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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

          Thursday, May 17, 2018, Vol. 19, No. 097


                            Headlines


G E R M A N Y

KUBLER & NIETHAMMER: Exits Insolvency Proceedings
SGL CARBON: Moody's Hikes CFR to B3 & Alters Outlook to Stable


I R E L A N D

IRISH NATIONWIDE: Inquiry Into Collapse Faces Major Roadblock


I T A L Y

MONTE DEI PASCHI: Commences Talks with Investors on Notes Sale


L A T V I A

BALTIC DAIRY: Bauska Court Applies for Company's Insolvency


L U X E M B O U R G

GALILEO GLOBAL: Moody's Affirms B2 CFR, Outlook Stable
MILLICOM INTERNATIONAL: Fitch Affirms IDRs at BB+, Outlook Stable
UNIGEL LUXEMBOURG: Fitch Rates USD200MM Sr. Sec. Notes 'B+(EXP)'


P O R T U G A L

* DBRS Takes Rating Actions on 16 Tranches From 13 EUR Deals


R U S S I A

O1 PROPERTIES: Moody's Lowers CFR to B3 Following Default
UC RUSAL: Reports Higher First Quarter Net Profit


U N I T E D   K I N G D O M

AMPHORA INTERMEDIATE: Moody's Assigns B2 CFR, Outlook Stable
CARILLION PLC: Financial Reporting Council's Probe Ongoing
GAMESEEKER LIMITED: Placed Into Voluntary Liquidation
RIBBON FINANCE 2018: DBRS Assigns Prov. BB Rating to Cl. G Notes
SPIRIT ISSUER: Fitch Cuts Rating on Notes to BB, Outlook Negative

STV: Closes Loss-Making STV2 as Part of Group-Wide Restructure
TOYS R US: No Interest in Acquiring Outlets in France, Spain
ZPG PLC: S&P Places BB- ICR on Watch Neg. on Silver Lake Takeover


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G E R M A N Y
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KUBLER & NIETHAMMER: Exits Insolvency Proceedings
-------------------------------------------------
EUWID Pulp and Paper reports that Kubler & Niethammer
Papierfabrik Kriebstein (K&N Paper) has emerged from the
insolvency proceedings to become a part of the Premium Pulp &
Paper group. The shareholders of Kabel Premium Pulp & Paper have
reportedly injected a substantial amount of capital to put the
insolvent K&N Paper back on a solid foundation, the report says.
Insolvency proceedings were closed in April 2018 upon successful
conclusion of a restructuring plan, the company explained.

According to EUWID, companies of the group will cooperate in the
areas of sales, energy, purchasing and R&D. Publication paper
such as LWC and improved newsprint made by K&N Paper is to be
distributed by Kabel while speciality paper grades will be sold
through a separate technical marketing division, the report
notes.

The company's speciality papers portfolio includes wet-strength
labels, backer paper, book-printing paper and digital printing
paper. A new grade of wet-strength label paper suited made from
100% recycled fibre suited for food applications is reportedly in
the launch phase.

At the end of April, K&N Paper has appointed Michael Boschert as
new CEO effective June 1, 2018 EUWID discloses.  Mr. Boschert
comes from the Koehler Group where he headed up the Kehl site.
His focus in the coming years would be to develop and strengthen
the strategic positioning of K&N Paper as a speciality paper
manufacturer, the company explained, the report relates.

As reported in the Troubled Company Reporter-Europe on March 21,
2017, EUWID said the Chemnitz District Court has opened
preliminary insolvency proceedings upon Kubler & Niethammer
Papierfabrik Kriebstein (K&N Paper). Production operations at the
mill, e.g. production of recycled lightweight coated (LWC)
magazine paper and white-top coated testliner are continuing and
customers' supplies are reportedly not affected. However, the
company's diversification process towards label paper has come to
a halt due to financial issues.


SGL CARBON: Moody's Hikes CFR to B3 & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating (CFR) of SGL Carbon SE (SGL) to B3 from Caa1 and its
probability of default rating (PDR) to B3-PD from Caa1-PD.
Concurrently, Moody's revised the outlook on all ratings to
stable from positive.

RATINGS RATIONALE

Moody's rating action reflects the material deleveraging achieved
by SGL in the past eighteen months, as it successfully completed
the strategic realignment of its business portfolio in Q4 2017.
The substantial cash proceeds of EUR523 million raised from the
divestment of the Performance Products (PP) business unit has
enabled SGL to repay a total of EUR490 million of straight and
convertible bonds since the end of October 2017. Moody's
estimates that adjusted total and net debt to EBITDA declined to
6.9x and 5.5x at the end of March 2018, compared to 13.3x and
9.6x at year-end 2016.

While the sale of the PP business reduces the scale and diversity
of SGL's revenue base, this removes significant exposure to the
cyclical steel industry and allows the group to exclusively focus
on its Composites - Fibers & Materials (CFM) and Graphite
Materials & Systems (GMS) businesses, which enjoy better earnings
quality and growth prospects.

SGL decided to focus on its core expertise in carbon fibers and
specialty graphites in order to take advantage of the above-
average growth conditions prevailing in many of the end-markets
served by the CFM and GMS operations, including automotive,
aerospace, energy and digitization.

Concurrently, SGL bought out Benteler's and Bayerische Motoren
Werke Aktiengesellschaft (BMW, A1 stable) interests in the
respective Benteler SGL and SGL Automotive Carbon Fibers (SGL
ACF) joint ventures in order to consolidate all key activities
along the value chains of its CFM and GMS businesses, from carbon
fibers and raw materials through to finished components. This
required SGL to make aggregate cash payments of EUR56 million and
consolidate additional liabilities of EUR144 million (including
debt of EUR92 million and a EUR52 million future purchase price
liability, both owed to BMW and falling due in 2020).

Overall, following the EUR180 million rights issue completed in
December 2016, with the full support of the company's two largest
shareholders, namely SKion (the investment company held by
Susanne Klatten) and BMW with respective stakes of approximately
28.5% and 18.4%, this strategic realignment enabled SGL to
further shore up its capital structure and reduce financial
leverage. In the 15 months to March 2018, SGL's funded net debt
has more than halved to EUR200 million v. EUR440 million at year-
end 2016.

Nevertheless, Moody's notes that in 2017, SGL generated negative
free cash flow (FCF) of EUR126 million from its continuing
operations. On a Moody's adjusted basis, while funds from
operations (FFO) of EUR56 million were constrained by higher
interest and restructuring charges, FCF was further impacted by a
large working capital outflow of 103 million and increased capex
of EUR79 million.

Looking ahead, in addition to the effect from the first-time
consolidation of the former joint ventures with BMW and Benteler,
SGL's operating profit and cash flow should benefit from a mid to
high single digit organic revenue growth rate in parallel with
some margin uplift driven by operating leverage benefits and the
implementation of Project CORE aimed at achieving overall cost
benefits of around EUR25 million by the end of 2018 compared to
2015; more than 75% of the savings had already been achieved on a
run-rate basis at the end of 2017. Overall, Moody's expects
adjusted EBITDA to grow in high single digits in 2018 v. 2017.

In the meantime, as the ongoing execution of several growth
projects is likely to keep group capex above the level of
depreciation, Moody's expects SGL to be mildly FCF negative in
2018-19. However, the shortfall should be offset by a net cash
inflow from acquisitions and disposals, including the balance of
the proceeds from the sale of the PP business of EUR62 million
and a EUR23 million payment made in relation to the acquisition
of BMW's interest in the SGL ACF joint venture in Q1 2018.
Further ahead, Moody's expects that growing operating profit and
normalisation of capex will allow SGL to be FCF neutral to
positive.

The stable outlook reflects Moody's expectations that in the
context of improving operating profitability, SGL will keep debt
levels largely stable in the next 12-18 months compared to the
end of Q1 2018, when adjusted total and net debt amounted to
EUR823 million and EUR658 million (including adjustments for
pension obligations, operating leases and future purchase price
liability of EUR285 million, EUR100 million and EUR52 million
accordingly). This should leave SGL's adjusted total debt and net
debt to EBITDA metrics close to 7.0x and 5.5x at year-end 2018,
prior to trending further down, in Moody's view towards 6.0x and
5.0x during 2019.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings could be upgraded should SGL returns to positive FCF
in a more sustainable manner, supporting further decrease in
leverage with Moody's-adjusted total debt to EBITDA falling
towards 5.0x, while maintaining adequate liquidity.

Downward ratings pressure could occur if (1) SGL fails to grow
its earnings and return to positive FCF despite a normalisation
of capex towards depreciation levels; (2) its liquidity
deteriorates, as it continues to generate negative FCF; and (3)
SGL's Moody's-adjusted total debt to EBITDA ratio rise again
above 7x for a prolonged period of time. However, the relatively
high tolerance for leverage for the B3 rating should be
considered in the context of the material cash balances held by
SGL (EUR165 million as at the end of Q1 2018) and large pension-
related adjustment, which accounts for around one third of
adjusted total debt.

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

Headquartered in Wiesbaden, Germany, SGL Carbon SE is one of the
world's leading manufacturers of carbon-based products. Its
comprehensive portfolio ranges from carbon and graphite products
to carbon fibers and composites. The company operates through two
business units of Composites-Fibers & Materials (39% of 2017
sales) and Graphite Materials & Systems (61% of 2017 sales). In
2017, SGL reported EBITDA before non-recurring items of EUR91
million on sales revenue of EUR860 million.


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I R E L A N D
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IRISH NATIONWIDE: Inquiry Into Collapse Faces Major Roadblock
-------------------------------------------------------------
The Irish Times reports that the inquiry into Irish Nationwide
Building Society has run into a major roadblock.  Surprisingly,
given that the process was put in place by the Central Bank of
Ireland, the issue relates to one of its own, The Irish Times
relates.

Con Horan was prudential director at the financial regulator and,
prior to that, head of banking supervision, The Irish Times
discloses.  It was on his watch that the events under
investigation at the building society run by Michael Fingleton --
which eventually led to its collapse -- took place, The Irish
Times notes.

It emerges that he has been baulking at appearing before the
inquiry, citing variously his "negative" experience as a witness
before a separate Oireachtas banking inquiry, and what he says is
his current status as a UK resident employee of the European
Banking Authority, The Irish Times relays.

He is also on holiday -- even though he would have been on clear
notice that he was due before the inquiry, according to The Irish
Times.

The INBS inquiry was set up in July 2015 following an
investigation by the Central Bank into INBS stretching back to
2010, The Irish Times recounts.  Mr. Horan was a senior executive
of the Central Bank for all that period, although he was seconded
to the European Banking Authority (EBA) from 2011, The Irish
Times states.  He was due to return to the Irish regulator at the
end of 2014 but his European secondment was extended, The Irish
Times says.

He then resigned from the Central Bank in April 2017, and remains
a staff member of the EBA, according to The Irish Times.


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I T A L Y
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MONTE DEI PASCHI: Commences Talks with Investors on Notes Sale
--------------------------------------------------------------
Sonia Sirletti and Luca Casiraghi at Bloomberg News report that
Banca Monte dei Paschi di Siena SpA has started informal talks
with Italian and international investors to sell some of the
least risky notes packaged in Europe's biggest bad-debt
securitization.

According to Bloomberg, people with knowledge of the matter said
advisers led by Mediobanca SpA are sounding out potential buyers
for a portion of the EUR2.9 billion (US$3.4 billion) of senior
notes, which are backed by an Italian state guarantee.  They said
banks' treasuries, insurers, pension funds and investment firms
specialized in asset-backed securities are being targeted,
Bloomberg notes.

The people said a formal sale process will start in the next few
weeks after the state guarantee is received, Bloomberg relates.

Chief Executive Officer Marco Morelli has worked for almost two
years to arrange the EUR24.1-billion securitization of non-
performing loans, a transaction that aims to restore confidence
to a bank that was rescued by the Italian state last year,
Bloomberg discloses.  The Siena-based bank recently applied for
the guarantee for the senior portion, dubbed GACS, after getting
an investment-grade rating, and expects to obtain it within five
weeks, according to Bloomberg.

As Italy tackles the mountain of soured debt burdening its
financial system, banks are able to bundle their bad loans into
securities for sale, while a state guarantee can make the least
risky portions more appealing to investors, Bloomberg says.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

In February 2017, Italy's lower house of parliament approved a
government bid to increase public debt by up to EUR20 billion
(about US$21.3 billion) to fund a rescue package for Monte dei
Paschi di Siena (MPS) and other ailing banks.  The move comes
after the European Union approved in December 2016 the Italian
government's move to rescue MPS, the country's third- largest
lender and the world's oldest bank.


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L A T V I A
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BALTIC DAIRY: Bauska Court Applies for Company's Insolvency
-----------------------------------------------------------
SIA Baltic Dairy Board said that on May 9, 2018, the Zemgale
District Court in Bauska has filed an application for insolvency
of Z/S "Jumis" to Baltic Dairy.

SIA Baltic Dairy Board confirmed the existence of the debt,
however, due to the restructuring of the Company's production, as
by 2018 the Company concentrates its activities/production on the
biotechnology product, i.e. the production of a variety of GOS
(galacto-oligosaccharides) in the form of syrup and powder, there
is currently a limited ability to pay to creditors.

The regulatory framework of the Latvian legislation envisages
legal instruments for the restoration of the solvency of
financially distressed entities, and the Board of the Company is
currently actively working on the implementation of a set of
legal measures, including economic, organizational and
technological measures aimed at restoring the Company's ability
to meet its obligations in full.

In addition, the Board of the Company informs that the
implementation of the legal protection process is also
contemplated in the event that the measures implemented will not
provide the expected results for the restoration of solvency and
the Board will decide on the need for long-term measures to
stabilize the financial situation by comparing the interests of
the Company and creditors and applying the legal protection
procedures specified in the Insolvency Law.


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L U X E M B O U R G
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GALILEO GLOBAL: Moody's Affirms B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) for Galileo Global Education Finance S.a r.l., an
international schools group offering tertiary private education
across 36 brands predominantly in France, Italy, Cyprus and
Mexico. The rating agency has concurrently affirmed the B2-PD
Probability of Default Rating (PDR) and B2 instrument ratings for
the EUR 465 million seven-year senior secured term loan, to be
increased by EUR 70 million, and the EUR 87.5 million senior
secured revolving credit facility (RCF). The outlook for the
ratings remains stable.

The proceeds from the proposed incremental facility will be used
to fund a dividend to shareholders, further to Providence Equity
Partners' re-commitment to a long-term hold in the group.
Providence now holds 80% stake in the group as Tethys Invest, a
French investment fund, acquired a 20% minority stake in Galileo
in April 2018.

Moody's rating action reflects the following drivers:

  - Galileo's leverage, as measured by Moody's-adjusted
debt/EBITDA, remains relatively high at 5.9x based on the last
twelve months ended December 31, 2017 pro forma for the
acquisitions completed in 2017, and the acquisition of Comptalia,
a French online accounting course provider, completed in April
2018, as well as pro forma for the additional debt.

  - Moody's expects that the group will reduce leverage to around
5.5x in the next 12-18 months on the back of sound organic growth
and continued EBITDA improvements.

  - The acquisition of Comptalia enhances the group's online
presence and widens the group's customer base to working adults
in Europe.

RATINGS RATIONALE

Unaudited Q1 2018 results show sound de-leveraging since the
closing of the 2017 transaction, driven by strong EBITDA growth.
As such, the re-leveraging resulting from the proposed
transaction remains within scope of the B2 rating, particularly
as de-leveraging trends remain solid in Moody's assumptions.

The Comptalia acquisition provides a good strategic fit given the
group's limited online presence in Europe and will allow the use
of know-how existing at Comptalia to expand the existing
curriculum in certain schools to contain more online courses.

The B2 corporate family rating (CFR) is supported by its (1)
position as one of the largest European private-pay higher
education companies with a focus on France and Italy, (2) track-
record of both successful organic growth and acquisition
integration, (3) some barriers to entry through regulation and
brand reputation, and (4) strong revenue visibility from
committed student enrolments.

Conversely, Galileo's rating is constrained by (1) relatively
high Moody's-adjusted debt/EBITDA of 5.9x for 2017, pro-forma for
the acquisition of Comptalia and the EUR70 million shareholder
distribution funded by debt, (2) exposure to the highly
competitive and fragmented higher education market, (3) reliance
on its academic reputation, brand quality and the requirement to
operate in a highly regulated environment, and (4) continued
investment required to integrate acquired schools, increase
capacity and obtain accreditations.

Liquidity Profile

Moody's considers Galileo's liquidity as good. Following the
transaction and pro-forma at March 2018, Moody's expects the
company to have EUR30 million of cash on the balance sheet and
access to the fully undrawn committed EUR87.5 million RCF due
2023. There is one net total leverage maintenance covenant,
tested quarterly, under which Moody's expects the company to
retain sufficient headroom.

While Moody's also expects Galileo to generate positive free cash
flow on an annual basis, its cash flow profile is seasonal,
heavily influenced by the traditional academic year. The large
majority of revenue is from tuition fees and cash inflows are
therefore at their highest in the summer months, prior to the
commencement of the school year, as the company collects tuition
fees in advance of the relevant term of the academic year. This
also means that the company tends to record an annual working
capital inflow in years of enrolment growth and vice versa.

Structural considerations

The capital structure includes a EUR535 million seven-year senior
secured term loan B (EUR465 million plus EUR70 million add-on)
and a EUR87.5 million senior secured revolving credit facility
(RCF), which rank pari passu. Accordingly, the B2 instrument
rating is aligned with the CFR. The facilities are guaranteed by
the company's subsidiaries and benefit from a guarantor coverage
test of not less than 80% of the group's consolidated EBITDA. The
security collateral includes shares, bank accounts and
intercompany receivables.

Rating Outlook

The stable rating outlook reflects Moody's expectation that
Galileo will continue to grow organically with positive free cash
flow generation, thereby enabling a deleveraging path, albeit
potentially constrained by further debt-funded acquisitions
and/or shareholder distributions.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could develop over time if
adjusted debt-to-EBITDA declines and is sustained well below 5.0x
and free cash flow to debt improves above 5% while maintaining an
adequate liquidity profile.

Downward pressure on the ratings could arise if earnings weaken
such that adjusted debt-to-EBITDA increases towards 6.0x, or if
free cash flow or the liquidity profile weakens. A continuation
of the historical aggressive debt-funded acquisitive growth
strategy could also put negative pressure on outlook and ratings.

LIST OF AFFECTED RATINGS

Issuer: Galileo Global Education Finance S.a r.l.

Affirmations:

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Outlook, Remains Stable

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

CORPORATE PROFILE

Galileo Global Education Finance S.Ö r.l. is an international
schools group offering tertiary private education across 36
brands predominantly in France, Italy, Cyprus, Mexico and
Germany. Founded in 2011, the group acquired schools and pro-
forma for the acquisition of the Laureate assets teaches over
84,000 private-pay students aged over 18 years as of March 2018.
Galileo is 80% owned by Providence Private Equity, who has
invested equity in consecutive transactions since the inception
of the company in 2011 to support the company's growth through
capacity extensions and acquisitions. Tethys Invest has recently
acquired a 20% minority stake in the business. In the fiscal year
ending December 2017, the group reported EUR377 million of
revenue.


MILLICOM INTERNATIONAL: Fitch Affirms IDRs at BB+, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) of Millicom International
Cellular, S.A. (MIC) at 'BB+' with a Stable Outlook. Fitch has
also affirmed MIC's senior unsecured debt at 'BB+.'

MIC's ratings reflect the company's geographic diversification,
strong brand recognition and network quality, all of which
contributed to leading positions in key markets, a strong
subscriber base, and solid operating cash flow generation. In
addition, the rapid uptake in subscriber data usage and MIC's
ongoing expansion into the underpenetrated fixed-line services
bode well for medium to long-term revenue growth. MIC's ratings
are tempered, despite the company's diversification benefits, by
the issuer's presence in countries in Latin America and Africa
with low sovereign ratings and low GDP per capita. The
operational environment in these regions, in terms of political
and regulatory stability and economic conditions, tends to be
more volatile than in developed markets.

The ratings reflect Millicom's improving financial profile as the
company continues to implement its strategy to phase out legacy
services in favour of underpenetrated data and content services.
The company's strategy to divest assets in low return countries
and reinvest in higher-return markets is also viewed positively.
Fitch expects the company's leverage, as measured by adjusted
consolidated net debt to EBITDA, will continue trending towards
2.0x in the short to medium term. The ratings also reflect the
recent closing of an investigation by the U.S. Department of
Justice (DOJ) that was related to potential improper payments
made on behalf of Millicom's joint venture in Guatemala, Comcel
Trust. The company originally self-reported to U.S. and Swedish
authorities potential improper payments in October 2015.

Fitch views Millicom's recent consent solicitation announcement
as credit neutral. The company is looking to introduce a
restricted and unrestricted subsidiary mechanic into the notes
indenture of their USD500 million notes due 2025 and USD500
million notes due 2028. Fitch's view is based on no immediate
plans for the company to reclassify any existing subsidiary.

KEY RATING DRIVERS

Strong Market Positions: Fitch expects MIC's strong market
position to remain intact, supported by network quality and
extensive coverage, strong brand recognition and growing fixed-
line home operations (cable and broadband). These qualities,
exhibited across well-diversified operational geographies, should
enable the company to continue to support stable cash flow
generation and growth opportunities in underpenetrated data and
cable segments. As of Dec. 31, 2017, the company maintained
competitive market positions in its key mobile markets of
Guatemala, Colombia, Paraguay, Honduras, Bolivia, and El
Salvador.

Stable Performance: Fitch forecasts MIC's EBITDA generation to
remain stable at about USD2.2 billion in 2018, followed by modest
growth over the medium term driven by increasing penetration of
mobile data and fixed-line services. During 2017, the company's
like-for-like organic revenues increased 0.8% compared to 2016
levels; reported revenues declined 3.6% due to the impact of
asset disposals. Millicom's EBITDA margin continued to benefit
from lower corporate and general and administrative costs and
improved to 36.4%, up from 34.5% in 2016.

Solid Financial Profile: Fitch forecasts MIC's leverage profile
to remain strong over the medium term, in the absence of
aggressive shareholder pay-outs, backed by stable cash flow
generation. MIC's adjusted consolidated net leverage improved to
2.2x in 2017, from 2.5x in 2016. Its net leverage, based on the
proportionate consolidation, remained flat in 2017 at 2.1x when
compared to 2016. Based on Fitch's forecast for resumed modest
EBITDA expansion over the medium term, the company's adjusted
consolidated net leverage is forecast to remain below 2.5x, with
its proportionate net leverage remaining close to 2.0x.

Diversifying Revenue Mix: MIC's growth strategy will be
increasingly centered on mobile data and fixed line home services
(cable and broadband) as the company seeks to alleviate pressure
on declining voice and SMS revenue. MIC's business-to-customer
mobile data and home segments represented 42% of total revenue
during 2017, up from 36% and 30% during 2016 and 2015,
respectively. Fitch expects this trend to continue over the
medium term, supported by increasing mobile data penetration and
the accelerated expansion of MIC's cable footprint. Mobile data
penetration reached 40% as of YE17, compared to 36% at YE16 and
29.5% at YE15, supported by increased smart phone sales and 4G
subscribers.

Structural Subordination: Creditors of the holding company are
subject to structural subordination to the creditors of the
operating subsidiaries given that all cash flows are generated by
subsidiaries. As of Dec. 31, 2017, the group's consolidated gross
debt was USD5.2 billion, with 76% allocated to the operating
subsidiaries. Positively, Fitch believes that a stable and high
level of cash upstreams, through dividends and management fees
from its subsidiaries, is likely to remain intact over the long
term and will mitigate any risk stemming from this structural
weakness.

DERIVATION SUMMARY

MIC's rating is well positioned relative to regional telecom
peers in the 'BB' rating category based on a solid financial
profile, operational scale and diversification, as well as strong
positions in key markets. These strengths are offset by a high
concentration in countries with low sovereign ratings in Latin
America and Africa, which tend to have more volatile economic
environments.

MIC boasts a much stronger financial profile, compared with
diversified integrated telecom operators in the region such as
Cable & Wireless Communications Limited (BB-/Negative) and
Digicel Limited (B/Stable), supporting a higher, multi-notch
rating. MIC's leverage is moderately higher than Empresa de
Telecomunicaciones de Bogota, S.A. E.S.P. (ETB; BB+/Stable) but
benefits from a stronger business profile that has leading market
positions in multiple markets. MIC also has a stronger capital
structure and business profile than Colombia Telecomunicaciones,
S.A. E.S.P. (BB/Stable), an integrated telecom operator, and
Axtel S.A.B. de C.V. (BB-/Stable), a Mexican fixed-line operator.

KEY ASSUMPTIONS

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

  --Low-single-digit annual revenue growth in the medium term;

  --Mobile service revenue contraction to be offset by increasing
mobile data revenues over the medium term;

--Revenue contribution from mobile data and home service
operations to grow towards 55% of total revenues by 2020;

  --Home service segment to undergo double-digits revenue growth
in the short-to-medium term;

  --Annual capex, including spectrum, of USD1.1 billion over the
medium term;

  --No significant increase in shareholder distributions in the
short to medium term with annual dividend payments remaining at
USD265 million;

RATING SENSITIVITIES

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

  --Improvement in the adjusted consolidated net leverage of 2.0x
and continued on a sustained basis;

  --Increased diversification of dividends flow/consistent and
stable dividends from Colombian operations;

  --Positive rating action on sovereign countries that contribute
significant dividend flow.

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

  --Increase in adjusted consolidated net leverage toward 3.0x;

  --Sustained negative FCF generation due to
competitive/regulatory pressures;

  --Sizable M&A activities and aggressive shareholder
distributions.

LIQUIDITY

Sound Liquidity Profile: Millicom benefits from a good liquidity
position, given the company's large cash position which fully
covers short-term debt. As of Dec. 31, 2017, the consolidated
group's readily available cash was USD938 million, which
comfortably covers its short-term debt obligations of USD265
million. MIC's debt maturities are well spread with an average
life of 5.2 years. The company has a committed undrawn revolving
credit facility for USD600 million until 2022, which further
bolsters its liquidity position. Fitch does not foresee any
liquidity problem for both the operating companies and the
holding company given the operating companies' stable cash
generation and consistent cash upstreaming to the holding
company. MIC has a good record, in terms of access to capital
markets when in need of external financing, supporting liquidity
management.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Millicom International Cellular, S.A.

  --Long-term foreign currency IDR at 'BB+'; Outlook Stable;

  --Long-term local currency IDR at 'BB+'; Outlook Stable;

  --Senior unsecured debt at 'BB+'.


UNIGEL LUXEMBOURG: Fitch Rates USD200MM Sr. Sec. Notes 'B+(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned an expected 'B+(EXP)'/'RR4' rating to
Unigel Luxembourg S.A's new proposed senior secured USD200
million in bonds due 2024. The agency has also withdrawn Unigel
Luxembourg's 'B+(EXP)'/'RR4' for the previously proposed USD400
million unsecured notes due 2025, which have been cancelled. The
new issuance will also be unconditionally and irrevocably
guaranteed by Unigel and its operating subsidiaries Acrilonitrila
do Nordeste S.A, Companhia Brasileira de Estireno, Proquigel
Quimica S.A. and Plastiglas de Mexico S.A. de C.V. The notes will
now be secured by fixed assets related to Unigel's Styrenics
Business and will benefit from a second lien over the assets
current pledged to the EPP facility. Proceeds of the bonds will
be used for short-term debt repayment and for general corporate
purposes. Fitch currently rates Unigel Participacoes S.A.
(Unigel)'s long-term, foreign- and local-currency Issuer Default
Ratings (IDR) 'B+'/Outlook Stable.

With the new secured notes issuance, Fitch considers that most
immediate refinancing risks should be addressed, but liquidity,
debt mix and medium term debt amortization profile will be
relatively weaker than previously anticipated but still
manageable for a 'B+' rated entity. Unigel's inability to proceed
with the bond issuance would trigger a rating downgrade of at
least one notch.

The ratings continue to reflect Unigel's small business-scale
relative to larger and more diversified global petrochemical
peers, leading the company to be a pricetaker. The ratings also
factored in the cyclical nature of its industry, which means
volatile operating cash flow and a track record of limited
financial flexibility. Partially offsetting these risks are
Unigel's integrated operations in the acrylics and
styrenics businesses, some operational flexibility due to the
high proportion of variable costs, established market position in
Brazil, and a diversified portfolio of customers and key end
markets. The ratings also reflect the stronger capital structure
following a recent non-core asset sale and debt refinancing deal
late in 2017. Fitch's base scenario indicates continued positive
FCF generation for the company alongside its net adjusted
debt/EBITDA ratio of approximately 3.1x during 2018; further
improving to around 2.5x during 2019.

KEY RATING DRIVERS

Cyclical Industry; Intermediate Player: The inherently cyclical
nature of the commodity chemicals sector means Unigel is subject
to feedstock and end-product price volatility, driven by
prevailing market conditions and demand/supply drivers. Unigel is
a small business scale chemicals producer operating in the
midstream of the petrochemical industry value chain, which puts
the company in a weaker position against much larger single-
supplier providers and large manufacturing groups. The company's
products are concentrated in the acrylics and styrenics segments
and serve a broad and diverse range of end markets, including
construction, automotive and white goods and durables.



Operational Flexibility: Unigel's credit profile benefits from a
diversified product range under the acrylics and styrenics
segments. Some integration applies along the production value
chain for its key products, which brings greater flexibility in
sales, fewer constraints from raw material supply, and relatively
better margins. Over the last three years, Unigel's gross profit
split has ranged around 42%-58% between the two segments. In the
same period, Unigel's EBITDA margin averaged 12.5%, which is
comparable with small- to medium-size petrochemical peers given
the uptrend of the cycle.

Competition from Imports: Unigel benefits from robust market-
share positions in Brazil and Mexico, the two countries where its
industrial sites are distributed; six in Brazil and two in
Mexico. During 2017, Mexico's revenues represented 17% of the
consolidated revenues. Unigel is the single producer of acrylics
in Brazil and exhibits a good business position in the styrenics
segment. The company's main competitive threats are imports, and
most competitors have a larger scale of business. The company has
benefited from local imports tariffs (10%-14%), and any change to
this framework could be a risk to Unigel. The company's global
capacity share ranges from 1%-2% for its main products and
between 35% and 45% in Brazil.

Leverage to Improve: Fitch forecasts Unigel's net leverage to
decline to 3.1x during 2018 and move toward 2.5x by year-end (YE)
2019, from 3.4x at YE 2017 and an average of 7.1x between 2013
and 2016. This expected low to moderate leverage compared with
issuers with the same IDR is offset by the cyclical nature of the
industry, the size of the company and limited financial
flexibility. Over the last few years, Unigel has faced financial
stress and was able to access secured debt only at very high
interest rates. During November 2017, the company completed a
debt-refinancing plan associated with an asset sale (BRL585
million) that significantly improved its capital structure. On
a pro-forma basis, considering the proposed bonds, Unigel's debt
profile will be 97% denominated in U.S. dollars, from 75%,
currently, but the company will carry some hedge protections in
order to mitigate FX risks.

Positive FCF: Fitch expects Unigel's cash flow from operations
(CFFO) to grow in the medium term as a result of operational
improvements, better working capital management and lower
interest burden following the debt-refinancing plan. Cost saving
improvements related to logistics and a greater focus on SG&A
expenses should favor CFFO generation. Fitch forecasts CFFO to
average BRL245 million in the next two years and FCF to remain
positive in the range of BRL40 million to BRL80 million. Fitch's
base case assumptions include average capex of BRL120 million and
minimum dividend distributions of 25% pre-tax net income.

DERIVATION SUMMARY

Despite Unigel's solid market share in Latin America, the company
is a pricetaker and is relatively small relative to the global
chemical industry, with EBITDA generation of approximately USD100
million. Product diversification and some business integration
help to reduce profit margin volatility, although cash generation
is still affected by commodity price movements and any change in
the supply/demand dynamics of its end-products.

Compared with other Latin America petrochemical peers, Unigel is
smaller and has a weaker financial profile when compared with
Cydsa S.A. (BB+/Stable), Braskem S.A (BBB-/Stable) and Mexichem,
S.A.B. de C.V. (BBB/Negative). Unigel is well positioned in terms
of leverage ratios when compared with other Latin American peers
in the 'B' category.

KEY ASSUMPTIONS

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

  -- Low-single-digit increase in volumes;
  -- Supportive petrochemical spreads in the next two years;
  -- Average capex of BRL120 million;
  -- Dividend payout at 25% of net profits;
  -- USD200 million bond issuance with the majority of proceeds
to prepay short-term debt.

RATING SENSITIVITIES

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

  --Given Unigel's business scale and industry cyclicality, an
upgrade in the medium term is unlikely.

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

  --Failure to proceed with the bond issuance could trigger a
rating downgrade of at least one notch;

  --Change in import tariffs in Brazil that could allow increased
competition;

  --Operating EBITDA margin below 10% on a sustained basis;

  --Maintenance of poor liquidity, leading to recurring
refinancing risks;

  --Net debt/EBITDA ratio moving above 4.0x on sustainable basis.

LIQUIDITY

Fitch considers Unigel's ability to issue the proposed bonds as
crucial to improving its current poor liquidity and high
refinancing risk. The company has recently renegotiated part of
its debt with several large banks in Brazil, which should limit
its ability to raise cash in Brazil. At year-end 2017, Unigel
reported total debt of BRL1.2 billion, BRL497 million of which
was short-term debt, and a readily available cash position of
BRL35 million. Short-term debt coverage, as measured by
cash/short-term debt, averaged only 0.1x over the last
five years, but should improve as 80% of the seven-year bonds
will be used to repay existing debt. Around 78% of Unigel's debt
is secured by fixed assets and the remainder has receivables or
letter of guarantees as collateral.

FULL LIST OF RATING ACTIONS

Fitch Currently Rates Unigel as follows:

Unigel Participacoes S.A

  --Long-term, foreign- and local-currency IDRs at 'B+';

  --National scale long-term rating at 'A-(bra)'.The Rating
Outlook is Stable.

Unigel Luxembourg S.A.:

  -- The 'B+(EXP)'/'RR4' for the USD400 million senior unsecured
notes due to 2025 has been withdrawn.

  -- A new Expected Rating of 'B+(EXP)'/'RR4' for its USD200
million senior secured notes due to 2024 has been assigned.


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


* DBRS Takes Rating Actions on 16 Tranches From 13 EUR Deals
------------------------------------------------------------
DBRS Ratings Limited took rating actions on 16 tranches from 13
European Structured Finance transactions, upgrading five tranches
and placing 11 Under Review with Positive Implications (UR-Pos.).

The rating actions reflect the Republic of Portugal's (Portugal)
Long-Term Foreign and Local Currency - Issuer Ratings being
upgraded to BBB, with a Stable trend on April 20, 2018 (see
DBRS's press release entitled, "DBRS Upgrades Republic of
Portugal to BBB, Stable Trend") from BBB (low).

Following the rating action on the sovereign, the ratings of five
tranches of four electricity tariff transactions (PT Electricity
Tariff Transactions) have been upgraded by one notch, given the
link between the performance of these transactions and the
creditworthiness of the Portuguese sovereign.

At the same time, the ratings of a further 11 tranches from nine
transactions have been placed UR-Pos. One of these transactions
is an Auto ABS transaction and eight are RMBS transactions.

The Affected Ratings is available at https://bit.ly/2rKjqxL

Notes: All figures are in euros unless otherwise noted.


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


O1 PROPERTIES: Moody's Lowers CFR to B3 Following Default
---------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B1 the
corporate family rating and to B3-PD from B1-PD the probability
of default rating of O1 Properties Limited (O1), Russia's leading
real estate investment company; and to B3 from B1 the senior
unsecured instrument ratings of O1 Properties Finance JSC and O1
Properties Finance Plc. Concurrently, Moody's has left all the
ratings on review for further downgrade.

The rating action follows the announcement on May 10, 2018 by O1
Group, the holding company which holds a 62.5% stake in O1, that
it defaulted on its obligations to repurchase a RUB13.9 billion
domestic bond after a technical default on the interest payment
under this bond on May 4, 2018.

RATINGS RATIONALE

The rating action reflects a heightened degree of uncertainty
over O1's future financial profile due to the evolving adverse
developments affecting its majority shareholder, further
exacerbated by the lack of transparency and disclosure at the
level of O1 Group. Given the complexity of credit linkages
between O1 and its parent, it is difficult at this point to
estimate how the distress of the latter may ultimately affect
O1's credit standing.

O1 has a direct exposure to the shareholder in the form of a
guarantee for a $175 million syndicated loan raised by O1 Group
and due in April 2020. Moody's understands that O1 is prepared to
fully assume this liability on its balance sheet, which is
already reflected in Moody's adjusted debt metrics and, at this
time, there should be no cross default on this loan, which may
strain the company's liquidity.

Moody's understands that O1 does not have any other guarantees or
cross-default with any of O1 Group's other debt obligation, while
restrictions on shareholder distributions under the terms of the
outstanding $350 million Eurobond also limit O1's ability to
provide any additional financial aid to its shareholder. O1 also
continues to perform in line with expectations and its liquidity
remains sound supported by a comfortable debt maturity profile,
which compensates the company's historically fairly elevated
effective leverage (measured by adjusted debt/gross assets) at
77% as of year-end 2017.

However, Moody's cannot ascertain that O1 will remain completely
immune from the distressed majority shareholder and the evolving
unstable situation at O1 Group level, including the recent
default and potential further debt restructuring initiatives,
could over time negatively affect O1's credit profile.

In particular, there is an increasing risk of O1 Group losing its
control over the company. The recent default under the domestic
bond could trigger a cross default clause with other O1 Group
obligations. O1 Group must also make a quarterly installment in
June 2018 under its RUB 25 billion bank loan, under which O1
Group's stake in O1 is pledged. The bank loan was initially with
Credit Bank of Moscow (Ba3 stable), but recently the bank
transferred it to its controlling shareholder, Concern Rossium
LLC, a holding company owned by Roman Avdeev).

A failure by O1 Group to meet its obligations under the loan may
force a change in O1's controlling shareholder and trigger the
acceleration of principal payment for O1's $350 million Eurobond
under its change of control clause, which substantially increases
the risk of default unless the bondholders waive this covenant.

Moreover, there remains uncertainty regarding the proposed sale
of O1 Group's entire controlling stake in O1 to Laysa Group,
which was announced in March 2018, given that no public request
for consent to the holders of the Eurobond has been made yet.

The review process will monitor how the situation at O1 Group
evolves and how this could affect O1's shareholder structure as
well as business, financial and liquidity profiles.

WHAT COULD CHANGE THE RATING UP / DOWN

Further downward pressure on the rating would develop if events
at the default at the parent company were to trigger the change
of control clause under O1's Eurobond with no waiver, or if there
were any other material cash calls on the company, increasing the
probability of O1 defaulting on any of its debt obligations. O1's
rating could also come under pressure if the company were to face
a material deterioration in its business and financial profile
and liquidity.

The ratings could be confirmed if there is a clear stabilization
of events at the parent company, namely (1) no change in the
shareholding structure took place; or (2) bondholders agreed not
to accelerate the principal payment under the Eurobond in case of
the change in majority shareholder, while, at the same time, no
other adverse developments straining the company's financial or
liquidity profile arise. Upward pressure on the rating could
develop over time if the uncertainties over the current
distressed situation at the controlling shareholder level were
resolved with the company's preserving its sound liquidity and
operating profile and stable credit metrics.

COMPANY PROFILE

O1 Properties Group (O1) is Russia's leading real estate
investment company. The company manages, develops and acquires
office properties in Moscow. As of 2017, the reported gross asset
value of the company's real estate portfolio, including two
development projects, stood at $3.6 billion. The company also
participates, with a 50%+1 share, in a joint venture (JV) for the
Bolshevik development project, with a total reported gross asset
value of $280 million.

PRINCIPAL METHODOLOGY

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


UC RUSAL: Reports Higher First Quarter Net Profit
-------------------------------------------------
RJR News reports that Windalco's parent company -- Russian
aluminium giant Rusal -- is reporting higher first-quarter net
profit amid stronger aluminum prices, but warned that sanctions
imposed by the US in April could harm its business.

The US last month disclosed sanctions on Russian billionaire Oleg
Deripaska and several companies in which he is a large
shareholder in response to what it called Russia's malign
activities, according to RJR News.

UC Rusal's recurring net profit for the first quarter of 2018
rose 22.4 per cent to US$531 million from US$434 million the same
time last year, the report notes.

It said its current situation was largely affected by the
sanctions imposed by the US on April 6, and repeated its
assessment that it is highly likely that the impact may be
materially adverse for its business, the report relays.

Meanwhile, Rusal has reportedly asked the London Metal Exchange
to temporarily lift its suspension on its aluminum after an
extension of the deadline for companies to wind down contracts
with the Russian firm under U.S. sanctions, the report notes.

The London Metal Exchange suspended Rusal's aluminum from
April 17 after the U.S. Treasury Department imposed the
sanctions, the report relays.

The report discloses that the Treasury has extended its deadline
for U.S. consumers to wind down business with Rusal to October 23
from June 5 and said it would consider lifting sanctions if
Rusal's major shareholder, Russian tycoon Oleg Deripaska, ceded
control of the company.

The extension detailed effectively means aluminum produced and
sold by Rusal until October 23 is free of U.S. sanctions, so long
as the deal to buy was signed before they were imposed on
April 6, the report adds.

As reported in the Troubled Company Reporter-Latin America on
April 18, 2018, Fitch Ratings revised the Rating Watch on
Russia-based aluminium company United Company Rusal Plc's Long-
Term Issuer Default Rating (IDR) of 'BB-', Short-Term IDR of
'B' as well as Rusal Capital D.A.C.'s senior unsecured rating of
'BB- '/'RR4' to Negative from Evolving. Fitch simultaneously
withdrew all the ratings.



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


AMPHORA INTERMEDIATE: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating (CFR) and a Probability of Default Rating (PDR) of
B2-PD to Amphora Intermediate II Limited. Amphora is controlled
by funds managed and advised by Carlyle and was formed in
connection with the proposed acquisition of Accolade Wine
Holdings Europe Ltd ("Accolade Europe") and Accolade Wines
Holdings Australia Pty Ltd ("Accolade Australia") (together
"Accolade"). Concurrently, Moody's has assigned a B2 instrument
rating to the senior secured term loan B of GBP301 million
(AUD550 million equivalent) and to the AUD 150 million Revolving
Credit Facility ("RCF" ) being raised by Amphora Finance Limited
and Amphora Australia Holdings Pty Ltd respectively in connection
with the acquisition. The outlook on all ratings is stable.

Accolade is being acquired by Amphora for an enterprise value of
AUD 1 billion, with the balance of the funding requirement funded
by Carlyle's equity injection. The transaction should complete by
the end of May 2018 .

"The B2 CFR reflects the Group's small scale relative to large
alcoholic beverage rated peers, limited product and geographical
diversification and highly leveraged capital structure, partially
mitigated the strong market position in its product category in
established geographies" says Ernesto Bisagno, a Moody's Vice
President -- Senior Credit Officer and lead analyst for Amphora.
"The rating also factors in the resilient underlying market
dynamics of the beverage industry", adds Mr Bisagno.

RATINGS RATIONALE

The Group is weakly positioned in the B2 rating category
reflecting (1) highly leveraged capital structure with June 2018
Moody's pro forma leverage (adjusted gross debt to EBITDA) of
6.3x; (2) small scale relative to large alcoholic beverage rated
peers; (3) limited geographical diversity with significant
reliance on the UK and Australia; (4) exposure to foreign
currency fluctuations, which can drive volatility in results.

The rating also factors in the Group's (1) strong market
conditions in its geographies and portfolio of well-known brands;
(2) vertically integrated model across supply chain and
packing/bottling facilities; (3) the stable nature of the wine
industry and the low correlation to macroeconomic swings; (4)
stable operating cash flow and potential for free cash flow
beyond 2019.

Moody's also cautions that limited financial information has been
disclosed so far about the newly created company. No fully
detailed audited historical financials are presented for the
Group. Moody's assessment factors in forecasts for the company
and will capture more granular financial information as it
becomes available.

Despite the underlying industry growth, Accolade's profits were
negatively impacted by Sterling's depreciation after the June
2016 Brexit referendum, with total EBITDA (as presented as an
aggregate of Accolade Europe and Accolade Australia and excluding
discontinued operations) down 29% in fiscal 2017 (ending June
2017) to AUD 71 million. More positively, operating performance
in fiscal 2018 stabilized and EBITDA improved to AUD 80 million
at LTM March 2018, driven by stable revenue increase and positive
product mix.

Moody's expects the positive momentum to continue under Carlyle's
ownership and notes potential for additional growth in China,
which represents a developing market for the group. In addition,
Moody's expects earnings to benefit from improvements in the cost
structure mainly from the insourcing of the bottling activities
in Australia, integration of the FWP acquisition and some
additional improvements in the UK facility Accolade Park.

Although the company will address currency volatility through a
more effective hedging policy, full mitigation of a potential
Sterling depreciation is unlikely in the medium term. In
addition, Moody's notes some potential for margin erosion due to
the pricing pressure from the UK retailers, reflecting the
competitive retail environment and the uncertain macroeconomic
environment in the UK. On the other hand, the premiumisation
strategy will continue to support profit growth. As a result,
Moody's anticipates low-to-mid single digit profit growth over
2019-20.

The rating agency expects some modest working capital outflow due
to higher volumes in China and higher value inventories driven by
premiumisation. In addition, Moody's expects additional
investments in 2019 mainly related to the bottling project in
Australia with total capex of AUD 36 million, mainly financed
through the equity overfunding of AUD25 million by Carlyle; to
normalize towards AUD 25 million in 2020.

Based on that, despite the underlying earnings growth, Moody's
anticipate neutral free cash flow after interest paid in 2019. In
2020, there is potential for improved free cash flow generation
in the AUD 20 million-AUD 40 million range, depending on the
Group's ability to continue to grow underlying earnings, and
maintain working capital needs of about AUD 20 million each year,
combined with lower capex.

As a result, Moody's expects leverage to decline modestly below
6.0x by 2019 and towards 5.5x in 2020, driven by stronger EBITDA
and stable gross debt.

LIQUIDITY

Moody's expects the Group to maintain adequate liquidity driven
by (1) AUD 150 million RCF; (2) neutral to modest positive free
cash flow generation; (3) AUD25 million cash overfunding at
closing; (4) a long debt maturity profile.

The RCF will be subject to a senior leverage covenant at 8.77x,
tested quarterly if more than 40% of the facility is drawn.

However, Moody's expects significant cash flow seasonality
through the year and therefore access to the RCF is important.
EBITDA over October-December is traditionally the highest as the
company benefits from the holiday season, and at its lowest in
January-March. Working capital outflow also hits a high point
over January-March reflecting the harvest season.

STRUCTURAL CONSIDERATIONS

The B2-PD is in line with the CFR and reflects a 50% recovery
rate. The capital structure includes the GBP 301 million Term
Loan and the AUD150 million RCF, both senior secured, ranking
pari passu, and guaranteed by at least 80% of Group EBITDA.
Moody's assigned a B2 instrument rating to the Term Loan B and
RCF with a loss given default (LGD) assessment of LGD3.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that operating
performance will continue to modestly improve in 2019 with
leverage trending below 6.0x.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating in the short term is unlikely but
could materialize as a combination of (1) stronger free cash flow
used for debt repayment and (2) adjusted gross debt/EBITDA to
trend towards 4.5x on a sustainable basis.

Conversely, negative pressure on the rating could materialize if
(1) free cash flow generation turns negative on a sustainable
basis; (2) operating performance would start deteriorating; and
(3) adjusted gross/EBITDA remaining above 6.0-x by 2019, or
Moody's adjusted EBIT/interest expense declines below 1.5x.

With reported pro forma revenue of AUD 811 million and reported
pro forma EBITDA of AUD 80 million at March 2018, Accolade is the
fifth largest wine company in the world with a leading market
position in Australia and the UK.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Amphora Finance Limited

Backed Senior Secured Bank Credit Facility, Assigned B2

Issuer: Amphora Australia Holdings Pty Ltd

Backed Senior Secured Bank Credit Facility, Assigned B2

Issuer: Amphora Intermediate II Ltd

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Outlook Actions:

Issuer: Amphora Australia Holdings Pty Ltd

Outlook, Assigned Stable

Issuer: Amphora Finance Limited

Outlook, Assigned Stable

Issuer: Amphora Intermediate II Ltd

Outlook, Assigned Stable


CARILLION PLC: Financial Reporting Council's Probe Ongoing
----------------------------------------------------------
Arathy S Nair at Reuters reports that Britain's Financial
Reporting Council (FRC) said on May 16 it was investigating
bankrupt construction firm Carillion's contract accounting,
reverse factoring, pensions, goodwill and going concern as part
of its probe.

The FRC in January opened an investigation into KPMG's auditing
of the now-collapsed Carillion covering the years 2014 to 2017
and in March commenced a probe into the conduct of two former
finance directors of the company, Reuters relates.


GAMESEEKER LIMITED: Placed Into Voluntary Liquidation
-----------------------------------------------------
Ben Stevens at Retail Gazette reports that online video game
retailer Gameseek has quietly fallen into liquidation, leaving
dozens of customers without products they have paid for.

Retail Gazette relates that over the bank holiday weekend,
Gameseek's website is understood to have shut down, leaving
visitors with the message: "Our site is currently under
maintenance, we apologise for any inconvenience caused."

Its Ebay shop had also shut over the weekend, while curious
customers were faced with "address not found" messages when
attempting to contact staff via email, the report relays.

Though its official Twitter page has said nothing about its
liquidation, and put out its last post on May 3, customers took
to the site to reveal letters they had received from Gameseek's
liquidators, according to the report.

Retail Gazette says customers who had placed orders with the
collapsed company and had not received their orders, were
informed they had the right to vote on any insolvency proceedings
as creditors.

According to the report, the retailer had gained a controversial
reputation for its use of "cyclonic deals". These were heavily
discounted offers posted on the retailers Facebook page, that
presented customers with a countdown timer when they clicked
through.

Its chief executive Stephen Staley told Eurogamer last year:
"It's a loss leader. It's just a promotion. I am more passionate
about gaming than business.

"I am in a very unique position where I own 100 per cent of the
company and can do things other companies cannot. I have no-one
to report to. No shareholders. No Investors. Ultimately I am
extremely passionate about video games," Retail Gazette relays.


RIBBON FINANCE 2018: DBRS Assigns Prov. BB Rating to Cl. G Notes
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the
following classes of notes to be issued by Ribbon Finance 2018
Plc. (the Issuer):

-- Class A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (sf)
-- Class D at BBB (high) (sf)
-- Class E at BBB (low) (sf)
-- Class F at BB (high) (sf)
-- Class G at BB (sf)

All trends are Stable.

Ribbon Finance 2018 Plc. is the securitization of a GBP 449.8
million senior loan advanced to Ribbon Bidco Limited (the
Borrower) to provide partial acquisition financing for the Dayan
family (the Sponsor) to acquire Lapithus Hotels Management UK
(LHM) and 20 hotels. The initial lender is Goldman Sachs Bank USA
and the transaction is arranged by Goldman Sachs International
(together, Goldman Sachs). Goldman Sachs Bank USA also advanced a
mezzanine loan of GBP 69.2 million to Ribbon Mezzco Limited,
which was later sold to funds advised and managed by Apollo
Global Management LLC. The mezzanine loan is structurally and
contractually subordinated to the senior loan and is not part of
the transaction. DBRS understands that the Sponsor has paid a
total GBP 742 million for the acquisition and will fund an
additional GBP 38 million capex planned in 2018.

The senior loan is secured by 20 hotels located in the U.K.:
three hotels operate under the Crowne Plaza brand and 17 hotels
are flagged by Holiday Inn (the Portfolio). LHM also manages the
Holiday Inn Mayfair hotel, which is not included in the
Portfolio. The valuer, HVS - London Office (HVS), has estimated
the total market value (MV) net of 6.8% purchaser's cost to be
GBP 692.2 million, or GBP 143,017 per room based on the 4,840
rooms in the Portfolio. The resulting senior loan-to-value ratio
(LTV) of the Portfolio is 65.0%. Southeast England and London are
the two regions where the majority of the Portfolio is located,
comprising 11 hotels, 1,435 rooms, 62.2% MV and 60.0% of the 12-
month trailing (T-12) EBITDA ending February 2018. DBRS's value
assumption for the Portfolio is GBP 561 million (19% haircut),
resulting in an 80% stressed LTV.

The Portfolio benefits from a high occupancy rate of 84.6% as at
the end of 2017 with a revenue per available room of GBP 72.2 per
night and an average daily rate of GBP 85.3 per night. According
to the STR dated YE2017, the Portfolio's overall performance is
slightly better than its competition set. Nevertheless, LHM plans
to improve further the occupancy and net operating income (NOI)
by implementing a capex plan of GBP 38 million to be funded by
the Sponsor. The Portfolio also demonstrated a strong operating
performance in the recent past. For the T-12 ending February
2018, the Portfolio generated GBP 181.0 million revenue, after
deducting costs and expenses, the EBITDA for the same period was
GBP 57.8 million and the NOI was GBP 50.6 million after removing
GBP 7.2 million for furniture, fixture and equipment. DBRS's net
cash flow assumption is GBP 43.8 million.

The Portfolio is concentrated by property type, as all properties
are full-service hotels. Hotels have the highest cash flow
volatility of all property types because of their relatively
short leases (i.e., lengths of stay) compared with commercial
properties and their higher operating leverage. These dynamics
can lead to rapidly deteriorating cash flows in a declining
market. The borrower group was recently restructured so that 20
companies own one hotel each in the transaction. DBRS notes that
the property-owning companies are trading companies that have on
aggregate approximately 2,200 employees. DBRS incorporated
potential redundancy costs or compensation claims into its
analysis, and factored into its LTV-sizing parameters potential
trade liabilities. In addition, the analysis accounted for
potentially longer enforcement timing and higher enforcement
costs compared with other commercial real estate asset classes.

Some of the properties are held on leaseholds with relatively
short remaining term (approximately 50 years). This was factored
into the valuation, as were potential ground lease increases
following upcoming rent reviews. DBRS notes that the franchise
fee will increase considerably in coming years as well, so that
to maintain the current level of net cash flow generated by the
Portfolio, turnover and gross operating profit will have to
increase.

The senior loan bears interest at a floating rate equal to three-
month LIBOR (subject to zero floor) plus a margin of 3.19% per
annum. If the mezzanine loan is voluntarily prepaid on April 3,
2020 or later, the margin on the senior loan would step down to
3.00% per annum. The expected maturity date is April 2, 2023 with
no extension option available. The notes to be issued by the
Issuer bear a final maturity date falling in April 2028, thereby
providing a tail period of five years.

During the loan term, the Borrower is required to amortize the
senior loan by GBP 1,124,500 per interest payment date (IPD) or
GBP 4,498,000 per annum, which is 1% of the senior loan amount at
issuance. However, from April 2019 onwards, the Borrower is
required to double the amortization payment on each IPD should
the NOI debt yield (DY) for that period fall below 11.54%. The T-
12 ending February 2018 NOI DY was 11.25%, implying that the
Portfolio must improve NOI by GBP 783,840.8 by April 2019 to
avoid double amortization. Scheduled amortization proceeds will
be distributed pro rata to the note holders unless a sequential
payment trigger is continuing, in which case, the proceeds will
be distributed sequentially. Before a sequential payment trigger
event, in case of mandatory prepayment after property disposals,
the senior allocated loan amount (ALA) will be allocated pro-rata
to the notes and the issuer loan, whereas the release premium
will be applied sequentially. The senior release price for the
corresponding property is set at 5-20% above the ALA of the
disposed property. Voluntary prepayment funded by equity would be
applied reverse sequentially, unless a sequential payment trigger
event is continuing.

The senior loan has tightening LTV covenants for cash trap and
event of default. The LTV cash trap covenant is set at 71.5% for
the first two years; the covenant will decrease by 1.08% to
70.42% in year three and will decrease by a further 1.08% to
69.33% for the last two years of the senior loan. The LTV default
covenants are set 4.33% higher at 75.83% and will decrease in
parallel to cash trap covenants to 73.67% for years four and
five. The other two covenants, NOI DY and interest coverage ratio
(ICR), are set at 10.10% and 1.95x for cash trap and 9.26% and
1.78x for event of default.

The interest rate risk is to be fully hedged over the life of the
senior loan by way of a prepaid cap provided by Goldman Sachs
Bank USA. Classes F and G are subjected to an available funds cap
where the shortfall is attributable to an increase in the
weighted-average margin of the notes.

The liquidity provider, [*], will provide a liquidity facility
(LF) for the transaction which is initially set at GBP [27.8]
million, or [6.2] % of the total outstanding balance of the
notes. DBRS understands that the LF will cover the interest
payments of all classes and will amortize in line with their
outstanding balance. However, classes F and G are subjected to
available fund caps and will not be covered by LF, unless these
classes are then most senior class, once their total drawings
have reached 20% of the total LF commitment. Based on a cap
strike of 2.0% and Libor cap of 5%, DBRS estimated the liquidity
facility will cover [18] months' and [13] months' interest
payment, respectively, assuming the Issuer does not receive any
revenue. DBRS's analysis assumes that the liquidity facility
agreement will be consistent with DBRS's Legal Criteria for
European Structured Finance Transactions.

To maintain compliance with applicable regulatory requirements,
Goldman Sachs will retain an ongoing material economic interest
of not less than 5% of the securitization via an issuer loan
which is to be advanced by Goldman Sachs Bank USA.

The ratings will be finalized upon receipt of execution version
of the governing transaction documents. To the extent that the
documents and information provided to DBRS as of this date differ
from the executed version of the governing transaction documents,
DBRS may assign a different final rating to the rated notes.

Notes: All figures are in British pound sterling unless otherwise
noted.


SPIRIT ISSUER: Fitch Cuts Rating on Notes to BB, Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Spirit Issuer plc's notes to 'BB'
from 'BB+'. The Outlook is Negative.

The downgrade reflects the expected further reduction in managed
estate EBITDA following the sale of 107 managed pubs towards the
end of Quarter 3 as well as the deterioration in estate quality
due to the lower EBITDA per pub in the remaining estate.
Moreover, the prepayment of the class A6 and A7 notes in December
2017 removed the cash sweep mechanism. This mechanically reduces
lease-adjusted free cash flow (FCF) debt service coverage ratio
(DSCR) as Fitch had assumed that class A6 and A7 principal would
be largely prepaid by excess cash under its Rating Case. Finally,
the revised lease-adjusted FCF DSCRs are now calculated to a
final maturity date of December 2032 (previously December 2036).
This further depresses coverage as it removes the benefit that
had previously been provided by the assumed repayment of the
class A6 and A7 notes in advance of their back-ended scheduled
amortisation.

The Negative Outlook is primarily based on the securitised
estate's underperformance versus the Fitch rating case (FRC) and
increased uncertainty around long-term profit forecasts due to
material changes to the managed estate.

Spirit prepaid four tranches of class A notes in the trailing 12
months (TTM) to January 2018 (the class A1, A3, A6 and A7 notes).
Any further asset disposals and note prepayments may have
implications for the ratings.

KEY RATING DRIVERS

The ratings reflect the quality of the estate, with financial
performance stabilising in recent years, albeit with some recent
deterioration in the managed estate. The debt structure is robust
and benefits from the standard whole business securitisation
(WBS) legal and structural features and a comprehensive covenant
package. Fitch's rating case lease-adjusted FCF DSCR to final
maturity at 1.2x is weaker than Spirit's closest peers Greene
King, Marston's and M&B. The forecast minimum of 1.0x in 2027 is
significantly below minimum coverage for close peers.

Regulation Changes Bring Challenges - Industry Profile: Midrange
Fitch views the operating environment as 'weaker'. While the pub
sector in the UK has a long history, trading performance for some
assets has shown significant weakness in the past. The sector is
highly exposed to discretionary spending, strong competition
(including from the off-trade), and other macro factors such as
minimum wages, rising utility costs and potential changes in
regulation (with the proposed statutory code in the
tenanted/leased segment).

Fitch views barriers to entry as 'midrange'. Licencing laws and
regulations are moderately stringent, and managed pubs and
tenanted pubs (i.e., non-full repairing and insuring) are fairly
capital-intensive. However, switching costs are generally viewed
as low, even though there may be some positive brand and captive
market effects.

The sustainability of the sector is viewed as 'midrange' with the
strong pub culture in the UK expected to persist, thereby taking
a large portion of the eating-drinking-out market. In relation to
demographics, mild forecast population growth in the UK is credit
positive.

Performance Per Pub Stabilising - Company Profile: Midrange
Financial Performance: Midrange

Over the past five years, the managed estate has achieved an
EBITDA per pub CAGR of 3.1%. For the tenanted estate both
absolute and per pub performance has improved in recent years and
stabilised in 2017. Spirit has low exposure to the tenanted
model, with total securitised EBITDA contribution from the
tenanted estate at 23%.

Company Operations: Midrange

Branded pubs represent a significant portion of total securitised
pubs. Spirit has limited pricing influence but it is a fairly
large operator within the pub sector. Its acquisition by Greene
King could support further economies of scale. Operating leverage
has been increasing over the last few years as a result of a
growing food offer. However, the change in strategy is viewed
favourably given that the food-led approach has generally led to
revenue growth, although increased competition appears to be
pressuring more recent sales performance. Management has
demonstrated a good track record since the closing of the
securitisation, implementing sensible and effective strategies in
a timely manner (increasing food offer, brand development,
reducing tenanted model exposure). Fitch also views key-man risk
as relatively low.

Transparency: Midrange

The more transparent managed business (self-operated) represents
77% and 60% of the securitised group by EBITDA and estate,
respectively. Historically, management has demonstrated some
ability to adapt to industry changes with the extensive rollout
of branding and food-led offers to mitigate the declining
performance of the tenanted model.

Dependence on Operator: Midrange

Operator replacement is not straightforward but would be possible
within a reasonable period of time (several alternative operators
available). Centralised management of the managed and tenanted
estates and common supply contracts result in close operational
ties between both estates.

Asset Quality: Midrange

Fitch views the pubs as well-maintained following the completion
of a conversion programme of the managed estate in 2017. Assets
are also well-located (with a significant portion in London and
the south-east). However, Spirit has a significant portion of
managed pubs on leasehold, with an annual lease expense of around
GBP30 million. The secondary market is fairly liquid (extensive
disposal programmes across the industry have been absorbed).

Standard WBS Structure: Debt Structure Class A - Midrange

Debt Profile: Midrange

Following prepayment of the class A6 and A7 notes, all remaining
principal will be repaid via scheduled amortisation, under the
FRC.

Security Package: Stronger

The class A notes have comprehensive first ranking fixed and
floating charges over the issuer's assets and ultimately over all
of the operating assets.

Structural Features: Midrange

All standard WBS legal and structural features are present, and
the covenant package is comprehensive. The financial covenant
level is fairly high (with a DSCR at 1.4x) and the restricted
payment condition, calculated using synthetic (annuity-based)
debt service, is currently set at 1.45x DSCR, higher than
industry levels. The liquidity facility reduces in line with
principal, meaning it falls below the usual 18 months peak debt
service coverage (to less than 12 months by 2027).

Financial Profile

Revised FRC lease-adjusted FCF DSCR metrics have significantly
deteriorated from the previous year to 1.2x from 1.4x for the
class A notes. The minimum has declined to 1.0x from 1.1x. Debt
service increases gradually until 2027, meaning it is not well-
aligned with the industry risk profile, but it gradually reduces
from 2028 to 2032. Following the prepayment of the class A6 and
A7 notes, the remaining notes are fully-hedged until maturity.

PEER GROUP

M&B comprises managed pubs, whereas the other two transactions
comprise managed and tenanted pubs, although the share of
tenanted pubs in Spirit is much lower than in the others.
Compared with Marston's 'BB+' rated class B notes, Spirit's notes
exhibit a lower FRC FCF DSCR of 1.24x, and a much lower minimum
FRC FCF DSCR (0.96x versus 1.3x) but lower FRC EBITDA leverage
(5.3x versus 6.9x; based on a one-year forecast). Compared with
M&B's class D1 notes (BB+/Stable), Spirit's notes have a lower
average/medium FRC FCF DSCR of 1.2x albeit a lower minimum FCF
DSCR, but are supported by similar leverage (5.3x versus 5.2x).

RATING SENSITIVITIES

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

  -Deterioration of the forecast FCF DSCR below 1.2x could put
the ratings under pressure.

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

  -An improvement in the FRC FCF DSCR above 1.4x due to strong
performance of the managed division, in addition to continued
stabilisation in tenanted performance could trigger an upgrade.

CREDIT UPDATE

Combined TTM EBITDA (52-week adjusted) to January 2018 declined
by 7.3% yoy to GBP153.2 million. This compares with the FRC
forecast to January 2018 of GBP154.2 million. Managed EBITDA
declined by 9%, driven primarily by a 4.8% increase in total
operating costs, and to a lesser extent by a 1.6% decline in
total turnover. Cost pressure mostly relates to labour, utilities
and business rates. Further cost pressure is arising from the
fixed overhead costs associated with the securitisation that are
increasingly allocated to a smaller number of pubs. Tenanted
EBITDA declined by 1.6%, driven by a 0.5% drop in sales (mainly
machines and "other") and an increase in leased cost of goods
sold of 1.8%. Spirit sold 142 pubs during the year, consisting
largely of 107 manged pubs sold in the quarter to January 2018,
with a loss of approximately GBP24 million of associated EBITDA.

Fitch Cases

Fitch has assumed among other things that the number of managed
and tenanted pubs in the portfolio will remain stable. Overall,
the FRC assumes a combined estate EBITDA 14-year CAGR to final
maturity of the notes of 0.4%.

Asset Description

The transaction is a securitisation of both managed and tenanted
pubs operated by Greene King, comprising 501 managed pubs and 387
tenanted pubs. The securitised pubs represent around 35% of
Greene King group's pub portfolio and are considered a reasonably
representative sample of the total estate.


STV: Closes Loss-Making STV2 as Part of Group-Wide Restructure
--------------------------------------------------------------
Chris McCall at The Scotsman reports that Scotland's leading
commercial broadcaster has confirmed it will close one of its
channels and shed jobs across its news team as part of a group-
wide restructure.

According to The Scotsman, STV will close the loss-making STV2 in
June, with station bosses blaming the "challenging economics of
local television and anticipated increased competition from BBC
Scotland" for the decision.

The Scotsman understands 34 jobs in the news division are at risk
-- the majority of which are production roles -- with a two-week
period of voluntary redundancy being followed by a consultation.
Several jobs on the digital news desk are also likely to go, The
Scotsman states.

STV has been undergoing a period of transition following the
appointment of Simon Pitts as chief executive in August 2017, The
Scotsman notes.


TOYS R US: No Interest in Acquiring Outlets in France, Spain
------------------------------------------------------------
The Irish Times reports that Smyths confirmed "we have no plans
for France or Spain TRU [Toys R Us]".

Market watchers have speculated that the possible sale of a
further 100 or so Toys R Us outlets in France and Spain could
provide yet another opportunity for Smyths to expand, turning it
into a truly pan-European force, The Irish Times relates.

According to The Irish Times, intriguingly, a note in the sale
documents for the Smyths buyout of the central European division
says that some of the financial material has been redacted so as
not to disclose it to Toys R Us in Spain and France.

                      About Toys R Us, Inc.

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

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

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

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

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

Grant Thornton is the monitor appointed in the CCAA case.

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

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

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

                        Toys "R" Us UK

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

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

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

                   Liquidation of U.S. Stores

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


ZPG PLC: S&P Places BB- ICR on Watch Neg. on Silver Lake Takeover
-----------------------------------------------------------------
S&P Global Ratings placed on CreditWatch with negative
implications its 'BB-' long-term issuer credit rating on ZPG Plc,
a leading online property search and price comparison provider in
the U.K.

S&P said, "We affirmed our 'BB-' issue rating on the group's
GBP200 million 3.75% unsecured notes due 2023. The recovery
rating is unchanged at '3', indicating our expectations of
average recovery (50%-70%; rounded estimate 50%) in the event of
a payment default."

The CreditWatch placement follows an announcement by Zephyr Bidco
Ltd., a wholly owned indirect subsidiary of funds managed by
Silver Lake Management Company V, LLC (Silver Lake), that it
intends to acquire the entire issued and to-be-issued ordinary
share capital of ZPG at 490 pence per ordinary share
(approximately 30% premium).

S&P said, "We understand that the proposed acquisition would
require at least 75% shareholder consent and approval from the
European Commission and Financial Conduct Authority. So far,
Daily Mail & General Trust PLC has given an irrevocable
undertaking to accept the offer with respect to its entire
holding, amounting to 29.8% of ZPG's issued share capital.

"If the acquisition materializes, we believe that ZPG, under the
financial sponsor ownership, would typically have a more
aggressive financial policy and materially higher leverage." This
would likely result in multinotch downgrade, the magnitude of
which will depend on the financial policy and new capital
structure under financial sponsor ownership.

S&P said, "Nevertheless, given Silver Lake's intention to redeem
ZPG's existing GBP200 million 3.750% unsecured notes due 2023
after the transaction, our issue and recovery ratings on the
bonds are unaffected at this stage.

"We will resolve the CreditWatch placement after the outcome of
the acquisition and our reassessment of ZPG's new capital
structure and financial policy.

"We expect to resolve the CreditWatch in the third quarter this
year, after the outcome of the acquisition is announced and we
reassess ZPG's new capital structure and financial policy.

"We would consider lowering our rating on ZPG, potentially by
multiple notches, if the proposed acquisition materializes and
Silver Lake's control imposes a more aggressive financial policy
and debt capital structure.

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



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *