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

                           E U R O P E

            Tuesday, May 1, 2018, Vol. 19, No. 085


                            Headlines


F R A N C E

ALPHA BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


G R E E C E

INTRALOT SA: S&P Alters Outlook to Negative & Affirms 'B' ICR


H U N G A R Y

NITROGENMUVEK ZRT: Fitch Lowers LT Issuer Default Rating to B


I R E L A N D

BLUEMOUNTAIN EUR 2016-1: S&P Assigns B- Rating on Class F-R Notes
BOSPHORUS CLO IV: Moody's Assigns (P)B2 Rating to Class F Notes


I T A L Y

ALITALIA SPA: European Commission to Probe EUR900MM State Aid
FABRIC BC: Moody's Assigns B1 CFR, Outlook Stable


K A Z A K H S T A N

EXIMBANK KAZAKHSTAN: S&P Lowers ICR to 'CCC', On Watch Negative


L U X E M B O U R G

FLINT HOLDCO: S&P Cuts Issuer Credit Rating to B-, Outlook Stable


N E T H E R L A N D S

FAB CBO 2003-1: S&P Lowers Ratings on Two Note Classes to D (sf)


R U S S I A

AVTOVAZBANK JSC: Bank of Russia Owns 99.9% of Ordinary Shares
LEADER INVEST: S&P Alters Outlook to Positive & Affirms 'B' ICR
MARI EL: Fitch Affirms 'BB' IDRs, Outlook Stable
NEW CREDIT: Put on Provisional Administration, License Revoked
UDMURTIA: Fitch Affirms B+ Long-Term IDRs, Outlook Stable


S P A I N

CATALONIA: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
INSTITUTE CATALA: Fitch Affirms 'BB/B' Issuer Default Ratings


T U R K E Y

YASAR HOLDING: Moody's Confirms B2 CFR & Assigns Negative Outlook


U K R A I N E

UKRAINIAN RAILWAY: S&P Raises ICR to 'CCC+', Outlook Developing


U N I T E D   K I N G D O M

CARPETRIGHT PLC: Creditors Approve Restructuring Plans
COMPASS III: Moody's Assigns B3 CFR, Outlook Stable
DEBENHAMS PLC: S&P Lowers ICR to 'B+', Outlook Negative
HSS HIRE: S&P Places 'B' Issuer Credit Rating on Watch Negative
OWL FINANCE: Moody's Assigns 'B3' CFR, Outlook Stable

* UK: Scottish Corporate Insolvencies Up 67% in First Qtr. 2018


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F R A N C E
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ALPHA BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit
rating to Alpha BidCo SAS, the holding company for Cooper-
Vemedia. The outlook is stable.

S&P said, "At the same time, we assigned our proposed 'B' long-
term issue rating to Cooper-Vemedia's EUR776 million first-lien
loan with a recovery rating of '4', indicating our expectation of
average (30%-50%; rounded estimate 45%) recovery prospects in the
event of a payment default."

Alpha is buying a portfolio of over-the counter (OTC) brands from
Sanofi with pro forma sales for 2017 of about EUR35 million, with
an associated high level of profitability (gross margin of about
60%). The portfolio is predominantly focused on derma and well-
being therapeutic products and comprises well-known, mature
brands in France and Italy. S&P said, "We view this acquisition
as marginally positive for the group's business risk profile,
allowing Vemedia to gain critical mass in Italy and increase the
group's operating leverage as a whole. We view execution risks as
limited because the transaction has been structured as an asset
deal, ensuring continuity of supply and distribution as well as
adequate transfers of trademarks and market authorizations to
guarantee a smooth transition between Sanofi and Alpha's
ownership."

Alpha's business model benefits from brand recognition and niche
market positions in the defensive and highly profitable OTC
medication markets in France and the Netherlands. S&P said, "We
view positively the group's potential for profitable organic
growth, as it taps into innovation and product-extension
opportunities in niche product categories and maintains an
efficient operating model. We recognize how Cooper's and
Vemedia's footprints and business models complement each other,
with Cooper leveraging its extensive distribution platform and
the entire group expanding through product innovation under an
umbrella brand strategy." As expected, the new combined group has
faced few integration hurdles; both Cooper and Vemedia have
retained country-based sales and a tailored marketing focus. The
company expects further costs and top-line synergies in France,
where it has started leveraging Cooper's salesforce to market
Vemedia's leading brands, as well as recently acquired Oenobiol-
branded products.

S&P's view of Alpha's business model as a combined entity also
reflects the following:

-- Cooper's long-standing relationships with the dense network
    of pharmacies (the only authorized distributors of OTC drugs)
    in France, where it represents a key competitive advantage,
    in S&P's view;

-- Cooper and Vemedia's niche product leadership positions in
    most of their top-selling brands (top-20 for Cooper and top-
    five for Vemedia) thanks to strong and resilient brand
    reputations;

-- The group's enhanced and broader product offering in OTC
    categories, with no overlap between Cooper and Vemedia;

-- Cooper's efficient operating model based on integrated
    logistics and a successful marketing push strategy supported
    by a solid dedicated salesforce; and

-- The group's enlarged offering through the acquisition of 12
    Sanofi brands, with potential to create top-line synergies in
    France and better absorb its distribution and marketing costs
    in Italy.

These operating strengths are somewhat offset by Alpha's small
size based on revenues and low absolute market share of 4% for
Cooper in the highly fragmented French OTC medication market.
Vemedia's addressable market in niche OTC categories is
relatively small, although it enjoys a healthy 15% market share
in The Netherlands. Overall, S&P considers that brand recognition
and differentiation in the eyes of the consumer, as well as low
substitution between product categories, provide some protection
to the sales volumes and pricing of Western Europe-based OTC
manufacturers. Finally, current restrictions on sales of OTC
medication through general retail channels represent a high
barrier to entry for Alpha.

That said, Cooper and Vemedia compete in some of their product
categories with large pharmaceutical and consumer goods
companies, most of which have broader scale and marketing
capabilities. The key to successful product strategy for the
group lies, therefore, in avoiding product groups where large
competitors channel their investment to maximize the
international potential of their blockbuster brands.

Geographically, S&P views the group as dependent on two core
countries--France and The Netherlands--which it forecasts will
represent 61% and 16%, respectively, of 2017 pro forma annualized
sales. Although both countries have large profitable markets for
OTC medication, the group could be exposed to unpredictable
changes in the regulatory environment governing distribution and
registration of OTC medication as well as any countrywide
competitive actions on behalf of multinational companies. Lastly,
the group still lacks critical mass and is likely to seek further
consolidation opportunities to improve its operating leverage.
S&P will monitor Vemedia's operating margin in the next 12-18
months. Its advertising and promotion spend will likely be
compensated by the reduction of third-party brands in its overall
offering. S&P will also closely monitor the resurgent Italian
market, and the group's gradual strategic commercial shift to
direct distribution in Italy. An increase of operating leverage
in Italy combined with an increased contribution from the higher-
margin Oenobiol should allow the group's overall profitability to
increase over the next 12-18 months.

S&P said, "Regarding Alpha's financial risk, we view its capital
structure as highly leveraged, based on adjusted debt to EBITDA
of 8.3x (or 6.6x excluding preferred shares) pro forma for the
proposed new debt structure at end-2018. In our debt calculation,
we include the EUR776 million covenant-lite term loan package,
about EUR200 million of preferred shares issued at Alpha Topco,
and minimal pension liabilities. The proposed financing structure
also includes a EUR60 million multi-purpose revolving credit
facility (RCF) undrawn at the closing of the transaction,
expected end-April 2018.

"Under our base case, we project that Alpha's adjusted debt to
EBITDA will decrease to below 8x (or below 6x excluding preferred
shares) over the next 18 months, well entrenched in the highly
leveraged financial risk profile category. The proposed
refinancing partly used to finance the portfolio of brands
acquired from Sanofi increases the group's annual cash interest
expenses but also allows it to maintain solid adjusted funds from
operations (FFO) cash interest coverage above 3.5x on a weighted-
average basis in the next three years. We also take comfort from
the group's relatively asset-light business model, with capital
expenditure (capex) to sales expected to be contained at 1%-2%
once manufacturing restructuring has taken place. Based on
working capital outflows of about EUR15 million for 2018 driven
by stock build-ups related to acquired brands, we now project the
group's free operating cash flow (FOCF) will reach an absolute
run-rate level of EUR45 million for 2018 (based on our pro-forma
EBITDA)." This high cash flow conversion should continue to be
supported by the group's organic growth, limited bolt-on
acquisitions, and contained working capital requirements.

S&P's base case assumes:

-- Revenues will increase to about EUR425 million by end-2018 on
    a pro forma basis, reflecting the acquisition of the
    portfolio of 12 brands on a 12-month basis. On an organic
    basis, S&P expects Alpha's revenues to grow 3%-4% reflecting
    the resilient performance of the existing Cooper and Vemedia
    brands. This net sales growth should mainly be driven by
    constant product line extensions and by progressive
    turnaround of Oenobiol at Cooper, as well as commercial
    adjustments in Italy and in Spain for Vemedia in a context of
    low 2% organic growth on average for the European OTC market.

-- S&P said, "Our adjusted EBITDA margin will increase at about
    29% in 2018 thanks to an improving product mix, positive
    pricing at Cooper, and gain in scale providing better
    absorption of distribution costs. We expect these drivers and
    the resulting increased operating leverage should compensate
    for the strong anticipated advertising and promotion spend."

-- S&P said, "More specifically, we forecast conservatively
    about EUR3 million of cost synergies annually from 2018,
    reflecting the distribution cost efficiencies and a
    commercial boost in the French market of Vemedia's leading
    brands, Valdispert and Excilor, now integrated in Cooper's
    franchise. We have not included any manufacturing synergies,
    which we eventually expect to have a positive EBITDA impact
    of EUR2 million per year from 2019. We recognize, however,
    the potential for additional synergies to arise after our
    forecast horizon from the cross-selling of Cooper's brands in
    Vemedia's core geographies."

-- Capex of about EUR11 million in 2018 to support the group's
    manufacturing plants and optimization of its insourcing
    strategy.

-- Working capital outflows of about EUR15 million in 2018
    related to supply chain restructuring, and increase of stocks
    required for the production of the acquired portfolios.

-- Bolt-on acquisitions to strengthen the portfolio of brands in
    European countries where the group already has an established
                 commercial presence.

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

-- Adjusted EBITDA of EUR125 million for 2018 on a pro forma
    basis, reflecting the full-year contribution of the portfolio
    of brands acquired from Sanofi.

-- FFO cash interest coverage to EBITDA reaching 3.8x in 2018
    post contemplated refinancing of April 2018.

-- FOCF reaching a comfortable EUR45 million in 2018.

S&P said, "The stable outlook on Alpha reflects our view that its
efficient operating model, successful pursuit of Vemedia's
integration, and the acquisition of OTC brands in France and
Italy should enable it to sustain its financial performance and
solid cash flow generation.

"We think Alpha will likely deliver low-single-digit organic
revenue growth while improving its adjusted EBITDA margin above
27% in the next 12-18 months. This assumes that Vemedia improves
its product mix by lowering the contribution of distribution
brands and monitors its marketing spend, while benefiting from
critical mass in Italy thanks to the recently acquired brands. In
the meantime, we expect Cooper will maintain its strong
relationships with pharmacies in France and deliver successful
product launches. Finally, we assume the combined group will be
able to realize significant distribution cost savings and
business synergies.

"Moreover, we anticipate that Alpha will uphold FFO cash interest
coverage at above 3.0x and a comfortable level of positive
operating free cash flow, enabling it to maintain a 'B' rating.
This would allow the company to service with ample headroom its
cash interest and start deleveraging over the next 12-18 months.

"We could lower the rating if we observed a deterioration of
profitability, reflected in the adjusted EBITDA margin
contracting sustainably below the 25% threshold and FFO cash
interest coverage decreasing to less than 2x. This could result
from failure to achieve costs efficiencies from the Vemedia
acquisition, or a change in the regulatory framework for OTC
drugs that led to pharmacies in France losing their
competitiveness as a distribution channel for OTC drugs to other
retail formats, and ensuing price-based competition. We would
also view negatively a large debt-funded acquisition, combined
with a lower free operating cash flow generation.

"We consider that the potential for an upgrade is constrained by
Alpha's currently high leverage and financial policy. We also
take the view that the company is operating in a consolidating
industry and will most likely participate in this trend to
increase its scale and enhance its operating leverage. We could
consider a positive rating action if the company was able to
establish a track record of maintaining stable EBITDA margins and
generating a comfortable level of positive free cash flow while
integrating new businesses. An upgrade would also be conditional
on the company committing to progressive deleveraging."


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G R E E C E
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INTRALOT SA: S&P Alters Outlook to Negative & Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on Greece-
based gaming company Intralot S.A. to negative from stable and
affirmed the 'B' long-term issuer credit rating.

S&P said, "At the same time, we affirmed our 'B' issue rating on
the senior unsecured notes issued by Intralot Capital Luxembourg
S.A. The recovery rating on these notes is unchanged at '4'
reflecting our expectation of average recovery (30%-50%, rounded
estimate: 45%) in the event of payment default.

"The outlook revision reflects that we could downgrade Intralot
in the next 18 months if its leverage remains above 7.0x and
EBITDA interest cover below 2.0x. This could be the case if we
observed an increase in debt to finance capital expenditure
(capex) needs or if Intralot failed to increase EBITDA without
paying down debt.

"Our rating action follows the financial year 2017 (ending Dec.
31) results, in which Intralot reported an increase in
proportionate adjusted debt to EBITDA to around 7.0x. During
2017, the company increased gross debt from EUR660 million to
EUR750 million, and at the beginning of 2018, issued a new EUR15
million term loan with Nomura. This led to an increase in the
2018 forecast gross debt to EUR765 million and higher leverage.
The company also reported substantially lower revenues than our
previous forecast (EUR1,104 million compared with EUR1,340
million), mainly due to the disposal of the operations in Jamaica
and adverse foreign exchange changes in Turkey. On a
proportionate basis, EBITDA in 2017 was EUR109 million, slightly
below our previously forecast of EUR113 million, while on a
continuing basis, EBITDA increased by 5.5%."

In February 2018, Intralot won the Illinois license contract,
which will start generating significant EBITDA and cash flows
from December 2018. S&P said, "As a result of the delay in
obtaining this license, coupled with the adverse gaming market
conditions in Turkey (that is, illegal market growth in the
gaming market), we don't expect any EBITDA growth in FY2018. We
therefore anticipate that the proportionate adjusted debt to
EBITDA will increase to 7.2x-7.5x by the end of 2018, well above
the 6.4x that we forecast in April 2017."

S&P said, "In our view, Intralot's business remains constrained
by its significant exposure to emerging markets (for example,
Turkey, Morocco, and Azerbaijan). However, the disposal of the
Jamaican operations and the acquisition of the Illinois license
reduces this exposure to close to 50% of total EBITDA. We believe
that the high regulatory and taxation risk relating to the global
gaming industry could pose substantial risk and volatility on
Intralot's future profitability. However, this should, to some
extent, be mitigated by the geographical diversification of
Intralot's group entities.

"Despite the company's good track-record of obtaining as well as
renewing gaming licenses and government contracts worldwide, we
believe that future license renewals pose a risk to Intralot's
business." For example, the Turkish license (Inteltek) expires at
the end of 2018, which currently represents around 10% of the
total EBITDA. Failure to renew this could lead to a substantial
loss of profitability and cash flows.

These business constraints are somewhat offset by Intralot's
strong position among gaming technology leaders and largest
sports betting companies. They are also mitigated by the company
being vertically integrated, providing technology as well as
being the operator of the licenses. S&P also acknowledges the
expected increase in EBITDA margin from 2019 as a result of the
sale of the lower-margin Jamaican operations and successful
acquisition of higher-margin Illinois contract.

Intralot's credit metrics are distorted by the full consolidation
of its partially owned subsidiaries earnings (such as in Turkey,
Bulgaria, and Argentina), while the debt is largely situated at
the holding company. S&P therefore assess Intralot's financial
risk profile on a proportionate basis because not all of the
group's cash flows are available to service debt as they
ultimately belong to significant minority interests in some of
Intralot's subsidiaries.

S&P said, "We estimate that Intralot will post around 3% fully-
consolidated revenue growth in 2018, but broadly stable EBITDA on
a proportionally consolidated basis. We expect the company to
require significant capex in 2018 (EUR130 million-EUR140
million), which we assume will be largely financed by cash on
balance sheet and the new term loan of EUR15 million. Under our
base case, we believe that Intralot will increase gross debt up
to EUR760 million-EUR770 million, leading to adjusted leverage of
around 7.2x-7.5x and EBITDA interest coverage below 2.0x in 2018.

"On a fully consolidated basis, Intralot has weak discretionary
cash flow (DCF) generation with a highly leveraged DCF to debt.
We consider this to be a true measure of free cash flow for
Intralot, as DCF is measured after deducting significant
dividends paid to minority interests at the subsidiary level."

S&P's base case assumes:

-- Varying macroeconomic prospects in Intralot's operating
    countries, but core countries such as the U.S., Turkey,
    Bulgaria, and Argentina are expected to have 2%-3% annual GDP
    growth over 2018-2019. S&P believes this should boost
    Intralot's like-for-like revenue growth over the same period.

-- Revenue to increase at around 3% in 2018, mainly driven by
    the Bulgarian and Azerbaijan businesses. In 2019, S&P expects
    a decrease of 2.5%-3.0% in revenues as a result of the
    expected sale of the operations in Poland.

-- Intralot's adjusted EBITDA margin to decrease to 15% in 2018
    driven by the Illinois project implementation costs as well
    as lower margins, on an absolute basis, under the new OPAP
    contract. In 2019 and onwards, S&P expects the EBITDA margin
    to increase to nearly 17% thanks to the higher-margin U.S.
    operations.

-- Dividends to minority interest of EUR40 million-EUR42 million
    during 2018-2019. S&P views Intralot's dividends to minority
    interest as non-discretionary in nature, as non-controlling
    partners of Intralot are entitled to their share of profits
    at the operating subsidiary level.

-- Capex of around EUR130 million-EUR140 million in 2018,
    primarily related to the Illinois project implementation. S&P
    assumes that the capex needed to roll-out the Illinois
    project will be financed by cash on balance sheet. In 2019,
    S&P expects capex to normalize to EUR50 million-EUR55
    million.

-- Gross debt of around EUR760 million-EUR770 million at the end
    of 2018 and relatively stable thereafter.

-- S&P expects future sales of holdings to be used to pay down
    debt, but it does not incorporate those in its base case as
    it is not aware of any contractual sales.

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

-- S&P said, "On a proportionally consolidated basis, we expect
    adjusted debt to EBITDA to increase to around 7.0x-7.5x in
    2018, decreasing to below 7.0x by 2019 once the Illinois
    contract starts generating full-year EBITDA. On a fully-
    consolidated basis, we forecast 4.5x-5.0x adjusted leverage
    in 2018 and 4.0x-4.5x in 2019."

-- S&P said, "On a proportionally consolidated basis, we expect
    EBITDA interest coverage of slightly below 2.0x in 2018,
    recovering back to above 2.0x by 2019. On a fully-
    consolidated basis, we forecast slightly below 3.0x EBITDA

    interest coverage for 2018 and above 3.0x for 2019.

S&P said, "We expect negative DCF in 2018 due to high capex
needs, while in 2019 we forecast EUR5 million-EUR10 million DCF.

"The negative outlook reflects our view that we could downgrade
Intralot in the next 18 months if its adjusted leverage remains
above 7.0x and EBITDA interest cover ratio stays below 2.0x on a
proportionally consolidated basis. We could also lower the
ratings if the company fails to generate sustainably positive
free operating cash flow (FOCF; after minority dividend payments)
on a fully-consolidated basis.

"We could lower the ratings if Intralot maintains leverage above
7x and EBITDA interest coverage below 2.0x even after 2018. This
could be the case if the company raises further debt to finance
capex needs or if EBITDA is lower than our base case. The latter
could occur if the company disposed of business operations
without compensating with new profitable acquisitions, or if the
proceeds from those sales were not used to pay down debt."

Rating pressure could also arise if headroom under Intralot's
financial covenants tightened and the company had over EUR35
million of drawn debt under the 3.75x net leverage covenant.

S&P said, "We could revise the outlook back to stable if Intralot
demonstrated more than 5% growth in revenues, an EBITDA margin
above 15% and generation of sustainably positive FOCF, showing
that new license acquisitions such as the Illinois license are
beginning to bear fruit. This improvement in performance would
need to be coupled with a stable gross debt. We could also
consider revising the outlook back to stable if the company
substantially decreased debt, leading to adjusted leverage below
7.0x and EBITDA interest coverage above 2.0x on a sustainable
basis."


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H U N G A R Y
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NITROGENMUVEK ZRT: Fitch Lowers LT Issuer Default Rating to B
-------------------------------------------------------------
Fitch Ratings-London-20 April 2018: Fitch Ratings has downgraded
Hungary-based fertiliser company Nitrogenmuvek Zrt's Long-Term
Foreign-Currency Issuer Default Rating (IDR) to 'B' from 'B+. The
Outlook is Stable. Fitch has also affirmed the senior unsecured
rating at 'B+' and revised the Recovery Rating to 'RR3' from
'RR4', which applies to the USD200 million 2020 bonds. Fitch has
also assigned an expected senior unsecured rating of 'B+(EXP)'
with a Recovery Rating of 'RR3' to the proposed EUR200 million
bond, which will be used to refinance the existing USD200 million
bonds.

The downgrade reflects Nitrogenmuvek's persistent high leverage
in FY17, despite the increase in volumes and the finalisation of
the investment programme that has been taking place since 2014.
FY17 funds from operations (FFO) net adjusted leverage (net
leverage) was 5.8x versus Fitch's previous forecast of 4x. The
downgrade also reflects Fitch's expectation that the company will
face a prolonged de-levering period back within guidelines from
its current peak leverage, with net leverage expected to stay
over 2.5x by 2019-2020, due to volume growth being offset by
continued weak pricing, a scheduled outage during 2019, and high
gas costs in Europe.

The Stable Outlook reflects the de-leveraging that is forecast to
occur to 2020-21 due to the large reduction in capex from 2018
following the completion of the capacity expansion programme, and
forecast zero dividends until the net debt to EBITDA incurrence
test declines to 3x.

KEY RATING DRIVERS

High 2017 Leverage: End-2017 net leverage was 5.8x, little
changed from end-2016 due to weak fertiliser pricing and higher
gas costs and the resulting continued weakening of margins. The
company's net working capital position has continued to grow as
it has increased its exposure into non-fertiliser trading
businesses (seed sales, crop trading and pesticides). When
combined with higher gas costs and nitrogen fertiliser prices not
re-bounding significantly from their current five-year low, this
translated into weak FFO generation in 2017.

Deleveraging Drives Stable Outlook: Gross debt reduced to HUF84
billion in 2017 from a peak of HUF95 billion in 2016 as
Nitrogenmuvek finalised its capacity expansion programme and
increased volumes produced. Capacity expansion and construction
of nitric acid and granulation plants have been completed, with
only dolomite mill construction to be completed in 2018. Fitch
forecasts very minor future capex.

Weak 2017 FFO but an overall positive working-capital swing from
2016, limited the reduction of the cash cushion at FY17 to HUF21
billion, but with Nitrogenmuvek maintaining large inventories.
The increase in 2018 volumes and stable prices, planned
destocking, lower capex and assumed zero dividends mean that the
company will shift to neutral-to-positive FCF generation from
2018 and reduce its gross debt. However, the extent of the
recovery in fertiliser prices will determine the pace of
deleveraging.

New Businesses Supress Margins: Nitrogenmuvek continues to expand
its lower-margin crop, pesticide and seed trading operations,
boosting direct sales to farmers and enhancing its presence in
central Europe. Sales from crop, seeds and pesticide trading are
expected to increase to 40% in 2021 from 30% in 2018 and are key
to the company's strategy of higher direct selling to farmers.
These activities have high expenses and very narrow margins due
to expensive third party purchases and farmer income pressure.

Fitch believes that the expansion into new business segments will
boost sales but will have a dilutive impact on the EBITDA margin,
with high cost of goods sold and higher working capital swings.
However, the expansion will help improve Nitrogenmuvek's brand
names and market coverage, with the aim of increasing volumes and
realised sales prices in the longer term.

Large Domestic Market Share: Nitrogenmuvek is the only producer
of nitrogen fertilisers in Hungary with a significant market
share. Barriers to entry include the extent of the return on
investment given the small regional market, the lead time of four
to five years for new plant construction, high transportation
costs for importers (Hungary is landlocked) and import tariffs
for non-EU producers. Nitrogenmuvek also benefits from the higher
growth potential of central European countries where nitrogen
fertiliser use per hectare remains below that of mature
agricultural markets, especially of calcium ammonium nitrate as
it suits Europe's environmental regulations for fertilisers and
is easy to store.

Price and Gas Cost Volatility: Nitrogenmuvek lacks the product
and geographical diversification of its international peers, and
is located on the upper part of the ammonia cost curve, which
leaves it substantially exposed to nitrogen price volatility.
Nitrogen prices are currently going through a trough on the back
of excessive supply additions. The company is also exposed to
volatile natural gas prices, its main raw material, which are
based on spot rates from the TTF gas exchange. Increases in the
cost of gas, while nitrogen fertiliser prices remain low will be
detrimental for the company.

Bond Covenants: The proposed notes will be senior unsecured and
will benefit from a net debt to EBITDA debt incurrence financial
covenant of 3x. This is in line with existing and previous debt
obligations. It will rank pari-passu with existing loan
obligations, and will benefit from negative pledge and change of
control, and will be redeemable at the option of the company. The
issuance benefits from strong recoveries and therefore is given a
notching uplift, but is capped at 'RR3' in line with the
treatment of Hungarian issuers under Fitch's Country-Specific
Treatment of Recovery Ratings Criteria.

FX Risk Improves: Nitrogenmuvek's proposed euro notes provide a
better currency hedge than its existing USD200 million notes, as
at FY17 40% of revenues were euro-denominated and 45% of costs
were euro-denominated or euro-linked. We note that the Hungarian
florint remains the main operating cash flow currency and that
there would still be a mismatch between almost all debt being
euro-denominated, but less than half of cash flows being in
euros, leading to convertibility and translation risk. Therefore,
a strong appreciation of the euro against the forint could result
in deterioration in the group's credit metrics due to the
mismatch between operating cash flows and the euro-denominated
debt.

DERIVATION SUMMARY
Nitrogenmuvek has smaller scale, higher product concentration and
weaker cost position if compared with Fitch-rated EMEA nitrogen
fertiliser players PJSC Acron (BB-/Stable) and EuroChem Group AG
(BB/Negative). This is somewhat mitigated by Nitrogenmuvek's
dominant share within its landlocked domestic market of Hungary,
its strong and increasing share of direct sales to farmers as
well as strong liquidity.

Nitrogenmuvek has a significant leverage resulting from a multi-
year capex programme, which was finalised in 2017, with
moderately positive free cash flow driving it back towards 3x by
2020. No country ceiling, parent/subsidiary, operating
environment aspects or other factors impact the rating.

KEY ASSUMPTIONS
Fitch's Key Assumptions Within Our Rating Case for the Issuer
- Fertiliser prices generally following Fitch's global
fertiliser price assumptions with minor increases.
- Fertiliser sales volumes increase to 1,300kt per year
following end of capex programme (1,200kt assumed in 2019 due to
shutdown) with focus on calcium ammonium nitrate;
- Non-fertiliser segment to increase sales in the double digits
but with low single digit margins over the next three years;
- Gas costs move in line with Fitch's European gas price
assumptions
- Annual capex at around HUF2 billion from 2018 onwards

Assumptions for Recovery Analysis
- Post-restructuring EBITDA of HUF12.1 billion at FY18 reflects
bottom of the cycle conditions that would provoke a distress as
well as Fitch's expectation of the company's corrective actions
- 5.0x distressed multiple reflects the typical multiple applied
to small-scale chemical producers
- 10% administrative claims are deducted from the liquidation
enterprise value
- EUR200 million notes are assumed to replace the outstanding
USD200 million bonds and rank pari passu with all the remaining
senior unsecured debt in the waterfall
- The uplift on the notes rating is capped at 'RR3' (plus one
notch) in line with the treatment of Hungarian issuers under
Fitch's Country-Specific Treatment of Recovery Ratings Criteria.

RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Positive FCF translating into FFO net adjusted leverage
sustained below 2.5x

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Weak operating cash flows, high dividends, high capex or
unexpected maintenance leading to FFO adjusted net leverage
maintained above 4.5x
- Liquidity pressure as a result of the inability to refinance
the USD200 million bonds due 2020
- Neutral to negative free cash flow over the forecast period

LIQUIDITY
Comfortable Liquidity: Nitrogenmuvek's end-2017 liquidity was
comfortable with a HUF21 billion cash cushion covering the HUF6
billion short term debt maturities. Given the company's positive
free cash flow generation starting from 2018, we do not expect
liquidity pressure. The proposed EUR200 million notes will
further push out the bond maturity from 2020 for the current bond
to 2025.


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


BLUEMOUNTAIN EUR 2016-1: S&P Assigns B- Rating on Class F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BlueMountain
EUR CLO 2016-1 DAC's class X-R, A-R, B-R, C-R, D-R, E-R, and F-R
notes.

BlueMountain EUR CLO 2016-1 is a EUR400.00 million cash flow
collateralized debt obligation (CLO) managed by BlueMountain Fuji
Management LLC.

The original class A1, A2, B1, B2, C, D, E, and F notes were
redeemed with the proceeds from the issuance of the replacement
notes on the April 25, 2018 refinancing date. The unrated
subordinated notes initially issued were not redeemed at closing
and remain outstanding, with an extended maturity to match the
newly issued notes.

On the closing date, S&P withdrew the ratings on the original
notes and assigned ratings to the new notes.

The ratings assigned to BlueMountain EUR CLO 2016-1's floating-
rate notes reflect S&P's assessment of:

-- The diversified collateral pool, which comprises primarily
    broadly syndicated speculative-grade senior secured term
    loans and senior secured bonds that are governed by
    collateral quality tests.

-- The credit enhancement provided through the subordination of
    cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect
    the performance of the rated notes through collateral
    selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy
    remote.

-- The transaction's counterparty risk, which is in line with
    our criteria.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes permanently switch to semiannual payments. The
portfolio's reinvestment period ends approximately four years
after closing.

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average 'B'
rating. We consider that the portfolio is well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. We have conducted
our credit and cash flow analysis by applying our criteria for
corporate cash flow collateralized debt obligations.

"Under our structured finance ratings above the sovereign
criteria, the transaction's exposure to country risk is limited
at the assigned rating levels, as the exposure to individual
sovereigns does not exceed the diversification thresholds
outlined in our criteria. We consider that the transaction's
documented counterparty replacement and remedy mechanisms
adequately mitigate its exposure to counterparty risk under our
current counterparty criteria.

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for each class
of notes."

  RATINGS LIST

  BlueMountain CLO 2016-1 DAC
  EUR415.30 Million Senior Secured And Deferrable Floating-Rate
  Notes (Including Subordinated Notes)

  Ratings Assigned

  Class                  Rating              Amount
                                             (mil. EUR)

  X-R                    AAA (sf)               1.50
  A-R                    AAA (sf)             235.20
  B-R                    AA (sf)               50.00
  C-R                    A (sf)                26.40
  D-R                    BBB (sf)              21.80
  E-R                    BB (sf)               25.00
  F-R                    B- (sf)               11.20
  Sub. notes             NR                    44.20
  NR--Not rated.


BOSPHORUS CLO IV: Moody's Assigns (P)B2 Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eight classes of debts to be issued by Bosphorus CLO IV
Designated Activity Company:

EUR 2,000,000 Class X Secured Floating Rate Notes due 2030,
Assigned (P)Aaa (sf)

EUR 246,000,000 Class A Secured Floating Rate Notes due 2030,
Assigned (P)Aaa (sf)

EUR 31,550,000 Class B-1 Secured Floating Rate Notes due 2030,
Assigned (P)Aa2 (sf)

EUR 10,000,000 Class B-2 Secured Fixed Rate Notes due 2030,
Assigned (P)Aa2 (sf)

EUR 25,700,000 Class C Secured Deferrable Floating Rate Notes due
2030, Assigned (P)A2 (sf)

EUR 21,000,000 Class D Secured Deferrable Floating Rate Notes due
2030, Assigned (P)Baa2 (sf)

EUR 26,900,000 Class E Secured Deferrable Floating Rate Notes due
2030, Assigned (P)Ba2 (sf)

EUR 10,500,000 Class F Secured Deferrable Floating Rate Notes due
2030, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2030. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Commerzbank AG,
London Branch ("Commerzbank") has sufficient experience and
operational capacity and is capable of managing this CLO.

Bosphorus CLO IV is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, mezzanine obligations and high
yield bonds. The portfolio is expected to be at least 90% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.
Commerzbank will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR 42,650,000 of subordinated notes which will not
be rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:
The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Commerzbank's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modelled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published
August 2017. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.
Moody's used the following base-case modelling assumptions:

Par Amount: EUR 400,000,000
Diversity Score: 36
Weighted Average Rating Factor (WARF): 2800
Weighted Average Spread (WAS): 3.5%
Weighted Average Coupon (WAC): 4.7%
Weighted Average Recovery Rate (WARR): 43%
Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the provisional rating assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3312 from 2880)
Ratings Impact in Rating Notches:
Class X Senior Secured Floating Rate Notes: 0
Class A Senior Secured Floating Rate Notes: -1
Class B-1 Senior Secured Floating Rate Notes: -2
Class B-2 Senior Secured Fixed Rate Notes: -2
Class C Senior Secured Deferrable Floating Rate Notes: -2
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -1
Class F Senior Secured Deferrable Floating Rate Notes: -0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)
Ratings Impact in Rating Notches:
Class X Senior Secured Floating Rate Notes: 0
Class A Senior Secured Floating Rate Notes: -1
Class B-1 Senior Secured Floating Rate Notes: -4
Class B-2 Senior Secured Fixed Rate Notes: -4
Class C Senior Secured Deferrable Floating Rate Notes: -4
Class D Senior Secured Deferrable Floating Rate Notes: -3
Class E Senior Secured Deferrable Floating Rate Notes: -2
Class F Senior Secured Deferrable Floating Rate Notes: -2


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


ALITALIA SPA: European Commission to Probe EUR900MM State Aid
-------------------------------------------------------------
Rochelle Toplensky and James Politi at The Financial Times report
that Brussels antitrust watchdog will investigate whether
Alitalia benefited from EUR900 million of illegal bridging loans
from the Italian government under state aid rules, complicating
the long-running sale of the carrier.

The European Commission announced on April 23 it was concerned
that two state loans -- EUR600 million made in May and a further
EUR300 million forwarded in October -- have not been repaid
within six months, and may have been larger than necessary, the
FT relates.

The Brussels inquiry has added a layer of complication to
Alitalia's sale process, which began last year and has already
suffered repeated delays, the FT notes.

Originally, the Italian government was hoping to clinch a deal by
the end of 2017, but initial offers were underwhelming and the
deadline for the auction slid until early April, the FT states.

Three offers are now on the table from Lufthansa, a consortium
led by easyJet, and Wizz Air, the Hungarian low-cost carrier, the
FT discloses.

However, the government has decided to postpone the deadline for
its decision on a preferred buyer owing to political uncertainty
following Italy's general election in March, the FT relays.

The vote resulted in a hung parliament after populist parties
made huge gains on the back of pledges to protect Italian
interests, the FT recounts.  If they were to seize power, they
might insist on Italian owners and so unravel the sale, according
to the FT.

If the loans are found to be illegal state aid, the new buyer
would need to repay the money only if commission officials
determine there is economic continuity between Alitalia and the
new business, the FT says.

There is no deadline for the EU to complete its investigation,
according to the FT.

                          About Alitalia

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

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

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

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

                         Chapter 15

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


FABRIC BC: Moody's Assigns B1 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
(CFR) and B1-PD probability of default rating (PDR) to Fabric
(BC) S.p.A. ("Fedrigoni"), an Italian paper producer focused on
labeling and specialty papers. Concurrently Moody's has assigned
a B2 (LGD4) rating to the EUR455 million proposed senior secured
notes issued by Fedrigoni. The outlook on the ratings is stable.
RATINGS RATIONALE

RATIONALE FOR CFR

Fedrigoni's B1 CFR, which is initially weakly positioned, is
primarily constrained by the company's (1) moderate scale with
revenues of around EUR1.1 billion; (2) exposure to volatile pulp
prices, as it is not integrated into pulp; (3) albeit reducing,
some exposure to structurally declining and margin dilutive
coated and uncoated woodfree paper, representing roughly a
quarter of the group's EBITDA in 2017; (4) risk of limited
deleveraging at least initially in Moody's view before the
company starts reaping benefits of efficiency measures following
the recent change in ownership. The agency calculates Fedrigoni's
starting leverage at 5.0x for 2017 pro forma for the new capital
structure and the run-rate negative effect on EBITDA coming from
the loss of a tender and a customer's decision to reduce volumes
in the security business.

Fedrigoni's B1 CFR is primarily supported by (1) a number of
market leading positions in premium niches, such as specialty
graphic paper, art paper and pressure sensitive and self-adhesive
labels for example for the premium wine industry, with well-
established brands that allows Fedrigoni to operate with a
profitability comparing well with the majority of other paper
producers (Moody's adjusted EBITDA margin of 11.7% in 2017); (2)
prospects for good positive free cash flow generation given the
relatively limited amount of maintenance capex; and (3) good
customer diversification enabled by its proprietary distribution
network.

Despite the fact that Fedrigoni will start operating with a
relatively limited amount of cash after the refinancing, Moody's
considers Fedrigoni's liquidity to be adequate, primarily on the
basis the expectation of positive free cash flow generation in
the next four to six quarters, supported by a fairly sizeable
revolving credit facility that has been put in place with a total
commitment of EUR100 million and a six year maturity. The
facility will contain a springing covenant tested only when the
facility is more than 35% drawn, with initial headroom of 30%.
Moody's considers these sources to be sufficient to cover any
seasonality of cash flows. After the envisaged refinancing there
will be no maturities until 2024, when the bond matures.

RATIONALE FOR PDR AND INSTRUMENT RATING

The B1-PD PDR, in line with the CFR, reflects Moody's standard
assumption of 50% family recovery, given the existence of both
bond and bank debt. The B2 rating for the proposed EUR455 million
senior secured notes, one notch below the CFR, reflects the fact
the notes are effectively subordinated to the EUR100 million
super senior revolving facility, that has a priority over
security enforcement proceeds. The facility is sizeable enough to
cause the notching down of the bond. In our loss given default
assessment the bond ranks behind the facility as well as sizeable
trade payables of roughly EUR200 million. Even though both
instruments are secured, the strength of the security is
relatively weak as it will essentially consist only of share
pledges, material bank accounts and intra-group receivables.
However, upstream guarantees are provided from all material
entities representing together at least 80% of consolidated
EBITDA.

RATIONALE FOR OUTLOOK

The stable outlook reflects the rating agency's expectation that
over the next 12-18 months Fedrigoni will operate with Moody's
adjusted EBITDA margin in the low teens in % terms and Moody's
adjusted debt/EBITDA not sustainably above 5.0x, while keeping
good liquidity.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could downgrade Fedrigoni's rating if its (1) Moody's
adjusted debt/EBITDA will sustainably move above 5.0x, (2)
Moody's adjusted EBITDA margin deteriorates sustainably below
10%; (3) free cash flow generation turns negative; or if (4)
liquidity deteriorates.

Moody's could upgrade Fedrigoni if (1) it demonstrates the
existence of financial policies aimed to keep its debt/EBITDA
ratio (as adjusted) sustainably below 4.0x, (2) its EBITDA margin
remains sustainably in low teens in % terms (as adjusted); (3) it
builds a further track record of material positive free cash flow
generation; or if (4) it strengthens its liquidity by building
sufficient cash balances.

The principal methodology used in these ratings was Paper and
Forest Products Industry published in March 2018.

Headquartered in Verona, Italy, Fedrigoni is a producer of
specialty and commodity papers, self-adhesive labels as well as
security paper and features for banknotes and documents. With
around 2,700 employees and 14 manufacturing facilities in Italy
(8), Spain (2) and Brazil (2), US (2) the group sells its
products in 128 countries around the world. Fedrigoni was founded
in 1888 and currently operates through its three business
segments: Paper (51% of 2017 revenues), Converting (31%) and
Security (15%). For the fiscal year 2017 Fedrigoni reported
revenues of EUR1.1 billion. Fedrigoni is being sold to a private
equity firm Bain Capital for enterprise value of EUR655 million.


===================
K A Z A K H S T A N
===================


EXIMBANK KAZAKHSTAN: S&P Lowers ICR to 'CCC', On Watch Negative
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating to
'CCC' from 'CCC+' and its national scale rating to 'kzCCC+' from
'kzB-' on Eximbank Kazakhstan JSC (KazEximbank). S&P said, "We
removed these ratings from CreditWatch with developing
implications, where we placed them on Feb. 9, 2018. We then
placed these ratings on CreditWatch with negative implications."

S&P said, "At the same time, we affirmed our 'C' short-term
ratings on KazEximbank. We also removed the short-term rating
from CreditWatch developing.

"We subsequently withdrew all the ratings at the bank's request.
The downgrade reflects the uncertainty regarding KazEximbank's
ability to meet its financial commitments in the absence of
support from the government or shareholders. At this time, we do
not know whether the National Bank of Kazakhstan (NBK) will roll
over its loan due May 2018. We also lack visibility on the
willingness and ability of KazEximbank's shareholders to inject
sufficient funds by the NBK loan's May due date or at the next
NBK loan maturity, if the loan is rolled over. In addition, we
question if shareholders will address possible deposits outflows
and the bank's longer-term provisioning needs. Furthermore, we
take into account that KazEximbank may face difficulties finding
an investor to buy its portfolio of restructured loans."

The bank's liquid assets reduced to about Kazakh tenge (KZT) 5.7
billion (approximately US$17 million) as of April 1, 2018, from
KZT13 billion two months earlier. These assets are insufficient
to repay the KZT10 billion loan due to the NBK next month. In
addition, the bank has about KZT6 billion volatile and
confidence-sensitive government-related entity deposits, which
are current accounts or are due within the next four months.
Conversely, S&P has not observed substantial volatility in these
accounts over the past six months.

S&P said, "Our concerns regarding the NBK's decision to roll over
its loan at maturity in May stem from public remarks by Kazakh
President Nursultan Nazarbayev and the NBK that indicate a
tapering of government support packages for small Kazakh banks,
specifically naming KazEximbank, and suggest shareholders should
support their banks.

"Moreover, we are uncertain that KazEximbank will succeed in
selling investors a large portfolio of restructured loans, mainly
comprising investment projects in the energy and real estate
sectors. The bank's shareholders are currently negotiating the
terms of a possible transaction. We estimate that about one-third
of the bank's total loans (or one-half of its loans not related
to the energy sector) are restructured loans, although the bank
reported nonperforming loans of less than 3.6% as at end-March
2018. As such, we believe that the bank's provisions of KZT13
billion (about 16% of total loans) are insufficient to absorb
potential large losses.

"We question whether KazEximbank's shareholders will help the
bank service all its obligations coming due and create
substantial additional provisions on problem loans. Shareholders
have not been proactive in the past, instead relying on funding
from the NBK to keep the bank operational. Moreover, shareholders
withdrew a large deposit from the bank in late 2016 to fund their
other activities, materially weakening the bank's funding and
liquidity position."

KazEximbank is part of the financial industrial group Central-
Asian Power Energy Company (CAPEC), which is 93% owned by
Alexander Klebanov, Sergey Kan, and Erkin Amirkhanov. CAPEC, with
about 15,000 employees, is a vertically integrated power-
generating holding company that provides electricity in North
Kazakhstan.

S&P said, "At the time of the withdrawal, the CreditWatch
reflected our opinion that KazEximbank is likely to default in
the absence of government or shareholder support. KazEximbank's
ability to meet its financial obligations hinges on the NBK
rolling over its funding line, which we consider unlikely due to
public statements of reduced support, or substantial shareholder
support."


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


FLINT HOLDCO: S&P Cuts Issuer Credit Rating to B-, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said that it lowered to 'B-' from 'B' its
issuer credit rating on Luxembourg-based specialty inks and print
consumables company Flint HoldCo Sarl. The outlook is stable.

S&P said, "We also lowered our issue rating on Flint's first-lien
secured debt to 'B-' from 'B'. The senior secured debt includes
Flint's revolving credit facility (RCF) and first-lien term
loans. The senior secured debt is available to a group of six
lenders including ColourOz Investment 1 GmbH and ColourOz
Investments 2, LLC, but co-guaranteed by Flint and other various
subsidiaries. The recovery rating remains '3', indicating our
expectation of meaningful recovery prospects (50%-70%, rounded
estimate: 50%) in the event of a hypothetical default.

"In addition, we lowered our issue rating on the second-lien
secured debt to 'CCC' from 'CCC+'. The recovery rating is
unchanged at '6', indicating our expectation of negligible
recovery (0%-10%) in the event of a hypothetical default,
reflecting its contractual subordination in the debt structure.

"The downgrade reflects that despite approximately 10% volume
growth in Flint's dominant packaging business, the group's full-
year 2017 S&P Global Ratings-adjusted EBITDA of EUR205 million
was significantly weaker than our previous forecast of EUR320
million-EUR330 million." Flint's ability to generate EBITDA was
hampered by lower selling prices on its long-dated customer
contracts, an 11% decline in volumes in its commercial,
publication, and sheetfed (CPS, formerly known as print media)
business, and price volatility of key raw materials--including
titanium dioxide pigment and other various materials linked to
oil--directly depressing its cost base. S&P understands that it
can take Flint time, which varies by division and region, to pass
through raw material price changes, leading to volatility in
EBITDA margins. In addition, ongoing costs associated with recent
acquisition activity have constrained cash flow.

S&P said, "This led to our calculation of S&P Global Ratings-
adjusted debt-to-EBITDA of above 10.0x in 2017--significantly
weaker than other 'B' rated chemical issuers, and weaker than our
previous forecast of approximately 7.0x.

"Over 2018 and 2019, we forecast Flint will deliver operational
improvement thanks to higher sales prices, continued integration,
actions to reduce operating costs, and full-year accounting of
its 2017 acquisitions, actions to reduce operating costs, and
organic growth. However, we assume that this boost will be
somewhat offset by labor cost inflation and continued high raw
material prices. Based on this, we forecast debt-to-EBITDA will
improve, but remain significantly weaker than the below 6.0x
ratio commensurate with a 'B' rating.

"Our assessment of Flint's business risk profile is unchanged
since our previous analysis. Flint is a global supplier of
specialty inks, pigments, and equipment used in the printing and
coating industry. The group sources its revenue from the supply
of specialty inks and sundries used in the printing of consumer-
facing flexible packaging for food-stuffs and household items, as
well as labels for both household shopping items and internet
parcels. In addition, the company designs and develops
platemaking equipment for the publishing and commercial printing
markets."

Flint continues to enjoy a leading market position in its
conventional inks and coatings division and in its digital
offerings, with a strong reputation for technical performance and
service quality. This has helped the company to achieve
longstanding relationships with global brands, despite the
competitive and fragmented nature of the printing industry.

S^P said, "Our assessment acknowledges Flint's good end-market
and geographic diversification (60% outside Europe), and its low
customer concentration. However, we note that the growth of the
groups' packaging division is closely correlated with GDP, and
the underlying health of consumers' disposable income." Flint's
CPS division, which generated approximately 20% of full-year 2017
earnings, is suffering from the structural decline of printed
media, as consumers migrate toward digital formats.

Over 2016 and 2017, Flint has been highly acquisitive, providing
some support to the revenue growth in its packaging division.
However, the group's margins have fallen, partly due to an
inability to realize synergies. S&P said, "Over the coming 12
months, we understand Flint will look to improve its operational
efficiency by seeking better integration of its recent
acquisitions, reducing excess capacity, and working with
customers to increase selling prices where possible. Our business
risk profile assessment factors in that management will be able
to demonstrate margin improvements and growth in EBITDA in the
first half of 2018."

S&P's assessment of Flint's financial risk profile primarily
incorporates its high gross debt level, and its financial
sponsor-ownership. Flint is joint-owned by Goldman Sachs'
merchant banking division and Koch Equity Development LLC, a
subsidiary of Koch Industries Inc.

Flint's weakened operating performance led to an adjusted debt-
to-EBITDA ratio for 2017 of approximately 10x.

S&P said, "In 2018, we forecast lower capital expenditure (capex)
of EUR70 million-EUR75 million, reduced interest expense
following the two refinancing transactions in early 2017, and no
acquisitions. With assumed adjusted EBITDA of about EUR230
million, we forecast that Flint will generate free operating cash
flow (FOCF) of approximately EUR35 million-EUR40 million in 2018.
Still, this leads to an elevated adjusted debt-to-EBITDA ratio of
about 9.0x in 2018."

S&P's forecast adjusted debt figure in excess of EUR2 billion for
2018 includes:

-- About EUR1,630 million-equivalent in a first-lien term loan
    and EUR130 million second-lien term loan;

-- EUR85 million relating to the group's trade receivables
    securitization program initiated in 2016;

-- About EUR55 million in operating lease liabilities; EUR120
    million in pension and post-retirement obligations;

-- EUR15 million in accrued interest; and

-- Approximately EUR20 million in financial leases, promissory
    notes, and other debt.

Flint's adjusted debt has reduced slightly over the past two
years due to U.S. dollar weakness and amortization of
approximately EUR15 million-EUR20 million per year. Despite the
bifurcation of the packaging and CPS divisions, we understand the
group will still report its consolidated results from the Flint
Holdco level, and there will be no change to the allocation of
debt across the original borrowers.

S&P's 2018-2019 base case assumes:

-- Subdued GDP in the key economies: Western Europe (2.1% in
    2018; 1.8% in 2019);

-- North America (2.8% in 2018; 2.6% in 2019);

-- Central and Eastern Europe (3.7% in 2018; 3.2% in 2019);

-- Revenues rising by about 2% per year to approximately EUR2.30
    billion in 2018 and EUR2.35 billion in 2019 thanks to low
    single-digit growth in volume and selling prices in the
    dominant packaging division, and supportive GDP growth,
    offset by continued declines in the CPS division, and no
    planned acquisitions.

-- Adjusted EBITDA margin of approximately 10% in 2018 and 2019,
    compared with approximately 9.0% in 2017 thanks to improved
    synergies, better pricing, and reduced cost volatility.

-- Capex of EUR70 million-EUR75 million in 2018 and 2019,
    compared with EUR73 million in 2017.

-- Restructuring costs of approximately EUR20 million-EUR30
    million in 2018, compared with EUR50 million in 2017.

-- Zero acquisitions, divestments, or dividends.

-- Working capital outflow of less than EUR10 million.

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

-- Adjusted EBITDA of approximately EUR230 million-EUR260
    million in 2018 and 2019, compared with EUR205 million in
    2017.

-- Adjusted funds from operations (FFO) to debt of 5.5%-7.0% in
    2018-2019.

-- Adjusted debt-to-EBITDA of 9.0x in 2018 improving to below
    8.0x in 2019.

-- Adjusted EBITDA interest coverage of 2.5x-2.75x in 2018 and
    2019.

S&P said, "The stable outlook reflects our view that,
notwithstanding high leverage, Flint will continue generating
positive free operating cash flow and its liquidity remains
adequate. The outlook also factors in a steady improvement in the
company's adjusted debt-to-EBITDA ratio to 9x in 2018 from about
10x in 2017, reflecting Flint's focus on restructuring operations
and realizing synergies from recent acquisitions.

"We could lower the rating if we do not see a clear evidence that
Flint is improving its cost structure, integrating the
acquisitions, and improving the adjusted EBITDA margins to at
least 10%-11% in 2018. Under our base case, in such scenario,
Flint would not be able to deliver our forecast adjusted EBITDA
of EUR230 million and its leverage would be sustained at about
10x. Further pressure could arise if Flint is unable to generate
positive FOCF, if its EBITDA interest coverage falls below 2.0x,
or if its liquidity weakens."

An upside potential for the rating is remote at this stage given
Flint's high leverage. The potential could emerge over time
however, provided that Flint delivers and maintains an adjusted
debt-to-EBITDA below 6.0x, while maintaining positive FOCF.


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


FAB CBO 2003-1: S&P Lowers Ratings on Two Note Classes to D (sf)
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on FAB CBO 2003-1
B.V.'s class A-2aE, A-2bE, and A-2F notes. At the same time, S&P
has lowered its ratings on the class A-3E and A-3F notes.

The rating actions follow S&P's updated credit and cash flow
analysis of the transaction using data from the Feb. 8, 2018
trustee payment date report, and the application of its relevant
criteria.

S&P said, "Since our previous review of the transaction, the
class A-2aE, A-2bE, and A-2F notes have continued to amortize. As
a result of the transaction's deleveraging, credit enhancement
levels for all rated notes has increased since our previous
review.

"At the same time, and according to our analysis, any remaining
proceeds generated by the transaction are currently insufficient
to service the timely interests due on the classes of A-3 notes.
Consequently, the classes of A-3 notes have been partially
deferring interest since February 2017.

"We conducted our cash flow analysis to determine the break-even
default rates (BDRs) at each rating level by applying our updated
corporate cash flow collateralized debt obligation (CDO) criteria
and our criteria for CDOs of asset-backed securities (ABS). The
BDR represents our estimate of the maximum level of gross
defaults, based on our stress assumptions, that a tranche can
withstand and still fully repay the noteholders.

"In our cash flow analysis, we used the reported portfolio
balance that we considered to be performing, the principal cash
balance, the current weighted-average spread, and the weighted-
average recovery rates that we considered to be appropriate. We
incorporated various cash flow stress scenarios using various
default patterns, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios.

"We based our credit analysis on our updated assumptions to
determine the scenario default rates (SDRs) at each rating level,
which we then compared with the respective BDRs. The SDR is the
level of defaults that we expect the transaction to incur at the
respective rating levels.

"Our credit and cash flow analysis indicates that the class A-
2aE, A-2bE, and A-2F notes have sufficient available credit
enhancement to withstand our stresses at higher ratings than
those currently assigned. As the transaction amortizes, there is
greater reliance on the principal and interest proceeds that are
deposited with the account bank, which will ultimately be used to
repay the notes. Considering the results of our credit and cash
flow analysis, and taking these factors into account, we have
raised to 'AA (sf)' from 'BBB+ (sf)' our rating on the class A-
2aE, A-2bE, and A-2F notes.

"Our ratings on the class A-3E and A-3F notes address the timely
interest and ultimate repayment of principal. According to the
trustee reports that we have received, the class A-3E and A-3F
notes have been deferring interest payments for over 12 months,
since the February 2017 interest payment date. As a result, we
have lowered to 'D (sf)' from 'CCC+ (sf)' our ratings on these
classes of notes, in accordance with our temporary interest
shortfall criteria."

FAB CBO 2003-1 is a CDO transaction backed by pools of structured
finance assets, which closed in July 2003. The reinvestment
period ended in August 2007.

  RATINGS LIST

  Class              Rating
              To                From
  FAB CBO 2003-1 B.V.
  EUR308.8 Million Asset-Backed Floating, Fixed And Zero Coupon
  Notes

  Ratings Raised

  A-2aE       AA (sf)           BBB+ (sf)
  A-2bE       AA (sf)           BBB+ (sf)
  A-2F        AA (sf)           BBB+ (sf)

  Ratings Lowered

  A-3E        D (sf)            CCC+ (sf)
  A-3F        D (sf)            CCC+ (sf)


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


AVTOVAZBANK JSC: Bank of Russia Owns 99.9% of Ordinary Shares
-------------------------------------------------------------
The Bank of Russia has become the owner of more than 99.9% of
ordinary shares of Joint-stock company AVTOVAZBANK (Reg. No. 23)
(hereinafter, JSC AVB Bank, Bank).

The implementation of these measures is part of the plan of the
Bank of Russia's participation in bankruptcy prevention measures
for JSC AVB Bank that provide for the acquisition by the Bank of
Russia of the additional issue of the Bank's ordinary shares
worth RUR350 million.

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


LEADER INVEST: S&P Alters Outlook to Positive & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based property
developer Leader Invest JSC (Leader) to positive from negative
and affirmed its 'B/B' long- and short-term issuer credit
ratings.

The outlook revision reflects Leader's progress in lengthening
its debt maturity profile and improving its liquidity position.
Leader issued a five-year Russian ruble (RUB) 5 billion ($81
million) bond with a put option in February 2021, and used
proceeds to materially reduce its short-term debt, including
partial repayment of the RUB3 billion bond that has a put option
in June 2018. The company's average debt maturity has increased
to more than two years as a result. Additionally, Leader has
signed a loan agreement with a large Russian bank for RUB14.6
billion. The loan is a six-year, project-based secured loan, and
is currently largely undrawn. S&P has revised its assessment of
Leader's liquidity to adequate from less than adequate
previously. S&P expects Leader to maintain its comfortable debt
maturity profile and healthy liquidity position.

The outlook revision also reflects stabilization of credit
quality at the level of Leader's parent company, Sistema
(B+/Stable/--), which finalized its legal settlement with Rosneft
and Bashneft.

Leader benefits from its position as a subsidiary of Russian
large investment holding Sistema, the owner of Russian large
mobile and fixed-line telecom operators. Sistema provided Leader
with 42 land plots of former automatic telephone exchange
buildings in established residential areas across numerous
districts of the city of Moscow. Moreover, Sistema provided
Leader with two larger land plots to be developed as master plan
development projects, and we expect that Sistema will provide
Leader with  additional land plots in the next two to three
years.

S&P said, "In our opinion, Leader's rating strengths also include
its access to better subcontractors and economies of scale when
purchasing advertisements, since it is part of Sistema. We factor
in ongoing group support in our stand-alone assessment of Leader,
but we do not give any notches of support for extraordinary
support from Sistema, as we consider Leader to be a nonstrategic
subsidiary of Sistema due to its small share in Sistema's
portfolio."

Leader reported revenues of RUB9.2 billion ($150 million) in 2017
and EBITDA of about RUB2.9 billion. S&P said, "This is below our
expectations, but we understand that company's operating
performance in the fourth quarter of 2017 was weighed down by
uncertainty related to legal claims to Sistema. We also
understand that management expects its operating performance in
2018 to be materially stronger."

Over the past several years, the Moscow residential real estate
market has suffered from oversupply because of the abundance of
new apartments coming from the redevelopment of industrial zones.
This lead to intensified competition and pressure on prices. At
the same time, a positive trend supporting demand is increasing
mortgage affordability, with mortgage rates at historically low
levels. Moscow continues to remain one of the most attractive
residential markets in Russia, with strong population growth due
to people moving to the city from all over the country. Leader's
cash collection from the sale of residential apartments reached
RUB8.4 billion in 2017, and S&P expects it will be in the range
of  RUB12 billion-RUB15 billion in 2018 with management targeting
more a substantial increase.

Leader's business risk profile is supported by its sound market
positioning in the niche area of midrise, upscale apartment
blocks in established residential areas. Its attractive product
offering of such apartments helps to differentiate the company
from its competitors, which target the mass market. Its product
positioning shields the company somewhat from overall oversupply
in Moscow market. Leader has continued to report one of the
highest profitability levels in the Russian residential
development industry, with an EBITDA margin of more than 30% in
2017. Leader is a pure developer whose close peers' margins are
in the range of 10%-15%, while margins of vertically integrated
peers who mostly use their own construction companies, such as
Etalon LenSpetsSMU JSC, are in the 20%-25% range.

S&P said, "Our rating on Leader is constrained by high country
risk associated with operating in Russia, and the moderately high
industry risk of the real estate development industry. Moreover,
Leader's creditworthiness is constrained by its short track
record of achieving operational targets: Since the start of its
operations as a developer, it has completed buildings with net
selling space of less than 150,000 square meters. This is
materially lower than Leader's peers', such as Etalon LenSpetsSMU
JSC and Setl Group LLC. The company's ambitious plans for scale
increase have yet to materialize, and it remains to be seen if
Leader will be able to sustain its high profitability in the
coming years while maintaining disciplined financial policy and
adequate liquidity. Consequently, we believe that the company's
credit standing currently is weaker than that of its Russian and
global peers with 'B+' ratings.

"Our view of Leader's financial risk profile reflects our base-
case expectation of moderate leverage ratios, with gross debt to
EBITDA below 3x in 2018-2019 and EBITDA interest coverage of more
than 4x in 2018-2019. At the same time, we also take into account
the company's somewhat loose financial policy of maintaining net
debt (versus gross debt in our credit metrics) to operating
income before depreciation and amortization of less than 3x,
which allows for some debt growth in case of opportunistic land
acquisitions.

"In addition, the inherent volatility of cash flows, arising from
a long operating cycle, weighs on Leader's financial risk
profile, in our view. We take into account the multiyear
volatility of working capital, which is specific to developers
and homebuilders, due to the capital-intensive business and
length of projects.

"In our base case, we forecast revenue growth of more than 50% in
2018 and more than 25% in 2019, based on percentage of completion
and reflecting Leader's expanding scale and increasing number of
projects. We base our estimates on Leader's planned development
and completion schedule and unsold stock as well as our view that
selling prices will rise marginally over 2018-2019. We expect
Leader to sustain its profitability at the currently high level,
but acknowledge substantial execution risks related to sustaining
such margins and rapidly expanding scale, particularly at a pace
exceeding our expectations.

"We estimate that Leader will generate broadly neutral free
operating cash flow (excluding land acquisitions) in 2018-2019,
since we expect that company's investment in construction will be
funded by presales proceeds from customers.

The positive outlook on Leader reflects our view that there is a
one-in-three likelihood that we could raise the rating if its
operating performance exceeds our expectations for revenue and
EBITDA growth, as well as growth in presales of its apartments to
customers.

"We could raise the rating if Leader succeeds in increasing its
revenue base close to RUB20 billion in 2018, while maintaining an
EBITDA margin of more than 30%. An upgrade would also require
Leader to maintain debt EBITDA at less than 3x, average debt
maturity of more than two years, and adequate liquidity. There
could be additional upside if we considered that the company's
position within Sistema had strengthened and we believed it would
be likely to receive extraordinary support from Sistema.

"We could revise the outlook to stable if we concluded that
Leader's increase in scale is not sufficient for us to rate the
company at the level of its larger peers in the Russian real
estate development market with longer track records. We could
also revise the outlook to stable if the company's liquidity
position weakens or its debt maturity profile shortens, which
could be the case if the company does not promptly refinance its
upcoming debt obligations."


MARI EL: Fitch Affirms 'BB' IDRs, Outlook Stable
------------------------------------------------
Fitch Ratings has affirmed the Russian Republic of Mari El's
Long-Term Foreign- and Local-Currency Issuer Default Ratings
(IDRs) at 'BB'. The Outlook is Stable. The agency has also
affirmed the republic's Short-Term Foreign-Currency IDR at 'B'.
Mari El's outstanding senior unsecured debt ratings have been
affirmed at 'BB'.

The affirmation reflects Fitch's view regarding the republic's
stable fiscal performance with a close to balanced budget leading
to stabilisation of direct risk. The ratings also factor in Mari
El's modest budget with some refinancing pressure, socio-economic
metrics that are below the national median and a weak
institutional framework for Russian subnationals.

KEY RATING DRIVERS

Fiscal Performance Assessed as Neutral
Fitch's rating case scenario expects Mari El will record a stable
fiscal performance in 2018-2020, with an operating margin
hovering close to 8%, which will be fully sufficient to cover
interest expenditure. This will be underpinned by gradual tax
revenue growth in line with an expected recovery of the Russian
economy and ongoing transfers from the federal government. We
expect management will keep expenditure under control in line
with inflation, which will limit the deficit before debt
variation to about 1.0%-1.5% of total revenue over the medium
term.

Fitch expects that the republic's tax capacity will remain below
the national average and federal transfers will constitute a
significant proportion of Mari El's budget, averaging about 40%
of revenue annually in 2018-2020. The modest size of the
republic's budget and local economy results in a lower self-
financing ability to absorb potential shocks than 'BB' rated
national peers. This makes the republic's budget highly dependent
on financial support from the federal government.

Mari El recorded an exceptionally strong 14% operating margin in
2017, with a modest surplus before debt variation (2012-2016:
average deficit 7.7% of total revenue). Current revenue grew by
about 14%, driven by high corporate income tax (CIT) proceeds due
to a large one-off payment. CIT proceeds reached RUB5.4 billion
in 2017, which is 1.6x higher than a year before. Fitch expects a
reduction of tax revenue proceeds to close to the historical
average in 2018, which would lead to a lower operating balance.

Debt and Liquidity Assessed as Neutral

The republic's direct risk remained unchanged in 2017 and totaled
RUB13.5 billion or 54.9% of current revenue at January 1, 2018.
Fitch forecasts direct risk will moderately increase in absolute
terms in 2018-2020, but as a share of current revenue it will
likely remain below 60%.

In 2017, Mari El tapped the domestic bond market by issuing RUB2
billion bonds with a final maturity in 2024, which have
lengthened the republic's maturity profile and eased immediate
refinancing risk. However, the region is exposed to refinancing
peak in 2019, when about RUB4 billion of bank and budget loans
(31% of total risk) are due. This leads to high dependence on
access to capital market to service its debt.

Mari El participates in the budget loans restructuring programme
initiated by the federal government at the end of 2017, which
eases refinancing pressure. According to the programme, the
maturity of RUB6.3 billion budget loans granted to the region has
been prolonged until 2024. This resulted in a weighted average
life of its debt improved to about four years, which is still
short compared with international peers.

Management and Administration Assessed as Neutral

Like most Russian local and regional governments (LRGs), regional
budgetary policy is strongly dependent on the decisions of the
federal authorities. The region receives a steady flow of
subsidised budget loans and earmarked transfers from the federal
budget for capital and current expenditure. The administration
has a socially-oriented fiscal policy and aims to fulfil all
social obligations.

The administration follow a prudent budgetary policy aimed at
optimising expenditure and stabilising the debt level. Mari El
intends to reach a balanced budget in 2019-2020, given
restrictions imposed on its debt stock and budget deficit by the
Ministry of Finance in return for financial support.

Institutional Framework Assessed as Weakness

The republic's credit profile remains constrained by the weak
institutional framework for Russian LRGs, which has a shorter
record of stable development than many of its international
peers. Weak institutions lead to lower predictability of Russian
LRGs' budgetary policies, which are subject to the federal
government's continuous reallocation of revenue and expenditure
responsibilities within government tiers.

Economy Assessed as Weakness

Mari El's socio-economic profile has historically been weak, with
GRP per capita at 74% of median Russian region, which restricts
the republic's tax base. Fitch does not expect notable changes in
the republic's socio-economic profile. According to the
administration's base case scenario, Mari El's economy will
demonstrate a moderate recovery following the national trend.

RATING SENSITIVITIES

Maintaining its sound operating performance, coupled with an
extension of the debt repayment profile resulting in the direct
risk payback (direct risk-to-current balance) ratio moving
towards the weighted average life of debt, could lead to an
upgrade.

Conversely, weak budgetary performance with a close to zero
current margin accompanied by direct risk increasing above 70% of
current revenue could lead to a downgrade.


NEW CREDIT: Put on Provisional Administration, License Revoked
--------------------------------------------------------------
The Bank of Russia, by virtue of Order No. OD-1079, dated
April 26, 2018, revoked the banking license of Moscow-based
credit institution Joint-stock Commercial Bank New Credit Union
(joint-stock company) or JSCB New Credit Union (JSC)
(Registration No. 3139) from April 26, 2018.  According to its
financial statements, as of April 1, 2018, the credit institution
ranked 437th by assets in the Russian banking system.

The activity of JSCB New Credit Union (JSC) was found to be
non-compliant with the law and Bank of Russia regulations on
countering the legalisation (laundering) of criminally obtained
incomes and the financing of terrorism with regard to the timely
provision of complete and reliable information to the authorised
body about operations subject to obligatory control.  The credit
institution's internal controls rules on anti-money laundering
and the financing of terrorism did not comply with applicable
regulations.

Moreover, the inspections also revealed that the credit
institution carried out foreign exchange transactions without
recording them in its accounting statements.  At the same time,
it was found that JSCB New Credit Union (JSC) conducted foreign
exchange transactions with individuals, which were inherently
detrimental or did not have any economic sense for the credit
institution and were non-transparent for supervisory authorities.

The Bank of Russia repeatedly applied supervisory measures
against JSCB New Credit Union (JSC), which included restrictions
to carry out certain transactions, including household deposit
taking.

The management and owners of the bank failed to take any
effective measures to normalise its activities.  As it stands,
the Bank of Russia has taken the decision to withdraw JSCB New
Credit Union (JSC) from the banking services market.

The Bank of Russia took this decision due the credit
institution's failure to comply with federal banking laws and
Bank of Russia regulations, repeated violations within one year
of the requirements stipulated by Article 7 (except for Clause 3
of Article 7) of the Federal Law "On Countering the Legalisation
(Laundering) of Criminally Obtained Incomes and the Financing of
Terrorism", and the requirements of Bank of Russia regulations
issued in compliance with the indicated Federal Law, and taking
into account repeated applications within one year of measures
envisaged by the Federal Law "On the Central Bank of the Russian
Federation (Bank of Russia)".

The Bank of Russia, by virtue of Order No. OD-1080, dated
April 26, 2018, appointed a provisional administration to JSCB
New Credit Union (JSC) for the period until the appointment of a
receiver pursuant to the Federal Law "On Insolvency (Bankruptcy)"
or a liquidator under Article 23.1 of the Federal Law "On Banks
and Banking Activities".  In accordance with federal laws, the
powers of the credit institution's executive bodies have been
suspended.

JSCB New Credit Union (JSC) is a member of the deposit insurance
system.  The revocation of the banking licence is an insured
event as stipulated by Federal Law No. 177-FZ "On the Insurance
of Household Deposits with Russian Banks" in respect of the
bank's retail deposit obligations, as defined by law.  The said
Federal Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than a total of
RUR1.4 million per depositor.

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


UDMURTIA: Fitch Affirms B+ Long-Term IDRs, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed the Russian Republic of Udmurtia's
Long-Term Foreign- and Local-Currency Issuer Default Ratings
(IDR) at 'B+' with Stable Outlooks and Short-Term Foreign-
Currency IDR at 'B'. The region's senior unsecured debt ratings
have been affirmed at 'B+'.

The affirmation reflects Fitch's unchanged baseline scenario
regarding Udmurtia's high debt levels and exposure to operating
volatility over the medium term. The Stable Outlook assumes no
significant deterioration of the republic's credit metrics over
2018-2020.

KEY RATING DRIVERS
The 'B+' ratings reflect a long track record of weak operating
performance, which has been insufficient to cover the republic's
interest expenses and large deficits, in turn leading to the
accumulation of high debt levels. The ratings also take into
account a developed industrial economy and a weak institutional
framework for Russian sub-nationals.

Debt and Other Long-Term Liabilities Assessed as Weak; Trend
Stable
Fitch projects the region's direct risk will remain high at above
80% of current revenue over the medium-term (2017: 76%).
Udmurtia's debt portfolio is weighted towards market debt (53% of
total outstanding as of 1 March 2018), exposing the republic to
market fluctuations and high interest payments. It includes three
bond issues with five- to 10-year maturities and bank loans. The
rest are budget loans at a subsidised interest rate of 0.1%.

During 2017-2018 refinancing pressure has eased after the
administration contracted a RUB18.2 billion budget loan and
RUB14.5 billion borrowings from state-owned banks with a final
maturity in 2020-2021. As a result debt repayment is now
concentrated in 2020-2022 when 51% of debt comes due. The
weighted average life of the region's debt has improved to 4.9
years from 3.5 years.

Currently 41% of total outstanding debt is due in 2018-2020. As
of 1 March 2018, its remaining 2018 maturities totalled RUB8.8
billion (RUB4 billion budget loans, RUB4 billion bank loans and
RUB0.8 billion bonds), which will be rolled over with new bank
loans and possibly with a new bond issue, subject to market
conditions.

Fiscal Performance Assessed as Weak; Trend Stable
Fitch projects Udmurtia's budgetary performance will stabilise
and recover from a period of consistently negative operating
balances (averaged -0.6% in 2012-2016) and large budget deficits
(averaged 14% in 2012-2016). We expect an operating margin of 6%-
9% in the medium term, which will be sufficient to cover interest
expenses. Despite this improvement the republic's low fiscal
flexibility remains a constraint due to revenue concentration in
the oil sector, rigid operating expenses and high interest
expenses (5% of operating revenue in 2017). This makes Udmurtia's
budgetary performance vulnerable to oil price and interest rate
fluctuations.

During 2017 Udmurtia significantly improved its performance as
its operating margin grew to 13.7% (2016: 4.7%) and its balance
before debt turned positive at 1.2%. The improvement was driven
by a more prudent policy of the new administration, which
optimised operating expenses by RUB2 billion (decrease of 3.8%
yoy) and negotiated additional current transfers of RUB3 billion
(up 32% yoy). Tax revenues rose only 1.7% yoy as a result of a
high base in 2016, when the republic experienced inflow of
corporate income tax proceeds from the oil sector.

Management and Administration Assessed as Neutral; Trend Revised
to Stable from Negative
The revision of trend to stable reflects the more prudent
approach of the new administration. The previous administration
was characterised by unrealistic budget planning and postponement
of expense payments. It also failed to meet the restrictions on
debt stock and budget deficits imposed by the national finance
ministry in return for financial support. The current
administration, in contrast, has introduced measures to address
the longstanding structural imbalances of the republic's budget.
We assume that no significant adverse changes will be made to the
budgetary practice over the medium term.

Economy Assessed as Neutral; Trend Stable
The republic has a developed industrial economy focused on the
oil extraction, metallurgy, machine-building and military
sectors. This helps smooth the impact of business cycles and
keeps Udmurtia's wealth metrics in line with the national median.
In 2017 the republic's GRP grew 0.4%, worse than the wider
Russian economy (1.5% growth). According to the republic's
administration, the local economy is forecast to grow 1%-2% p.a.
in 2018-2020. Fitch projects Russia's GDP will grow 2% in 2018.

Institutional Framework Assessed as Weakness; Trend Stable
Fitch views the republic's credit profile as constrained by the
weak Russian institutional framework for sub-nationals, which has
a shorter record of stable development than many of its
international peers. The predictability of Russian local and
regional governments' budgetary policy is hampered by the
frequent reallocation of revenue and expenditure responsibilities
within government tiers.

RATING SENSITIVITIES
Stabilisation of direct risk at below 70% of current revenue and
maintaining an operating balance that is sufficient to cover
interest payments on a sustained basis could lead to an upgrade.

Inability to curb continuous growth of total indebtedness,
accompanied by an increase in refinancing pressure and a negative
operating balance, would lead to a downgrade.


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


CATALONIA: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Autonomous Community of
Catalonia's (Catalonia) Long-Term Foreign- and Local-Currency
Issuer Default Ratings (IDR) at 'BB' and removed them from Rating
Watch Negative (RWN). The Outlook is Stable. The Short-Term
Foreign Currency IDR of 'B', and the ratings on the EMTN
programme and bond issues - all rated at 'BB'/'B' have also been
affirmed and removed from RWN.

KEY RATING DRIVERS

The rating actions reflect: (i) the central government is
continuing to service Catalonia's debt and despite the political
uncertainties, we consider this will continue; (ii) the tensions
between the governments have reduced, while pro-independence
parties have a majority at the regional parliament; and (iii) the
Catalan economy is performing well, as indicated by the increase
in the number of workers.

Fitch placed Catalonia on RWN on 5 October 2017 following the
escalation of the political tensions between the central
government and Catalonia, in the aftermath of the referendum held
on October 1, which was ruled illegal by the Spanish
constitutional court. Intervention by the central government in
Catalonia's administration led to regional elections taking place
on December 21.

The rating actions reflect the following key rating drivers and
their relative weights:

HIGH
Institutional Framework: Neutral/Stable
In 4Q17, political developments increased uncertainty with
respect to liquidity support from the central government,
provided through the Regional Liquidity Fund (FLA), for the
ongoing payment of Catalonia's debt obligations. It is still too
early to consider that relationship between both government has
returned to normal, but social unrest and tensions have eased. In
March 2018, the Spanish Council of Ministers authorised Catalonia
to rollover its EUR118.78 million short-term debt until the end
of June 2018. We consider that uncertainties about the
availability of liquidity mechanisms have now disappeared.

MEDIUM
Management and Administration: Weakness/Negative.
The regional elections in December 2017 saw a high level of
participation (4.392 million; more than 79%). The three pro-
independence parties retained a parliamentary majority with 70 of
135 seats (from 72 in the 2015 elections), and the four other
parties gathered around 42.5% of the vote and 65 seats. The
centrist Citizen's Party (anti-independence) obtained the most
votes with around 1.1 million, and 36 seats.

Nevertheless, the vote, and distribution of deputies is
fragmented and as to date, there is still no regional president.
Ousted president Puigdemont announced in March 2018 his
withdrawal from being candidate. If the regional parliament does
not agree on a nomination before 22 May, further elections are
possible.

Economy: Strength/Stable
The national statistics agency estimated that nominal GDP grew in
2017 for Catalonia 3.9% y.o.y. versus 3.8% for Spain. With GDP
estimated at around EUR223 billion, Catalonia represented 19.2%
of the Spanish economy. There had been some concerns about the
impact of the political crisis on the economy, but GDP data so
far does not demonstrate it. The 4Q17 employment survey indicated
a 3.5% increase in the number of employees in Catalonia, versus
2.6% for Spain. The survey also showed an employment rate of
53.93% versus 49.07% for Spain.

LOW
Fiscal Performance: Weakness/Stable
2017 preliminary accounts indicate that the regional government
was able to generate a positive operating balance, while it was
negative in 2008-2016. Under the base case scenario, Fitch
expects a slight improvement of the operating performance.

Debt and Liquidity: Weakness/Stable
Financial debt at end-2017 was EUR68.55 billion versus EUR48.13
billion at the end of 2013. At end-2017, as much as EUR54.45
billion was contracted under the different mechanisms of the
central government, offering a favourable calendar of
amortisation, and therefore the average life of debt was
estimated at 4.2 years.

KEY ASSUMPTIONS
Fitch assumes that the region will continue to have access to
state liquidity support for debt servicing over the medium term.

RATING SENSITIVITIES
Negative rating action would stem from another wave of
deterioration in the relationship with the central government.
Fitch will particularly monitor the designation of the president
of regional government and in case of failure by 22 May, new
regional elections would have to be scheduled in 2018.

A return to a normal political relationship with the central
government would be necessary for Fitch to consider rating
Catalonia at the support rating floor of 'BBB-'.


INSTITUTE CATALA: Fitch Affirms 'BB/B' Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed Institut Catala de Finances' (ICF)
Long- and Short-Term Issuer Default Ratings (IDR) at 'BB' and
'B', respectively. The IDRs have been removed from Rating Watch
Negative (RWN). The Outlook is Stable. The long- and short-term
ratings on ICF's senior unsecured outstanding bonds and
commercial paper (CP) programme have also been affirmed at 'BB'
and 'B' respectively and removed from RWN.

KEY RATING DRIVERS

This action follows that taken on the Autonomous Community of
Catalonia's (Catalonia) Long-and Short-Term Issuer Default
Ratings of 'BB' and 'B', respectively. IFC's ratings mirror those
of Catalonia, particularly following the region's enhanced
support for ICF via a statutory guarantee as a result of the 29
July 2011 amendment to the regional Decree Law 4/2002. ICF is a
public law entity wholly owned by the regional government of
Catalonia.

ICF plays a key role in promoting regional development. It was
created to channel public credit and foster the economic and
social development of Catalonia, in line with the region's
finance policies. The regional government also appoints three of
nine members of ICF's Board of Directors, including the President
although the majority of Directors are independent since 2015,
nominated by ICF's internal appointment and remuneration
committee.

RATING SENSITIVITIES

Changes to the ratings of Catalonia would be mirrored in those of
ICF. Furthermore, ICF's ratings would be reassessed in case of a
change in the statutory guarantee, although this is currently
unlikely.


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T U R K E Y
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YASAR HOLDING: Moody's Confirms B2 CFR & Assigns Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family
rating (CFR), the B2-PD probability of default rating (PDR), as
well as the B2 rating on the senior unsecured notes of Yasar
Holding A.S. (Yasar), a leading manufacturer of Turkish consumer
products. The outlook on all ratings is negative. This action
concludes the rating review for downgrade that Moody's had
initiated on December 13, 2017.

"The confirmation reflects Moody's understanding that Yasar is
taking solid steps to sustainably reduce its exposure to short-
term debt refinancing." says Thomas Le Guay, a Moody's analyst.
"The negative outlook reflects that some execution steps
nevertheless remain to be taken in order to strengthen its
liquidity risk profile over the medium term."

RATINGS RATIONALE

Moody's has concluded its review for downgrade by confirming
Yasar's B2 ratings as a result of the steps Moody's recognizes
Yasar has taken - or is in the process of implementing - to
sustainably reduce its exposure to short-term debt refinancing.
Moody's expects the company's short-term debt to represent around
15% of total debt for the next 12 to 18 months, compared to 29%
as of September 30, 2017.

The negative outlook reflects Moody's understanding that Yasar is
in the process of further improving its liquidity profile.
However, in the absence of these improvements Moody's would
continue to view Yasar's liquidity profile as weak over a 12 to
18 months horizon, and could downgrade the rating if the
company's liquidity profile does not sustainably improve as
anticipated. The company remains particularly exposed in the
event of a sudden lack of market access to funding, as it
continues to rely on short-term debt being rolled-over -- albeit
to a lower extent than in the past -- without a corresponding
access to sufficient cash balances or committed credit
facilities.

Moody's expects Yasar's financial profile to materially improve
in 2018, as the company's operating performance rebounds from a
period of declining operating performance from the second half of
2016 to the second half of 2017. Moody's understands that Yasar
is now able to pass through increases in input costs on a timely
basis and despite the continued depreciation in the Turkish lira.
Moody's expects the company's leverage, as measured by Moody's-
adjusted debt/EBITDA, to decline back below 4.5x in the twelve
months to June 30, 2018, from a trough of 5.6x in the twelve
months to June 30, 2017.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would downgrade Yasar's ratings if it failed to
sustainably improve its liquidity profile within the next 12 to
18 months. A downgrade could also occur if the company's Moody's-
adjusted EBIT margin were to fall below 6%, debt/EBITDA to rise
above 5.0x, or EBIT/interest cover to decrease below 1.0x.
Moody's would stabilize the outlook on Yasar's ratings in case of
a sustained improvement in the company's liquidity profile.
Although unlikely in the near-term given the negative outlook, an
upgrade would require a material and sustained improvement in the
company's liquidity profile, associated with credit metrics
commensurate with a B1 CFR such that Moody's-adjusted debt/EBITDA
ratio trends towards 4.0x, EBIT margin is maintained above 8%,
and EBIT/interest cover ratio is maintained above 2.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Packaged Goods published in January 2017.

Established in 1945, Yasar is a leading diversified Turkish
consumer products group with major interests in food and beverage
(F&B) and paint coatings, with two leading brands: Pinar and Dyo.
In the 12 months ended 31 September 2017, Yasar reported TRY3.9
billion ($1.1 billion) of sales and TRY289 million ($82 million)
of operating profits, and operated 17 production facilities and
168,000 sales points across Turkey. The company is fully owned
and controlled by the Selcuk Yasar family.


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U K R A I N E
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UKRAINIAN RAILWAY: S&P Raises ICR to 'CCC+', Outlook Developing
---------------------------------------------------------------
S&P Global Ratings said that it had raised its long-term issuer
credit rating on Ukrainian Railway PJSC (Ukrzaliznytsia) to
'CCC+' from 'SD' (selective default).

S&P said, "At the same time, we affirmed our 'CCC+' issue rating
on the $500 million loan participation notes (LPNs) due 2021
issued by Ukrainian Railway's finance subsidiary, Shortline PLC.

The upgrade reflects the fact that Ukrzaliznytsia has largely
completed the restructuring of its debt and completely removed
the cross-default provisions of its notes due 2021 with as yet
unrestructured Ukrainian hryvnia (UAH) 3.9 billion ($153 million)
of local bank debt. The unrestructured debt is about 12% of
Ukrzaliznytsia's total debt, has been under renegotiation for
several years, and S&P views the risk of bankruptcy as limited at
this stage. S&P understands that the Ukrainian government would
aim to avoid any bankruptcy procedure, while the debt
restructuring does not affect Ukrzaliznytsia's ability to
continue operations, capital spending, and servicing other
outstanding debt.

At the same time, certain local regulations prohibit
Ukrzaliznytsia from meeting all the requirements on some of its
already restructured, and currently performing, bank loans. S&P
understands this has not led the lender banks to accelerate debt,
but has created the possibility of a cross-default between these
loans and the currently outstanding notes, after the expiration
in June 2019 of the 1.5-year carve-out from the cross-default
provision with already restructured debt.

S&P said, "We believe that Ukrzaliznytsia might attempt to
refinance or amend the terms of these obligations so as to rule
out incompliance with any terms and avoid the possibility of
cross-default. We also see the possibility that the company may
revise other financing terms. Depending on the terms of such
amendments, we might view the restructuring as opportunistic or
distressed. If the creditors receive less than originally
promised, we would likely view it as a distressed exchange and
hence tantamount to default. If the transaction just amends
certain terms without impairing value for creditors, or if the
company refinances that debt, we would view the transaction as
opportunistic and potentially as reducing spillover risks for
other indebtedness. Rating upside would also depend on the
company's strategy and willingness to pay."

Ukrzaliznytsia continues to consolidate certain assets and
liabilities of Donetsk Railway, which it does not control. These
include about UAH4.1 billion of debt, which has been under the
government's debt-servicing moratorium since Feb. 17, 2017.
Ukrzaliznytsia is therefore legally prohibited from repaying
these obligations. S&P also understands that no newly
restructured debt has cross-default with the Donetsk Railway
obligations, including the US$500 million LPNs due 2021.

S&P said, "Despite the ongoing restructuring, Ukrzaliznytsia has
delivered relatively stable results recently, with an S&P Global
Ratings' adjusted debt to EBITDA of 1.9x (we calculate it on a
gross basis) and funds from operations to debt of 43.7% in 2017.
The performance was supported by tariff increases and higher
freight volumes, including more profitable transit operations.
Although we expect leverage to increase moderately in the coming
years, due to higher investments, we expect it to remain
manageable for the company in the coming two years.

"The developing outlook reflects the possibility that we could
raise or lower the ratings on Ukrzaliznytsia, depending on the
actions the company might take to amend the terms of its bank
debt. If the company were to conduct restructuring of its debt,
we would review its terms to conclude whether it was
opportunistic or distressed.

"We could lower our ratings if Ukrzaliznytsia restructures its
debt in the coming 12 months and we consider such a restructuring
as distressed, giving the debtholders less value than originally
promised.

"We could raise our ratings if the company were to undertake a
restructuring that we considered as opportunistic, while
preserving the value without harming the debtholders. We could
also raise the ratings if the company decided to use refinancing
to eliminate the risks from its debt portfolio. In either case,
we would estimate whether any risk of technical default or cross-
default with the outstanding notes remained.

"For an upgrade, we would consider Ukrzaliznytsia's willingness
and capacity to service its debt on a consistent basis. Our
assessment would include the analysis of the forecast cash flows
and the company's liquidity."


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


CARPETRIGHT PLC: Creditors Approve Restructuring Plans
------------------------------------------------------
Cat Rutter Pooley at The Financial Times reports that Carpetright
has avoided collapsing into administration after more than three-
quarters of its creditors approved restructuring plans that would
see more than 90 of its stores close.

The success of the struggling furnishing retailer's plan still
depends on whether it can persuade investors to buy more than
GBP60 million-worth of new shares next month, the FT states.  But
on April 26, Carpetright said "the company continues to trade
under the control of the directors, operating as a going
concern," the FT relates.

The company is not and will not be in administration as a result
of the approval of the emergency turnround plan by lenders, the
FT notes.

Carpetright has been suffering from high costs, poorly located
stores and the changing shopping habits of British consumers, the
FT relays.

According to the FT, under the terms of the turnround deal set
out earlier this month, Carpetright plans to close 92 stores and
renegotiate the terms of the leases on a further 113 stores.  The
company, as cited by the FT, said landlords were the only lenders
who would be hit by the plans.

Carpetright said the planned equity capital raising, designed to
shore up the retailer's balance sheet, was on course to go ahead
next month, the FT relates.  If that is approved, and barring any
legal challenge from shareholders, the deal with landlords will
come into effect, the FT says.

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


COMPASS III: Moody's Assigns B3 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating (CFR) and probability of default rating (PDR) of B3 and
B3-PD to Compass III Limited ("Wyndham Europe"), a leading
European manager of holiday rentals. Concurrently, Moody's has
assigned a B2 rating to the proposed senior secured facilities
and a Caa2 rating to the proposed second lien loan to be issued
by Compass IV Limited. The senior secured facilities include
EUR585 million Term Loan B (TLB) due 2025 and a multi-currency
EUR 105 million revolving credit facility (RCF) due 2024. The
EUR167 million second lien loan is due in 2026. The rating
outlook is stable.

"The assigned B3 CFR reflects Wyndham Europe's established market
position in the European holiday rental market, historical
evidence of good customer retention rates and solid margins.
However, the rating also reflects high starting leverage,
relatively small size of the individual business segments and
exposure to technological risk" says Egor Nikishin, a Moody's
lead analyst for Wyndham Europe.

Proceeds from the proposed debt issuance along with approximately
$0.4 billion of cash equity contributed by Platinum Equity
Advisors LLC (Platinum) will be used to fund the $1.3 billion
buyout of Wyndham Europe from Wyndham Worldwide Corporation
(Baa3 / RUR down).

Wyndham Europe is a carve-out from Wyndham Worldwide. The company
operates in three main business segments: Landal Parks
(Netherlands-based holiday parks operator and franchisor),
Novasol (professional agent for Continental European holiday
homes) and Wyndham Vacation Rental (WVR), which includes a rental
agency business for UK holiday cottages, lodges, parks and
boating accommodations, as well as a specialist villa tour
operator business. In 2017, Wyndham Europe generated $744 million
in revenue and $125 million in management adjusted EBITDA.

RATINGS RATIONALE

The corporate family rating is supported by the company's (1)
established position in the European holiday rental market,
particularly in the Netherlands (Aaa stable), where Landal is a
market leader with a history of resilient revenue growth over the
last ten years; (2) solid position in a fragmented and niche
rental agency market with WVR's and Novasol's broad service
offering and track record of more than 80% annual retention rate
(3) focus on geopolitically stable countries in the European
Union thus limiting the risk of potential travel disruptions; (4)
some business and geographical diversification with Landal
operating holiday parks mostly in the Netherlands and Germany,
and Novasol and WVR operating agency businesses with holiday
accommodations and travelers in several European countries; (5)
healthy reported EBITDA margins of 16%, structurally negative
working capital and moderate capital spending needs.

The rating is constrained by the company's (1) high Moody's
adjusted leverage of approximately 7.5x for 2017 pro-forma for
the transaction, which Moody's expect to meaningfully decline
only starting from 2019; (2) exposure to some technological risk
as it pertains to its agency businesses; (3) small revenue base
of the individual business segments which have operated
independently under Wyndham's ownership; (4) some seasonality
with peak demand in the summer months and (5) un-hedged currency
risk because of its predominantly euro-denominated debt compared
to approximately two-thirds of EBITDA generated in British Pound
and Danish Krone.

In addition to the ongoing growth of the business, the new
sponsor, Platinum, have planned significant cost savings and
revenue uplifts for the next four years of which $25 million are
expected in the next 12 months. The key initiatives include
optimisation and centralized coordination of marketing and sales
channels, increase in productivity of the staff and tighter cost
controls and integration of the back office operations. If
realised, the initiatives will help to increase the existing
EBITDA margin significantly. While there is a clear potential to
achieve some savings for the three businesses which were
previously operated independently, there is some execution risk
in light of the significant scale of the changes in different
areas. The initiatives also include significant upfront costs,
which will limit the positive effect in the first 12-18 months
following the transaction.

Wyndham Europe's agency businesses are also exposed to
technological risks as well as potential competitive moves from
larger players including booking.com and Airbnb. At the moment
Wyndham Europe is partially insulated from such competitors owing
to the wider range of services offered to homeowners, including
property maintenance, cleaning, guest reception and key handling,
which provides the homeowners with complete solutions and time
savings.

The company's liquidity post refinancing will be adequate, based
on the expected $75 million cash balance at the close of the
transaction, as well as its EUR125 million committed revolving
credit facility (RCF) which is expected to be partially used to
cover seasonal working capital outflows in the second half of the
year. The RCF contains a leverage-based springing covenant tested
if the facility is drawn more than by 35% and for which Moody's
expects there will be comfortable headroom at the time of
closing.

The B2 ratings assigned to the proposed EUR 585 million senior
secured first lien TLB and the EUR 167 million RCF is one notch
above the group's corporate family rating. The rating on these
instruments reflect their contractual seniority in the capital
structure and the equity cushion provided by the second lien.
Based on draft documentation, the collateral package consists of
a pledge over the majority of the group's bank accounts,
intragroup receivables and shares. The facilities also benefit
from upstream guarantees from the group's operating subsidiaries
representing more than 80% of aggregate EBITDA and assets.
However, the security package does not include the company's
owned parks and land in the Netherlands with an approximate value
of EUR300 million. Lenders of the second lien term loan benefit
from the same collateral and guarantee package, but on a
subordinated basis, therefore the rating of the second lien term
loan is Caa2 or two notches below the group's B3 corporate family
rating.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that the
company's business will continue to expand. As a result, EBITDA
will grow supported by strong holiday bookings as well as the
gradual delivery of the planned cost and revenue initiatives.
Moody's anticipate that the company's credit profile will
strengthen over time while maintaining an adequate liquidity.

FACTORS THAT COULD LEAD TO AN UPGRADE

A higher rating would require Wyndham Europe to build a track
record of profitability improvements. Quantitatively, Moody's
would consider a positive rating action if Moody's adjusted
Debt/EBITDA were to decline to below 6x while maintaining a
consistently positive free cash flow generation.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Negative rating pressure would result from any operational
difficulties preventing the company's EBITDA to grow and its free
cash flow generation to remain positive. A material increase in
leverage and any liquidity challenges could also result in
negative rating pressure.

COMPANY PROFILE

Wyndham Europe is a carve-out from Wyndham Worldwide. The company
operates in three main business segments: Landal Parks
(Netherlands-based holiday parks operator and franchisor),
Novasol (professional agent for Continental European holiday
homes) and Wyndham Vacation Rental (WVR), which includes a rental
agency business for UK holiday cottages, lodges, parks and
boating accommodations, as well as a specialist villa tour
operator business. In 2017, Wyndham Europe generated $744 million
in revenue and $125 million in management adjusted EBITDA.

PRINCIPAL METHODOLOGY

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


DEBENHAMS PLC: S&P Lowers ICR to 'B+', Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K. department store retailer Debenhams PLC to 'B+' from 'BB-'.
The outlook is negative.

S&P said, "At the same time, we lowered our long-term issue
ratings on the GBP225 million senior unsecured notes (of which
GBP200 million remain outstanding) to 'B+' from 'BB-', in line
with the issuer credit rating. The '3' recovery rating on these
notes is unchanged, reflecting our expectation of average
recovery (50%-70%; rounded estimate: 60%) in the event of
default.

"The downgrade reflects our view that, despite signs of
improvement in the second half of the year, overall trading
conditions for discretionary goods retailers in the U.K. will
remain extremely challenging in 2018. Debenhams' recently
reported further declines in like-for-like sales and
profitability margins have led to credit metrics that are
materially weaker than in our previous base case, particularly
regarding reported free operating cash flow (FOCF) generation.
Although management has taken steps to preserve cash--through a
reduction in expansionary capex and dividends--we no longer
expect reported FOCF will be sufficient to cover dividend
payments in the coming years, necessitating further drawdowns on
the group's RCF. This weakening of Debenhams' cash flow
generation will limit the group's ability to reduce its adjusted
leverage from already elevated levels, and lessen its ability to
withstand additional operating setbacks, which could further
weaken the group's credit quality and covenant headroom. Although
Debenhams retains the flexibility to cut dividends and capital
expenditure (capex) further, we do not currently incorporate this
in our base case."

The long-term rating is constrained by the fiercely competitive
nature of Debenhams' markets; the seasonality of its cash flows;
its exposure to changing fashion trends and consumer preferences;
and its high adjusted leverage. The rating is supported by
Debenhams' solid mid-market position as a leading U.K. department
store retailer with a strong brand and a growing presence online.

Debenhams' overall credit profile also benefits from its modest
on-balance-sheet financial debt, its fast-growing online
platforms, and its ability to flex both capex and dividends to
match earnings expectations.

S&P said, "We expect current conditions to pose the greatest
challenge for retailers--such as Debenhams--with high operational
gearing on account of large store estates and substantial
associated fixed rental expenses. Although macroeconomic
conditions in the U.K. are proving more resilient than we
previously expected -- driven by slowing inflation and a robust
labor market -- we expect declining real wages and footfall in
the first half of the year will weigh on discretionary goods
retailers' toplines and margins as they compete to maintain their
share of a smaller consumer wallet. We continue to believe that
secular changes in spending habits, brought about by online
disruptors and a shift toward entertainment-based spending, is
likely to result in divergent performance across the sector.

"We anticipate that the strategic changes Debenhams intends to
make to its stores will take time to bear fruit and require
substantial capex given the overall size of the store estate,
limiting short-term cash flow generation. As part of its
"Redesigned" strategy, Debenhams intends to selectively close up
to 10 stores and downsize another 30, while refurbishing and
introducing more entertainment-based offerings -- such as food
and beauty services -- to a further handful.

"Debenhams' e-commerce business is growing rapidly -- 9.7% year-
over-year in the first half of FY2018 -- reflecting the overall
shift in consumer spending habits and the group's substantial
investment in new platforms. We still view the group's growing
multi-channel capabilities and own brand products as key
mitigating factors to the risk of product substitution posed by
online competitors. That said, we continue to expect the group's
e-commerce revenues to grow at a slower pace than online-only
players such as Asos and Zalando. As such, we expect that like-
for-like (LFL) declines at physical stores will continue to more
than offset any near-term further improvements to the group's e-
commerce revenues."

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

-- Moderate U.K. real GDP growth of 1.3% in 2018 and 1.5% in
    2019, along with lower consumer price inflation (CPI) of 2.3%
    in 2018 -- compared with 2.7% last year -- and 1.9% in 2019,
    reflecting S&P's expectation of at least one policy rate hike
    this year, if not two. S&P also expects a mild reduction in
    real consumption growth -- to 1.1% in both 2018 and 2019 --
    as households continue to adjust to the uncertain outlook.
    That said, wage growth is picking up while inflation is
    coming down, and as a result S&P expects real wage growth
    should return to positive territory in a few months;

-- Continued overall underperformance in the U.K. discretionary
    retail sector in 2018 and 2019 relative to nominal
    consumption growth, reflecting the real wage contraction in
    the first half of the year and the continued shift toward
    entertainment spending and away from more traditional retail
    propositions;

-- Further modest 2%-3% declines in statutory revenues in FY2018
    as growth in online and international LFL sales fails to
    offset declines in U.K. store LFL sales. S&P expects these
    topline declines to level off from FY2019 onward;

-- Substantial reduction in absolute EBITDA in FY2018 as
    strategy-related exceptional expenses compound gross margin
    pressures. S&P said, "We expect reported EBITDA margins of
    6%-7% in FY2018, compared with 8.1% last year. We expect
    margins to begin to pick up in FY2019 as the group's
    strategic and cost-saving initiatives begin to bear fruit and
    as exceptional expenses reduce. We expect the appreciation of
    sterling in recent months to provide only marginal gross
    margin benefits in FY2019 -- reflecting Debenhams' relatively
    long hedging policy -- but expect this to provide more
    material uplift in FY2019;

-- Capex of up to GBP135 million-GBP140 million in FY2018, as
    per management's guidance. S&P expects capex to remain
    elevated -- GBP120 million-GBP130 million -- in the following
    couple of years as the group continues to invest in mobile
    platforms and store refurbishments; and

-- Dividends of GBP21 million in FY2018. S&P expects dividends
    to remain at this lower level until profitability recovers
    and expansionary capex tails off. S&P assumes no share
    buybacks in the near term.

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

-- Adjusted EBITDA of GBP350 million-GBP370 million in FY2018 --
    compared with the GBP400 million generated in FY2017. S&P
    expects this to increase to GBP380 million-GBP400 million in
    FY2019, reflecting the aforementioned margin improvements.
    These correspond to a reported EBITDA, after exceptional
    expenses, of around GBP135 million-GBP155 million and GBP155
    million-GBP175 million in FY2018 and FY2019, respectively;

-- Adjusted debt-to-EBITDA of around 7.0x in FY2018, up from
    around 6.5x in FY2017. S&P expects earnings growth in FY2019
    to result in a modest deleveraging, back toward 6.5x;

-- Adjusted funds from operations (FFO)-to-debt of 6%-9% in both
    FY2018 and FY2019;

-- Negative reported FOCF of up to GBP10 million in FY2018,
    before returning to positive levels of around GBP10 million
    in FY2019;

-- Adjusted FOCF-to-debt of 2%-4% in FY2018 and FY2019, before
    picking up to sustainably above 5% from FY2020 onward;

-- Materially negative reported discretionary cash flow (DCF) in
    FY2018 of up to GBP30 million, before moderating in FY2019 to
    around negative GBP15 million; and

-- S&P Global Ratings-adjusted EBITDAR coverage (defined as
    reported EBITDA after exceptional expenses and before rent,
    over cash interest plus rent) of 1.5x-1.6x in FY2018,
    improving to 1.6x-1.7x in FY2019.

The negative outlook reflects the extreme competitive pressures
faced by discretionary goods retailers in the U.K., where
macroeconomic conditions -- albeit improving -- remain generally
weak.

S&P expects these pressures to constrain Debenhams' operating
performance over the next six to 12 months.

S&P said, "We forecast that these competitive pressures, combined
with the ambitious program related to the group's "Redesigned"
strategy, will result in negative reported FOCF in FY2018,
increasing adjusted leverage to beyond 7.0x. We expect reported
FOCF to turn positive in FY2019 as these pressures moderate
somewhat and the company reaps the benefits of its strategic
initiatives and restructuring measures, and its online sales
continue to ramp up.

"We could lower the rating if Debenhams' operating performance
comes under further pressure, which could lead to sustainably
negative reported FOCF if not met by further timely adjustments
to the group's cost base or financial policy -- particularly with
respect to investments and shareholder returns. This would
require Debenhams to fund dividends with further drawdowns on the
RCF, materially weakening its credit metrics.

"We could also consider a negative rating action if Debenhams'
EBITDAR coverage weakened toward 1.5x or if we thought Debenhams'
liquidity position had weakened due to, for example, a tightening
of its covenant headroom, which could limit its access to its
committed facilities.

"We could revise the outlook back to stable if, as a result of a
sustained improvement in top line, better profitability, or
tighter management of working capital and capex, Debenhams
sustainably improved its expected reported FOCF generation to the
point that these cash flows cover future dividends, and its
EBITDAR coverage approached 2.0x."

Any positive rating action would also be contingent on Debenhams'
competitive standing remaining robust and management maintaining
stronger credit metrics than our base case currently suggests,
while using DCF for enhancing liquidity or debt reduction.


HSS HIRE: S&P Places 'B' Issuer Credit Rating on Watch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'B' long-term issuer credit rating
on HSS Hire Group PLC (HSS Hire) and its 100%-owned subsidiary
HSS Financing PLC on CreditWatch with negative implications.

At the same time, S&P placed its 'B+' issue rating on the group's
outstanding GBP136 million senior secured fixed-rate notes due
2019 on CreditWatch with negative implications.

The CreditWatch placement reflects the fact that HSS' GBP80
million RCF matures in July 2019 and its GBP136 million notes
mature in August 2019. HSS currently has pressured liquidity,
with very low cash balances and only about GBP11 million headroom
under the existing RCF.

S&P said, "If HSS Hire has not refinanced its existing GBP80
million RCF by July 2018, then this facility would have less than
12 months tenor and we would exclude the existing headroom from
our liquidity calculations. This would result in us reassessing
HSS' liquidity to less than adequate and likely lowering the
ratings by one or more notches.

"We note that HSS Hire currently has very low cash balances and
the RCF is heavily drawn, meaning that its liquidity position is
already pressured and any operational underperformance versus our
base case could also result in downward ratings pressure."

In terms of operating performance, HSS Hire recently reported its
full-year 2017 results and posted sizable impairments and
restructuring-related costs of about GBP66.6 million. This
depressed HSS Hire's expected S&P Global Ratings-adjusted EBITDA
and therefore credit metrics. On the other hand, the impairments
and restructuring costs borne in the full-year 2017 financial
statements are a result of management proactively adapting the
group's distribution model/footprint and streamlining its cost
base. A sizable portion of the GBP66.6 million impairment and
restructuring cost relates to a contract with Unipart, relating
to the previous logistics distribution model (a contract that HSS
has now fully exited). S&P notes that core operating results and
profitability have improved gradually for the past six-to-nine
months. Management seems to have successfully turned the business
around; it continues to deliver operational transformations and
is focused on reducing HSS Hire's cost base to improve
profitability.

HSS Hire will remain exposed to tough market conditions,
aggressive competition, demand volatility related to seasonality,
and any unexpected delays in management's continued efforts to
optimize HSS Hire's logistics network or streamline the group's
cost base. Given the group's geographic concentration on the
U.K., it could also face market headwinds arising from the U.K.
leaving the EU.

S&P's base-case operating scenario for FY2018 assumes:

-- U.K. real GDP growth of about 1.4%.
-- Revenues of about GBP340 million.
-- S&P Global Ratings-adjusted EBITDA margin of 22%-24%.

After a period of high growth and ambitious capital expenditure
(capex) to expand its fleet and invest in its centralized
engineering and distribution center, management has improved
capital efficiency and, as S&P expected, reduced capex to protect
cash flows and liquidity. No major acquisitions or divestitures.
This results in the following credit measures in 2018:

-- Debt to EBITDA of about 4x.
-- Free operating cash flow to debt of less than 10%, reflecting
    the capex-intense nature of the business.

S&P said, "We aim to resolve the CreditWatch within the next
three months. If HSS Hire is able to execute a refinancing of its
RCF and, in turn, its GBP136 million notes (as both will likely
be refinanced at the same time) and the company continues to
improve profitability and perform at least in line with our base
case, then we could assign a stable outlook. If the company does
not refinance the RCF by July 2019 then we would likely reassess
its liquidity as less than adequate and lower the ratings by one
or more notches."


OWL FINANCE: Moody's Assigns 'B3' CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family rating
(CFR) and a B3-PD Probability of Default rating (PDR) to Owl
Finance Limited ("Yell" or "the company"), the indirect 100%
shareholder of Yell Limited, a leading provider of digital
marketing services to small and medium enterprises ("SMEs") in
the UK. Concurrently, Moody's has assigned B3 ratings to the
GBP225 million senior secured notes due 2023 issued by Yell
Bondco plc. The outlook on all ratings is stable.

This is the first time Moody's has assigned ratings to Yell.
Proceeds from the senior secured notes will be used to refinance
existing debt, make a contribution to the company's pension fund
and pay related expenses.

"Yell is a leading digital market service provider for UK local
businesses, operating a low capex model with good cash conversion
that helps to mitigate high opening leverage of 4.1x and the
relatively small scale of this niche player," says Colin Vittery,
a Moody's Vice President - Senior Credit Officer and lead analyst
for Yell.

RATINGS RATIONALE

The B3 CFR assigned to Yell reflects its: (1) established market
position providing digital marketing services to local businesses
in the UK; (2) important role in the UK digital ecosystem
providing online presence management and digital performance
enhancing services to SMEs; (3) subscription model with recurring
revenue base; (4) breadth and depth of relationships with search
engines, such as Google and social media companies, such as
Facebook; (5) exposure to growing digital markets; (6) nationwide
salesforce that represents a barrier to entry; (7) strong cash
conversion and positive free cash flow generation; and (8) good
liquidity.

The CFR also reflects its: (1) geographical concentration in the
UK; (2) relatively small scale compared to global digital
advertising players, with LTM December 2017 digital revenues of
GBP197 million; (3) need to stabilize the audience of Yell.com;
(4) high Moody's adjusted leverage of 4.1x at opening; (5)
relatively slow deleveraging profile given little scope for
margin growth; (6) and small implied equity cushion.

Yell has been created as a separate UK restricted group by means
of a corporate reorganization at Hibu Group Limited. The
reorganization legally separates the UK and US businesses of Hibu
Group Limited. Cash pay and PIK facilities relating to the pre-
reorganization capital structure of Hibu Group Limited will be
fully repaid / equitized on transaction closing.

Moody's considers that Yell has good liquidity. Whilst there is
not expected to be a material cash balance on closing, the
company has a strong cash generation profile and access to a new
GBP25 million undrawn super-senior revolving credit facility due
2022.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that revenues
will continue to grow at low -- mid-single digit rates and that
the Moody's adjusted EBITDA margin will be sustained at around
30%. The outlook also reflects Moody's expectation that liquidity
will remain adequate and that there will not be material debt-
financed acquisitions.

WHAT COULD CHANGE THE RATING UP / DOWN

Given the high opening leverage and need to deliver a track
record of operating independently and with leverage, there is
little upward pressure in the next 12 to 18 months. Upward
pressure may arise if: (1) there is a material transformation in
the scale and diversity of the company; (2) leverage is sustained
below 4.0x; and (3) the company establishes a track record of
operating without significant exceptional charges.

Negative pressure could be exerted if: (1) Moody's adjusted
leverage increases above 5.0x; or (2) liquidity weakens.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Owl Finance Limited

LT Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD

Issuer: Yell Bondco plc

Backed Senior Secured Regular Bond / Debenture, Assigned B3

Outlook Actions:

Issuer: Owl Finance Limited
Outlook, Assigned Stable

Issuer: Yell Bondco plc
Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Yell is a leading provider of digital marketing services to small
and medium enterprises ("SMEs") in the UK, helping SMEs to build
and maintain an effective online presence and facilitating
interaction with consumers. It achieves this through its online
business directory, Yell.com, and by providing over 130,000 SMEs
with a range of digital marketing solutions (including, for
example, website creation and maintenance and / or social media,
AdWords, video or display advertising campaigns). In the year
ended 31st December 2017, Yell reported pro forma revenues and
Digital EBITDA (as calculated by management) of GBP197 million
and GBP62 million, respectively.


* UK: Scottish Corporate Insolvencies Up 67% in First Qtr. 2018
---------------------------------------------------------------
Ian McConnell at Herald Scotland reports that corporate
insolvencies in the first quarter were up by 67% on the same
period of last year.

Tim Cooper, who chairs insolvency trade body R3 in Scotland,
highlighted his view that the latest figures signalled a return
to a trend of rising corporate insolvencies which began in early
2017, following a year-on-year dip in company failures in the
fourth quarter of last year, Herald Scotland notes.

The figures, from the Accountant in Bankruptcy (AiB), show there
were 259 corporate insolvencies in the opening three months of
2018, up from 155 in the first quarter of last year, Herald
Scotland discloses.

In the fourth quarter of last year, corporate insolvencies
totalled 202, which was down from 210 in the final three months
of 2016, Herald Scotland states.

According to Herald Scotland, Mr. Cooper noted that R3's members
had reported that a number of companies "sought urgent advice" in
the wake of the liquidation of construction and services company
Carillion.

Mr. Cooper also cited the potential impact of severe weather and
retail sector weakness, Herald Scotland relates.

"Another key factor behind the rise in insolvencies could well
have been the repeated bouts of severe weather which froze
activity in our high streets, roads, and on construction sites.
Festive trading was also not as strong as anticipated for many
firms, and the prospect of the looming 'quarter day' rent payment
due at the end of March may well have been the final straw for a
number of firms," Herald Scotland quotes Mr. Cooper as saying.



                            *********

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,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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