/raid1/www/Hosts/bankrupt/TCREUR_Public/180619.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Tuesday, June 19, 2018, Vol. 19, No. 120


                            Headlines


A R M E N I A

ARMENIA: Fitch Affirms 'B+' LT IDRs, Outlook Positive


A U S T R I A

HETA ASSET: FMA Approves Interim Payment to Creditors


F R A N C E

FINANCIERE TOP: Moody's Affirms B1 CFR, Outlook Negative


G R E E C E

GREECE: Last Big Austerity Package in Bailout Program Gets OK


I R E L A N D

PENTA CLO 4: Moody's Assigns B2 Rating to Class F Notes


I T A L Y

NAPLES CITY: Fitch Affirms 'BB+' LT IDRs, Outlook Negative


M O N A C O

SILVERSEA CRUISE: S&P Places 'B' CCR on CreditWatch Positive


R U S S I A

AKIBANK: Moody's Withdraws Caa1 Long-Term Bank Deposit Ratings
KOSTROMA REGION: Fitch Alters Outlook to Pos. & Affirms B+ IDRs
KIROV REGION: Fitch Affirms 'BB-' LT IDRs, Outlook Stable
RGS BANK: Moody's Withdraws B2 Long-Term Bank Deposit Ratings
RUSSIAN STANDARD: Creditors Seek Repayment of Bond in Default


S P A I N

BANCO POPULAR: New Report Into Bank Rescue Not Independent
BANKINTER 10: S&P Affirms CCC- Rating on Class E Notes
LHMC BIDCO: Moody's Assigns B1 CFR, Outlook Stable


S W E D E N

UNILABS SUBHOLDING: Moody's Affirms B2 CFR, Outlook Stable


U N I T E D   K I N G D O M

ADIENT GLOBAL: Moody's Alters Outlook to Neg., Affirms Ba2 CFR
[ REDACTED -- June 20, 2018 ]
ENQUEST PLC: Moody's Hikes CFR to B3, Outlook Remains Stable
MAGNOLIA PETROLEUM: Signs Agreement to Sell Wells in North Dakota
SAGA PLC: Moody's Affirms Ba1 CFR, Outlook Remains Stable


                            *********



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A R M E N I A
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ARMENIA: Fitch Affirms 'B+' LT IDRs, Outlook Positive
-----------------------------------------------------
Fitch Ratings has affirmed Armenia's Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) at 'B+' with a
Positive Outlook.

KEY RATING DRIVERS

Armenia's ratings balance a credible monetary policy framework,
reduced external imbalances and stronger income per capita and
governance indicators relative to peers against high fiscal
deficits leading to a rising public debt burden, high external
debt and tensions in relations with some neighbouring countries.

The Positive Outlook reflects Armenia's stronger growth outlook
relative to peers, the start of a fiscal consolidation process
that Fitch expects will deliver a gradual decline in government
debt over the medium term, and moderate current account deficits.
Armenia's credible monetary policy framework also helped underpin
macroeconomic and financial stability through the political
crisis in April.

The economy has recovered at a faster-than-anticipated pace and
is expected to maintain higher growth than rating peers. After
growth of 7.5% in 2017, Fitch expects growth to moderate,
reaching 4.7% in 2018 and 4.0% in 2019, but remain above that of
'B' and 'BB' peers. Growth is supported by strong external and
domestic demand, driven by a recovery in consumption and
investment, reflecting still favourable export prices and
continued growth in remittances and tourism inflows.

The state budget deficit declined to 4.8% of GDP in 2017, from
5.5% in 2016, but overshot the revised budget of 2.7% and Fitch's
3.3% December 2017 projection. This deviation was the result of
the disbursement and execution of a Russian defence loan of
USD170 million (1.5% of GDP). Underlying fiscal dynamics reflect
current expenditure reductions across budget lines, except for
the interest bill, which rose to 2.2% of GDP. Capital expenditure
rose to 4.3% of GDP, from 3.5% in 2016, driven by the execution
of the loan. Barring further unanticipated external loan
disbursements, Fitch expects the budget deficit to narrow further
to 3.5% of GDP in 2018 and 3% in 2019, below the 'B' and 'BB'
medians.

Fitch's projections for the budget deficit and growth performance
are consistent with a gradual government debt reduction over the
medium-term. Public debt rose to 59% of GDP in 2017, slightly
below the 60% 'B' median but 10pp above the 'BB' median. Fitch
expects debt to decline marginally to 58.4% in 2018 and maintain
a gradual decline thereafter. As 81% of public debt is foreign
currency-denominated, it is exposed to exchange rate volatility.

Armenia is in the process of revamping its fiscal framework to
increase policy flexibility, improve expenditure composition in
favour of capital spending and smooth fiscal consolidation to
avoid an excessive impact on growth. The country amended its debt
and budget laws at the end of 2017, and will present a fiscal
strategy later in the year to outline the pace of fiscal
consolidation consistent to bringing debt below 50% of GDP in the
medium term. Fitch will assess the strength and credibility of
the new fiscal framework by evaluating the capacity of the new
fiscal strategy to deliver sustainable fiscal consolidation and
debt reduction in the medium term. In addition, Fitch will focus
on the authorities' ability to increase fiscal predictability by
delivering on budgeted fiscal targets, most notably through
improved coordination in the execution of external loan
disbursements.

Armenia's transition from a presidential to a parliamentary
system has been a catalyst for broader political changes. Large
scale protests led to the resignation of the recently appointed
Prime Minister Serz Sargsyan in April. Nikol Pashinyan was
elected Prime Minister on May 8. The peaceful character of the
demonstrations facilitated a smooth transfer of power within
constitutional mechanisms. The new government has signalled broad
macroeconomic policy continuity.

Armenia maintained macroeconomic and financial stability despite
heightened political uncertainty, reflecting the policy
framework's credibility and improved capacity to absorb economic
and political shocks. Inflationary pressures remain under control
(1.6% yoy in May) and headline inflation is well below the
central bank's medium-term target of 4%. The CBA has kept
interest rates at 6% since February 2017 and stated its readiness
to tighten policy if demand side pressures increase. Fitch
expects inflation to average 3% in 2018 and converge to the
medium-term target in 2019.

The banking system remains stable and did not experience
destabilising liquidity pressures in April-May. Capitalisation
levels are adequate and non-performing loans (up to 270 days
overdue) equalled 6.6% in April, up from 5.4% in March but down
from a peak of 10% in March 2016. Despite a gradual declining
trend, financial dollarisation remains high at 54% for deposits
and 60% for credits. The CBA has discouraged foreign currency
loans (through differentiated reserve requirements and risks
weights) and required banks to maintain a balanced FX position.

External imbalances remain moderate despite higher growth. After
reaching 3.5% of GDP in 2017, Fitch expects the current account
to increase to 3.8% of GDP in 2018 and remain close to that level
in 2019; below 'B' rated peers and much lower than Armenia's 9.5%
average deficit in 2010-2014. Continued growth in exports and
remittances, albeit at a more moderate pace than in 2017, will
partly balance strong import demand and rising energy prices. A
moderate current account deficit mitigates external vulnerability
arising from commodity dependence and the small size of the
economy.

Fitch estimates that Armenia's liquid assets as a share of short-
term liabilities (at 125% in 2018) will remain below the 'B'
category median. International reserves have declined from USD2.3
billion to USD2.0 billion since the beginning of the year, but
these will likely be shored up by the end of the year by external
disbursements. Exchange rate flexibility, reduced external
imbalances and access to external financing reduce the risk of
near-term balance-of-payment pressures. After completing its IMF
EFF agreement this year, Fitch expects the authorities to seek
continued engagement with the fund.

The government intends to move ahead with reforms to the
electoral code and call for snap elections in order to strengthen
its parliamentary support for broader reform agenda. Despite a
weakened opposition, the new government faces the challenge of
delivering results in line with heightened supporters'
expectations, maintain a united coalition and move ahead with
reforms that challenge entrenched economic interest groups. The
new government has maintained a balanced geopolitical approach.
In terms of the conflict with Azerbaijan regarding Nagorno-
Karabakh, negotiations leading to a resolution are not expected
in the near term. Hence, escalation remains a real risk.

SOVEREIGN RATING MODEL (SRM) and QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Armenia a score equivalent to a
rating of 'B+' on the Long-Term Foreign Currency (LTFC) IDR
scale. Fitch's sovereign rating committee did not adjust the
output from the SRM to arrive at the final LTFC IDR.

Fitch's SRM is the agency's proprietary multiple regression
rating model that employs 18 variables based on three year-
centred averages, including one year of forecasts, to produce a
score equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

RATING SENSITIVITIES

The main factors that could, individually or collectively, lead
to an upgrade are:

  - Greater confidence that the government debt-to-GDP ratio is
on a downward trajectory;

  - Convergence towards income levels of higher-rated sovereigns
without increasing macroeconomic imbalances; and

  - A sustained improvement in the external balance sheet.

The main factors that could, individually or collectively, lead
to the Outlook being revised to Stable are:

  - Failure to put government debt/GDP on a downward trajectory
over the medium term, for example due to fiscal slippage and/or
growth underperformance;

  - A sustained fall in foreign exchange reserves; and

  - An escalation in the Nagorno-Karabakh conflict leading to a
material impact on the Armenian economy or public finances.

KEY ASSUMPTIONS

Fitch assumes that Armenia will continue to experience broad
social and political stability.

Fitch assumes that the Russian economy will grow 1.8% in 2018 and
1.9% in 2019.

The full list of rating actions is as follows:

Long-Term Foreign-Currency IDRs affirmed at 'B+'; Outlook
Positive

Long-Term Local-Currency IDRs affirmed at 'B+'; Outlook Positive

Short-term foreign-currency IDR affirmed at 'B'

Short-term local-currency IDR affirmed at 'B'

Country Ceiling affirmed at 'BB-'

Issue ratings on long-term senior-unsecured foreign-currency
bonds affirmed at 'B+'

Issue ratings on long-term senior-unsecured local-currency bonds
affirmed at 'B+'

Issue ratings on short-term senior-unsecured local-currency bonds
affirmed at 'B'


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A U S T R I A
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HETA ASSET: FMA Approves Interim Payment to Creditors
-----------------------------------------------------
Matthias Wabl at Bloomberg News reports that Austrian regulator
FMA approves Heta Asset Resolution's additional interim payment,
bringing total interim payments to EUR8.2 billion.

According to Bloomberg, payment of EUR0.5 billion to creditors
with contested claims will be made to an escrow account pending
legal resolution.

FMA says Heta's wind-down proceeds are "significantly" above the
plan, Bloomberg relates.

Heta sees recovery proceeds of EUR10.5 billion under the updated
wind-down plan.  Remaining funds of EUR1.4 billion will suffice
to finish liquidation, Bloomberg notes.

Heta Asset Resolution AG is a wind-down company owned by the
Republic of Austria.  Its statutory task is to dispose of the
non-performing portion of Hypo Alpe Adria, nationalized in 2009,
as effectively as possible while preserving value.



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F R A N C E
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FINANCIERE TOP: Moody's Affirms B1 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and B1-PD probability of default rating to global
veterinary health company Financiere Top Mendel SAS (Ceva). The
outlook remains negative.

"The affirmation of the B1 rating continues to reflect the
company's track record of profitable growth, favorable industry
dynamics and strong liquidity profile" says Francesco Bozzano, a
Moody's analyst and lead analyst for Ceva. "The negative outlook
reflects that the company's high leverage for the B1 category,
with Moody's-adjusted (gross) debt/EBITDA expected to remain
above 6.0x in 2018 following a manufacturing incident, will leave
the rating as weakly positioned in 2018 and with limited room for
deviations in operating performance."

RATINGS RATIONALE

The B1 corporate family rating (CFR) assigned to Financiere Top
Mendel SAS (or Ceva) continues to reflect (1) an established
track record of profitable growth and deleveraging; (2) very
favourable industry dynamics, notably in emerging markets,
allowing Ceva to continue on its trajectory of future growth; (3)
a solid competitive position in certain niche segments; (4) a
good liquidity; and (5) a limited degree of concentration in
terms of both products and clients, with the company's top 10
products representing around 29% of revenue.

The rating is nevertheless constrained by (1) a highly leveraged
capital structure with estimated leverage, defined as Moody's-
adjusted gross debt/EBITDA, expected to remain above 5.5x at
least over the next 12 months; (2) the company's overall modest
size in a consolidating industry where the largest companies
benefit from greater economies of scale; and (3) a certain degree
of event risk because of the company's acquisitive nature.

Ceva's leverage will remain high in 2018 with Moody's Adjusted
Debt/EBITDA above 6.0x due to a temporary closure of a
manufacturing plant in the US related to a traceability issue of
certain vaccines, which is now resolved. However, Moody's doesn't
expect this closure to have any lasting effect on Ceva's
performance. The B1 rating reflects Moody's expectation that Ceva
will eventually deleverage towards 5.5x Moody's Adjusted
Debt/EBITDA over the next 18 months.

LIQUIDITY

Ceva's good liquidity profile was underpinned by a cash balance
of EUR149 million as of December 31, 2017. A further liquidity
buffer is provided by access to a EUR50 million revolving credit
facility (RCF) and a EUR100 million capital spending/acquisition
facility, both undrawn as of December 2017. Given the current
cash balance of the company, the RCF is expected to remain
undrawn in the foreseeable future.

STRUCTURAL CONSIDERATIONS

The B1 ratings, in line with the CFR, assigned to the EUR1.27
billion worth of term loans, the EUR50 million worth of RCF and
the EUR100 million worth of capital spending/acquisition facility
reflect their pari passu ranking in the capital structure and the
loss-sharing provisions, which remove structural subordination in
the structure. The loan facilities do not benefit from upstream
guarantees from the operating entities, and the security package
essentially consists of share pledges.

Ceva's RCF contains one maintenance covenant, which is only to be
tested if the RCF is drawn at 30% or more. An eventual non-
compliance with the covenant would not immediately trigger an
event of default for the term loans. The B1-PD probability of
default rating, in line with the CFR, reflects Moody's assumption
of a 50% recovery rate typical for bank debt structures with a
limited set of covenants.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the company's high leverage for the
B1 category with a Moody's adjusted gross debt/EBITDA expected to
remain above 5.5x for an extended period of time in part due to
the temporary closure of one of its manufacturing plants in Q1
2018. Ceva is expected to remain above the upper-end of the
trigger set for its rating-category for around 18 months, leaving
limited room for deviations in operating performance. Moreover,
the negative outlook does not leave room for large debt financed
acquisitions and the B1 assumes that free cash-flow will be used
for deleveraging over the next couple of years.

WHAT COULD CHANGE THE RATING UP/DOWN

In view of the company's current high leverage, upward pressure
on the rating is unlikely in the foreseeable future. Positive
pressure on the rating could develop should Ceva succeed in
deleveraging such that its debt/EBITDA ratio declines materially
below 5.0x and there is evidence of a strong commitment to
maintain leverage at this lower level on a sustainable basis
together with continued robust positive free cash flow
generation. A stabilization of the outlook could be considered if
the path towards a leverage of 5.5x was to materialize over the
next 12 to 18 months.

Conversely, negative pressure could develop if the company's
Moody's adjusted gross leverage stays above 5.5x on a sustainable
basis or if the company embarks upon a large debt financed
acquisition. A weakening in the company's liquidity profile could
also exert downward pressure on the ratings.

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

Financiere Top Mendel SAS (Ceva), whose core operating asset is
Ceva Sante Animale, is an independent company in the animal
health industry, focusing on the research, development,
production and marketing of pharmaceutical products and vaccines
for companion animals, poultry, ruminant and swine. In 2017, Ceva
reported revenue of EUR1.1 billion and an EBITDA of EUR238.8
million.

Headquartered in France, Ceva has offices in 49 countries,
operates in more than 110 countries and employs more than 5,500
employees worldwide.

Ceva is majority-owned by management, while a consortium of
sector-investors (bioMerieux, Sofiproteol) and private equity
firms (Euromezzanine, Sagard, CDH Investments and Temasek) have a
minority stake in the company.

Affirmations:

Issuer: Ceva Sante Animale

Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Financiere Mendel SAS

Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Financiere Top Mendel SAS

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Outlook Actions:

Issuer: Ceva Sante Animale

Outlook, Remains Negative

Issuer: Financiere Mendel SAS

Outlook, Remains Negative

Issuer: Financiere Top Mendel SAS

Outlook, Remains Negative


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G R E E C E
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GREECE: Last Big Austerity Package in Bailout Program Gets OK
-------------------------------------------------------------
Nektaria Stamouli at The Wall Street Journal reports that
Greece's parliament approved the last big austerity package of
its eight-year bailout program on June 14, preparing the country
for its full return to financing itself on bond markets beginning
this summer.

According to the Journal, Greek lawmakers from the ruling
coalition, led by the left-wing Syriza party of Prime Minister
Alexis Tsipras, passed a package of measures including pension
cuts, income-tax rises and privatizations.

The overhauls are required for the country to receive about EUR11
billion of financing from the eurozone's bailout fund, the
Journal states.  Greece hopes finance ministers from euro
countries -- known collectively as the Eurogroup -- will approve
the disbursement at their meeting on June 21, the Journal
discloses.

But a disagreement between Greece's most powerful bailout
creditors -- Germany and the International Monetary Fund -- over
how much debt relief the country needs to stay solvent is casting
a shadow over the end of the bailout, the Journal notes.  The
dispute could also threaten Greek efforts to win over
international investors, according to the Journal.

The eurozone and IMF have lent about EUR250 billion to Greece in
what has been the world's largest-ever bailout, the Journal
recounts.  The program started in 2010 after Greece was shut out
of bond markets because of its poor finances, the Journal relays.

The IMF has refused to release further loans to Greece until the
eurozone, led by Germany, agrees to far-reaching extensions of
the maturity dates on Europe's bailout loans to Athens, the
Journal states.

Berlin has balked at delaying Greece's loan repayments by more
than a few years, however, fearing a domestic political backlash
in Germany, where the Greek bailout is unpopular, the Journal
notes.

Officials involved in the talks say the IMF is now unlikely to
release any further credit for Greece, or to endorse the European
view that Greece's debt is sustainable, according to the Journal.


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PENTA CLO 4: Moody's Assigns B2 Rating to Class F Notes
-------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Penta CLO 4
Designated Activity Company:

EUR 2,500,000 Class X Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR 236,000,000 Class A Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR 38,000,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aa2 (sf)

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

EUR 30,050,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned A2 (sf)

EUR 20,550,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Baa2 (sf)

EUR 27,100,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Ba2 (sf)

EUR 10,450,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in December 2030. 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, Partners Group
(UK) Management Limited ("Partners Group"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

Penta CLO 4 Designated Activity Company is a managed cash flow
CLO. At least 90% of the portfolio must consist of senior secured
loans and senior secured bonds and up to 10% of the portfolio may
consist of unsecured obligations, second-lien loans, mezzanine
loans and high yield bonds. The portfolio is expected to be
approximately at least 92% ramped up as of the closing date and
to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer issues EUR 38.55 million 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. Partners Group's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, 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: EUR 400,000,000

Diversity Score: 37

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

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

Stress Scenarios:

Together with the set of modeling assumptions, 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. 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 3220 from 2800)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: 0

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

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

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: -1

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

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

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -2

Class F Senior Secured Deferrable Floating Rate Notes: -2


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I T A L Y
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NAPLES CITY: Fitch Affirms 'BB+' LT IDRs, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed the Italian City of Naples' Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB+'
and Short-Term Foreign Currency IDR at 'B'. The Outlook is
Negative. The issue ratings on Naples' senior unsecured bond and
on the city's programme have also been affirmed at 'BB+'.

The ratings factor in Naples' reliance on a supportive
institutional framework in the form of a preferential payment
mechanism for timely debt servicing, as poor tax and fee
collection rates weigh on fiscal performance, limiting the
recovery of the city's fund balance deficit. They also reflect
the city's GDP growth, high but stable debt and ongoing weak
liquidity.

The Negative Outlook reflects challenges in implementing the
city's recovery plan, which hinges on asset sales of about EUR400
million in 2018-2020, and on improving revenue collection, which
has so far been less than adequate.

KEY RATING DRIVERS

Institutional Framework (Neutral/Stable)

Fitch views inter-governmental relations as neutral to Naples'
ratings. Naples benefits from state transfers to offset its
weaker-than-national average fiscal capacity, and capital subsidy
funding for large projects. State transfers account for one third
of current revenue, the most relevant being the equalisation fund
(EUR340 million in 2017).

Naples also received subsidised loans to pay down its commercial
liabilities and legal coverage to reschedule its recovery plan to
20 years from the original 10 years. The central government is
expected this year to take over nearly 80% of the EUR85 million
off-balance sheet debt accrued for past liabilities linked to the
after-earthquake reconstruction.

The preferential payment mechanism allows Naples to prioritise
debt service, together with staff costs and some defined
essential services, as long as subordinated bills are paid
according to the chronology of invoices. Fitch calculated Naples'
prioritised operating expenditure at 85% of total spending and
evaluated the city's adjusted senior operating margin in its
overall assessment.

Fiscal Performance (Weakness/Stable)

Naples' 2017 operating balance, adjusted for difficult-to-collect
revenue, was low at EUR90 million, or about 7.5% of operating
revenue, barely covering interest expenses. However, when
adjusted for operating expenditure that could be subordinated,
the margin improves to EUR230 million or 20%, translating into
debt service coverage of 1.25x from 0.5x. The city's plan to
strengthen the margin by improving tax and fee collection
continues to fall short of expectations. Therefore, Fitch expects
the city to collect about 75% of its forecast EUR1 billion own
revenue.

Fitch expects total operating expenditure to remain under
control, with purchases growing at an average inflationary rate
of 1.4% in the medium term. Staff costs will continue to decrease
due to early retirements and hiring freeze under the recovery
plan, which has led to an employee reduction of roughly 15% of
the city's workforce since 2014. Under Fitch's forecasts, the
city's EUR0.8 billion capex in 2019-2020 will focus on
transportation, extraordinary road maintenance, public lighting
and urban renovation. They will mostly be funded by non-debt
resources such as EU funds and transfers.

The city's plan to sell real estate assets to institutional
counterparties (governmental real estate fund INVIMIT and social
insurance agency INAIL) will be devoted to shrinking the fund
balance deficit, which remained large at EUR1.3 billion at end-
2017. Fitch believes that the planned EUR400 million asset sales
may take longer-than-expected to materialise, given the EUR35
million sale of a municipal company's stake in 2018 was the first
tangible result since the recovery plan launch in 2014.

Debt, Liabilities and Liquidity (Weakness/Stable)

Under Fitch's rating scenario, Naples' direct risk will stabilise
at around EUR2.4 billion in 2018-2020 net of undrawn borrowing,
or above 200% of the budget when EUR1.2 billion subsidised loans
to pay down the city's commercial liabilities are included. In
its rating case, Fitch expects the city's debt payback ratio to
average 30 years in the medium term, improving to 10 years when
considering the senior operating margin. New borrowing of around
EUR250 million, which roughly matches the city's debt repayment
over the next two years, will be drawn from Cassa Depositi e
Prestiti (CDP, BBB/Stable, the national government financial arm)
and the European Investment Bank.

CDP and the national government are counterparties to nearly 75%
of Naples' direct risk and almost the entire stock of Naples'
loans carries fixed interest rates, reflecting a low risk
appetite. Fitch expects debt coverage will be weak, while cash
flows remain a risk over the medium term, since the city's
liquidity averages around EUR100 million in 2017-2018. However,
timely debt service is underpinned by the preferential payment
mechanism that binds the treasury bank to earmark available
liquidity for servicing financial obligations.

Economy (Neutral/Stable)

With nearly 1 million inhabitants, Naples is one of the biggest
Italian cities and, although it is the most dynamic and
industrialised city in southern Italy, its socio-economic profile
remains weak relative to national levels, also affected by a
large shadow economy. Naples' official labour market continues to
underperform the national economy with an unemployment rate of
more than 20% (11.7% nationally). The city's mild GDP recovery,
which continued in 2017 and has been driven by tourism, industry
and commerce, could help improve tax performance.

Management & Administration (Weakness/Negative)

The city's administration is facing a challenging recovery plan
amid a low tax-compliant environment, where the achievement of an
annual EUR130 million-EUR180 million shrinkage of the fund
balance deficit relies on overcoming tax evasion. Accounts
payable of EUR1.5 billion, when outstanding bills for capex are
added, at end-2017 and subsequent one-year payment in arrears of
commercial debt could add pressure to the city's liquidity.

In Fitch's view, continued reliance on the preferential payment
mechanism carries a systemic risk as pressures on liquidity from
growing payables and contingent liabilities may hamper the
functioning of the mechanism, eventually leading to default.
Hence, Fitch reflects this risk by notching Naples' ratings off
the sovereign (Republic of Italy, BBB/Stable) by nearly one
category.

KEY ASSUMPTIONS

Fitch assumes that the existing preferential payment mechanism as
defined by national law will continue to support timely debt
servicing by Naples, despite the city's growing commercial
liabilities in the medium term as its cash flows generation
capacity continues to be weak.

RATING SENSITIVITIES

A persistently negative adjusted current balance or failure to
shrink the fund balance deficit would lead to a downgrade. The
ratings could also be downgraded if debt and equivalents rise
above 2.5x operating revenue or if the preferential payment
mechanism protecting financial lenders is removed or undermined
by regulatory changes.

The Outlook could be revised to Stable if the fund balance
deficit shrinks as a result of higher- than-expected asset sales
or an improvement in operating performance.


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


SILVERSEA CRUISE: S&P Places 'B' CCR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed all its ratings, including the 'B'
corporate credit rating, on Monaco-based Silversea Cruise Holding
Ltd. on CreditWatch with positive implications.

The CreditWatch listing follows higher-rated Royal Caribbean's
announcement that it is acquiring a roughly two-thirds stake in
Silversea.

S&P said, "In resolving the CreditWatch, we plan to monitor
Royal's progress toward closing the acquisition, including
securing required regulatory approvals. Upon close of the sale of
a majority stake to Royal Caribbean, we expect to raise the
ratings on Silversea by three notches because we believe
Silversea will be strategically important to Royal Caribbean."


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


AKIBANK: Moody's Withdraws Caa1 Long-Term Bank Deposit Ratings
--------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
Akibank:

  - Long-term local- and foreign-currency bank deposit ratings of
Caa1

  - Short-term local and foreign-currency bank deposit ratings of
Not Prime

  - Long-term Counterparty Risk Assessment of B3(cr)

  - Short-term Counterparty Risk Assessment of Not Prime(cr)

  - Baseline credit assessment (BCA) and adjusted BCA of caa1

At the time of the withdrawal, the bank's long-term deposit
ratings carried a negative outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Akibank is a small bank ranking among top 150 Russian banks with
total assets of RUB23 billion as of May 1, 2018 under local GAAP.
It is headquartered in Naberezhnye Chelny, Tatarstan region, and
has 5 branches in Russian towns.


KOSTROMA REGION: Fitch Alters Outlook to Pos. & Affirms B+ IDRs
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on the Russian Kostroma
Region's Long-Term Foreign- and Local-Currency Issuer Default
Ratings (IDRs) to Positive from Stable and affirmed the IDRs at
'B+'. The agency has also affirmed the region's Short-Term
Foreign-Currency IDR at 'B'. The region's outstanding senior
unsecured debt has been affirmed at 'B+'.

The revision of the Outlook reflects Kostroma's improved
budgetary performance and lessened refinancing pressure due to
enhanced support from the federal government. The ratings also
factor in the region's high debt burden resulting from an ongoing
structural deficit and a weak fiscal capacity stemming from the
modest size of the region's economy and budget.

KEY RATING DRIVERS

The revision of the Outlook reflects the following rating drivers
and their relative weights:

HIGH

Fiscal Performance (Weakness/Positive)

Fitch projects Kostroma will consolidate its operating margin at
about 10% and will maintain a current balance at about 5% of
current revenue over the medium term. This is material
improvement compares with operating margins of 0%-4% recorded in
2014-2016 that were not sufficient to cover interest payments.
This improvement will be supported by an expected increase in
general purpose grants from the federal budget due to changes in
their formula allocation. Also Fitch expects the region will save
on interest payments due to an increased share of low-cost budget
loans in its debt portfolio and lower interest rates on market
borrowings.

Fitch forecasts Kostroma will maintain a small budget deficit of
2%-4% of total revenue over the medium term, which significantly
outperforms the deficit of 10%-18% recorded in 2013-2016. The
region is committed to containing its deficit as required by the
Ministry of Finance, and even plans surplus budgets in 2018-2020.
Fitch does not envisage this target to be met as Kostroma's
fiscal capacity remains low and even a balanced budget target
could call for additional support from the federal government.

In 2017, Kostroma's budgetary performance improved as operating
margin recovered to 13% from 4% in 2016 and deficit narrowed to
4% from 14.5% in 2016. The better performance was underpinned by
a 9% growth of tax revenue on the national economy's recovery and
higher transfers from the federal budget. Additionally the
administration imposed some cost-cutting measures and reduced
operating expenditure by 1% yoy, while capex was kept at an
already low 11.6% of total spending.

Debt and Other Long-Term Liabilities (Weakness/Positive)

Fitch revised the trend on debt to Positive from Stable,
following the adminstration's restated projection and reflecting
its latest expectation that Kostroma's debt growth will
decelerate due to a shrinking deficit, while debt levels will
likely remain high over the medium term. Fitch projects that
direct risk will moderately increase to RUB24.6 billion by end-
2020 (2017: RUB22 billion) and relative to current revenue it
will stabilise at about 90%-95%, which is below the average 101%
in 2015-2017. The high debt level is partly mitigated by the
material low-cost budget loans as a share of total debt. By end-
2017 it increased to 57% of direct risk, from 40% at end-2016 as
the federal government has provided an additional RUB6.8 billion
budget loans to Kostroma.

In 1Q18, Kostroma has significantly reduced refinancing pressure
by refinancing all short-term borrowings (40% of debt portfolio
in 2016-2017) with five-year bank loans and by participating in a
federal debt restructuring programme, which extended the maturity
of its RUB12 billion budget loans till 2024 from 2019-2022. As a
result, 47% of debt maturities have been shifted to 2023 and the
weighted average life of debt improved markedly to 5.1 years by
end-May 2018 from 1.6 years in mid-2017 (Fitch's estimate). This
led debt servicing costs to decline to 10% of estimated current
revenue in 2019-2020 from an average 61% in 2016-2017.

MEDIUM

Institutional Framework (Weakness/Stable)

Fitch views Russia's weak institutional framework for local and
regional governments (LRGs) as a constraining factor on the
region's ratings. Weak institutions have a short track record of
stable development compared with many of the region's
international peers. Unstable intergovernmental set-up leads to
lower predictability of LRGs' budgetary policies and negatively
affects the region's forecasting ability.

LOW

Economy (Weakness/Stable)

Kostroma Region is located in the European part of Russian and
has about 650,000 residents. Its economic profile is weaker than
the average Russian region, with a gross regional product (GRP)
per capita at 74% of the national median in 2015. This results in
the region's below-average tax capacity and material reliance on
financial aid from the federal budget, which represents about 30%
of the region's operating revenue. Based on the region's
estimates GRP grew 1% in 2017 (2016: 0.5%) and is forecast to
rise 1.4%-2.9% p.a. in 2018-2020, which is in line with Fitch's
Russian GDP growth forecast of 1.8% in 2018 and 1.9% in 2019.

Management and Administration (Neutral/Stable)

The administration follows a socially-oriented fiscal policy
within an annually adopted three-year budget. As with most
Russian LRGs, regional budgetary policy is strongly dependent on
the decisions of the federal authorities. Kostroma receives
ongoing support, which was increased in 2017-2018, from the
federal government in the form of transfers and budget loans. In
return for this support, the region's administration is obliged
to achieve the financial targets on budget and debt imposed by
the Ministry of Finance.

RATING SENSITIVITIES

An upgrade would follow a consistently positive current margin
and stabilisation of direct risk at below 100% of current revenue
accompanied by moderate refinancing pressure on a sustained
basis.

SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

Fitch has made a number of adjustments to the official accounts
to make the LRG comparable internationally for analyses purposes.
For Kostroma region these adjustments include:

  - Transfers of capital nature received were re-classified from
operating revenue to capital revenue.

  - Transfers of capital nature made were re-classified from
operating expenditure to capital expenditure.

  - Goods and services of capital nature were re-classified from
operating expenditure to capital expenditure.

DATE OF RELEVANT COMMITTEE

June 13, 2018

Kostroma Region
  -- Long Term Issuer Default Rating; Affirmed; B+; RO:Pos

  -- Short Term Issuer Default Rating; Affirmed; B

  -- Local Currency Long Term Issuer Default Rating; Affirmed;
B+; RO:Pos

  -- Senior unsecured LT B+; Long Term Rating; Affirmed; B+

  -- RUB 3 bln Variable Rate Notes 28 Sep 2018 RU000A0JU6N4; Long
Term Rating; Affirmed; B+


KIROV REGION: Fitch Affirms 'BB-' LT IDRs, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Russian Kirov Region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at
'BB-' with Stable Outlooks and Short-Term Foreign-Currency IDR at
'B'.

The affirmation reflects Kirov's volatile, albeit improving
fiscal performance, and Fitch's expectation of stabilisation of
debt amid close to balance budget in the medium term. The ratings
also factor in the region's low fiscal capacity resulting from
its modest economic indicators, which is mitigated by continuous
support from the federal government in the form of low-cost
budget loans and transfers.

KEY RATING DRIVERS

Fiscal Performance Assessed as Weakness (Positive Trend)
Fitch projects Kirov's operating margin will consolidate at 4%-5%
in 2018-2020 after its gradual recovery from negative value in
2013 to a peak of 7% in 2017. The operating balance will be
sufficient to cover interest payments, so the current margin
should remain positive for a sustained period. The better
performance is supported by higher current transfers from the
federal budget due to changes in the formula for federal grant
calculations, which benefit most economically weaker Russian
regions, amid a moderate increase in tax revenue.

In its base case scenario, Fitch forecasts a small deficit over
the medium term as region needs to meet the requirements of debt
decline relative to budget revenue set by the federal ministry of
finance. The region recorded surplus before debt at 1.5% of total
revenue in 2017 after a long period of high budget deficits,
which averaged 9.3% in 2012-2016. The surplus was supported by
operating revenue growth of almost 10%, and a further cut in the
region's already low capex to below 10% of total spending in 2017
(2016: 11.7%).

The region's tax capacity and fiscal flexibility remains low.
Kirov's tax-raising ability is limited by the modest size of the
regional tax base and low autonomy in setting tax rates. Most
expenditure is social-oriented and therefore rather rigid.
Additional pressure will come from expected staff costs growth,
following the federal government's recent decision to increase
the minimal salary to subsistence level.

Debt and Other Long-Term Liabilities Assessed as Neutral (Stable
Trend)

Fitch forecasts the region's absolute direct risk will moderately
towards RUB26.5 billion by end-2020 from RUB25.9 billion at end-
2017, but will stabilise at 55% relative to current revenue
(2017: 58.8%), which is moderate relative to international peers.
Risk is also mitigated by material low-cost budget loans (about
64% of the risk at end-2017) as a share of total debt, which
helps the region save on interest payments. The remaining debt
consists of one- to three-year bank loans.

Like most Russian regions, Kirov took part in the budget loan
restructuring programme initiated by the federal government at
end-2017. This allows Kirov to benefit in terms of maturity
prolongation of a significant part of its direct risk. According
to the programme, the maturity of RUB15.8 billion budget loans
received by the region in 2015-2017 has been restructured for
seven years, with most of the payments due in 2021-2024.

Management Assessed as Neutral (Stable Trend)

The administration follows a socially-oriented fiscal policy
within an annually adopted three-year budget, which includes the
budget for the current financial year and forecasts for two years
ahead. The budgeted figures are usually amended within each
financial year and annually. Like most Russian local and regional
governments (LRGs), regional budgetary policy is strongly
dependent on the decisions of the federal authorities. The
administration receives stable support from the federal
government in the form of transfers and - in previous periods -
budget loans.

The region's government is committed to narrowing the deficit and
limiting debt growth, driven by requirements imposed by the
Ministry of Finance as a condition for budget loan grants to the
region.

Economy Assessed as Weakness (Stable Trend)

Kirov is a medium-sized region in the north of European Russia
with population of 1.289 million residents. Kirov's economic
profile is weaker than the average Russian region and its gross
regional product (GRP) per capita was 65% of the national median
in 2015. However, the economy is diversified and its major
taxpayers are spread across various sectors. Based on the
region's estimates, GRP will likely stagnate 2018 after three
years of downturn and will demonstrate moderate 1.5%-3.0% annual
growth in 2019-2020. Fitch estimates Russian economy growth of
1.5% yoy in 2017 and annual 1.8%-1.9% growth in 2018-2019.

Institutional Framework Assessed as Weakness (Stable Trend)

Fitch views Russia's weak institutional framework for LRGs as a
constraining factor on the LRGs' ratings. Weak institutions have
a short track record of stable development compared with many of
its international peers. Unstable intergovernmental set-up leads
to lower predictability of LRGs' budgetary policies and
negatively affects the region's forecasting ability, and debt and
investment management.

RATING SENSITIVITIES

Resumed deterioration of the budgetary performance leading to a
negative current balance and inability to curb the growth of
direct risk accompanied by persistent refinancing pressure could
lead to a downgrade.

Consolidation of the fiscal performance, with an operating
balance sufficient for interest payments on a sustained basis and
stabilisation of direct risk could lead to an upgrade.


RGS BANK: Moody's Withdraws B2 Long-Term Bank Deposit Ratings
-------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
RGS Bank:

  - Long-term local- and foreign-currency bank deposit ratings of
B2

  - Short-term local and foreign-currency bank deposit ratings of
Not Prime

  - Long-term Counterparty Risk Assessment of B1(cr)

  - Short-term Counterparty Risk Assessment of Not Prime(cr)

  - Baseline credit assessment (BCA) of caa1 and adjusted BCA of
b2

At the time of the withdrawal, the bank's long-term deposit
ratings carried a developing outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Headquartered in Moscow, RGS Bank ranks among top 50 Russian
banks with total assets of RUB135 billion as of May 1, 2018 under
local GAAP. The bank is majority owned by Bank Otkritie Financial
Corporation PJSC (BOFC) and will be soon merged with the latter
in line with the integration processes within the group.


RUSSIAN STANDARD: Creditors Seek Repayment of Bond in Default
-------------------------------------------------------------
Anna Baraulina and Luca Casiraghi at Bloomberg News report that a
group of Russian Standard Ltd.'s creditors has requested
immediate repayment of a US$545 million bond that's been in
default since November.

According to Bloomberg, an e-mailed statement said the
bondholders, holding more than 25% of the debt, sent the notice
after rejecting an offer sent in March to buy back notes at 25%
of face value.  The creditors are seeking to preempt any new
attempt by founder Roustam Tariko to restructure the notes,
issued in 2015 as part of an overhaul of debt sold by Russian
Standard Bank, Bloomberg discloses.

The issuer missed a US$35 million interest payment last year,
blaming a "lack of income", Bloomberg relates.

The bonds, maturing in October 2022 and secured against a 49
percent stake in Russian Standard Bank, are currently quoted
at 23 cents on the dollar, according to data compiled by
Bloomberg.



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


BANCO POPULAR: New Report Into Bank Rescue Not Independent
----------------------------------------------------------
According to Bloomberg News' Thomas Beardsworth, Banco Popular
creditor group including Pimco and Algebris says a report into
the bank rescue that wiped out their holdings is "clearly not
independent" and likely to be "heavily redacted".

The new report estimating what creditors would have received in a
normal insolvency is not independent because the same consultant
produced the preliminary report, says Richard East, the
creditors' lawyer at Quinn Emanuel Urqhart & Sullivan, Bloomberg
relates.

"We continue to have significant doubts and concerns regarding
the outcome," Bloomberg quotes Mr. East as saying.

                      About Banco Popular

Banco Popular Espanol SA is a Spain-based commercial bank.  The
Bank divides its business into four segments: Commercial Banking,
Corporate and Markets; Insurance Activity, and Asset Management.
The Bank's services and products include saving and current
accounts, fixed-term deposits, investment funds, commercial and
consumer loans, mortgages, cash management, financial assessment
and other banking operations aimed at individuals and small and
medium enterprises (SMEs).  The Bank is a parent company of Grupo
Banco Popular, a group which comprises a number of controlled
entities, such as Targobank SA, GAT FTGENCAT 2005 FTA, Inverlur
Aguilas I SL, Platja Amplaries SL, and Targoinmuebles SA, among
others.  In January 2014, the Company sold its entire 4.6% stake
in Inmobiliaria Colonial SA during a restructuring of the
property firm's capital.


BANKINTER 10: S&P Affirms CCC- Rating on Class E Notes
------------------------------------------------------
S&P Global Ratings took various credit rating actions in three
Spanish residential mortgage-backed securities (RMBS)
transactions: Bankinter 10, Fondo de Titulizacion de Activos,
Bankinter 11 Fondo de Titulizacion Hipotecaria, and Bankinter 13,
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
transactions information that we have received, and reflect the
transactions' 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 this transaction 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."

The counterparty risks in these transactions relate to the
guaranteed investment contract (GIC) accounts and the swaps,
which are provided by Societe Generale (Madrid Branch) and Credit
Agricole Corporate And Investment Bank, respectively.

S&P said, "The replacement language in these transactions' GIC
account agreements is in line with our current counterparty
criteria. Therefore, the application of these criteria does not
cap our ratings in these transactions. As Societe Generale
(Madrid Branch) is not rated, under our bank branch criteria we
consider it to have the same rating as its parent branch, Societe
Generale.

"The transactions' hedge agreements provided by Credit Agricole
Corporate And Investment Bank S.A. (A/Positive/A-1) mitigates
basis risk arising from the different indexes between the
securitized assets and the notes. We do not consider the
replacement language in the swap agreements of these transactions
to be in line with our current counterparty criteria. Under these
criteria, we give benefit to the swap in our analysis at rating
levels up to our long-term issuer credit rating (ICR) on the
corresponding swap counterparty, plus one notch. In our analysis,
we do not give benefit to the swap at rating levels above one
notch higher than our long-term ICR on the swap counterparties.
At these levels, we model the basis risk as unhedged.

"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."

BANKINTER 10

S&P said, "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. As the pool's
attributes indicate better credit quality than the archetype, we
increased the projected loss that we modeled to meet the minimum
floor under our European residential loans criteria."

  Rating level     WAFF (%)    WALS (%)

  AAA                 9.65       32.70
  AA                  6.43       29.60
  A                   4.82       20.60
  BBB                 3.54       15.50
  BB                  2.25       3.70
  B                   1.29       2.00

The class A2, B, C, and D notes' credit enhancement has increased
to 11.0%, 8.4%, 5.5%, and 3.1%, respectively, from 10.0, 7.6%,
5.0%, and 2.8% in our February 2017 review, due to the
amortization of the notes, which has been sequential since
September 2017 as the reserve fund is at 99.92% of its required
level.

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.

"The application of our RAS criteria allows our rating on the
class A2 notes to be at six notches above our unsolicited 'A-'
long-term sovereign rating on Spain. We have therefore raised to
'AAA (sf)' from 'AA+ (sf)' and removed from CreditWatch positive
our rating on this class of notes, which continues to be delinked
from the long-term ICR on the swap counterparty.

"The application of our European residential loans criteria
supports a 'AA (sf)' rating on the class B notes. However, this
rating is constrained by the application of our credit stability
criteria because it would likely fall below 'A (sf)' within one
year under moderate stress conditions. We have raised to 'A+
(sf)' from 'A (sf)' and removed from CreditWatch positive our
rating on the class B notes, our rating is not capped by our RAS
analysis. This rating is now delinked from the long-term ICR on
the swap counterparty.

"Our rating on the class C notes is not capped by our RAS
analysis as the application of our European residential loans
criteria, including our updated credit figures, determines our
rating on the notes at 'BBB+ (sf)'. We have therefore raised to
'BBB+ (sf)' from BB+ (sf)' and removed from CreditWatch positive
our rating on this class of notes.

"Credit enhancement has increased for the class D notes because
the reserve fund has not been able to amortize. However,
following the application of our criteria for assigning 'CCC'
category ratings, we believe that payments on this class of notes
depend on favorable financial and economic conditions. We have
therefore affirmed and removed from CreditWatch positive our 'B-
(sf)' rating on this class of notes.

"The affirmation of our 'CCC- (sf)' rating on the class E notes,
which were issued at closing to fund the reserve fund, reflects
that payments on this class are more dependent on favorable
financial and economic conditions."

BANKINTER 11

S&P said, "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 since our previous review, mainly driven by our
revised foreclosure frequency assumptions."

  Rating level     WAFF (%)    WALS (%)

  AAA                 7.18       31.46
  AA                  4.91       26.14
  A                   3.73       17.16
  BBB                 2.76       13.47
  BB                  1.84       10.65
  B                   1.14       8.26

S&P said, "The class A2, B, C, and D notes' credit enhancement
has remained at 12.1%, 8.6%, 5.1%, and 2.9% since our February
2017 review, due to the amortization of the notes, which is pro
rata and the amortizing reserve fund, which has not yet reached
its floor.

"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.

"The application of our RAS criteria allows our rating on the
class A2 notes to be at six notches above our unsolicited 'A-'
long-term sovereign rating on Spain. We have therefore raised to
'AAA (sf)' from 'AA+ (sf)' and removed from CreditWatch positive
our rating on the class A2 notes, which continues to be delinked
from the long-term ICR on the swap counterparty.

"The application of these criteria caps our rating on the class B
notes at four notches above our unsolicited 'A-' long-term
sovereign rating on Spain as it is not the most senior class of
notes. We have therefore raised to 'AA (sf)' from 'AA- (sf)' and
removed from CreditWatch positive our rating on this class of
notes, which continues to be delinked from the long-term ICR on
the swap counterparty.

"The application of our RAS criteria caps our rating on the class
C notes at our unsolicited 'A-' long-term sovereign rating on
Spain. We have therefore raised to 'A- (sf)' from 'BBB+ (sf)' and
removed from CreditWatch positive our rating on this class of
notes. Credit enhancement has remained stable for the class D
notes because of the reserve fund's amortization. However,
following the application of our criteria and guidance for
assigning 'CCC' category ratings, we believe that payments on
this class of notes depend on favorable financial and economic
conditions. We have therefore affirmed and removed from
CreditWatch positive our 'B- (sf)' rating on the class D notes."

BANKINTER 13

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

  Rating level     WAFF (%)    WALS (%)

  AAA                 13.57      19.93
  AA                  9.48       15.71
  A                   7.25       9.52
  BBB                 5.47       6.70
  BB                  3.72       4.97
  B                   2.34       3.64

The class A2, B, C, and D notes' credit enhancement has remained
unchanged at 11.6%, 8.7%, 5.6%, and 3.0% since our February 2017
review, due to the amortization of the notes, which is pro rata
and the amortizing reserve fund, which has not yet reached its
floor. The class E notes were issued at closing to fund the
reserve fund.

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.

"The application of our RAS criteria allows our rating on the
class A2 notes to be at six notches above our unsolicited 'A-'
long-term sovereign rating on Spain. We have therefore raised to
'AAA (sf)' from 'AA+ (sf)' and removed from CreditWatch positive
our rating on this class of notes, which continues to be delinked
from the swap counterparty.

"Our rating on the class B notes is capped at the long-term ICR
on the swap counterparty plus one notch under our counterparty
criteria even though the application of our European residential
loans criteria, including our updated credit figures, supports a
higher rating. We have therefore affirmed and removed from
CreditWatch positive our 'A+ (sf)' rating on this class of notes.

"Our rating on the class C notes is not capped by our RAS
analysis as the application of our European residential loans
criteria, including our updated credit figures, determines our
rating on the notes at 'BBB (sf)'. We have therefore affirmed and
removed from CreditWatch positive our 'BBB (sf)' rating on this
class of notes.
Our rating on the class D notes is not capped by our RAS analysis
as the application of our European residential loans criteria,
including our updated credit figures, determines our rating on
the notes at 'BB- (sf)'. We have therefore raised to 'BB- (sf)'
from 'B+ (sf)' and removed from CreditWatch positive our rating
on this class of notes."

The class E notes were issued at closing to fund the reserve fund
and interest and principal payments will be made on this class
after the reserve fund has replenished. This tranche has been
paying timely interest due as a consequence of the negative
interest rates and interest not being accrued on senior tranches.
Once interest rates start increasing again, there will be no
excess spread to cover for the interest on this tranche given its
subordinated position in the priority of payments. S&P said,
"Following the application of our criteria for the use of 'D'
category ratings, even if amounts due on this class of notes have
resumed and interest is currently being paid, given its
subordination to the reserve fund in the priority of payments, we
believe a further default is virtually certain. We have therefore
affirmed our 'D (sf)' rating on this class of notes."

Bankinter 10, 11, and 13 are Spanish RMBS transactions, which
closed between June 2005 and November 2006. Bankinter S.A.
originated the pools, which comprise loans granted to prime
borrowers secured over owner-occupied residential properties in
Spain, and, in the case of Bankinter 11, loans with flexible
features.

  RATINGS LIST

  Class             Rating
              To               From

  Bankinter 10 Fondo de Titulizacion de Activos
  EUR1.74 Billion Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

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

  Rating Affirmed And Removed From CreditWatch Positive

  D           B- (sf)           B- (sf)/Watch Pos

  Rating Affirmed

  E           CCC- (sf)

  Bankinter 11 Fondo de Titulizacion Hipotecaria
  EUR900 Million Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

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

  Rating Affirmed And Removed From CreditWatch Positive

  D           B- (sf)           B- (sf)/Watch Pos

  Bankinter 13 Fondo de Titulizacion de Activos
  EUR1.57 Billion Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

  A2          AAA (sf)          AA+ (sf)/Watch Pos
  D           BB- (sf)          B+ (sf)/Watch Pos

  Ratings Affirmed And Removed From CreditWatch Positive

  B           A+ (sf)           A+ (sf)/Watch Pos
  C           BBB (sf)          BBB (sf)/Watch Pos

  Rating Affirmed

  E           D (sf)


LHMC BIDCO: Moody's Assigns B1 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and B1-PD probability of default rating (B1-PD) to
LHMC Bidco S.L.U. ("Cirsa", or "the company"). LHMC Bidco S.L.U.
will be the new holding company for the Cirsa group following the
completion of its acquisition by private equity funds managed by
Blackstone. Concurrently, Moody's has assigned ratings of B2
(LGD4) to LHMC Finco, S.a.r.l.'s EUR1,560 million proposed Senior
Secured Notes split across EUR, USD and EUR Floating Rate Note
tranches. Cirsa Funding Luxembourg S.A.'s B2 instrument ratings
for the existing notes (EUR 450 million senior notes due 2021 and
EUR500 million notes due 2023) remain unchanged, and the B1 CFR,
B1-PD and outlook for Cirsa Gaming Corporation, S.A. have been
withdrawn. The outlook for all the ratings is stable.

RATINGS RATIONALE

The rating reflects Cirsa's (i) leading market position in Spain
and Latin America, with an improved risk profile as Argentina
will no longer be part of the business; (ii) strong operating
performance with consistent growth in spite of challenging market
conditions (partially due to acquisitions); (iii) good
diversification by gaming segment and geography, and; (iv) strong
track record in successfully managing a difficult operating
environment and Moody's expectation that the company will
continue to mitigate the challenges arising in emerging markets.

The rating is constrained by the company's (i) relatively high
Moody's adjusted leverage of 4.6x (PF2017), albeit with an
expectation that this will moderately decrease within the next 12
months; (ii) significant presence in certain emerging markets and
therefore its exposure to high operational risk; (iii) ongoing
threat of regulatory and taxation risks inherent to the gaming
industry; (iv) exposure to foreign exchange fluctuations and
reliance on repatriation of cash, although the company has a good
track record of accessing cash from Latin American operations to
support debt servicing at the parent level, and; (v) its smaller
scale due to its divestment of the Argentinian operations which
improves the risk profile.

Liquidity

Moody's considers that Cirsa has good liquidity which is
underpinned by (i) c.EUR131.8 million cash on balance sheet at
transaction close; (ii) a EUR200 million revolving credit
facility (RCF), entirely undrawn at close; and (iii) no imminent
debt maturities. The RCF is subject to a springing covenant
(senior secured first lien leverage ratio not to exceed 7.5x )
which will be tested when the facility is 40% drawn and is not
expected to be breached because it is set with large headroom.

Although the company has reasonable cash balances, approximately
EUR42 million of this is required for operations. Given Cirsa's
presence in certain emerging markets, the liquidity profile is
also contingent on it being able to access cash and cash flow on
an ongoing basis from these jurisdictions, which the company has
a long track record of being able to do successfully.

Structural Considerations

The proposed EUR1,560 million Senior Secured Notes all due 2025
will benefit from a security package including share pledges,
security over certain bank accounts, and assignment of
intercompany loans. They will also benefit from a guarantee
package from subsidiaries that will comprise 53.6% of the
company's pro forma adjusted EBITDA as of LTM March 31, 2018.

The B2 rating reflects their position as secured obligations
within the capital structure, pari passu to the new Super Senior
EUR200 million RCF (unrated), but ranking behind on enforcement,
and taking into account existing debt at the non-guarantor
operating company level of about EUR125 million.

Outlook

The stable outlook reflects Moody's expectation that there will
be continuity of management and no material change in strategy,
that the company will be able to achieve moderate deleveraging,
mitigate unfavorable currency movements, and continue to generate
strong free cash flow. Moody's also assumes that there will be no
further materially adverse regulations and/or taxation changes,
that there will be no deterioration in liquidity and that
licences will be successfully renewed.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure, while unlikely in the near term could be exerted
on the rating if Cirsa's strong operating performance enables the
company to improve its credit metrics such that the debt/EBITDA
ratio (as adjusted by Moody's) reduces sustainably below 3x and
EBIT/interest increases to above 2.5x on a sustainable basis.
Upward rating pressure would also require sustained and
meaningful cash flow generation and a financial policy consistent
with a Ba rating category.

Downward pressure on the ratings could occur if the criteria set
for a stable outlook were not met, if Moody's adjusted
debt/EBITDA increased sustainably towards 5x, Moody's adjusted
EBIT/interest were to trend towards 1.5x, or if the company's
liquidity deteriorated. Additionally, any material debt-funded
M&A or shareholder distributions could put immediate pressure on
the ratings.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Founded in 1978 by current owner Mr. Manuel Lao Hernandez and
headquartered in Terrassa, Spain, Cirsa is an international
gaming operator with 146 casinos, 180 arcades, 69 bingo halls,
over 75,000 slot machines and more than 2,200 betting locations
(excluding Argentina). The company is present in 9 countries
(excluding Argentina) where it has market leading positions:
Spain and Italy in Europe; Panama, Colombia, Mexico, Peru, Costa
Rica and Dominican Republic in Latin America; and Morocco. Pro
forma for the acquisition by Blackstone, which includes the sale
of Argentina, revenues and EBITDA were EUR1.4 billion and EUR373
million (adjusted) in 2017.


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


UNILABS SUBHOLDING: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) of Unilabs Subholding AB (Unilabs), a clinical
laboratory services and medical diagnostic imaging services
network. The rating agency has concurrently affirmed the B2-PD
probability of default rating (PDR), the B1 rating of the senior
secured facilities, including the EUR1,130 million term loan (to
be increased by EUR250 million) and EUR200 million revolving
credit facility borrowed by Unilabs Diagnostics AB, and the Caa1
rating of the EUR405 million senior unsecured notes issued by
Unilabs. The outlook for all ratings is stable.

The rating action follows the company's announcement that it is
in advanced discussions to acquire a clinical laboratory services
network in a key existing market, and reflects the following
interrelated drivers:

  - Unilab's leverage, as measured by Moody's-adjusted
debt/EBITDA, would increase towards an estimated 6.5x pro forma
for the contemplated acquisition from 6.3x based on the last
twelve months to March 31, 2018;

  - The planned acquisition would somewhat improve Unilabs'
profitability and also increase the company's scale and position
in a key existing market.

RATINGS RATIONALE

Unilabs' B2 corporate family rating (CFR) reflects: (1) the
company's good geographical diversification across different
regulatory regimes, which limits its exposure to adverse changes
in one particular regime; (2) leading positions in several of its
key markets with good underlying fundamental trends that support
volumes of clinical laboratory tests; (3) good execution track
record in terms of delivering cost efficiencies; and (4) good
volumes expected in the Nordics' imaging business.

Conversely, the CFR reflects (1) the company's high leverage, as
measured by Moody's-adjusted debt/EBITDA, of around 6.5x at
closing of the recently announced financing based on the last
twelve months ending 31 March 2018 on a pro-forma basis; (2)
Moody's expectation that Unilabs will continue over time to
acquire companies in the clinical laboratory services industry,
which may slow down deleveraging; (3) remaining risk of potential
tariff cuts in key markets, in common with peers, which drives
the need to grow externally to achieve economies of scale.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Unilabs'
leverage, as measured by Moody's-adjusted debt/EBITDA, will trend
towards 6.0x over the next 12-18 months, though Moody's views the
rating positioning at the outset as somewhat weak with limited
room for further sizeable acquisitions or underperformance in the
near term.

FACTORS THAT COULD LEAD TO AN UPGRADE

Unilabs' leverage, as measured by Moody's-adjusted debt/EBITDA,
were to decrease sustainably below 5.5x, and the company were to
maintain good liquidity.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Unilabs' leverage, as measured by Moody's-adjusted debt/EBITDA,
were to go above 6.5x; or the company's cash flow or liquidity
profile were to deteriorate.

LIQUIDITY ANALYSIS

Pro forma for the acquisitions and additional debt, Unilabs'
liquidity is solid, supported by: 1) materially positive and
improving free cash flow (before acquisitions) expected in 2018;
2) sizable undrawn EUR200 million revolving credit facility
(RCF); and 3) cash of EUR27 million. Nonetheless, Unilabs may use
its free cash flow for acquisitions possibly in combination with
additional debt. The company has one maintenance covenant (net
senior secured leverage) for the benefit of the RCF lenders only,
tested when the RCF is drawn by more than 40%. Moody's expects
that Unilabs will have good headroom under this covenant if it is
tested.

STRUCTURAL CONSIDERATIONS

The B1 ratings of the EUR1,130 million senior secured term loan
(to be increased by EUR250 million in the event the planned
acquisition is successfully completed) and the EUR200 million RCF
one notch above the B2 CFR reflect the loss absorption cushion
from the sizable EUR405 million senior notes. The B2-PD
probability of default rating (PDR) in line with the B2 CFR
reflects Moody's 50% corporate family recovery rate. The
shareholder loans borrowed by Unilabs Holding AB (two levels
above Unilabs Subholding AB) are outside of the senior notes
restricted group and therefore not included in Moody's leverage
calculations.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Unilabs, headquartered in Geneva, Switzerland, is a clinical
laboratory services and medical diagnostic imaging services
network. Unilabs' revenue is EUR1.05 billion for the last twelve
months to March 31, 2018 pro forma for the completed acquisitions
and the planned acquisition. The company is majority owned by
funds advised by Apax Partners LLP.


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


ADIENT GLOBAL: Moody's Alters Outlook to Neg., Affirms Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service revised Adient Global Holdings Ltd's
rating outlook to Negative from Stable. Moody's also affirmed
Adient's long-term ratings, including: Corporate Family and
Probability of Default Ratings at Ba2, and Ba2-PD respectively;
senior secured credit facilities at Baa3; and senior unsecured
notes at Ba3. The company's Speculative Grade Liquidity Rating
was downgraded to SGL-3 from SGL-2.

Adient Global Holdings Ltd:

Rating Outlook: Revised to Negative from Stable

The following rating was downgraded:

Speculative Grade Liquidity Rating: to SGL-3 from SGL-2,

The following ratings were affirmed:

Corporate Family Rating, Ba2;

Probability of Default, Ba2-PD;

$1.5 billion senior secured revolving credit facility due 2021,
at Baa3 (LGD2);

$1.5 billion senior secured term loan facility due 2021, at Baa3
(LGD2);

Euro dollar guaranteed senior unsecured notes due 2024, at Ba3
(LGD5);

U.S. dollar guaranteed senior unsecured notes due 2026, at Ba3
(LGD5);

RATINGS RATIONALE

Adient's negative rating outlook incorporates the company's
announcement that it has revised its profit guidance for 2018
downward and that it expects free cash flow for the fiscal year
to be negative. Despite showing improvement in the second quarter
results, operational inefficiencies in the seating structures and
mechanisms business (SSM) continue to challenge the company's
operating performance. Issues in the SSM business have centered
around operating inefficiencies relating to: 1) a large number of
platform launches; 2) higher than anticipated commodity costs;
and, 3) capacity shortages on specialty steel. The company's
performance is also being pressured by weaker-than-expected
performance in the seating and interiors businesses. The
combination of these items resulted in Adient revising its
Adjusted EBITDA for fiscal 2018 to $1.25 billion, down 12% from
its previous guidance midpoint of $1.425 billion. In addition
free cash flow generation for 2018 was revised to negative from
positive $225 million.

The negative outlook reflects the likelihood that the above
pressures will carry into fiscal 2019. Adient announced that
further details of its revised FY2018 outlook will be provided
during the company's fiscal Q3 earnings call. However, Moody's
will assess Adient's ability to address the operational and
competitive challenges it faces, and restore profitability to
levels consistent with the Ba2 CFR during the near-term.

The affirmation of Adient's Ba2 Corporate Family Rating (CFR)
reflects the company's position as the world's leading supplier
of automotive seating, with strong regional and customer
diversification, longstanding customer relationships and realized
earnings from unsconsolidated affiliates. Even with the above
challenges, Adient increased its fiscal 2018 revenue guidance to
$17.5 billion which reflects growth above the acquisition and JV
consolidation executed in fiscal 2018.

The lowering of Adient's Speculative Grade Liquidity Rating to
SGL-3 from SGL-2 incorporates the company's revised guidance of
negative free cash flow generation, which may spill further into
fiscal 2019, and the risk that weakening profitability over the
coming quarters will lessen the cushion under the financial
maintenance covenant. As of March 31, 2018 cash on hand was $353
million. The $1.5 billion revolving credit facility had $150
million of borrowing, leaving $1.35 billion of availability.
While Adient had good cushion under its net leverage ratio
financial maintenance covenant test for the senior secured
facilities as of March 31, 2018, this cushion is anticipated to
weaken over the coming quarters given weakening operating
performance, borrowings may also increase under the revolving
credit facility to maintain operating flexibility.

The ratings could be downgraded with the expectation of material
deterioration of automotive demand, the loss of a major customer,
the expecation of continued weak operating performance into
fiscal 2019 leading to EBITA margins sustained below 5%, or
Debt/EBITDA above 4.0x, or a further deterioration in liquidity.
Debt funded acquisitions or large shareholder return actions
could also result a lower outlook or rating.

The ratings could be upgraded if Moody's expects Adient to
sustain EBITA margins above 6%, inclusive of restructuring
charges, with Debt/EBITDA approaching 2.0x, supported by positive
free cash flow generation solidly in the high-teens as percentage
of debt annually and balanced financial policies, while
maintaining a good liquidity profile.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Adient plc will be the world's largest automotive seating
supplier with leading market position in the Americas, Europe and
China, and has longstanding relationships with the largest global
original equipment manufacturers (OEMs) in the automotive space.
Adient's automotive seating solutions includes complete seating
systems, frames, mechanisms, foam, head restraints, armrests,
trim covers and fabrics. Adient also participates in the
automotive interiors market primarily through its joint venture
in China, Yanfeng Global Automotive Interior Systems Co., Ltd.,
or YFAI. Revenues for the LTM period March 31, 2018 were
approximately $16.8 billion.


[ REDACTED -- June 20, 2018 ]


ENQUEST PLC: Moody's Hikes CFR to B3, Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service has upgraded EnQuest plc's (EnQuest or
the company) corporate family rating (CFR) to B3 from Caa1 and
probability of default rating (PDR) to B3-PD from Caa1-PD.
Concurrently, Moody's has also upgraded the senior unsecured
rating of the $677.5 million notes to Caa1 from Caa2. The outlook
on all ratings remains stable.

RATINGS RATIONALE

The upgrade of the rating to B3 from Caa1 reflects the successful
ongoing ramp-up of Kraken leading to an increased total
production in 2018 of around 50,000-58,000 boepd from 37,405
boepd in 2017. Timely Kraken ramp-up has been a very important
rating driver and the progress demonstrated by the company in
2018 reduces the ramp-up risk to a large extent. The production
increase is also supported by higher oil prices averaging at
around $70/bbl in the first 5 months of 2018. This should result
in materially improved cash flow generation in 2018 and
deleveraging with adjusted debt/EBITDA expected to around 4.0x-
4.5x from its peak of 11.6x in 2017. The upgrade of the rating to
B3 also reflects Moody's expectation that the company should be
able to maintain an adequate liquidity profile.

Kraken started producing first oil in June 2017. However, the
company faced instrumentation and familiarisation issues with the
Floating, Production, Storage and Offloading (FPSO) vessel which
caused delays to the ramp up of Kraken in 2017. This coupled with
the decline in production on the existing assets due to the
maturing reserve life resulted in lower production at around
37,405 boepd in 2017 versus 39,751 boepd in 2016. Kraken's net
production to EnQuest averaged at 4,709 boepd in 2017. However,
the company has managed to resolve the FPSO issues and production
is ramping-up as per expectations in H1 2018. Kraken has produced
around 21,431 boepd in the first four months of 2018 net to
EnQuest, which is a material step up from 2017 and de-risks the
project to a large extent.

Moody's expects the company to generate EBITDA of around $650-670
million in 2018-19, assuming an oil price of $59/bbl in 2018 and
$55/bbl in 2019. Moody's also notes that 7.5 MMbbls of oil
(around 40% of total production) are hedged at an average price
of $62/bbl in 2018. Capex spending is expected to remain at
around $250-300 million in 2018-19. This is expected to result in
positive free cash flow (FCF) generation of around $300 million
in 2018 and $150 million in 2019. As a result of strong EBITDA
generation, material deleveraging is expected in 2018-19 to
around 4.0x-4.5x.

The B3 rating also reflects the adequate liquidity profile of
EnQuest. The company has access to $1.2 billion of credit
facility, split into $1.125 billion of term loan facility and $75
million revolving credit facility (RCF), out of which $100
million remains undrawn as of December 2017. This coupled with
cash balance of $173 million as of year-end 2017, and
expectations of positive FCF generation should be sufficient to
meet its liquidity needs for the next 12-18 months. The company
has debt maturities of $224 million in 2018 and $330 million in
2019, which includes maturities under the credit facility which
starts amortising semi-annually in October 2018. Moody's believes
that the company should be able to repay these amounts through
internal cash generation. A successful farm down of the company's
70.5% stake in Kraken could improve the company's liquidity
position, the timing of which remains uncertain. Moody's
continues to see EnQuest as an efficient and strong operator in
the North Sea, as demonstrated by its ability to quickly bring
down operating costs from $42/BOE in 2014 to around $26/BOE in
2017.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company
should be able to ramp-up Kraken production fully and improve its
cash flow generation leading to deleveraging by the end of 2018.
The stable outlook also reflects that the company should be able
to maintain an adequate liquidity profile in the coming 12 months
and address its debt maturities in 2018-19 through internal cash
generation or refinancing.

What Could Change the Rating - Up

The B3 rating could be upgraded if production increases above
60,000 boepd resulting in stronger cash flow generation and
deleveraging with adjusted gross debt/EBITDA maintained below
4.0x on a sustained basis. An upgrade would also require a
stronger liquidity profile.

What Could Change the Rating - Down

The B3 corporate family rating could come under pressure should
there be a deterioration in the liquidity position of the company
and/or company faces refinancing risks for the debt maturities in
2018-20, as a result of lower price realisations, delayed growth
or operating issues. The rating could also be downgraded if
adjusted gross debt/EBITDA is above 5.0x on a sustained basis.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

EnQuest plc (EnQuest) is an independent oil and gas development &
production company with the majority of its asset base on the
United Kingdom Continental Shelf (UKCS) region of the North Sea.
The company also is building new production base in Malaysia,
which contributed about 24% of total production in 2017. The
company focusses on exploiting its existing reserves,
commercialising and developing discoveries, pursuing selective
acquisitions and converting contingent resources into reserves.

At the end of 2017 EnQuest had 2P reserves of 210mmboe, with an
average daily production of 37,405 boepd in 2017, down from
39,751 boepd in 2016.


MAGNOLIA PETROLEUM: Signs Agreement to Sell Wells in North Dakota
-----------------------------------------------------------------
Magnolia Petroleum plc, the US focused oil and gas exploration
and production company on June 14 disclosed that it has signed a
non-binding agreement with a third party for the sale of all its
wells in which it has varying interests in North Dakota (together
"the North Dakota Assets"), being approximately 31 wells, for a
total consideration of US$1.5 million ("the Proposed Disposal").
In addition, the Company announced the sale of its 100% interest
in the Roger Swartz #1 well in Oklahoma for approximately
US$30,000.

The Proposed Disposal is in line with the Company's debt
reduction programme and, subject to shareholder consent and
completion, will substantially clear a large portion of the
outstanding US$2 million balance of the reserve-based lending
facility ("the Lending Facility") of its wholly owned operating
subsidiary, Magnolia Petroleum, Inc. ("Magnolia Inc").  As
detailed in the Company's announcement of June 7, 2018, the
Company embarked on a debt reduction programme in response to the
Bank's decision not to extend the Lending Facility and its
requirement that the full outstanding amount be repaid or
refinanced by 9 July 2018.

The Proposed Disposal is conditional on the granting of approval
of the Board's asset disposal programme at the Company's general
meeting which is to be held at 3:30 p.m. BST (09:30 a.m. local
time) on June 22, 2018, at the offices of Pray Walker P.C., 100
West Fifth Street, Suite 900, Tulsa, OK 74103, USA ("the General
Meeting").

In the event that the Lending Facility is not repaid or
refinanced, it is expected that either the Bank will repossess
and sell assets to pay off the debt, which is likely to be at a
lower value for Shareholders than the Company could achieve, or
the Directors will be required to commence Chapter 11 bankruptcy
proceedings with respect to Magnolia Inc.  This would also likely
lead to a loss of control of the debt reduction programme and
reduced value being achieved by the Company for its portfolio of
wells.  In this scenario, shareholders are unlikely to receive
any value for the Company's portfolio of wells with all proceeds
of sales being used to settle creditors and the costs of the
Chapter 11 proceedings.

The Company's current portfolio comprises interests in 108 wells
and further details of the interests in wells and their economics
were included in the Company's operations update on April 16,
2018, and in the circular of June 7, 2018.

Magnolia Petroleum Plc engages in the acquisition, exploration,
development, and production of onshore oil and gas properties
primarily in the United States and the United Kingdom.  It holds
interests in properties located in the Bakken/Three Forks Sanish
formations in North Dakota, as well as the Mississippi Lime and
the Woodford and Hunton formations in Oklahoma.  The company is
based in London, the United Kingdom.


SAGA PLC: Moody's Affirms Ba1 CFR, Outlook Remains Stable
---------------------------------------------------------
Moody's Investors Service affirmed Saga plc's Ba1 corporate
family rating (CFR), Ba1-PD probability of default rating and Ba1
backed senior unsecured. The outlook remains stable.

Saga, listed on the London Stock Exchange, is a UK based
specialist in the provision of products and services for life
after 50. Saga offers insurance products, including home, motor,
travel and private medical insurance, as well as travel business,
including tour and cruise holidays.

RATINGS RATIONALE

Saga's Ba1 CFR reflects the Group's (i) well-established and
highly trusted affinity brand that Moody's expect to continue to
deliver cross-selling opportunities and to support high customer
retention rates; (ii) solid EBITDA and net profit margins (28.6%
and 18.2% in the year ended January 31, 2018) that Moody's
expects to remain healthy despite the headwinds of mounting
competition on the insurance broking division; and (iii) moderate
Moody's adjusted leverage at 1.9x debt-to-EBITDA and strong cash
flow generation of GBP175.5 million as YE Jan 2018.

Saga has taken actions in its insurance broker operations
following the decline in performance last year. These actions
include an investment programme of GBP10 million a year designed
to enlarge its customer base while continuing to offer a premium
customer experience. The continued investment in its IT platform
will support product differentiation and improve the operational
efficiency, which Moody's believes will support long term growth.

Saga continues investing in future growth via the purchase of two
new cruise ships "The Spirit of Discovery" and "The Spirit of
Adventure", which are expected to become operational in June 2019
and August 2020 respectively. Moody's expects that the related
financing loans will increase Saga's debt-to-EBITDA Moody's
adjusted ratio above the agency's downgrade trigger of 3x.
However, incorporated into the Ba1 CFR is the expectation that
this would be a temporary increase and that EBITDA growth,
together with strong cash flows, will enable the Group to quickly
deleverage. The agency is also mindful of the operational risks
associated with this significant investment, particularly if the
expected revenue and cost benefits fall short of expectations or
take longer to materialize.

OUTLOOK

The stable outlook reflects Moody's expectation that over the
coming 12-18 months, the Group will continue to grow its customer
numbers and maintain sound profitability and operating cash flows
within its retail insurance broking and travel businesses, whilst
controlling its risk profile within its underwriting portfolio.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's says the following factors could put upward pressure on
Saga's ratings: (1) continued growth in Saga's share of the UK
personal line insurance market whilst maintaining strong
underwriting and broking EBITDA margins; (2) net profit margins
consistently above 15%; (3) meaningful growth in travel pre-tax
profits in line with the Group's target increase of 4-5x by
January 2022, particularly following the launch of the two new
ships; and/or (4) net debt-to-EBITDA remaining in Saga's 1.5x-2x
target on a long-term sustainable basis, including the financing
of the Group's new ships.

Downward rating pressure could develop in the event of: (1) gross
debt-to-EBITDA above 3x for a prolonged period; (2) a material
deterioration in profitability, reflected in EBTIDA margins
consistently below 20% or Net Profit Margins below 8%; (3)
adverse loss development driving a material deterioration in
Saga's combined operating ratio; (4) the Group's market share
reducing significantly in its core lines of business; and/or (5)
anticipated revenue and cost benefits associated with Saga's new
ships and/or insurance initiatives falling materially short of
Group targets.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.



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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.


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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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members of the same firm for the term of the initial subscription
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