/raid1/www/Hosts/bankrupt/TCREUR_Public/180731.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, July 31, 2018, Vol. 19, No. 150


                            Headlines


F R A N C E

ALTICE FRANCE: Bank Debt Trades at 4% Off
SFR GROUP: Bank Debt Trades at 5% Off


G E R M A N Y

NIDDA BONDCO: Fitch Assigns 'B+' Final IDR, Outlook Stable


I R E L A N D

ANCHORAGE CAPITAL 1: Fitch Assigns 'B-sf' Rating to Class F Notes
AUTOWHEEL SECURITISATION: S&P Rates Three Note Classes 'B+(sf)'
CADOGAN SQUARE XII: Fitch Rates Class F Notes 'B-(EXP)sf'
FCC SURF: S&P Affirms BB Ratings on Two Tranches


I T A L Y

LATINO ITALY: Fitch Assigns 'B+' LT IDR, Outlook Stable


L U X E M B O U R G

BREEZE FINANCE: S&P Affirms 'B-' Issue Rating on Class A Notes
CRC BREEZE: S&P Affirms 'B-' LT Issue Rating, Outlook Negative


R U S S I A

AGRIBUSINESS HOLDING: Fitch Cuts LT IDRs to B, Outlook Stable


S P A I N

BBVA-6 FTPYME: S&P Affirms D Rating on Class C Notes


U N I T E D   K I N G D O M

FORCE INDIA: Put Into Administration After Court Hearing
IRESA ENERGY: Collapses Amid Poor Service, Billing Complaints
MOTHERCARE PLC: Completes Shares Offer, To Pursue Store Closures
POUNDWORLD: Fate of Rotherham Stores Hinges on Rescue Deal
PREMIER LOGISTICS: To Enter Into Company Voluntary Arrangement



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F R A N C E
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ALTICE FRANCE: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Altice France Est
[Altice Blue One SAS] is a borrower traded in the secondary
market at 95.75 cents-on-the-dollar during the week ended Friday,
July 20, 2018, according to data compiled by LSTA/Thomson Reuters
MTM Pricing. This represents a decrease of 2.59 percentage points
from the previous week. Altice France pays 275 basis points above
LIBOR to borrow under the $910 million facility. The bank loan
matures on June 21, 2025. Moody's rates the loan 'B1' and
Standard & Poor's gave a 'B+' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, July 20.

Altice France Est SAS provides cable operator services. The
company was incorporated in 2002 and is based in Lampertheim,
France. The company operates as a subsidiary of Altice S.A.


SFR GROUP: Bank Debt Trades at 5% Off
-------------------------------------
Participations in a syndicated loan under which SFR Group SA [ex-
Numericable SAS] is a borrower traded in the secondary market at
95.19 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.70 percentage points
from the previous week. SFR Group pays 275 basis points above
LIBOR to borrow under the $1.418 billion facility. The bank loan
matures on June 22, 2025. Moody's rates the loan 'B1' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, July 20.

SFR Group SA, now known as Altice France SA, is a France-based
company, a cable operator having its activities in France.



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


NIDDA BONDCO: Fitch Assigns 'B+' Final IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Nidda BondCo GmbH, which indirectly
owns 65.3% of Stada Arzneimittel AG (Stada), a Germany based
manufacturer of generic and branded pharmaceutical products, a
final Issuer Default Rating (IDR) of 'B+'. The Outlook is Stable.

Fitch has also assigned final senior secured ratings of 'BB-'
with Recovery Ratings of 'RR3' (67%) to a seven-year term loan B
(TLB) of EUR1,700 million and seven-year senior secured notes
(SSN) of EUR735 million, both issued by Nidda Healthcare Holding
GmbH. It has also assigned Nidda BondCo GmbH's EUR340 million
eight-year senior unsecured notes (SUN) a final senior unsecured
'B-' rating with 'RR6' (0%).

Stada's 'B+' IDR balances a solid 'BB' category business risk
profile with large scale, a broad product portfolio and a pan-
European footprint, with a post-buyout weak 'B' rating category
financial leverage. The aggressive financial risk profile is a
rating constraint. However Stada's intrinsically strong earnings,
cash flows and margin should allow the company to gradually de-
risk its initially leveraged balance sheet and align its leverage
profile with the current 'B+' rating.

The final rating assignment follows a review of the bond and loan
financings materially conforming to Fitch's expectations of
amounts, tenors and other terms, as well as the successful
implementation of a domination and profit and loss transfer
agreement (DPLTA) between Nidda Healthcare GmbH and Stada. The
agreement allows the sponsor consortium comprising Bain Capital
and Cinven to exercise control over Stada's profits and cash
flows despite Nidda BondCo GmbH owning 65.3% of Stada's shares.

KEY RATING DRIVERS

Satisfactory Cash Flows: Stada benefits from healthy cash
generation and solid profit- to-cash conversion. Fitch estimates
average free cash flow (FCF) margins of 6% over the next four
years with sizeable annual FCF sustainably well in excess of
EUR100 million, which Fitch expects will be reinvested in
operations or used for de-leveraging. FFO fixed charge coverage
is projected to remain appropriate for the 'B+'-IDR at above 2.0x
over the next four years; this is also consistent with a 'B+' IDR
relative to rated peers in the pharmaceutical sector.

Aggressive Leverage, Deleveraging Potential: Financial leverage
and the pace of de-leveraging remain the critical factors behind
Fitch's rating considerations. Although Stada's acquisition debt
has not been utilised in full with around EUR715 million under
the TLB still remaining available until end-2018, the total drawn
acquisition debt of around EUR2 billion and Stada's legacy debt
of around EUR0.9 billion, which Fitch projects will be refinanced
or extended, will lead to an estimated EUR2.9 billion of
financial debt over the next four years. This figure is close to
its initial indebtedness assumptions at the time Fitch assigned
its expected ratings in September 2017.

In view of Stada's financial risk profile, Fitch projects funds
from operations (FFO) adjusted net leverage at 6.6x in 2018
improving towards 5.0x by 2021. This de-leveraging pace
materially supports Fitch's rating assignment of 'B+'. Failure to
reach the expected pace of deleveraging during the projected
period will likely put pressure on the ratings.

Focus on Sponsors' Strategy Implementation: Fitch expects the
implementation of the sponsors' strategy around revenue growth,
and most critically, operating costs' optimisation to support
continuing EBITDA margin expansion to 22.6% in 2021 from 18.7% in
2017. Fitch continues to view the strategy as achievable with
low-to-moderate execution risk, which is the key driver of its
projected healthy cash flow generation and de-leveraging. Fitch's
expectations of limited execution risks also assume the presence
of a strong senior management team.

Positive Market Fundamentals: Fitch expects positive fundamentals
for the European generics market to continue as governments and
healthcare providers seek to optimise healthcare cost structures,
which are under pressure from growing and ageing populations,
increasing prevalence of chronic diseases as well as expensive
new innovative treatments coming to market and affecting budgets.
Given limited overall generic penetration in Europe versus the
US, Fitch sees continued structural growth opportunities, also in
view of the increasing introduction of biosimilars.

European Consolidation Opportunities: Europe continues be a much
more fragmented market of generic players than the US,
characterised by a small to mid-sized sector often with a
national focus offering further consolidation opportunities
(involving private equity investors). In this context, Fitch's
forecasts for Stada's current rating reflect EUR100 million of
bolt-on acquisitions per annum, mainly related to individual
drugs or intellectual property rights.

DERIVATION SUMMARY

Fitch rates Stada according to its global rating navigator
framework for pharmaceutical companies. Under this framework,
Stada's generic and consumer business benefits from satisfactory
diversification by product and geography, with a good exposure to
mature, developed and emerging markets. Compared with more global
players in the industry such as Teva Pharmaceutical Industries
Ltd. (BB/Negative), Mylan N.V. (BBB-/Stable) and diversified
players such as Novartis AG (AA/Negative) and Pfizer Inc.
(A+/Negative), Stada's business risk profile is impacted by the
company's European focus. High financial leverage is a key rating
constraint, compared with international peers, and this is
reflected in the 'B+' rating.

Compared with high-yield issuers in the sector such as Theramex
HQ UK Limited (B/Stable), Stada benefits from a larger scale
(10x) and greater diversification by product and geography. This
gives Stada a commercial risk profile of 'BB'. However, its
aggressive financial risk, with FFO adjusted net leverage moving
towards 5.0x by 2021 from above 6.5x for 2018, is more in line
with low 'B'-rated peers'. Stada's IDR at 'B+' is, therefore, a
reflection of a wide gap between is business and financial risk
profiles. By contrast, the much smaller Theramex is less
aggressively leveraged at 4x-5x but is exposed to higher product
concentration risks and limited scale, leading to its IDR of 'B'.

KEY ASSUMPTIONS

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

  - Annual sales growth of at least 3%;

  - EBITDA margin increases to 22.6% in 2021 from 18.7% in 2017;

  - Capex at 3% of sales;

  - No common dividends, except the already approved dividend of
    EUR0.11/share;

  - Bolt-on acquisitions of EUR 100 million from 2018;

  - Minority preferred dividend of EUR3.82/share leading to a
    total annual payout of EUR83 million recorded within FFO;

  - DPLTA remaining in place over the next four years

Recovery Assumptions

In its recovery analysis, Fitch follows a going-concern approach
instead of balance-sheet liquidation. This reflects Stada's
asset-light business model with an established brand supporting
higher realisable values in a distressed scenario. In its going-
concern enterprise value (EV) calculation Fitch has applied a 30%
discount to the LTM EBITDA of EUR444 million as of March 2018,
from which Fitch has deducted the annual cost of financial leases
estimated at EUR1.7 million. Fitch assumed these leases will
remain at the company's disposal post-distress and therefore
excluded from creditor claim, leading to a post-distress EBITDA
of around EUR310 million.

The EBITDA discount has been increased from 25% used at the time
of the expected rating assignment to 30% to reflect Stada's
strong operating performance in 2017 and 1Q18, widening the
distance to Fitch's estimated post-distress EBITDA. Fitch regards
the post-distress EBITDA of EUR310 million as appropriate cash
flow proxy, representing the minimum cash flow that Stada will
need to generate to remain a going concern after distress.

At this EBITDA level, Stada will be marginally negative on FCF,
with FFO fixed charge cover tightening towards 1.0x and FFO
adjusted gross leverage in excess of 10x, a level Fitch will view
as unsustainable.

Fitch has maintained the distressed EV/EBITDA multiple of 7.0x,
given Stada's own through-the-cycle trading multiples as well as
a broader sector trading benchmark.

Fitch's estimate of the first-ranking senior secured creditor
claims includes EUR735 million of senior secured notes and the
currently drawn portion of the TLB of EUR984 million. Given the
current share price of Stada in excess of EUR80, well above the
agreed minority indemnity price of EUR74.40, Fitch believes it
will not be economically attractive for the sponsors to use the
remainder under the TLB to buy additional shares on the market,
as the sponsors already control Stada's profits and cash flows
through the DPLTA. Therefore, at this stage, the undrawn portion
of the TLB (EUR715 million) is not included in Fitch's debt
waterfall computation.

Other first-ranking senior secured obligations include Stada's
on-balance sheet senior secured debt estimated at EUR768 million,
ranking pari passu with the senior secured acquisition debt, as
well as a EUR400 million revolving credit facility (RCF), which
Fitch assumes will be drawn in full in a distressed situation.
The EUR340 million of senior unsecured notes rank second in
priority.

After deduction of 10% for customary administrative claims, Fitch
expects the TLB and senior secured notes will be able to recover
approximately 67% of their face value, leading to the senior
secured rating of 'BB-'/'RR3'. Fitch does not expect any
recoveries for the senior unsecured notes, and have therefore
assigned a rating of 'B-'/'RR6'/0%.

RATING SENSITIVITIES

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

A positive rating action is not envisaged given the significant
financial risk post-acquisition constraining the IDR at 'B+'.
Over time a positive ration action could be considered on a more
transformational capital structure with an equity injection by
way of an IPO or strategic acquisition leading to:

  - Sustained strong profitability (EBITDA margin excess of 25%)
    and FCF margin consistently above 5%;

  - Reduction in FFO adjusted gross leverage to below 5.5x, or
    towards 4.5x on FFO adjusted net leverage basis;

  - Improvement in FFO fixed charge cover to above 3.0x.

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

  - Inability to grow the business and realise cost savings in
    line with the group's strategic initiatives, resulting in
    pressure on profitability and FCF margin weakening to low
    single digits;

  - Failure to de-leverage to below 7.0x on FFO adjusted gross
    basis, or towards 6.0x FFO adjusted net leverage;

  - FFO fixed charge cover tightening towards 2.0x.

LIQUIDITY

Comfortable Liquidity: For 2017, the reported year-end cash
balance at the consolidated level, including the restricted
group, stood at EUR475 million, from which Fitch deducts Fitch-
defined restricted cash of EUR100 million required in daily
operations and a further EUR2.7 million held in China. Based on
its projected strong FCF generation well in excess of EUR100
million, Fitch expects a steady build-up of cash reserves towards
EUR500 million in 2021, which can easily absorb bolt-on
acquisitions of EUR100 million per year. In addition, Stada
benefits from a largely undrawn committed RCF of EUR400 million.



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I R E L A N D
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ANCHORAGE CAPITAL 1: Fitch Assigns 'B-sf' Rating to Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Anchorage Capital Europe CLO 1 DAC
final ratings, as follows:

EUR218 million Class A-1: 'AAAsf'; Outlook Stable

EUR30 million Class A-2: 'AAAsf'; Outlook Stable

EUR39.2 million Class B: 'AAsf'; Outlook Stable

EUR23.6 million Class C: 'Asf'; Outlook Stable

EUR13.6 million Class D-1: 'BBBsf'; Outlook Stable

EUR6 million Class D-2: 'BBBsf'; Outlook Stable

EUR27.6 million Class E: 'BBsf'; Outlook Stable

EUR11.7 million Class F: 'B-sf'; Outlook Stable

EUR43.5 million subordinated notes: not rated

Anchorage Capital Europe CLO 1 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, and second-lien loans. A total note
issuance of EUR413.2 million is being used to fund a portfolio
with a target par of EUR400 million. The portfolio is managed by
Anchorage Capital Group, L.L.C. The CLO envisages a four-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch considers the average credit quality of obligors to be in
the 'B' range. The Fitch-weighted average rating factor (WARF) of
the identified portfolio is 30.4.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rating (WARR) of the
identified portfolio is 68.8%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the final ratings is 20% of the portfolio balance. The
transaction also includes limits on maximum industry exposure
based on Fitch industry definitions. The maximum exposure to the
three largest (Fitch-defined) industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.

Portfolio Management

The transaction features a four-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to five notches for the rated notes.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other
Nationally Recognised Statistical Rating Organisations and/or
European Securities and Markets Authority-registered rating
agencies. Fitch has relied on the practices of the relevant
groups within Fitch and/or other rating agencies to assess the
asset portfolio information.

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


AUTOWHEEL SECURITISATION: S&P Rates Three Note Classes 'B+(sf)'
---------------------------------------------------------------
S&P Global Ratings has assigned its 'B+ (sf)' credit ratings to
AutoWheel Securitisation DAC's class A1, A2, and A3 notes. At
closing, AutoWheel also issued unrated class B notes.

This is Autohellas S.A.'s first public securitization, and the
first public transaction originated by a non-financial company in
Greece. The collateral comprises Greek auto lease receivables and
related residual values. Autohellas originated the lease
contracts for its corporate, small and midsize enterprise, and
retail customers. All of these lease contracts contain a
servicing component and a financing component. In this
transaction, the servicing component is not securitized.

The transaction has an initial 18-month revolving period, during
which the originator is able to sell further lease receivables
and residual value claims to the issuer, followed by sequential
note amortization.

A combination of subordination and excess spread provide credit
enhancement to the rated notes. A liquidity reserve was funded at
closing at EUR380,000 and can cover liquidity shortfalls in
payments of senior costs and interest on the class A notes. The
amortization of the liquidity reserve over its required level can
be used to pay down the notes, providing credit support to the
transaction.

Additionally, the notes benefit from different reserves to
mitigate various seller-related risks.

RATING RATIONALE

Operational Risk

Autohellas has a solid presence in the Greece lease market, where
it started operating in 1989, ranking second in Greece with a 23%
market share. The maintenance services provider is Autotechnica
Hellas S.A., part of the Autohellas group. Autohellas has
reported positive financial results over the past 10 years, even
during the worst years of the Greek recession. Senior management,
who have been with the company for several years, have proven
experience in the sector. S&P said, "Our ratings on the class A
notes reflect our assessment of the company's origination
policies, as well as our evaluation of Autohellas' ability to
fulfill its role as servicer under the transaction documents. The
transaction features a back-up servicer in place from closing.
Our structured finance operational risk criteria do not cap our
assigned ratings on this transaction."

Economic Outlook

S&P said, "In our base-case scenario, we forecast that Greece
will record an average annual real GDP growth of 2.1% in 2018,
increasing to 2.3% in 2019 and 2.6% in 2021. This would bring
real GDP back to its 2002 level. The unemployment rate contracted
to 21.5% in 2017, the lowest unemployment rate in Greece over the
past six years, from its 27.9% peak in 2013. We forecast a
further decrease of the unemployment rate to 20% in 2018,
reducing again in 2019 to 19.5% and further to 18.5% in 2020.

"In our view, changes in GDP growth and the unemployment rate
largely determine portfolio performance. Despite the improved
economic situation, there are still several uncertainties that
could undermine economic growth, such as political and banking
sector risks. We applied a conservative approach when setting our
credit assumptions to incorporate this incertitude."

Credit Risk

S&P said, "Our cumulative gross loss base-case assumption for the
securitized pool is 9%. We are factoring into this assumption the
current weak economic environment, the lack of historical
delinquency data, and the geographical concentration in the
Attika region. We applied our base-case multiple of 1.5x for
defaults at the 'B+' rating level, to account for this being the
first transaction we rate from this originator. Moreover, we
sized a base-case recovery rate of 50% based on recovery data
provided. As this is the first Greek operating lease transaction
that we rate, we have formed our view by also comparing the
assumptions with those used in other jurisdictions.

"We have analyzed credit risk by applying our criteria for
European consumer asset-backed securities (ABS) transactions,
using historical data for Autohellas' book.

"Of the portfolio, up to 42% (under the transaction's
replenishment criteria) comprises residual values, which are
subject to market value decline risk. We based our analysis on
our view of potential market value declines at various rating
levels. We made adjustments for transaction- and originator-
specific parameters, resulting in an adjusted market value
decline assumption of 19.55% at a 'B+' rating level."

Cash Flow Analysis

S&P said, "As the transaction is revolving, we considered
portfolio deterioration through adverse migration, which certain
portfolio limits partially offset. We have constructed a worst-
case pool, subject to the transaction's replenishment and
eligibility criteria, and only modeled the amortization period."

The liquidity reserve can be used to address liquidity shortfalls
in payments of senior costs and interest on the rated notes. In
addition, a maintenance reserve and a setoff reserve aim to
protect noteholders from seller risks. Autohellas fully funded
all the reserves at closing.

S&P said. "Our ratings on the class A notes reflect our
assessment of the credit and cash flow characteristics of the
underlying asset pool. Our analysis indicates that the available
credit enhancement for the rated notes is sufficient to withstand
the credit and cash flow stresses that we apply at the 'B+'
rating level for the class A notes. We have analyzed the
transaction's structural features and performed our cash flow
analysis by applying our global cash flow criteria."

Counterparty Risk

S&P said, "Our ratings on the class A notes also consider that
the replacement mechanisms implemented in the transaction
documents adequately mitigate the counterparty risks that the
transaction is exposed to. We have analyzed these counterparty
risks by applying our relevant criteria."

Legal Risk

S&P said, "We consider the issuer to be a bankruptcy remote
entity, in line with our legal criteria. We have received an
external legal opinion confirming that the sale of the assets
would survive the seller's insolvency.

"We believe the transaction may be exposed to various seller
related risks. We addressed those risks in our cash flow
analysis."

Capital Controls

In 2015, Greece imposed capital controls, establishing limits to
cash withdrawals and restrictions on payments abroad out of Greek
bank accounts. Transfers abroad are only permitted if they fall
within one of the exemptions set in the capital controls
legislation or if the Ministry of Finance grants a special
approval.

S&P said, "These restrictions apply to the collections that the
issuer will transfer to its account held outside of Greece. That
said, we understand that the issuer will be able to rely on some
exemptions from the capital controls. However, due to these
restrictions, we have capped our ratings on the notes at our
long-term foreign currency rating on Greece."

Rating Stability

S&P said, "We have not run any additional scenarios to analyze
the effect of a moderate stress on the credit variables because
according to our credit stability criteria the rating can
deteriorate to 'D' from 'B+' within one year."

Country Risk

S&P said, "Our ratings on the class A notes reflect our 'B+'
long-term foreign currency rating on Greece. Our structured
finance ratings above the sovereign (RAS) criteria designate the
country risk sensitivity for ABS as moderate, and therefore the
maximum differential above the rating on the sovereign for this
transaction is four notches. To determine the final ratings for
the transaction we apply a RAS stress, i.e., hypothetical
stresses which would be equivalent to 'AA' stresses with benign
starting conditions.

"The final rating we assign is the lower of (1) the rating the
notes can withstand under our RAS criteria, and (2) the rating
derived by applying our European consumer loans criteria with our
current base-case assumptions. Our analysis indicates that the
available credit enhancement for the rated notes is sufficient to
withstand the credit and cash flow stresses that we apply at a
'B+' rating level for the class A notes, which is the current
long-term sovereign rating on Greece. Consequently, we have not
applied our RAS criteria to this transaction."

  RATINGS LIST

  Ratings Assigned

  AutoWheel Securitisation DAC
  EUR101.1 Million Asset-Backed Notes

  Class            Rating          Amount
                                (mil. EUR)

  A1               B+ (sf)         25.000
  A2               B+ (sf)         32.303
  A3               B+ (sf)         15.000
  B                NR              28.820

  NR--Not rated.


CADOGAN SQUARE XII: Fitch Rates Class F Notes 'B-(EXP)sf'
---------------------------------------------------------
Fitch Ratings has assigned Cadogan Square XII CLO DAC notes
expected ratings, as follows:

Class A: 'AAA(EXP)sf'; Outlook Stable

Class B-1: 'AA(EXP)sf'; Outlook Stable

Class B-2: 'AA(EXP)sf'; Outlook Stable

Class C: 'A(EXP)sf'; Outlook Stable

Class D: 'BBB(EXP)sf'; Outlook Stable

Class E: 'BB(EXP)sf'; Outlook Stable

Class F: 'B-(EXP)sf'; Outlook Stable

Class M: not rated (EXP)

Cadogan Square XII CLO DAC is a cash flow collateralised loan
obligation (CLO). Net proceeds from the notes will be used to
purchase a 450 million portfolio of mostly European leveraged
loans and bonds. The portfolio is actively managed by Credit
Suisse Asset management Limited. The CLO envisages an
approximately 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

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

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch considers the average credit
quality of obligors to be in the 'B' range. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 32.0
versus a maximum covenant for assigning expected ratings of 33.5.

High Recovery Expectations: At least 90% of the portfolio
comprises senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-
lien, unsecured and mezzanine assets. The Fitch-weighted average
recovery rate (WARR) of the current portfolio is 65.0% versus a
minimum covenant for assigning expected ratings of 64.5%

Interest Rate Exposure: Up to 12.5% of the portfolio can be
invested in fixed-rate assets, while fixed-rate liabilities
represent 10% of the target par. Fitch modelled both 0% and 12.5%
fixed-rate buckets and found that the rated notes can withstand
the interest rate mismatch associated with each scenario.

Diversified Asset Portfolio: The covenanted maximum exposure to
the top 10 obligors for assigning the expected ratings is 20% of
the portfolio balance. This covenant ensures that the asset
portfolio is not exposed to excessive obligor concentration.

Adverse Selection and portfolio management: The transaction
features a 4.5 year reinvestment period and includes reinvestment
criteria similar to other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.

Limited FX Risk: The transaction is allowed to invest up to 20%
of the portfolio in non-euro-denominated assets, provided these
are hedged with perfect asset swaps within six months of
purchase. Unhedged and principal hedged obligations are limited
at 4% and subject to principal haircuts. Unhedged and principal
hedged obligations can only be purchased if the transaction is
above the reinvestment target par.

Effective Date Rating Event Mechanism: If an effective date
rating event occurs, the notes are usually redeemed on the
payment dates following the effective date out of interest and
principal proceeds until the effective date rating event is cured
or the rated notes are redeemed in full. This transaction differs
from most other European CLOs rated by Fitch in that the manager
can apply the proceeds that would have been used to redeem the
notes to acquire additional assets in an amount sufficient to
cure the effective date rating event

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to five notches for the rated notes.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other
Nationally Recognised Statistical Rating Organisations and/or
European Securities and Markets Authority-registered rating
agencies. Fitch has relied on the practices of the relevant
groups within Fitch and/or other rating agencies to assess the
asset portfolio information.

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


FCC SURF: S&P Affirms BB Ratings on Two Tranches
------------------------------------------------
S&P Global Ratings took various credit rating actions on seven
repack tranches.

Specifically, S&P has:

-- Affirmed and removed from CreditWatch positive our ratings on
    two tranches;
-- Lowered our rating on one tranche;
-- Raised our rating on one tranche; and Affirmed and placed on
-- CreditWatch negative our ratings on three tranches.

S&P said, "The rating actions follow our recent rating actions on
the underlying collateral or counterparty. Under our criteria
applicable to transactions such as these, we would generally
reflect changes to the rating on the collateral or the
counterparty obligation in our rating on the tranche.

"We expect to resolve the CreditWatch placements within the next
90 days, and we will take any further rating actions that we
consider appropriate."

  RATINGS LIST

  Class                 Rating
                  To              From

  Ratings Affirmed And Removed From CreditWatch Positive

  FCC Surf
  EUR750 Million Floating-Rate Partly-Paid Notes

  B1              BB               BB/Watch Pos
  B2              BB               BB/Watch Pos

  Rating Lowered

  CLN - RBS TelSec 4169
  GBP150 Million TelSec Credit-Linked Notes Series 4169

                  BBB               BBB+

  Rating Raised

  Aeolos S.A.
  EUR355 Million Floating-Rate Asset-Backed Notes

  A               B+                B

  Ratings Affirmed And Placed On CreditWatch Negative

  Argon Capital PLC
  EUR30 Million Limited-Recourse Secured Fixed-Rate Notes
  Series 64

                 A/Watch Neg         A

  EUR20 Million Limited-Recourse Secured Floating-Rate Notes
  Series 70

                 A/Watch Neg         A

  EUR11 Million Limited-Recourse Secured Fixed-Rate Credit-Linked
  Notes Series 111

                 A/Watch Neg         A



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


LATINO ITALY: Fitch Assigns 'B+' LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned Latino Italy S.p.A (Nexi S.p.A.) a
final Long-Term Issuer Default Rating (IDR) of 'B+'. The Outlook
is Stable. Fitch has assigned Nexi Capital S.p.A's senior secured
notes a final rating of 'BB-' with a Recovery Rating of
'RR3'/57%.

The rating actions follow the completion of the planned
reorganisation of the group on July 1, 2018 after receiving
regulatory approval. This effectively separates the legacy
banking business of ICBPI from the Nexi business. There have been
no material changes to the financing documentation since its
assignment of expected ratings in May 2018 and financial
performance remains in line with Fitch's forecasts.

KEY RATING DRIVERS

Market Leader; Diversified Business: Nexi is the leading player
in the Italian credit card and digital payments value chain,
providing mainly card issuance and merchant-acquiring solutions,
alongside digital payment services. As the financial sponsor
ownership and management transition the company into a
corporation with payment institution regulation from a licensed
bank holding company, the core business model remains
characterised by a business-to-business approach focused on the
value enhancement of partner banks.

High Barriers to Entry: Nexi's network covers approximately 76%
of Italian customer spending processed through Visa and
Mastercard in Italy, where the key competitor is SIA. Nexi's
longstanding bank relationships and the close ties between
merchants and their domestic banks translate into a high barrier
to entry for potential new market entrants.

Growing Digital Payments Adoption: Nexi's operating environment
reflects a diversified, high value-added Italian economy with a
banking sector and consumer payments culture in transition. The
country remains the fourth-largest market in Europe in consumer
spending with slow electronic payment adoption, resulting in
Italy's lower card usage for digital transactions than in other
western European countries with more digitally advanced banking
systems. However, digital transactions have grown due to higher
use by younger generations, expansion of e-commerce, and improved
process safety. Fitch expects a secular trend of further
adoption, mainly driven by an increasing number of acquired
merchants, potentially followed by a growing adoption of
diversified digitally advanced solutions.

Few Players: Nexi is the largest Italian payment provider, with
exposure across the whole payment value chain with the exception
of network services and ranks number one in all active business
segments, followed by nearest competitor SIA. Its contractual
arrangements with partner banks are anchored by long-term
relationships and a high rate of customer retention. The
competitive landscape is known for high barriers to entry,
represented by an IT infrastructure suitable to cover the whole
product spectrum across Italy, while requiring constant
innovation within the offered services and limited appetite among
banks and merchants to incur switching costs.

High Leverage: With an estimated pro-forma funds from operations
(FFO)-adjusted gross leverage of 7.6x and net leverage of 6.5x,
Nexi is more leveraged than non-financial sponsor-owned peers.
However, this is not a primary leveraged buyout financing since
it was acquired as a financial institution entity in 2015. High
operating margins and declining capital expenditure support
deleveraging capacity through the cycle.

DERIVATION SUMMARY

Nexi is well-positioned in the growing Italian payment services
market occupying a leading position, due to its longstanding
relationships with key partner banks. These relationships,
together with high switching costs for merchants and banks to
potential competitors, translate into high barriers to entry.
Following its consolidation with several acquired entities since
its own acquisition by its sponsors in 2015, and operating under
the ICBPI brand, Nexi's carved-out business is characterised by a
wide product offering with considerable operating leverage, which
allows the company to expand its EBITDA margins above 40% and
free cash flow (FCF) margins above 10%. This compares favourably
with EBITDA margins of key peers that Fitch covers in its
business services rating and credit opinion portfolios such as
First Data Corp, Global Payments Inc. and Evergood 4 APS (NETS).

The key constraining factors for Nexi are its high leverage, 100%
exposure to Italy and lack of historical operating and financial
transparency as a corporate entity. Its 7.6x pro-forma FFO gross
leverage is higher than most non-financial sponsor owned peers,
albeit less than the recent leveraged buyout of Nordic payment
systems peer NETS. Fitch recently assigned NETS a 'B+' IDR, with
FFO gross adjusted leverage sustainably below 6.0x for positive
rating action and sustainably above 8.0x for negative rating
action. Fitch projects Nexi's pro forma FFO gross leverage
profile to remain in a similar range over the next two years,
which supports the Stable Outlook.

KEY ASSUMPTIONS

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

  - Revenue CAGR of 3.6% driven by both the cards and merchant
    services segments

  - EBITDA margin improvement to around 47% by 2021 (from 39% in
    2017), driven by realised synergies and market growth

  - The settlement facility has been excluded from working
    capital and not treated as debt due to its almost entirely
    non-recourse nature and the lack of any implied credit
    transfer from partner banks to Nexi

  - Annual costs of approximately EUR15 million associated with
    maintaining the settlement facility

  - Capex falling to 8% of revenue over the long term from 13% in
    2018

  - Annual acquisitions of EUR25 million

KEY RECOVERY ASSUMPTIONS

  - The recovery analysis assumes that Nexi would remain a going
concern in restructuring and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis.

  - The recovery analysis assumes a 20% discount to Nexi's LTM
EBITDA as of December 2017, resulting in a post-restructuring
EBITDA around EUR320 million. At this level of EBITDA, which
assumes corrective measures have been taken, Fitch would expect
Nexi to generate neutral-to-negative FCF.

  - Fitch also assumes a distressed multiple of 6.5x and a fully
drawn EUR325 million revolving credit facility (RCF).

  - These assumptions result in a recovery rate for the senior
secured debt of 'RR3'/57% once the super senior RCF has been
fully paid, to allow a one-notch uplift to the debt rating from
the IDR, after considering the 'RR3'/70% cap for Italy according
to Fitch's criteria.

RATING SENSITIVITIES

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

  - Increasing market share in Italy or expansion outside of
    Italy with EBITDA margins consistently above 45%

  - FFO adjusted gross leverage below 6.0x

  - FFO fixed charge cover above 3.0x

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

  - Failure to realise synergies from past acquisitions and
    credit metrics trending toward stress case

  - FFO adjusted gross leverage sustainably above 8.0x

  - FFO fixed charge cover sustainably below 2.5x

  - Disruption/deterioration in the settlement facility setup

LIQUIDITY

Comfortable Liquidity: Liquidity remains comfortable given cash
on balance sheet, positive FCF, an undrawn EUR325 million RCF,
and no near-term debt due.

FULL LIST OF RATING ACTIONS

Latino Italy S.p.A. (Nexi S.p.A.)

  - Long-Term IDR: assigned 'B+'; Stable Outlook

  - EUR325 million super senior RCF: assigned 'BB-'/'RR3'/70%

Nexi Capital S.p.A.

  - EUR2,600 million senior secured notes: assigned 'BB-'/
    'RR3'/57%



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


BREEZE FINANCE: S&P Affirms 'B-' Issue Rating on Class A Notes
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue rating on the class A
notes issued by Breeze Finance S.A. (Breeze Three, or the
project). The outlook is stable. S&P also revised the recovery
rating to '4' from '3', and its expectation of recovery prospects
for these notes are now 45%, down from its previous assessment of
50%.

S&P also affirmed its 'D' issue rating on Breeze Three's class B
notes, which are subordinated to the class A notes. The '6'
recovery rating on the class B notes indicates its expectation of
negligible recovery prospects in the 0%-10% range.

Breeze Three is a Luxembourg-based special-purpose vehicle that
issued EUR287 million of 20-year, class A notes ('B-/Stable'),
EUR84 million of class B notes ('D'), and EUR84 million of class
C notes (not rated) in 2007. Breeze Three used the proceeds from
the debt to make loans to a portfolio of 39 wind projects in
Germany (through intermediary German borrower Breeze Three Energy
GmbH & Co. KG) and four in France (through intermediary French
borrower Energie Eolienne Derval SNC). The project's total
installed capacity is 347.4 megawatts (MW). The wind projects
have been fully operational since 2008. They are fully cross-
collateralized and benefit from supportive regulatory regimes for
renewable energy in Germany and France.

S&P assesses the stand-alone credit profile (SACP) of the
operations phase at 'b-'. S&P considers the following key
elements in this assessment:

-- The project is exposed to wind resource risk. Wind supply has
    been below historical averages over the past few years. In
    addition, wind power generation has been significantly
    irregular over the past seven years. The yearly volatility
    due to the wind conditions has led to changes of 15% on the
    generation in a single year.

-- The overall portfolio benefits from cross-collateralization
    and moderate diversification because the wind projects are
    located at more than 30 different sites in two countries.

-- S&P expects higher-than-forecast repair and maintenance
    costs, since only 50% of the turbine portfolio (on a megawatt
    basis) benefits from a long-term, fixed-price maintenance
    contract.

-- In the French regulatory system, the off-take period runs for
    20 years. However, the fixed, guaranteed off-take price runs
    only for 15 years and is related to a reference yield. The
    project managers must negotiate the off-take price for 16-20
    years with the off-taker, which exposes wind farm operators
    to market price risk over that same period. Nevertheless, S&P
    views market risk as not applicable, because the French wind
    projects represent only 8% of the installed capacity per
    megawatt (10% of the historical revenues), so cash flow
    available for debt service under its market downside differs
    from that of its base case by less than 5%.

-- There is a mismatch between debt service calculation dates --
    once a year on Dec. 31 -- and debt service dates -- on
    Oct. 19 and April 19 of each year.

-- Breeze Three is exposed to a material seasonality on its cash
    flows. Debt service was split 50% on each payment date,
    however production is volatile, with the first six months
    historically generating 58% of the annual production.

-- Under S&P's base case, the project will need to use its
    reserves to pay the senior debt service, and the minimum debt
    service coverage ratio (DSCR) is 0.92x (2026) and the average
    is 1.03x.

-- Under S&P's downside scenario, the project would default soon
    before the second year in the downside conditions.

-- The project's liquidity has deteriorated, with reserves that
    are already not fully funded. Under S&P's base case, it
    expects that the project will need some of its reserves to
    cover debt service in certain periods.

-- The project has weak structural protection because the class
    A debt service reserve account (DSRA) is not replenished
    ahead of subordinated debt service. This means that because
    subordinated debt is not serviced in full, if drawdowns are
    made from the class A DSRA, it will not be replenished.

-- S&P expects the class B notes will continue to increase the
    deferred amount.

S&P said, "The stable outlook on the class A notes reflects that
we believe the project will perform in line with our base case.
We believe the class A notes' DSRA will likely deteriorate
further in the future. Under our base case, we anticipate that
the project's annual DSCR will fall below 1.00x. However, we
expect the project will have sufficient liquidity to service the
debt at that point.

"We could lower the rating if we believe Breeze Three is
dependent on favorable business, financial, and economic
conditions to meet its financial commitments. This could happen
if the project's operating performance or liquidity deteriorates,
increasing Breeze Three's reliance on its class A notes' DSRA
than we currently anticipate."

S&P views a positive rating action as unlikely because of:

-- The project's weak transaction structure assessment;

-- The project's likely reliance on the senior DSRA to meet its
    October scheduled senior debt service payment;

-- Wind fluctuations, which may lead us to revise S&P's
    assessments; and

-- The turbines' technical performance, which has been below
    expectations.


CRC BREEZE: S&P Affirms 'B-' LT Issue Rating, Outlook Negative
--------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable on
the EUR300 million senior secured notes issued by CRC Breeze
Finance S.A. At the same time, S&P affirmed the 'B-' long-term
issue rating on the debt.

CRC Breeze Finance S.A. (Breeze Two) is a Luxembourg-based
special-purpose vehicle. In 2006, it issued the EUR300 million
class A notes due 2026, plus the unrated EUR50 million class B
notes due 2016 and EUR120 million class C notes due 2026. Breeze
Two is owned by Luxembourg-registered Monument Trust Ltd. Breeze
Two used the proceeds of these debt issues to finance loans to a
portfolio of wind farms: 24 in Germany (through intermediary
German holding borrower Breeze Two Energy GmbH & Co. KG) and four
in France (through intermediary French holding borrower Eoliennes
Suroit SNC).

The financial performance of Breeze Two continues to deteriorate
because of increased operating costs and an eroded liquidity
position. Breeze Two has withdrawn EUR4.4 million from the senior
DSRA since November 2016, leading the current funding of the DSRA
to only EUR6.5 million. Under S&P's base case, EUR6.1 million
from the DSRA will be needed to repay the debt.

S&P said, "We believe Breeze Two's performance may deteriorate
further within the next 12 months, because of weak wind
performance combined with increasing operating expenses. This
could eventually lead to a cash shortfall under our base case,
either through higher operating expenses or a reduction on
liquidity."

S&P assesses the SACP of the operations phase as 'b-'. The key
elements we use to derive this assessment are:

-- Breeze Two is exposed to wind resource risk. Wind supply has
    been below historical averages over the past few years. In
    addition, wind power generation has been significantly
    irregular through the past six years.

-- The overall portfolio benefits from cross-collateralization
    and satisfactory diversification because the projects are
    located at more than 30 different sites and in two different
    countries.

-- S&P expects higher-than-forecasted repair and maintenance
    costs, since only 56% of the installed MW benefits from a
    long-term, fixed-price maintenance contract.

-- In the French regulatory system, the off-take period runs for
    20 years. However, the fixed, guaranteed off-take price runs
    only for 15 years and is related to a reference yield. The
    project managers must negotiate the off-take price for years
    16-20 with the off-taker, which exposes wind farm operators
    to market price risk during years 16-20. However, S&P views
    market risk as not applicable, because the French wind farms
    represent only 8% of the installed capacity per megawatt (10%
    of historical revenues) so that cash flow available for debt
    service under its market downside differs from that of its
    base case by less than 5%.

-- There is a mismatch between debt service calculation dates—
    once a year on Dec. 31--and debt service dates on Nov. 8 and
    May 8 of each year.

-- Breeze Two is exposed to a material seasonality on its cash
    flows. Debt service was split 50% on each repayment date.
    Historically, the production for the first repayment date has
    been an average of 58% of the annual production so that cash
    flow management is required to ensure sufficient payment for
    both periods.

-- S&P said, "Under our base case, we anticipate the project
    will rely on its reserves to pay the senior debt service. In
    addition, under our base case, the minimum debt service
    coverage ratio (DSCR) is 0.90x and the average is 0.97x.
    Under our downside scenario, we assume the project would
    default soon after the first year of the downside scenario."

-- The project's liquidity has deteriorated, with reserves that
    are already not fully funded being further depleted. S&P's
    base-case assumption is that the project will meet its debt
    obligations using its reserves.

-- The project has weak structural protection, given that the
    class A DSRA is not replenished ahead of subordinated debt
    service. As such, because subordinated debt is not serviced
    in full, S&P does not expect the DSRA to be replenished
    should drawdowns be made from the class A DSRA.

S&P said, "Under our base case, Breeze Two will need to consume
most of its existing liquidity for the repayment of the senior
debt. After the repayment in August 2026, we forecast a surplus
on the DSRA of EUR0.4 million. However, over the past two years,
Breeze Two has exhibited higher seasonality and poor performance.
We consider that there is at least a 30% chance that Breeze Two
will consume more than EUR1.2 million from the DSRA in the second
half of 2018 and 2019, meaning that it will not have sufficient
funds under our base-case scenario to cover all its senior
obligations. Should this happen, we will downgrade the
transaction to 'CCC+', indicating the increased likelihood of
default and reliance on unfactored events to improve
performance."

S&P could revise the outlook back to stable if Breeze Two:

-- Demonstrates material improvements on its operations leading
    S&P to consider that the expenses will not continue to grow
    on a yearly basis while maintaining high levels of
    availability; and

-- Does not makes any withdrawals from the DSRA, leading S&P to
    consider that the existing liquidity will not be consumed
    under its base case.



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


AGRIBUSINESS HOLDING: Fitch Cuts LT IDRs to B, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded Russia-based Agribusiness Holding
Miratorg LLC's (Miratorg) Long-Term Foreign- and Local-Currency
Issuer Default Ratings (IDRs) to 'B' from 'B+'. The Outlook is
Stable. Fitch has also downgraded the senior unsecured rating of
Miratorg Finance LLC's RUB5 billion bond due in April 2021 to
'CCC+' from 'B-'.The Recovery Rating remains at 'RR6'.

The downgrade reflects Fitch's expectation that Miratorg's
leverage will increase significantly due to large investments
into doubling of pork production over the next five years. The
IDR of 'B' is supported by Miratorg's strong market position in
Russia and its high degree of vertical integration across the
value chain, which results in strong EBITDA margins and large
business scale.

The Stable Outlook reflects Miratorg's flexibility in capex and
Fitch's assumption that the group will maintain ready access to
bank financing and obtain funding for new investments on a timely
basis.

KEY RATING DRIVERS

Vertically Integrated Business Model: Miratorg's ratings are
supported by the group's robust business model. Miratorg is the
largest pork producer and ranks among the top 10 chicken
producers in Russia. It benefits from vertical integration across
the value chain, from crop growing and fodder production to
livestock and poultry breeding, slaughtering and product
delivery. High vertical integration enables the group to maintain
higher-than-peer EBITDA margins and to smooth out the business's
inherent volatility.

Large Investments Ahead: Miratorg has recently taken a decision
to double its pork production over the next five years to benefit
from industry consolidation trends and increase its market share
at the expense of small players and household producers. The
project requires substantial investments of RUB156 billion, which
will be mostly debt-funded over 2018-2023. However, the rating
also takes into account Miratorg's capex flexibility as the
project is in four phases, making postponement to investments
possible should the operating environment worsen.

Leverage to Rise: As a result of large investment in pork
production, Fitch expects Miratorg's funds from operations (FFO)
adjusted gross leverage to exceed 5.5x (2017: 4.0x) over the
investment cycle before easing to below 5x once capacity is
heavily utilised. This level is higher than Miratorg's historical
leverage of 3.0x-4.0x and is commensurate with 'B' rating in the
sector. In its rating action commentary on Miratorg dated May 26,
2017 Fitch had stated that this investment might lead to a
negative rating action.

Possible Structural Decline in Profitability: As Russia is
already self-sufficient in pork, Fitch does not rule out that
growth in pork supply from Miratorg and other large players,
which are also currently expanding their production, may be
disruptive for the market and lead to a reduction in selling
prices and profitability. This is based on its expectation that
growth in domestic pork consumption and exports will be
insufficient to balance the market. The risk of downwards
pressure on price could lead to lower EBITDA margins and slow
down Miratorg's deleveraging pace in 2021 and beyond, despite the
increase in pork production volumes.

Weak Governance, but Improving Transparency: In Fitch's view
Miratorg's corporate governance is not in line with standard
practices due to key man risk from its two shareholders, related-
party transactions, guarantees provided outside the group
perimeter and a complex group structure. Miratorg's audited
consolidated accounts include entities of which it controls the
operations but that it does not own. Miratorg's group
transparency improved in 2017 after the acquisition of chicken
producer Bryansky Broiler LLC from related parties. Previously
the entity was outside the group but its debt was guaranteed by
Miratorg. The transaction is neutral to credit metrics as Fitch's
consolidation perimeter has always included debt and profits of
Bryansky Broiler LLC.

Support to Related-Party Project: Miratorg's shareholders are
also developing a beef business, partly with the financial help
of Miratorg. In 2017, Miratorg provided guarantees for working
capital loans of Bryansk Meat Company LLC, while investment loans
of this entity remained ring-fenced. Fitch treated the guarantees
as Miratorg's off-balance sheet debt and added them to Miratorg's
debt obligations. Total guaranteed related-party debt was RUB21
billion at end-2017 and contributed 0.6x to FFO adjusted gross
leverage of 4.0x. Fitch's projections assume stable levels of
guaranteed debt over the medium term. Fitch also conservatively
factors in cash support from Miratorg through related-party loans
of around RUB5 billion per year.

State Support for the Sector: Being an agricultural producer,
Miratorg enjoys a favourable tax regime and subsidised interest
rates. This helps its cash flow generation, leading to improved
financial flexibility. As food self-sufficiency remains one of
key objectives of the Russian government, Fitch expects state
support to agricultural producers to be maintained over the next
four years.

DERIVATION SUMMARY

Miratorg has smaller business size and a weaker ranking on a
global scale than industry leaders Tyson Foods Inc. (BBB/Stable),
Smithfields Foods Inc. (BBB/Stable) and BRF S.A. (BBB-/Negative).
Furthermore, Miratorg's projected leverage is substantially
higher than peers' and the group's rating also incorporates weak
corporate governance practices.

Miratorg has a similar vertically integrated business model to
the largest Ukrainian poultry producer and exporter MHP SE (B/
Stable) but higher Fitch-projected leverage and weaker corporate
governance. Nevertheless, Miratorg and MHP have the same rating
as MHP's rating cannot exceed Ukraine's Country Ceiling of 'B-'
by more than one notch.

Miratorg's ratings take into consideration higher-than-average
systemic risks associated with the Russian business and
jurisdictional environment. No Country Ceiling or parent/
subsidiary linkage aspects were in effect for these ratings.

KEY ASSUMPTIONS

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

  - Revenue and EBITDA to grow 12% CAGR over 2018-2022, driven
    mostly by increasing pork production volumes

  - Capex related to construction of new pork production capacity
    not exceeding RUB145 billion in total over 2018-2022

  - Capex related to other projects and maintenance capex
    together not exceeding RUB10 billion per year

  - No material deterioration in working-capital turnover

  - Maintenance of state support to the sector, including
    interest rate subsidies

  - Additional loans to related parties not exceeding RUB5
    billion per year over 2018-2022;

  - No dividends

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Miratorg will be considered a
going-concern in bankruptcy and that it will be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim.

Going-Concern Approach: Miratorg's going-concern EBITDA is based
on projected 2022 EBITDA, which reflects EBITDA after completion
of the group's investment cycle. Fitch expects new pork
production capacity to reach high utilisation in 2022. The going-
concern EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA upon which Fitch bases the valuation
of the group. The going-concern EBITDA is 30% below projected
2022 EBITDA to reflect the industry's inherent volatility due to
fluctuations in selling prices and prices for fodder, which is a
key raw material for meat producers.

An enterprise value (EV) multiple of 5x is used to calculate a
post-reorganisation valuation and to reflect a mid-cycle
multiple. The multiple takes into account Miratorg's well-
invested assets and the group's strong market position in Russia.

Debt Waterfall: Fitch treats secured and unsecured debt at
operating companies, including guaranteed debt of related
parties, as debt ranking prior to bonds. Although bondholders
have an option to put the bonds to distribution company TK
Miratorg LLC, this, in Fitch's view, is insufficient to eliminate
subordination issues as TK Miratorg LLC makes only a marginal
contribution to Miratorg's EBITDA and assets.

Fitch assumes committed credit lines to be fully drawn upon
default.

The waterfall results in a 0% recovery corresponding to 'RR6'
Recovery Rating for Miratorg Finance LLC's local RUB5 billion
bonds due April 2021. This indicates poor recoveries for
bondholders in the event of default and leads to 'CCC+' senior
unsecured rating, two notches below Miratorg's IDR of 'B'.

RATING SENSITIVITIES

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

  - Successful implementation of pork production capacity
    expansion and production ramp-up in accordance with schedule

  - FFO adjusted gross leverage decreasing towards 4.0x on a
    sustained basis (2017: 4.0x)

  - FFO fixed charge cover sustainably around 2.0x (2017: 2.6x)

  - Management's commitment to a more conservative capital
    structure.

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

  - FFO adjusted gross leverage consistently above 5.5x driven by
delays in new production facility construction and ramp-up or a
more challenging market environment

  - FFO fixed charge cover sustainably below 2.0x

  - Material deterioration in free cash flow (FCF) generation
    driven, for example, by lower EBITDA margin, and/or larger-
    than-expected loans to related parties

  - Liquidity shortage caused by the limited availability of bank
    financing in relation to capex and short-term maturities or
    refinancing at more onerous terms than expected

LIQUIDITY

Insufficient Liquidity: At end-March 2018, Fitch-adjusted
unrestricted cash balances of RUB16.4 billion, and committed
undrawn credit facilities of RUB18.6 billion were insufficient to
cover short-term debt of RUB58.3 billion and expected negative
FCF driven by high capex needs. Liquidity sources do not take
into account funding for new pork production capacity as credit
agreements have not yet been signed. However, the credit limit
has been approved by one of the largest Russian banks and
management is confident it will be able to obtain the necessary
funding on a timely basis. Access to liquidity is supported by
Miratorg's strong relationships with Russian state-owned banks.



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


BBVA-6 FTPYME: S&P Affirms D Rating on Class C Notes
----------------------------------------------------
S&P Global Ratings affirmed its 'D (sf)' credit rating on BBVA-6
FTPYME Fondo de Titulizacion de Activos' class C notes.

S&P said, "We have used the latest available payment report and
loan level data to perform our analysis and have applied our
European small and midsize enterprise (SME) collateralized loan
obligation (CLO) criteria and our current counterparty criteria.
We have also applied our structured finance ratings above the
sovereign (RAS) criteria.

"Since our October 2016 review, the class B notes fully redeemed
in June 2018. Therefore, the class C notes is the only
outstanding tranche. Due to the active deferral trigger since
2012, class C interest payments were junior to principal
payments. Consequently, on the last payment date in June 2018,
the class C notes have amortized by 1.90% of their initial amount
(initial amount of EUR32.3 million) despite their deferred
interest payments of EUR1.73 million still due. From the next
payment date in September 2018, the class C notes' interest
payments will be senior to principal payments.

"The current performing portfolio balance is approximately
EUR16.5 million, which represents a 1.1% pool factor. With only
131 distinct obligors, we consider the portfolio to be non-
granular and concentrated with the top obligor and top five
obligors representing 10.65% and 35.71% of the current performing
balance, respectively. There is EUR35.5 million of defaulted
loans in the portfolio.

"Given that our ratings reflect timely interest payment and
ultimate payment of principal and the status of the transaction
in which (i) the portfolio is concentrated to 131 obligors only,
(ii) the class C notes are undercollateralized, (iii) the class C
notes have been deferring interest payments since 2012, and (iv)
the reserve fund's depletion, we have affirmed our 'D (sf)'
rating on this class of notes."

BBVA-6 FTPYME is a single-jurisdiction cash flow CLO transaction
securitizing a portfolio of SME loans that Banco Bilbao Vizcaya
Argentaria, S.A. originated in Spain. The transaction closed in
June 2007.



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


FORCE INDIA: Put Into Administration After Court Hearing
--------------------------------------------------------
Alan Baldwin at Reuters reports that Vijay Mallya's Force India
Formula One team has been put into administration after a court
hearing in London on July 27.

The team's chief operating officer Otmar Szafnauer told reporters
earlier that the team might have to enter some form of
administration before it could emerge on a sounder financial
footing, Reuters relates.

A source close to the matter told Reuters that the action had
been triggered by Mexican driver Sergio Perez, who was owed more
than US$4 million as part of sponsorship deals brought to the
British-based team.

Engine provider Mercedes was due some EUR13 million (US$15.15
million), the same source added, with leading sponsor BWT also
involved, Reuters discloses.

According to Reuters, the motorsportweek.com website
www.motorsportweek.com suggested a "pre-pack" agreement might
have been lined up, with a sale of the business and assets
negotiated before the appointment of administrators and the
change of ownership following shortly after.

Sources close to the team indicated that was wide of the mark but
suggested there were up to five interested parties, Reuters
notes.


IRESA ENERGY: Collapses Amid Poor Service, Billing Complaints
-------------------------------------------------------------
Jillian Ambrose at The Telegraph reports that almost 100,000
energy customers have been left in limbo after Iresa Energy,
Britain's cheapest energy supplier, went under after months of
poor service and more than 2,000 complaints to the Ombudsman this
year alone.

Iresa Energy, which is also the country's most complained about
energy supplier, collapsed on July 27 after a lengthy, public
battle with the regulator over its poor customer service and
billing, The Telegraph relates.

The company is the latest casualty of fast-rising energy costs
that have forced standard energy tariffs across the market higher
in the last few months, The Telegraph notes.

Iresa has repeatedly fallen foul of regulator Ofgem's standards
while struggling against the strain of rising costs, The
Telegraph discloses.


MOTHERCARE PLC: Completes Shares Offer, To Pursue Store Closures
----------------------------------------------------------------
Helen Cahill at Press Association reports that Mothercare has
successfully completed a share issue, raising GBP32.5 million as
it pushes ahead with sweeping store closures.

According to Press Association, the embattled retailer, which has
undergone a significant refinancing while shutting stores, said
it was faced with a "bleak future" ahead of the restructuring and
had more work to do.

The babywear chain has embarked on a plan to shut 60 of its
outlets by June next year, putting 900 jobs at risk, Press
Association discloses.

Mothercare has identified savings of GBP19 million through the
store closure process, and hopes to realise GBP10 million in
cash, Press Association relates.

Mothercare is one of a number of retailers facing financial
difficulties, and is shutting up shops through a controversial
procedure known as a Company Voluntary Arrangement (CVA), which
has been used by a string of retail businesses, Press Association
notes.


POUNDWORLD: Fate of Rotherham Stores Hinges on Rescue Deal
----------------------------------------------------------
Tom Austen at Rothbiz reports that all Poundworld stores in
Rotherham will have closed by August 10 unless the administrator
of the failed retailer secures an eleventh hour deal for the
remaining stores.

Rothbiz reported last month that administrators from Deloitte had
been appointed by the Yorkshire-based discount retailer which was
suffering in extremely challenging trading conditions.

Administrators have so far failed to secure a deal to save the
business through a sale or a rescue of the company itself through
a Company Voluntary Arrangement (CVA), Rothbiz relates.

Poundworld Retail operated 355 stores in the UK, Rothbiz
discloses.

Announcements confirmed specific store closures as a deal
appeared more and more unlikely, Rothbiz notes.

In a recent announcement, Deloitte, as cited by Rothbiz, said
that the remainder of the estate would shut their doors by
Aug. 10 if no buyer for the chain is found.


PREMIER LOGISTICS: To Enter Into Company Voluntary Arrangement
--------------------------------------------------------------
Chris Druce at MotorTransport reports that struggling haulier
Premier Logistics (UK) is set to enter a company voluntary
arrangement (CVA) as it looks to restructure its finances in the
face of a GBP5.7 million shortfall to creditors.

According to MotorTransport, in a letter seen by MT dated July
11, FRP Advisory stated that it had been instructed by Premier
Logistics owner Lee Christopher to hold a meeting of creditors on
July 30, for the purpose of voting on a CVA for the loss-making
firm.



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                 * * * End of Transmission * * *