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

                           E U R O P E

           Wednesday, May 9, 2018, Vol. 19, No. 091


                            Headlines


C Z E C H   R E P U B L I C

ENERGO-PRO: Fitch Assigns 'BB' Rating to EUR250M Sr. Unsec. Notes


F R A N C E

AREVA: S&P Raises Long-term Issuer Credit Rating to 'B'


G E O R G I A

GEORGIA: S&P Affirms 'BB-/B' Sovereign Credit Ratings


I R E L A N D

ADAGIO III CLO: Moody's Affirms Class E Notes Rating at Ba2
ARMADA EURO CLO II: Moody's Rates EUR12MM Class F Notes 'B2'
AURIUM CLO IV: Moody's Rates EUR11.8MM Class F Notes 'B2'
CARLYLE EURO 2018-1: Moody's Rates EUR12.75MM Class E Notes 'B1'
SAGRES STC NO.1: S&P Withdraws B-(sf) Class D Notes Rating


K A Z A K H S T A N

BANK OF ASTANA: S&P Lowers Issuer Credit Ratings to 'D/D'


L A T V I A

RIETUMU BANKA: External Auditors Express Going Concern Doubt


L U X E M B O U R G

MATTERHORN TELECOM: Moody's Affirms B2 CFR, Outlook Stable


M O N A C O

DYNAGAS LNG: Moody's Revises Outlook to Neg. & Affirms B3 CFR


M O N T E N E G R O

CENTRAL EUROPEAN: Appeal in Montenegro Dispute Dismissed


N E T H E R L A N D S

SUNSHINE MID: S&P Assigns B+ Issuer Credit Rating, Outlook Stable


P O L A N D

COGNOR SA: Moody's Raises CFR to Caa1 & Alters Outlook to Pos.


S E R B I A

SREM SID: Agropapuk, Industrija Mesa Sign Acquisition Deal


S P A I N

CIRSA GAMING: S&P Places 'BB-' ICR on CreditWatch Negative
MADRID RMBS II: S&P Affirms 'CCC+ (sf)' Rating on Class D Notes


S W E D E N

TRANSCOM TOPCO: S&P Assigns 'B' Long-Term Issuer Credit Rating


T U R K E Y

TURKIYE IS BANKASI: S&P Cuts LT Issuer Credit Rating to BB-


U N I T E D   K I N G D O M

BIFAB: Remaining Shop Floor Workers Get Redundancy Notices
CARILLION PLC: Relationship Between Gov't, Suppliers Needs Review
CD&R FIREFLY: S&P Assigns B Issuer Credit Rating, Outlook Neg.
CD&R FIREFLY: Moody's Assigns B2 CFR, Rates Senior Facilities B1


U Z B E K I S T A N

KAPITALBANK: S&P Affirms 'CCC+/C' ICRs, Outlook Positive
UZBEKINVEST: Moody's Downgrades IFSR to B1, Outlook Stable


                            *********



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C Z E C H   R E P U B L I C
===========================


ENERGO-PRO: Fitch Assigns 'BB' Rating to EUR250M Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned ENERGO-PRO a.s.'s (EPas) EUR250
million 4.5% notes due in 2024 a final senior unsecured 'BB'
rating, in line with its Long-Term Issuer Default Rating (IDR) of
'BB', which has a Stable Outlook.

The notes are issued by EPas and constitute its direct,
unconditional, unsubordinated and unsecured obligations, and rank
equally among themselves and with all other unsecured and
unsubordinated obligations. The notes are 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.

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: After repayment of the operating
companies' debt from the Eurobond proceeds, EPas will complete
the transition to a centralised group funding model. The company
will also extend debt maturities, which improves near-term
liquidity, but adds to refinancing needs later on. In addition,
RH Turkey has become an additional guarantor for the new notes
and for the ones (EUR370 million) issued in December 2017.

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. Fitch slightly increased the 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 December 7, 2019, 4x
after December 7, 2019 and on/or before December 7, 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 forecast 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
ratings. However, if the guarantee does not disappear within
months, the negative guideline on leverage will be breached. This
may lead to 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-
/Positive) and Turkey (BB+/Stable), with a total installed
capacity of 854MW (87% of which 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's 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 2013-2016 average 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 those 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 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 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, Fitch assesses 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 the 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 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 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 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 will refinance the operating
companies' debt with the Eurobond proceeds, which will extend
debt maturities and improve near-term liquidity. Fitch expects
EPas to remain FCF positive in 2019-2021.


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


AREVA: S&P Raises Long-term Issuer Credit Rating to 'B'
-------------------------------------------------------
S&P Global Ratings said that it had raised its long-term issuer
credit rating on France-based nuclear services group AREVA to 'B'
from 'B-'.

S&P said, "We removed the rating from CreditWatch with negative
implications, where we initially placed it on July 31, 2017, and
kept it on Sept. 26, 2017. We withdrew the rating on AREVA at
AREVA's request."

The upgrade is mainly driven by the recent comprehensive
agreement signed by Finnish electric utility Teollisuuden Voima
Oyj (TVO) and the Olkiluoto 3 (OL3) supplier consortium (AREVA
and Siemens AG), which follows a long arbitration process. S&P
said, "In our view, the terms for AREVA are better than we
initially anticipated and the related uncertainty about the
settlement amounts has materially reduced. The agreement ensures
that AREVA has enough resources, both technical and financial, to
complete the project. We therefore think AREVA has the ability to
cover its cash flows and financial requirements in 2018-2019,
unless an unexpected, material adverse operational development
occurs, which is not our base case. We also note that the terms
of the agreement incentivize AREVA to complete the OL3 project by
the end of 2019."

S&P said, "We also note that, in line with our base-case
assumptions, AREVA has fully repaid its debt, after it repaid a
EUR1.2 billion (most of it related to a revolving credit
facility) in January with the proceeds from the sale to EDF of
Framatome (formerly AREVA NP).

"Our assessment of AREVA's stand-alone credit quality has
nevertheless only improved to 'ccc+', given the company's limited
buffer to meet unexpected adverse operational developments
related to the OL3 project or to potential payments on the
performance guarantees it had provided previously." The company
doesn't have any major activities apart from finalizing the OL3
project and its stake in Orano (AREVA's nuclear fuel business,
formerly New Co) can't be sold immediately to provide additional
liquidity.

"The French government owns 100% of AREVA. Following the capital
increase in July 2017 approved by the European Commission, we
understand that the European Union forbade any further capital
increase or direct state financing until 2029, barring specific
events, such as a nuclear catastrophe. In our view, this
restricts the state's capacity to directly intervene in a timely
manner in case of financial distress.

"We continue to view the likelihood of AREVA receiving
extraordinary government support as moderately high, based on
AREVA's ongoing important role for and strong link with the
French government.

"We note that Orano received a EUR2.5 billion capital increase
from the French state on July 27, 2017. As a result, AREVA no
longer owns the majority of Orano's shares. Moreover, Orano and
AREVA now have separate, independent management teams, as well as
distinct strategies and financial policies. As such, we consider
Orano to be a noncontrolling equity investment of AREVA, rather
than a subsidiary, and therefore we don't expect developments at
AREVA to affect Orano's credit quality."


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


GEORGIA: S&P Affirms 'BB-/B' Sovereign Credit Ratings
-----------------------------------------------------
On May 4, 2018, S&P Global Ratings affirmed its 'BB-/B' long- and
short-term foreign and local currency sovereign credit ratings on
the Government of Georgia. The outlook is stable.

OUTLOOK

S&P said, "The stable outlook reflects our expectation that net
general government debt will stabilize at around 40% of GDP over
the coming 12 months, and that Georgia's large current account
deficits will be financed overwhelmingly via foreign direct
investment rather than debt.

"We could raise the ratings if we observed a faster-than-
anticipated shift in the structure of the Georgian economy toward
higher-value-added sectors, accompanied by an increase in per
capita income levels. We could also consider an upgrade if we saw
significant improvements in the effectiveness of monetary policy.
The latter could result if dollarization of the financial sector
were to decline further from current levels.

"We could lower the ratings if Georgia's external performance
deteriorated over the next 12 months. We could also lower the
ratings if fiscal performance weakened materially."

RATIONALE

The ratings on Georgia remain supported by the country's
relatively strong institutional arrangements in a regional
comparison, and S&P's forecast that net general government debt
will remain contained, at close to 40% of GDP until end-2021. The
ratings are primarily constrained by GDP per capita--which, at
$4,300 remains low in a global comparison--as well as by balance
of payments vulnerabilities, including Georgia's import
dependence, high current account deficit, and sizable external
debt.

Institutional and Economic Profile: Growth underpinned by
favorable foreign trade conditions

-- S&P expects Georgia's growth will average 4% per year over
    2018- 2021, supported by accommodating foreign trade
    conditions.

-- S&P also anticipates that the government will maintain focus
    on structural reform and comply with the conditions of the
    International Monetary Fund (IMF) program already in place.

-- Although shortcomings remain, Georgia's institutional
    framework is among the strongest in the region.

S&P said, "Georgia's 2017 economic performance has exceeded our
expectations. Preliminary official estimates indicate that output
grew by 5% in real terms. We believe that the higher outcome was
primarily driven by cyclical factors and follows two years of
weaker economic performance. We estimate that net exports were
the principal force behind last year's expansion." Georgia
benefitted from a stronger growth performance across a number of
key trading partners, including EU members and Russia. The
tourism sector fared particularly well, with arrivals growing and
U.S. dollar-expressed services receipts up by over 20% in year-
on-year terms.

The economy of Georgia is small and open, and consequently its
dynamics remain closely correlated with those of its trading
partners. S&P said, "As such, we believe that the volatility of
the Turkish lira and Russian ruble in recent weeks presents some
downside risks. Both countries remain important trade partners
amounting to a combined 25% of exports. Still, we expect that a
strong outlook for the EU should at least partly cushion the
aforementioned potential negative impact. As a result, our growth
forecasts remain unchanged and we anticipate economic expansion
to average 4% annually in 2018-2021."

S&P anticipates that, over the medium term, net exports will
remain an important factor supporting economic dynamics. However,
S&P also believes that the authorities' reform focus should yield
additional growth benefits, particularly in the long run. Current
initiatives include:

-- Development of the country's infrastructure and prioritizing
    of capital spending rather than current budget expenditures;

-- Improvements in business environment including through
    introducing a new private-public partnership framework,
    deposit insurance, land reform, and pension reform;

-- Tax reforms aimed at easing compliance and addressing the
    issue of VAT refunds; and

-- Education reform.

S&P said, "In line with the past track record, we believe the
authorities will maintain a broad focus on the initiatives
mentioned above. We also expect continued adherence to the IMF's
Extended Fund Facility (EFF) program, which Georgia signed in
April 2017. Under the program, the country has access of up to
US$285 million (around 2% of 2018 GDP), subject to semiannual
reviews. Georgia has already successfully completed the first
review in December 2017 and reached staff-level agreement on
completing the second review in April 2018. We expect continued
compliance in the future.

"Despite the favorable foreign trade conditions and reform focus,
we still expect per capita income in Georgia to remain modest
through 2021 (averaging US$4,600). This largely reflects the
country's narrow economic base and the prevalence of exports of
low-value-added goods--structural factors that typically change
only gradually. For example, in the agricultural sector, which
employs a substantial part of Georgia's population (close to 40%
of employment is related to agriculture as estimated by the IMF),
productivity remains comparatively low, dragging on Georgia's
average per capita GDP. This, in turn, continues to constrain the
sovereign ratings. Although we see some upside in the short term,
we maintain our view that most benefits from the current reform
push will materialize in the long run and beyond our four-year
forecast horizon.

"In our view, Georgia's institutional settings remain favorable
in the context of the region, with several established precedents
of power transfer and the existence of a degree of checks and
balances between various government bodies. We also note the
broad operational independence of the National Bank of Georgia.
We don't expect significant changes to these institutional
arrangements over our four-year forecast period.

"Georgia is set to hold presidential elections later in 2018. We
do not anticipate any major priority shifts to result,
principally because the President post in Georgia is largely
ceremonial. At the same time, we continue to see some downside
risks from the ruling Georgian Dream party's constitutional
majority in Parliament. Specifically, there could be attempts to
centralize power, making Georgian Dream's incumbent position more
secure.

"We also continue to see risks from regional geopolitical
developments. The status of South Ossetia and Abkhazia will
likely remain a source of continued disputes between Georgia and
Russia. Russia has continued to build stronger ties with the two
territories, as highlighted by the recent partial integration of
the South Ossetian military in the Russian army, the
establishment of a customs post in Abkhazia, as well as regular
visits to the territories by senior Russian government officials.
However, we don't expect a material escalation and we anticipate
the conflict will largely remain frozen over the medium term.
Positively, bilateral relations between the two countries in
other areas have been improving in recent years.

Flexibility and Performance Profile: A funded IMF program should
mitigate balance-of-payments risks and anchor fiscal policy

-- Balance-of-payments risks remain elevated and constrain the
    sovereign ratings.

-- An EFF arrangement in place with the IMF should partly
    mitigate these risks and help keep public finances in order.

-- Floating exchange rate and the overall operational
    independence of the National Bank of Georgia underpin a
    degree of monetary flexibility, but high level of
    dollarization remains a constraint.

Georgia's weak external position remains one of the primary
constraints on the ratings. S&P notes that owing to stronger
exports and remittances performance, the country's external
current account deficit narrowed notably last year. Still, at
close to 9% of GDP, the deficit remained substantial.

S&P said, "Positively, we believe external risks are partly
mitigated by a substantial portion of accumulated foreign debt
pertaining to the public sector and benefiting from favorable
terms and long repayment periods. They are also mitigated by the
funding structure of the country's external gap in recent years.
Although current account deficits will remain substantial over
2018-2021, they primarily reflect sizable net foreign direct
investment (FDI) inflows in the energy, logistics, and tourism
sectors. In fact, we expect that over 2018-2021, net FDI will
finance about 90% of the cumulative current account deficit.
Consequently, we believe large headline current account deficits
somewhat overestimate Georgia's external risks, which would have
been more pronounced if the deficits were financed by debt
instead."

That said, there are still significant vulnerabilities.
Specifically, while a hypothetical sizable reduction in FDI
inflows may not necessarily lead to a disorderly adjustment
involving an abrupt depreciation of the Georgian lari (due to a
simultaneous corresponding contraction in FDI-related imports),
it will likely have implications for Georgia's growth and
employment. The accumulated stock of inward FDI also remains
substantial at about 160% of the country's generated current
account receipts, exposing the sovereign to risks should foreign
investors decide to leave, for example, due to changes in the
business environment or a deterioration in Georgia's economic
outlook.

S&P said, "We expect Georgia's fiscal performance to remain
similar to recent historical trends. After a temporary widening
last year, we anticipate headline deficits will fall back,
averaging 2.5% of GDP until end-2021. Under the existing reform
plan, the authorities aim to increase revenue intake and reduce
current spending to create more space for public-financed capital
expenditure. This is also the focus of the EFF arrangement with
the IMF, which we believe should more broadly act as an anchor
keeping public finances in order. We anticipate that the
authorities will direct any extra revenues above those budgeted
primarily to accelerate implementation of capital projects.

"In our view, the principal fiscal risk stems from nominal growth
turning out weaker than projected. The public balance sheet also
remains exposed to foreign exchange risk, given that around 80%
of government debt is in foreign currency. Consequently, several
factors largely outside of the government's control could raise
leverage in the event of the lari exchange rate weakening.
These include weaker-than-projected growth of a trading partner
or an increase in regional geopolitical tensions, for example,
due to a deterioration of relations between Georgia and Russia or
a worsening domestic political environment in Turkey.

"Given our base-case expectation of a relatively modest
depreciation of the lari over 2019-2020, we believe the annual
rise in net general government debt will slightly exceed the
headline annual deficit. Overall, gross leverage will remain
broadly stable with net general government debt at about 42% of
GDP over the next three years. We currently consider that the
contingent fiscal liabilities stemming from public enterprises
and the domestic banking system are limited."

In S&P's view, the effectiveness of Georgia's monetary policy
compares favorably in a regional context. Specifically:

-- Historically, inflation has remained consistently low,
    averaging under 4% over 2010-2017. S&P anticipates the
    central bank will broadly meet its inflation target of 3%
    over the next four years;

-- Given the floating exchange rate regime, Georgia has promptly
    adjusted to changing external conditions, at the same time
    avoiding abrupt and damaging swings in the real effective
    exchange rate in either direction; and

-- The banking system remains on a relatively strong footing.
    S&P notes that nonperforming loans (based on National Bank of
    Georgia methodology) have remained at about 7%-8% even though
    the lari notably weakened in 2015-2016 while economic growth
    decelerated. According to the IMF methodology, nonperforming
    loans reduced further to 2.4% at the end of the first quarter
    of 2018.

S&P said, "High levels of dollarization continue to constrain the
effectiveness of monetary policy, in our view. For instance,
despite a recent decline from almost 70% at end-2016,
dollarization of resident deposits remains substantial
at about 63%. We note positively the authorities' efforts to
reduce dollarization of the economy, including through
differentiating liquidity requirements for domestic and foreign
currency liabilities, implementing a pension reform, developing
the domestic debt capital market, and introducing deposit
insurance, alongside other measures.

"We anticipate that over the next four years the stock of
domestic credit will expand by 15% a year on average (including
foreign exchange effects), which is broadly similar to the trend
in recent years. Although pockets of vulnerabilities remain--
particularly in the retail lending segment--we view positively
the regulator's attempts to diffuse risks. The introduced
measures include loan-to-value and payment-to-income limits,
additional capital requirements for systemic banks, and bolstered
supervision of the nonbank sector."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  RATINGS LIST

                                            Rating
                                       To            From
  Georgia (Government of)
   Sovereign Credit Rating
  Foreign and Local Currency      BB-/Stable/B    BB-/Stable/B
  Transfer & Convertibility Assessment BB+            BB+
   Senior Unsecured
   Foreign Currency                    BB-            BB-


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I R E L A N D
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ADAGIO III CLO: Moody's Affirms Class E Notes Rating at Ba2
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by ADAGIO III CLO P.L.C.:

EUR31.5M Class C Senior Subordinated Deferrable Floating Rate
Notes due 2022, Upgraded to Aaa (sf); previously on Nov 30, 2017
Upgraded to Aa1 (sf)

EUR28.5M Class D Senior Subordinated Deferrable Floating Rate
Notes due 2022, Upgraded to A2 (sf); previously on Nov 30, 2017
Upgraded to Baa2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR38.3M (Current Outstanding Balance EUR 24.71M) Class A1B
Senior Floating Rate Notes due 2022, Affirmed Aaa (sf);
previously on Nov 30, 2017 Affirmed Aaa (sf)

EUR150M (Current Outstanding Balance EUR 19.38M) Class A3 Senior
Floating Rate Notes due 2022, Affirmed Aaa (sf); previously on
Nov 30, 2017 Affirmed Aaa (sf)

EUR25.8M Class B Senior Floating Rate Notes due 2022, Affirmed
Aaa (sf); previously on Nov 30, 2017 Upgraded to Aaa (sf)

EUR17.5M (Current Outstanding Balance EUR 15.84M) Class E Senior
Subordinated Deferrable Floating Rate Notes due 2022, Affirmed
Ba2 (sf); previously on Nov 30, 2017 Upgraded to Ba2 (sf)

EUR5M Class U Combination Notes due 2022, Affirmed Aa2 (sf);
previously on Nov 30, 2017 Affirmed Aa2 (sf)

ADAGIO III CLO P.L.C., issued in August 2006, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European and US loans. The portfolio is managed by
AXA Investment Managers Paris. The transaction's reinvestment
period ended in September 2013.

RATINGS RATIONALE

The rating actions on the notes are primarily a result of the
deleveraging of the senior notes following amortisation of the
underlying portfolio since the last rating action in November
2017.

The Class A1A notes have been redeemed in full and the Classes
A1B, A2 and A3 have paid down by approximately EUR 51.95 million
(25% of the closing balance) since the last rating action in
November 2017. As a result of the deleveraging, over-
collateralisation (OC) has increased across the capital
structure. According to the trustee report dated 29 March 2018
the Class A/B, Class C, Class D and Class E OC ratios are
reported at 226.52%, 157.89%, 123.92% and 110.69% compared to 31
October 2017 levels of 160.17%, 132.97%, 115.26% and 107.32%,
respectively.

The rating on the combination notes addresses the repayment of
the rated balance on or before the legal final maturity. For the
Class U combination note, the 'rated balance' at any time is
equal to the principal amount of the combination note on the
issue date minus the sum of all payments made from the issue date
to such date, of either interest or principal. The rated balance
will not necessarily correspond to the outstanding notional
amount reported by the trustee. The Class U note is backed by
Obligation Assimilable du TrÇsor securities issued by the French
treasury which have been stripped ("OAT Strips") and the rating
of the Class U note is a look-through to the rating of the
Government of France. Stripping consists of separating a bond's
interest and principal payments.

The key model inputs Moody's uses 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. In its base
case, Moody's analysed the underlying collateral pool as having a
performing par of EUR 137.65 million and principal proceeds
balance of EUR 26.5 million, no defaulted assets, a weighted
average default probability of 19.85% (consistent with a WARF of
3051 over a weighted average life of 3.70), a weighted average
recovery rate upon default of 47.98% for a Aaa liability target
rating, a diversity score of 17 and a weighted average spread of
3.41%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analysing.

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:

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower weighted average recovery rate for the
portfolio. Moody's ran a model in which it reduced the weighted
average recovery rate by 5%; the model generated outputs that
were unchanged for Classes A1B, A3, B, C and E and within two
notches of the base-case results for Classes D.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behaviour and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager
or be delayed by an increase in loan amend-and-extend
restructurings. Fast amortisation would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralisation levels. Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's
analysed defaulted recoveries assuming the lower of the market
price or the recovery rate to account for potential volatility in
market prices. Recoveries higher than Moody's expectations would
have a positive impact on the notes' ratings.

Long-dated assets: The presence of assets that mature beyond the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets. Moody's assumes that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of
the asset as well as the extent to which the asset's maturity
lags that of the liabilities. Liquidation values higher than
Moody's expectations would have a positive impact on the notes'
ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


ARMADA EURO CLO II: Moody's Rates EUR12MM Class F Notes 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to ten
classes of debts issued by Armada Euro CLO II Designated Activity
Company:

EUR193,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR25,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class A-3 Senior Secured Fixed Rate Notes due 2031,
Definitive Rating Assigned Aaa (sf)

EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR8,500,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR22,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa2 (sf)

EUR23,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2031. The definitive 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, Brigade Capital
Europe Management LLP ("Brigade Europe") has sufficient
experience and operational capacity and is capable of managing
this CLO.

Armada Euro CLO is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, mezzanine obligations and high
yield bonds. The portfolio is expected to be at least 70% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

Brigade Europe will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the ten classes of notes rated by Moody's, the
Issuer issued EUR38,550,000 of subordinated notes which will not
be rated.

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

Methodology Underlying the Rating Action:

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

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Brigade Europe's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

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

Moody's used the following base-case modelling assumptions:

Par Amount: EUR400,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2775

Weighted Average Spread (WAS): 3.25%

Weighted Average Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modelling assumptions, Moody's conducted
additional sensitivity analysis, which was an important component
in determining the definitive 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 3191 from 2775)

Ratings Impact in Rating Notches:

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

Class A-2 Senior Secured Floating Rate Notes: -1

Class A-3 Senior Secured Fixed Rate Notes: -1

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

Class B-2 Senior Secured Floating Rate Notes: -2

Class C-1 Senior Secured Deferrable Floating Rate Notes: -2

Class C-2 Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -0

Percentage Change in WARF: WARF +30% (to 3608 from 2775)

Ratings Impact in Rating Notches:

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

Class A-2 Senior Secured Floating Rate Notes: -1

Class A-3 Senior Secured Fixed Rate Notes: -1

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

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

Class C-1 Senior Secured Deferrable Floating Rate Notes: -4

Class C-2 Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -3

Class E Senior Secured Deferrable Floating Rate Notes: -2

Class F Senior Secured Deferrable Floating Rate Notes: -2


AURIUM CLO IV: Moody's Rates EUR11.8MM Class F Notes 'B2'
---------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
seven classes of notes issued by Aurium CLO IV Designated
Activity Company:

EUR199,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2031,
Definitive Rating Assigned Aaa (sf)

EUR54,000,000 Class B Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR32,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR24,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa2 (sf)

EUR20,300,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Ba2 (sf)

EUR11,800,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in January 2031. The definitive ratings reflect the
risks due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets. Furthermore, Moody's is of the opinion that
the Collateral Manager, Spire Management Limited, has sufficient
experience and operational capacity and is capable of managing
this CLO.

Aurium IV is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior obligations and up to
10% of the portfolio may consist of unsecured senior loans,
unsecured senior bonds, second lien loans, mezzanine obligations,
high yield bonds and/or first lien last out loans. At closing,
the portfolio is expected to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the six month
ramp-up period in compliance with the portfolio guidelines.

Spire Management 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 reinvestment
period. Thereafter, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit improved and credit risk obligations, and are
subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR36,300,000 of subordinated notes. Moody's will
not assign a rating to this class of notes.

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, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

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:

Target Par Amount: EUR400,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.55%

Weighted Average Recovery Rate (WARR): 42.50%

Weighted Average Life (WAL): 8.50 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond ratings of A1 or below. According to the
portfolio constraints, the total exposure to countries with a
local currency country risk bond ceiling ("LCC") below Aa3 shall
not exceed 10%, the total exposure to countries with an LCC below
A3 shall not exceed 5% and the total exposure to countries with
an LCC below Baa3 shall not exceed 0%. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a
function of the exposure size to countries with LCC of A1 or
below and the target ratings of the rated notes, and amount to
0.75% for the Class A-1 and A-2 Notes, 0.50% for the Class B
Notes, 0.375% for the Class C notes and 0% for Class D, E and F
Notes.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the definitive ratings 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 2750 to 3163)

Rating Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed Rate Notes: 0

Class B Senior Secured Floating 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: 0

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF -- increase of 30% (from 2750 to 3575)

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

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

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -3

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0


CARLYLE EURO 2018-1: Moody's Rates EUR12.75MM Class E Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Carlyle Euro CLO
2018-1 DAC:

EUR240,950,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR36,750,000 Class A-2-A Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR30,000,000 Class A-2-B Senior Secured Fixed Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR28,500,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR22,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa2 (sf)

EUR22,100,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Ba2 (sf)

EUR12,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned B1 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in 2031. The definitive 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, CELF Advisors LLP
("CELF Advisors"), has sufficient experience and operational
capacity and is capable of managing this CLO.

Carlyle Euro CLO 2018-1 DAC is a managed cash flow CLO. At least
96.0% of the portfolio must consist of senior secured loans and
senior secured bonds and up to 4.0% of the portfolio may consist
of unsecured obligations, second-lien loans, mezzanine loans and
high yield bonds. The portfolio is expected to be approximately
90% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

CELF Advisors 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 4.5-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 issued EUR45.8M of subordinated notes, which are not
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. CELF Advisors' 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, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

Moody's used the following base-case modeling assumptions:

Par amount: EUR425,000,000

Diversity Score: 43

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.60%

Weighted Average Recovery Rate (WARR): 44.0%

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 currency country risk
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 definitive ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal.

Change in WARF: WARF + 15% (to 3335 from 2900)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2-A Senior Secured Floating Rate Notes: -1

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

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: 0

Class E Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3770 from 2900)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2-A Senior Secured Floating Rate Notes: -3

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

Class B Senior Secured Deferrable Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0


SAGRES STC NO.1: S&P Withdraws B-(sf) Class D Notes Rating
----------------------------------------------------------
S&P Global Ratings raised its credit rating on SAGRES STC -
Chaves SME CLO No.1's (Chaves SME 1) class D notes. S&P said, "At
the same time, we have affirmed our rating on the class E notes.
We have also withdrawn our ratings on these classes of notes at
the issuer's request."

S&P said, "The rating actions follow our analysis of the
transaction's recent performance and the application of our
relevant criteria.

"The available credit enhancement for the class D notes has
increased since our previous review. At the same time, the class
E notes continue to remain undercollateralized. Over the same
period, concentration risk has increased and reached the highest
level observed since closing, due to the transaction's
deleveraging.

"We have performed a credit and cash flow analysis on the
portfolio by applying our European small and midsize enterprise
(SME) collateralized loan obligation (CLO) criteria and our
criteria for assigning 'CCC' category ratings. Considering the
increase in the available credit enhancement for the class D
notes, we have raised to 'B- (sf)' from 'CC (sf)' our ratings on
the class D notes.

"At the same time, we have affirmed our 'CC (sf)' rating on the
class E notes in line with our criteria for assigning 'CCC'
category ratings as this class of notes continues to remain
undercollateralized.

"We have withdrawn our ratings on the class D and E notes at the
issuer's request."

Chaves SME 1 is a single-jurisdiction cash CLO transaction backed
by loans to SMEs. It closed in December 2006 and is currently
amortizing.

  RATINGS LIST

  SAGRES STC - Chaves SME CLO No.1
  EUR616.57 mil asset-backed floating-rate securitisation notes
  (Chaves SME CLO No. 1)
                                           Rating
  Class        Identifier               To         From
  D            XS0276893020             B- (sf)    CC (sf)
  E            XS0276893459             CC (sf)    CC (sf)

  Ratings Subsequently Withdrawn

  SAGRES STC - Chaves SME CLO No.1
  EUR616.57 mil asset-backed floating-rate securitisation notes
  (Chaves SME CLO No. 1)
                                           Rating
  Class        Identifier               To          From
  D            XS0276893020             NR          B- (sf)
  E            XS0276893459             NR          CC (sf)
  NR--Not rated


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


BANK OF ASTANA: S&P Lowers Issuer Credit Ratings to 'D/D'
---------------------------------------------------------
S&P Global Ratings lowered its long- and short-term issuer credit
ratings on Kazakhstan-based Bank of Astana to 'D/D' from 'CCC/C'.
S&P also lowered its Kazakh national scale rating on the bank to
'D' from 'kzCCC+'. S&P removed the ratings from CreditWatch,
where it placed them on April 24, 2018.

S&P said, "The downgrade follows the official announcements by
the Bank of Astana, made on May 2 and April 28, 2018, which in
our understanding impose extensive temporary restrictions on cash
operations and debit operations on due dates, for both corporate
and retail clients. We understand that, because of a low
liquidity cushion, the bank is unable to process most of its
payments in full and on time, or to pay back the majority of
corporate clients who have requested payment."

Since April 18, 2018, the bank has faced substantial liquidity
pressures, driven by a severe loss of confidence among the bank's
clients. This loss of confidence may have been triggered by the
President of Kazakhstan's public expression of concerns with
regard to three small Kazakh banks, including Bank of Astana,
during a meeting with National Bank of Kazakhstan (NBK).
Bank of Astana had around Kazakh tenge (KZT) 60 billion ($181
million) in cash and equivalents as of April 1, 2018. S&P
understands that the bank has been able to satisfy about KZT30
billion of client outflows, or around 10% of all customer
deposits, over the past two weeks. The bank has also managed to
reduce its loan book by facilitating repayment of KZT17 billion
of loans. However, it has now imposed withdrawal restrictions
because liquid assets are not sufficient to service all its
obligations in full and on time.

S&P said, "In the absence of liquidity support from NBK or from
other parties, we believe that the obligor will fail to pay all
or substantially all of its obligations as they come due.

"We will raise the ratings on Bank of Astana from 'D' once the
bank is in a position to timely and fully service its financial
obligations. Further rating actions may follow once the bank has
restored its liquidity position and once we have information on
potential government or shareholder support."


===========
L A T V I A
===========


RIETUMU BANKA: External Auditors Express Going Concern Doubt
------------------------------------------------------------
Joe Brennan at The Irish Times reports that external auditors of
the Dermot Desmond-backed Rietumu Banka in Latvia have
highlighted that "material uncertainty" following a regulatory
clampdown on the country's financial sector, prompting the bank
to rework its strategy, "may cast significant doubt" about its
ability to remain a going concern.

While Latvia's biggest private bank filed its annual report early
last month, its auditors at KPMG had delayed the filing of their
opinion and report until this week as they assessed the impact of
a series of negative developments in the Latvian banking sector
this year, The Irish Times relates.

According to The Irish Times, Rietumu, in which Mr. Desmond owns
a 33% stake, said in the annual report that it has decided to
terminate its relationship with 4,000 "high risk" customers --
representing two-thirds of its foreign corporate customers.

It follows from Latvia's Finance Sector Development Council
agreeing to ban co-operation between banks and shell companies
that have no economic activities, and the country's financial
regulator pressing Rietumu to prepare a new strategy and long-
term business plan that slashes its exposure to non-resident
customers, The Irish Times notes.

Authorities in Latvia have been seeking to tighten supervision of
the sector after the Baltic state's third-largest lender, ABLV
Bank, was put into liquidation in February as the US accused it
of using "institutionalised money laundering as a pillar of the
bank's business", The Irish Times relays.

Also that month, the country's central bank governor, Ilmars
Rimsevics, was detained for 48 hours by anti-corruption
authorities over bribery allegations that he denies, The Irish
Times recounts.

Rietumu, as cited by The Irish Times, said that it expects to
complete preparation of its new strategy by June.

"Given that details of the building blocks of the new strategy
are not available as at the date of these financial statements,
due to the fact that the details of the changes in Latvian
legislation are not yet published and adopted into law, there is
a material uncertainty . . . that may cast significant doubt on
the bank's and the group's ability to continue as a going
concern," according to the annual report.  This point has been
highlighted in the subsequent auditors' report.


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


MATTERHORN TELECOM: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has changed the outlook on Matterhorn
Telecom Holding SA's ("MTH") and Matterhorn Telecom SA's ("MT")
ratings to stable from negative. MTH and MT are the ultimate
holding company and intermediate holding company of Salt Mobile
SA ("Salt").

Concurrently, Moody's has affirmed MTH's B2 Corporate Family
Rating (CFR), B2-PD Probability of Default Rating (PDR), the Caa1
rating on its EUR117 million 4.875% senior unsecured notes due
2023 and EUR250 million 4.875% senior unsecured notes due 2023.
Moody's has also affirmed the B2 rating on MT's CHF450 million
3.625% senior secured notes due 2022, EUR1,000 million 3.875%
senior secured notes due 2022 and EUR525 million floating rate
senior secured notes due 2023.

"The change in outlook to stable from negative reflects the
expected improvement in Salt's operating performance, with
stabilizing revenues and continued growth in EBITDA. These trends
will support Salt's de-leveraging profile to reach leverage
levels, as measured by Moody's adjusted debt to EBITDA,
consistently below 5x over the next two years," says Laura Perez,
Vice President-Senior Credit Officer and lead analyst for Salt.

RATINGS RATIONALE

Moody's expects Salt's operating performance to improve with
continued growth in EBITDA and gradually stabilizing operating
revenues in the next 18 months driven by the almost complete
migration to lower-ARPU "Plus Offers" together with the
contribution from its recently launched fixed offerings. These
trends, in combination with the company's strong cash flow
generation, will improve Salt's adjusted debt to EBITDA (as per
Moody's definition) to levels consistently below 5x over the next
two years.

The rating action also reflects Salt's public commitment to de-
lever with a target net leverage of 3.5x-4x, down from 4.2x at
FYE 2017. The company's net leverage target is equivalent to a
Moody's adjusted debt/EBITDA range of 4.5x-5x, including fibre
and mobile backhaul Indefeasible Right of Use (IRUs) commitments.
Nevertheless, shareholder remuneration or M&A opportunities at
NJJ Capital (NJJ), Salt's 100% shareholder, could lead to
temporary increases above Salt's target leverage, as evidenced by
the dividend re-capitalisation in March 2017 that led to a 0.8x
increase in adjusted debt/EBITDA to 5.1x.

Moody's expects Salt's cash flow generation to remain strong with
free cash flow to debt above 5%, despite relatively higher levels
of capital spending mainly driven by its fibre commitments.

Moody's expects Salt's recent fixed services offering to improve
its business diversification and revenue dynamics by enhancing
its product offering in a gradually convergent market. However,
Moody's believes that there are execution risks to monetise its
fixed proposition given the disruptive nature of the offering,
which includes broadband speeds of up to 10 Gbits at a price
which is, on average, half of that offered by peers.

Moody's believes NJJ has made significant progress in
transforming Salt and has addressed the challenges faced at the
time of the acquisition in 2015, including billing problems and a
surge in bad debts. As a result, Salt's churn levels have
steadily improved from the all-time highs of 30% in the first
quarter of 2015 to 20% in FYE 2017, although it remains higher
than peers.

MTH's B2 CFR rating continues to reflect (1) its position as the
third largest mobile player in Switzerland; (2) its mobile
centric business profile, notwithstanding Moody's expectation of
improving diversification following the recent fixed launch; (3)
increased competitive pressures in Switzerland; and (4) its
strong liquidity profile, supported by its strong cash flow
generation and its long-dated debt maturity profile.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on Salt's ratings reflects the expected
gradual stabilisation of operating revenues and improving churn
trends, with sustained growth in EBITDA and cash flow generation.
The stable outlook also reflects Moody's expectation that Salt's
adjusted debt to EBITDA will improve to levels below 5x over the
next 12 to 24 months, down from 5.3x at FYE 2017.

WHAT COULD CHANGE THE RATING UP/ DOWN

Upward pressure on the B2 rating could develop if the company's
operating performance significantly improves, including sustained
revenue growth and improving KPI trends (ARPU, churn), such that
its (1) adjusted debt/EBITDA ratio decreases to below 4.0x on a
sustained basis; and (2) retained cash flow (RCF)/adjusted debt
ratio increases well above 15%. Upward pressure on the rating
would require a track record of deleveraging, with indications of
a more conservative financial strategy to be implemented by the
shareholders.

Downward pressure could be exerted on the rating if the company's
operating performance deteriorates, with sustained declines in
revenues and increasing churn rates, leading to pressure on
margins, such that its adjusted debt/EBITDA rises above 5.0x and
its RCF/adjusted debt falls below 10% on a sustained basis. In
addition, downward pressure could be exerted on the rating if
Moody's becomes concerned about the group's liquidity --
including, but not limited to, a reduction in covenant headroom.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

MTH and MT are the ultimate holding company and intermediate
holding company of Salt Mobile SA, respectively. Salt is the
number three mobile network operator in Switzerland, with a
subscriber market share of around 17% in post-paid mobile
subscribers at December 2017. The company has approximately 1.9
million mobile customers. For the year ended December 2017, the
company reported revenues of CHF1 billion and adjusted EBITDA of
CHF477 million.

Affirmations:

Issuer: Matterhorn Telecom Holding SA

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Backed Senior Unsecured Regular Bond/Debentures, Affirmed Caa1

Issuer: Matterhorn Telecom SA

Backed Senior Secured Regular Bond/Debentures, Affirmed B2

Outlook Actions:

Issuer: Matterhorn Telecom Holding SA

Outlook, Changed To Stable From Negative

Issuer: Matterhorn Telecom SA

Outlook, Changed To Stable From Negative


===========
M O N A C O
===========


DYNAGAS LNG: Moody's Revises Outlook to Neg. & Affirms B3 CFR
-------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating of
Dynagas LNG Partners LP ("Dynagas") at B3, a probability of
default rating of B3-PD, and a senior secured bank credit
facility rating of Arctic LNG Carriers Ltd, a wholly owned
subsidiary, at B1. Moody's revised the rating outlook to negative
from stable. This rating action reflects Moody's expectation that
Dynagas' leverage will deteriorate in 2018 and 2019 before
stabilizing in 2020 while the company will need to refinance its
$250 million senior unsecured bond due 2019. Moody's further
anticipates the company to continue successfully operating its
fleet of six LNG vessels, to receive all payments as due under
its long term charters from all of its counterparties.

"The change in outlook reflects our expectation that Dynagas will
carry higher than previously anticipated leverage in 2018 and
2019 while it will also need to refinance its senior unsecured
bond," says Maria Maslovsky, a Vice President-Senior Analyst at
Moody's and the lead analyst for Dynagas LNG Partners LP.
"Positively, Dynagas has recently announced a 40% reduction in
its dividend payout which will keep the company largely free cash
flow neutral in the next few years."

RATINGS RATIONALE

The negative rating outlook reflects Moody's expectation that
Dynagas' leverage will be elevated close to 10.0x in 2018 and
8.5x in 2019, above Moody's previous expectation of below 8.0x,
which is material for a B3 rating. Moody's further notes that
Dynagas will need to access the bond market during this period to
refinance its $250 million note maturing on 30 October 2019.
Offsetting these challenges, Dynagas has recently reduced its
dividend by 40% which will save the company close to $25 million
annually.

At present, the supply demand balance in the LNG market is tilted
toward supply despite gradual capacity increases. This balance is
anticipated to shift around 2020 when a surge of new capacity
comes on line, in particular new LNG plants in the US and
Australia. However, current spot rates for LNG vessels continue
to be pressured and volatile.

Dynagas' B3 corporate family rating primarily reflects its long-
term charter agreements and large revenue backlog and competitive
advantage in owning and operating ice class vessels.

Partly offsetting these strengths are Dynagas' (i) asset and
customer concentration as a result of its small fleet and
exposure to Russian entities some of which are part of larger
groups that have been affected by US sanctions; (ii) significant
operational reliance on its sponsor and manager, both of which
are related entities; (iii) higher-than previously expected
temporary increase in leverage in 2018/19 because of some vessels
coming off-charter prior to being deployed in the Yamal project.
Dynagas' liquidity is adequate. The company had $67.5 million
cash at year-end 2017 and limited capex needs (dry-docking).
Still, Dynagas' dividend burden is material reflecting both its
status as an MLP and the $75 mm perpetual preferred shares in its
capital structure which Moody's views as equity. Positively,
Dynagas has recently reduced its dividend by 40%. Dynagas has no
debt maturities until October 2019 when its senior unsecured bond
is due. Also positively, Dynagas has ample room under its
covenants.

Positive rating momentum could result from leverage declining to
below 6.0x on a sustained basis while maintaining adequate
liquidity and strong charter coverage.

The rating outlook would likely be stabilized if the leverage is
reduced to below 8.0x or the senior unsecured bond due 2019 is
successfully refinanced.

Negative rating pressure could be precipitated by failure to
refinance the bond in the next few quarters, any weakening of
contract coverage, and any liquidity challenges. Any charter
impairment as a result of Dynagas' counterparties being affected
by US sanctions against Russian companies and individuals would
also be viewed negatively.

The principal methodology used in these ratings was Shipping
Industry published in December 2017.

Dynagas Partners LNG LP is a master limited partnership (MLP)
formed by its sponsor, Dynagas Holding Ltd, to own and operate
LNG vessels under long-term charters. Currently, Dynagas owns six
vessels chartered are under long-term contracts. For 2017,
Dynagas reported $139 million of revenue and $1.1 billion of
total assets.


===================
M O N T E N E G R O
===================


CENTRAL EUROPEAN: Appeal in Montenegro Dispute Dismissed
--------------------------------------------------------
Radomir Ralev at SeeNews reports that an ad hoc committee of the
International Centre for Settlement of Investment Disputes
(ICSID) has dismissed all an appeal of the Central European
Aluminium Company (CEAC) against arbitration ruling in favor of
Montenegro.

The country's economy ministry said in a statement on May 4 the
ad hoc committee dismissed a motion submitted by Cyprus-based
CEAC seeking annulment of a July 2016 ruling of ICSID in favour
of Montenegro in an arbitration case regarding investments in
Montenegro's aluminium plant Kombinat Aluminijuma Podgorica
(KAP), SeeNews relates.

The ministry added CEAC shall bear the entire cost of the
arbitration proceedings because the Paris-based tribunal has
rejected the appeal of the company, SeeNews notes.

In July 2016, ICSID ruled in favor of Montenegro as it found that
CEAC was not headquartered in Cyprus and therefore it did not
represent a foreign investor which could seek such type of
arbitration, SeeNews recounts.  CEAC launched arbitration
proceedings against Montenegro in March 2013 on the basis of a
bilateral agreement for protection of investments signed between
Cyprus and Montenegro, SeeNews relays.

The company, as cited by SeeNews, said at the time that
Montenegro's government interfered with its investments in KAP,
which resulted in significant losses for the company, and sought
EUR600 million (US$716.1 million) in damages.  It also claims the
government in Podgorica had violated the existing bilateral
agreement for protection of foreign investments, SeeNews says.

CEAC entered bankruptcy at the end of 2013 and was later sold to
local company Uniprom, SeeNews discloses.


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


SUNSHINE MID: S&P Assigns B+ Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B+' long-term
issuer credit rating to Sunshine Mid B.V. (Sunshine), the new
parent company of Netherlands-based independent bottler Refresco
Group N.V. (Refresco). The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue rating to
the multi-currency EUR1.958 billion senior term loan B facilities
and EUR200 million revolving credit facility (RCF) issued by
Sunshine Investments B.V. and guaranteed by Sunshine. The
recovery rating on these instruments, which rank pari passu, is
'3', indicating our expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.

"We also assigned our 'B-' issue rating to the subordinated
EUR445 million senior secured debt instruments issued by
Sunshine. The recovery rating of '6' indicates our expectation of
negligible (0%-10%; rounded estimate: 0%) recovery in the event
of a payment default.

"We withdrew the issuer credit rating on Refresco following the
redemption and cancellation of the senior facilities agreement.

The ratings on Sunshine follow the completion of the private
takeover of Refresco by a consortium comprising PAI Partners
(PAI) and British Columbia Investment Management Corporation
(BCIM). The takeover was partly funded by the issuance of
approximately EUR1.958 billion multi-currency senior facilities
due 2025 and EUR445 million subordinated senior notes debt due
2026. Refresco's remaining enterprise value was funded with an
equity injection of around EUR983 million from the group's owners
and management. The Refresco shares were delisted from Euronext
Amsterdam on April 26, 2018.

S&P said, "We maintain our view that the Sunshine group's debt
obligations will be considerably greater than the previously
rated structure (under Refresco), with a less clear financial
policy and commitment to financial leverage targets. However, we
believe that the underlying business remains robust, with a
committed and knowledgeable management team that supports future
revenue and operational synergies and delivery--improving
profitability and EBITDA growth. The group's performance in 2017
was affected by unfavorable weather conditions, particularly in
Europe, as well as by competitive pressure on retailer brands,
with which the group generates approximately 70% of revenue. This
resulted in S&P Global Ratings-adjusted debt to EBITDA of about
3.5x as of December 2017 (3.3x as of December 2016).

"That said, we believe the recent acquisition of Cott's bottling
activities presents the group with significant growth
opportunities to develop and consolidate a fragmented market
through organic market-share wins and small strategic bolt-on
acquisitions. Given Refresco's expertise in manufacturing
processes, including the diversity in packaging formats,
innovation, and procurement services, we expect the group to
achieve reported EBITDA of EUR315 million-EUR345 million over the
next 12-18 months and record EBITDA interest coverage metrics
comfortably above 3.0x.

"We view the group's new owners as financial sponsors, given that
private equity firms pursue an aggressive business strategy to
maximize shareholder returns, often with debt-funded
acquisitions. This assessment is supported by our forecast credit
metrics for the group, including adjusted debt to EBITDA of 6.5x-
7.5x and funds from operations (FFO) to debt of 9%-12% in 2018
and 2019. Our estimates of debt include the new proposed debt
instruments totaling around EUR2.4 billion, EUR25 million of
bilateral loans and additional adjustments for operating leases,
and pension obligations totaling around EUR240 million. We no
longer give benefit for the group's surplus cash in our forecasts
(from financial year 2018), given the change in ownership.

"The group's continued focus on working capital management and
strategic capital expenditure (capex) is crucial in supporting
the group's ability to reduce gearing levels in our forecasts. We
forecast group revenue of EUR3.5 billion-EUR3.6 billion in 2018
with the completion of the Cott acquisition, compared with the
EUR2.27 billion recorded in 2017, reflecting the increased scale
of the business.

"Our estimates of adjusted debt to EBITDA in 2018 and 2019 are
6.5x-7.5x, as we anticipate the group will focus on driving cash
conversion and reducing operational complexities and waste. We
closely monitor the free operating cash flow (FOCF)-to-debt ratio
in our forecast given the importance of capex for operating
activity, as well as the level of discretionary cash flow (DCF),
given the new proposed ownership and financial policy as a
private company. We expect FOCF to be around EUR75 million-EUR125
million in 2018 and 2019, which should result in FOCF to debt of
4.5%-6.5% and healthy DCF, as we do not anticipate any dividend
distribution."

Following the acquisition of Cott's bottling activities, Refresco
is the world's largest independent bottler, with strong market
positions in consumer markets including Germany, Benelux, France,
Iberia, the U.K., and North America. Private equity owners PAI
and BCIM are committed to the group's "buy and build" strategy
and support the group's endeavors to enhance profitability by
driving operating efficiency and penetrating new markets with
innovative product offerings.

S&P said, "We expect the group to record adjusted EBITDA of
EUR380 million-EUR400 million in 2018, rising to at least EUR400
million in 2019, including the full-year contribution from Cott's
bottling business. The successful integration of this acquisition
is vital to the group's strategy as it seeks to be the preferred
bottler and partner for branded and retailer consumer products.
S&P expects the group to bolster production volumes in North
America with the introduction of new product sizes and varieties
to its customers. This, combined with the group's proactive
purchasing practices, technical knowledge, and continued
investment in modern manufacturing facilities should support
increased productivity and profitability in the coming years."

Refresco continues to be exposed to volatility in input prices,
including raw materials such as juice concentrate and sugar, and
packaging materials including polyethylene terephthalate, liquid
paperboard, and aluminum cans. The group mitigates some of this
exposure with the use of forward purchasing in its procurement
and pass-through mechanisms in its contracts. S&P said, "The
rising trend of branded producers outsourcing the bottling
function supports growth prospects in Refresco's key markets, but
we note that the group does not have any proprietary brands and,
as such, is not able to maximize its margins by employing a
marketing strategy. We also note that the maintenance of an
optimal mix is crucial in preserving profitability across the
group as some products, such as water, generally enjoy lower
margins. Despite the group's increased scale following the Cott
acquisition, the group's limited pricing power constrains our
current business risk profile assessment at fair."

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

-- Revenue increases of around 52%-57% in 2018 and growth of
    about 1%-3% from 2019, reflecting the full-year contribution
    from the recent Cott acquisition. Organic growth, especially
    in the U.S., supported by product innovation and some
    inflationary price pressures, should also support top-line
    growth to surpass EUR3.5 billion in 2018. S&P expects that
    the group will continue to make small opportunistic bolt-on
    acquisitions in its drive to increase enterprise value, but
    that it will prioritize deleveraging in the near-to-medium
    term.

-- Steady improvement in profitability, supported by
    management's cost-efficiency and productivity measures
    helping to maintain reported EBITDA margins at around 10% and
    a reported EBITDA base of at least EUR315 million-EUR330
    million in 2018, rising to about EUR330 million-EUR350
    million in 2019.

-- Modest working capital outflows of up to EUR30 million in
    2018, reflecting growing sales volume as the group penetrates
    the U.S. market.

-- Capex of about EUR135 million-EUR150 million in 2018, falling
    to around EUR120 million in 2019 following the extraordinary
    site investment in Le Quesnoy, France.

-- Bolt-on acquisitions of up to EUR75 million annually over the
    next two years as management prioritizes the integration of
    the recent Cott acquisition.

-- No shareholder dividends in 2018 and thereafter as a private
    company.

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

-- Adjusted debt to EBITDA of around 7.0x-7.5x in 2018 and 6.5x-
    7.0x in 2019 given the recent completion of the Cott
    acquisition in January 2018.

-- Adjusted EBITDA interest coverage of 3.5x-4.5x in 2018 and
    2019.

-- Adjusted FOCF to debt of 4%-6% in 2018 and 2019.

S&P said, "We assess Refresco's liquidity as adequate, based on
our estimate that the group's sources of cash will exceed uses by
more than 1.2x over the next 12 months. We expect this metric
will lie in the range of 1.5x-2.0x. We assess the liquidity
position on an ongoing basis, and as such, we do not include the
one-off impact of the refinancing transaction and buy-out
transaction in our calculations.

"We anticipate that the group will prioritize the use of free
cash flow for deleveraging or funding operational improvements.
While sources of liquidity sufficiently exceed uses to qualify
for a stronger liquidity assessment (that is, a ratio greater
than 1.2x), we have no evidence of the new owners maintaining
this level of coverage through risk management. We also have a
limited track record and visibility of solid support from banks
throughout a period of distress or underperformance. We therefore
maintain an adequate liquidity assessment."

S&P anticipates that Refresco's principal liquidity sources over
the 12 months from December 2017 will be:

-- Cash balance of about EUR145 million as of Dec. 31, 2017;
-- Available RCF post-closing of about EUR110 million;
-- Cash FFO of EUR235 million-EUR255 million; and
-- An additional equity injection of around EUR20 million.

S&P anticipates that Refresco's principal liquidity uses over the
same period will be:

-- Capex of EUR135 million-EUR155 million;
-- Net movement in working capital needs of EUR20 million-EUR30
    million;
-- Seasonal working capital of up to EUR75 million; and
-- Repayment of the RCF to below the 35% covenant testing level.

There is a springing leverage covenant linked to the RCF that
will test net senior secured leverage once 35% of the facility is
drawn. S&P does not forecast that the RCF will be drawn to this
level at quarter-end, and, as such, S&P does not anticipate any
breaches. S&P therefore expect headroom of above 15%.

S&P said, "We apply a positive comparable rating analysis
modifier to reflect our view of the issuer's credit
characteristics in aggregate. This primarily reflects our view of
the debt burden and FOCF generation that would leave Sunshine
with more headroom to manage any unexpected operational or
financing challenges. In particular, we view the relatively swift
deleveraging to 6.0x-7.0x within 12-18 months, EBITDA interest
coverage above 3.0x, and a healthy FOCF cushion of EUR75 million-
EUR100 million, as strong relative to the 'b' anchor.

"Our base-case forecasts take into account the group's track
record of successfully integrating significant acquisitions,
while realizing planned synergies and managing operational and
market challenges to preserve profitability. We consider that the
group's market positions should support future cash flow
generation and allow it to comfortably meet its debt obligations
in our base case.

"The stable outlook reflects our expectations that the newly
combined group, Sunshine, will benefit from increased sales
volumes and EBITDA base, with a marginal improvement in
profitability from procurement and operational synergies. We
expect the new owners will continue to prioritize deleveraging
with FOCF following the leveraged buyout and recent acquisition
ahead of any other discretionary spending. We expect that the
group's adjusted debt to EBITDA will be around 6.0x-7.0x and FOCF
about EUR100 million over the next 12-18 months. We also forecast
that EBITDA interest coverage will remain above 3.0x, a level we
consider commensurate with the 'B+' rating.

"We could consider lowering the rating if the group generated
substantially lower EBITDA than our current estimates such that
its deleveraging stagnated and FOCF generation significantly
weakened. This would most likely occur if the group were to face
considerable challenges in the integration of Cott's bottling
activities and the group's innovation and organic growth plans
failed due to competitive pressures. Given this imminent
execution risk, any disruption in Refresco's European bottling
services as result of unexpected higher raw material prices or
tighter margins could significantly weaken leverage metrics and
cash flow generation.

"We would consider a lower rating if adjusted EBITDA interest
coverage were to fall below 3.0x and FOCF generation was marginal
or neutral after a full-year contribution from Cott's bottling
business. Adjusted debt to EBITDA would most likely remain around
the post-transaction levels of about 7.0x-7.5x in this scenario.

"An upgrade of Sunshine would most likely be the result of
stronger credit ratios on the back of successful integration of
Cott's bottling business, sustainable like-for-like growth, and
strengthening profitability. Specifically, we could raise the
ratings if we saw a sustainable improvement in the group's
adjusted debt to EBITDA to comfortably below 5.0x on a
sustainable basis, supported by EBITDA interest coverage
comfortably above 3.0x and healthy FOCF generation. This
performance would also have to be supported by a clear financial
policy commitment from the new owners that would support leverage
remaining below 5.0x in the long term."


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


COGNOR SA: Moody's Raises CFR to Caa1 & Alters Outlook to Pos.
--------------------------------------------------------------
Moody's Investors Service has upgraded to Caa1 from Caa2 the
corporate family rating (CFR) of Polish-based steel manufacturer
Cognor S.A. (Cognor). Concurrently Moody's upgraded Cognor's
probability default rating (PDR) to Caa1-PD from Caa2-PD and the
rating of the outstanding senior secured notes due February 2020
borrowed at Cognor International Finance Plc to Caa1 from Caa2.

The outlook on all ratings has been changed to positive from
stable.

RATINGS RATIONALE

Moody's rating action for Cognor reflects the progress made by
the company in the last 12 months to improve its financial
profile and liquidity. The company improved its 2017 adjusted
EBITDA and EBITDA margin to PLN 136m and 7.6% from PLN 97m and 7%
respectively a year earlier. Concurrently its adjusted gross
leverage declined to 4.7x at the end of 2017 from 7x a year
earlier. After several years of negative free cash flow (FCF) the
company generated positive FCF of PLN 66m for the first time in
2017, which helped to increase its cash balance to c.PLN 100m
from PLN 25m a year earlier. The improved performance was driven
by favourable market conditions for the steel sector in Europe
and particularly in Poland, Cognor's reference market, with
rising prices and volumes leading to stronger spreads across both
finished and semi-finished steel products and higher plant
utilization rates close to full capacity across all the company's
plants.

Moody's rating considers also the possibility that 2018 may be
another positive year for Cognor's operational and financial
performance, after the company released strong Q1 2018 results
with an EBITDA of PLN 58m, +41% yoy and equivalent to 42% of the
2017 reported EBITDA. Moody's estimates 2018 adjusted gross
leverage to be around 5.7x and free cash flow (FCF) to be around
breakeven assuming (i) a moderation of operating performance
following the strong Q1, driven by reducing spreads across all
steel products to account for rising raw material and production
costs and increasing pricing pressure; (ii) no refinancing of the
12.5% February 2020 senior secured notes. If the company were
able to achieve its public target of refinancing its notes during
2018 with a combination of cheaper bank debt (assuming an annual
margin below 5%) and available cash, Moody's would expect 2018
adjusted gross leverage to be c.5.3x and FCF to be c.PLN 20m due
to lower interests by c.PLN 20m compared to the scenario of the
refinancing not occurring. The refinancing of the notes would
also support FCF generation also in 2019 and beyond because it
would remove c.EUR 10m (PLN 42m equivalent) of annual interest
expenses which currently represent a major cash outflow for the
company, equal to nearly 30% of its 2017 EBITDA.

The Caa1 CFR reflects the company's (i) small size, with 2017
revenues of c.PLN 1,800m (less than EUR 450m equivalent); (ii)
high sensitivity to cyclical conditions in its main end-markets,
mainly construction and automotive in Poland and other major
European countries such as Germany; (iii) modest operating
profitability with an EBITDA margin ranging between 3% to 7%
historically; (iv) a track record of negative FCF generation,
exacerbated by the high interest payments of its notes; and (v)
lack of committed long term revolving credit facilities, which
makes the company's liquidity entirely reliant on its internal
sources and its near term bank overdraft and factoring
arrangements.

The CFR also reflects the company's refinancing risk, which
Moody's considers as material, although not imminent, as long as
the 2020 notes remain outstanding. The company unsuccessfully
attempted to refinance its notes during 2017 and is currently
negotiating with a few lenders amended terms to allow a
refinancing requiring less equity (PLN 40m raised in December
2017) than a previously agreed target of PLN 90m. There is
currently no visibility when a deal can be finalized, although
the company is still guiding for a closing during 2018.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that the
company can more sustainably improve its financial profile under
the stable market environment anticipated over the next 12
months. The positive outlook also assumes that Cognor can improve
its liquidity position further, by continuing to generate
slightly positive FCF and by refinancing its outstanding senior
secured notes with longer dated bank debt and available cash in
due course.

What Could Change the Rating -- Up:

Moody's could upgrade the rating if the company's liquidity
profile sustainably improves with the company continuing to
generate positive FCF and fully refinancing its outstanding 2020
bond with longer term bank debt. An upgrade would also require a
longer track record of positive operating performance and
improved credit metrics, with adjusted leverage remaining around
5x or lower and EBIT/Interest sustainably improving to above 2x.

What could change the rating - Down:

Moody's could downgrade the rating if the company's liquidity
were to deteriorate and become no longer adequate over at least
12-18 months, either due to negative FCF and/or an inability to
refinance pending debt maturities in a timely manner.

The principal methodology used in these ratings was Steel
Industry published in Sptember 2017.

Headquartered in Poland, Cognor is a major domestic supplier of
scrap metal and producer of semi-finished steel and finished
mainly long steel products. The company was established in 1991
and since 1994 has been listed on the Warsaw Stock Exchange. Its
market capitalization is c. PLN 800m currently. The company's
main shareholder is PS HoldCo Sp. z o.o. which holds about 77.7%
of shares, while free float is 22.3%. At the end of 2017 Cognor
reported PLN1.79 billion of sales and an EBITDA of PLN140m.


===========
S E R B I A
===========


SREM SID: Agropapuk, Industrija Mesa Sign Acquisition Deal
----------------------------------------------------------
SeeNews reports that Serbian companies Agropapuk and Industrija
Mesa Djurdjevic have signed an agreement to acquire insolvent
meat processing firm Srem Sid, the owner of Agropapuk,
Bratislav Bogatic, has said.

The prospective buyers plan to invest a total of EUR3.5 million
(US$4.2 million) in the overhaul of Srem Sid's facilities,
Mr. Bogatic, as cited by SeeNews, said in a video file posted on
the website of news agency Tanjug on April 26.

Agropapuk and Industrija Mesa Djurdjevic also consider an
investment of EUR5.5 million to extend a farm in Novo Orahovo,
SeeNews discloses.

According to SeeNews, Tanjug said Srem Sid, which has been
insolvent since 2001, will process up to 400 heads of cattle per
day and export the meat to Turkey, under an agreement signed
between the Serbian and Turkish governments.


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


CIRSA GAMING: S&P Places 'BB-' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings said that it placed its 'BB-' long-term issuer
credit rating and 'BB-' senior unsecured debt ratings on Cirsa
Gaming Corp. S.A. (Cirsa) on CreditWatch with negative
implications.

The CreditWatch placement follows Blackstone's announcement on
April 27, 2018, that it had acquired Cirsa.

The sale did not include Cirsa's operations in Argentina, which
will remain owned and managed separately by the previous owner,
Mr. Manuel Lao Hernandez. In financial year 2017, Cirsa derived
17.5% of its reported EBITDA from Argentina (EUR75 million out of
the total EUR427 million). Therefore, taking these operations
outside the group is expected to significantly decrease the size
of Cirsa's revenues and EBITDA base. Positively, Cirsa will now
decrease its exposure to Latin American countries, especially to
the high regulatory risk that the Argentinean businesses face,
including the pending license renewal of Casino Buenos Aires,
which expired in October 2019 and represents about 10% of Cirsa's
EBITDA.

Blackstone's financial policy intentions and the planned funding
mix for the transaction have not yet been disclosed. S&P said,
"However, we believe that Cirsa's credit metrics will weaken
(Cirsa's reported target leverage is currently below 3.0x and our
adjusted debt/EBITDA ratio is about 3.0x) and that Blackstone
will pursue a more aggressive financial policy or business
strategy.

"We also note that Cirsa's existing debt facilities include
change-of-control clauses that could be triggered in the absence
of new funding or refinancing, which would likely stress Cirsa's
liquidity cushion.

"We therefore believe that the change in ownership will most
likely be credit negative for Cirsa and there is a possibility
that we could lower our rating on Cirsa on completion of the
transaction.

"We expect to resolve the CreditWatch within the next 90 days,
after assessing Cirsa's business risk and financial risk profiles
pro forma the transaction, with emphasis on the company's
prospective financial policies and credit measures.

"We would consider lowering our rating on Cirsa, potentially by
more than one notch, if the proposed acquisition goes through and
Blackstone's control imposes a more aggressive business profile
or financial policy.

"We would consider affirming the 'BB-' rating on Cirsa and
removing it from CreditWatch negative if the takeover does not
take place."


MADRID RMBS II: S&P Affirms 'CCC+ (sf)' Rating on Class D Notes
----------------------------------------------------------------
S&P Global Ratings took various rating actions in MADRID RMBS II,
Fondo de Titulizacion de Activos and MADRID RMBS III, Fondo de
Titulizacion de Activos.

S&P said, "The rating actions follow the application of our
relevant criteria and our full analysis of the most recent
transaction information that we have received, and reflect the
transaction's current structural features. We have also
considered our updated outlook assumptions for the Spanish
residential mortgage market.

"Our structured finance ratings above the sovereign (RAS)
criteria classify the sensitivity of these transactions as
moderate. Therefore, after our March 23, 2018 upgrade of Spain to
'A-' from 'BBB+', the highest rating that we can assign to the
senior-most tranche in these transactions is six notches above
the Spanish sovereign rating, or 'AAA (sf)', if certain
conditions are met. For all the other tranches, the highest
rating that we can assign is four notches above the sovereign
rating.

"Following the sovereign upgrade, on April 6, 2018, we raised to
'A' from 'A-' our long-term issuer credit rating (ICR) on Banco
Santander S.A., which is the swap provider in these transactions.

"Under our counterparty criteria, there is no longer a
counterparty cap on our ratings in these transactions following
the raising of our long-term ICR on the swap counterparty. The
maximum potential rating in these transactions is now 'AAA (sf)'
and we have given benefit to the basis risk swap in our analysis.

"Our European residential loans criteria, as applicable to
Spanish residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign. Therefore,
we revised our expected level of losses for an archetypal Spanish
residential pool at the 'B' rating level to 0.9% from 1.6%, in
line with table 87 of our European residential loans criteria, by
lowering our foreclosure frequency assumption to 2.00% from 3.33%
for the archetypal pool at the 'B' rating level.

"After applying our European residential loans criteria to this
transaction, the overall effect in our credit analysis results is
a decrease in the required credit coverage for each rating level
compared with our previous review, mainly driven by our revised
foreclosure frequency assumptions."

  MADRID RMBS II

  Rating level     WAFF (%)    WALS (%)
  AAA               44.31       46.52
  AA                29.74       41.54
  A                 22.33       32.92
  BBB               16.39        28.03
  BB                10.48        24.55
  B                 6.00         21.35

  MADRID RMBS III

  Rating level     WAFF (%)    WALS (%)
  AAA              38.45        52.15
  AA               25.88        47.47
  A                19.47        39.21
  BBB              14.32        34.33
  BB               9.18         30.76
  B                5.28         27.38


MADRID RMBS II's and MADRID RMBS III's credit enhancement has
increased for all classes of notes. For both transactions this is
due to the amortization of the notes, which is sequential as the
reserve funds have not been at their required levels.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped
by our RAS criteria, (ii) the rating as capped by our
counterparty criteria, or (iii) the rating that the class of
notes can attain under our European residential loans criteria."

MADRID RMBS II's class A2 notes benefit from flows diverted from
the class E notes following the interest deferral trigger breach.
S&P said, "Our credit and cash flow analysis indicates that the
class A2, A3, B, and C notes have sufficient credit enhancement
to withstand our stresses at the 'AAA', 'AA', 'A+', and 'BBB-'
rating levels, respectively. However, our RAS criteria cap our
rating on the class B notes at the unsolicited 'A-' long-term
sovereign rating on Spain. We have therefore raised to 'AAA
(sf)', 'AA (sf)', 'A- (sf)', and 'BBB- (sf)' our ratings on the
class A2, A3, B, and C notes. We have also removed these ratings
from CreditWatch positive."

S&P said, "The class D notes do not pass any stresses under our
cash flow model and the results show interest shortfalls in the
next 12 months. Following the application of our "Criteria For
Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," we believe
that payments on this class of notes depend on favorable
financial and economic conditions. Therefore, we have affirmed
our 'CCC+ (sf)' rating on the class D notes.

"We have affirmed our 'D (sf)' rating on the class E notes as
they continue to miss interest payments."

MADRID RMBS III's class A2 and A3 notes benefit from flows
diverted from the subordinated notes following the interest
deferral trigger breaches and from increased credit enhancement.
S&P said, "Our credit and cash flow analysis indicates that the
class A2 and A3 notes now have sufficient credit enhancement to
withstand our stresses at the 'AA' and 'AA-' rating levels,
respectively. We have therefore raised our ratings on the class
A2 and A3 notes to these rating levels and have also removed
these ratings from CreditWatch positive.

"We have affirmed our 'D (sf)' ratings on the class B, C, D, and
E notes as they continue to miss interest payments."

MADRID RMBS II and MADRID RMBS III are Spanish residential
mortgage-backed securities (RMBS) transactions that securitize
first-ranking mortgage loans. Bankia S.A. originated the pools,
which comprise loans granted to borrowers mainly located in
Madrid.

  RATINGS LIST

  Class             Rating
              To               From

  MADRID RMBS II, Fondo de Titulizacion de Activos
  EUR1.8 Billion Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

  A2         AAA (sf)         AA (sf)/Watch Pos
  A3         AA (sf)          A+ (sf)/Watch Pos
  B          A- (sf)          BBB+ (sf)/Watch Pos
  C          BBB- (sf)        BB (sf)/Watch Pos

  Ratings Affirmed

  D         CCC+ (sf)
  E         D (sf)

  MADRID RMBS III, Fondo de Titulizacion de Activos
  EUR3 Billion Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

  A2        AA (sf)           AA- (sf)/Watch Pos
  A3        AA- (sf)          BBB+ (sf)/Watch Pos

  Ratings Affirmed

  B         D (sf)
  C         D (sf)
  D         D (sf)
  E         D (sf)


===========
S W E D E N
===========


TRANSCOM TOPCO: S&P Assigns 'B' Long-Term Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' long-term issuer
credit rating to Transcom TopCo AB, a Sweden-based business
process outsourcer. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
Transcom's EUR180 million senior secured notes. The recovery
rating on this facility is '4', indicating our expectation of
average (30%-50%; rounded estimate: 40%) recovery in the event of
payment default."

The rating assignment follows Transcom's refinancing after the
acquisition by private equity fund Altor. Transcom has used the
proceeds from its EUR180 million senior secured notes to
refinance the existing EUR164 million facilities, while retaining
EUR14 million of cash.

Transcom, owned by Transcom Holding AB (publ), has relatively
small-scale operations in the still-fragmented business process
outsourcing (BPO) market, with revenues of about EUR584 million
and S&P Global Ratings-adjusted EBITDA of about EUR40 million in
2017. It benefits from leading market positions in Norway and
Sweden, but we note that market shares are weak in the rest of
Europe, Asia-Pacific, and North America. S&P also sees risks
related to the group's fairly high customer concentration, with
the largest customer representing about 12% of revenues and the
10 top customers contributing approximately 60% of revenues in
2017.

The group's end-market industry diversification is slightly
stronger, with exposure to a large number of customer end
markets, such as banking and technology. Still, the group's
reliance on telecom customers remains substantial, at 30% of
revenues in 2017. S&P said, "In our view, Transcom's scale and
client diversity is significantly weaker than direct peers such
as Teleperformance, Convergys, and SITEL Worldwide Corp. Transcom
also exhibits weaker profitability than industry peers, with an
S&P Global Ratings-adjusted EBITDA margin of merely 7% in 2017
(materially affected by restructuring costs that we include in
our calculation of adjusted metrics). While we expect
profitability to gradually improve following the implementation
of cost-saving initiatives, it will remain below the market
average, with EBITDA margins between 9% and 11% in 2019,
according to our forecasts."

Transcom generates 95% of its revenues in the customer
relationship management segment of the BPO industry, which is
characterized by competitive price pressure, risk of regulatory
change, inherent risk of data breach, and low barriers to entry.
Additionally, revenue generation is concentrated on the lower
added-value services such as Query Complaint Management services,
which represented about 64% of group revenues in 2016.

S&P recognizes that Transcom benefits from long-term
relationships with existing clients, translating into retention
rates that have been above 96% throughout the past four years.
Transcom also enjoys a good reputation, associated with high-
quality services and no track record of data breaches, which
should support its revenue growth.

Transcom's use of debt-based financing increased significantly
after it was acquired by private-equity fund Altor last year. The
refinancing has not had a major effect on the group's current
leverage, and we expect S&P Global Ratings-adjusted debt to
EBITDA to remain markedly above 5x in 2018. S&P projects this
ratio will drop below 5x in 2019, as it believes the recently
appointed management team will be able to deliver organic revenue
growth through new contract wins and improve profitability on the
back of several cost-saving initiatives.

Furthermore, the group's financial risk profile is supported by
its cash generation ability thanks to its minimal capital
expenditure (capex) requirements of about 1.5% of sales, and
moderate working capital requirements. S&P anticipates reported
free operating cash flow (FOCF) of about EUR5 million-EUR10
million in 2018, gradually increasing thereafter.

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

-- Economic conditions will be largely supportive with global
    GDP growth at 3.5%-4.0%, whereas S&P anticipates the eurozone
    will expand by about 2% in 2018;

-- Contraction in revenues of about 3% in 2018 due to reduction
    of loss-making contracts. S&P expects low-single-digit growth
    starting 2019, alongside stabilizing operations and expansion
    in higher-growth end markets such as retail and health care;

-- S&P Global Ratings-adjusted EBITDA margin of 9%-11% in 2018
    and 2019, or 6%-7% on a reported basis. S&P assumes
    improvements as the management team rolls out its cost-saving
    program, which focuses on rightsizing operational
    capabilities and reorganizing support functions; and

-- EUR15 million of cash payouts for bolt-on acquisitions
    expected per year, since Transcom intends to increase its
    exposure to more profitable segments such as data and
    analytics services.

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

-- Adjusted debt to EBITDA of 5.7x in 2018, reducing slightly
    below 5.0x in 2019.

-- Adjusted funds from operations (FFO) to debt of about 10% in
    2018, strengthening to about 12%-14% in 2019.

-- FFO cash interest coverage of about 4.5x in 2018 and 2019.

S&P said, "The stable outlook on Transcom reflects our view that
the group will manage to expand its revenue base thanks to a
continued outsourcing trend for its services. It also reflects
our view that the recently appointed management team will be able
to gradually improve profitability to adjusted EBITDA margins of
about 10% in 2019, which will likely result in FFO interest
coverage remaining at about 5x and modest FOCF.

"We could lower the rating if the group fails to increase its
revenue base and strengthen its profitability to a level more in
line with rated peers in the industry, or if we saw the group's
current revenue base contract further due to the loss of key
customers or poor contract execution. A decline in EBITDA that
resulted in negative FOCF and a weaker liquidity position would
weigh markedly on the rating. We could also take a negative
rating action if the group made larger acquisitions or cash
returns to shareholders than currently envisaged, resulting in
higher leverage and FFO cash cover below 3x.

"In our view, the potential for an upgrade is currently remote.
We could take a positive rating action if the group's credit
metrics improved firmly and sustainably into our aggressive
financial risk category, including adjusted debt to EBITDA of
less than 5x and FOCF to debt of more than 10%. We could also
raise the ratings if the new financial sponsor demonstrated a
track record and commitment to deleveraging."



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


TURKIYE IS BANKASI: S&P Cuts LT Issuer Credit Rating to BB-
-----------------------------------------------------------
S&P Global Ratings took the following rating actions on six
Turkish financial institutions:

-- S&P lowered to 'BB-' from 'BB' its long-term issuer credit
    ratings on four banks: Turkiye Is Bankasi AS (Isbank),
    Turkiye Vakiflar Bankasi TAO (VakifBank), Garanti Finansal
    Kiralama  A.S. (Garanti Leasing), and Yapi ve Kredi Bankasi
    A.S. (YapiKredi). At the same, S&P affirmed its 'B' short-
    term issuer credit ratings on these entities. S&P lowered to
    'BB-' from 'BB' its long-term issuer credit rating on Turkiye
    Garanti Bankasi A.S. (Garanti).

-- S&P said, "We also lowered our long-term Turkey national
    scale ratings on Isbank, VakifBank, and YapiKredi to 'trA+'
    from 'trAA-'. We affirmed our 'trA-1' short-term Turkey
    national scale ratings on these entities."

-- S&P lowered to 'B+' from 'BB-' its long-term issuer credit
    rating on Albaraka Turk Katilim Bankasi (Albaraka Turk) and
    affirmed its 'B' short-term issuer credit rating on this
    entity.

-- S&P also lowered its Turkey national scale ratings on
    Albaraka Turk to 'trA-/trA-2' from 'trA+/trA-1'.

-- S&P is also lowering its ratings on Albaraka Turk's senior
    and subordinated sukuk trust certificates issued through the
    following special-purposes vehicles: Bereket Valik Kiralama
    A.S. (to 'B+' from 'BB-') and ABT Sukuk Ltd. and Albaraka
    Sukuk Ltd. (both to 'CCC' from 'CCC+').

The outlooks on all six financial institutions are stable.

RATIONALE

S&P said, "The rating actions follow our downgrade of Turkey. The
sovereign downgrade was based on increasing macroeconomic
imbalances and our concerns regarding the deteriorating outlook
for inflation and the long-term depreciation and volatility of
Turkey's exchange rate, despite the central bank's recent
decision to hike its late liquidity window rate." Turkey is also
suffering from a deteriorating external position and rising
distress in the leveraged private sector and its fiscal position
has weakened as a result of continued public and quasi-public
stimulus to the economy.

S&P said, "In our opinion, the heightened risks in Turkish banks'
operating environment have made their funding and asset quality
more vulnerable to depreciation of the Turkish lira and to
political risks. Any marked weakening in economic growth could
erode Turkish banks' asset quality, earnings, and capitalization,
in our view. Furthermore, the ongoing depreciation of the lira is
damaging Turkish corporate borrowers' ability to repay debt; they
typically carry a large open position in foreign currency. A
potential erosion of investor confidence in Turkey could also
affect banks' wholesale funding, which relies heavily on foreign
financing sources. A significant portion of external debt matures
within a year.

"We have revised down our assessment of the economic risks faced
by the Turkish banking sector to '7' from '6' (on a scale of 1-
10, with 1 being the lowest risk). We have also revised our view
of the Turkish banking system's industry risk to '7' from '6'; we
now classify Turkey's Banking Industry Country Risk Assessment
(BICRA) as being Group 7, rather than Group 6. As a result, we
revised down our anchor for banks operating primarily in Turkey
to 'bb' from 'bb+'. This led us to revise down the stand-alone
credit profiles (SACPs) of five banks. Although we also monitor
bank-specific considerations, these did not prevent these
downgrades."

THE RISK OF A DETERIORATION IN ASSET QUALITY HAS INCREASED

The ongoing depreciation of the lira poses a major risk to banks'
capital levels and asset quality. Corporate borrowers typically
hold a large net open foreign currency position, which stood at
26% of GDP as of year-end 2017. This indirectly exposes banks'
asset quality to risks related to a sharp sustained depreciation
of the lira. The lira's depreciation also boosts inflation, which
remains stubbornly high. So far, asset quality has remained
relatively immune to the weakening lira, but it is vulnerable to
a possible dip in economic growth and to geopolitical events, as
well as to further depreciation, as demonstrated by the recent
and ongoing debt restructuring of a few large groups.

Although banks' direct exposure to real estate developers is
limited, we are concerned about the ongoing boom in commercial
real estate development in Turkey. S&P said, "This sector is a
significant contributor to the domestic economy and to
employment, and lately we have observed a reduction in real
prices and high vacancy rates. We are also concerned that the
government's intervention in the banking system has created
market distortions. The government-backed Credit Guarantee Fund
(CGF) supports lending to small and midsize enterprises. The
regulator has also shown a degree of regulatory forbearance in
restructuring and classifying problem loans--at the regulator's
behest, Turkish banks have not classified certain loans as
nonperforming. Examples include loans to the tourism sector and
large loans to Otas, extended by several large Turkish banks. We
understand that lenders classified their exposures to Otas as
loans in Group II (loans under close monitoring) at the end of
2017.

"Our base-case scenario for economic growth still assumes that
asset quality will not deteriorate significantly. Under a more
adverse economic environment, however, problems could escalate
rapidly. A sharp sustained depreciation of the lira could also
weigh on asset quality going forward, although we have not yet
observed such an effect, given the long-term nature of loans
denominated in foreign currencies and several mitigating factors,
such as partial and indirect hedges. In this respect, the
authorities' plans to curtail foreign currency lending to smaller
borrowers is a welcome move."

SIGNIFICANT RISK IN SYSTEMWIDE FUNDING

Turkey's deteriorating relations with its Western allies have
presented a challenge, as has the alleged violation by a Turkish
bank executive of U.S. sanctions on Iran. An ongoing
investigation has begun into Halkbank, the large state-owned bank
where the executive worked. S&P understands that the Turkish
authorities are fully cooperating with this investigation and it
doesn't expect the investigation to widen or to lead to sanctions
for the rest of the Turkish banking system.

That said, these developments could damage investor perception of
risk in Turkey. The Turkish banking sector relies heavily on
external funding sources, so shifts in global liquidity and
yields, and changing investor perceptions of risk in Turkey could
strain funding and liquidity. This makes Turkey's deteriorating
relations with its key economic or military allies, such as
Germany and the U.S., a noteworthy tail risk for Turkish banks.

Although the operating environment has become more difficult for
Turkish banks, their sound asset quality, earnings, and
capitalization provide a good buffer to absorb the elevated risks
over the next 12 months under S&P's base-case scenario, without
seriously damaging the banks' financial profiles.

OUTLOOKS

The stable outlooks on Garanti, Garanti Leasing, Isbank,
VakifBank, and YapiKredi reflect the stable outlook on Turkey. In
our opinion, Turkish banks' financial profiles and performance
will remain highly correlated with the sovereign's
creditworthiness, owing to their significant holdings of
government securities and exposure to the domestic environment.
Therefore, bank-specific factors that might lead S&P to revise
its ratings on these five financial institutions in the next 12
months are limited, and its future rating actions on these
entities will be mainly contingent on our rating actions on
Turkey.

S&P said, "If we were to raise or lower the sovereign rating, it
would trigger a similar action on our ratings on these five
financial institutions, all other factors being equal.

"The stable outlook on Turkey-based Albaraka Turk Katilim Bankasi
(Albaraka Turk) reflects our expectation that the financial
profile of the bank is likely to remain unchanged over the next
12 months, despite the pressure in its operating environment.

"We could lower the ratings if the bank's asset quality
indicators deteriorate further in the current difficult operating
environment."

On the other hand, an upgrade could follow if the parent were to
significantly strengthen the bank's capitalization through Tier 1
instruments while also seeing a turnaround in asset quality
trends.

  BICRA SCORE SNAPSHOT*
  Turkey                   To                   From

  BICRA Group              7                    6

   Economic risk           7                    6
   Economic resilience   High risk            High risk
   Economic imbalances   Very High risk       High risk
   Credit risk in the      economy            High risk
   Intermediate risk
    Trend                  Stable               Negative

   Industry risk           7                    6
     Institutional         framework          Intermediate risk
  Intermediate risk
   Competitive dynamics  Intermediate risk    Intermediate risk
   Systemwide funding    Extremely high risk  Very high risk
     Trend               Stable               Negative

  *Banking Industry Country Risk Assessment (BICRA) economic risk
and industry risk scores are on a scale from 1 (lowest risk) to
10 (highest risk).

  RATINGS LIST
  Downgraded; Ratings Affirmed
                                  To                From
  Turkiye Garanti Bankasi A.S.
   Counterparty Credit Rating     BB-/Stable/--    BB/Negative/--

  Yapi ve Kredi Bankasi A.S.
  Garanti Finansal Kiralama A.S.
  Turkiye Vakiflar Bankasi TAO
  Turkiye Is Bankasi AS
   Counterparty Credit Rating     BB-/Stable/B      BB/Negative/B

  Albaraka Turk Katilim Bankasi AS
   Counterparty Credit Rating     B+/Stable/B       BB-/Stable/B
   National Scale Rating          trA-/--/trA-2     trA+/--/trA-1

  Turkiye Vakiflar Bankasi TAO
  Turkiye Is Bankasi A.S.
  Yapi ve Kredi Bankasi A.S.
   National Scale Rating          trA+/--/trA-1    trAA-/--/trA-1

  ABT Sukuk Ltd. Issue rating          CCC               CCC+
  Albaraka Sukuk Ltd. Issue rating     CCC               CCC+
  Bereket Valik Kiralama A.S.
        Issue rating                   B+                BB-



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


BIFAB: Remaining Shop Floor Workers Get Redundancy Notices
----------------------------------------------------------
BBC News reports that most of the remaining shop floor workers at
the two BiFab fabrication yards in Fife have been given
redundancy notices, say union leaders.

It comes three weeks after a takeover by a Canadian engineering
firm -- brokered by the Scottish government, BBC notes.

The end of the contract building platforms for offshore wind
turbines has left the company with no work, BBC states.

According to BBC, the GMB and Unite unions said 35 out of 43 core
workers at Methil and Burntisland are affected.

The Scottish government said it was continuing to work with the
yards' Canadian owners to "restore BiFab to its place at the
centre of Scotland's marine energy industry", BBC relates.

A similar reduction of staffing at the Arnish yard on the Isle of
Lewis has already taken place, BBC discloses.

The three sites employed about 1,400 people before BiFab
announced at the end of 2017 was set to go into administration,
BBC stats.

In a statement, the GMB and Unite's joint secretaries Gary Smith
and Pat Rafferty, as cited by BBC, said: "It means that some
workers will be out of a job as early as two weeks' time and most
will be gone in three months.

"We knew the road ahead would be hard and the need for new
contracts is obvious, but clearly a major problem has emerged in
terms of the future prospects for fresh work over the last
fortnight."

Unions said in February that they had been told that 260 jobs
were to go by the end of May, with the yards facing full closure
a month later, BBC recounts.

But the Scottish government said the deal with JV Driver and DF
Barnes would allow the yards to seek new fabrication and
construction work in the marine, renewables and energy sectors,
BBC relays.


CARILLION PLC: Relationship Between Gov't, Suppliers Needs Review
-----------------------------------------------------------------
Rhiannon Curry at The Telegraph reports that the relationship
between the Government and private sector companies which supply
services needs to be urgently reviewed in the wake of Carillion's
collapse.

The bosses of Mitie and Serco were set to appear in front of
Parliament's Public Administration and Constitutional Affairs
committee on May 8 as the Government gathers evidence in an
attempt to avoid another high profile collapse of a business
providing core services to institutions such as schools and
hospitals, The Telegraph relates.

According to The Telegraph, Rupert Soames, the chief executive of
Serco, said in his submission to the committee ahead of the
session that there is "an urgent need to re-think the
relationship between the UK Government and its suppliers".

Mr. Soames, alongside Phil Bentley, the chief executive of Mitie,
was expected to speak about how companies go about bidding for
work from the public sector, addressing concerns that profit
margins have been pushed dangerously low by increasingly
competitive pricing of contracts, The Telegraph discloses.
Carillion had been found to be bidding at low rates in order to
win more work, The Telegraph states.

The committee has been gathering evidence about the wider process
of procuring public services in the wake of Carillion's
insolvency in January, amid concerns that another major failure
could put public services at risk, The Telegraph relays.

The Government claims that its contingency plans meant that jobs
previously done by Carillion, such as providing cleaning and
school dinners, continued despite the disruption, The Telegraph
discloses.

However, construction projects which the group had been working
on, including a major hospital in the Midlands, have been badly
delayed, according to The Telegraph.

A separate committee has been holding an inquiry into the
company's collapse, the findings of which are expected to be
published in the coming weeks, The Telegraph notes.

Headquartered in Wolverhampton, United Kingdom, Carillion plc --
http://www.carillionplc.com/-- is an integrated support services
company.  The Company operates through four business segments:
Support services, Public Private Partnership projects, Middle
East construction services and Construction services (excluding
the Middle East).


CD&R FIREFLY: S&P Assigns B Issuer Credit Rating, Outlook Neg.
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit
rating to CD&R Firefly 4 Ltd., the parent of U.K.-based petrol
station operator Motor Fuel Group. The outlook is negative.

S&P aid, "At the same time, we assigned a 'B' long-term issue
rating to the company's proposed GBP1,196 million senior secured
term loan B, which is set to be issued in two tranches, one
denominated in sterling and the other in euros. We also assigned
our 'B' long-term issue ratings to the company's proposed GBP230
million revolving credit facility (RCF) and GBP50 million letter
of credit (LC) facility, both of which rank pari passu with the
senior secured term loan. The recovery rating on each of these
instruments is '3', reflecting our expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery prospects in the event
of default.

"We also assigned a 'CCC+' issue rating to the proposed GBP285
million second-lien loan, with a recovery rating of '6',
reflecting our expectation of negligible (0-10%; rounded
estimate: 0) recovery in a default.

"The ratings are subject to the successful issuance of the term
loan facilities, the RCF, the LC facility, and the second-lien
facility, and our review of the final documentation. If S&P
Global Ratings does not receive the final documentation within a
reasonable time frame, or if the final documentation departs from
the materials we have already reviewed, we reserve the right to
withdraw or revise our ratings.

"Our rating on CD&R Firefly 4 Ltd. reflects our opinion of the
group's modest scale, albeit with a leading position among
independent petrol station operators in the U.K., with 929 sites.
The group benefits from a cash-generative portfolio of petrol
stations held on a significant freehold land estate that
represents about 90% of the portfolio. The rating also reflects
our forecast that the proposed refinancing transaction will leave
the group with a highly leveraged capital structure, with S&P
Global Ratings-adjusted debt-to-EBITDA of 7.4x in 2018 on a pro
forma basis.

"We consider that, while the acquisition of MRH will double the
size of the group with a pro forma EBITDA of about GBP200 million
in 2018 (excluding  synergies and restructuring costs), and
support its purchasing terms, MFG's operations are relatively
modest in scale, in particular compared with its main peer EG
Group Ltd. (B/Negative/--). The U.K. forecourts industry is
highly competitive and fragmented, and the retail fuel margin is
among the lowest in Europe. MFG is exposed to underlying fuel
price fluctuations and traffic volumes, with approximately two-
thirds of the combined group's profits generated from reselling
fuel. At the same time, we consider the relatively underdeveloped
nonfuel business as an inherent opportunity for future growth
through additional retail and food-to-go offerings.

"We see as positive the specifics of MFG and MRH's franchise
business, in which they own the stations and operate the fuel
activity, while the franchisee operates and manages the on-site
retail activity. This model reduces the group's operating
leverage. At the same time, the group closely monitors the
franchisee's ability to meet its target. We also take into
account our view of the significant predictability of cash flows,
supported by resilient fuel margin over the cycle and the flat
fee paid by the franchisees.

"We see increasing fuel efficiency and the rising proportion of
hybrid and electric cars as a longer-term threat to fuel station
operators. This could likely result in reduced traffic at MFG's
sites, given lower needs to refuel and alternative and competing
methods of charging infrastructure for electric cars--for
example, charging in private homes, public parking lots, or other
general facilities. However, in the short to medium term, we
don't expect alternative-fuel vehicles to have much impact on the
group, due to the vehicles' relative cost and the speed of
manufacturing, consumer uptake, and challenges relating to the
necessary charging infrastructure.

"After the transaction, we forecast MFG will maintain a highly
leveraged capital structure, with adjusted debt to EBITDA of 7.4x
in 2018 on a pro forma basis. Our adjusted calculation excludes
about GBP305 million of shareholder loans provided by the
financial sponsor, CD&R, which we treat as equity. We anticipate
substantial deleveraging to about 6.8x in 2019 and 6.1x in 2020.
This is supported by the group's planned rollout of food-to-go
offerings, meaningful synergies, and our expectation of lower
exceptional costs from 2020. We also anticipate that the group's
sound free operating cash flow (FOCF) generation will be applied
to debt reduction through a cash flow sweep mechanism.

"We see relatively low integration risks, given that the two
companies operate in the same market with the same business
model, and MFG having a track record of successful (albeit
smaller) acquisitions. That being said, we believe execution will
be key for the group to deleverage in line with our expectations.
In particular, we expect the group to successfully roll out MFG's
information technology (IT) system onto MRH sites without any
business disruption, align the terms of the contracts with fuel
suppliers and retail partners in a timely manner, and deliver
cost synergies of about GBP25 million and working capital
synergies of about GBP22 million by 2020.

"We anticipate that management would focus on consolidating this
acquisition over the next couple of years. Given minimal ratings
headroom under the credit metrics, further large acquisition or
shareholder remuneration could raise downside risk that the
deleveraging and cash flow generation expectations do not
materialize."

The negative outlook reflects MFG's high leverage post-
transaction, which leaves minimal headroom under the current
rating to withstand any unexpected operating weakness, including
a shortfall in fuel margins or volume, or business disruption
from the integration of MRH. Although S&P believes that
integration risk is limited, execution will be key for the group
to deliver the anticipated synergies and deleverage in line with
its expectations, from a ratio of S&P Global Ratings-adjusted
debt to EBITDA of 7.4x in 2018 pro forma of the acquisition.

S&P said, "We could revise the outlook to stable over the next 12
months if the group deleverages sustainably below 7.0x on the
back of strong reported FOCF. This could arise if the group
soundly executes its acquisition integration without further
additional acquisitions.

"We could lower the rating if our adjusted debt to EBITDA remains
persistently higher than 7.0x over 2019, or if reported FOCF
turns negative and liquidity weakens. This could arise if, for
example, the group experiences unexpected setbacks in
acquisition-related integration, synergies realization, or
earnings shortfall derived from unexpected fuel volume and margin
fluctuation. This could also arise if the group undertakes
further debt-funded opportunistic acquisitions or shareholder
remuneration."


CD&R FIREFLY: Moody's Assigns B2 CFR, Rates Senior Facilities B1
----------------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of B2 and a B2-PD probability of default rating (PDR) to
CD&R Firefly 4 Limited, the ultimate parent of the Motor Fuel
Group of companies.

Concurrently, Moody's has assigned a B1 rating (LGD 3) to the GBP
1,196 million senior secured facilities maturing in 2025 as well
as to the GBP 230 million Revolving Credit Facility (RCF) and to
the GBP 50 million Letter of Credit Facility both due in 2024.
The GBP 285 million second lien loan maturing in 2026 has been
assigned a Caa1 rating (LGD 6). The borrower of all facilities is
CD&R Firefly Bidco Limited (UK). The outlook on all ratings is
stable.

The first lien and second lien loan package together with a GBP
220 million equity injection will be used to refinance existing
debt and to fund the agreed acquisition of LSF9 Robin Investments
Limited ('MRH'), the UK largest independent fuel forecourt
operator by number of sites.

"The B2 rating reflects MFG's material leverage coupled with
execution risks linked to the scale of the acquisition and
delivery of the synergies", says David Beadle, a Moody's Senior
Credit Officer and lead analyst for MFG. "However, the business
has strong cash flow dynamics and we acknowledge that management
has significant experience operating on a leveraged basis in a
market they know very well, and an excellent track record for
successfully integrating historic acquisitions", he added.

RATINGS RATIONALE

The predominantly debt funded nature of the transaction will
result in Moody's-adjusted leverage of 6.5x on a pro-forma basis,
including synergies, or 7.2x before taking account of these. This
is high for the rating category and, together with execution
risks, means that the company is weakly positioned in the B2
rating category. The non-amortising profile of the debt structure
implies that deleveraging will take time and will be mainly
driven by earnings growth. As such, Moody's believes MFG will
have very limited room for underperformance in the B2 rating
category and the successful delivery of expected synergies will
be an important component of the stable outlook.

More positively, Moody's notes MFG operates in an industry with
stable to positive dynamics and its company owned-franchise
operated (COFO) business model means the company enjoys
predictable income streams. Moreover, the rating agency
recognises that MFG management successfully integrated past
acquisitions and that MRH is a well-established stable business,
with the same operating model. Both businesses have good track
records of profitable growth, well-invested assets, and strong
underlying cash flow dynamics, which Moody's believes will
continue.

The B2 CFR reflects: (i) MFG's leading market positions as the
largest fuel forecourt operator in the UK; (ii) enhanced
bargaining power with suppliers and opportunities to employ best
practices group-wide driven by increased scale; (iii) exposure to
broadly stable fuel demand patterns and supportive long-term
trends towards convenience offerings; (iv) well invested
predominantly freehold estate in attractive locations; (v) highly
cash generative business model given structurally negative
working capital.

MFG's B2 CFR also reflects: (i) the company's inherently low
profit margins associated with fuel retail operations; (ii) high
Moody's-adjusted gross leverage; (iii) some execution risk
associated with the scale of the MRH acquisition and ongoing
event risk.

Moody's views MFG's liquidity as good. The rating agency expects
the company to generate meaningful positive free cash flow over
the next 12-18 months. Liquidity is further supported by the
Moody's expectation of ongoing full availability under the GBP
230 million RCF which will be fully sufficient to cover intra-
quarter working capital needs. The RCF has only one springing
maintenance covenant based on net senior secured leverage, tested
only when drawn by more than 40% and against which MFG is
expected to maintain sizeable headroom. The first lien and second
lien term debt is cov-lite.

RATING OUTLOOK

The stable outlook reflects Moody's view that underlying fuel
volumes and margins will remain stable. The group's financial
performance is expected to improve over time driven by
opportunities of expansion in the convenience retail and Food-to-
Go activities as well as MRH's high quality network contribution
combined with MFG cost discipline.

While unlikely in the short to medium term, the ratings could
experience upward pressure if the company achieves sustainable
earnings growth, leading to a Moodys-adjusted gross leverage
sustainably below 5.5x.

On the other hand, negative pressure could be exerted on MFG's
ratings if operating performance were to deteriorate, causing
Moody's-adjusted gross leverage to remain above 6.5x on a
sustained basis; or if free cash flow were to turn negative for
an extended period; or in case of a weaker than expected
liquidity.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in St Albans, UK, MFG was founded in 2002 by two
individuals, who started with 27 sites. Since then, the company
has grown through a combination of transformative and bolt-on
acquisitions as well as solid organic performance. Ahead of the
MRH acquisition the company is the second largest independent
motor-fuel forecourt operator in the UK, operating 438 sites
under the brands of BP p.l.c. (A1 positive), Royal Dutch Shell
Plc (Shell, Aa2 stable), Chevron Corporation (Texaco, Aa2
stable), Exxon Mobil Corporation (Esso, Aaa stable) and Jet fuel
brands. The company has been majority owned by funds managed by
private equity firm Clayton Dubilier & Rice (CD&R) since 2015 and
reported an operating profit of GBP68 million for the fiscal year
ending December 2017.

In February 2018 MFG announced the acquisition of the UK's
largest independent motor-fuel forecourt operator MRH. In the
fiscal year ending September 2017 the company had 491 sites and
reported operating profit of GBP70 million. Like MFG, MRH retails
fuel under a number of brands, predominantly Esso and BP.

The combined business will be the leading fuel forecourt operator
in the UK by number of sites (929), and has two main segments:
fuel and retail. Like most of the large independent forecourts,
both MFG and MRH operate through a COFO model in which they own
the real estate and control the fuel activity, while the
franchisee operates and manages the on-site retail activity under
brands chosen and managed by the company. MFG has retail
partnerships with Booker (now part of Tesco plc, Ba1 stable) via
its Londis and Budgens brands, while MRH retails under its own
brand, Hursts, and under the SPAR brand. Both businesses have
relationships with Costa Coffee and Subway.


===================
U Z B E K I S T A N
===================


KAPITALBANK: S&P Affirms 'CCC+/C' ICRs, Outlook Positive
--------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+/C' long- and short-term
issuer credit ratings on Uzbekistan-based Kapitalbank and removed
all ratings from CreditWatch with negative implications, where it
had placed them on Nov. 1, 2017. The outlook is positive.

The rating action reflects the recovery of Kapitalbank's capital
adequacy (CAR) ratio to the minimum level set by the regulator
after a seven-month breach of this requirement. The reported CAR
now stands only 10 basis points above the minimum requirement,
which we view as a narrow margin. The bank is therefore still
vulnerable and dependent upon favorable business, financial, and
economic conditions to meet its financial commitments. The very
low regulatory capital buffer leaves limited capacity to absorb
unexpected credit losses (for example, if a few of the largest
borrowers underperform) and foreign currency losses (as a result
of local currency depreciation, which is not our base case).

S&P said, "Since our last research update on Jan. 30, 2018,
Kapitalbank has raised its CAR to 12.6% as of April 1, 2018, from
10.6% on Jan. 1, 2018 (the minimum is 12.5%). The improvement was
due to significant retained earnings (including significant one-
off profit in the first quarter of 2018) and revaluation of fixed
assets. We note that a significant part of total capital is
immobilized, with the book value of the bank's premises and other
buildings forming around 42% of total equity on April 1, 2018. We
believe the value of this real estate may be uncertain and vary,
which could result in capital volatility.

"We understand that management has specific plan for 2018 to
further improve its capital. While we view positively the
presence of clearly defined measures to increase regulatory
capitalization, any ratings upgrade will depend on the successful
and timely implementation of the plan. Finally, we note that the
minimum CAR set by the regulator will increase to 13% in 2019,
putting additional pressure on Kapitalbank.

"The positive outlook on Kapitalbank stems from our view that the
bank will likely continue building its regulatory capital buffer
over the next 12-18 months, assuming an absence of significant
unexpected credit or foreign currency losses.

"We would consider a positive rating action if we saw sufficient
capital build-up and a remote risk of Kapitalbank violating the
regulatory CAR. A positive rating action would also require proof
that the bank was able to deal with credit and foreign currency
risks, while minimizing the share of foreign currency deposits so
that they were close to the system average.

"A negative rating action could follow if we observed that the
bank was not able to comply with regulatory CAR requirements. In
particular, this might result from an unexpected local currency
devaluation, triggering increasing foreign currency mismatch on
the bank's balance sheet and potential difficulty entering into
foreign currency swap agreements to hedge currency risks. A
negative rating action is also possible if we envision specific
default scenarios over the next 12 months."


UZBEKINVEST: Moody's Downgrades IFSR to B1, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength rating (IFSR) of Uzbekinvest a.s. to B1 from Ba3. The
rating outlook is stable.

Uzbekinvest is 100% owned by the Republic of Uzbekistan (83.3%
via direct shareholding and 16.7% through the state owned
National Bank of Uzbekistan (LT local-currency bank deposits B1
stable, BCA b3)). Uzbekinvest is the main insurance operating
entity of the Uzbekinvest group, and the parent company of (i)
the UK-based political risk underwriter, Uzbekinvest
International Insurance Company Ltd (UIIC); and (ii) the group's
life insurance company, Uzbekinvest Hayot.

RATINGS RATIONALE

The downgrade of Uzbekinvest's IFSR to B1 reflects some
weaknesses in the company's corporate governance and risk
management which, in Moody's view, limit its independent and
adequate oversight over its large investment portfolio managed
abroad and could be detrimental to the company's financial
performance in the long term.

Uzbekinvest's investment portfolio held abroad by its UK
subsidiary UIIC accounted for 46% of the total invested assets at
the end 2016. This portfolio is managed by Falcon Private Wealth
Limited (UK) , a wholly-owned subsidiary of Swiss Falcon Private
Bank Ltd (unrated), which in recent years has been scrutinized by
regulators from different countries, rising concerns about the
management of this portfolio.

At the same time, the IFSR B1 will remain supported by (1) the
group's strong position in domestic insurance; (2) its ownership
by the State and the State guarantee of export-credit risks
provides it with a competitive advantage; and (3) its good
capitalization in relation to insurance risks.

According to Moody's, Uzbekinvest's IFSR B1 is now consistent
with the ratings of large government owned Uzbek banks and also
reflects the group's concentration in a single and relatively
small Uzbek market with high exposure to B rated local banks.

STABLE OUTLOOK

The stable outlook underpins Moody's expectation that the group
will maintain strong capitalisation levels relative to insurance
risk. The stable outlook also reflects the stability of
Uzbekistan's macroeconomic environment and is also consistent
with the stable outlook on the Uzbek banking system, to which the
company has a significant exposure via its local investments
portfolio.

WHAT COULD MOVE THE RATINGS UP/DOWN

Any upward rating pressure may arise from (1) material
improvements in the local economic environment, (2) strengthening
of the company's corporate governance and risk management
practices related to its investment portfolio managed abroad.
Conversely, the rating may experience downward pressure from: (1)
a significant deterioration in the economic environment in
Uzbekistan (2) a material deterioration in Uzbekinvest operating
performance and capitalisation.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Global Property and
Casualty Insurers published in May 2017, and Government-Related
Issuers published in August 2017.



                            *********

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,
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Editors.

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

This material is copyrighted and any commercial use, resale or
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                 * * * End of Transmission * * *