3.1 billion and
reported an EBITDA of EUR415 million.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials Industry published in January 2017.


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F R A N C E
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NOVAFIVES SAS: Moody's Affirms B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) and B2-PD Probability of Default Rating (PDR) of
Novafives S.A.S. (Novafives). Concurrently, the rating agency
assigned a B3 rating to the company's issuance of EUR600 million
senior secured notes consisting of fixed and floating rate notes
maturing in 2025. Moody's expects to withdraw the ratings of the
existing senior secured notes upon repayment in June 2018. The
outlook on the ratings has been changed to stable from negative.

RATINGS RATIONALE

The change in outlook to stable was prompted by Novafives
reporting a relatively good set of 2017 results supported by an
improved market environment and a positive free cash flow (FCF)
generation of EUR53 million (negative EUR12 million in 2016). In
addition the company achieved a debt/EBITDA ratio excl.
unrealized FX gains/losses of 6.9x (as adjusted by Moody's)
compared with 7.3x in 2016. In addition, excluding the remaining
earn-out profit, adjusted by Moody's during 2017, Novafives
improved to approximately 5.9x. Furthermore, on the back of
strong order backlog and better visibility on order intake
leverage as adjusted by Moody's should meaningfully improve in
2018. As a result, Moody's expect leverage to improve towards 5x
during 2018.

"The change in the outlook to stable acknowledges the improved
liquidity profile following Novafives' refinancing and meaningful
positive free cash flow generation during 2017 as well as Moody's
expectation of enhancements in credit metrics over 2018. In
addition, the significantly improved order intake and underlying
operating profitability excluding unrealized FX gains/losses
further supports the positive momentum", commented Dirk
Steinicke, Moody's lead analyst for Novafives.

Novafives' B2 CFR rating reflects its good geographic
diversification as well as its leading niche market positions and
mission-critical nature of its products with high technological
content. This, in combination with long-standing customer
relationships, creates a barrier to entry for potential
competitors. The company meaningfully improved its profitability
during 2017 supported by continued good performing Automotive and
Logistics' businesses as well as a stabilization of its Metals
and Energy businesses during Q4 2017 on the back of strong order
intake. In addition, Moody's view the recent change in the
shareholder structure with two new anchor shareholders (CDPQ and
PSP) positively since their investment horizon is geared towards
a longer term in accordance with investment criteria of Canadian
Pension Funds. Furthermore, the new RCF improves Novafives
previously weak short term liquidity which supports the B2
rating.

The stable outlook reflects Moody's expectation that Novafives
will improve its profitability and generate sufficient positive
FCF. In addition, Moody's take comfort that the company turned
the corner from the materially improved order intake over 2017
compared with the prior year. With the finalized meaningful
restructurings the leverage should significantly improve towards
5.0x debt/EBITDA over the next 12-18 months, a level considered
to position Novafives solidly at the assigned B2 rating.

Following the refinancing, Moody's views Novafives' liquidity
profile as solid. As at December 2017 the company had a cash
balance of EUR130 million and, following its refinancing, access
to a EUR115 million RCF with EUR50 million free utilization
threshold and a net leverage covenant of 6.0x thereafter. These
sources, combined with projected FFO generation, are sufficient
to accommodate working capital swings and cover forecasted
capital expenditures as well as upcoming debt maturities in the
next 12-18 months. The upcoming debt maturities primarily
comprise small local loans held by operating subsidiaries. No
significant debt repayments are due until 2025 when the company's
Notes issued in April 2018 mature.

Moody's would consider a positive rating action should Novafives
improve its gross adjusted debt/EBITDA towards 5.0x (excluding
unrealized gains and losses from FX) on a sustainable basis,
generate meaningful positive FCF and maintain an adequate
liquidity profile with sufficient covenant headroom at all times.

Moody's would consider downgrading Novafives' rating when the
company is unable to improve its adjusted EBITA margins towards
5% (2.4% per FY 2017) indicating a continued price pressure or
poor contract execution, should indications arise that Novafives'
leverage will remain above 6.5x (excluding unrealized gains and
losses from FX) for a prolonged period of time as well as
generation of negative FCF for a prolonged period of time leading
to reduced covenant headroom or a meaningful reduction in
liquidity, reflecting both a reduction in cash including the
inability to fully draw down on its EUR115 million RCF.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Novafives is a global industrial engineering group. The company
designs machines, process equipment and production lines for use
in a number of different industries including automotive,
logistics, steel, aluminium, energy, cement, and aerospace
sectors. As of December 31, 2017, Novafives employed
approximately 8,500 people and had a network of over 100
operational units in nearly 30 countries. During 2017, the
company generated sales of EUR1.9 billion.


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G E R M A N Y
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PB DOMICILE 2006-1: Fitch Affirms B Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings has affirmed PB Domicile 2006-1 plc's notes:

EUR0.4 million class D notes (DE000A0GYFL1): affirmed at
'BBB+sf'; Stable Outlook.

EUR15.4 million class E notes (DE000A0GYFM9): affirmed at 'Bsf';
Stable Outlook.

The transaction is a synthetic residential mortgage-backed
security referencing German mortgage loans. The reference loans
were originated by Deutsche Postbank AG (BBB+/Stable/F2) and its
acquired entity, DSL Bank.

The transaction was called in 2011 and class D and E notes equal
to the balance of reference claims that were overdue at the time
of the call remained outstanding. As at 31 January 2018, a
portfolio balance of EUR16.4 million was still outstanding.
Excess spread for the benefit of the class D and class E
noteholders is calculated on the basis of the total reference
portfolio of EUR473.8 million as at 31 January 2018.

KEY RATING DRIVERS

Credit-Link to Deutsche Postbank AG
The notes' ratings are capped at the rating of Deutsche Postbank
AG as provider of the charged assets and as the payer of the
synthetic excess spread.

Junior Notes Capped Due to Tail Risk
Besides the subordination, the excess spread of 57bp per annum is
another form of credit enhancement to the class D notes, while it
is the only form of credit enhancement to the class E notes. The
excess spread amount depends on the amortisation speed of the
reference portfolio and hence rapid amortisation is a major risk.
Since the excess spread amounts diminish over time, late losses
introduce risk, particularly to the class E notes. Fitch
therefore continues to apply a rating cap of 'Bsf' for the class
E notes to address the tail risk despite the currently high
excess spread amounts. The timing of the losses from the
remaining portfolio of previously overdue reference claims is
more important than the amount of the losses.

Stable Asset Performance
The total portfolio and the remaining portfolio of previously
overdue reference claims have shown sound asset performance, with
a decreasing share of non-performing loans. The available
synthetic excess spread has always been sufficient to cover
realised losses from the overdue reference portfolio. The main
portfolio characteristics have remained fairly stable and
developed in line with Fitch expectations.

RATING SENSITIVITIES

The ratings of the notes depend on the rating of Deutsche
Postbank AG as issuer of the charged assets and provider of
synthetic excess spread. A change in the rating of Deutsche
Postbank AG will have a direct impact on the rating of the class
D notes.

The repayment rate of the reference portfolio and the timing of
losses from the outstanding overdue reference claims are the
biggest drivers of the class E notes' performance.


SOLARWORLD INDUSTRIES: Files for Insolvency Again
-------------------------------------------------
pv magazine reports that SolarWorld Industries GmbH has filed a
request to open insolvency proceedings at the district court of
Bonn.

"With this, the company is reacting, among other things, on
further decreased market prices and European Commission's
intention to terminate measures against dumped solar imports from
China," the German company said, the report relays.

According to pv magazine, the district court appointed Christoph
Niering as provisional insolvency administrator. Disposal of
assets is only effective with the approval of the provisional
administrator, the notice stated.

In August 2017, SolarWorld Industries acquired the German
production and sales activities of the insolvent SolarWorld AG,
and subsidiaries, which filed for insolvency last May, the report
recalls.

SolarWorld Industries' founder, Frank Asbeck has a 51% stake in
the company, while Qatar Solar Technologies (QSTec) holds a 49%
stake, pv magazine notes.


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LIEPAJAS METALURGS: Court Removes Insolvency Administrator
----------------------------------------------------------
The Baltic Course reports that a district court in the
southwestern Latvian city of Liepaja has removed Guntars Koris as
insolvency administrator of KVV Liepajas Metalurgs steel company,
the court's representative Velga Luka told LETA.

The verdict cannot be appealed and has already come into effect,
the report says.

The Baltic Course relates that the Liepaja court will send its
ruling on Koris' removal to the Insolvency Administration which
will have to propose a new candidate for the insolvent company's
administrator. Usually, it takes one or two days for the
Insolvency Administration to pick a new insolvency administrator
to replace a removed one, Luka said.

Guntars Koris lost his license after flunking a re-certification
exam at the beginning of March, the report notes.

According to the report, Koris told LETA that he lost his license
on March 1 because of a failure to pass the re-certification
exam. "I will carry on with my duties until Liepaja court
appoints a new insolvency administrator," the report quotes Koris
as saying.

KVV Liepajas Metalurgs was declared insolvent in September 2016.


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L U X E M B O U R G
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AURIS LUXEMBOURG II: S&P Affirms B+ ICR, Outlook Stable
-------------------------------------------------------
Singapore-based manufacturer of hearing instruments, Auris
Luxembourg II (Sivantos), intends to issue incremental debt
totaling EUR200 million to fund the acquisition of TruHearing, a
leading U.S.-based hearing aids benefits solution provider.

S&P Global Ratings affirmed its 'B+' long-term issuer credit
rating on Auris Luxembourg II (Sivantos). The outlook is stable.

S&P said, "At the same time, we affirmed our 'B+' issue rating on
the EUR1,101 million term loan due 2022 (including the proposed
EUR200 million add-on, exchange rate as of Dec. 31, 2017) and the
EUR75 million revolving credit facility (RCF) with a recovery
rating of '3', reflecting our expectation of meaningful (50%-70%;
rounded estimate 55%) recovery in event of default.

"We also affirmed our 'B-' issue rating on the EUR275 million
senior notes due 2023, with recovery rating of '6', reflecting
our expectation of negligible (0%-10%) recovery in the event of a
payment default."

Sivantos plans to issue incremental debt of EUR200 million under
its existing senior secured term loan. The group intends to
pursue the acquisition of TruHearing, a leading U.S.-based
hearing aids benefits solution provider.

Despite the increase in leverage from the proposed debt, Sivantos
should be able to grow its S&P Global Ratings-adjusted EBITDA to
about EUR240 million-EUR270 million in 2018-2019, and generate
good positive free operating cash flow (FOCF) of about EUR80
million-EUR100 million. This should in turn enable it to reduce
its S&P Global Ratings-adjusted leverage relatively quickly to
about 5.5x-6.0x in 2019, from the projected 6.3x at the closing
of the acquisition. S&P expects the S&P Global Ratings-adjusted
interest coverage ratio to remain robust at above 2.5x-3.0x in
2018-2019.

S&P said, "Our highly leveraged financial risk profile assessment
reflects Sivantos' financial sponsor ownership. This is supported
by our core adjusted credit metrics of debt to EBITDA of 5.5x-
6.0x. Our estimates of debt include the increased EUR1,101
million term loan due 2022; EUR275 million senior notes; EUR90
million of payment-in-kind toggle notes held by owners EQT
Partners and Santo Holding Gmbh; and EUR80 million-EUR85 million
of operating lease and pension obligations. Given the financial
sponsor ownership, we do not net-off any cash balances that
Sivantos holds."

TruHearing is a leading U.S. hearing healthcare benefits
solutions provider that manages relationships between hearing
aids manufacturers, independent providers of healthcare plans,
and end customers. It operates through more than 5,000
independent contracted providers, and services more than 60
health plans, spanning 50 states. It recorded revenues of $97
million in 2017. S&P said, "We expect the acquisition to give
Sivantos increased scale and geographic presence in the U.S.
while improving its positioning toward higher margin products, as
well as driving organic growth and operational synergies. We
expect the U.S. to account for approximately 48% of the combined
pro forma revenue generation, which will reduce its relative
exposure to the European market."

Sivantos is one of the world's largest manufacturers of hearing
aids. It operates in Europe, the U.S., and Asia-Pacific. The
group generated revenues of about EUR967 million in 2017 (2016:
EUR932.5 million) and is majority-owned by private equity group
EQT.

S&P said, "Our fair business risk profile assessment reflects the
group's continued focus on productivity and operating
efficiencies and strong positions in its core markets of Europe,
the U.S., and Asia-Pacific. We expect the group to achieve S&P
Global Ratings-adjusted EBITDA margins of around 22%-23% this
year given its ongoing focus on operational excellence and cash
conversion. The group continues to expand both organically and
through acquisitions, but is still smaller than the likes of
Sonova.

"We expect the pricing environment to remain challenging over the
near term in Sivantos' U.S. and European markets as customers
continue to seek cost savings in a tough reimbursement
environment. This pricing pressure has been exacerbated by
Sivantos' historical focus on large key accounts. Although this
approach provides higher volume potential, generally key accounts
have greater bargaining power. However, the company demonstrates
low customer concentration.

"However, we understand that Sivantos is actively managing its
channel mix with a growing focus on the more profitable
independent sector.

S&P's base case assumes:

-- High single-digit to low double-digit revenue growth in the
    short term, which S&P expects the TH acquisition will drive
    and then be fully integrated into its forecasts from 2019
    onward. Sivantos' mid-single-digit organic growth will be
    driven by successful commercialization of new products (such
    as Signia Nx) and an increase in shares of key markets, as
    well a focus on market segments with higher margins.

-- A stable S&P Global Ratings-adjusted EBITDA margin at
    22%-23%, supported by additional operational efficiencies
    such as an improvement in cost structure, effective
    management of operating expenses, portfolio optimization to
    focus on higher-margin products, and some synergies from the
    acquisition that will be integrated from 2019 onward.

-- Annual capital expenditure (capex) of 4%-5% of total
    revenues.

-- Acquisition spending of EUR20 million-EUR30 million in 2018.

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

-- Revenues of EUR1,050 million-EUR1,080 million in 2018, rising
    to above EUR1,120 million-EUR1,180 million in 2019.

-- Stable operating performance resulting in S&P Global Ratings-
    adjustment EBITDA margins of 22%-23% in 2018 and 2019.

-- Adjusted debt to EBITDA of above 6.0x in 2018 falling to
    5.5x-6.0x in 2019.

-- Funds from operations (FFO) cash interest coverage above 3.0x
    in 2018 and 2019.

-- Adjusted fixed-charge coverage of 2.7x-3.0x in 2018 and 2019.

S&P said, "The stable outlook reflects our expectation that, over
the next 12-18 months, Sivantos will further improve its recent
operating performance despite pricing pressure and the
consolidating nature of the hearing instruments industry. We
anticipate that the group will maintain its market position and
an S&P Global Ratings-adjusted EBITDA margin of about 22%-23% by
successfully commercializing new products, realizing planned
operational efficiencies, improving its channel mix, and smoothly
integrating TruHearing. We view adjusted FFO cash interest
coverage comfortably exceeding 2x at all times, as is
commensurate with the 'B+' rating.

"We could lower the rating if adjusted FFO cash interest coverage
approached 2x or if Sivantos failed to generate positive FOCF.
This would most likely occur if Sivantos experienced adverse
operating developments leading to significantly weaker EBITDA,
likely due to its new products not gaining traction in the market
because of significant competition, or if the group mismanaged
its working capital and investments. We could also lower the
ratings if Sivantos decided to execute a sizable acquisition with
a subsequent significant increase in leverage.

"We are unlikely to consider a positive rating action over the
next 12 months because we project that debt to EBITDA will remain
above 5x. However, we could take a positive action if Sivantos
achieved adjusted debt to EBITDA permanently below 5x, supported
by the owners' commitment to maintain the ratio at this level.
The most likely driver of a positive rating action would be the
company significantly outperforming our base case.

"Our positive comparable rating analysis--whereby we review an
issuer's credit characteristics in aggregate--leads to a one-
notch uplift above the anchor. This primarily reflects our view
of Sivantos' relatively solid robust FOCF generation, which give
the group more headroom to manage any unexpected operational or
financing challenges. In particular, we view the group's
relatively swift deleveraging to 5.5x-6.3x within 12 months,
EBITDA interest coverage above 3.0x, and a healthy FOCF cushion
above EUR100 million, as strong relative to the 'b' anchor. We
consider that the group's market positions should support future
cash flow generation and allow it to comfortably meet its debt
obligations in our base case."


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GAMMA INFRASTRUCTURE III: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit
rating to Netherlands-based fiber and cable operator Gamma
Infrastructure III BV (DELTA CAIW). The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
the EUR500 million senior secured term loan B, taken by Gamma
Infrastructure III BV. The recovery rating on the loan is '3',
indicating our expectation of meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of a payment default."

These ratings are in line with the preliminary ratings S&P
assigned on Jan. 16, 2018.

The rating action follows the completion of EQT Infrastructure's
acquisition of CAIW, and subsequent combination of CAIW with
DELTA. The proceeds of the EUR500 million term loan and equity
capital provided by the financial sponsor funded the transaction,
including CAIW's acquisition price, repayment of the combined
entity's net debt, and transaction-related fees.

S&P said, "The rating is constrained by our expectation of
negative free operating cash flow (FOCF) through 2018 and related
execution risks, owing to the group's significant and
discretionary investments to expand its fiber to the home (FTTH)
network in selected rural areas. We also anticipate adjusted
leverage (debt to EBITDA) steadily above 5x. In our rating, we
also incorporate our view of DELTA CAIW's small size, operations
in selected areas of the Netherlands, and the group's lack of
quadruple-play offering. This is mitigated by the group's well-
maintained and very high-speed fiber and cable networks, its
leading position in nearly all of its areas of operation, where
competing cable networks are not present, and the group's average
profitability likely to be enhanced by cost synergies.

"Our view of DELTA CAIW's business is supported by the group's
high-speed infrastructure network of fiber and cable, generally
offering higher speeds than the competition. CAIW's FTTH network
offers speeds beyond 1 gigabit per second and we expect DELTA's
cable network, which will be upgraded to the DOCSIS 3.1. standard
in 2018, will be able to offer similar speeds. Competitors
operate older and slower networks in the markets where DELTA CAIW
operates. DELTA CAIW benefits from strong market shares and
penetration rates in its current areas of service because it
operates in areas where competition is less intense than in
cities, given the heavy cost of deploying a fiber network in
rural areas. Due to the low level of competition, strong market
shares, and high-quality network, the customer turnover (churn)
rate remains at about 5%."

Management plans to replicate CAIW's model and further develop
its FTTH network in other underpenetrated areas. S&P believes
this investment will strengthen DELTA CAIW's positioning, and
support revenue and EBIDTA growth. Risks are significantly
mitigated, in S&P's view, by management's policy to invest only
if the company manages to secure at least a 50% penetration rate
in a given area.

These business strengths are partly offset by DELTA CAIW's small
size and small share of the overall Dutch broadband and TV
market. S&P expects the combined group will generate about EUR330
million of revenues and report EBITDA at about EUR100 million in
2017. Geographic reach is also limited to certain regions of the
Netherlands. DELTA operates in Zeeland, where the population and
GDP are relatively stable. CAIW operates in selected areas, where
the population is growing at a slightly slower rate than the
national average. S&P said, "The narrow mobile offering and
limited differentiation of TV content further drives our
assessment of the group's business profile. While we believe the
group operates in areas where competition is not fierce, we see a
risk that it could intensify should larger and better capitalized
competitors decide to invest within DELTA CAIW's footprint, which
could also have a negative impact on churn rate and earnings."

S&P said, "Our view of DELTA CAIW's financial risk is primarily
constrained by our anticipation it will report negative FOCF
through 2018. The FTTH network deployment in the rural areas
where the group has secured a penetration rate of at least 50%
requires large upfront investments for deploying the core
backbone network and the last mile. Although outlays are likely
to be matched with additional revenues, given management's
required milestones before deploying fiber to a community, we
believe that potential time lags or more expensive civil works,
as well as the period before first revenues come in, represent a
key risk.

"Moreover, we assess DELTA CAIW's capital structure as highly
leveraged owing to adjusted leverage that we calculate will be
about 7x in 2018. An additional rating constraint is the group's
ultimate ownership by infrastructure private-equity firm EQT
Infrastructure III Fund, which we consider a financial sponsor.

"We are mindful that additional funds may be needed if the ramp-
up is successful, and the group decides to further expand its
FTTH network. That said, the scaling up of investments is
discretionary, and we also understand that the sponsor is
committed to supporting growth of the business if needed.
The stable outlook on DELTA CAIW reflects our view that the
discretionary FTTH expansion plans and the related required
booking milestones will support solid revenue growth of about 5%
and a sound adjusted EBITDA margin of 25%-30% after one-time
integration costs over the next 12 months. These positives are,
however, offset by our expectation of negative FOCF and adjusted
leverage at about 7x.

"We would consider lowering our rating if, after a spike in 2018
at about 7.0x (about 6.3x before one-time restructuring costs),
the group does not manage to reduce its leverage to about 6.0x.
We could also consider a downgrade if the pace of DELTA CAIW's
revenue and EBITDA growth slowed, if integration costs were
underestimated, or if liquidity markedly deteriorated. These
events could occur if any increased competition were to
accentuate churn and slow the growth plan, or if delays in
connecting households to the core backbone network or unexpected
civil work challenges resulted in a mismatch between the massive
capex outlay and revenue and EBITDA growth.

"Although unlikely at this stage, given our expectation of
negative FOCF, we would likely raise our rating on DELTA CAIW if
EBITDA growth translates into higher absorption of capex,
resulting in positive FOCF and adjusted leverage approaching 5x."


HUDSON'S BAY: Egan-Jones Hikes FC Sr. Unsecured Ratings to B-
-------------------------------------------------------------
Egan-Jones Ratings Company, on April 2, 2018, upgraded the
foreign currency senior unsecured rating on debt issued by
Hudson's Bay Co. to B- from CCC+.

Hudson's Bay is a chain of 90 department stores that operate in
Canada and the Netherlands. It is the main brand of the Hudson's
Bay Company, North America's oldest company. It has its
headquarters in the Simpson Tower in Toronto.


OCI NV: Moody's Assigns Ba2 Corp. Family Rating, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 Corporate Family
Rating (CFR) and Ba2-PD Probability of Default Rating (PDR) to
OCI N.V. (OCI or the company). Concurrently, Moody's has assigned
a B1 rating to OCI's proposed issuance of $1 billion (equivalent)
senior secured notes due 2023. The outlook on all ratings is
stable.

RATINGS RATIONALE

The Ba2 CFR assigned to OCI N.V. (OCI) reflects the scale of its
operations and the diversity of its business portfolio in terms
of products, geographies and end-markets. In 2017, the group
generated revenues of $2.25 billion and adjusted EBITDA of $483
million. Following the completion of its growth projects in 2018,
its eight production facilities will have a total run-rate
capacity (including 50% of Natgasoline) in excess of 13.4 million
metric tons (Mt) in 2019, which will be evenly balanced between
the US (39%), North Africa (33%) and Europe (28%). OCI will hold
global leading positions in several of its markets, ranking
fourth in nitrogen fertilisers, fifth in methanol and first in
melamine worldwide.

The group's product portfolio will be split approximately 60/40
by capacity and 50/50 by sales between nitrogen fertilisers and
industrial chemicals, with no single product contributing more
than approximately 25% of its total capacity. This geographical
and end-market diversification helps mitigate the seasonality
characterising the nitrogen fertiliser business, which generates
the majority of its revenues and profits from sales to farmers.

OCI's productive assets are favourably located to serve high
demand regions, such as the US Midwest and North West Europe, and
benefit from proximity to customers supported by a global
distribution network and shipping infrastructure.

While OCI has sizeable businesses in North Africa, which entails
a certain degree of political risk exposure, Moody's notes that
the share of production capacity located in Egypt and Algeria
will fall to about 33% upon completion of OCI's growth projects
(v. 52% in 2016). Also, the sales originated from North Africa
are predominantly destined to export markets and denominated in
U.S. dollars, the currency in which natural gas costs are also
incurred. Only approximately 5% of sales are made domestically in
Egyptian pounds and Algerian dinars.

Having implemented a capex programme in excess of $5 billion
since 2010, OCI boasts an efficient, well invested asset base and
flexible production profile. At the same time, it is
significantly exposed to the price of natural gas, which is the
principal raw material and fuel used to produce nitrogen
fertiliser and industrial chemical products, and accounted for
50% of its $1.6 billion total cost of sales (excluding
depreciation and amortization) in 2017. However, Moody's notes
that OCI's North Africa- and US-based operations benefit from
access to low cost feedstock, underpinned by competitive long-
term gas supply contracts in North Africa (circ. 50% of all gas
purchases) and the attractive economics of shale gas in the US.
As a result, OCI's plants in these regions are positioned in the
first quartile of their respective global industry cost curves.

OCI's financial results are inherently vulnerable to the
cyclicality affecting the nitrogen-based fertiliser, methanol and
melamine sectors. In recent years, these markets were affected by
pronounced supply-demand imbalances largely driven by significant
capacity additions in the US and the Middle East. This resulted
in low global operating rates and significant downward pressure
on prices.

However, after reaching multi-year lows in the summer of 2017,
nitrogen fertiliser prices recently bounced back, supported by
lower urea exports from China amid higher coal prices and limited
natural gas feedstock availability. Methanol markets have also
recently shown signs of recovering, as China-based methanol-to-
olefin MTO facilities, which represent about 15% of global
methanol demand, have been operating at higher rates.

While longer term the main downside risk to the current more
favourable outlook remains that capacity be added at an
aggressive pace over time in the natural gas-rich regions of the
world, OCI's exposure to nitrogen and methanol industry cycles is
mitigated by sound demand fundamentals. Growth in the consumption
of urea and other nitrogen fertilisers should continue to be
driven by population growth, urbanisation resulting in lower
arable land and GDP growth, as well as demand for industrial end
uses such diesel exhaust fluid (DEF). At the same time, demand
growth for methanol should be largely driven by its increasing
use in fuel applications and gas blending as well as the
continuing addition of MTO/MTP (methanol-to-propylene) plants in
China.

In spite of returning to positive free cash flow generation
during 2017, OCI exhibited very high leverage at the end of 2017,
with total debt to EBITDA of 9.8x (as adjusted by Moody's). This
reflected the effect of the substantial capex programme
undertaken by the group in recent years, at a time when its
operating profitability came under pressure owing to severely
depressed pricing conditions in the global nitrogen and methanol
markets, as well as several operational issues experienced by the
group's North Africa-based facilities. In the period 2014-2016,
cumulative capex of $3.1 billion (on a Moody's adjusted basis)
combined with weak average operating cash flow of $550 million
p.a., had led OCI to report a cumulative negative free cash flow
after capex and dividends (paid only to minority shareholders
during the period) of $1.65 billion.

However, Moody's expects that OCI will benefit from significant
volume growth in the near to medium term, as production from
recently added capacities ramps up amid the ongoing recovery in
nitrogen fertiliser and methanol prices. In addition to the
continuing ramp-up of production at IFCo, as well as the start-up
of Natgasoline in Q2 2018 and BioMCN's M2 plant in November 2018,
OCI's volumes and financial results should benefit from improved
utilisation rates at Sorfert post last year's repair work, while
production in Egypt should be supported by a much improved gas
supply situation following significant gas discoveries.

Moody's forecasts that OCI will grow sales volumes of own
products at a low double-digit annual rate in the next three
years on average, with revenues in a range of $3.0-$3.3 billion.
Once all the group's growth projects are operational, Moody's
believes that OCI will have the capacity to generate annual
EBITDA of around $1.2 billion under mid-cycle conditions.
Assuming OCI keeps capital expenditure within a range of $100-200
million p.a. from 2019, while refraining to pay out any cash
dividend to shareholders, Moody's expects that the group will
generate substantial positive free cash flow after capex and
dividends (FCF) under a range of operating profit outcomes. This
should enable it to reduce debt in a timely manner and bring
leverage in line with the Ba2 CFR, including Moody's adjusted
total debt to EBITDA close to 4.0x by the end of 2018.

Moody's considers OCI's liquidity as good. Following completion
of the refinancing transaction, Moody's expect the company to
have $66 million of cash on the balance sheet and availabilities
of $270 million under its $700 million revolving credit facility
(RCF) due 2021 with two extension options of one year each. The
terms and conditions governing OCI's RCF include two maintenance
financial covenants due to be tested semi-annually, including
total net leverage and EBITDA interest cover, under which Moody's
expects the company to have sufficient headroom.

Moody's notes that the group's cash flow profile is influenced by
the seasonality of the nitrogen fertiliser business. Its working
capital requirements are typically the highest just prior to the
start of the northern hemisphere spring planting season. However,
Moody's forecasts that OCI will generate positive free cash flow
on an annual basis. In addition, some of OCI's operating
subsidiaries such as OCI Partners LP, the majority owner of OCI
Beaumont LLC (B2 stable) and EFC, have access to additional
sources of liquidity under revolving credit facilities maintained
locally. Altogether, OCI should have sufficient liquidity to meet
debt maturities of just under $500 million in 2018-2019, $413
million of which are outstanding at the operating subsidiaries'
level.

The two-notch differential between the CFR of OCI, which is the
ultimate holding company of the group, and the B1 rating assigned
to the senior secured notes (SSN) to be issued by OCI reflects:
1) the structural subordination of OCI's creditors to those of
its US and North African operating subsidiaries, whose financial
debt is largely secured against these companies' respective
assets; and 2) the relatively weak guarantor package supporting
OCI's SSN. The Dutch operating companies, which directly
guarantee the notes and bank debt of OCI NV accounted for only
36% of EBITDA in 2017, a percentage that would decline to around
20% in coming years in the absence of any further refinancing
shifting debt towards OCI, the group's ultimate holding company.

In addition, the SSN holders benefit from guarantees provided by
other intermediate holding companies such as OCI Intermediate
B.V., OCI Fertilizer International B.V., OCI Chemicals B.V. and
OCI Fertilizers B.V., which are the indirect owners of the US and
North Africa-based operating subsidiaries. However, the guarantee
obligations of these intermediate holding companies are
structurally subordinated to the creditors of their respective
operating subsidiaries.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that following
the completion of major growth projects, OCI will generate FCF on
a sustainable basis and use it on priority to deleverage its
balance sheet so that it is able to bring Moody's adjusted total
debt to EBITDA towards 4.0x by the end of 2018, and maintain it
close to this level under mid-cycle conditions.

WHAT COULD CHANGE THE RATINGS UP/DOWN

While unlikely in the near term, some upward pressure on the
rating may develop over time should OCI significantly strengthen
its capital structure and demonstrate its ability to consistently
generate positive free cash flow through the cycle so that it
positions its Moody's adjusted total debt to EBITDA and retained
cash flow to net debt metrics sustainably below 3.0x and above
20% under mid-cycle conditions.

The Ba2 CFR could however come under pressure should OCI fail to
(i) ramp up production in line with management's current guidance
and materially increase free cash flow generation and (ii) reduce
debt such that adjusted total debt to EBITDA rises materially
above 4.0x for any prolonged period of time under mid-cycle
conditions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in January 2018.

COMPANY PROFILE

Headquartered in the Netherlands, OCI N.V. is a leading global
producer and distributor of natural gas-based fertilisers and
industrial chemicals, selling products to agricultural and
industrial customers in 57 different countries around the world.
In 2017, OCI reported EBITDA of $479 million on revenue of $2.25
billion.


OCI NV: Fitch Assigns 'BB(EXP)' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned OCI N.V. an expected Long-Term Issuer
Default Rating (IDR) of 'BB'(EXP) with a Stable Outlook. Fitch
has also assigned the Dutch chemicals group's proposed USD1
billion bond an expected senior secured rating of 'BB-(EXP)' with
a Recovery Rating 'RR5'.

OCI's 'BB(EXP)' rating incorporates an overall business profile
commensurate with a 'BBB' category rating and Fitch expectation
that the currently weak 'B' category financial profile will
improve in 2018. The group's lease-adjusted funds from operations
(FFO) net leverage was 9.1x at end-2017, reflecting a large debt-
funded expansion programme and production issues in North Africa.
Fitch rating case forecasts a reduction in net leverage to around
5x at end-2018 on the back of new capacity ramp-ups and a return
to historical utilisation rates in North Africa where production
issues would have been sustainably resolved.

The Stable Outlook reflects Fitch's view that the execution risk
on the capacity ramp-up is low and that volume growth, neutral-to
slightly positive pricing trends and normalised capex levels will
aid OCI's ability to de-leverage to FFO adjusted net leverage of
4.5x by 2020 and maintain an overall credit profile commensurate
with a 'BB' rated entity.

The senior secured bond expected rating of 'BB-(EXP)' reflects
Fitch's assessment of the structure and security of the bond in
relation to existing debt within the OCI consolidated group. The
notes are structurally subordinated to around USD2.7 billion of
secured debt owed by operating subsidiaries of OCI.

KEY RATING DRIVERS

Methanol and Nitrogen Fertiliser Producer: OCI is a diversified
chemical group with a portfolio of products split 50%/50% between
fertilisers (i.e. ammonia, urea, UAN, CAN) and industrial
chemicals (i.e. methanol, melamine, diesel exhaust fuel). OCI is
a top five player in nitrogen fertilisers globally, as well as
methanol going forward. The business profile is supported by the
vicinity of its assets to cost-effective supply sources of
natural gas and end- customers, allowing the group to produce and
distribute at a competitive cost versus other global peers. This
translates into Fitch forecast EBITDA margins of over 30% over
the next three to five years.

Complex Group Structure: Fitch evaluate the group on a
consolidated basis, which reflects Fitch view that OCI has strong
legal, operational and strategic ties with its operating
entities. This partly mitigates OCI's complex structure, with
consolidated earnings derived from fully and partially owned
operating companies in various geographies, and funding
historically raised on a secured basis at both holdco and opco
level. This entails structural subordination risks for debt
holders at OCI level (holdco) - as reflected in the expected
instrument rating - as well as potential restrictions in the
movement of cash within the group, including those imposed by
lenders at opco levels.

Refinancing at Opcos Aids Cashflows: The serviceability of the
holdco debt is partly contingent on OCI's capacity to upstream
cash flows from the opcos. The recent refinancing exercises at
opcos, Iowa Fertilizer Company (IFCO) and OCI Partners (OCIP) and
the ongoing refinancing at Egyptian Fertilizer Company (EFC) have
increased OCI's ability to receive dividends going forward, as
shown by the USD217 million payment made to OCI from OCIP. OCI's
intention to cash-pool at its European assets will help improve
liquidity at the holdco.

Weak but Improving Financial Profile: Under Fitch's base rating
case, FFO adjusted net leverage improves from a high of 9x at
end-2017 to around 4.5x at end-2020, as a result of increasing
volumes, stable-to slightly positive pricing and lower capex.
Fitch base case assumes no dividend payments to OCI's
shareholders until 2021 when Fitch forecast that conditions will
be met for the payment restrictions under the proposed revolving
credit facility-term loan A (RCF-TLA) to be lifted. Fitch also
forecast that the group will start receiving dividends from 50%-
owned US JV Natgasoline (not consolidated) from 2020.

Capex Completion, Ramp-up of Volumes: OCI has recently completed
an extensive USD5 billion investment plan initiated in 2010,
which will support higher production volumes, lower average
maintenance spend and higher FCF generation from 2018. Fitch
forecasts volumes to increase to over 10mtpa tonnes from 2018
from around 7mtpa tonnes in 2017 on the back of production
ramping up at IFCO, subsidiary Sorfert resuming its ammonia
production in Algeria, the Natgasoline JV starting production
from 2H18 and the 100%-owned BioMCN's second methanol production
line (M2) coming online in the Netherlands at end-2018.

Increase in North African Production: One of Sorfert's ammonia
lines was shut down due to a fault with the gas cooling equipment
from May to December 2017, resulting in the overall utilisation
rate decreasing to 56% overall in 2017. Opco Egypt Basic
Industries Corporation (EBIC) also suffered from unavailability
at its jetty at the Sokhna Port from January to July 2017, as it
was used by the Egyptian government to import LNG during a
domestic gas shortage period. These issues have since been
sustainably resolved with both companies operating at normal
levels and Sorfert reporting a utilisation rate of around 90%
year-to date.

Potential Cash Flow Volatility: OCI started implementing a no-
fill policy with forward sales of fertilisers not exceeding one
month, thereby moving away from traditional sales secured by
longer-term contracts with commodity traders. While this allows
the group to capture potential price and margin uplifts, it could
exacerbate cash flow volatility, particularly when pricing
weakens.

Transaction to Refinance Debt: The proposed transaction involves
raising a new USD1.1 billion RCF/Term Loan A and a USD1 billion
bond maturing in 2023 which, along with internal cash at the
holdco, will be used to refinance the existing convertible,
shareholder PIK, secured and unsecured debt at OCI and OCI
Nitrogen (OCIN).

Standard HY Bond Covenants: The expected notes will be secured by
share pledges over BioMCN and OCIN, as well as intermediate
holding companies. The security package will fall away once the
rating is investment grade, and features standard high-yield
incurrence covenants including permitted payments at 4x
consolidated net leverage or below, incurrence of secured
indebtedness at 4.5x or below, with no financial maintenance
covenants included. The bond documentation includes a cross
acceleration clause to operating subsidiaries' debt. The proposed
RCF-TLA benefits from a tighter covenant package than the
proposed bond, with leverage and interest cover tests and a
permitted payment restriction at 3x consolidated leverage.

DERIVATION SUMMARY

Peers of OCI include CF industries Holdings, Inc (BB+/Negative),
Eurochem AG (BB/Negative), Methanex Corp (BBB-/Stable) and Israel
Chemicals Ltd (BBB-/Stable). OCI is smaller than Eurochem, Israel
Chemicals and CF industries but benefits from higher end-market
diversification, with around 40% of sales forecast to come from
industrial chemicals such as methanol, melamine and DEF, and 60%
from fertilisers. This is compared with CF industries' 100%
exposure to fertiliser markets, and Methanex's 100% exposure to
methanol. In terms of geography, OCI is more diversified than
Eurochem, whose assets are mostly in Russia and Europe, but
compared with Methanex is less exposed to Asia.

It has the highest leverage out of its peers, largely due to a
highly ambitious capex programme that has only recently started
to ramp up and operational issues in North African entities.
However, a strong de-leveraging is forecast on the back of
additional volumes, positive pricing trends, a reduction in capex
and the inability to pay substantial dividends until leverage
hits 3.0x under the RCF-TLA documentation.

KEY ASSUMPTIONS

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

- Fertiliser revenue move in line with Fitch's fertiliser price
   assumption trends of USD250/t ammonia Black Sea in 2018 to
   USD300/t in the long term, and USD220/t urea Black Sea in 2018
   to USD250/t in the long term.
- Methanol price assumed to normalise to mid-cycle levels post
   1Q18. Methanol is then assumed flat at USD415/t US Gulf from
   2019 in line with Fitch's flat coal and oil price deck.
- Utilisation rates are adjusted down from management
   projections over the next five years by 10% at Sorfert and
   EBIC, 5% at OCIP and IFCO, and 2% at OCI Nitrogen. Delay by
   one quarter in ramp-ups of BioMCN M2 in 2019 and Natgasoline
   in 2018.
- Successful refinancing at EFC (maturity extension and
   relaxation of covenants). No future refinancing at
   Natgasoline.
- USD150 million restricted cash in operating entities.
- Neutral working capital changes.
- Capex decreasing from around USD300 million in 2018 to USD150
   million-USD200 million over the next five years. No M&As.
- Dividend payments of USD350 million in 2021 and USD450 million
   in 2022 when the proposed 3x leverage incurrence covenant is
   forecast to be met.
- Dividends from Natgasoline of USD50 million in 2020 and USD100
   million from 2021. Dividend payments of around USD100 million
   paid to minorities each year over the next five years.

Key Recovery Assumptions:
- As part of its bespoke recovery analysis, Fitch applied a
   discount of 25% to the 2018 Fitch-estimated EBITDA. Fitch
   estimate that with a 25% discount, the group should be cash
   flow-neutral, while paying its cash interest, distressed
   corporate tax and maintenance capex.
- In a distressed scenario, Fitch believes that a 5.0x multiple
   reflects a conservative view of the going concern value of the
   business.
- As per its criteria, Fitch assumes the RCF to be fully drawn
   and takes 10% off the enterprise value (EV) to account for
   administrative claims.
- The proposed RCF-TLA of USD1.1 billion and the proposed USD1
   billion bonds will be structurally subordinated to around
   USD2.7 billion debt at the opcos, which benefit from stronger
   security. The proposed RCF-TLA rank pari-passu with one
   another and are secured by the same security package, with
   immaterial super senior liabilities ranking above them.
   Considering the prior-ranking debt at the opcos, the
   debtholders would achieve a recovery of 21%, resulting in an
   expected instrument rating of 'BB-(EXP)'/'RR5' with 21%
   recoveries.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Successful ramp-up of volumes and continued high utilisation
   rates, resulting in debt reduction and FFO adjusted net
   leverage approaching 3.5x.
- Sustained positive FCF.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- A slower-than-expected ramp-up of new capacity and volumes,
   and/or pricing pressure resulting in FFO adjusted net leverage
   remaining above 4.5x in 2020 and beyond
- Significant capex and/or acquisitions impacting OCI's ability
   to de-leverage

LIQUIDITY

Healthy Post-Financing Liquidity: The financing exercise will
enable OCI to push out its maturities further, reduce its debt
costs and repay upcoming debt maturities.

Post-transaction closing, OCI will have an undrawn amount of
USD270 million available under the RCF and around USD66 million
of available cash at the holdco. This, along with positive
consolidated FCF of over USD300 million, will be adequate to meet
2019 maturities of USD270 million, including USD120 million at
holdco (amortisation of TLA and trading maturities) and USD150
million at operating subsidiaries. Fitch restricts USD150 million
of cash within its calculations as cash that is trapped within
opcos and is required for operational purposes.


OCI NV: S&P Assigns Preliminary BB- Issuer Credit Rating
--------------------------------------------------------
S&P Global Ratings said that it had assigned its 'BB-'
preliminary long-term issuer credit rating to OCI N.V., a
Netherlands-based producer of nitrogen fertilizers and industrial
chemicals. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'BB-'
issue rating to OCI's proposed $1 billion-equivalent euro- and
U.S. dollar-denominated senior secured notes with five-year
maturity. The preliminary recovery rating on the notes is '4',
reflecting our expectation of 30%-50% recovery (rounded estimate:
45%) in the event of a payment default.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction." The preliminary ratings should therefore not be
construed as evidence of final ratings. If S&P Global Ratings
does not receive final documentation within a reasonable time, or
if the final documentation and final terms of the transaction
depart from the materials and terms reviewed, S&P Global Ratings
reserves the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, utilization of the
proceeds, maturity, size and conditions of the facilities,
financial and other covenants, security, and ranking.

The rating primarily reflects OCI's very steep deleveraging
trend, with funds from operations (FFO) to debt strengthening to
around 20% in 2018-2019, despite the very high leverage OCI
reported on Dec. 31, 2017, translating into nearly 9.0x S&P
Global Ratings-adjusted debt to EBITDA and FFO to debt of 5.5%.
The elevated leverage in 2017 was due to bottom-of-the-cycle
conditions in the nitrogen fertilizer market and extensive
capital spending (capex) programs that are now coming to an end.

S&P said, "From 2018, we expect OCI will show substantially
improved credit metrics, driven by increased volumes and higher
capacity utilization across new and existing assets in a
recovering market environment for both fertilizers and methanol.
We anticipate the company's adjusted EBITDA in 2018 will be
around $1.1 billion, up from $525 million in 2017. The completion
of large capex programs will lead to materially reduced capex and
strong free cash flow generation, which we anticipate OCI will
use for deleveraging.

"The ongoing strengthening in EBITDA and cash flow owes also to
large cash dividends to be received from Natgasoline, a joint-
venture (JV) owned 50% by OCI. We anticipate cash upstreamed from
Natgasoline will exceed $200 million in 2018 following a planned
dividend recapitalization and reduction to a normalized level of
$80 million-$90 million in 2019. As a result, we expect adjusted
debt to EBITDA will more than halve to below 4.0x in 2018 and
further improve to around 3.5x in 2019. We view OCI's financial
risk profile as aggressive."

OCI is a global producer and distributor of nitrogen-based
fertilizers and commodity chemicals, primarily methanol. The
product portfolio comprises ammonia, urea, calcium-ammonium
nitrate, urea-ammonium nitrate, methanol, melamine, and diesel
exhaust fluid. The group generated $2.25 billion sales and
reported an EBITDA of $479.2 million in 2017. On April 9, 2018,
OCI launched the issuance of $1.0 billion new senior secured
notes due 2023 at the holding company level (OCI N.V.).
Concurrently, OCI is refinancing its existing $660 million credit
facility into new $1.1 billion senior secured credit facilities
(not rated) including a four-year $400 million term loan A
(denominated in euro) and a five-year $700 million multi-currency
revolving credit facility.

OCI enjoys a favorable position on the global cost curve in both
nitrogen fertilizers and methanol, thanks to its access to low-
cost natural gas feedstock in the U.S. and very competitive long-
term gas supply agreements in North Africa. As a result, OCI's
EBITDA margin has been above the industry average and higher than
that of European peers like Yara and EuroChem. S&P expects
margins to improve materially in the next two years, driven by
higher plant efficiency following the ramp-up of existing and new
assets with strong margins (IFCo, Sorfert).

OCI has invested more than $5 billion in acquisitions (BioMCN,
methanol producer in the Netherlands), large-scale green-field
projects (IFCo, nitrogen fertilizer plant in the U.S.;
Natgasoline, methanol production facility in the U.S.), and
continued operational improvements since 2010. As a result, total
production capacity will increase by over 50% from 2016 levels to
a run-rate of 13.4 million metric tons per year in 2019
(including 50% capacity of Natgasoline). The transformative capex
projects are now nearing completion, which will lead to a
considerable increase in production volume and very low
maintenance capex.

All of OCI's plants are strategically located near end markets
with good logistical infrastructure and easy access to natural
gas supply. IFCo is located in the center of the Midwest Corn
Belt, with the highest demand for nitrogen fertilizer products in
the U.S. Natgasoline and OCI Beaumont are located on the Texas
Gulf Coast with easy access to domestic U.S. demand and
international markets, including Europe and Asia. The North
African assets focus on exports to European markets and benefit
from freight advantages to Europe, thanks to proximity and import
duty exemptions.

In addition, OCI holds strong market positions, though in a very
fragmented market. The company is globally the No.4 producer of
nitrogen fertilizer and the No.5 methanol producer by capacity.

A rating constraint is OCI's relatively modest size in the global
nitrogen fertilizer market. With revenues of $2.25 billion in
2017, OCI is smaller than industry peers like Yara, CF
Industries, and EuroChem in nitrogen fertilizer production, and
smaller than Methanex, CEL, Zagros, and SABIC in methanol
production.

Moreover, OCI has significant concentration in terms of both
geography and manufacturing footprint. With 53% of group revenues
in 2017 generated in Europe and 28% in North America, OCI has a
high concentration on developed markets. There is also certain
concentration in OCI's asset base because a significant share of
assets is located in countries we classify as high risk. For
example, based on the 2019 run-rate capacity, 33% of production
assets are located in Egypt and Algeria. Excluding the 50% JV,
Natgasoline, the share of North Africa production capacity is
even higher at 35%.

Execution risks remain as regards the completion of OCI's current
projects (Natgasoline and BioMCN), given the large scale of OCI's
production facilities, the history of significant delays for the
more technologically complex structures, and cost overruns in
carrying out some green-field projects. While the projects'
nearing completion somewhat mitigates these risks, the pace of
ramping up volumes at IFCo and maintaining high utilization
across other assets is not fully assured.

OCI's financial policy is focused on deleveraging. This is
illustrated by the company's clearly defined aim to use its free
operating cash flow to reduce reported gross debt so as to reach
the policy target of reported net debt to EBITDA of about 2.0x.
S&P expects no dividend payout until the net leverage target has
been achieved.

S&P said, "The stable outlook reflects our view that OCI will
show a substantial strengthening in operating performance and a
steep deleveraging in 2018. We anticipate that this will follow
the ramp-up of volumes and higher capacity utilization across new
and existing assets in the recovering market environment for both
fertilizers and methanol, along with the large cash dividend
anticipated from Natgasoline. The completion of large capex
programs will lead to materially reduced capex and continuous
strong free cash flow generation, which we expect OCI will use
for deleveraging. The stable outlook also factors in our
expectation that the company's FFO-to-debt ratio will approach
20% in 2018 and exceed 20% in 2019.

"We could raise the rating if the expected improvement in
operating performance, driven by successful completion of current
expansion projects and volume ramp-up, were to materialize in the
next 12-18 months, such that the adjusted FFO to debt was
consistently and sustainably above 20%. In such a case, the
company would also demonstrate sustained generation of
significant free cash flow over a cycle and a financial policy in
line with a higher rating.

"We could lower the rating if the improvement in operating
performance and the subsequent deleveraging were below our
expectations, such that adjusted FFO to debt remained below 20%.
This could follow weaker-than-expected market conditions, slower
ramp-up of production volumes and lower plant efficiency because
of unexpected operational issues, or a significant delay in
completing the remaining capex projects. In addition, negative
free cash flow, insufficient headroom under financial covenants,
or a less supportive financial policy than we expected would also
result in downward pressure on the rating."


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R U S S I A
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BANK OTKRITIE: S&P Alters Outlook to Pos. & Affirms 'B+/B' ICRs
---------------------------------------------------------------
S&P Global Ratings revised its outlook to positive on Russia-
based Bank Otkritie Financial Co. (BOFC). S&P also affirmed its
'B+/B' long-term and short-term issuer credit ratings on the bank
and removed the 'B+' long-term ratings from CreditWatch
developing where it placed them on Aug. 31, 2017.

S&P subsequently withdrew its ratings on BOFC at the bank's
request.

S&P said, "The affirmation of our ratings on BOFC reflects that
the bank's financial standing has stabilized following receipt of
government capital support, and our expectation that the new
management team will develop and implement a restructuring
strategy that will further strengthen the bank. We also take into
account the bank's very high level of problem assets,
implementation risks related to the transformation and the merger
of BOFC and B&N Bank in a tough Russian operating environment
that has high and intensifying competition and still weak lending
demand. This is reflected in our stand-alone credit profile
(SACP), which we assess at 'b' for BOFC. In addition, the ratings
on BOFC incorporate one notch of uplift above the SACP to reflect
our view of a moderate likelihood of extraordinary government
support in case of need."

In December 2017, BOFC received capital support of Russian ruble
456.2 billion (about US$8 billion) from the Central Bank of
Russia (CBR), which enabled it to cover large incurred losses at
BOFC, Rosgosstrakh PJSC, and three pension funds that were
consolidated in the group earlier in 2017. The support also
enabled BOFC to build substantial capital buffers on a stand-
alone basis and comply with regulatory capital requirements.
Although the group's capitalization at the consolidated level
remains weak, S&P expects that it will further improve following
the expected carve out of Trust Bank within the next three to six
months and implementation of further steps according to the
restructuring strategy.

S&P said, "Provided that the Trust Bank carve-out takes place as
expected and other developments are in line with the current
restructuring plans, we forecast that the group's risk-adjusted
capital (RAC) ratio will improve to sustainably above 5.0% in the
next 12-18 months. We think that the announced merger of BOFC
with B&N Bank, which has also received capital support from the
CBR, will provide additional support to the group's
capitalization upon the completion of the merger, which is
currently expected in 2019. We expect that BOFC will demonstrate
around 12%-15% growth of its business in the next two years, with
a particular emphasis on retail lending, supported by the newly
appointed, experienced management team. We think that the focus
on retail business and management's efforts to bring down the
bank's cost of funds will support its net interest margin.

"Our assessment of the group's risk position remains a negative
rating factor. This reflects a substantial volume of
nonperforming assets at the group level, close to 25% of the
gross portfolio, according to our estimate. At the same time, we
do not expect material new loan loss provisions because we think
that most of the existing problem loans have been identified and
provisioned." However, the expected integration with B&N Bank may
represent additional challenges for the management team and
additional operational risks for the group.

The CBR is currently considering the creation of a special-
purpose vehicle -- a problem asset bank -- based on Trust Bank.
There is also a possibility that BOFC might transfer some problem
assets to this entity. S&P said, "In our view, such a transfer
could lead to a substantial further improvement of BOFC's asset
quality and risk profile. However, we do not currently
incorporate this into our forecasts, since no final decision has
been made."

S&P said, "Our assessment of the business position remains a
negative rating factor, reflecting the group's significant
ongoing restructuring and business transformation. Within the
next 12 months, BOFC will merge with Rosgosstrakh Bank and B&N
Bank, while the group's three nonstate pension funds will be
merged into one. Moreover, a number of important details
regarding the group's strategy remain under development as part
of the restructuring strategy.

"We think that it will take time for management to implement a
successful restructuring and for the bank to support growth
through stable earnings generation. At the same time, we
recognize that the bank's business position will likely be
supported by its large market share, material geographic
footprint in Russia, large number of customers served, and status
as a state-owned bank. Moreover, we think that the previous
experience of the new management team in integration and
transformation should be helpful in the implementation of the
restructuring strategy.

"We assess the bank's funding as average and its liquidity as
adequate, which reflects that, over the past five months, the
bank's funding profile has largely stabilized, first owing to the
CBR funding, and subsequently owing to gradual stabilization of
customer deposits and steadily diminishing reliance on CBR
funding over the first three months of 2018. In our view, the
bank's liquidity buffers are supported by substantial investments
in uncollateralized government bonds, which, together with a cash
buffer, represented about 26% of the bank's liabilities as of
Feb. 1, 2018.

"Our view of a moderate likelihood of extraordinary government
support for BOFC in case of need results in one notch of uplift
to the bank's SACP of 'b', resulting in the long-term issuer
credit rating of 'B+'. Moreover, we think that the probability of
extraordinary government support may increase after the merger
with B&N Bank is completed, provided that the CBR retains its
control over the bank and the restructuring strategy does not
materially change. The group, integrating B&N Bank, will be the
third-largest banking group in Russia in terms of retail
deposits, with a market share of about 3.5%, and the fifth-
largest in terms of total assets. We think that a default of the
enlarged group, all else being equal, would have substantial
reputational costs for the CBR.

"At the time of withdrawal, the outlook was positive, reflecting
our view that the group's systemic importance, and therefore the
probability of extraordinary government support, might increase
after the merger with B&N Bank, provided that all developments
are in line with expectations and the restructuring strategy
remains solid and fully supported by the CBR. The positive
outlook also reflects our expectation that the group's
creditworthiness will likely gradually strengthen in the next 12-
18 months, owing to the expected improvement of its risk profile
following the planned carve out of Trust Bank and the possible
transfer of some problem assets from BOFC's balance sheet to a
specially created problem assets bank."


MANGISTAU ELECTRICITY: Fitch Affirms BB- IDR, Off Watch Negative
----------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Mangistau Electricity
Distribution Network Company's (MEDNC) Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'BB-' and removed it from Rating
Watch Negative (RWN). The Outlook is Stable.

MEDNC's rating is aligned with that of Limited Liability
Partnership Kazakhstan Utility Systems (KUS, BB-/Stable), its
majority shareholder (50.19% of equity or 52.63% of ordinary
shares) -- as following the expected partial refinancing of debt
in April 2018, KUS will guarantee about 50% of MEDNC's debt.

Fitch assesses the company's standalone profile as commensurate
with the mid-'B' rating category. This reflects its moderate
credit metrics, small size, industry and customer concentration
and Fitch's expectation of negative free cash flow (FCF). The
rating also takes into account long-term tariff regulation,
despite below-inflation expected tariff growth over 2018-2020,
sound-quality counterparties, and a near-monopoly position in
electricity transmission and distribution in the Region of
Mangistau.

KEY RATING DRIVERS

Guarantees Drive Alignment: At the end of 2017 and the beginning
of 2018 KUS boosted its stake in MEDNC to 52.63% of the ordinary
shares. In March 2018 MEDNC signed loan agreement with the EBRD
for KZT12.3 billion and USD5.3 million, which will be guaranteed
by KUS. The funds are to be used primarily for debt refinancing
and capex funding. In April 2018 the company expects to draw down
about KZT7 billion for refinancing a loan from Bank Centercredit
(B/Stable) for about KZT6 billion and maturing KZT1.5 billion of
commercial bonds.

As a result, about 50% of MEDNC's debt will be guaranteed by KUS
and Fitch expect that this share might increase further once the
company draws down the remaining amount. This supports the strong
legal ties between MEDNC and KUS and drives the alignment of
MEDNC's rating with that of KUS, although Fitch assess the
operational and strategic ties between the companies as moderate.

Improved Performance: MEDNC reported strong 9M17 results. Its
revenue and EBITDA reached KZT8.4 billion and KZT3.9 billion
respectively, up 11% and 27% yoy, mainly on the back of an
approved tariff increase and a reduction in costs related to the
purchase of electricity losses. This resulted in an increase in
EBITDA margin to about 47% in 9M17 from about 38% in 2016. Fitch
expect MEDNC's EBITDA margin to average 46% over 2018-2021.

Capex Drives Leverage Increase: Fitch expect the company to
continue to generate healthy cash flow from operations of about
KZT3.5 billion on average over 2017-2020. However, its FCF is
likely to remain significantly negative during this period due to
a KZT18.6 billion government-approved capex programme, which will
add to funding requirements. Fitch expects funds flow from
operations (FFO) gross adjusted leverage to increase to about
3.6x on average over 2017-2020 from about 3.3x on average over
2015-2016. It will however remain comfortably within Fitch
guidelines for the current standalone profile.

Long-Term Tariffs: In November 2015 the regulator approved the
long-term tariffs for MEDNC for 2016-2020. Tariffs for legal
entities, which represent over 70% of MEDNC's distribution
volumes, increased by 12% on average in 2016-2017, but the growth
rate will go down to only 0.5% on average in 2018-2020. Long-term
tariffs add visibility to the company's cash flows, but below-
inflation tariff growth is a drag on the company's credit
profile.

Near-Monopoly Position: MEDNC's credit profile is supported by
the company's near-monopoly position in electricity transmission
and distribution in the Region of Mangistau, one of Kazakhstan's
strategic oil- and gas-producing regions. It is also underpinned
by prospects for economic development and expansion in the
region, in relation to both oil and gas and transportation, and
by favourable long-term tariffs.

Small Scale, Concentrated Customer Base: The business profile is
constrained by MEDNC's small scale of operations limiting the
company's cash-flow generation capacity, high exposure to a
single industry (oil and gas) and, within that, high customer
concentration (the top seven customers accounted for 71% of
distribution volumes in 2017). The latter is somewhat mitigated
by prepayment terms under transmission and distribution
agreements.

DERIVATION SUMMARY

MEDNC is a small electricity distribution company in western
Kazakhstan. It has a weaker business profile than transmission
companies, PJSC Federal Grid Company of Unified Energy System
(FedGrid, BBB-/Positive) and Kazakhstan Electricity Grid
Operating Company (KEGOC, BBB-/Stable), which operate nationwide,
have higher geographic diversification and lower volume risk. It
is also weaker than PJSC Moscow United Electric Grid Company
(MOESK, BB+/Stable) due to lower customer diversification, a
smaller scale of operations and less favourable geography of
operations. MEDNC and its peers are subject to regulatory
uncertainties influenced by macroeconomic shocks and possible
political interference. Their investment programmes are usually
sizeable.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Domestic GDP growth of 3%-3.4% in 2018-2021 and inflation of
   5%-6.5% in 2018-2021
- Electricity distribution volumes increase slightly below GDP
   growth
- Electricity distribution tariff growth as approved by the
   regulator until 2020 and slightly below inflation in 2021
- Cost inflation slightly below expected CPI to reflect the
   company's cost control efforts
- Capex for 2018-2020 in line with the government-approved
   level, and at around 2020 level in 2021
- Dividend payments of 15% of IFRS net income over 2018-2021
- Partial refinancing of existing debt with the EBRD loan,
   guaranteed by the parent

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Positive rating action on MEDNC's parent KUS, assuming the
   links remain strong
- Enhancement of the business profile, such as diversification
   and scale with only a modest increase in leverage, would be
   positive for the standalone profile.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Negative rating action on MEDNC's parent KUS
- Weakening of legal ties (ie significantly lower share of
   guaranteed debt compared to Fitch assumptions)
- A weaker financial profile leading to FFO-adjusted gross
   leverage persistently higher than 5x, would be negative for
   the standalone profile, but may not lead to negative rating
   action, if a significant share of debt continues to benefit
   from KUS's guarantees.

LIQUIDITY

Manageable Liquidity: At end-2017 MEDNC's cash balance totalled
KZT0.4 billion against short-term debt of KZT2.9 billion and
Fitch-expected negative free cash flow of KZT1.7 billion.
However, in March 2018 MEDNC signed a loan agreement with the
EBRD for KZT12.3 billion and USD5.3 million (KZT1.7 billion)
which will be partly used to repay KZT1.5 billion of commercial
bonds maturing in June 2018 and an around KZT6 billion loan from
of Bank Centercredit (B/Stable).

FULL LIST OF RATING ACTIONS

Long-Term Foreign- and Local-Currency IDRs: affirmed at 'BB-',
off RWN, Outlook Stable
Short-Term Foreign-Currency IDR: affirmed at 'B'
National Long-Term Rating: affirmed at 'BBB+(kaz) ', off RWN,
Outlook Stable
Foreign- and local-currency senior unsecured ratings (including
that on KZT1.7 billion, KZT2.4 billion, KZT2.5 billion and KZT1.5
billion bonds): affirmed at 'BB-', off RWN.
Expected senior unsecured rating of 'BB-(EXP)'/ RWN for KZT7.5
billion 14.5% five-year domestic bonds: withdrawn as the company
has decided not to proceed with the bond issuance at the moment.


SIBUR HOLDING: Fitch Affirms BB+ IDR, Changes Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed petrochemical group PAO SIBUR
Holding's Long-Term Issuer Default Rating (IDR) at 'BB+' and
revised its Outlook to Positive from Negative.

The Positive Outlook reflects SIBUR's comfortable leverage
throughout its intensive investment cycle, the reduced execution
risk on the ZapSib project and the expected strengthening of its
business profile once the project is launched in late 2019. SIBUR
outperformed Fitch 2017 base case with funds from operations
(FFO) adjusted net leverage at 2.0x. Fitch now forecast the ratio
at 2.2x-2.3x until 2019 and below 2x thereafter as the company
comes out of its intensive investment cycle and as capacity from
ZapSib project comes on stream. This contrasts with Fitch
previous leverage expectations of 3x in 2018 and 2.7x in 2019 on
the back of higher capex and lower EBITDA forecasts.

KEY RATING DRIVERS

ZapSib Enhances Business Profile: SIBUR's business profile is
commensurate with the 'BBB' category rating and is underpinned by
its scale, sales mix balanced across energy and petrochemical
products, and higher-than-average margins owing to contracted
long-term access to low-cost feedstock. ZapSib, a multi-billion-
dollar project, will add 2 million tonnes (mt) of polyethylene
and polypropylene per annum from late 2019 to SIBUR's existing
1mt polymer capacity. Thus, after 2020 the share of polyolefins
sales is expected to increase towards 45% from below 20% in 2017,
reducing the current 30% share of more volatile oil-linked energy
products.

Reduced Execution Risk at ZapSib: The Positive Outlook captures
Fitch view that the execution risk on the ZapSib project is
limited, with more than 70% completed at end-2017 and nearly USD4
billion of capex remaining in 2018-2020 to be covered almost
equally from SIBUR's operational cash flows and committed long-
term ZapSib-related credit lines. This is also supported by
SIBUR's proven track record of completing large-scale greenfield
projects such as Tobolsk Polymer in the past.

Comfortable Leverage Despite Large Capex: According to Fitch
forecasts, SIBUR should keep its leverage within the comfortable
2.0x-2.5x range in 2018-2019 while capex-to-sales remains high at
around 25%, driven by ZapSib. Fitch currently expect SIBUR to
deleverage to below 2x by 2020 as ZapSib starts generating
operating cash flow. Fitch also assume that the next big
greenfield project does not start increasing capex before 2021.

SIBUR outperformed Fitch earlier net leverage expectations of
2.7x at end-2017 and 3x at end-2018. Net leverage came at 2.0x at
end-2017 primarily on the back of lower capex. Fitch now forecast
SIBUR's net leverage to peak at 2.3x at end-2018 as Fitch oil
price deck for 2018 is up 10% on last-year's, while capex is
assumed to remain flat in 2018.

Another Big Greenfield Project: Fitch base case assumes that
SIBUR will embark on the Amur Gas Chemical Complex (Amur GCC)
project in the Russian Far East after 2020. Amur GCC will process
ethane from PJSC Gazprom's (BBB-/Positive) gas processing plant
connected to the Power of Siberia gas pipeline, which is
currently under construction, and have a polyethylene capacity of
1.5 mt. The completion of Amur GCC is not expected earlier than
2024. Fitch project the first significant Amur GCC-related capex
outlay to take place in 2021 and estimate that the project's
scale will lead to a material increase in leverage.

Markets With Divergent Trends: Fitch expect SIBUR's energy
products revenue, excluding inflation-driven natural gas sales,
to follow Fitch's flat USD57.5/bbl Brent oil price deck while its
share in total sales should drop as ZapSib will use liquefied
petroleum gas (LPG) as feedstock. In polyolefins, Fitch expect a
low single-digit price increase across all products except for
polyethylene, which Fitch expect to be under pressure in 2018-
2019 and recover afterwards as the markets absorb new US
capacity. Fitch assume broadly flat rubber prices, while prices
for intermediate products should have a moderate correlation with
oil prices.

Moderate Oil and FX Exposure: Fitch estimates that higher oil
prices coupled with a stronger rouble would have a roughly
neutral effect on SIBUR's leverage. Prices for its products and
operating costs have varying degrees of correlation with oil
prices and the rouble, but an increase in oil prices and rouble
appreciation would cumulatively lead to lower rouble-based
EBITDA, according to Fitch projections. Fitch expect that such a
reduction should be offset by lower capex, dividends and net
debt, resulting in a limited impact on EBITDA-based leverage.

DERIVATION SUMMARY

SIBUR has larger production scale and stronger product and
geographical diversification than its global petrochemical peers
Methanex Corp. (BBB-/Stable) and NOVA Chemicals Corporation (BBB-
/Negative), similar to Westlake Chemical Corporation (BBB/Stable)
and behind Saudi Basic Industries Corporation (SABIC, A+/Stable)
and Ineos Group Holdings S.A. (BB+/Stable). SIBUR's advantageous
cost position underpins its strong EBITDAR margins that are
sustainably above 30%, just behind SABIC's and Methanex's levels
and ahead of other global peers' that are in the 15%-20% range.

SIBUR's end-2017 leverage of 2x remains the lowest among its
global peer group, behind that of higher-rated SABIC and stronger
than that of the rest of its peers. Higher-levered Westlake, NOVA
and Methanex are projected to delever towards 2x in the medium
term, while SIBUR is expected to remain slightly above 2x in
2018-2019 and move comfortably below 2x once its large-scale
ZapSib project starts contributing to operational cash flows.

No parent/subsidiary linkage or Country Ceiling considerations
are applicable to the ratings. SIBUR's ratings have been
moderately affected by the operating environment in Russia.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Brent oil price flat at USD57.5/bbl in 2018-2021;
- USD/RUB at 58 in 2018 and 59 thereafter;
- prices of energy products (excluding natural gas) generally
   follow oil price movements;
- minor changes in most polymer prices except polyethylene,
   which is set to recover after high single-digit 2018-19
   pressure;
- petrochemical sales to increase, gradually replacing over half
   of LPG sales when ZapSib ramps up in 2020-2021;
- capex/sales averaging around 25% in 2018-2019, declining to
   15% in 2020 and back to above 20% after 2020;
- dividend payout of 25% of net income.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Completion and ramp-up of ZapSib coupled with FFO net adjusted
   leverage sustainably at or below 2.0x
- Positive free cash flow (FCF) generation

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Material deterioration in the company's cost position or in
   access to low-cost feedstock
- Aggressive capex or material ZapSib delays driving FFO
   adjusted net leverage above 2.0x could result in the
   stabilisation of the Outlook

LIQUIDITY

Adequate Liquidity: SIBUR's end-2017 cash balance of RUB48
billion covered its RUB30 billion short-term debt, while its
committed long-term credit lines of RUB132 billion, mostly
associated with the ZapSib project, cover Fitch-projected RUB40
billion negative free cash flow in 2018.

No Subordination Risk Envisaged: SIBUR's USD500 million Eurobond
does not face subordination issues arising from the ZapSib
financing. Debt raised at PAO SIBUR Holding and at the ZapSib
subsidiary from Russia's National Welfare Fund and Russian Direct
Investment Fund is not contractually senior to the notes. The
structural seniority of ZapSib debt will materialise once it
becomes cash-generative in 2020. However, Fitch expect debt at
ZapSib to remain around RUB200 billion in 2018-2021, below
Fitch's 2x-2.5x prior-ranking debt to group EBITDA guidance,
resulting in no subordination risk for noteholders.

FULL LIST OF RATING ACTIONS

PAO SIBUR Holding
Long-Term Foreign-Currency IDR: affirmed at 'BB+'; Outlook
revised to Positive from Negative
Short-Term Foreign-Currency IDR: affirmed at 'B'
Local-currency senior unsecured rating: affirmed at 'BB+'

SIBUR Securities Designated Activity Company
Foreign-currency senior unsecured rating: affirmed at 'BB+'


=========
S P A I N
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LSFX FLAVUM: Moody's Lowers CFR to B2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the
corporate family rating (CFR) and to B2-PD from B1-PD the
probability of default rating (PDR) of LSFX Flavum Holdco, S.L.U,
the intermediate holding company of Spain-based frits, glazes and
ceramic colours producer Esmalglass-Itaca ("E-I" or "group"). At
the same time, Moody's downgraded to B2 from B1 the instrument
rating on the EUR375 million senior secured term loan B and the
EUR60 million senior secured revolving credit facility, raised by
LSFX Flavum Bidco, S.A.U., a direct subsidiary of the group. The
outlook on all ratings was changed to stable from negative.

"The downgrade to B2 reflects E-I's weaker than expected results
for the full year 2017, particularly as to earnings and cash flow
generation, leading to a deterioration in credit metrics which
Moody's predict to remain inadequate for a B1 rating in the
foreseeable future", says Goetz Grossmann, Moody's lead analyst
for E-I. "For instance, due to significant earnings pressure
resulting from higher raw material costs and sizeable foreign
exchange losses, the group's leverage as adjusted by Moody's
increased to around 6.4x debt/EBITDA. In addition, free cash flow
generation turned unexpectedly negative, driven by a substantial
working capital build-up besides increased investments in
capacity expansions", adds Mr. Grossmann.

RATINGS RATIONALE

The downgrade to B2 follows E-I fiscal year 2017 results, which
remained behind Moody's expectations as to several aspects.
Firstly, despite healthy 10.4% revenue growth year over year
(yoy) to EUR429 million in 2017, fuelled by strong demand,
especially in the body stains and frits and glazes segments, E-
I's company-adjusted EBITDA declined to EUR77 million (-1.9%
yoy). Implying a 2%-points reduction in its company-adjusted
EBITDA margin to 17.7% in 2017, profitability in the second half
of the year (15.9% EBITDA margin) was particularly pressured by
rising raw material prices (e.g. cobalt, zinc), which the group
was unable to immediately pass through to its customers. In
addition, strong competition and persistent price pressure in the
Chinese inkjet inks business squeezed profitability throughout
the year. As a result of the earnings decline, which was further
driven by sizeable foreign exchange losses and write-downs of
overdue receivables in Iran and Syria, E-I's leverage on a
Moody's-adjusted basis rose to 6.4x debt/EBITDA at the end of
2017, thereby exceeding the current 5x maximum leverage guidance
for a B1 rating. Although Moody's expects volume growth in most
of E-I's product segments to continue to support topline and
earnings growth in the mid-single-digits in 2018 and next year,
driven by an ongoing recovery in construction activity in
Southern Europe and solid growth in Far East (e.g. India), but
also measured selling price increases for traditional product
group's, credit metrics will likely remain weak over the next two
years. In particular, E-I's leverage is expected to stay at
elevated levels with Moody's-adjusted debt/EBITDA declining to
below 5.5x only by the end of 2019.

More positively, Moody's recognizes the group's still healthy
margins and expects free cash flow (FCF) generation to turn
positive from 2018 onwards, after falling to EUR18 million
negative in 2017. This was mainly due to a sizeable working
capital related cash drain (combination of strong topline growth,
higher inventory costs and late collection of receivables in
certain countries such Brazil, India, Syria or Iran), but also
higher investments in footprint expansions in Vietnam and Brazil.
However, assuming working capital consumption to noticeably
reduce (EUR5-10 million in Moody's base case) as well as lower
capital expenditures in 2018 and 2019, Moody's forecasts FCF to
improve to around EUR20 million per annum in the near term.
Likewise, this should also bolster the group's liquidity
position, which Moody's still regards as good.

LIQUIDITY

E-I's liquidity is good, supported by around EUR26 million of
cash on the balance sheet and approximately EUR56 million
availability under its committed EUR60 million revolving credit
facility as of December 31, 2017. The assessment further
recognizes projected funds from operations of more than EUR50
million over the next 12-18 months, which together sufficiently
cover the group's basic cash needs, including capital
expenditures of more than EUR20 million annually and moderate
working capital needs.

While there is a springing covenant defined in the loan
documentation (Senior Secured Net Leverage Ratio; to be tested
when more than 40% of the RCF is utilized), Moody's expects the
group to retain ample headroom under the covenant at all times.

RATING OUTLOOK

The stable outlook reflects Moody's view of E-I to maintain its
current profitability (e.g. Moody's-adjusted EBITDA margins of
around 17%) and to return to modest organic profit growth in
2018. This should facilitate de-leveraging to well below 5.5x
Moody's-adjusted debt/EBITDA over the next two years, while the
stable outlook further assumes E-I to achieve positive free cash
flow generation from 2018 onwards.

WHAT COULD CHANGE THE RATING UP / DOWN

Upward pressure on the rating would develop, if E-I's (1)
leverage declined sustainably below 5x Moody's-adjusted
debt/EBITDA, (2) Moody's-adjusted EBITDA-margins recovered to
well above 15%, and (3) free cash flow turned positive, resulting
in mid-single-digit FCF/debt metrics.

Downward pressure on the rating would build, if (1) the group was
unable to reduce leverage sustainably below 6x Moody's-adjusted
debt/EBITDA; (2) profitability weakened with Moody's-adjusted
EBITDA margins falling well below 15%, (3) FCF remained negative
and/or liquidity were to weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in January 2018.

Headquartered Villarreal, Spain, the Esmalglass-Itaca Group is a
world leading manufacturer of intermediate products for the
global ceramic tile industry. The group's offering comprises a
full range of products, which determine the key properties of
floor and wall tiles including surface colors, glazing products
and body coloring materials. In 2017, the group reported sales of
around EUR429 million and EBITDA of about EUR77 million.


RURAL HIPOTECARIO I: Fitch Raises Class E Notes Rating to CCC
-------------------------------------------------------------
Fitch Ratings has upgraded two tranches of Rural Hipotecario
Global I, FTA, affirmed three tranches, and removed them all from
Rating Watch Evolving (RWE). The Outlooks are Stable Outlooks.

The transaction is a securitisation of first-ranking residential
and some commercial mortgage loans originated and secured on
properties located in Spain, originated by 11 sellers.

KEY RATING DRIVERS
European RMBS Rating Criteria
The rating actions reflect the application of the European RMBS
Rating Criteria. Fitch placed the ratings on RWE on 5 October
2017 pending the criteria's publication.

Stable Performance; Sufficient Credit Enhancement
The ratings actions reflect the transaction's stable asset
performance, supported by high seasoning, and sufficient credit
enhancement (CE) available to support the rated notes.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could
have negative rating implications, especially for junior tranches
that are less protected by structural CE.

The rating actions are:

Class A (ISIN: ES0374273003) affirmed at 'AA+sf'; off RWE;
Outlook Stable
Class B (ISIN: ES0374273011) affirmed at 'A+sf'; off RWE; Outlook
Stable
Class C (ISIN: ES0374273029) upgraded to 'Asf' from 'A-sf'; off
RWE; Outlook Stable
Class D (ISIN: ES0374273037) upgraded to 'BBBsf' from 'BB+sf';
off RWE; Outlook Stable
Class E (ISIN: ES0374273045) upgraded to 'CCCsf' from 'CCsf';
maintained RE at 80%


VOUSSE CORP: Judge Commences Liquidation Phase
----------------------------------------------
Reuters reports that Vousse Corp SA said a judge has opened the
liquidation phase for the company.

Vousse Corp, S.A. provides medical aesthetic and laser hair
removal services under the suavitas brand primarily in Spain.


===========
T U R K E Y
===========


RONESANS GAYRIMENKUL: Moody's Assigns Ba2 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 corporate family
rating (CFR) to Ronesans Gayrimenkul Yatirim A.S. (RGY), one of
the largest retail focused commercial property company in Turkey.
In addition, Moody's has assigned a Ba2 rating to the proposed
benchmark size senior unsecured notes issued by RGY. The outlook
on all ratings is stable.

"RGY's Ba2 rating reflects the high quality retail property
portfolio across Turkey with a stable tenant base and high
occupancy rates which partly offsets its exposure to geographic
concentration risks and a structural currency mismatch between
Euro-linked rents and tenant's local currency revenues. The
moderate rental levels offers some tolerance against a sudden
weakness in the Turkish Lira relative to the Euro" says Dion
Bate, a Moody's Vice President -- Senior Analyst. "In addition,
the strong minority shareholder and the shareholders agreement
together gives RGY a degree of independence from its main
shareholder." adds Mr Bate.

RATINGS RATIONALE

Ronesans Gayrimenkul Yatirim A.S.'s (RGY) Ba2 corporate family
rating (CFR) is supported by: 1) its high-quality retail property
portfolio in prime locations with good access to public transport
across Turkey; 2) steady cash flow from contractual rental
income, underpinned by a stable tenant base with a long weighted
average lease expiry profile of 6.8 years; 3) a track record of
high occupancy rates of around 95%; 4) limited tenant
concentration with the top 10 tenants representing around 20% of
total rents, with the largest tenant equating to 3.6% of total
rental income; 5) low development risk, with development
properties representing less than 10% of total property assets;
and 6) a good liquidity profile supported by evenly spread
maturities and a financial policy of maintaining a minimum cash
balance above EUR100 million.

At the same time the rating factors RGY's: 1) predominant
exposure to the retail sector, limited number of properties and
geographic concentration in a single region (Turkey, Ba2 stable);
2) indirect exposure to currency risks stemming from the mismatch
between euro-linked leases and tenants' local-currency revenue;
3) corporate governance oversight linkages with two active
shareholders Ronesans Emlak Gelistirme Holding A.S. and the
Government of Singapore Investment Corporation (GIC) through
shareholder agreements and board representation; 4) moderate
credit metrics with current gross debt/gross asset of 37% which
is expected to trend above 40% over the next 18 months and EBITDA
fixed charge coverage ratio to trend towards 2.5x as new shopping
centers begin to fully contribute to group EBITDA; and 5) high
percentage of secured debt in its capital structure and high
percentage of encumbered gross assets, though these percentages
are likely to reduce if RGY issues an unsecured bond.

The Ba2 rating assigned to the proposed senior unsecured notes is
in line with RGY's long-term CFR of Ba2. As per the terms of the
prospectus, the notes rank pari passu with all other existing and
future unsecured obligations of the issuer. RGY's financial
covenants include maintaining a leverage ratio below 60%,
unencumbered ratio of greater than 1.2x total unsecured debt and
an interest coverage ratio above 1.5x with a step-up's to 1.75x
and 2.0x.

The company intends to use the proceeds of the notes to refinance
EUR361 million of existing debt with the balance to bolster cash
balances for general corporate purposes. The issue of the notes,
which have a 5-year maturity, allows RGY to extend its debt
maturity profile, lower its cost of debt and remove interest rate
risk by fixing the Euro interest rate on the notes.

Moody's analyse RGY using proportionate consolidation (instead of
equity accounting joint venture (JV)) as it is more conservative
given the higher leverage at each of the JV's of between 46% and
54%. As of December 31, 2017, the company adjusted debt/gross
asset leverage of 37% is expected to increase above 40% before
falling back. EBITDA interest expense coverage of 1.4x and net
debt to EBITDA of 10.6x are considered weak, however they are
expected to improve materially as recent JV acquisitions and
recent shopping center openings (Hilltown and Maltepe) contribute
for the full year. Moody's forecasts net debt/EBITDA reaching
close to 7.3x and EBITDA/interest expense moving towards 2.5x by
the end of 2019. These forecasts are more conservative than what
is anticipated by the management of RGY. All credit metrics
reflect RGY's proportionate share of its joint ventures and are
adjusted according to Moody's standard definitions and
adjustments.

LIQUIDITY PROFILE

RGY's liquidity profile is good underpinned by (1) cash balances
of EUR176 million as of December 31, 2017; (2) limited near term
debt maturities and (3) Moody's expectation of growing operating
cash flows over the next 12 months. RGY has no committed
revolving facility but instead will maintain at least EUR100
million of cash at all times and will manage debt maturities 6 to
12 months.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to generate stable cash flows from its existing
portfolio, and that commercial real estate and economic
fundamentals will remain stable in Turkey. Furthermore, the
outlook is factoring in RGY's ability to manage its tenant base
in periods of heightened FX volatility.

WHAT COULD CHANGE THE RATING -- UP

Moody's do not expect any further upward rating action as RGY's
rating is constrained at the same level as the government of
Turkey (Ba2 stable) issuer rating given that 100% of RGY's net
income and property exposure are derived within Turkey. Any
positive rating action would depend on positive pressure on
Turkey's issuer rating as well as strengthening financial metrics
such that RGY (1) continues to grow scale with a stable operating
profile and prudent financial and operating policies; (2)
maintains overall strong liquidity profile with sufficient cash
balances to cover upcoming debt maturities; and/or (3) were to
maintain leverage - as measured by adjusted total debt/gross
assets -- comfortably below 40% and fixed charge cover of above
2.5x on a sustainable basis.

WHAT COULD CHANGE THE RATING -- DOWN

RGY's rating would come under downward pressure if (1) Government
of Turkey's issuer rating is downgraded from Ba2; (2) corporate
governance provisions limiting the ability of its shareholders to
impact RGY's business, financial and liquidity profile were not
to prove to be as robust as expected; (3) debt-financed
acquisition or change in capital structure, such that leverage in
terms of adjusted total debt/gross assets is trending above 45%
or fixed-charge coverage trends below 1.5x on a sustainable
basis; and/or (4) unexpected operating difficulties that
negatively affect operational performance or valuations.

COMPANY PROFILE

Ronesans Gayrimenkul Yatirim A.S. (RGY) is one of the largest
retail focused commercial property owner and manager in Turkey
with a total portfolio value of EUR2.1 billion (stake adjusted
for JV's). The property portfolio comprises of 10 dominant
shopping centers (84% of GLA) of which three are a 50/50 joint
venture with GIC and one with Amstar Global Partners (AGP); and 2
offices (16% of GLA) with a total GLA of 685sqm. It has also 1
property under development valued at EUR148 million and 11 land
bank plots for future development opportunities valued at EUR259
million. RGY is a subsidiary of Ronesans Emlak Gelistirme Holding
A.S. (100% owned by Ronesans Holding A.S. which holds investments
in construction, energy and property ownership and development)
which holds 74.2% of RGY and GIC holding 21.4% with management
holding the balance.

For the financial year to December 31, 2017, reported revenues
amounted to TRY169.3 million and EBITDA to EUR97.6 million
(excluding revaluation gains).

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


RONESANS GAYRIMENKUL: Fitch Assigns BB+ IDR, Outlook Stable
-----------------------------------------------------------
Fitch has assigned Turkish property company Ronesans Gayrimenkul
Yatirim A.S. (RGY) a first-time expected Long-Term Issuer Default
Rating (IDR) of 'BB+(EXP)' with a Stable Outlook. Fitch has also
assigned an expected senior unsecured rating and an expected
instrument rating for the group's proposed new senior unsecured
bond of 'BB+(EXP)'.

The conversion of the IDR and senior unsecured rating into final
ratings is conditional on a successful issuance of the unsecured
bond, its final terms and conditions being in line with the
information already received and the use of bond proceeds to
partially prepay existing secured debt.

The rating reflects RGY's strong market position as one of
Turkey's largest property companies, which is supported by its
EUR1.5 billion portfolio of retail and office assets located in
Turkey's largest cities. The group has a well-managed, diverse
tenant base of international and local companies. Retail
occupancy has historically exceeded 95% and weighted average
lease lengths were 6.8 years at year-end 31 December 2017. RGY
has 11 yielding assets leading to some asset concentration;
however, a higher level of development is increasing
diversification. Fitch expects expansion to reduce to more stable
levels from 2019.

RGY has moderate leverage for the rating, although the LTV is
high for the sector. The proposed issuance of a benchmark size
unsecured Eurobond will diversify the capital structure and
provide an acceptable level of unencumbered assets as part of the
proceeds will be used to refinance secured debt.

KEY RATING DRIVERS

Simplified Structure Aligning with Strategy: RGY has sought to
simplify its asset holding structure to allow greater focus on
its longer-term investment strategy. This has largely involved
either exiting assets identified as non-core (eg Sankopark and
Atasehir Land in 2016) or buying out joint-venture (JV) investors
with a shorter-term investment horizon (eg the Amstar Global
Partners - AGP - acquisitions). RGY now focuses on core, wholly
owned assets.

Fitch expects that, apart from its JVs with the Government of
Singapore Investment Corporation (GIC), RGY will either buy or
sell the remaining JVs. The sole ownership of assets will enable
RGY to actively manage its portfolio without restriction and
ensure that earnings from these assets flow freely to RGY. The
sale of smaller, less dominant assets and undeveloped land will
also lead to a more efficient use of the balance sheet.

Moderate Leverage for Rating Level: The group has sustainable
leverage considering its market position, stage of development
and current rating. Fitch calculated, proportionally consolidated
LTV was 50% in 2017, and Fitch forecast it to remain below 50% in
2018-2021. Proportionally consolidated net debt to EBITDA was
11.9x in 2017, but Fitch expect this to fall to below 9x in 2018
as new developments, such as recently completed Hilltown, become
income generating.

All credit metrics are well within acceptable ranges given the
group's rating level even though the LTV is high for the sector.
Management has also indicated its intention to manage operations
to ensure gross LTV remains around an internal target of 40% with
a maximum of 45% (gross LTV as calculated by management 2017:
40%).

Unsecured Issuance Improves Capital Structure: RGY aims to issue
a benchmark size Eurobond in 2018 which will be partially used to
refinance the secured debt on some of its core, wholly owned
assets. This has a number of positive impacts for the rating as
it will: increase the proportion of unsecured debt to above 40%
of the capital structure from 5%; reduce the level of amortising
debt; reduce the group's reliance on secured lending from
domestic banks; and diversify funding sources and give access to
international funders. Fitch expect RGY's unencumbered asset
ratio to be above 2x pro forma following the refinancing (2017:
0x).

Concentrated Asset Base: RGY's property portfolio consists of 11
yielding assets with a leasable area of 535,000 sqm, 87% of which
is retail and 13% office. As of January 2017, the proportionally
owned value of these assets was around EUR1.5 billion, with just
over 40% of the portfolio in Istanbul, Turkey's largest city.
Asset concentration is high due to the small number of assets,
although Fitch expect this to fall slightly as new developments
and potential acquisitions are completed.

The portfolio's good quality and high level of connectivity to
public and private transport, which supported an occupancy level
of 96% at end-December 2017, mitigates asset concentration. There
is also a good spread of income-generating assets with no over-
reliance on any single key asset, unlike at some peers (e.g.,
Majid Al Futtaim Holding LLC ('BBB'/Stable) and Emirates REIT
(BB+/Stable)).

Diverse Tenant Mix: The diverse mix of domestic and international
tenants provides a varied offering of fashion, entertainment and
food and beverage offerings within the group's malls. RGY's focus
on building destination shopping centres in response to changing
consumer behaviour has meant that entertainment, food and
beverage are increasingly relevant in contrast to the historical
importance of hypermarket and DIY anchor tenants. Top 10 tenants
account for around 20% of rents, which should improve as RGY
continues to widen its tenant pool.

Strong Occupancy Levels: RGY benefits from a very active lease
management team that has maintained a good weighted average
unexpired lease term of 6.8 years through continually managing
the lessees and the mall profile, irrespective of how long is
left on average leases or how long a mall has been operational.
This active tenant management approach has driven strong
occupancy levels of over 95% for its retail operations since
2010.

Reducing Development Exposure
Historically RGY has had a significant level of assets under
development as evidenced at in December 2017 when development
assets represented 40% of the proportionally consolidated
investment property portfolio. However, Fitch expects RGY's
development activity to fall (FY18: 21%; FY19: 10%) with the
delivery of several large projects, such as Hilltown in 2017 and
Maltepe in 2018. Fitch forecast development assets to remain
below 10% of investment property as the company focuses on
acquisitions and extensions rather than new developments.

Development will remain contracted with Ronesans Construction,
the construction arm of RGY's parent company. Its history of
completing RGY's historical projects within budget suggests that
future developments will be executed effectively. Developmental
exposure has also been mitigated by the group's successful pre-
leasing strategy. Typically anchors are signed up early in the
process and 50% pre-leasing is achieved at least six months
before completion and at least 90% with three months remaining.

Wholly Exposed to Turkey: RGY's retail assets are exclusively
based in Turkey and benefit from the positive consumer
fundamentals of the Turkish economy, which grew at an average of
6.8% from 2013-2017 according to Fitch data, although high
inflation and volatile foreign currency can affect consumer
demand and the financial viability of tenants. Nevertheless, high
consumption, low e-commerce penetration and continued
urbanisation support strong underlying retail demand in the
region.

Political and security concerns remain significant risks to
operating in Turkey. World Bank governance indicators for Turkey
are now below the 'BB' median and in January 2018 a state of
emergency in the country was extended for another three months.
RGY's experience of successfully operating in this volatile
environment and its understanding of the Turkish market and
consumer habits (e.g., its increase in food and beverage
provision as consumers look to spend more social and family time
in malls), should mitigate some of these risks.

Lease Structure Limiting FX Volatility: RGY faces FX risks as
most of its debt is denominated in euros while it receives its
rental payments in Turkish lira. However, it benefits from a
natural hedge in that tenant leases are denominated in euros, but
then translated and paid by their tenants at the prevailing lira
rate at month-end. This eliminates RGY's direct exposure to a
depreciating lira, but indirect exposure remains if a severe
depreciation meant that RGY tenants were unable to bear the
increased local currency cost of their leases.

RGY's low occupancy cost ratio of 12.7% (2017) gives tenants some
headroom to accommodate moderate depreciation. The exposure to
international tenants, which have diversified currency exposure,
also mitigates this risk as they would be more able to shoulder
increased lira payments in a depreciating forex environment.

Shareholder Agreement Limits Parent Influence: RGY's shareholding
structure is governed by the shareholder agreement between group
holding company Ronesans Emlak Gelistirme Holding and GIC. The
terms of this agreement provide the basis for Fitch assessment
that sufficient ring-fencing exists between RGY and its parent
companies, allowing us to assess RGY on a standalone basis.

The key areas include RGY's separate management and non-common
ownership, resulting in board representation from both key
shareholders, which have indicated their intention for this to
remain a long-term investment; all major decisions require
consent of both key shareholders, effectively providing a veto to
either party for any proposed corporate action. RGY benefits from
separate financing, with no cross-defaults or guarantees (except
for the historical inter-group guarantee) to the wider Ronesans
Emlak Gelistirme Holding group. The shareholder agreement also
requires agreement from shareholders on dividend levels and
capital structure activities.

DERIVATION SUMMARY

RGY's EUR1.5 billion portfolio is larger than Emirates REIT's
(BB+/Stable) EUR570 million portfolio, but smaller than Atrium
European Real Estate Limited's (BBB-/Positive) EUR2.2 billion
portfolio. Its assets are solely located in Turkey (BB+/Stable),
and Fitch views this geographic concentration as higher risk than
the CEE retail assets owned by NEPI Rockcastle plc (BBB/Stable)
and Atrium, which are largely located in investment grade-rated
regions. This higher risk is partly offset by the higher economic
growth in Turkey, but the Turkish operating environment will
moderately affect RGY's rating potential.

RGY's LTV of less than 50% is higher than those of regional peer
Majid Al Futtaim (BBB/Stable) and Atrium, which have LTVs of
around 30%. Fitch forecast net debt to EBITDA to fall below 9x in
2018, placing RGY at the 'bbb' mid-point, and lower than at
Emirates REIT, which has 12x net debt to EBITDA. Its relatively
small portfolio leads to greater asset concentration than at NEPI
Rockcastle, where the top 10 retail assets represent 55% of the
portfolio. However, RGY's asset concentration is similar to peers
in the region such as Emirates REIT and Majid Al Futtaim, and
Fitch expect it to decrease as developments and acquisitions are
completed.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Rental indexation of 3.5% a year (additional 5% in 2019
   following removal of incentives)
- Stable net operating income margins
- Around TRY1.6 billion of capex from 2018-2021
- Around TRY1.8 billion of acquisitions in 2018-2021
- JVs with AGP fully owned by 2019
- Benchmark size issuance of unsecured bonds issued in 2018

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Fitch does not expect an upgrade to the rating, given that
   RGY's operations are exclusively in Turkey and both the
   Turkish sovereign rating of 'BB+' and the country's operating
   environment will constrain the rating.
- If the operating environment improved and the sovereign rating
   were upgraded, RGY would need to reduce concentration, with
   the top 10 assets comprising less than 50% of net rental
   income or value.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Weakening of the Turkish operating environment and/or a
   significant short-term depreciation in the Turkish lira
- LTV (Fitch defined, proportionally consolidated) of greater
   than 55% over a sustained period
- Net debt/EBITDA over 9x over a sustained period

LIQUIDITY

Adequate Liquidity: RGY has limited near-term maturities of
TRY145 million in 2018. RGY's cash balance of TRY693 million at
December 2017 is more than sufficient to cover these maturities.
Fitch expect RGY to partially refinance secured debt following
the issuance of the benchmark sized bond in April 2018. This will
further extend maturities and release additional cash held
against these loans. The group's committed capex remains
significant at TRY844 million but Fitch understands that this
will be funded by operational cash flows and existing capex
facilities of TRY568 million.

FULL LIST OF RATING ACTIONS

Ronesans Gayrimenkul Yatirim A.S.
- Long-Term IDR: assigned at 'BB+(EXP)', Stable Outlook;
- Long-Term senior unsecured rating: assigned at 'BB+(EXP)';
- Eurobond senior unsecured notes: assigned at 'BB+(EXP)'.


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


PRIVATBANK: S&P Affirms Then Withdraws 'CCC+/C' ICRs
----------------------------------------------------
S&P Global Ratings affirmed its 'CCC+/C' long- and short-term
issuer credit ratings on Ukraine-based PrivatBank. S&P
subsequently withdrew its ratings on PrivatBank at the bank's
request. At the time of withdrawal, the outlook was stable.

S&P said, "The affirmation reflects our view that PrivatBank's
creditworthiness remains vulnerable, despite its nationalization,
and that the bank depends on favorable business, financial, and
economic conditions to meet its financial commitments. We note
that there is litigation risk associated with the ex-holders of
three loan participation notes that were bailed-in in late 2016,
when the bank was nationalized. The timeframe and likely outcome
of the resolution of this issue are highly uncertain at the
moment. However, excluding this, we factor into our projection
that the bank is unlikely to default on its obligations within
the next 12 months.

"We also acknowledge the gradual progress in the restructuring of
the bank since it was taken under government control, including
the development of a new growth strategy, the gradual cleanup of
the bank's balance sheet, and the strengthening of its management
team with the appointment of a new CEO and other experienced
professionals to the management and supervisory boards.

"At the time of withdrawal, the outlook was stable, reflecting
our expectation of ongoing state support for the bank following
its nationalization."


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


CARPETRIGHT PLC: To Close 81 Stores, Around 300 Jobs Affected
-------------------------------------------------------------
Rhiannon Curry at The Telegraph reports that around 300 jobs will
be axed at Carpetright after the embattled retailer unveiled
plans to shut another 81 stores and tap investors for GBP60
million under a sweeping restructure.

The chain said 92 overall sites had been earmarked for closure,
although 11 have already stopped trading, with the rent on
another 113 set to be slashed under the company voluntary
arrangement (CVA) proposals being put to landlords, The Telegraph
relates.

Carpetright will seek approval from its creditors for the CVA on
April 26, The Telegraph discloses.  It said it hopes to relocate
affected staff where possible, The Telegraph notes.

According to The Telegraph, the group -- which employs nearly
2,700 staff overall -- also confirmed an investor cash-call to
raise around GBP60 million through a rights issue to put the firm
on a firmer financial footing.

The money, which Carpetright intends to raise next month, will be
used to fund the group's strategy and reduce its debt, as well as
cover the cost of the CVA, The Telegraph states.

The details came as it revealed a "technical breach" of its
banking arrangements, but the group, as cited by The Telegraph,
said it was taking action to address this and ensure it is
amended for the future.

The company said that it still expects to report a loss for the
year to the end of April, as trading conditions have continued to
be difficult, The Telegraph relays.

Carpetright is the UK's largest retailer of carpets, flooring and
beds.


FLOWGROUP: To Sell Supply Arm Following Financial Woes
------------------------------------------------------
Jillian Ambrose at The Telegraph reports that a struggling energy
minnow has chosen to back out of the UK market ahead of the
Government's looming energy price cap by accepting a rock bottom
price for its 230,000 customer accounts.

According to The Telegraph, Flowgroup is to sell off its supply
arm to Co-op Energy for GBP9.25 million.

The board admitted that shareholders would be left with nothing
from the deal's meager proceeds, but concluded that the sale is
still "the best realistic course of action available", The
Telegraph relates.

Flow Energy's financial woes were revealed by The Telegraph late
last year when the supplier failed to meet a key payment deadline
for a social energy scheme that cuts bills for vulnerable
customers.

The company secured a grace-period on the sum just weeks after
its chief executive Tony Stiff resigned, The Telegraph discloses.

Flow's woes were compounded by a dire year in which it was hit by
heavy customer losses due to the increasingly competitive market,
The Telegraph notes.

The supplier later admitted it would need extra funds to see it
through the winter, The Telegraph relays.

Energy suppliers have been under pressure from sharp spikes in
the price of energy brought on by a succession of winter cold
snaps, while contending with the Government's plan to cap the
price of standard tariffs, The Telegraph states.

The company, as cited by The Telegraph, said that even though it
uses market hedges to buy energy in advance the recent gas price
spikes would still hit the group's cash flows in the short term,
as it takes direct debits from customers in arrears.


JEWEL UK: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and a B2-PD probability of default rating to Jewel
UK Midco Ltd, the parent company of the luxury watch and jewelry
retailer Aurum. Moody's has also assigned a B2 rating to the
proposed GBP265 million senior secured notes to be issued by
Jewel UK Bondco PLC (Aurum). The outlook on the ratings is
stable. A full list of assigned ratings can be found at the end
of this press release.

"Aurum's B2 CFR reflects its leading position in the UK and its
longstanding relations with Swiss watchmakers" says Vincent
Gusdorf, a Moody's Vice President -- Senior Analyst and lead
analyst for Aurum. "However, the rating also factors in its small
size and its low cash flow generation constrained by store
openings in the US."

The company plans to use the proceeds from the bond issuance to
refinance GBP196 million of existing debt and to pay a GBP75
million dividend to its owner, the private equity firm Apollo.
After the refinancing, the senior secured notes will account for
about all Aurum's debt. The ratings are based on the assumption
that Apollo will equitize all shareholder loans remaining in the
capital structure.

RATINGS RATIONALE

The B2 rating of Aurum reflects (1) its number one position in
the UK luxury watch retail market; (2) its good relationships
with Swiss watchmakers, which offset a high supplier
concentration; (3) a track record of rapid growth, although the
UK watch market has recently slowed down; and (4) its relatively
moderate leverage for a private-equity owned company, with a
Moody's-adjusted debt/EBITDA forecasted at 4.7x in fiscal year
2018 (ending in April), pro forma of recent acquisitions.

However, Aurum's rating also factors in (1) its small size, with
about GBP750 million of pro forma revenue forecasted for fiscal
year 2018; (2) execution risks stemming from the company's plan
to expand in the US, a region where Aurum did not have meaningful
presence before the acquisition of the watch retailer Mayor's in
October 2017; (3) Moody's forecast of negative Moody's adjusted
free cash flows (FCF) in fiscal 2019; and (4) a financial policy
constrained by private-equity ownership and a track record of
acquisitions.

While EBITDA should grow, Moody's forecast that the Moody's-
adjusted leverage will not decline meaningfully over the next 12
months because projected store openings will inflate the
operating leases. Aurum also plans to draw part of its new asset-
based lending facility (ABL) to finance its US expansion. In the
UK, Moody's forecasts that Aurum will grow its adjusted EBITDA at
an annual growth rate of about 5% over the next 18 months,
assuming that watch sales will keep growing despite uncertainties
stemming from the Brexit vote. At the same time, US earnings
should increase by 3%-5% year-on-year by fiscal 2019 thanks to
Aurum's best practices and good relationships with watchmakers,
as well as new openings.

Cash flow generation will be low over the next 18 months. Moody's
forecast a slightly positive Moody's adjusted free cash flow in
fiscal 2018 as the purchase of inventories for US stores will
contribute to a GBP12 million rise in working capital. In fiscal
year 2019, Moody's adjusted free cash flow should turn negative
on the back of new store openings in the region, which will
inflate both expansion capex and working capital.

Moody's expect Aurum to maintain adequate liquidity over the next
18 months. At closing of the refinancing, the company will have
only GBP9 (excluding restricted cash). However, it will also have
access to a GBP40 million RCF, of which GBP31 million will be
undrawn, and to a fully undrawn USD60 million ABL. These
liquidity sources will suffice to cover the cash outflows
required to grow US operations, which Moody's view as mostly
discretionary. There is no debt due until the maturity of the
senior notes in January 2023 and sufficient headroom under the
RCFs.

STRUCTURAL CONSIDERATIONS

The CFR is assigned at Jewel UK Midco's level, which is a holding
company and the top entity of the restricted group. After the
refinancing, Aurum's gross debt will consist of GBP265 million of
senior secured notes maturing in 2023, which Moody's rates B2, in
line with the company's CFR, a USD60 million senior secured ABL
maturing in 2023 and a GBP40 million super senior RCF maturing in
2022.

The notes will be guaranteed by subsidiaries generating between
97% and 100% of gross assets, revenue and consolidated EBITDA.
They will be secured first lien on shares and substantially all
assets with the exception of the collateral of the ABL, which
consists of the current assets of US subsidiaries.

According to the documentation, the RCF will rank ahead of the
notes. Moody's rank trade payables, which amounted to GBP67
million in fiscal year 2017, at the same level. Moody's excludes
the ABL facility from the waterfall because it assumes that it
will self-liquidate.

Moody's loss given default analysis is based on an expected
family recovery rate of 50% as Aurum's capital structure will
comprise both bank debt with loose covenants and secured notes.

RATINGS OUTLOOK

The stable outlook reflects Moody's assumptions that the UK watch
market will keep growing in 2018 and 2019, albeit more slowly
than during the previous five years, and that expansion in the US
will constrain deleveraging and cash flows. It also factors in
Moody's view that the company will not increase its debt to
finance any acquisition or dividend over the next 18 months.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating could materialize if a stronger-
than-expected increase in earnings caused the Moody's-adjusted
gross debt/EBITDA to decline below 4.5x on a sustainable basis
and if Moody's-adjusted free cash flows turned significantly
positive.

Conversely, negative pressure on the rating could materialize if
the Moody's-adjusted gross debt/EBITDA rose towards 6x or if
Aurum failed to improve its FCF generation after opening stores
in the US. An organic decline in EBITDA or a large debt-financed
acquisition could also trigger a downgrade.

LIST OF ASSIGNED RATINGS

Issuer: Jewel UK Bondco PLC

Assignments:

-- Senior Secured Regular Bond/Debenture, Assigned B2

Outlook Actions:

-- Outlook, Assigned Stable

Issuer: Jewel UK Midco Ltd

Assignments:

-- LT Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

Outlook Actions:

-- Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
Industry published in October 2015.

Aurum is a British retailer of luxury watches and jewelry.
Although it is a small company with GBP566 million of revenue in
fiscal 2017, it is number 1 in its niche with a market share of
36% in the UK. The private equity fund Apollo purchased Aurum in
2013.

Until fiscal 2017, Aurum derived about all its revenue from the
UK, although 20% customers are non-EU tourists, based on VAT
reclaims on non-airport sales. In its home country, it operates
stores under three banners: Watches of Switzerland, Mappin & Webb
and Goldsmiths. It also sells watches online through its stores'
websites and its ecommerce subsidiaries Watchsop and Watch Hut.

In 2017, Aurum made two acquisitions in the US: it purchased the
watch retailer Mayor's in October, which operates 17 luxury watch
stores in Florida and Georgia, and in November it signed with the
casino operator Wynn an agreement to buy two stores and to open
two additional stores. Pro forma of these transactions, the US
accounted for 19% of fiscal 2017 revenue.


LOW & BONAR: Egan-Jones Lowers Sr. Unsecured Ratings to BB
----------------------------------------------------------
Egan-Jones Ratings Company, on April 3, 2018, downgraded
the foreign currency and local currency senior unsecured ratings
on debt issued by Low & Bonar PLC to BB from BB+.

Low & Bonar PLC is a United Kingdom-based company engaged in
international manufacturing and supply of performance materials.
The Company's segments include Building & Industrial, Civil
Engineering, Coated Technical Textiles, and Interiors &
Transportation.


MOTHERCARE PLC: Online Sales Back to Growth Amid Lender Talks
-------------------------------------------------------------
Press Association at The Telegraph reports that Mothercare has
cheered a much-needed resurgence in online sales as the
struggling retailer remains locked in talks with lenders over a
refinancing deal.

According to The Telegraph, online sales returned to growth in
the UK, expanding by 2.1% in the 12 weeks to March 24 this year.

However, trading on the British high street proved tough, with
like-for-like sales sliding 2.8% over the period as store
footfall tumbled, The Telegraph discloses.

International sales were also down 3.7% as growth in the Middle
East failed to offset sliding footfall in Russia, The Telegraph
states.

The update comes a week since Mothercare parted company with
chief executive Mark Newton-Jones, replacing him with former
Tesco exec David Wood, The Telegraph notes.

The group has been seeking a reprieve from the demands of its
lenders by drafting in KPMG to advise on a refinancing of the
firm, The Telegraph discloses.

It called in the accountancy giant to help it secure waivers to
its financial covenants as it looks at additional sources of
financing from its lenders HSBC and Barclays, The Telegraph
relates.

Mothercare plc is a British retailer which specializes in
products for expectant mothers and in general merchandise for
children up to 8 years old.  It is listed on the London Stock
Exchange and is a constituent of the FTSE SmallCap Index.


TOYS R US: To Shut Final Stores in Just Under Two Weeks
-------------------------------------------------------
The Scotsman reports that Toys R Us will shut its final stores in
just under two weeks, resulting in the loss of more than 2,000
jobs, the retailer's administrators have confirmed.

The toy chain collapsed in February and insolvency specialist
Moorfields has been selling off the retailer's stock at knockdown
prices, The Scotsman recounts.

However, Moorfields said on April 12 that all Toys R Us's 75
stores would close on April 24, with 2,054 employees set to be
made redundant, The Scotsman relates.

According to The Scotsman, Simon Thomas --
sthomas@moorfieldscr.com -- joint administrator at Moorfields,
said: "We are grateful for the hard work of everybody at Toys R
Us during this extremely difficult and challenging time.  "We are
working closely with the 2,000 employees affected by the closures
to ensure they receive the support they need for redundancy and
other compensatory payments."

Toys R Us appointed Moorfields to handle the administration when
the company was unable to pay a GBP15 million tax bill, The
Scotsman discloses.

After failing to find a buyer for the business, Moorfields said
in March that it would be necessary to close all of Toys R Us's
106 stores, and immediately made 67 staff at the chain's
Maidenhead head office redundant, The Scotsman notes.

                      About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.  Merchandise is also sold at e-commerce sites
including Toysrus.com and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders'
deficit of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, are not part of the Chapter 11 filing and CCAA
proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland &
Ellis International LLP serve as the Debtors' legal counsel.
Kutak Rock LLP serves as co-counsel.  Toys "R" Us employed
Alvarez & Marsal North America, LLC as its restructuring advisor;
and Lazard Freres & Co. LLC as its investment banker.  It hired
Prime Clerk LLC as claims and noticing agent.  A&G Realty
Partners, LLC, serves as its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The Committee
retained Kramer Levin Naftalis & Frankel LLP as its legal
counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting,
Inc. as financial advisor; and Moelis & Company LLC as investment
banker.

                        Toys "R" Us UK

Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores
and 3,000 employees, was sent into administration in the United
Kingdom in February 2018.

Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018.  The Administrators now manage the affairs,
business and property of the Company.  The Administrators act as
agents only and without personal liability.

The Administrators said they will make every effort to secure a
buyer for all or part of the business.

                    Liquidation of U.S. Stores

Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.


WEATHERFORD INTERNATIONAL: Fitch Plans to Withdraw 'CCC' IDR
------------------------------------------------------------
Fitch Ratings plans to withdraw Weatherford International plc's
ratings on or about May 8, 2018 (approximately 30 days from the
date of this release) for commercial reasons.

Fitch currently rates Weatherford International plc and its
subsidiaries:

Weatherford International plc
-- Long-term Issuer Default Rating (IDR) at 'CCC'.

Weatherford International Ltd. (Bermuda)
-- Long-term IDR at 'CCC';
-- Senior secured term loan A at 'B/RR1';
-- Senior unsecured guaranteed bank facility at 'B-/RR2';
-- Senior unsecured notes at 'CCC-/RR5';
-- Short-term IDR at 'C';
-- Commercial paper program at 'C.'

Weatherford International LLC (Delaware)
-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC-/RR5'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch believes investors benefit from increased
rating coverage by Fitch, and the agency is providing
approximately 30 days' notice to the market of the upcoming
withdrawal of Weatherford International plc's ratings. Ratings
are subject to analytical review and may change up to the time
Fitch withdraws the ratings.

Fitch's last rating action for the above referenced entities was
on Nov.15, 2017, at which time the ratings were affirmed.


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


* BOOK REVIEW: The Financial Giants in United States History
------------------------------------------------------------
Author: Meade Minnigerode
Publisher: Beard Books
Softcover: 260 pages
List Price: $34.95
Order your personal copy today at http://is.gd/tJWvs2

The financial giants were Stephen Girard, John Jacob Astor, Jay
Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim
Fisk.

The accomplishments of some have made them household names today.
But all were active in the mid 1800s. This was a time when the
United States, having freed itself from Great Britain only a few
decades earlier, was gaining its stride as an independent nation.
The country was expanding westward, starting to engage in
significant international trade, and laying the foundations for
becoming a major industrial power. Astor, Vanderbilt, Gould, and
the others played major parts in all these areas. During the
Civil War in the first half of the 1860s, some became leading
suppliers of goods or financiers to the Federal government.
Minnigerode's focus is the highlights of the life of each of the
seven. Along with this, he identifies each one's prime
characteristics contributing to his road to fortune and how his
life turned out in the end. Not all of the men managed to keep
and pass on the fortunes they amassed. They are seen a "financial
giants" not only because they made fortunes in the early days of
American business and industry, but also for their place in
laying out the groundwork for American business enterprise,
innovation, and leadership, and for the notoriety they had in
their day. Minnigerode summarizes the style or achievement of
each man in a single word or short phrase. Stephan Girard is "The
Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old
Man of the Street" summarizes Daniel Drew"; with "The Wizard of
Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank."
Jay Cooke, "The Tycoon," was to be "known throughout the country
for his astonishingly successful handling of the great Federal
loans which financed the Civil War." After the War, one of the
leaders of the Confederacy remarked that the South was really
defeated in the Federal Treasury Department thus, even on the
enemy side, giving recognition to Cooke's invaluable work of
enabling the Federal government to meet the huge costs of the
War. After the War, having earned the reputation as "the foremost
financier in the country," Cooke became involved in many large
financial ventures, including the building of a railroad to link
the East and West coasts of America. In this railroad venture,
however, Cooke and his banking firm made a fatal misstep in
investing in the Northern Pacific railway. The Northern Pacific
turned out to be a house of cards. When Cooke's firm was unable
to meet interest payments it owed because of money it had put
into the Northern Pacific, the firm went bankrupt; and this
caused alarm in the stock market and financial circles.

The roads to wealth of the "financial giants" were not smooth.
Like others amassing great wealth, they had to take risks. The
tales Minnigerode tells are not only instructive on how
individuals have historically made fortunes in business and the
characteristics they had for this, but are also cautionary tales
on the contingency of great wealth in some circumstances. Jim
Fisk, for instance, a larger-than life character "jovial and
quick witted [who was also] a swindler and a bandit, a destroyer
of law and an apostle of fraud," was presumably killed by a
former business partner. Unlike Cooke and Fisk, Cornelius
Vanderbilt and John Jacob Astor built fortunes that lasted
generations. Vanderbilt -- nicknamed Commodore -- starting in the
New York City area, built ships and established domestic and
international merchant and passenger lines. With the government
coming to depend on these with the rapid growth of commerce of
the period and the Civil War for a time, Vanderbilt practically
had monopolistic control of private shipping in the
U.S. Astor made his fortune by developing trade and other
business in the upper Midwest, which was at the time the
sparsely-populated frontier of America, rich in natural resources
and other potential with the Great Lakes and regional rivers as a
means for transportation.

Although the social and business conditions in the early and mid
1800s when the U.S. was in the early stages of its development
were unique to that period, by concentrating on the
characteristics, personalities, strategies, and activities of the
seven outstanding businessmen of this period, Minnigerode
highlights business traits and acumen that are timeless. His
sharply-focused, short biographies are colorful and memorable.
This author has written many other books and worked in the
military and government.



                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *