/raid1/www/Hosts/bankrupt/TCREUR_Public/180503.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, May 3, 2018, Vol. 19, No. 087


                            Headlines


C Z E C H   R E P U B L I C

ENERGO-PRO AS: Fitch Rates Senior Unsecured Notes 'BB(EXP)'


F R A N C E

DXO LABS: Files Chapter 11 Bankruptcy
IDEMIA FRANCE: S&P Alters Outlook to Stable & Affirms 'B-' ICR
OBERTHUR TECHNOLOGIES: Fitch Affirms 'B' LT IDR, Outlook Stable


G E O R G I A

BANK OF GEORGIA: Fitch Alters Outlook to Pos. & Affirms 'BB-' IDR


G E R M A N Y

CTC BONDCO: Fitch Assigns Final 'B' LT Issuer Default Rating
TELE COLUMBUS: Fitch Rates Proposed EUR500MM Sr. Sec. Notes 'BB-'


I R E L A N D

BAIN CAPITAL 2018-1: Moody's Rates Class F Notes '(P)B2'
BAIN CAPITAL 2018-1: Fitch Assigns B-(EXP) Rating to Cl. F Notes
CARLYLE EURO 2018-1: S&P Assigns B- (sf) Rating to Class E Notes
ST. PAUL'S CLO IX: Moody's Assigns (P)B2 Rating to Class F Notes
TOWD POINT 2016-GRANITE1: S&P Hikes G-Dfrd Notes Rating to BB(sf)


I T A L Y

SESTANTE FINANCE 2: Fitch Raises Ratings on 2 Note Classes to CCC
TAURUS 2018-IT: Fitch Assigns B(EXP) Rating to Class E Notes


L U X E M B O U R G

PLAY COMMUNICATIONS: S&P Withdraws 'BB' LT Issuer Credit Rating


N E T H E R L A N D S

HALCYON LOAN 2014: S&P Affirms B- (sf) Rating on Class F-R Notes


P O L A N D

GETBACK SA: Initiates Restructuring Plans, Postpones 2017 Results


R U S S I A

DELOPORTS LLC: S&P Lowers ICR to 'B+', Off Rating Watch Negative
PROMSVYAZBANK PJSC: S&P Keeps 'B+' ICR on CreditWatch Positive


S P A I N

ENCE ENERGIA: S&P Hikes Long-Term Issuer Credit Rating to 'BB'
HIPOCAT 8: Fitch Hikes Class D Debt Rating to 'BB+sf'
REDEXIS GAS: Fitch Cuts LT IDR to BB+, Off Rating Watch Negative
SANTANDER CONSUMER: Fitch Corrects April 6 Ratings Release
TDA CAM 8: Fitch Raises Rating on Class C Debt to 'CCCsf'

* Moody's Hikes Ratings on 29 Tranches of 29 ABS-SME Deals


T U R K E Y

TURKIYE IHRACAT: Fitch Assigns 'B' Rating to GMTN Programme


U K R A I N E

METINVESNT BV: Fitch Rates USD945MM Senior Unsecured Notes 'B'


U N I T E D   K I N G D O M

ATOTECH UK: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
BACARDI LTD: Moody's Assigns Ba1 Rating to Senior Unsecured Bonds
CARLUCCIO'S: Top Executive Steps Down Amid Restructuring Rumors
FOUR SEASONS: Hit by Steep Winter Rise in Elderly Deaths
JOHNSTON PRESS: Chief Executive Steps Down Amid Debt Crisis

LEBARA: Fails to Meet Deadline to File Audited Annual Results
PERFORM GROUP: S&P Affirms CCC+ ICR, Outlook Stable


                            *********



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C Z E C H   R E P U B L I C
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ENERGO-PRO AS: Fitch Rates Senior Unsecured Notes 'BB(EXP)'
-----------------------------------------------------------
Fitch Ratings has assigned ENERGO-PRO a.s.'s (EPas) proposed
notes a senior unsecured 'BB(EXP)' rating, in line with EPas's
Long-Term Issuer Default Rating (IDR) of 'BB', which is on Stable
Outlook.

The notes will be issued by EPas and will constitute direct,
unconditional, unsubordinated and unsecured obligations of EPas,
and will rank equally among themselves and with all other
unsecured and unsubordinated obligations of EPas. The notes will
be fully and unconditionally guaranteed by ENERGO-PRO Georgia
Generation JSC, ENERGO-PRO Georgia JSC, Energo-Pro Varna EAD and
Turkish subsidiary Resadiye Hamzali Elektrik Uretim San.ve Tic.
A.S. (RH Turkey). The guarantors together represented around 93%
of consolidated EBITDA in 2016. The proceeds will be used by EPas
for the refinancing of group indebtedness, mainly at the level of
its operating companies.

The final rating is contingent upon the receipt of final
documentation conforming materially to information already
received and details regarding the amount, coupon rate and
maturity.

EPas's 'BB' IDR reflects the supportive network regulatory regime
and support mechanism available for part of the generation
business, as well as the company's geographic diversification.
The ratings also factor in EPas's small size relative to other
rated European utilities, cash-flow volatility due to supply
pass-through items, regulatory changes, and varying hydrology
conditions affecting generation volumes. Operating environment
and key-person risk stemming from ultimate ownership by one
individual are also limiting factors. The ratings further reflect
EPas's consolidated group profile, without notching for
subordination based on the group refinancing plan.

KEY RATING DRIVERS

Centralised Group Funding: If EPas repays the operating
companies' debt from the Eurobond proceeds as planned, the
company will complete the transition to a centralised group
funding model. In addition, RH Turkey will become an additional
guarantor for the new notes and for the ones (EUR370 million)
issued in December 2017. The company will also extend debt
maturities, which should improve near-term liquidity, but add to
refinancing needs later on.

However, the lack of debt amortisation may lower the pace of
deleveraging if the company directs a significant share of freed-
up cash to dividends. We slightly increased our forecasts for
annual dividend payments from 2019 from EUR15 million to about
EUR22 million, a level which will allow the company to remain
within its proposed restricted payment and debt incurrence net
debt/EBITDA covenant of 4.5x on/or before 7 December 2019, 4x
after December 7, 2019 and on/or before 7 December 2020, and 3.5x
after December 7, 2020, as well as an internal target of 3.5x
from 2019. EPas expects its dividend policy to remain flexible
and subject to business needs.

Removal of External Guarantees: EPas intends to remove the
guarantee for one of its sister companies' debt within its
parent, DK Holding group, and is negotiating the terms with the
lender. The company expects to complete the process by mid-2018.

This should improve leverage metrics as Fitch includes guarantees
in the adjusted debt calculations. Fitch includes funds from
operations (FFO) connection-fee and guarantees adjusted net
leverage to decrease to 4.7x in 2018 (6.2x in 2017E) and to
average about 4.2x over 2019-2021, which is adequate for the
current ratings. However, if the guarantee does not disappear
within months, Fitch's negative guideline on leverage will be
breached. This may lead to a negative rating action.

Diversified Group, Small Size: EPas is an independent hydro power
producer and electricity distributor in the Black Sea region,
operating 35 power plants in Bulgaria (BBB/Stable), Georgia (BB-
/Stable) and Turkey (BB+/Stable), with a total installed capacity
of 854MW (of which 87% is from hydro power plants), up to 3TWh of
power generation per annum and about 11TWh of electricity
distributed in Bulgaria and Georgia. EPas is small compared with
most rated European utilities, although the company benefits from
geographical diversification with the Georgian and Bulgarian
businesses each contributing about 41% of EBITDA, and with the
remainder generated in Turkey.

EBITDA Volatility: EPas' EBITDA has been volatile over the last
four years, ranging from EUR104 million in 2014 to EUR164 million
in 2016 on the back of variable hydrology conditions and tariff
changes. Fitch expects EBITDA to decline in 2017, due to lower
hydro generation in all three countries and temporary volume-
related volatility in the distribution business. However, Fitch
expects EBITDA to recover to the average level for 2013-2016 in
2018.

Positive Free Cash Flow: Fitch expects EPas to continue
generating healthy cash flow from operations on average of about
EUR99 million over 2017-2021. The company expects to increase
capex to an average of around EUR55 million over 2017-2021, from
an average of around EUR33 million over 2013-2016. The investment
programme is aimed at network upgrades in Georgia and medium- and
low-voltage grid upgrades in Bulgaria. Fitch forecasts the
company will remain intrinsically (pre-dividend) free cash flow
(FCF)-positive.

FX Exposure: The company is exposed to FX fluctuations as almost
all of its debt at end-2017 was denominated in currencies other
than the currencies in which the company generates revenue. The
majority of debt was in Eurobonds (61%) and from the Czech Export
Bank (29%), mainly to fund the investment programme. In contrast,
all its revenue is denominated in the local operating currencies,
although tariffs in Turkey are determined in US dollars and the
Bulgarian leva is pegged to the euro. EPas does not use any
hedging instruments, other than holding some cash in foreign
currencies. Fitch does not expect major changes to FX exposure
following the proposed refinancing.

Part of Larger Privately Owned Group: EPas is part of larger DK
Holding Investments s.r.o. (DK Holding) which is ultimately owned
by one individual. Therefore, we assess key-person risk from a
dominant shareholder as higher than for most rated peers. DK
Holding also includes two hydro plants in the Czech Republic,
hydro development and construction projects in Turkey and a hydro
equipment production business in Slovenia. The latter two require
capex, which may be funded through dividends received from EPas,
as it is the major cash-generating subsidiary within DK Holding.


DERIVATION SUMMARY

EPas is smaller than other rated European utilities such as EP
Energy, a.s. (BB+/Stable), Energa S.A. (BBB/Stable) or Bulgarian
Energy Holding EAD (BB/Stable), although it is one of the largest
utilities in Georgia (for example compared with Georgian Water
and Power LLC (BB-/Stable)) and Bulgaria. The company's EBITDA
was more volatile over 2013-2016 than many peers', but it
benefits from mostly neutral to positive FCF generation. EPas's
leverage is higher than EP Energy's and Energa's.

KEY ASSUMPTIONS

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

- Bulgarian, Georgian and Turkish GDP growth of 2.7%-5% over
   2018-2021

- Bulgarian, Georgian and Turkey CPI of 1.7%-10.6% over
   2018-2021

- Electricity generation to decline by about 19% yoy in 2017
   before rising to the average over 2013-2017 (cumulatively over
   all regions in which EPas operates) from 2018

- Capex close to management expectations of about EUR55 million
   on average over 2017-2021

- Dividend payments will be zero in 2018 and about EUR22 million
   over 2019-2021

- GEL2.61 per 1USD in 2018 and GEL2.64 per 1 USD on average over
   2019-2021

- USD1.2 per EUR1 in 2018 and USD1.22 per EUR1 on average over
   2019-2021

  - refinancing at the EPas level and removal of upstream
    guarantees from EPas


RATING SENSITIVITIES

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

-- Increased scale of operations, less volatile earnings, strong
    track record of supportive regulation and reduction of FX
    exposure

-- Improved funds from operations (FFO) adjusted net leverage
    (excluding connection fees and including group guarantees)
    below 3.5x on a consistent basis

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

  - Failure to remove the guarantees from EPas, a reduction in
    profitability and cash generation, leading to an increase in
    FFO adjusted net leverage (excluding connection fees and
    including group guarantees) above 4.5x and FFO fixed charge
    coverage below 4x on a consistent basis

LIQUIDITY

Adequate Liquidity: Fitch views EPas's liquidity prior to
refinancing as manageable. At end-2017, EPas's short-term debt
was EUR83 million against available cash and cash equivalents of
EUR36 million, unused credit facilities of EUR1.8 million and
expected positive FCF in 2018 of EUR53 million. The company is
considering refinancing the operating companies' debt with the
expected Eurobond proceeds, which should extend debt maturities
and improve liquidity. Fitch expects EPas to remain FCF-positive
in 2019-2021.


===========
F R A N C E
===========


DXO LABS: Files Chapter 11 Bankruptcy
-------------------------------------
Hillary Grigonis at Digital Trends reports that DxO Labs, the
company behind the DxO One, is restructuring after filing for
bankruptcy.

After a translated bulletin from a French newspaper sparked
discussion and rumors in the photography community, DxO Labs has
confirmed that the company has filed for Chapter 11 bankruptcy,
Digital Trends relates.

The company insists that the bankruptcy and restructuring will
not affect DxO users -- and shared that the promised Nik Software
Collection update is coming in June, Digital Trends notes.

The company says they filed for bankruptcy on March 7, Digital
Trends discloses.

"We are very confident that this procedure, which should not last
for more than a few more weeks, will not affect our customers in
any way," Digital Trends quotes the company as saying in a
statement.

DxO Labs has headquarters in Paris, but also has offices in
San Francisco, Tokyo, and Seoul, according to the company's
website.  The company has 113 employees, according to Digital
Trends.


IDEMIA FRANCE: S&P Alters Outlook to Stable & Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on French
identity solutions and smart card provider Idemia France SAS
(Idemia) to stable from positive. At the same time, S&P affirmed
its 'B-' long-term issuer credit rating on Idemia.

S&P said, "We also affirmed our 'B-' issue rating on the senior
secured debt issued by Idemia's subsidiaries Oberthur
Technologies S.A. (Oberthur) and Oberthur Technologies of America
Corp. The recovery rating on the senior secured debt is unchanged
at '3', indicating our expectation of meaningful recovery
(rounded estimate: 55%) in the event of a payment default.

"The outlook revision reflects our expectation of negative free
operating cash flow (FOCF) in 2018 after Idemia's weaker
operating performance than we expected in 2017 and the ongoing
integration of Morpho and Oberthur. However, once the integration
is complete, we think that Idemia will benefit from good growth
prospects, supported by its solid market share in the identity
and security segment and a lower cost base, which we think could
result in improving FOCF generation.

"During 2017, revenues from Idemia's smart card operations--which
now represent about 30%-40% of consolidated revenues--fell by
about 5%-10% compared with our previous anticipation of modest
revenue growth. This was because of delays in the U.S.'s
migration of payment cards to Europay, Mastercard, and Visa (EMV)
standards (chip-and-pin technology), with subsequent inventory
build-up from Idemia's customers."

Idemia also faced significant price pressures in the SIM card
market due to competition, combined with delays of new
technological migrations (slow eSIM deployment and 5G not
anticipated before 2021). That said, Idemia remains the No. 2
smart card manufacturer globally, with around a 23% market share
in the payment segment (it is market leader in the U.S., with a
39% market share), and a 10% market share in the
telecommunications segment. This compares with about 30% in each
segment for Idemia's closest competitor, No. 1 global smart card
manufacturer Gemalto.

S&P said, "Based on our revised forecasts, we now anticipate that
the group's FOCF will be about negative EUR70 million in 2018,
affected by high cash outflows for restructuring and integration
of about EUR155 million. We have postponed our expectation of
positive FOCF by one year. That said, we now forecast some
rebound in EBITDA and FOCF in 2019 after Idemia's management
increased and accelerated the operating expense synergies it
previously expected from the integration of Morpho to EUR140
million over 2017-2020 from EUR85 million. We understand that the
group could deliver up to 60% of the planned synergies by 2018.

"Our assessment of Idemia's business risk profile continues to
reflect strong competition from better-capitalized competitors
such as Gemalto (soon to be owned by Thales, with the acquisition
due to close in the second half of 2018), particularly within
smart cards, as well as growing competition in identity and
security. We view Idemia's exposure to the volatile and highly
competitive smart card industry and medium-term risks associated
with technology changes, combined with Idemia's moderate
profitability, as negative. Restructuring measures have pressured
the group's profitability and cash flow in recent years, and have
peaked with the integration of Morpho. We understand that
management intends to complete the bulk of the restructuring
measures in 2018, but we think it is likely to continue
implementing further efficiency measures in the following years,
potentially weighting on the group's future EBITDA and FOCF
generation.

"These weaknesses are partly offset by our view of Idemia's
emergence as a global leader in trusted identities (identity and
security solutions) following its merger with market leader
Morpho, combined with Oberthur's No. 2 worldwide position in
smart cards. This translates into higher barriers to entry and
improved product diversification, with Idemia's revenues now
split 50-50 between the public (government solutions) and private
sectors. The majority of Idemia's revenues (more than 50%)
derives from identification and security solutions based on
Biometric and other disruptive technologies."

Idemia has a more diversified customer base, with low customer
concentration as no individual customer accounts for 10% of
revenues in 2017. The group has strong industry growth
opportunities, particularly in government solutions (about 10%
industry growth on average). Revenue visibility is good given the
significant order pipeline and about a EUR2 billion order backlog
within the identity and security segment for government
solutions. S&P expects that Idemia's successful position could
bring S&P Global Ratings-adjusted EBITDA to about 15% by 2019 as
lower restructuring, integration, and other nonrecurring costs
would allow for the full benefit of realized synergies and
growth.

Idemia's financial risk profile reflects high adjusted leverage
of more than 10x (7x excluding the preferred equity certificates
[PECs]) and negative FOCF generation in 2018. S&P said, "Our main
debt adjustments comprise EUR272 million of interest-bearing
shareholder loans and most of the equity and preferred equity
instruments, which we add back to debt. We also include a
possible earn-out of up to EUR50 million, operating leases, and
unfunded pension liabilities to debt. Finally, we do not deduct
any surplus cash to derive adjusted debt because we expect that
Idemia's owner Advent, a financial sponsor, is likely to pursue
an aggressive financial policy. Our adjusted EBITDA is calculated
after deductions for capitalized research and development (R&D)
and restructuring costs."

S&P's base case assumes:

-- Real GDP growth of 2.9% and 2.6% in the U.S. in 2018 and
    2019. GDP growth, in the same years respectively, of 2.3% and
    1.9% in the eurozone; 1.3% and 1.5% in the U.K.; 5.6% and
    5.6% in Asia-Pacific; and 2.7% and 2.8% in Latin America.

-- Flat revenue growth in 2018, as a continued slowdown in the
    U.S. payment sector (the transition to EMV) and a structural
    decline in classic SIM cards will be offset by revenue growth
    in fast-growing identity and security segments. S&P
    anticipates revenue growth of 3%-4% from 2019.

-- Growth of security and identity revenues within Idemia's
    government solutions segment. This should translate into
    annual 5% revenue growth, in line with industry growth and
    driven by a backlog buildup in North America and emerging
    markets.

-- Possible migration to dual payment cards by 2018 following
    the expected transition to EMV in the fourth quarter of 2018.
    This should translate into flat revenue growth in 2018 and
    2%-3% growth from 2019, which S&P expects will be further
    supported by Idemia's innovations in payment solutions.

-- A structural decline in SIM cards of -5% on average per year.
    This will not be offset by Idemia's innovations in Internet-
    connected objects before 2020.

-- Nonrecurring restructuring and integration costs of EUR125
    million in 2018, decreasing to about EUR50 million in 2019.

-- Cash outflow from nonrecurring items of about EUR155 million
    in 2018.

-- An adjusted EBITDA margin of about 11.5% in 2018 (after 9% in
    2017--not pro forma the full contribution of Morpho to
    revenues) as cost synergies will be partly depressed by
    restructuring costs. However, we expect that the margin will
    increase toward 15% in the following years.

-- Negative working capital of about EUR30 million per year from
    2019.

-- Annual capital expenditures (capex) of about EUR160 million-
    EUR165 million, including capitalized R&D costs.

-- Annual cash interest expenses of about EUR96 million.

-- No dividends or mergers and acquisitions.

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

-- Adjusted debt to EBITDA of 14.4x in 2018, reducing to 10.2x
    in 2019 (9.8x in 2018 and 7.0x in 2019 excluding the PECs).

-- FFO to debt of 2.0% in 2018, improving to 4.7% in 2019.

-- Reported FOCF of negative EUR70 million in 2018, turning
    positive in 2019.

-- S&P assesses Idemia's liquidity as adequate, with sources of
    liquidity covering uses by more than 2.5x. Despite the
    substantial liquidity headroom, we do not assess liquidity as
    strong given our assessment of Idemia's standing in credit
    markets and some ongoing cash burn to integrate Morpho.

As of Dec. 31, 2017, S&P's estimate of principal liquidity
sources for the following 12 months includes:

-- Cash balances and short-term investments of about EUR295
    million;

-- EUR300 million undrawn availability under the revolving
    credit facility (RCF) maturing in 2022, which Idemia could
    use for general corporate purposes; and

-- FFO of about EUR80 million-EUR90 million.

On the same date, S&P estimates the principal liquidity uses as:

-- Expected some intrayear peak working capital outflows of
    about EUR100 million;

-- Annual capex, including capitalized R&D costs, of about
    EUR160 million-EUR170 million; and

-- Minimum debt amortization of about EUR10 million.

S&P said, "The stable outlook reflects our view that Idemia's
FOCF will remain negative in 2018 before improving in the
following years if revenues and adjusted EBITDA grow once the
integration of Morpho with Oberthur is complete.

"Although remote in the coming 12 months, we could lower the
rating if the group's liquidity significantly weakens or if FOCF
remains significantly negative, with adjusted debt to EBITDA at
more than 10x for a prolonged period. We think this could be
caused by higher restructuring costs than we currently
anticipate, combined with pressure on revenues.

"We could raise the rating if revenues continue to improve on the
realization of planned synergies, combined with lower
restructuring costs, resulting in an adjusted EBITDA margin
approaching 15%. This should translate into reported FOCF of
about EUR50 million (corresponding to adjusted FOCF to debt of
about 3%) and adjusted leverage at or below 10x."


OBERTHUR TECHNOLOGIES: Fitch Affirms 'B' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Oberthur Technologies Group SAS's (OT)
Long-Term Issuer Default Rating (IDR) at 'B' and the senior
secured debt rating assigned to the term loan B and the revolving
credit facility (RCF) at 'B+'/'RR3'. The Outlook on the Long-Term
IDR is Stable.

IDEMIA is the new brand for the combined entity resulting from
the merger of OT and Morpho, which completed in May 2017.

IDEMIA's progress towards deleveraging has been delayed by
difficult market conditions in 2017, particularly in the
Connectivity Solutions and Payment Solutions divisions. However,
the affirmation of the rating with a Stable Outlook reflects
Fitch's view that the acquisition of Morpho will strengthen
IDEMIA's position in the trusted identities market and support
its future deleveraging capacity and financial flexibility. We
expect the reduction in leverage will come from EBITDA and free
cash-flow growth supported by a healthy backlog in the group's
main division (Government Solutions), the potential for
higher/low-risk cost synergies than initially expected, the
gradual reduction of restructuring costs over time and a
disciplined M&A and financial policy.

KEY RATING DRIVERS

Global Player in Trusted Identities: The acquisition of Morpho
has enabled OT to roughly double its revenues and EBITDA and
create a leading player in identification, authentication,
payment and connectivity solutions to a diverse range of
customers on a global basis. Now trading under the IDEMIA brand,
the combined group is more exposed to governments and public-
sector entities (together representing over 50% of pro forma 2018
revenues) than financial institutions (around 30%) and telecom
companies (below 15%).

This shift in business mix supports the rating as we expect
IDEMIA to capitalise on its larger scale, established reputation
and technology leadership in biometrics to enter into long-term
contracts with governmental entities for citizen identification,
border control, surveillance and access to public services like
healthcare and transport. This will support stronger earnings and
greater cash-flow visibility than before the acquisition of
Morpho, when OT was mainly exposed to short-term commercial
contracts with mobile operators and financial institutions.

Synergies Upside, Moderate Execution Risk: The integration of
Morpho is progressing well, and management has revised its cost
synergies plan upwards. Fitch believes that execution risk is
moderate as the majority of synergies will come from better
purchasing terms due to larger volumes and the elimination of
duplicates between Morpho and OT legacy units. Therefore, Fitch
expects the EBITDA margin will improve towards 18% over its
rating horizon from about 13% as of 2017 (pro forma for Morpho).
The better business mix from stronger growth in the higher margin
Government Solutions business should underpin margin expansion.

Pressure on Connectivity, Payment Solutions: Strong execution on
the synergies plan will also be key to offset the pressure faced
by the Payment Solutions and Connectivity Solutions divisions.
The market for mobile phone SIM cards has become commoditised and
has suffered from a lack of innovation in recent years, leading
to significant price pressure and profitability declines in 2017.
We expect pricing conditions to remain challenging in the near
term and IDEMIA to protect its margins and cash generation in
this segment.

Price pressure has also been prominent in Payment Solutions as
industry players, including IDEMIA, have suffered from slower
than expected adoption of Chip and PIN cards in the US. However,
the global payments sector shows established upgrade cycles
(particularly in relation to the EMV standard) and as IDEMIA is
at the forefront of evolving technologies, Fitch expects the
group to capture any rebound in growth and keep introducing new
products to increase market share and margins over time (for
example via Motion Code and F.CODE solutions for payment cards).

Leverage Constrains Rating: Due to the weak performance in 2017,
Fitch estimates that funds from operations (FFO) adjusted net
leverage has increased slightly above 6.5x, pro forma for Morpho.
However, the 'B' rating is predicated on IDEMIA's ability to
reduce leverage towards 5.0x by 2020 and improve its free cash-
flow generation towards the low to mid-single-digit percentage of
sales over the rating horizon as it benefits from growth in
trusted identity solutions, synergies materialise and
restructuring costs decline. Fitch's deleveraging forecasts
assume a conservative financial policy on M&A and disciplined use
of cash within the group. Material deviation from this path could
lead to a Negative Outlook.

Good Recoveries for Senior Lenders: Fitch conducted a bespoke
going-concern approach in its recovery analysis, as outlined in
our criteria. Fitch applied a 6x distressed multiple to a post-
restructuring EBITDA of around EUR300 million. After taking 10%
off the enterprise valuation to account for administrative
claims, Fitch's recovery expectation for senior secured lenders
in the term loan B and the RCF is 68% (in line with a 'RR3')
leading to a one-notch uplift for the senior secured debt rating
at B+.

DERIVATION SUMMARY

IDEMIA's technology peers such as Nokia and STMicroelectronics
are rated in the high sub-investment-grade and low investment-
grade categories respectively. Despite higher volatility in
revenue and margins than IDEMIA, they have greater scale and
stronger cash flows as well as no net leverage. Fitch recognises
IDEMIA's strong business position and technology leadership
within its chosen markets but its smaller scale and high leverage
place its rating in the 'B' category. Fitch also believes that
IDEMIA's credit profile is weaker than that of global
cybersecurity services group Symantec Corp. (BB+) which is twice
as big, has higher margins and lower leverage.

IDEMIA also competes with Brazilian group Valid Solucoes e
Servicos de Seguranca em Meios de Pagamento e Identificacao S.A.
(Valid/BB-). Valid has a similar EBITDA margin (15%) and
products/services offering as IDEMIA but smaller scale. However,
Fitch expects Valid to sustain a FFO net adjusted leverage below
2.5x which is much lower than IDEMIA's (between 5x-6x over the
rating horizon). Fitch does not rate IDEMIA's closest rival and
market leader Gemalto, which is being acquired by French
electronics and defence group Thales.

KEY ASSUMPTIONS

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

- Mid-single-digit revenue growth over 2018-2021 driven mainly
   by the growing Government Solutions division.

- Improving EBITDA margin towards 18% by 2021 reflecting cost
   synergies and efficiencies from the Morpho acquisition and a
   better business mix.

- Up to EUR20 million of non-recurring costs treated as
   recurring and therefore reflected above FFO.

- Capex average around 6.5% of sales annually.

- No dividends paid.

- No M&A, besides earn-outs payments.

Fitch's Key Assumptions for Recoveries

- In conducting its bespoke recovery analysis, Fitch estimates
   that IDEMIA's intellectual property, patents and recurring
   contracts would generate more value in a going-concern
   restructuring scenario than a liquidation of the business,
   assuming a hypothetical default.

- Fitch estimates that the post-restructuring EBITDA would be
   around EUR300 million (pro forma for Morpho). Fitch would
   expect a hypothetical default to come from either the group's
   inability to extract synergies (leading to sustained high
   leverage and negative cash flow), or after synergies have
   completed, a drop in revenue and EBITDA from the loss of major
   contracts following a reputational damage, for example as a
   result of a compromised technology.

- Fitch has applied a 6x distressed multiple to this post-
   restructuring EBITDA to account for the group's scale, its
   customer and geographical diversification as well as its
   exposure to secular growth in biometric-enabled identification
   technology. 6x is also around half the valuation paid for
   Morpho (12.4x) which in Fitch's view, reflects an appropriate
   distressed valuation.

- 10% of administrative claims have been taken off the
   enterprise valuation to account for bankruptcy and associated
   costs and the RCF is assumed to be fully drawn, as per Fitch's
   criteria.

RATING SENSITIVITIES

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

- FFO net adjusted leverage below 4.5x combined with an FFO
   fixed-charge cover above 2.5x on a sustained basis.

- Demonstrated progress in integrating Morpho, ongoing margin
   resilience and a low to mid-single-digit FCF margin on a
   sustained basis.

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

- FFO net-adjusted leverage above 6.5x and FFO fixed-charge
   cover below 2x on a sustained basis.

- A material loss of market share or other evidence of a
   significant erosion of business or technology leadership in
   the company's core operations.

LIQUIDITY

Long-Dated Maturities, Satisfactory Liquidity: At end-2017 the
group had long-dated debt maturities, with no material obligation
falling due before 2024. The EUR300 million RCF due in 2023 is
undrawn and the overall liquidity position of the company (net of
trapped cash and cash that Fitch considers unavailable for intra-
year working capital) is adequate. Fitch expects liquidity to
remain satisfactory as it forecasts the company will start
generating positive FCF from 2019 onwards.

FULL LIST OF RATING ACTIONS

Oberthur Technologies Group SAS:

Long-Term Issuer Default Rating: 'B'; Outlook Stable affirmed

Oberthur Technologies Group SAS, IDEMIA France SAS, Oberthur
Technologies of America Corp

EUR2.1 billion equivalent term loan B: 'B+'/'RR3' affirmed
EUR300 million revolving credit facility: 'B+'/'RR3' affirmed


=============
G E O R G I A
=============


BANK OF GEORGIA: Fitch Alters Outlook to Pos. & Affirms 'BB-' IDR
-----------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Bank of Georgia's (BoG)
and TBC Bank's (TBC) Long-Term Issuer Default Ratings (IDRs) to
Positive from Stable and affirmed the IDRs at 'BB-'. Fitch has
affirmed Liberty Bank's (LB) Long-Term IDR at 'B+' with a Stable
Outlook and ProCredit Bank's Georgia (PCBG) Long-Term IDR at 'BB'
with a Positive Outlook.

Fitch has also revised the Outlook on JSC BGEO Group's (BGEO, a
Georgia-based holding company for BoG) to Positive from Stable
and affirmed the Long-Term IDR at 'BB-'. Fitch has simultaneously
withdrawn the ratings for commercial reasons and will no longer
provide ratings and analytical coverage for BGEO.

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS, SUPPORT RATING FLOORs, SENIOR UNSECURED
DEBT
The IDRs of BoG, TBC and LB are driven by the banks' intrinsic
strength as reflected by their Viability Ratings (VRs). BOG's
senior unsecured debt is rated in line with its IDR. The revision
of the Outlooks on BoG and TBC to Positive from Stable reflects
Fitch's view that these banks' risk profiles and financial
metrics should benefit from the improving operating environment
in Georgia.

The affirmation of BoG's, TBC's and LB's Support Ratings at
'4'and Support Rating Floors (SRFs) at 'B' reflects Fitch's view
of the limited probability of support being available from the
Georgian authorities, in case of need. In our view, the
authorities would likely have a high propensity to support these
banks in light of their high systemic importance (BOG/TBC) and
extensive branch network and role in distributing pensions and
benefits (Liberty). However, the ability to provide support,
especially in foreign currency, may be constrained given the
banks' large foreign currency liabilities (USD6 billion at end-
2017) relative to sovereign FX reserves (USD3.2 billion).

PCBG's IDRs are driven by the potential support it may receive
from its sole shareholder, ProCredit Holding AG & Co. KGaA (PCH,
BBB/Stable) in case of need. The affirmation of PGBG's 'BB' Long-
Term IDRs at one notch above the sovereign rating, and its
Support Rating at '3', reflects Fitch's view that PCH's
propensity to provide support to the subsidiary is high, but
PCBG's ability to receive and utilise this support could be
restricted by transfer and convertibility risks, as reflected by
Georgia's Country Ceiling of 'BB'. The Positive Outlook on PCBG
reflects the potential for the Country Ceiling to go up, given
the Positive Outlook on Georgia's 'BB-' sovereign rating.

VRs
The affirmations of the banks' 'bb-' (BoG, TBC, PCBG) and 'b+'
(LB) VRs consider their reasonable financial metrics, stable
funding profiles and adequate capitalisation, which provide
resilience in case of potential recurring pressures on asset
quality and performance.

The VRs of BoG and TBC also reflect their well-established and
dominant domestic franchises (end-2017 market shares by assets:
34% for BoG and 36% for TBC) and significant pricing power, which
underpins the banks' sustainable and healthy profitability
through the recent cycle. PCBG's VR also factors in the bank's
well-developed franchise in its SME niche and fairly conservative
risk management, resulting from its close integration with the
parent bank. The VRs of BoG, TBC and PCBG also factor in the
banks' high, albeit decreasing, balance sheet dollarisation and
certain concentrations in loan and deposits (BoG, TBC).

LB's lower VR captures the bank's moderate market share (5%),
large exposure to the potentially highly volatile retail lending
segment and some uncertainty regarding future strategy and
corporate governance following the change of control in 2017.

Fitch expects that Georgia's favourable macro trends (Fitch
forecasts GDP to expand by 4.6% in 2018 and 4.9% in 2019) will
support the banks' asset quality and performance in 2018-2019.
Stricter regulatory standards for retail lending and higher
solvency and liquidity requirements (linked to the implementation
of Basel III standards in Georgia) should contribute to the
quality of new loan origination and banks' maintenance of
adequate funding and capital metrics during the period of dynamic
growth.

BoG
BoG's non-performing loans (NPLs, loans overdue for more than 90
days) stood at 3.6% of loans at end-2017 (preliminary data, as
the end-2017 IFRS report has not yet been published), down from
4.4% at end-2016. Reserve coverage was an adequate 99% of NPLs,
while restructured exposures added a further 1% of loans. The
unreserved portion of problem loans (NPLs and restructured) made
up a low 6% of the bank's Fitch Core Capital (FCC). The NPL
origination ratio (calculated as the growth in NPLs plus write-
offs divided by average performing loans in the period) decreased
to 2.4% in 2017 from 4.6% in 2016.

Loan concentrations are significant, albeit somewhat below some
regional peers, both by name (BoG's exposures to the 25 largest
borrowers accounted for 19% of gross loans or 104% of FCC) and
economic sector, including cyclical construction and real estate
(around 10% of loans or 57% FCC). Retail loans contributed around
48% of the portfolio, nearly half of which was unsecured (equal
to a sizeable 87% of FCC). FX-lending levels were still high at
58% of loans at end-2017, albeit down from 68% at end-2016,
mainly due to a reduction in the retail sector.

Profitability remains sound, based on a stable net interest
margin (7%), helped by continuing growth (12% on average in 2015-
2017, adjusted for FX-effects) and low deposit rates, and good
cost efficiency (cost-to-income ratio of 38% in 2017). Moderate
impairment charges (at 31% of pre-impairment profit in 2017) also
support robust returns (ROAE of 25% in 2017; 2016: 23%). The
dividend distribution policy remains unchanged with a 25%-40%
payout ratio planned in the medium term.

BoG's FCC ratio stood at a solid 15% at end-2017 and end-2016, as
the bank's retained earnings were sufficient to offset growth.
Regulatory capitalisation was tighter, reflecting more
conservative risk weights: BoG's Tier 1 and total capital ratios
under the Basel III framework were 12.4% and 17.9%, respectively,
(compared with BoG's end-2017 regulatory capital requirements,
including buffers, of 9.9% and 12.4%, respectively). The
regulatory capital cushion allowed the bank to absorb additional
losses equal to a moderate 4% of gross loans without breaching
the regulatory minimum levels. At the same time, BoG's pre-
impairment profit, equal to a solid 7.4% of average loans, offers
additional sizeable loss-absorption capacity. Fitch does not
expect significant pressure on the bank's capitalisation, as only
moderate growth is planned along with reasonable earnings.

Core funding is from clients (64% of liabilities), with almost
half of client funds being interest-free current accounts,
supporting the low funding costs. Deposit concentrations are
moderate, as the 20 largest depositors accounted for 20% of the
total. Non-deposit funding mainly includes longer-term borrowings
from international financial institutions (IFIs; 15% of
liabilities) and short-term repo deals with the central bank and
MinFin (6%). The liquidity buffer (cash, interbank placements and
unpledged securities net of wholesale debt repayments in the
upcoming 12 months) was moderate at around 11% of total customer
accounts at end-2017, although this should be viewed in light of
stable client funding and the potential to refinance maturing
debt.

BGEO
BGEO's ratings reflect Fitch's view that the default risk of the
holding company (holdco) is highly correlated with that of its
main operating entity, BoG. This view is based on BGEO's reliance
on dividends from BoG as the main source of cash flows.

TBC
TBC's NPLs remained a low 1.4% of gross loans at end-2017 (end-
2016: 1.3%) and were fully reserved. Total restructured loans
contributed a further 3%, mostly due to previous restructurings
caused by lari depreciation. The unreserved portion of problem
loans (NPLs and restructured) was equal to a low 8% of FCC. The
NPL origination ratio remained broadly stable at 2% in 2017 (same
in 2016).

Concentration of the loan book was moderate, as the 25 largest
borrowers accounted for 35% of gross corporate loans, or 86% of
FCC at end-2017. Exposure to the cyclical construction and real
estate sector was also moderate, at below 8% of loans or 37% FCC.
Unsecured retail loans accounted for 37% of retail book (or a
sizeable 89% FCC). FX-lending was also high at around 60% of
loans (end-2016: 66%).

Profitability remains healthy, as margins are still wide (7% in
2017, albeit down from 8% in 2015-2016), helped by solid growth
driven by organic expansion and the consolidation of Bank
Republic in 1H17. Declining operating expenses relative to gross
revenues (41%) and moderate impairment charges (21% of pre-
impairment profit) supported ROAE at around 21% in 2017 (2016:
22%), in line with management projections. TBC plans a 25%-35%
dividend payout ratio in the medium term.

TBC's FCC ratio remained strong at 20% at end-2017, supported by
earnings' retention and moderate growth of RWAs in 2017.
Regulatory capitalisation was tighter due to more conservative
risk-weighting of assets and regulatory capital deductions. The
regulatory Basel III Tier 1 and Total capital ratios were 13.4%
and 17.5% at end-2017, respectively, (compared with TBC's end-
2017 regulatory minimums, including buffers, of 10.3% and 12.9%,
respectively). The available regulatory capital cushion allowed
the bank to absorb additional credit losses equal to a moderate
4% of loans without breaching the regulatory minimum levels
(including buffers). Pre-impairment profit, equal to a solid 7%
of average loans at end-2017, offers additional sizeable loss-
absorption capacity. Fitch expects TBC's capitalisation to remain
broadly stable in the medium term due to moderate growth plans
compensated by reasonable returns.

TBC's funding is mainly sourced from customer accounts, which
were equal to 71% of total liabilities at end-2017.
Concentrations are moderate, as the 20 largest depositors
accounted for 46% of corporate funding (20% of total customer
accounts) at end-2017. Funding from IFIs made up a further 15% of
liabilities, but this was quite diversified by name, while
repayments were manageable (the majority are beyond 2020). Around
8% of liabilities were short-term repo funding from the Central
Bank and MinFin. The buffer of liquid assets (cash, interbank
assets and unpledged securities net of wholesale debt repayments
in the upcoming 12 months) was a moderate 7% of total customer
funding at end-2017, although this should be seen in light of
stable client funding and the potential to refinance maturing
debt.

LB
NPLs stood at 10.9% at end-2017 (end-2016: 9.5%), and were fully
covered by reserves. Restructured loans added a further moderate
2.5% of gross loans. The NPL origination ratio increased to 4.3%
in 2017 from 3.2% in 2016, following expansion in the higher-
yielding consumer finance segment, although this was well below
the bank's breakeven loss rate of 14% (defined as pre-impairment
profit divided by average performing retail loans in the period).
LB's unsecured retail lending accounted for 80% of loans (3.7x
FCC) at end-2017. However over 40% of the bank's retail borrowers
receive regular salaries or pension payments on their accounts
with the bank, which can be used for loan repayments at the
bank's discretion. Asset quality also benefits from the low share
of foreign currency loans (1.5% at end-2017).

LB's profitability is underpinned by wide margins (around 17%)
and stable commission income, which helped to absorb the
moderately increased loan impairment charges (to 39% of pre-
impairment profit in 2017 from 32% in 2016). ROAE remained a
solid 28%, albeit slightly down from 33% in 2016. Fitch expects
the bank's margin to slightly decline in the medium term due to
intensified competition from the largest banks.

Strong loan growth of 23% and dividend payments in 2017 (44% of
net income for 2016) resulted in the FCC ratio declining to 17.0%
at end-2017 from 18.3% at end 2016. The regulatory Basel III Tier
1 and Total capital ratios were lower, at 12.4% and 17.2% at end-
2017 (compared with LB's end-2017 regulatory minimums, including
buffers, of 8.5% and 10.6%, respectively) reflecting higher asset
risk weightings and regulatory capital deductions. LB's loss
absorption capacity, based on regulatory capitalisation, was a
moderate 6% of gross loans at end-2017. However, this does not
include the bank's healthy pre-impairment profit, which allows
for significant loss absorption, in case of need.

LB is predominantly funded by customer accounts (90% of
liabilities at end-2017), largely from private individuals. These
are relatively stable but rather expensive and potentially price
sensitive. Liquidity risks are mitigated by a significant cushion
of liquid assets covering around 45% of customer accounts.

PCBG
PCBG's NPLs declined to a low 1.2% of gross loans at end-2017
(preliminary data as the end-2017 IFRS report has not yet been
published) from 1.5% at end-2016 and were fully reserved.
Restructured exposures added an additional 4%, but they were
mostly performing under the renegotiated terms. The NPL
origination ratio remained low, at 0.9% in 2017 (2016: 1.1%). In
Fitch's view, potential risks could stem from the very high
dollarisation of the loan book (80% at end-2017, compared to the
market average of 57%) while the share of naturally hedged
borrowers was limited. The loan book was moderately concentrated:
exposure to the 25 largest clients was equal to 100% of the
bank's FCC at end-2017. Unsecured lending is limited.

PCBG's profitability is constrained by a declining net interest
margin (5.0% in 2017, down from 6.8% in 2016), as loan growth has
been moderate and sector competition remains high. ROAE moderated
further to 11.5% in 2017 from 13.2% a year previously, despite a
material decrease in loan impairment charges (to 19% of pre-
impairment profits in 2017; 2016: 33%).

Capitalisation remains solid, with the FCC ratio standing at 19%
at end-2017. The regulatory Tier 1 and total capital ratios were
14.4% and 18.3% at end-2017 (compared to end-2017 minimum levels
for PCBG of 11.5% and 14.5%, including buffers), allowing PCBG
additionally reserving moderate 4% of gross loans. Pre-impairment
profit provided additional loss absorption capacity equal to 3%
of average loans. The bank's capitalisation may become somewhat
weaker in 2018-2019 as renewed loan growth will likely exceed
internal capital generation. However, we expect possible capital
pressures, if any, would be offset by capital support from PCH.

The funding profile is underpinned by customer accounts (54% of
total liabilities at end-2017) and funding from IFIs (17%).
Concentrations are moderate as the 20 largest depositors
accounted for 14% of customer accounts. Related party funding
constituted a significant 24% of liabilities. PCBG's liquidity
cushion (cash, unpledged securities eligible for repo and short-
term bank placements, net of potential debt repayments within the
next 12 months) was reasonable, covering 15% of customer accounts
at the same date.

RATING SENSITIVITIES
BoG, TBC, LB and PCBG
BoG's and TBC's VRs and IDRs could be upgraded if both (i)
Georgia's sovereign ratings were upgraded and the operating
environment continues to improve; and (ii) the banks continue to
maintain sound financial metrics without significant increases in
risk appetite.

Upside for PCBG's VR is currently limited, given its more
moderate franchise and profitability and higher foreign currency
lending. Its Long-Term IDR would likely be upgraded if Georgia's
Country Ceiling is raised.

Upside for LB's ratings is limited due to its lending niche and
some uncertainty about future strategy and risk appetite.
However, a material strengthening of the bank's franchise and a
track record of good performance under the new management would
be credit positive.

Downgrades of the IDRs and VRs of BoG, TBC and LB, and of PCBG's
VR, could result from a material increase in risk appetite or a
marked deterioration in asset quality, leading to a substantial
weakening of capitalisation. The Outlooks on BoG, TBC and PCBG's
Long-term IDRs could be revised back to Stable in case of a
similar action on the sovereign.

BGEO
Not applicable

The rating actions are as follows:

Bank of Georgia
Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB-';
Outlook revised to Positive from Stable
Short-Term Foreign- and Local-Currency IDRs affirmed at 'B'
Support Rating affirmed at '4'
Support Rating Floor affirmed at 'B'
Viability Rating affirmed at 'bb-'
Senior unsecured long-term rating affirmed at 'BB-'

JSC BGEO Group
Long-Term Foreign-Currency IDR affirmed at 'BB-', Outlook revised
to Positive from Stable, withdrawn
Short-Term Foreign-Currency IDR affirmed at 'B', withdrawn
Support Rating affirmed at '5', withdrawn
Support Rating Floor affirmed at 'No Floor', withdrawn
Viability Rating affirmed at 'bb-', withdrawn

TBC Bank
Long-Term Foreign-Currency IDR affirmed at 'BB-'; Outlook revised
to Positive from Stable
Short-Term Foreign-Currency IDR affirmed at 'B'
Support Rating affirmed at '4'
Support Rating Floor affirmed at 'B'
Viability Rating affirmed at 'bb-'

Liberty Bank
Long-Term Foreign-Currency IDR affirmed at 'B+'; Outlook Stable
Short-Term Foreign-Currency IDR affirmed at 'B'
Support Rating affirmed at '4'
Support Rating Floor affirmed at 'B'
Viability Rating affirmed at 'b+'

ProCredit Bank (Georgia)
Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB';
Outlook Positive
Short-Term Foreign- and Local-Currency IDRs affirmed at 'B'
Support Rating affirmed at '3'
Viability Rating affirmed at 'bb-'


=============
G E R M A N Y
=============


CTC BONDCO: Fitch Assigns Final 'B' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has assigned CTC BondCo GmbH, which indirectly owns
CeramTec Holding GmbH (CeramTec), a Germany-based manufacturer of
high-performance ceramics for healthcare and industrial
applications, a final Long-Term Issuer Default Rating (IDR) of
'B' with Stable Outlook. Fitch as also assigned a final senior
secured loan rating of 'B+' with Recovery Rating 'RR3' (65%) to
the term loan B (TLB) issued by CTC AcquiCo GmbH, a direct
subsidiary of CTC BondCo GmbH., and a senior note rating of
'CCC+' with Recovery Rating 'RR6' (0%) to the EUR406 million
5.25% senior notes due 2025 issued by CTC BondCo GmbH.

The assignment of final ratings follows Fitch's review of the
execution version of the financing documents materially
conforming to the draft terms presented to the agency at the time
when expected ratings were assigned in November 2017.

KEY RATING DRIVERS

The ratings reflect CeramTec's aggressive leverage, which has
fully exhausted and is initially even exceeding the leverage
headroom under the 'B' IDR. This is offset by the group's
business risk benefiting from resilient, highly profitable and
less capital-intensive medical applications, which materially
contribute to high operating and cash flow margins. The ratings
reflect comfortable internal liquidity being available for
business needs. They also take into consideration the group's
balanced approach towards application of free cash flow (FCF) for
bolt-on acquisitions and shareholder distributions, without
compromising the business strategic development or restricting
financial flexibility of the group.

Leverage Constrains Ratings: Fitch views CeramTec's financial
leverage as aggressive and a major rating constraint. Fitch
estimates funds from operations (FFO) adjusted gross leverage of
around 9.0x post-buyout in 2018, followed by marginal de-
leveraging towards 8.0x from end-2020 on the back of steady
EBITDA expansion. This means that leverage will remain an outlier
for the 'B' IDR. Such aggressive gearing is only sustainable as
long as the group continues to generate substantial FCF margins
of over 10%.

Strongly Cash-generative: CeramTec's business is highly cash-
generative. Fitch projects strong positive FCF, steadily
increasing towards EUR100 million in 2021 from around EUR65
million in 2018. FCF margins of 10%-15% during 2018 - 2021
support the current level of indebtedness. Strong cash generation
is driven by the expectation of stable and profitable operations
aided by moderate trade working capital requirements, no
shareholder distributions over the short-to medium-term and
moderate maintenance capex requirements to sustain the existing
asset base.

Downside Protection from Medical Division: Fitch estimates the
medical application division contributes well over half of FCF
(as approximated by EBITDA-capex), representing a more visible,
stable, strongly profitable and less capital- intensive stream of
cash flows. Fitch views this as the key stabilising factor for
FCF, cushioning volatility from the industrial applications.

Diversity from Industrial Applications: Fitch views the earnings
and cash flow contribution from the industrials division as more
volatile than the medical applications division, given hard-to-
predict demand with embedded volume and price risks across
various end-markets. Nevertheless, the existing and projected
level of divisional EBITDA demonstrates above-average
profitability, comparing favourably with pure diversified
industrial peers, underpinning its commercial sustainability. It
also allows the group to broaden the scope of the end-markets and
generate additional demand from the launch of new products.

Limited Size, Moderate Diversification: As an industrial group
with revenues of around EUR500 million and EBITDA of around
EUR200 million, coupled with moderate geographical concentration
(around 70% of sales generated in Europe), Fitch expects CeramTec
to remain low non-investment grade in the medium term. Increased
scale combined with further geographic diversification, a less
concentrated customer base and deeper integration with industrial
customers could be positive for the rating in the longer term.

Latent M&A Risk: A fragmented industrial market provides ample
scope for bolt-on acquisitions to leverage CeramTec's materials
knowledge around ceramic-based components. Based on its track
record of recently completed acquisitions, together with a
pipeline of likely targets identified by the management, we see
possibilities for further M&A activity during 2018 - 2021. The
ratings could allow for bolt-on acquisitions of up to EUR50
million-EUR70 million per year, if funded with internal cash flow
from 2019, provided recently completed acquisitions reveals no
integration risks. A larger target would represent event risk.

Shareholder Distributions: Relaxed permitted payment provisions
under the the group's senior facilities agreement, which together
with loosely defined EBITDA, allow regular substantial dividend
payments. The ratings rely materially on sustainably strong
levels of residual cash available for business needs. Fitch would
view shareholder distributions as rating-neutral only to the
extent they do not compromise the group's strategic development
and constrain the group's operating and financial flexibility.

DERIVATION SUMMARY

Fitch assesses CeramTec's ratings in the context of a diversified
industrial group, overlaying it with our analysis applicable for
medical technology companies, particularly as we estimate that
the majority of the EBITDA-capex contribution, which we view as
FCF proxy, comes from the non-cyclical, highly profitable and
less capital-intensive medical division.

Compared with medical technology peers such as Synlab Unsecured
BondCo PLC (B/Stable) or Cerberus Nightingale 1 S.A. (B/Stable
withdrawn in August 2017), CeramTec benefits from similarly
strong non-cyclical cash- generative medical operations while
reporting stronger EBITDA and FCF margins, thus counter-balancing
its high financial risk. On a purely medical technology basis and
with the current amount of financial debt proportionately applied
to its medical division, CeramTec would therefore likely be a
defensible 'B' credit. When considering its industrial
applications against Fitch's universe of publicly and privately
rated engineering & manufacturing peers, CeramTec would instead
be positioned as a very weak 'B-', particularly given its FFO
adjusted gross leverage of 8x-9x strongly signals a 'CCC' type of
financial risk.

The sum-of-the-parts rating approach due to the dual nature of
CeramTec's credit risk leads to a 'B' IDR, with a stronger impact
of the medical technology business with healthy levels of
internal cash balancing the overly aggressive capital structure.

KEY ASSUMPTIONS

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

- Group sales to grow at 3%-4% p.a.;
- EBITDA margin gradually improving towards 37%;
- Capex at 4%-7% of sales;
- No acquisitions.

Recovery Assumptions:

Fitch's recovery analysis follows a going concern approach
instead of balance sheet liquidation. This reflects CeramTec's
strong, defendable market position supported by established long-
term customer relationships, which would support higher
realisable values in a distress scenario. For the going-concern
analysis enterprise value (EV) calculation, Fitch discounts its
estimated 2017E EBITDA of EUR195 million by 20%, giving a post-
distress EBITDA of EUR155 million.

Fitch applies a 5.5x distressed EV/EBITDA multiple, in line with
trading multiples of publicly listed medical technology
companies, as well as distressed EV/EBITDA multiples across
Fitch's rated universe of medical technology and diversified
industrial companies. After deducting 10% for administrative
claims, Fitch calculates recoveries of 65% for senior secured
debt, comprising the TLB and revolving credit facility (RCF),
which we assume to be fully drawn at distress, leading to a one
notch uplift from the IDR to 'B+'/'RR3'.

Fitch estimates zero recovery for the more subordinated senior
notes investors, giving a senior note rating of 'CCC+'/'RR6'/0%.

RATING SENSITIVITIES

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

- Meaningful de-leveraging with FFO adjusted gross leverage
falling below 7.0x;

- FCF strengthening towards EUR150 million translating into FCF
margins sustainably in excess of 15%.

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

- FFO adjusted gross leverage remaining in excess of 8.5x by
end-2019 and beyond;

- Stagnating or declining sales due to price erosion, flat
volumes or onerous launch of new products without a material
operating contribution;

- Stagnant EBITDA margins at 33% due to inability to compensate
for price pressure and adverse volume dynamics;

- FCF of EUR50 million with FCF margins contracting to mid-
single digits.

LIQUIDITY

Comfortable Liquidity: Fitch views the group's liquidity profile
as comfortable. Fitch expects CeramTec will generate on average
EUR80 million-EUR85 million FCF per year during 2018-2021, which
should comfortably accommodate its capital investment programme.
Fitch projects the six-year committed EUR75 million revolving
credit facility (RCF) will remain undrawn during 2018-2021
further increasing CeramTec's financial flexibility.

Fitch also forecasts a gradual build-up of year-end cash reserves
to EUR130 million by 2019, supported by the absence of short-term
maturities and modest intra-year working capital requirements.
Fitch has excluded from the liquidity analysis EUR20 million as a
minimum required for operational needs, which cannot be used for
debt service.


TELE COLUMBUS: Fitch Rates Proposed EUR500MM Sr. Sec. Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned Tele Columbus AG's (Tele Columbus)
proposed senior secured EUR500 million notes an expected long-
term rating 'BB-(EXP)' with a Recovery Rating 'RR2'.

The new notes are intended to refinance some of the outstanding
senior secured debt, with only minimal changes to the current
capital structure. The new notes will benefit from the same
security package and rank pari passu with bank secured debt, and
be governed by the outstanding inter-creditor agreement, with
some amendments following the notes issue. The notes will benefit
from a covenant package including change of control, negative
pledge, restrictions on debt incurrence and shareholder
distributions.

The proposed notes are rated two notches above Tele Columbus's
Long-Term Issuer Default Rating of 'B' The assignment of the
final rating is subject to the receipt of final documents
conforming to information already received.

Tele Columbus is the third-largest cable provider in Germany
after Kabel Deutschland (a subsidiary of Vodafone) and Unitymedia
(B+/Stable; a subsidiary of Liberty Global), with around 3.6
million connected homes.

KEY RATING DRIVERS

Strong Regional Market Shares

Fitch expects Tele Columbus to maintain strong regional market
shares, shielded by limited overlap with other cable companies in
its key operating territories. The company holds above 50% cable
market shares in the regions where 2.4 million of its 3.6 million
connected homes are located.

Rational Competition

Peer cable competition is rational and primarily based on legacy
cable infrastructure, with limited appetite for opportunistic new
development. Cable operators typically have exclusive access to
their client, housing associations (HAs), with only incumbent
Deutsche Telekom (BBB+/Stable) able to offer a full range of
competing premium services such as broadband connection, premium
TV and mobile service on own broadband infrastructure. We believe
content is unlikely to become a key competitive driver given
abundant quality content on free-to-air TV channels.

Long-Term Contract Relationships

Tele Columbus benefits from long-term contracts with HAs, which
ensures the stability of its core revenues, protects against
excessive competition with other cable companies and helps reduce
churn. A relationship with the HA is likely maintained for a long
time once it has been established. A switch to a new cable
operator would require new equipment installation and/or network
rewiring, which HAs are generally keen to avoid.

Focused Strategy Reduces Execution Risks

The strategy of Tele Columbus is to focus on upselling additional
services to its existing connected homes taking its basic TV
service, rather than expanding into new areas. This shields it
from execution risks associated with entering new areas without
established relationships. Therefore, most of its capex is
success-driven, as network upgrades are typically only started
after reaching an agreement with HAs.

Robust Expected Recoveries

Fitch rates the company's debt instruments at 'BB-', two notches
above the IDR, due to strong, above 70%, expected recoveries.

DERIVATION SUMMARY

Tele Columbus has a significantly smaller operational scale than
its closest domestic peer Unitymedia, the second-largest cable
company in Germany. Unitymedia has similar leverage but its
rating benefits from better infrastructure, a larger footprint
and sustainably strong free cash flow (FCF).

Liberty Global's cable subsidiaries Virgin Media and UPC Holding
are rated 'BB-' due to lower leverage, solid financial profiles
and stronger market positions. VodafonZiggo has a stronger
operating profile, but also higher leverage and as a result is
rated 'B+'. Cable companies typically have looser leverage
thresholds than mobile and fixed-line operators due to the more
sustainable nature of their business and stronger FCF.

KEY ASSUMPTIONS

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

- Stable homes connected of around 3.6 million in 2017-2020
- Low-single-digit percentage growth in total revenue generating
   units (RGUs) a year in 2017-2020
- Normalised EBITDA margin of above 50% in 2017-2020
- Introduction of moderate dividends in the medium term

KEY RECOVERY RATING ASSUMPTIONS

- The recovery analysis assumes that Tele Columbus would be
considered a going concern in bankruptcy and that the company
would be reorganised rather than liquidated.

- A 10% administrative claim.

- The going-concern EBITDA estimate of EUR204 million reflects
Fitch's view of a sustainable, post-reorganisation EBITDA level
upon which we base the valuation of the company .

- The going-concern EBITDA is 20% below estimated 2017 EBITDA
with some non-recurring items reported by the company treated as
an ongoing cost and assuming likely operating challenges at the
time of distress.

- An enterprise value (EV) multiple of 6x is used to calculate a
post-reorganisation valuation and reflects a conservative mid-
cycle multiple.

- With the proposed senior secured notes, Fitch estimates the
total senior secured debt in excess of EUR1.3 billion with
expected recoveries for senior secured debt of above 70%. This
results in the proposed senior secured notes being rated 'BB-
(EXP)'/'RR2', two notches above the IDR.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

- FFO-adjusted net leverage sustained below 5.0x (2017: XX) and
   supported by robust FCF.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

- FFO adjusted net leverage rising and remaining above 6.0x
- Significant shortening of the remaining contract life with HAs


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


BAIN CAPITAL 2018-1: Moody's Rates Class F Notes '(P)B2'
--------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Bain
Capital Euro CLO 2018-1 Designated Activity Company:

EUR207,600,000 Class A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR17,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR25,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR20,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa2 (sf)

EUR23,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba2 (sf)

EUR11,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

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 2032. 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, Bain Capital
Credit, Ltd. ("Bain Capital"), has sufficient experience and
operational capacity and is capable of managing this CLO.

Bain Capital Euro CLO 2018-1 Designated Activity Company 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 obligations, second-lien
loans, mezzanine loans and high yield bonds. The portfolio is
expected to be approximately at least 80% ramped up as of the
closing date and to be comprised predominantly of corporate loans
to obligors domiciled in Western Europe.

Bain Capital 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 obligations, and are subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR35.5 million 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. Bain Capital's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique. 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 modeling assumptions:

Par amount: EUR350,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2790

Weighted Average Spread (WAS): 3.30%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints and the current sovereign ratings in
Europe, such exposure may not exceed 10% of the total portfolio.
As a result and in conjunction with the current foreign
government bond ratings of the eligible countries, as a worst
case scenario, a maximum 10% of the pool would be domiciled in
countries with A3. The remainder of the pool will be domiciled in
countries which currently have a local or foreign currency
country ceiling of Aaa or Aa1 to Aa3.

Stress Scenarios:

Together with the set of modeling 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. Here 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 3209 from 2790)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B-1 Senior Secured Floating Rate Notes : -1

Class B-2 Senior Secured Fixed Rate Notes: -1

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: -1

Percentage Change in WARF: WARF +30% (to 3627 from 2790)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -3

Class B-2 Senior Secured Fixed Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -2

Class F Senior Secured Deferrable Floating Rate Notes: -3


BAIN CAPITAL 2018-1: Fitch Assigns B-(EXP) Rating to Cl. F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2018-1
Designated Activity Company notes expected ratings, as follows:

EUR207.6 million Class A notes: 'AAA(EXP)sf'; Outlook Stable
EUR22.8 million Class B notes: 'AA(EXP)sf'; Outlook Stable
EUR15 million Class B notes: 'AA (EXP)sf'; Outlook Stable
EUR25.1 million Class C notes: 'A (EXP)sf'; Outlook Stable
EUR20.3 million Class D notes: 'BBB (EXP)sf'; Outlook Stable
EUR23.8 million Class E notes: 'BB (EXP)sf'; Outlook Stable
EUR11.2 million Class F notes: 'B-(EXP)sf'; Outlook Stable

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

Bain Capital Euro CLO 2018-1 DAC is a cash flow collateralised
loan obligation (CLO). Net proceeds from the notes will be used
to purchase a EUR350 million portfolio of mostly European
leveraged loans and bonds. The portfolio will be actively managed
by Bain Capital Credit, Ltd. The CLO envisages a four-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS
'B' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the 'B'
category. The Fitch-weighted average rating factor (WARF) of the
indicative portfolio is 32.33, below the indicative maximum
covenant WARF for assigning expected ratings of 33.5.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
indicative portfolio is 67.81%, above the minimum covenant WARR
for assigning expected ratings of 64%.

Limited Interest Rate Exposure
There are no fixed-rate liabilities in the deal, while unhedged
fixed-rate assets cannot exceed 10% of the portfolio. Fitch
modelled both 0% and 10% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors is 20% of
the portfolio balance for the assignment of expected ratings.
This covenant ensures that the asset portfolio will not be
exposed to excessive obligor concentration. Ultimately, the
manager wants to be able to use the top 10 obligors at 18% and
26.5% (of total portfolio) matrices and be able to interpolate
between the two.

Unhedged Non-euro Assets
Non-euro-denominated assets that are unhedged are limited to an
exposure of 2.5% and, combined with principal hedged obligations
(hedged with FX forward agreements) are limited to a 5% exposure.
These assets are subject to principal haircuts, and the manager
can only invest in them if, after the applicable haircuts, the
aggregate balance of the assets is above the reinvestment target
par balance.

RATING SENSITIVITIES

Adding to all rating levels the increase generated by applying a
125% default multiplier to the portfolio's mean default rate
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to four notches for the rated notes.


CARLYLE EURO 2018-1: S&P Assigns B- (sf) Rating to Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Carlyle Euro CLO
2018-1 DAC's class A-1, A-2A, A-2B, B, C, D, and E notes. At
closing, Carlyle Euro CLO 2018-1 also issued an unrated
subordinated class of notes.

Carlyle Euro CLO 2018-1 is a European cash flow collateralized
loan obligation (CLO) transaction, securitizing a portfolio of
primarily senior secured euro-denominated leveraged loans and
bonds issued by European borrowers. CELF Advisors LLP is the
collateral manager.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following such
an event, the notes permanently switch to semiannual payment. The
portfolio's reinvestment period ends approximately four and a
half 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. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations.

"In our cash flow analysis, we used the EUR425 million target par
amount, the covenanted weighted-average spread (3.60%), the
covenanted weighted-average coupon (4.5%), and the target minimum
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Elavon Financial Services DAC, U.K. Branch is the bank account
provider and custodian. The documented downgrade remedies are in
line with our current counterparty criteria.

"Following the application of our structured finance ratings
above the sovereign criteria, we consider that the transaction's
exposure to country risk is sufficiently mitigated at the
assigned rating levels.

"We consider that the issuer is bankruptcy remote, in accordance
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

  Carlyle Euro CLO 2018-1 DAC
  EUR439.35 mil senior secured floating- and fixed-rate notes
  (including EUR45.8 mil subordinated notes)
                                         Amount
  Class                    Rating       (mil, EUR)
  A-1                      AAA (sf)       240.95
  A-2A                     AA (sf)         36.75
  A-2B                     AA (sf)         30.00
  B                        A (sf)          28.50
  C                        BBB (sf)        22.50
  D                        BB (sf)         22.10
  E                        B- (sf)         12.75
  Sub                      NR              45.80

  NR--Not rated


ST. PAUL'S CLO IX: Moody's Assigns (P)B2 Rating to Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by St. Paul's CLO IX Designated
Activity Company:

EUR245,000,000 Class A Senior Secured Floating Rate Notes due
2030, Assigned (P)Aaa (sf)

EUR36,850,000 Class B Senior Secured Fixed Rate Notes due 2030,
Assigned (P)Aa2 (sf)

EUR30,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)A2 (sf)

EUR22,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)Baa2 (sf)

EUR26,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)Ba2 (sf)

EUR11,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)B2 (sf)

RATINGS RATIONALE

Moody's rating of the Notes addresses the expected loss posed to
noteholders. The rating reflects the risks due to defaults on the
underlying portfolio of assets, the transaction's legal
structure, and the characteristics of the underlying assets.

St. Paul's IX is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, senior secured bonds and
eligible investments, and up to 10% of the portfolio may consist
of second lien loans, unsecured loans, mezzanine obligations and
high yield bonds.

Intermediate Capital Managers Limited manages the CLO. It directs
the selection, acquisition, and disposition of collateral on
behalf of the Issuer. After the reinvestment period, which ends
in May 2022 the Manager may reinvest unscheduled principal
payments and proceeds from sales of credit risk and credit
improved obligations, subject to certain restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR37.0M 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 performance of the Notes is subject to uncertainty. The
performance of the Notes is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Notes.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique.

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.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par and principal proceeds balance: EUR400,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the rating assigned to the rated Notes.
This sensitivity analysis includes increased default probability
relative to the base case.

Here is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal:

Percentage Change in WARF -- increase of 15% (from 2850 to 3278)

Rating Impact in Rating Notches

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Fixed Rate Notes: -1

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 -- increase of 30% (from 2850 to 3705)

Rating Impact in Rating Notches

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Fixed Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -2

Class F Senior Secured Deferrable Floating Rate Notes: -2


TOWD POINT 2016-GRANITE1: S&P Hikes G-Dfrd Notes Rating to BB(sf)
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Towd Point
Mortgage Funding 2016-Granite1 PLC's class B-Dfrd, C-Dfrd, D-
Dfrd, E-Dfrd, F-Dfrd, and G-Dfrd notes. At the same time, S&P has
affirmed its rating on the class A notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the transaction using information from the most
recent investor report and loan-level data. Our analysis reflects
the application of our European residential loans criteria.

"Since closing, our weighted-average foreclosure frequency (WAFF)
assumptions have remained stable and our weighted-average loss
severity (WALS) assumptions have decreased. The decrease in WALS
is driven by a decrease in the weighted-average current loan-to-
value ratios.

  Rating    WAFF     WALS
  level      (%)      (%)
  AAA      42.37    40.92
  AA       34.54    33.59
  A        25.56    21.56
  BBB      20.34    15.03
  BB       15.18    10.91
  B        12.88     7.81

The liquidity facility has not been drawn and the credit
enhancement has increased for all classes of notes given the
approximately 27% amortization in the pool.

S&P said, "Using our updated WAFF and WALS assumptions in our
cash flow model, the class A notes pass our cash flow stresses at
a 'AAA' rating level. We have therefore affirmed our 'AAA (sf)'
rating on the class A notes.

"As a result of the reduction in our WALS assumptions and of the
increased credit enhancement, the class B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, F-Dfrd, and G-Dfrd notes are able to pass our cash flow
stresses at higher rating levels than those currently assigned.
Consequently, we have raised our ratings on these classes of
notes.

"Although we consider the available credit enhancement for the
class B-Dfrd notes to be commensurate with a higher rating than
that currently assigned, the deferrable feature prevents us from
assigning a 'AAA (sf)' rating to this class of notes. We have
therefore raised to 'AA+ (sf)' from 'AA (sf)' our rating on the
class B notes.

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for one- and three-year horizons, under moderate stress
conditions, is in line with our credit stability criteria."

Towd Point Mortgage Funding 2016-Granite1 is a U.K. residential
mortgage-backed securities (RMBS) transaction. Landmark Mortgages
Ltd. originated the loans.

  RATINGS LIST

  Class          Rating
             To         From

  Towd Point Mortgage Funding 2016-Granite1 PLC
  EUR6.269 Billion Floating Rate Notes
  (Including EUR6.086 Billion Residential Mortgage-Backed Notes)
  Ratings Raised
  B-Dfrd     AA+ (sf)   AA (sf)
  C-Dfrd     AA (sf)    A (sf)
  D-Dfrd     A+ (sf)    A- (sf)
  E-Dfrd     A (sf)     BBB (sf)
  F-Dfrd     BBB (sf)   BB (sf)
  G-Dfrd     BB (sf)    B (sf)

  Rating Affirmed

  A          AAA (sf)


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


SESTANTE FINANCE 2: Fitch Raises Ratings on 2 Note Classes to CCC
-----------------------------------------------------------------
Fitch Ratings has taken rating action on the Sestante Finance
S.r.l. series and removed all tranches from Rating Watch Evolving
(RWE).

The Sestante series comprises four Italian RMBS transactions
originated by Meliorbanca (part of the BPER Banca banking group,
BB/Stable/B) and serviced by Italfondiario S.p.A. (RPS2+/RSS1-).
The transactions are Sestante Finance S.r.l. (SF1), Sestante
Finance S.r.l. - 2 (SF2), Sestante Finance S.r.l. - 3 (SF3) and
Sestante Finance S.r.l. - 4 (SF4).

The removal from RWE follows the implementation of Fitch's
European RMBS rating criteria. The transactions were placed on
RWE on October 5, 2017 on the publication of Fitch's Exposure
Draft: European RMBS Rating Criteria.

KEY RATING DRIVERS

Potential Principal Loss at Maturity (SF1)
There is a mismatch of about EUR32,000 between SF1's assets and
liabilities. Fitch spoke to the servicer and BPER Banca to
understand the cause of this under-collateralisation despite the
transaction's principal deficiency ledger (PDL) being clear, but
it is still unclear when and why this imbalance arose and
evolved. By looking at a number of past transaction reports, and
based on its own calculations, Fitch has observed that the
mismatch, which showed very tiny over-collateralisation at deal
closing, has been slightly increasing over time. This may suggest
a recurrent calculation or reporting issue rather than a one-off
mistake or accidental misallocation of the portfolio collections.

The gap is currently a minor amount compared with the balance of
the class C notes (EUR13.4 million). However, there is no
certainty that its size will not increase over time. Furthermore,
even if the amount of the mismatch does not rise, it is going to
account for a higher percentage of the class C remaining balance
when the tranche amortises in the tail of the deal.

Fitch does not see any structural mitigant in SF1 that could cure
this potential principal shortfall because the cash reserve can
only be used to clear the PDL but will not be part of the issuer
principal available funds at the legal maturity date.

If not cured, this imbalance will lead to a principal loss for
the class C notes at maturity, which Fitch believes is not
consistent with an investment grade rating on the notes. The
agency has therefore downgraded the class C notes to 'Bsf' from
'BBB-sf'. Fitch acknowledges that should the clean-up call option
be exercised or the mismatch cured by the parties over the next
years, there would be no loss for the class C noteholders. The
limited margin of safety that remains for investors if this
happens is reflected in the 'Bsf' rating rather than a distressed
rating. The Negative Outlook on the class C notes reflects the
risk that the mismatch may not be cured in the coming years, thus
increasing the probability of investors incurring a principal
loss at legal maturity date.

Fitch will investigate if there is a similar issue in the other
transactions of the Sestante series. However, investors should
note that only the most junior collateralised classes (C1) would
be exposed to this risk, these tranches have distressed ratings
of 'CCCsf' or 'CCsf' and their cash reserves, although currently
depleted, would be part of the principal available funds at legal
maturity and be used to cure principal shortfalls, if any.

Clearing PDL
Over the last year, quarterly recoveries started outpacing new
defaults. Coupled with negative Euribor translating into no
interest payments to the senior notes, this has contributed to
restoring some excess spread in the transactions. The uncleared
balance of the PDL has decreased in all deals except SF1, where
there is no PDL outstanding.

The most prominent reduction was in SF2, where the PDL reduced to
EUR1.5 million in April 2018 from EUR6.4 million in April 2016,
supporting the upgrade of the class B notes to 'BBB+sf' from
'BBB-sf'. Fitch expects the PDL of SF2 to reduce to zero over the
next interest payment dates, thus bringing the credit enhancement
(CE) for the class C1 notes back to positive territory, and
allowing amortisation of the excess spread notes (class C2) to
resume and be relatively fast. This underpins the upgrade of the
class C1 and C2 notes to 'CCCsf' from 'CCsf' with a Recovery
Estimate (RE) of 100%.

SF3's PDL balance has also shrunk to EUR19.9 million (April 2018)
from EUR23.3 million (July 2016), restoring some CE for the class
B notes. This margin of safety, although limited, is reflected in
the upgrade to 'Bsf' from 'CCCsf'.

The clearing of the PDL in SF4 (to EUR39 million in January 2018
from EUR42 million two years before) and the structural
protection available to class A since the cumulative default rate
breached the trigger of 18% underpin the upgrade of the senior
notes to 'BB+sf' from 'Bsf'. We have also revised the RE for the
class B notes to 30% (up from 0%). SF4 is the transaction with
the slowest clearing PDL.

The cash reserve of SF1 has slightly replenished since our last
review in October 2017, although a minor further drawing was made
in April 2018. The robust CE for the class B notes and its very
limited reliance on recoveries from existing defaults drove its
upgrade to 'AAsf' from 'A+sf'.

Substantial Amount of Defaults
The transactions include a large amount of outstanding defaults.
Defaulted claims account for 22% of the total portfolio
(including performing, delinquent and defaulted loans) in SF1,
26% in SF3, 27% in SF2 and 30% in SF4.

Recoveries have been subdued so far, with cumulative interest and
principal recoveries as a percentage of cumulative defaults
ranging from about 20% (SF4) to 40% (SF1), despite the long
seasoning of the transactions and their defaulted positions.

In Fitch's view, the assumptions on recoveries from existing
defaults play a key role in the rating analysis as they can
materially influence the generation of future excess spread and
the PDL clearing. In its analysis, Fitch has also assessed the
reliance of the tranches to scenarios where, if the claims are
not resolved, recoveries from outstanding defaults decrease in
response to their longer seasoning and has concluded that the
tranches are sufficiently robust at their ratings.

European RMBS Rating Criteria Implemented
In this annual review, Fitch fully implemented its new European
RMBS Rating criteria, published on October 27, 2017, including
the application of its standard recovery rate and recovery timing
assumptions for new and outstanding defaults.

Fitch was not provided with the borrower's primary income, but
the loan-by-loan portfolio made available by the servicer
contained a measure of the debt service coverage ratio. The
agency has used this information to derive a proxy of the
borrower's income and to calculate the debt-to-income (DTI)
ratio. Fitch has observed that between 60% (SF2) and 90% (SF4) of
the pools falls under the highest DTI bucket (ie, DTI higher than
or equal to 50%), thus getting the highest default probability,
all other borrower and loan features being equal.

RATING SENSITIVITIES

The rating of SF1's class A1 and B notes and SF2's class A notes
are sensitive to changes in Italy's Long-Term Issuer Default
Rating (IDR; BBB/Stable). Changes to Italy's IDR and the rating
cap for Italian structured finance transactions, currently
'AAsf', could trigger rating action on these notes.

The ratings of the mezzanine (class B) and junior tranches (C1
and C2) of SF2, SF3 and SF4 are highly reliant on recoveries from
the large stock of outstanding defaults. Recoveries are volatile.
Recovery cash flows consistently lower and slower than Fitch's
assumptions, reversing the clearing trend of the PDL, may put
pressure on the ratings of these tranches. Conversely, higher and
faster recoveries than expected, accelerating the clearing of the
PDL, could trigger positive rating actions on the mezzanine and
junior notes.

Failure to cure the gap between SF1's assets and rated notes over
the next years may lead to a downgrade of the class C notes to a
distressed level due to the pronounced risk of default of the
notes at their legal maturity date. Conversely, if this gets
cured, clarity is made on the root cause of the mismatch
(including its non-recurrent nature), we may upgrade the class C
notes.

The rating actions are as follows:

Sestante Finance S.r.l.:
Class A1 (ISIN IT0003604789): affirmed at 'AAsf'; off RWE;
Outlook Stable
Class B (ISIN IT0003604839): upgraded to 'AAsf' from 'A+sf'; off
RWE; Outlook Stable
Class C (ISIN IT0003604854): downgraded to 'Bsf' from 'BBB-sf';
off RWE; Outlook Negative

Sestante Finance S.r.l. - 2:
Class A (ISIN IT0003760136): affirmed at 'AAsf'; off RWE; Outlook
Stable
Class B (ISIN IT0003760193): upgraded to 'BBB+sf' from 'BBB-sf';
off RWE; Outlook Stable
Class C1 (ISIN IT0003760227): upgraded to 'CCCsf' from 'CCsf';
off RWE; RE of 100%
Class C2 (ISIN IT0003760243): upgraded to 'CCCsf' from 'CCsf';
off RWE; RE of 100%

Sestante Finance S.r.l. - 3:
Class A (ISIN IT0003937452): affirmed at 'Asf'; off RWE; Stable
Outlook
Class B (ISIN IT0003937486): upgraded to 'Bf' from 'CCCsf'; off
RWE; Stable Outlook
Class C1 (ISIN IT0003937510): affirmed at 'CCsf'; off RWE; RE of
0%
Class C2 (ISIN IT0003937569): affirmed at 'CCsf'; off RWE; RE of
0%

Sestante Finance S.r.l. - 4:
Class A2 (ISIN IT0004158157): upgraded to 'BB+sf' from 'Bsf'; Off
RWE; Stable Outlook
Class B (ISIN IT0004158165): affirmed at 'CCsf'; off RWE; RE of
30%
Class C1 (ISIN IT0004158249): affirmed at 'CCsf'; off RWE; RE of
0%
Class C2 (ISIN IT0004158264): affirmed at 'CCsf'; off RWE; RE of
0%


TAURUS 2018-IT: Fitch Assigns B(EXP) Rating to Class E Notes
------------------------------------------------------------
Fitch Ratings has assigned Taurus 2018 - IT S.R.L.'s notes
expected ratings as follows:

EUR197 million class A: 'A+(EXP)sf'; Outlook Stable
EUR90,000 class X: not rated
EUR25.9 million class B: 'A-(EXP)sf'; Outlook Stable
EUR33.1 million class C: 'BBB-(EXP)sf'; Outlook Stable
EUR28.5 million class D: 'BB-(EXP)sf'; Outlook Stable
EUR15.5 million class E: 'B(EXP)sf'; Outlook Stable

The transaction is a securitisation of three commercial mortgage
loans totalling EUR300 million to Italian borrowers sponsored by
Blackstone funds (Camelot and Logo) and Partners Group (Bel Air).

The loan-to-values (LTVs) are 70.8% (EUR215 million Camelot),
61.7% (EUR34.6 million Logo) and 51% (EUR110 million Bel Air).
The loans are interest-only paying a floating rate, and secured
on Italian assets comprising 16 logistics assets (Camelot); three
logistics assets (Logo); and six shopping centres (Bel Air).

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

KEY RATING DRIVERS

Assets in Cyclical Rebound: Prime Italian shopping centre and
logistics yields have been below their long-term averages in
recent years, reflecting renewed optimism about property
fundamentals. This has been borne out in some pockets of strong
rental growth as the broader economy's recovery has been stronger
than expected, raising optimism that the performance of the
retail and logistics sector may rebound.

Generally Sound Property Quality: The portfolio is of generally
good quality, with scores clustered in Fitch's mid-quality range
and occupancy high. The highest-scored asset is a cross-docking
facility fully let to TNT Global Express S.p.A. (FedEx) and well-
located in the vicinity of Milan Linate airport, a regional
distribution hub. The lowest-scoring property is the Cornaredo
logistics asset, which is over 64% vacant. The shopping centres,
most of which have previously featured in other CMBS, are
representative of assets adequately serving local populations.

Mixed Loans: The three loans are varied, with Bel Air a low-
leverage loan secured on retail, Camelot a high-leverage loan
secured on a large portfolio of logistics assets of variable
quality, and Logo a medium-leverage loan secured on three strong
logistics assets. Release pricing is generally simple and
prudent, starting at 110% for the logistics loans (rising to 115%
after 20% has been released), and the higher of 115% and 60% of
disposal proceeds for Bel Air.

Strong Sequential Principal Pay: The principal waterfall is
unusually conservative in its deployment of sequential pay.
Principal not returned sequentially can only comprise voluntary
repayment amounts from Camelot (other than property release
amounts and provided no loan is in default). Camelot's higher
leverage means non-sequential amounts would be applied pro rata
(if no other loan is outstanding) or else 90% pro rata and 10%
reverse sequentially.


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


PLAY COMMUNICATIONS: S&P Withdraws 'BB' LT Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'BB' long-term issuer credit
rating on Luxemburg-based Play Communications S.A., the parent of
Polish telecommunications operator Play at the company's request.
At the time of withdrawal, the outlook was stable.


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


HALCYON LOAN 2014: S&P Affirms B- (sf) Rating on Class F-R Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on all classes of
notes issued by Halcyon Loan Advisors European Funding 2014 B.V.

Since refinancing in April 2017, the portfolio experienced
negative rating migration with the assets' weighted-average
rating decreasing to 'B' from 'B+'. Furthermore, the portfolio's
weighted-average spread as reported by the trustee decreased to
3.91% from 4.26% over the same period. These negative
developments were partly offset by an increase in the aggregate
collateral amount to EUR306.49 million from EUR305.17 million in
April 2017.

The manager has purchased or entered into binding commitments to
purchase EUR333.88 million of assets. In order to settle those
trades, the issuer will need EUR27.39 million.

S&P said, "We have performed a credit and cash flow analysis by
applying our corporate collateralized debt obligation (CDO)
criteria and our criteria for assigning 'CCC' category ratings.
In our opinion, thanks to the increase in credit enhancement, the
notes can withstand increased default rates at their current
rating levels. We have therefore affirmed our ratings on all
classes of notes."

Halcyon 2014 is a European cash flow collateralized loan
obligation (CLO), securitizing a portfolio of primarily senior
secured euro-denominated leveraged loans and bonds issued by
European borrowers. The transaction is managed by Halcyon Loan
Advisors (UK) LLP. The reinvestment period ends in April 2021.

  RATINGS LIST

  Halcyon Loan Advisors European Funding 2014 B.V.
  EUR313.85 mil senior secured floating-rate and deferrable notes
                                         Rating
  Class            Identifier      To                  From
  A-R              XS1587061562    AAA (sf)            AAA (sf)
  B-R              XS1587062024    AA (sf)             AA (sf)
  C-R              XS1587063261    A (sf)              A (sf)
  D-R              XS1587063428    BBB (sf)            BBB (sf)
  E-R              XS1587064152    BB (sf)             BB (sf)
  F-R              XS1587064079    B- (sf)             B- (sf)


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


GETBACK SA: Initiates Restructuring Plans, Postpones 2017 Results
-----------------------------------------------------------------
Agnieszka Barteczko at Reuters reports that GetBack said it has
postponed its 2017 earnings announcement and initiated
restructuring plans.

"The management board decided to proceed with work aimed at
preparing documents related to restructuring within the meaning
of the restructuring law," Reuters quote GetBack as saying in a
statement on April 30.

"The management board, guided by the good of the company and all
entities remaining with the company in any legal and factual
relations, undertook actions aimed at avoiding the effect of the
company's insolvency."

The Polish debt collector postponed its 2017 results due on
April 30 until May 15, Reuters discloses.

GetBack has bought large portfolios of distressed debt over the
past year at higher prices than its competitors, using short-term
bond issues to finance the purchases, Reuters relates.

GetBack earlier said it had failed to redeem bonds worth US$25
million, triggering concern about the remaining $719 million
worth of bonds, Reuters recounts.


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


DELOPORTS LLC: S&P Lowers ICR to 'B+', Off Rating Watch Negative
----------------------------------------------------------------
S&P Global Ratings lowered to 'B+' from 'BB-' its long-term
issuer credit rating on DeloPorts LLC, a Russian operator of
container and grain terminals in the port of Novorossiysk. The
outlook is stable. S&P also removed the rating from CreditWatch
with negative implications where we placed it on Dec. 28, 2017.

The downgrade reflects increased leverage at both DeloPorts and
its parent, MC Delo, following the purchase of 30.75% stake at
Global Ports Investments PLC (GPI). To finance the transaction,
DeloPorts issued $140 million of notes, leading to higher
leverage at the company, with additional debt raised by MC Delo.
S&P said, "In our analysis, we take into account debt issued at
the parent company level because we believe that DeloPorts, as a
major source of cash flows of the group, will ultimately be
responsible for repaying this debt, through its dividends to the
parent. Although MC Delo does not prepare consolidated financial
statements, we understand from management that DeloPorts is a
core subsidiary of the group, responsible for about 90% of the
group's EBITDA. Additionally, we believe that DeloPorts may
potentially support other businesses of MC Delo."

S&P said, "With additional $140 million of debt on the balance
sheet, the proceeds of which have been upstreamed to the parent,
we expect DeloPorts' funds from operations (FFO) to debt ratio to
decrease to about 20%-23% in 2018 and 22%-25% in 2019 from an
estimated 46% in 2017. We also expect group's adjusted debt to
EBITDA ratio to increase to 3.0x-3.3x in 2018 and 2.7x-3.0x in
2019. We note that the acquisition comes at the same time when
DeloPorts has large ongoing capital expenditure (capex) program,
which already weighs on leverage. We have therefore revised
downward our assessment of DeloPorts' financial risk profile to
significant from intermediate. Our 'B+' rating assumes that, in
2019, DeloPorts' financial metrics will gradually recover through
increasing cash flow generation.

"We assess MC Delo's group credit profile (GCP) at 'b+'. Our
assessment reflects to a large extent the credit quality of
DeloPorts, which we consider to be a core entity of the group due
to its almost 90% share in the group's EBITDA generation and its
important role in the group's strategy in Russia's transportation
sector. At the same time, we expect leverage to be higher at MC
Delo with FFO to debt of 15%-16% in 2018 and 17%-20% in 2019. We
don't expect to rate DeloPorts above its GCP.

"We consider DeloPorts' financial policy as aggressive, because
of its appetite for growth via capex and acquisitions. The
group's covenants limit its ratio of net debt to EBITDA at
3.5x -- which leaves some room for further increase of debt.
There are certain limitations at the parent level, which should
motivate a more prudent financial policy at DeloPorts, such as
cross-default provisions and limitations on cash distributions.
Still, we cannot rule out opportunistic bolt-on acquisitions."

MC Delo acquired a 30.75% stake in GPI from Transportation
Investment Holding Ltd., a Russia based transportation and
logistics investment group. MC Delo's stake equals the stake of
another shareholder, APM Terminals Management B.V., a global
container terminal operator and a subsidiary of Danish
transportation conglomerate A.P. Moller - Maersk A/S. S&P said,
"We therefore do not expect MC Delo to exercise full control or
consolidate GPI into its accounts. Additionally, in our forecast,
we don't expect any dividends from GPI to MC Delo in the coming
years, because GPI has been focused on debt repayment and hasn't
been paying dividends in the last few years."

DeloPorts delivered sound operating results in 2017, as Russian
markets for both grains and containers demonstrated positive
dynamics. As a result, container volumes, supported by a stronger
ruble, have increased by 30% and grain volumes, supported by a
record-high harvest in Russia, increased 27%. S&P said, "We
estimate that the group's revenues expanded by about 27% in 2017
with an S&P Global Ratings' adjusted EBITDA margin of 71.6%,
below the 75.6% delivered in 2016, due in part to a stronger
ruble, the currency in which DeloPorts' operating costs are
nominated. We note that container terminal NUTEP and, especially,
grain terminal KSK are operating at near capacity with limited
possibility of further growth until 2019, when new capacity will
be added to both terminals. Therefore, we see prospects for
further EBITDA growth as limited in 2018. Also, we note
fundamental volatility in Russia's container volumes, which are
sensitive to foreign exchange and economic growth."

S&P said, "The stable outlook on DeloPorts reflects our
expectation that its credit metrics will be gradually improving
in 2018, following its debt-funded acquisition of a 30.75% stake
in GPI. We expect that the company will maintain its FFO-to-debt
ratio above 15%, taking into account somewhat higher leverage at
MC Delo and assuming a broadly unchanged structure of the MC Delo
group. We expect DeloPorts' financial performance to be supported
by continued positive trends in the Russian container market and
our expectation of stable grain export levels, despite capex
peaking in 2018 and relatively high dividends, required to
support debt service at the parent company.

"We also expect that the company's liquidity will remain
adequate, with sufficient sources to fund debt maturities and at
least a 15% headroom under its financial covenants.

"We could lower our rating on DeloPorts if its FFO-to-debt ratio
were to fall below 15%, which would imply that the ratio at MC
Delo was about 12%, assuming an unchanged group structure. This
could result from a capex overrun, higher-than-expected
dividends, or weaker operating results. A downgrade could also be
triggered by another debt-funded acquisition (at the company or
at the parent group level), shareholder returns, a meaningful
loan to a related party, or an unforeseen significant setback in
operating performance leading to materially weakening credit
measures, or deteriorating liquidity.

"We consider a positive rating action on DeloPorts as unlikely in
the near term, primarily due to high levels of capex in the
coming two years. Rating upside could primarily follow
significant improvement in DeloPorts' financial measures, such as
FFO to debt being sustainably above 30% level, resulting from
improving cash flow generation or repayment of debt at both the
DeloPorts and MC Delo levels."


PROMSVYAZBANK PJSC: S&P Keeps 'B+' ICR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings said that it was keeping its 'B+' long-term
issuer credit rating on Promsvyazbank PJSC on CreditWatch with
positive implications. S&P said, "This signifies that we need
greater clarity to assess the potential increase in the
likelihood of state support to the bank, in view of its new role
in servicing the state defense sector. The change could also
cause us to revise our view of the bank's stand-alone credit
profile (SACP). S&P initially placed the rating on CreditWatch
with positive implications on Jan. 29, 2018."

At the same time, S&P affirmed its 'B' short-term issuer credit
rating on Promsvyazbank.

S&P said, "The CreditWatch placement still indicates our need for
greater clarity regarding potential changes to Promsvyazbank's
role for and link with the Russian government. These could
strengthen as Promsvyazbank is being turned into a state
financial arm that will serve the state defense sector.

"We have considered Promsvyazbank as a government-related entity
with a moderate likelihood of support since the Central Bank of
Russia (CBR) intervened at the bank in December 2017. We base our
assessment of the likelihood of support on the bank's strong link
with and limited public policy role for the government. Our view
is in line with our treatment of other large private banks that
the CBR placed under its control last year.

"However, in the next couple of months, we expect Promsvyazbank's
financial rehabilitation to be completed and the government to
become the bank's direct owner.

"We currently assess Promsvyazbank's SACP at 'b', factoring in
short-term government support to its capital and earnings, risk
position, and liquidity. We acknowledge that CBR provided
material funds -- Russian ruble (RUB) 344 billion as of March 1,
2018 -- to Promsvyazbank to support its liquidity after the start
of its financial rehabilitation at the end of 2017. This
injection helped the bank to weather the outflow of client funds
during that period and was in line with our previous
expectations. The bank also received a material capital injection
from the state-owned Deposit Insurance Agency (RUB113.4 billion)
and expects to receive another RUB130 billion from the agency in
May-June 2018. In addition to that, we expect Promsvyazbank to
transfer a high share of its problem loans outside the banking
group perimeter in the next couple of months; this will help it
clean up its balance sheet.

"We aim to resolve the CreditWatch placement within the next
three months. By then we expect to know more about
Promsvyazbank's future strategy and governance, the final
recapitalization amount, and its asset profile following the
completion of financial rehabilitation measures.

"We could raise the rating if we considered that the bank's role
for the government or its link with the government had
strengthened as it was transformed into the major financial
vehicle used to service entities in the state defense sector.
This could happen if the bank clarified its development strategy,
the ownership was transferred to the state as planned, and the
new management team had been formed. We would also need to
confirm that the financial rehabilitation measures, which include
capital support and problem assets clean-up, are sufficient for
the bank to restore its stand-alone creditworthiness and service
new functions, and that the quality of the new loans extended by
the bank are not putting its overall credit profile under
pressure.

"We could affirm the long-term rating if we considered that the
benefits related to the higher likelihood of support from the
state in view of the bank's new role are offset by higher risks
in the new loan portfolio that are not sufficiently compensated
by the newly created capital buffers. Although this is not in our
current base-case scenario, we could lower the rating if,
contrary to the CBR's statements, we saw a greater risk that the
bank's senior creditors could suffer losses, for example, as a
result of any restrictions preventing the bank from making
payments to clients in the originally contracted order."


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


ENCE ENERGIA: S&P Hikes Long-Term Issuer Credit Rating to 'BB'
--------------------------------------------------------------
S&P Global Ratings said that it raised its long-term issuer
credit rating on Spanish pulp and electricity producer ENCE
Energia y Celulosa S.A. to 'BB' from 'BB-'. The outlook is
stable.

S&P said, "We also raised the issue ratings on ENCE's senior
unsecured notes to 'BB' from 'BB-'. The recovery rating remains
unchanged at '4', indicating our expectation of average recovery
(30%-50%; rounded estimate: 30%) in the event of default.

The upgrade reflects ENCE's ongoing expansion of its biomass-
based energy operations, which now account for more than 20% of
group EBITDA. Cash flows in the energy business are supported by
the regulatory environment, which ensures a return of investment
(7.4% pre-tax) and a return on operations. ENCE sources its
biomass from a large range of suppliers and agro-products (50+)
located within 50 kilometers (km) of its energy plants. Its
industry expertise, efficient procurement, and logistics
operations, as well as its technical knowhow, support ENCE's
above-average profitability in this segment. As a result, S&P has
improved its view of ENCE's business risk profile, which it now
assesses as fair.

S&P said, "In our base-case scenario, we assume a stable 7.4%
pre-tax remuneration on invested capital for six out of seven
plants. Government subsidies on operations are reviewed and reset
every three years, while subsidies on the investment are reviewed
every six years in this industry. The next review due in 2019
(implemented in 2020). In the absence of further public guidance,
we assume the next review will not lead to a material change in
remuneration."

ENCE is currently investing in a new plant, being built in
Huelva, Spain, next to an existing plant. The company expects it
to generate 40 megawatts (MW) from 2020 onwards, and to be
subject to a different regulatory regime than ENCE's other
plants. The plant only receives return on operations but does not
benefit from the guaranteed return on investment of 7.4%.
Profitability at the plant is supported by efficient sourcing and
synergies with the existing plant in Huelva.

ENCE's business risk remains constrained by the limited size,
geography (its two pulp mills are in Spain), and scope of its
pulp operations, as well as pulp price volatility. Although its
pulp operations are very efficient, they compete with pulp
produced by international players. Several Latin American players
(Fibria Celulose S.A., Suzano Papel e Celulose S.A., etc.) are
much larger in size, and benefit of higher economies of scale as
well as lower labor and energy costs and higher eucalyptus
harvesting rates.

S&P said, "We believe pulp prices are likely to remain high due
to strong demand and limited new capacity additions in the near
term. Our base case thereby assumes higher pulp prices will
continue to support profitability in 2018 and 2019."

ENCE's business risk is supported by the efficient logistics of
its operations. Its two pulp mills are close to ports and
facilitate just-in-time deliveries to clients all over Europe.
The group also has good relationships with a wide network of
local wood suppliers. It also focuses on growing end-markets,
with tissue producing companies now accounting for about 60% of
pulp sales.

At year-end 2017, ENCE's S&P Global Ratings-adjusted funds from
operations (FFO) to debt was 54% and adjusted debt to EBITDA was
1.4x. Adjusted debt (EUR313 million) at year-end 2017 includes
drawings under factoring facilities (EUR116 million), operating
lease liabilities (EUR12 million), and capitalized borrowing cost
(EUR9 million) -- net of EUR256 million of surplus cash.

S&P said, "While we expect ENCE's business risk profile to
benefit from ongoing investments (mainly in the energy division),
we expect the financial risk profile to be undermined by high
capital expenditures (capex) and rising shareholder payouts,
resulting in weakening credit metrics in our forecasts. ENCE's
financial risk profile will also remain constrained by the
volatility of its cash flows, which reflect fluctuations in pulp
prices and U.S. dollar/euro rates. This is somewhat mitigated by
the long-dated maturity profile of its debt and the inherent
flexibility of its investment program."

S&P's base case assumes:

-- A list price of bleached eucalyptus kraft pulp (BEKP) for
    delivery in Europe of $1,000 per ton for 2018, resulting in a
    realized net price of about EUR602 per ton of pulp. This
    assumes a USD/EUR rate of 1.22 and an average discount of 27%
    to the market list price. S&P expects pulp prices to remain
    supported by strong demand and limited new pulp capacity
    additions. For 2019, S&P assumed a list price of about
    $900/ton and a USD/EUR rate of 1.3.

-- S&P expects a rise in sold pulp volumes following capacity
    expansions at Navia and Pontevedra. S&P forecasts sold pulp
    volumes of 0.99 million tons for 2018, and 1.04 million tons
    for 2019.

-- Cash operating costs of about EUR370/ton and EUR365/ton for
    2018 and 2019.

-- Higher adjusted EBITDA margins of about 33.5% in 2018. As
    compared to 30% in 2017 because of higher pulp prices and
    low-cost energy operations. For 2019, S&P expects margins to
    decline to about 26% mainly because of lower pulp price
    assumptions.

-- Capex of about EUR175 million in 2018, split between: (i)
    EUR100 million expansion capex at existing pulp mills, (ii)
    EUR50 million capex at the new biomass plant in Huelva, and
     (iii) EUR25 million maintenance capex. In 2019, S&P expects
    capex to decline to about EUR100 million in 2019.

-- Dividend payments of about EUR65 million in 2018 and EUR40
    million in 2019, in line with the stated dividend payout
    policy of 50% of net income.

-- Annual acquisition spend of EUR50 million-EUR60 million for
    2018 and 2019 mainly in the energy business.

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

-- FFO to debt of 52% in 2018 and 38% in 2019; and

-- Adjusted debt to EBITDA of 1.4x in 2018 and 2.0x in 2019.

S&P said, "The stable outlook reflects our view that ENCE's
operating performance will improve slightly over the next 12-18
months, driven by continuing high pulp prices, a slight increase
in pulp volumes sold, and the expansion of its energy business.
We expect credit measures to remain commensurate with the
existing rating. In 2018, we expect FFO to debt of about 52% and
debt to EBITDA of about 1.4x, which provides a degree of headroom
in the rating, allowing for fluctuations in pulp prices and
expansionary investment or acquisition plans.

"Although unlikely in the coming 12 months, we could raise the
rating if we believed that ENCE's financial risk profile has
permanently strengthened, resulting in adjusted FFO to debt above
45% and free operating cash flow to debt of more than 25% on a
sustained basis, even during periods of low pulp prices.

"We could consider a negative rating action if ENCE's
profitability deteriorates meaningfully, resulting in FFO to debt
of below 20%. This could materialize in a prolonged period of
supply-demand imbalances, for instance, resulting in low pulp
prices and a reduction in pulp volume. A downgrade could also be
the result of an unfavorable development of the euro/dollar
exchange rate, coupled with an increase in the group's cash
operating costs or if the company embarks on substantially
heavier investments or acquisitions than in our base-case
scenario. We could also consider a lower rating in case of
adverse material changes in Spanish energy regulations resulting
in deteriorating business risk."


HIPOCAT 8: Fitch Hikes Class D Debt Rating to 'BB+sf'
-----------------------------------------------------
Fitch Ratings has upgraded three tranches and affirmed one other
of Hipocat 8 and affirmed all tranches of Hipocat 6. All ratings
have been removed from Rating Watch Evolving (RWE), where they
were placed on October 5, 2017 following the publication of
Fitch's new European RMBS Rating Criteria.

The transactions consist of mortgages originated in Spain by
Catalunya Banc S.A. (now part of Banco Bilbao Vizcaya Argentaria,
S.A., BBVA; A-/Stable/F2), which previously traded as Caixa
Catalunya. The loans are serviced by BBVA Group.

KEY RATING DRIVERS

European RMBS Rating Criteria
The rating actions reflect the application of Fitch's European
RMBS Rating Criteria. They also reflect the levels of credit
enhancement (CE) relative to Fitch's asset performance
expectations as per the agency's rating criteria.

Payment Interruption Risk
For Hipocat 6, the cash reserve fund is fully funded and has a
balance of EUR11.9 million. Although the cash reserve fund may be
drawn to cover for defaults, Fitch has not applied a rating cap
to the class A and class B notes based on the expectation that
funds will remain sufficient to cover payment interruption risk.
However, the lack of dedicated liquidity has precluded upgrades
above 'A+sf'.

For Hipocat 8, the cash reserve fund is fully depleted. The note
ratings therefore remain be capped at 'A+sf' due to insufficient
structural mitigation to payment interruption risk.

Asset Performance
Based upon EDW loan-level data, Fitch estimated total delinquent
loan balances (in excess of 0.1x payments) of 18.8% and 19.3% for
Hipocat 6 and Hipocat 8, respectively, as a percentage of the
total loan balance of performing and delinquent loans. The
balances of loans with more than three payments in arrears were
estimated at 1.6% and 1.1% for Hipocat 6 and Hipocat 8,
respectively.

CE
Hipocat 8 is amortising on a sequential basis between each class
of notes as a result of the reserve fund being under funded.
Hipocat 6 is amortising on a pro-rata basis.

For Hipocat 6, Fitch has calculated CE of 37.9%, 32.5% and 20.8%
for the class A, class B and class C notes, respectively.

For Hipocat 8, Fitch has calculated CE of 31.2%, 22.6%, 10.9% and
0.1% for the class A2, class B, class C and class D notes,
respectively.

Recoveries on Defaulted Receivables
Fitch was provided with supplementary loan-level information on
defaulted accounts to enable the calculation of recoveries on
defaulted receivables as described in its European RMBS Rating
Criteria.

For Hipocat 6, the balance of defaulted receivables totalled
EUR5.0 million and Fitch calculated a 'Bsf' a recovery rate of
50.5%. For Hipocat 8, the balance of defaulted receivables
totalled EUR40.2 million and Fitch calculated a 'Bsf' recovery
rate of 37.0%.

RATING SENSITIVITIES

For Hipocat 6, the depletion of the reserve fund may result the
class A and class B note ratings being capped at 'A+sf'.

For the Hipocat 8 Class D note, a timely and successful
resolution of the existing defaulted receivables could have a
positive rating impact, as indicated by the Positive Outlooks.

For all notes, a worsening of the Spanish macroeconomic
environment, especially employment conditions, or an abrupt shift
of interest rates could jeopardise the underlying borrowers'
affordability. This could have negative effects on asset
performance and negative rating implications.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

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

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

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

The rating actions are as follows:

Hipocat 6
Class A (ISIN ES0345782009): affirmed at 'AA+sf'; off RWE;
Outlook Stable
Class B (ISIN ES0345782017): affirmed at 'AAsf'; off RWE; Outlook
Stable
Class C (ISIN ES0345782025): affirmed at 'A+sf'; off RWE; Outlook
Stable

Hipocat 8
Class A2 (ISIN ES0345784013): affirmed at 'A+sf'; off RWE;
Outlook Stable
Class B (ISIN ES0345784021): upgraded to 'A+sf' from 'Asf'; off
RWE; Outlook Stable
Class C (ISIN ES0345784039): upgraded to 'A+sf' from 'BB+sf'; off
RWE; Outlook Stable
Class D (ISIN ES0345784047): upgraded to 'BBsf' from 'CCCsf'; off
RWE; Outlook Positive; Recovery Estimate revised to NC (not
calculated) from 40%


REDEXIS GAS: Fitch Cuts LT IDR to BB+, Off Rating Watch Negative
----------------------------------------------------------------
Fitch Ratings has downgraded Spanish gas distributor Redexis Gas,
S.A.'s (Redexis) Long-Term Issuer Default Rating (IDR) to 'BB+'
from 'BBB-' and removed it from Rating Watch Negative (RWN). The
Outlook is Stable. Fitch has also downgraded Redexis' and Redexis
Gas Finance BV's senior unsecured ratings to 'BBB-' from 'BBB'
and removed it from RWN. Fitch has simultaneously withdrawn all
the ratings for commercial reasons. Accordingly, Fitch will no
longer provide ratings or analytical coverage for Redexis.

The downgrade reflects Fitch's expectations of a substantial
increase in leverage following the extraordinary dividend payment
of EUR220 million last week and our expectations of Redexis'
higher tolerance for leverage thereafter, which is no longer
commensurate with a 'BBB-' rating.

The 'BB+' rating and Stable Outlook also reflect low business
risk as the owner and operator of gas distribution and
transmission networks in Spain within a fairly stable and
supportive regulatory framework, the company's business plan and
the positive operating performance.

KEY RATING DRIVERS
Extraordinary Dividend Payment: Redexis has paid EUR220 million
extraordinary dividends to its current shareholders. This was
funded chiefly through the EUR250 million bond raised in November
2017. FFO adjusted net leverage will peak at 7.6x in 2018 (6.7x
in 2017 based on preliminary published results), then potentially
decrease to 7.4x by 2020, which would still be above our
guideline for a 'BBB-' IDR of 7.0x.

Increased Tolerance for Leverage: We understand that management
has higher tolerance for leverage than previously. We consider it
unlikely that leverage will move back into line with credit
metrics for a 'BBB-' IDR by 2020. This could only be achieved, in
our view, by resizing Redexis' growth capex (around EUR120
million annually on average), thus significantly affecting the
company's business plan, or dividends policy, which we view as
unlikely.

Shareholding Restructuring: Earlier this month, the European
funds USS and ATP, currently owners of 49.9% stake in the
company, and two new financial investors GT Fund and CNIC signed
agreements to acquire a 50.1% stake in Redexis from
infrastructure funds managed by Goldman Sachs (GSIP). This
restructuring implies GSIP's full exiting of the business. The
prospective shareholder structure would stand at USS 33.3%, ATP
33.3% and GT Fund and CNIC consortium owning the remaining 33.3%.
Closing of the acquisitions is expected to take place in 2Q18.

Fairly Supportive Regulatory Framework: We see the gas
distribution and transmission regulatory framework in Spain as
predictable and compatible with the government's intention to
increase the current low gas penetration in the country, which
differentiates it from other European countries. The current
regulatory period runs to December 2020, with a mid-term review
in 2017 that resulted in no changes for the issuer. We expect no
regulatory changes before the regulatory reset in 2020.

The main regulatory weaknesses compared with other European
jurisdictions are the lack of independence of the Spanish
regulator, limited but present volume risk (around 4% of total
revenues for Redexis) and the lack of indexation to inflation.
Redexis derives around 94% of its revenues from regulated
activities.

Positive 2017 Performance: Redexis has reported a good operating
performance, with 3.2% EBITDA growth in 2017 compared with 2016.
Earnings growth has increased due to the increase in the number
of distribution connection points (+5.3% compared with last year)
as a result of above-sector average organic growth in natural gas
and the acquisition of the LPG points from Repsol and Cepsa in
2015-2016, and operational efficiencies. EBITDA margin reduced to
71% from 74% in 2016 affected by the integration of the LPG
regulated business with lower margins than natural gas.

Gas Tariff Deficit on Track: The outstanding tariff deficit in
the sector was around EUR1.1 billion at end-2016. For 2017 (based
on 14th settlement) the deficit was of EUR12 million. We expect
the gas system in Spain to stabilise and to begin generating
annual surpluses from 2018 (scenario without including payments
to Castor). With the estimated growth of gas demand, the
accumulated tariff deficit should be absorbed by 2023-2024, which
is before the 15 years stipulated by the law. Redexis
successfully sold EUR42 million of the gas tariff deficit on its
balance sheet in December 2017.

DERIVATION SUMMARY
Redexis has a solid business profile, largely comparable with
Madrilena Red de Gas S.A. (MRG; BBB/Stable), but is
differentiated by its business and geographical diversification
into regional transmission grids and regions in Spain and its
business model. RG is focused on growth, largely into non-
gasified or low-gas penetration municipalities, while the slower-
growing MRG is more efficiency-oriented in its Madrid region.
This implies somewhat higher business risk for Redexis due to
larger investment.

The company is worse placed than Italian distribution operators
Italgas (BBB+/Stable) due to some better features of the Italian
regulation (fully independent regulator, longer track record) and
Italgas's much larger size, which leaves more room for
efficiencies.

Redexis' 2017 FFO adjusted net leverage was aligned with that of
MRG and Italgas at around 6.5x. However, we expect Redexis'
management to increase leverage from 2018 and set a more
aggressive mid- to long-term capital structure in line with a
7.5x FFO adjusted net leverage. The leverage factor would explain
the one-notch differential among Redexis and MRG. No Country
Ceiling, parent/subsidiary or operating environment constraints
affect the rating.

RATING SENSITIVITIES
Not applicable.


SANTANDER CONSUMER: Fitch Corrects April 6 Ratings Release
----------------------------------------------------------
Fitch Ratings released a commentary replacing the version
published on April 6, 2018, which incorrectly stated the rating
of Santander Consumer Spain Auto 2016-2's class E notes in the
Sensitivities section.

Fitch Ratings has upgraded eight tranches of the Santander
Consumer Spain Auto (SCSA) series and affirmed two tranches, as
follows:

SCSA 2014-1
Class A notes: upgraded to 'A+sf' from 'Asf'; Outlook Stable
Class B notes: upgraded to 'A-sf' from 'BBBsf'; Outlook Positive
Class C notes: upgraded to 'BBBsf' from 'BB+sf'; Outlook Positive
Class D notes: upgraded to 'BBB-sf' from 'BBsf'; Outlook Positive
Class E notes: affirmed at 'CCsf'; Recovery Estimate Increased to
65% from 50%

SCSA 2016-2
Class A notes: upgraded to 'AA+sf' from 'AAsf'; Outlook Stable
Class B notes: upgraded to 'AA-sf' from 'A+sf'; Outlook Stable
Class C notes: upgraded to 'BBB+sf' from 'BBBsf'; Outlook Stable
Class D notes: upgraded to 'BBB-sf' from 'BB+sf'; Outlook Stable
Class E notes: affirmed at 'BB-sf'; Outlook Stable

The transactions are securitisations of four-year revolving pools
of auto loans originated by Santander Consumer, E.F.C., S.A. The
upgrades reflect Fitch's upgrade of Spain in early 2018. The
upgrades of the 2014-1 transaction also reflect Fitch's lower
stressed loss assumptions. The Positive Outlooks on the class B,
C and D notes in SCSA 2014-1 are driven by Fitch's expectation
that lower rating stresses may be appropriate once the revolving
period ends in December 2018.

KEY RATING DRIVERS

Sovereign Upgrade
The upgrade of Spain's Long-Term Issuer Default Rating to 'A-
'/Stable from 'BBB+'/Positive in January 2018 means that 'AAAsf'
ratings are again achievable for Spanish structured finance
transactions. Fitch applies its 'AAAsf' default multiples and
recovery haircuts at the rating level of the sovereign cap, as
per its Structured Finance and Covered Bonds Country Risk Rating
Criteria. Following the upgrade of the Spanish sovereign, rating
stresses previously applied at 'AA+sf' are now applied at
'AAAsf', resulting in lower stresses at each rating level.

Stable Asset Performance
The 30+ delinquency rates stood at 1.6% and 1.3% for SCSA 2014-1
and 2016-2, respectively, at the transactions' latest payment
dates. The slightly higher delinquency rate for SCSA 2014-1
reflects the higher seasoning. Cumulative defaults stand at 0.4%
and 0.04% for SCSA 2014-1 and 2016-2, respectively. The low level
of defaults in SCSA 2016-2 so far is in line with our
expectations given the 12-month default definition.

Aligned Base Case Assumptions
Fitch has reduced its base case default and increased its base
case recovery assumptions for SCSA 2014-1, aligning them with our
assumptions for the 2016-2 transaction. The base case losses
assumed in the initial analysis for SCSA 2016-2 were lower than
those assumed for the 2014-1 transaction, reflecting the stronger
performance of more recent vintages. The alignment of the base
cases across the two transactions reflects the fact that both are
securitisations of auto loans with the same originator and
underwriting standards. It also reflects the strong asset
performance of the 2014-1 transaction since closing.

Reduced Default Multiple for SCSA 2014-1
Fitch has also lowered its default multiple for SCSA 2014-1 to
5.75x from 6.0x. This reflects the forthcoming end to the four-
year revolving period in December 2018. The residual risk
stemming from potential deteriorations in underwriting standards
or macroeconomic conditions are lower now than they were closing.
This is because the remaining length of the revolving period is
shorter. Fitch has maintained its 6.0x default multiple for SCSA
2016-2.

Counterparty Caps
Both transactions are subject to rating caps due to direct
counterparty exposure. Santander Consumer Finance S.A. (A-
/Stable/F2) serves as the account bank for both deals. For SCSA
2014-1, the transaction documents stipulate that the account bank
becomes an ineligible institution if it is downgraded below
'BBB+' or 'F2'. These triggers are set at 'A-' or 'F1' for the
2016-2 transaction. The maximum achievable ratings are therefore
'A+sf' and 'AA+sf' for SCSA 2014-1 and 2016-2 respectively.

RATING SENSITIVITIES

SCSA 2014-1
Class A, B, C and D note sensitivities to default and recovery
rates:
Current ratings: 'A+sf'/'A-sf'/'BBBsf'/'BBB-sf'
Increase default rate base case by 10%:
'A+sf'/'BBB+sf'/'BBBsf'/'BB+sf'
Increase default rate base case by 25%: 'Asf'/'BBBsf'/'BBB-
sf'/'BBsf'
Reduce recovery rate base case by 25%:
'A+sf'/'BBB+sf'/'BBBsf'/'BB+sf'

SCSA 2016-2
Class A, B, C, D and E note sensitivities to default and recovery
rates:
Current ratings: 'AA+sf'/'AA-sf'/'BBB+sf'/'BBB-sf'/'BB-sf'
Increase default rate base case by 10%:
'AAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'BB-sf'
Increase default rate base case by 25%: 'AA-
sf'/'Asf'/'BBBsf'/'BBsf'/'B+sf'
Reduce recovery rate base case by 25%:
'AAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'B+sf'


TDA CAM 8: Fitch Raises Rating on Class C Debt to 'CCCsf'
---------------------------------------------------------
Fitch Ratings has upgraded 15 and affirmed eight tranches of
eight TDA CAM RMBS transactions. All ratings have been removed
from Rating Watch Evolving (RWE).

These transactions are Spanish prime RMBS comprising residential
mortgages originated and serviced by Banco CAM (now Banco de
Sabadell).

KEY RATING DRIVERS
Sovereign Upgrade
The upgrade follows an upgrade on Spain's Long-Term Issuer
Default Rating to 'A-'/Stable from 'BBB+'/Positive on 19 January
2018. This has allowed the maximum achievable rating of Spanish
structured finance transactions to be 'AAAsf' for the first time
since 2012, maintaining a six-notch differential with the
sovereign rating. As a result the most senior tranches of TDA CAM
2-4 have been upgraded to 'AAAsf' from 'AA+sf' or 'AAsf'.

Payment Interruption Risk Caps Rating
Fitch views TDA CAM 6-9 as being exposed to payment interruption
risk in the event of servicer disruption as liquidity
arrangements (ie. cash reserve funds) are insufficient to fully
cover stressed senior fees, net swap payments and stressed note
interests during the period needed to implement alternative
arrangements. As a result, the maximum achievable rating of these
transactions is 'A+sf' unless payment interruption risk is
sufficiently mitigated. This constitutes a variation from Fitch's
Structured Finance and Covered Bonds Counterparty Rating
Criteria.

Adequate Credit Enhancement
Today's rating actions reflect that Fitch views current and
projected credit enhancement (CE) ratios as sufficient to
withstand the credit and cash flow stresses commensurate with the
ratings. The CE of the most senior notes stand between 13.6% and
36.2% as of the latest reporting period. All the transactions
have built up CE over the past years and are expected to continue
this trend because of the sequential amortisation of the notes.

Stable Asset Performance
All the transactions have shown sound asset performance over the
past months with three-month plus arrears (excluding defaults) at
below 1% of the current pool balance as of the last reporting
period. Fitch expects performance to remain stable given the
significant seasoning of the portfolios and the macroeconomic
outlook in Spain.

Excessive Counterparty Exposure
The class B note rating of TDA CAM 2-4 is capped at the SPV
account bank' rating (Societe Generale, S.A.; A/Stable/F1), as
the only source of structural CE for these classes is the reserve
funds, which are kept at the bank account.

Geographic Concentration Risk
The securitised portfolios are exposed to substantial
geographical concentration in the Valencia and Murcia regions,
which account for more than 55% of the collateral balances in all
cases. As per its criteria, Fitch has applied a higher set of
rating multiples to the base foreclosure frequency assumption to
the portion of the portfolios that exceed two and a half times
the population within these regions.

VARIATION FROM CRITERIA
Rating Cap Due to Payment Interruption Risk
According to Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria, the maximum achievable rating for
transactions exposed to payment interruption risk is five notches
above the rating of the collection account bank, so long as the
bank is a regulated institution in a developed market. Even
though the collection account bank (Banco Sabadell) in TDA CAM 6-
9 transactions is not rated by Fitch, the maximum achievable
rating for these transactions of 'A+sf' is based on the
established retail franchise of Banco Sabadell, its public credit
ratings from recognised international rating agencies, and the
robust banking sector supervision in Spain.

Compressed Default Timing Assumptions
According to Fitch's European RMBS Rating Criteria, the middle-
loaded and back-loaded vectors of defaults run up to 156 and 180
months from the cut-off date respectively; given the reduced time
to maturity of TDA CAM 2-3 transactions, Fitch was not able to
accommodate the middle- and back-loaded default vectors as per
criteria within the cash flow analysis but a compressed default
vector compatible with the duration of the remaining assets of
these two transactions.

RATING SENSITIVITIES
The ratings of the class A notes of TDA CAM 2-4 are sensitive to
changes in Spain's highest achievable 'AAAsf' rating for
structured finance notes.

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could
have negative rating implications, especially for junior tranches
that are less protected by structural CE. Moreover, as the class
B notes' ratings of TDA CAM 2-4 are capped at the SPV bank
account provider's rating, a change to the account bank rating
could trigger a corresponding change to the class B notes'
ratings.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

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

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

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

The rating actions are as follows:

TDA CAM 2, FTA
Class A (ES0338449004) upgraded to 'AAAsf' from 'AA+sf'; removed
from RWE; Outlook Stable
Class B (ES0338449012) affirmed at 'Asf'; removed from RWE;
Outlook Stable

TDA CAM 3, FTA
Class A (ES0377990009) upgraded to 'AAAsf' from 'AA+sf'; removed
from RWE; Outlook Stable
Class B (ES0377990017) affirmed at 'Asf'; removed from RWE;
Outlook Stable

TDA CAM 4, FTA
Class A (ES0377991007) upgraded to 'AAAsf' from 'AAsf'; removed
from RWE; Outlook Stable
Class B (ES0377991015) upgraded to 'Asf' from 'BBBsf'; removed
from RWE; Outlook Stable

TDA CAM 5, FTA
Class A (ES0377992005) upgraded to 'AA+sf' from 'A-sf'; removed
from RWE; Outlook Stable
Class B (ES0377992013) upgraded to 'BBsf' from 'Bsf'; removed
from RWE; Outlook Stable

TDA CAM 6, FTA
Class A3 (ES0377993029) upgraded to 'A-sf' from 'BBsf'; removed
from RWE; Outlook Stable
Class B (ES0377993037) affirmed at 'CCCsf', Recovery Estimate
(RE) 70%; removed from RWE

TDA CAM 7, FTA
Class A2 (ES0377994019) upgraded to 'A+sf' from 'BBB-sf'; removed
from RWE; Outlook Stable
Class A3 (ES0377994027) upgraded to 'A+sf' from 'BBB-sf'; removed
from RWE; Outlook Stable
Class B (ES0377994035) affirmed at 'CCCsf', RE 90%, removed from
RWE

TDA CAM 8, FTA
Class A (ES0377966009) upgraded to 'A-sf' from 'BB-sf'; removed
from RWE; Outlook Stable
Class B (ES0377966017) upgraded to 'B-sf' from 'CCCsf'; removed
from RWE; Outlook Stable
Class C (ES0377966025) upgraded to 'CCCsf' from 'CCsf'; RE
revised to 70% from 0%; removed from RWE
Class D (ES0377966033) affirmed at 'CCsf', RE 0%, removed from
RWE

TDA CAM 9, FTA
Class A1 (ES0377955002) upgraded to 'BB+sf' from 'Bsf'; removed
from RWE; Outlook Stable
Class A2 (ES0377955010) upgraded to 'BB+sf' from 'Bsf'; removed
from RWE; Outlook Stable
Class A3 (ES0377955028) upgraded to 'BB+sf' from 'Bsf'; removed
from RWE; Outlook Stable
Class B (ES0377955036) affirmed at 'CCCsf', RE revised to 70%
from 60%; removed from RWE
Class C (ES0377955044) affirmed at 'CCsf'; RE 0%; removed from
RWE
Class D (ES0377955051) affirmed at 'CCsf'; RE 0%; removed from
RWE


* Moody's Hikes Ratings on 29 Tranches of 29 ABS-SME Deals
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 29 tranches
and placed on review for upgrade 33 tranches in 29 Spanish ABS-
SME deals.

A list of the Affected Ratings is available at
https://bit.ly/2KbiSbC

RATINGS RATIONALE

A list of the Affected Ratings is available at
https://bit.ly/2KbiSbC

Key Rationale for Action / review placement and Constraining
Factor(s)

Principal Methodologies

This rating action on various Spanish ABS-SME transactions
follows Moody's upgrade of the Government of Spain's ("Spain")
local-currency bond ceiling to Aa1 from Aa2 which in turn follows
the upgrade of the Government of Spain's issuer and bond ratings
to Baa1 with a stable outlook from Baa2.

Following the raising of the Spanish ceiling, Moody's has
upgraded 26 tranches to Aa1 from Aa2 as a direct reflection of
the new Spanish country ceiling. Furthermore, 33 tranches were
put on review for upgrade in order to consider both the impact
from the reduced country risk as well as the potential
deleveraging of such notes. Finally, there were 3 tranches
upgraded to Aa3 from A1 in line with the maximum rating
achievable for such tranches due to account bank risk.

For full details, please refer to the sovereign press release:
https://bit.ly/2vOvB10

Following the upgrade of Spain's sovereign rating, some Spanish
Banks' Long Term deposit bank ratings were also upgraded.
Full details of the banks' ratings upgrades can be found at
https://bit.ly/2qYGfMI

Counterparty exposure

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

Moody's considered how the liquidity available in the
transactions and other mitigants support continuity of notes
payments, in case of servicer default, using the CR Assessment as
a reference point for servicers.

Moody's also matches banks' exposure in structured finance
transactions to the CR Assessment for commingling risk, with a
recovery rate assumption of 45%.

Moody's also assessed the default probability of the account bank
providers by referencing the bank's deposit rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they
were to become unhedged following a swap counterparty default by
using CR Assessment as reference point for swap counterparties.

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

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

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


===========
T U R K E Y
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TURKIYE IHRACAT: Fitch Assigns 'B' Rating to GMTN Programme
-----------------------------------------------------------
Fitch Ratings has assigned Turkiye Ihracat Kredi Bankasi's (Turk
Eximbank, BB+/Stable) Global Medium Term Note (GMTN) programme a
senior unsecured short-term rating of 'B'. The programme's senior
unsecured long-term rating of 'BB+' is unaffected.

The rating action follows an update of the programme, which
includes an increase in its size to USD2.5 billion from USD1.5
billion.

The programme's ratings apply only to foreign-currency senior
unsecured issuance. There is no assurance that notes issued under
the programme will be assigned a rating or that the rating
assigned to a specific issue under the programme will have the
same rating as the programme.

KEY RATING DRIVERS

The programme's senior unsecured short-term rating is in line
with the bank's 'B' Short-Term Foreign-Currency Issuer Default
Rating (IDR), because senior notes issued under the programme
constitute direct, unsubordinated and unsecured obligations of
the bank and rank equally with all of its other unsecured and
unsubordinated obligations.

Turk Eximbank's IDRs are driven by Fitch's expectation of support
from the Turkish sovereign (BB+/Stable). Fitch believes that
there is a high probability that the Turkish state would provide
support to Turk Eximbank if needed, based on its 100% state
ownership, flagship policy role as the official export credit
agency and Treasury support of the bank's funding profile.

RATING SENSITIVITIES

The programme's senior unsecured short-term rating is sensitive
to changes in Turk Eximbank's Short-Term Foreign-Currency IDR,
which is in turn primarily sensitive to a change in Turkey's
sovereign ratings.

The rating action is as follows:

Senior unsecured short-term debt: assigned at 'B'

Turk Eximbank's other ratings are as follows:

Long-Term Foreign-Currency IDR: 'BB+'; Stable Outlook
Long-Term Local-Currency IDR: 'BBB-'; Stable Outlook
Short-Term Foreign-Currency IDR: 'B'
Short-Term Local-Currency IDR: 'F3'
Support Rating: '3'
Support Rating Floor: 'BB+'
National Long-Term Rating: 'AAA(tur)'; Stable Outlook
Senior unsecured long-term debt: 'BB+


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U K R A I N E
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METINVESNT BV: Fitch Rates USD945MM Senior Unsecured Notes 'B'
--------------------------------------------------------------
Fitch Ratings has assigned Metinvest B.V.'s (B/Positive) new
7.75% USD945 million senior unsecured notes due 2023 and 8.50%
USD648 million senior unsecured notes due 2026 final ratings of
'B'/'RR4'.

The assignment of final ratings follows the receipt of documents
conforming to information already received. The final rating is
in line with the expected rating assigned on 19 March 2018.

The proceeds from the new notes will be used (i) to repay around
USD1,070 million of outstanding notes due 2021, (ii) reduce the
notional amount outstanding under the pre-export finance (PXF)
facility to USD765 million, (iii) pay for transaction costs of
the refinancing and (iv) contribute USD90 million additional
liquidity for Metinvest's operational requirements.

Fitch believes that Metinvest's operational profile is consistent
with a 'BB' category rating. However the ratings are constrained
by the operating environment in Ukraine. For Fitch to consider an
upgrade over the next 18 months the group needs to maintain
comfortable liquidity and adopt supportive financial policies,
including on shareholder distributions and growth capital
expenditure that would allow for positive free cash flow (FCF)
generation on a sustained basis.

Metinvest B.V. is the parent of a Ukrainian vertically integrated
group of steel and mining companies (jointly referred to as
Metinvest).

KEY RATING DRIVERS

Refinancing Improves Liquidity and Maturities: The refinancing
has raised additional liquidity for operational purposes,
providing incremental funding alongside internal cash flow
generation, trade finance lines and factoring. Maturities have
been extended with the USD765 million PXF facility amortising
over four and a half years, USD117 million of bonds falling due
in 2021, USD945 million of bonds due in 2023 and USD648 million
of bonds due in 2026. The resulting liquidity headroom and
moderation of refinancing risks are the reason for the Positive
Outlook.

Metinvest has removed the inter-creditor agreement, amended and
extended the PXF facility as well as issued new bonds. All
coupons have been reset at market rates and are paid in cash. The
bonds are plain vanilla instruments without meaningful protection
for bondholders. The PXF facility continues to benefit from
financial and other covenants as well as security related to
assignment of off-take contracts and various bank accounts. As
long as the PXF facility remains outstanding bondholders benefit
from the tighter documentation put in place by the bank lenders.
However, it could be renegotiated or re-financed over the medium
term.

Foreign-Currency IDR Above Country Ceiling: Metinvest's Foreign-
Currency Long-Term IDR is one notch above Ukraine's Country
Ceiling of 'B-' due to the issuer's ability to service hard
currency external debt service from recurring hard currency cash
flow generation and available liquidity. Following the
refinancing Metinvest's hard-currency external debt service ratio
is above 1.5x at least until the end of 2020, which under Fitch's
criteria would allow an IDR up to two notches above the Country
Ceiling.

Working Capital Outflows Constrain Liquidity: In 2016 and 2017
Metinvest reported sizeable working capital outflows of USD0.6
billion-USD0.7 billion partially due to Metinvest acting as a
working capital provider for its joint venture the Zaporizhstal
Group, in which it holds 49.9%. Metinvest acts as an input
provider and trading agent for the Zaporizhstal Group, selling
steel input materials to the JV, buying back processed products
and reselling such inventories. The resale margin forms part of
Metinvest's consolidated EBITDA.

At end-2017, trade receivables exposure to Zaporizhstal (net of
trade payables) increased by USD0.4 billion. Management has
confirmed that this is a non-recurring event. We will reassess
the impact on the rating if the trade balances between Metinvest
and its JV remain significant, restricting Metinvest's FCF
generation.

Resilient Operations Despite Conflict: Metinvest has been able to
maintain market share and supply to domestic and foreign
customers despite the conflict in Eastern Ukraine. Also, despite
the seizure of assets located within the non-controlled areas and
representing 5% of the group's 2016 EBITDA, the detrimental
effects of the conflict have materially reduced since the Minsk
II protocol, particularly since March 2017. This has translated
into a gradual recovery of the Ukraine's economy, with 2018 and
2019 GDP growth now expected at 3% and 3.5%, respectively.
Foreign capital is flowing back into the country, as illustrated
by Metinvest's successful refinancing.

Better Prices Support Profitability: Increased steel and iron ore
prices contributed to Metinvest's improved EBITDA margin of 20%
in 2017 against 14% in 2016, translating into USD1.7 billion
Fitch-adjusted EBITDA vs. USD0.9 billion in 2016. Overall, Fitch
assesses Metinvest's steel and mining segments as being able to
generate an average 15% EBITDA margin over 2018-2020 and positive
FCF. This is estimated to lead to an increase in leverage to
around 2.8x gross funds from operations (FFO) adjusted leverage
in 2018-2020, against 1.7x in 2017. The forecast already factors
in a correction in raw materials prices anticipated by Fitch
following several quarters of recovery since 2H16 and extended
maturities following completion of the refinancing.

Hryvna Depreciation Benefits: Fitch believes that Metinvest's
financial profile should remain largely stable over 2018-2020,
benefiting from a recovery in steel market conditions since 2Q16,
and assuming no further operational disruptions. Forecast stable
earnings are in part due to the group's currency exposure
supporting profitability with a largely foreign currency-
denominated revenue base and a mostly local currency-denominated
cost structure.

Vertically Integrated Producer: Metinvest's ratings continue to
reflect the group's scale as one of the largest Commonwealth of
Independent States (CIS) producers of steel and iron ore, with
more than 276% self-sufficiency in iron ore and 30% in coking
coal (vs. 55% before the conflict). The ratings also factor in
Metinvest's close proximity to Black Sea and Azov Sea ports.
According to CRU, Metinvest's steel assets have a cash cost below
USD400/t and are positioned at the end of the first quartile of
the hot rolled coil (HRC) cost curve, while the group's mining
assets suffered from prolonged under-investment and are now
positioned in the fourth quartile of the global iron ore cost
curve.

Limited Impact from EU/US Tariffs: The EU anti-dumping tariffs on
imported HRC had a moderate negative impact on Metinvest's flat
steel sales to Europe from the Ilyich Steel plant. According to
Metinvest's estimates, annual EBITDA loss is in the low double-
digit millions. Management does not expect new US anti-dumping
measures to hurt profitability as Metinvest mostly exports pig
iron to this country (sales included around 100kt of flat and
long products to the US in 2017). However, any indirect
implications, such as potential new tariffs introduced by the EU
in response to the US measures, could significantly impact the
group's results.

DERIVATION SUMMARY

Metinvest has a weaker credit profile than the major CIS steel
peers, notably PJSC Novolipetsk Steel (BBB-/Stable), PAO
Severstal (BBB-/Stable) and OJSC Magnitogorsk Iron & Steel Works
(MMK, BBB-/Stable). While the group has a comparable 42% share of
high value-added products in sales to 47% for MMK, 44% for
Severstal and 40% for NLMK, its under-invested assets located in
Ukraine lead to higher cash costs for its steel products.
Furthermore, the conflict in Eastern Ukraine disrupted the supply
of coal to Metinvest's steel plants, significantly increasing the
company's coking coal procurement costs compared with its Russian
peers. The ratings also incorporate the refinancing risk and
liquidity constraints Metinvest has been facing since 2014 vs.
its CIS steel peers.

Metinvest's ratings also take into consideration higher-than-
average systemic risks associated with the business and
jurisdictional environment in Ukraine. No Country Ceiling or
parent/subsidiary aspects impact the current ratings.

KEY ASSUMPTIONS

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

- Fitch iron ore price deck: USD55/t in 2018 and 2019; and
   USD50/t onward

- USD/UAH 29 in 2018, 31 in 2019 and 30 thereafter

- 5% growth in steel production volumes in 2018, driven by an
   increase in semi-finished exports, flat steel volumes in 2019
   and 2% annual growth thereafter

- Decline in iron ore production in 2018, followed by 3%
   increase in 2019 and flat thereafter. We expect Metinvest to
   change its iron ore product mix to higher-margin pellets (30%
   volume increase expected in 2018) against iron ore concentrate

- Capex of around USD750 million in 2018, USD840 million in 2019
   and USD600 million onward

- More moderate working capital movements: working capital
   outflows to continue in 2018 and to amount to around USD250
   million before stabilising from 2019 and onward; the latter is
   reflective of Fitch's volume and price assumptions detailed
   above

- The shareholder loan to start paying interest and being
   amortised, subject to restrictions from the covenants. The
   shareholder loan will remain subordinated to the PXF facility
   and notes.

RATING SENSITIVITIES

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

-- Improved liquidity position with reduced reliance on trade
finance and factoring coupled with supportive financial policies,
including on shareholder distributions and growth aspirations

-- Better control over working capital flows and avoidance of
exposure concentrations to single parties, including related
parties

-- Capital expenditure sustainably above maintenance levels to
support long-term cash flow generation of the business

-- Hard-currency debt service ratio above 1.5x over the rating
horizon, as calculated in accordance with Fitch's methodology
"Rating Non-Financial Corporates Above the Country Ceiling"

-- Upgrade of Ukraine's Country Ceiling

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

-- Sizeable related party transactions putting pressure on
working capital and overall liquidity position

-- Development of the conflict in the eastern part of Ukraine
affecting the group's operations and profitability

-- FFO gross leverage sustained above 3.5x

-- Hard-currency debt service ratio below 1x over the rating
horizon

-- Downgrade of Ukraine's Country Ceiling

LIQUIDITY

Satisfactory Liquidity: Metinvest reported cash and cash
equivalents of USD259 million at end-2017, of which USD59 million
cash in transit was not available as of 31 December 2017 but
became available afterwards. Apart from the resulting USD200
million readily available cash, the group had availability of
around USD120 million under trade finance facilities and makes
regular use of factoring. Otherwise Metinvest funds its business
through internal cash flows. In the past Metinvest has had to cut
capital expenditure in some years to manage its liquidity
position. The outlook for the steel sector remains positive and
we expect operating cash flows to be strong over the medium term.

The refinancing raised an additional USD90 million of liquidity
for operational requirements (net amount after payment of all
fees and tender premiums to bondholders and PXF lenders, accrued
interest on discharged obligations as well as transaction costs).
The group is now fully funded until the end of 2020.


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U N I T E D   K I N G D O M
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ATOTECH UK: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit
rating to Atotech UK Topco Ltd., the parent company of Alpha 2
B.V. and holding company of the Germany-headquartered Atotech
group, a manufacturer of specialty chemicals and equipment for
high technology electroplating applications. The outlook is
stable.

S&P said, "At the same time, we affirmed our 'B' long-term issuer
credit rating on Alpha 2 and subsequently withdrew the rating.
The outlook was stable at the time of withdrawal.

"In addition, we lowered to 'B' from 'B+' our issue rating on the
group's $1.4 billion term loan B due 2024 and $250 million
revolving credit facility (RCF) due 2022. We revised down our
recovery rating on the term loan and the RCF to '3' from '2',
indicating that we now expect meaningful recovery prospects (50%-
70%; rounded estimate 50%) in the event of payment default.

"We affirmed our 'CCC+' issue rating on the $425 million senior
unsecured notes due 2025. The recovery rating remains at '6',
reflecting our expectations of negligible recovery (0%-10%;
rounded estimate: 0%).

"All the debt instruments were issued by Alpha 3 B.V. and Alpha
US Bidco, Inc., financing subsidiaries of Atotech UK Topco Ltd.

"The rating reflects our view that Atotech's financial risk
profile will remain highly leveraged over the next two years,
despite our base-case projection that the group's S&P Global
Ratings-adjusted debt to EBITDA will improve to 5.7x-5.9x in 2018
from 7.6x at Dec. 31, 2017 (6.2x excluding one-off inventory
step-up costs).

"Atotech's operating performance in 2017 is in line with our
expectations. On the back of strong market demand and cost
savings achieved from the extensive cost efficiency programs,
Atotech generated sales of $1.19 billion (+8.2% year on year) and
adjusted EBITDA of $329 million (+16%, excluding one-off
transaction and inventory step-up costs). Atotech benefits from
favorable growth trends in both of its segments, General Metal
Finishing (GMF), driven by growth in automotive production,
especially in China, and Electronics, fueled by solid demand for
the next generation high density interconnected (HDI) and print
circuit board (PCB) used for smart phones. We expect the positive
market trend to continue in 2018 and Atotech will progress
further on its cost-optimization programs, which will result in a
consistent strengthening of its EBITDA margin. In addition, we
expect Atotech to continue generating healthy free operating cash
flow (FOCF), supported by various measures targeting a more
efficient management of capital expenditures (capex) and working
capital.

This leads us to expect a moderate deleveraging over the next
years, with adjusted debt to EBIDTA of below 6x from 2018. This
leverage ratio indicates comfortable headroom under the current
rating on Atotech, given the 6.0x-7.0x range commensurate with
our 'B' rating.

"Nevertheless, our assessment of Atotech's financial risk profile
is constrained by its private equity ownership. At this stage, we
understand that there is no commitment from the private equity
sponsor to maintain leverage below 6x, which we consider
commensurate with a higher rating."

Atotech's business risk profile reflects its leading position in
the niche plating chemicals market, its strong customer
retention, underpinned by the strategy of offering integrated
solutions ranging from chemicals to equipment, robust research
and development (R&D), and solid technical capabilities. As a
result, Atotech enjoys a track record of relatively high and
stable profit margins.

Atotech holds a leading market position globally in electronics
plating, notably in PCB, with a 28% market share (closest
competitor Platform Specialty holds 21%), and No. 1 in GMF, with
a 19% market share (Platform Specialty, 19%). Atotech's
leadership is underpinned by its consistently high R&D
investments, which ensure that its customers receive the latest
technology and innovation. The group's track record of well-
established, long-term relationships with customers is supported
by the offering of customized production solution and equipment,
as well as R&D collaboration in Atotech's extensive network of
technology centers, which further strengthen customer loyalty and
create barriers to entry for competitors. Finally, we recognize
Atotech's earnings stability, as demonstrated during the 2008-
2009 financial crisis, during which Atotech maintained high
EBITDA margins of more than 20%.

S&P said, "However, our assessment of Atotech's business profile
is constrained by its relatively small size with revenues of
about $1.2 billion in 2017 and narrow product portfolio, with
more than 80% of sales generated from plating chemicals and
plating equipment generating most of the remaining sales. Atotech
has substantial exposure to cyclical end markets, notably
communication and automotive, and has limited revenue visibility
due to the lack of long-term contracts with customers, although
partly mitigated by the favorable growth trends in its key
markets and strong client relationships.

"The stable outlook reflects our view that Atotech will be able
to generate resilient and increasing EBITDA, which will lead to a
continuous deleveraging with adjusted debt to EBITDA improving to
below 6x in 2018, indicating comfortable headroom under the
current rating, given the 6x-7x range commensurate with the 'B'
rating. We also anticipate that Atotech will maintain an EBITDA-
interest-coverage ratio of more than 3x and generate substantial
positive FOCF, and that its liquidity and headroom under
financial covenants will remain adequate.

"We could raise the rating as a result of a continuous
strengthening in EBITDA, enabling a ratio of adjusted debt to
EBITDA comfortably below 6x on a sustainable basis. This could
happen, for example, if Atotech's market share expanded faster
than we anticipate or if reported margins improved to above 27%
on the back of cost efficiencies. An upgrade would also hinge on
a supportive financial policy, especially the private equity
sponsor's commitment to maintaining leverage at a level
commensurate with a higher rating.

"We could lower the rating if Atotech's reported EBITDA
deteriorated substantially without near-term recovery prospects,
for example owing to significantly weaker margins or end-market
demand, or an adverse foreign-exchange impact. Such a decline
would push Atotech's leverage to above 7x on a gross-adjusted
basis without near-term recovery prospects, even though we would
still expect the group to generate positive FOCF. We could also
lower the rating if Atotech experienced difficulties in
repatriation of cash from its Chinese subsidiaries, which, if
prolonged, could constrain liquidity. Rating pressure could also
emerge if the private equity sponsor applied a much more
aggressive financial policy, e.g., regarding shareholder
distribution."


BACARDI LTD: Moody's Assigns Ba1 Rating to Senior Unsecured Bonds
-----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Bacardi
Limited's ("Bacardi") planned senior unsecured bonds in multiple
maturity tranches. The proceeds will be used to finance the
company's acquisition of the approximately 70% stake that it does
not already own in Patron Spirits International AG, to redeem its
$250 million notes due 2019 and for general corporate purposes.
Other ratings of the company were unchanged. The rating outlook
is stable.

Ratings Assigned:

Bacardi Limited:

Proposed senior unsecured bonds at Ba1 (LGD4).

The outlook is stable.

RATINGS RATIONALE

Bacardi's Ba1 ratings reflect the company's high post acquisition
leverage and slow path to deleveraging. They also reflect the
company's smaller size when compared with certain beverage and
consumer products competitors, some concentration on slow growing
categories, and exposure to the premium and super premium spirits
segment which could come under pressure in a severe economic
downturn. At the same time, Bacardi's ratings reflect its solid
position in the spirits industry, with a number of leading
premium and super premium brands, stable cash flows, and strong
profitability. Moody's expects improving profitability despite
emerging market volatility and volume challenges for some
products. This will stem from favorable pricing and mix, cost
reduction initiatives and the success of certain premium brands.

Debt to EBITDA will be about 5.4x at closing (including Moody's
adjustments), up from 2.4x at December 30, 2017. Moody's expects
that deleveraging will be slow compared with the company's
previous acquisitions and compared to acquisitions by other
beverage companies, athough management is committing to reduce
net leverage (by its definition) to at least 3x in the long-term.
Moody's expects that debt to EBITDA (including Moody's
adjustments) will remain above 4 times for more than two years
after closing. Bacardi is not contributing equity or cutting its
dividend. In Moody's view, the willingness to incur historically
high leverage without reducing returns to shareholders represents
a more aggressive financial policy than Bacardi has demonstrated
in the past. Moody's acknowledges that the acquisition will
improve Bacardi's product diversity and increase its presence in
the premium end of the business, which generally results in
higher profit margins. The tequila category is growing faster
than a number of Bacardi's existing categories. However the
transaction also increases Bacardi's concentration on the US
market to over 50%. The United States is the most profitable
alcoholic beverage market globally, but this concentration could
present challenges in a domestic downturn. In Moody's view,
integration risk will be limited given the longstanding business
relationship. Bacardi first acquired a 30% minority stake in
Patr¢n in 2008.

The stable outlook reflects Moody's expectation that Bacardi's
leverage will remain high over the next two years. It also
reflects the expectation that the integration will go smoothly
and that Bacardi will continue to generate stable cash flows
which it will use to repay debt.

The rating could be downgraded if Bacardi's operating results
deteriorate, liquidity weakens or the company fails to reduce
leverage to below 5 times within two years of closing. Further
large debt financed acquisitions could also lead to a downgrade.

The rating could be upgraded following successful integration of
Patron if Bacardi demonstrates good operating momentum,
consistent profit growth, and maintains strong liquidity. Bacardi
would also need to sustain debt to EBITDA leverage below 4 times
before Moody's would consider an upgrade.

The principal methodology used in these ratings was Global
Alcoholic Beverage Industry published in March 2017.

Family owned Bacardi Limited, headquartered in Bermuda, is the
largest privately held spirits company in the world. Annual sales
are approximately $3.5 billion and will be approximately $4.1
billion proforma for the Patron acquisition.

Founded in 1989, privately held Patron Spirits is the world's
leading producer and marketer of super-premium plus tequilas and
one of the Top 100 global premium spirit brands by volume.


CARLUCCIO'S: Top Executive Steps Down Amid Restructuring Rumors
----------------------------------------------=----------------
Alys Key at City A.M. reports that Peter Casey, chief operation
officer of Carluccio's, has left the company as speculation grows
that it could be the latest restaurant to restructure.

In a statement sent to City A.M., Carluccio's said that Chris
Poole, currently central operations director, would take on the
role in the medium term.

His departure comes as Carluccio's is in the midst of discussions
with advisers at KPMG over possible restructuring options, City
A.M. notes.

Industry sources have told City A.M. that it is believed
Carluccio's could be the next restaurant business to close stores
as part of the casual dining crunch.  KPMG also handled the
company voluntary arrangement (CVA) of Byron Hamburger, City A.M
states.

But Carluccio's has played down rumours that restructuring is on
the cards, according to City A.M.


FOUR SEASONS: Hit by Steep Winter Rise in Elderly Deaths
--------------------------------------------------------
Gill Plimmer at The Financial Times reports that heavily indebted
care home operator Four Seasons Health Care has been hit by a
steep rise in elderly deaths over the winter as it attempts to
stabilize the business ahead of a crucial restructuring.

The company, which has 14,000 residents in 330 homes, said
occupancy levels had fallen more than 2% between the end of
December and the end of March after "a very high level of winter
deaths" in line with a nationwide increase, partly caused by an
outbreak of flu, the FT relates.

Overall occupancy remained stable in 2017 compared with the
previous year as the company sold or closed 32 care homes, losing
2,700 beds, and generating GBP35.8 million, the FT discloses.

Britain's second-largest care home chain is fighting for survival
after finishing 2017 with just GBP26 million of cash and net debt
that rose GBP7 million to GBP539 million in the year to
December 31, leaving it unable to make interest payments, the FT
relays.

The chain remains in the formal control of Terra Firma Capital
Partners, run by the veteran investor Guy Hands, after it was
bought in an GBP825 million debt-fuelled deal in 2012, the FT
notes.

But H/2 Capital Partners, the Connecticut-based hedge fund that
owns most of its debt, in effect took control in December, when
it agreed to defer a GBP26 million interest payment within hours
of it being due, the FT states.  Four Seasons is dependent on a
further GBP70 million of emergency funding agreed in March by H/2
Capital to keep it operating, according to the FT.

H/2, the FT says, is understood to be willing to take on Four
Seasons, which it believes could be turned into a profitable
business if it did not have the pressure of having to pay debt
interest.

A deadline for agreement between the parties has been extended
six times and is now set for July 31, the FT states.

According to the FT, Robbie Barr, chairman of Four Seasons, said
the "group continues to work towards facilitating an orderly
transition and seeking agreement on implementation terms for a
restructuring on behalf of creditors".


JOHNSTON PRESS: Chief Executive Steps Down Amid Debt Crisis
-----------------------------------------------------------
Christopher Williams at The Telegraph reports that Ashley
Highfield, the chief executive of Johnston Press, has jumped ship
as it sails towards the debt iceberg that threatens to sink the
publisher of the i newspaper and more than 200 local titles.

Mr. Highfield said he wanted to pursue a portfolio of non-
executive roles and will step down at the Johnston Press
shareholder meeting next month, The Telegraph relates.

According to The Telegraph, the 52-year-old also cited family
reasons at the end of a turbulent year in which he has faced a
pay rebellion and an attempted coup by major shareholders.

Mr. Highfield's resignation prompted a 16% spike in Johnston
Press shares, albeit from a very low base, The Telegraph
discloses.

His sudden exit comes only three days after Johnston Press
awarded a him GBP250,000 cash bonus for last year, The Telegraph
notes.

                          *     *     *

Johnston Press -- http://www.johnstonpress.co.uk/-- is one of
the largest local and regional multimedia organisations in the
UK.  The company provides news and information services to local
and regional communities through its extensive portfolio of
hundreds of publications and websites.  Its titles span Scotland,
the North East, West Yorkshire, the North West & Isle of Man,
South Yorkshire, the South, Midlands and Northern Ireland --
delivering extensive coverage of local news, events and
information.


LEBARA: Fails to Meet Deadline to File Audited Annual Results
-------------------------------------------------------------
Robert Smith at The Financial Times reports that Lebara announced
on April 30 that it will not meet a deadline to file audited
annual results, putting the telecoms company at risk of
defaulting on its bonds and adding to its recent string of
financial reporting issues.

The terms of Lebara's EUR350 million bond dictate that it has to
file audited annual accounts 120 days after the end of its
financial year, which takes it through to the end of April, the
FT notes.  According to the FT, Lebara's Dutch holding company
Vieo announced on April 30 that it would not meet this deadline,
however, and would instead publish accounts "in the coming
weeks".

Lebara's EUR350 million bond is trading at about 59 cents on the
euro, according to Tradeweb, near to its lowest point since it
was issued in September to fund the company's takeover by a
little-known Swiss family office called Palmarium, the FT states.

The mobile operator now has 20 business days in which to publish
the financial statements or it will incur a technical default on
the bonds, the FT discloses.  This is the second time Lebara has
triggered such a grace period this year, having failed to file
unaudited financial statements for the overall group in February,
instead only posting results for one subsidiary and not including
results from several other lossmaking divisions, the FT relays.

The telecoms company also said on April 30 that it would convene
a meeting of its bondholders to come to an agreement on redeeming
the debt early, because "the unrest caused by biased media
reports fuelled by hedge funds shorting the bond does not allow
for a productive success-oriented environment", the FT
relates.

According to the FT, its announcement said that KPMG was carrying
out the audit of Vieo and the Lebara Group, while BDO were
"providing account support".

Lebara also announced it was appointing Olivier Sage as its new
chief financial officer, who joins from the Moby Group, a Dubai-
headquartered media company that operates television and radio
channels in Afghanistan, where he was chief financial and
operating officer, the FT discloses.  Its previous CFO Leon
Kruimer left the company just before it presented its fourth-
quarter results in February, the FT recounts.

Headquartered in the UK, Lebara is a telecommunications company
providing services in many countries around the world, using the
mobile virtual network operator business model.


PERFORM GROUP: S&P Affirms CCC+ ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings said that it affirmed its 'CCC+' long-term
issuer credit rating on multimedia sports content provider
Perform Group Ltd. The outlook is stable.

S&P said, "At the same time, we affirmed our 'CCC+' issue rating
on the group's proposed EUR215 million senior secured notes,
including the proposed EUR40 million bond tap. The recovery
rating is unchanged at '4' indicating our expectation of average
recovery (30%-50%; rounded estimate 40%) in the event of payment
default.

"We also affirmed our 'B' issue rating on the group's EUR50
million super senior revolving credit facility (RCF). The
recovery rating is unchanged at '1' indicating our expectation of
very high recovery (90%-100%; rounded estimate 95%) in the event
of a payment default.

"The rating reflects our view that Perform's consolidated credit
metrics will remain highly leveraged with negative EBITDA and
free cash flow in the next 12 months, driven by the group's
continued investment in and buildout associated with its over-
the-top (OTT) video on demand service (DAZN). We anticipate that
ongoing investment in DAZN will continue to affect the
consolidated financial results of Perform, leading to negative
EBITDA and free cash flows in the next two years, although DAZN
is not part of the restricted group that guarantees the proposed
EUR215 million notes. The restricted group includes Perform and
its restricted subsidiaries for the purposes of the proposed
financing and comprises the group's core historically profitable
operations such as its Perform Content, Perform Media, and
Perform Sports Cloud operating divisions. The unrestricted group
includes Perform Investment Ltd. and its subsidiaries, which
contains the OTT DAZN operations.

"We base our analysis and assessment approach for deriving our
issuer credit rating on the consolidated financials of Perform
Group. We refer to this approach by signifying "consolidated"
when we refer to "Perform" or the "Perform group" in this report.
Where information is otherwise presented for the benefit of
readers, for example particularly on the restricted group, we
indicate as such."

In FY2017, Perform increased its revenues to EUR439 million from
EUR287 million in FY2016, an increase of approximately 53%. On a
restricted group basis, revenues grew to EUR377 million in FY2017
up from EUR289 million in FY2016, an increase of approximately
30%. The consolidated FY2016 revenues are less than the
restricted group due to intercompany eliminations, and also
noting the DAZN business was established in 2016.

S&P anticipates that the restricted group will expand in FY2018,
with forecast revenue growth of 5%-10%, year-on-year from EUR377
million in 2017. The Perform Content division continues to
comprise the material part of the restricted group, contributing
around 74% of revenues in FY2017. Perform Content consists of
media partnerships and broadcast sales, including also B2B
products sold to betting markets and as media content. Examples
include a rights partnership with the Women's Tennis Association
(WTA), to commercialize the global media rights for WTA and the
provision of live video and sports data to betting and bookmaker
operators.

Historically the content business, part of the restricted group,
would renew the majority of its customer contracts relating to
its betting market clients on a three-year cycle leading to a
"contract renewal cliff." S&P said, "We note that recent contract
renewal completions in FY2017 have resulted in two-to-five-year
contracts at renewal rates above 95%. This is particularly
positive given the underlying consolidation in the U.K. betting
market. The group has also increased the number of content
licenses available and we note that approximately 55% of content
revenues are contracted until 2021. We view the development
toward greater contract renewal diversity and contracted
subscription style components favorably."

The content business has achieved organic growth through i)
additional licenses contracted; ii) price inflation; and iii)
package mix, including upselling content packages. Perform also
has strategic partnerships with the International Basketball
Federation (FIBA), the WTA, and the National Basketball
Association (NBA). The partnerships have in aggregate required
working capital outflows from Perform. However, they are expected
to contribute to content business growth moving forward.
Perform's media business, part of the restricted group, makes up
around 17% of restricted group revenues in FY2017. The group has
experienced softer performance in this division in FY2017, with
performance hampered by the U.S. e-player business and a
difficult competitive environment, and ultimately shut down the
U.S. e-player operation in first quarter 2017. S&P anticipates
that FY2018 will provide upside to this operation given it is a
football World Cup year.

In August 2016, Perform Group launched its OTT start-up business,
part of the unrestricted group, launching the website
www.dazn.com in Japan, Germany, Austria, and Switzerland, and
having since launched in Canada. On this website, users can watch
sports championships live and on-demand, using any device
(computers, laptops, tablets, or smartphones). Currently, DAZN
has rights to show games from the National Football League, NBA,
Premier League, La Liga, and League 1 championships. The group
has committed to significantly expanding its rights portfolio
over the next 10 years. Perform is receiving funding support on a
rolling basis, currently in the form of shareholder loan
contributions into the unrestricted group to help fund the
expansion.

S&P said, "Our understanding is that trading in launched markets
is in line with management expectations. DAZN's largest rights
are the Japanese J League and the group has partnered with a
mobile operator to drive further subscriber growth. In Germany,
Austria, and Switzerland the group is developing a subscriber
base through core European football and U.S. sports content,
combined with one-off events. Canada has also launched the
service, and we expect DAZN to both increase its existing rights
portfolio and expand into new markets in the forecast period.

"Our assessment of Perform is based on consolidated performance,
however with consolidated group free operating cash flow (FOCF)
and EBITDA forecast as negative for FY2018 and FY2019, we
additionally provide credit metrics for our base-case forecasts
on the restricted group. We forecast S&P Global Ratings-adjusted
debt to EBITDA of 5.3x-5.8x in FY2018 for the restricted group.
We forecast EBITDA-to-interest coverage ratio of about 2.0x in
FY2018 for the restricted group."

In its base case for the consolidated Perform group, S&P assumes:

-- Growth in the U.K. economy of 1.3% in 2018 and 1.5% in 2019.
    Growth in the eurozone of 2.3% in 2018 and 1.9% in 2019.

-- S&P believes that revenue growth performance in the
    consolidated group will be largely uncorrelated with economic
    growth due the group's specific expansion strategy of
    continued rights acquisition, potential additional region
    expansion, and plan to create a leadership position in
    digital sports streaming.

-- Continued strong revenue growth in 2018 and 2019, based on
    continued organic revenue growth in content from new
    licenses; bundling and price growth; revenues from WTA and
    FIBA contracts; continued organic and cross-sell
    opportunities in media and Perform sports cloud; and a ramp-
    up in user subscriptions in DAZN.

-- Continued investment in the DAZN business will affect both
    consolidated EBITDA and cash flow generation. S&P forecasts
    adjusted negative EBITDA of EUR475 million-EUR525 million and
    FOCF greater than -EUR700 million in 2018 and 2019, on a
    group consolidated basis.

In its base case for the restricted group, S&P assumes:

-- Revenue growth of between 5%-10% in FY2018 and 20%-25% in
    FY2019.

-- Adjusted EBITDA margins of around 11% in FY2018 and 16% in
    FY2019.

-- Restructuring and exceptional costs of EUR2 million-EUR4
    million and capitalized product development costs of EUR10
    million-EUR11 million in FY2018 and FY2019.

-- Adjusted EBITDA of EUR30 million-EUR35 million in FY2018 and
    EUR42 million-EUR47 million in FY2019.

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

-- Adjusted debt to EBITDA of 5.3x-5.8x in FY2018.
-- EBITDA interest coverage of around 2.0x in FY2018.

S&P said, "The stable outlook signifies that we do not expect any
liquidity issues for Perform over the next 12 months, despite our
view that the group's capital structure is unsustainable in the
long term. We also expect the group's primary shareholder, Access
Industries, to support continued growth in the DAZN business via
further capital contributions.

"In our view, Perform is dependent upon favorable business,
financial, and economic conditions to meet its long-term
financial commitments. We expect that continued investment in
DAZN, including significant content rights expenses in addition
to the low level of earnings compared with working capital
outflows concerning funding of sport rights purchases will weigh
on consolidated cash flows of the group.

"We could lower the ratings if we view Perform's consolidated
liquidity position weakening, including because of a lack of
continued funding support from Access or meaningful cash leakage
from the group via dividends or repayment of existing shareholder
loans. In addition, we could lower the ratings if we saw evidence
of the restricted group providing financial support to its start-
up OTT business or based on our assessment of increasing risks of
default under financial covenants.

"We consider an upgrade unlikely at present, as we incorporate
continued investment by Perform into its DAZN unrestricted group,
resulting in negative EBITDA and free operating cash flow in our
forecast. Given the highly leveraged capital structure, an
upgrade would hinge on earnings and credit metrics improving
sustainably."



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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