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

                           E U R O P E

          Friday, November 21, 2014, Vol. 15, No. 231

                            Headlines

B U L G A R I A

MEGA MALL: Ruse Court Launches Bankruptcy Procedure


G E R M A N Y

DECO 9 - PAN EUROPE 3: S&P Cuts Ratings on 2 Note Classes to 'D'
DEUTSCHE BANK: S&P Assigns 'BB' Rating to US$1.5BB Tier 1 Notes
METZ: Files for Insolvency; About 600 Jobs Affected


G R E E C E

FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18


H U N G A R Y

KAPUVARI HUS: No Offers Received for Assets, Liquidator Says


I R E L A N D

BANK OF IRELAND: Moody's Raises Senior Debt Ratings to 'Ba1'
CVC CORDATUS: Moody's Assigns (P)B2 Rating to EUR12.9MM Notes


I T A L Y

POPOLARE DI MILANO: Fitch Affirms 'BB+' Rating


K A Z A K H S T A N

ALLIANCE BANK: Completes US$1.2-Billion Debt Restructuring
CONDENSATE JSC: Fitch Affirms 'B-' LT Issuer Default Rating
FONCAIXA PYMES 5: Moody's Assigns '(P)B2' Rating to Serie B Notes


N E T H E R L A N D S

EMF-NL 2008-1: Fitch Corrects Nov. 17 Rating Release
GATEWAY II EURO: Moody's Affirms 'Ba3' Rating on Class B-2 Notes
GENERALI FINANCE: Moody's Rates Jr. Subordinated Bonds 'Ba1(hyb)'
JUBILEE CDO IV: Moody's Raises Ratings on 2 Note Classes to Ba3
MARFRIG HOLDINGS: Moody's Assigns Ba2 Rating to US$600MM Notes

UNION FENOSA: Fitch Assigns 'BB+' Rating to Sub. Securities
X5 RETAIL: S&P Revises Outlook to Positive & Affirms 'B+' CCR


R O M A N I A

CENTROFARM: Mediplus Withdraws Insolvency Claim


R U S S I A

KUZNETSK CEMENT: Kemerovo Court Initiates Bankruptcy Proceedings


R U S S I A

SISTEMA JSFC: Moody's Cuts Corp. Family Rating to B1; Outlook Neg


S P A I N

BBVA RMBS 14: Moody's Assigns '(P)Ba2' Rating to Serie B Notes
OBRASCON HUARTE: Moody's Lowers CFR to 'B1'; Outlook Negative


U N I T E D   K I N G D O M

CARNUNTUM HIGH: S&P Raises Ratings on 2 Note Classes to 'BB'
CONSOLIDATED MINERALS: Moody's Reviews 'B3' CFR for Downgrade
INFINIS PLC: Fitch Affirms 'BB-' Long-Term IDR; Outlook Stable
ROYAL BANK OF SCOTLAND: Bond Program No Impact on Moody' D+ BFSR


X X X X X X X X

* BOOK REVIEW: Landmarks in Medicine


                            *********



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B U L G A R I A
===============


MEGA MALL: Ruse Court Launches Bankruptcy Procedure
---------------------------------------------------
SeeNews reports that the Ruse district court in Bulgaria launched
on Nov. 19 a bankruptcy procedure against the owner of local mall
operator Mega Mall Ruse.

According to SeeNews, state-run news agency BTA, quoting data
from the Ruse courthouse, said the court declared Mega Mall Ruse
insolvent as of April 18, 2013.

The decision can be appealed before the Veliko Tarnovo court of
appeals within a seven-day period, SeeNews notes.

The Ruse court has also appointed a temporary receiver at the
mall until Dec. 16 when creditors are expected to meet and
appoint a permanent one, SeeNews relates.

Local media reported in February that the London arm of Piraeus
bank had filed an insolvency claim against the Mega Mall Ruse
operator over outstanding debts, SeeNews recounts.

The mall was opened in end-2010 but ceased operations this summer
due to debts.  It covers a build-up area of 48,000 square meters.



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


DECO 9 - PAN EUROPE 3: S&P Cuts Ratings on 2 Note Classes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from 'CCC-
(sf)' its credit ratings on DECO 9 - Pan Europe 3 PLC's class H
and J notes.

In the Oct. 2014 cash manager report, the class H notes only
received EUR40,642 of the EUR62,771 interest due, and the class J
notes did not receive interest.

In S&P's view, the interest shortfalls experienced by the class H
and J notes are primarily due to special servicing fees
associated with the PGREI loan and not the result of loan
repayments.  Under S&P's imputed promises criteria, this would
constitute a breach of the promise to pay interest on a timely
basis.

S&P's ratings address the timely payment of interest and the
ultimate payment of principal no later than the July 2017 legal
final maturity date.

The interest shortfalls represent a failure to pay interest on a
timely basis.  Additionally, S&P believes these classes will
likely experience principal losses.  S&P has therefore lowered to
'D (sf)' from 'CCC- (sf)' its ratings on the class H and J notes,
in line with its criteria.

DECO 9 - Pan Europe 3 is a true sale commercial mortgage-backed
securities (CMBS) transaction that closed in 2006 and is
currently backed by two loans secured on German commercial
properties.

RATINGS LIST

DECO 9 - Pan Europe 3 PLC
EUR1.154 bil commercial mortgage-backed floating-rate notes

                               Rating        Rating
Class        Identifier        To            From
H            24358RAK4         D (sf)        CCC- (sf)
J            24358RAL2         D (sf)        CCC- (sf)


DEUTSCHE BANK: S&P Assigns 'BB' Rating to US$1.5BB Tier 1 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
issue rating to the US$1.5 billion 7.5% undated additional Tier 1
notes to be issued by Deutsche Bank AG.  This is consistent with
the ratings on the additional Tier 1 notes that the bank issued
in May 2014.  The rating is subject to S&P's review of the notes'
final documentation.

In accordance with S&P's criteria for hybrid capital instruments,
the 'BB' rating reflects its analysis of the proposed instrument,
and its assessment of Deutsche Bank's stand-alone credit profile
(SACP) of 'bbb+'.

The 'BB' issue rating stands four notches below the issuer's
SACP, reflecting:

   -- The deduction of one notch under step 1a of the criteria,
      reflecting subordination risk;

   -- The deduction of two further notches under step 1b of the
      criteria, reflecting the proposed issue's regulatory Tier 1
      status; and

   -- The deduction of a fourth notch under step 1c of the
      criteria, reflecting the proposed issue's mandatory
      contingent capital clause leading to principal write-down.
      According to this clause, a write-down would occur if
      Deutsche Bank's consolidated common equity Tier 1 ratio
      fell below 5.125%, which we view as a non-viability
      trigger.

"We note that interest cancellation is compulsory if required by
the regulator or if aggregate interest payments on Tier 1
instruments in the respective fiscal year exceed available
distributable items (ADIs), adjusted for Tier 1 interest
payments, on an unconsolidated basis under German commercial law.
According to this definition (including the adjustment mentioned
above), Deutsche Bank reported EUR2.7 billion of ADIs at year-end
2013, which is a lower amount than we have observed at some other
recent issuers of additional tier 1 securities.  Under step 2b of
the criteria, we could deduct an additional notch from the rating
on the Deutsche Bank issue if its ADIs decline materially from
the year-end 2013 level," S&P said.

Once the notes have been issued and confirmed as part of the
issuer's Tier 1 capital base, S&P expects to assign
"intermediate" equity content to them under its criteria.  This
reflects S&P's view that they can absorb losses on a going-
concern basis through discretionary coupon cancellation, they are
perpetual, and there is no coupon step-up.


METZ: Files for Insolvency; About 600 Jobs Affected
---------------------------------------------------
Alexander Huebner at Reuters reports that a spokesman for Metz on
Nov. 19 said the company has filed for insolvency, adding that
about 600 jobs would be affected.

The spokesman, as cited by Reuters, said Joachim Exner, who
co-managed the insolvency of German peer Loewe, has been
appointed as insolvency administrator, adding that the company's
production and customer services would continue for the time
being.

Peer Loewe sought protection from creditors in July 2013 and
filed for insolvency in October after a strategy to combat the
economic downturn by focusing on premium customers failed,
Reuters recounts.

Metz is a German television maker.



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G R E E C E
===========


FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18
------------------------------------------------------------
The 2014 Annual Meeting of Shareholders of FreeSeas Inc. will be
held on Dec. 18, 2014, at the principal executive offices of
FreeSeas Inc. at 10, Eleftheriou Venizelou Street (Panepistimiou
Ave.) 106 71, Athens, Greece, at 17:00 Greek time/10:00 am
Eastern Standard Time.

The purposes of the Annual Meeting are as follows:

   1. To elect 2 directors of the Company to serve until the 2017
      Annual Meeting of Shareholders;

   2. To consider and vote upon a proposal to ratify the
      appointment of RBSM LLP, as the Company's independent
      registered public accounting firm for the fiscal year
      ending Dec. 31, 2014;

   3. To grant discretionary authority to the Company's board of
      directors to (A) amend the Amended and Restated Articles of
      Incorporation of the Company to effect one or more
      consolidations of the issued and outstanding shares of
      common stock, pursuant to which the shares of common stock
      would be combined and reclassified into one share of common
      stock ratios within the range from 1-for-2 up to 1-for-10
      and (B) determine whether to arrange for the disposition of
      fractional interests by shareholder entitled thereto, to
      pay in cash the fair value of fractions of a share of
      common stock as of the time when those entitled to receive
      those fractions are determined, or to entitle shareholder
      to receive from the Company's transfer agent, in lieu of
      any fractional share, the number of shares of common stock
      rounded up to the next whole number, provided that, (X)
      that the Company will not effect Reverse Stock Splits that,
      in the aggregate, exceeds 1-for-15, and (Y) any Reverse
      Stock Split is completed no later than the first
      anniversary of the date of the Annual Meeting;

   4. To approve an amendment to the Amended and Restated
      Articles of Incorporation of the Company to increase the
      Company's authorized shares of common stock from
      250,000,000 to 750,000,000; and

   5. To transact such other business as may properly come before
      the Annual Meeting and any adjournments or postponements
      thereof.

The Company's Board of Directors has fixed the close of business
on Nov. 14, 2014, as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of $48.70 million in 2013, a
net loss of $30.88 million in 2012 and a net loss of $88.19
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $79.78 million in total assets, $77.41 million in total
liabilities, all current, and $2.37 million in total
shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  Furthermore, the vast majority of the Company's
assets are considered to be highly illiquid and if the Company
were forced to liquidate, the amount realized by the Company
could be substantially lower that the carrying value of these
assets.  These conditions among others raise substantial doubt
about the Company's ability to continue as a going concern.



=============
H U N G A R Y
=============


KAPUVARI HUS: No Offers Received for Assets, Liquidator Says
------------------------------------------------------------
MTI-Econews reports that the liquidator said no offers were
received for the assets of Kapuvari Hus and Kapuvari Bacon in
Kapuvar (W Hungary) by the deadline on Nov. 20.

The assets have been under liquidation since the autumn of 2012,
MTI-Econews notes.

Kapuvari Haus is a meat plant in Kapuvar, Hungary.



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


BANK OF IRELAND: Moody's Raises Senior Debt Ratings to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded Bank of Ireland's senior
debt ratings to Ba1 from Ba3 and deposit ratings to Baa3 from
Ba2. The upgrade followed the raising of the bank's baseline
credit assessment (BCA) to ba2 from b1 (the BCA has been upwardly
revised, and is now aligned with the standalone bank financial
strength rating (BFSR) which was upgraded to D from E+). The
short-term debt ratings have been affirmed at Not Prime while the
short-term deposit ratings have been upgraded to Prime-3 from Not
Prime.

"The upgrade reflects Moody's expectations that Bank of Ireland
will continue to improve its profitability and strengthen its
capital position on the back of the lower funding cost and the
declining cost of credit supported by the favorable operating
environment in Ireland and the UK, its two main operating
markets. Bank of Ireland's liquidity and funding metrics also
continue to improve driven by a shrinking funding gap, its
renewed access to debt markets and a significant reduction in its
use of funding from monetary authorities," says Carlos Suarez
Duarte, a Moody's Vice President -- Senior Analyst.

The results of the European Central Bank's (ECB) Comprehensive
Assessment showed that Bank of Ireland has adequate provisioning
levels and would remain sufficiently capitalized to withstand an
adverse economic shock under the current transitional capital
rules.

"However, further positive rating pressure is only likely to
materialize once Bank of Ireland reduces its still high non-
performing loan ratio," adds Suarez Duarte.

Moody's has also upgraded by two notches Bank of Ireland's
subordinated debt and hybrid instrument ratings. A full list of
affected entities and ratings is included at the end of this
press release.

The outlook on Bank of Ireland's deposit ratings remains
negative, reflecting Moody's expectations of the lower
probability of systemic support for creditors being forthcoming
in the event of need following the recent adoption of the Bank
Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) regulation in the EU. The outlook on
all other ratings has been changed to stable from negative.

Ratings Rationale

Favourable Operating Environment in Ireland and The UK Will
Support Improvements in Profitability And Capital

Moody's believes that the favourable economic environment in
Ireland and the UK provides Bank of Ireland with the opportunity
to improve its loss absorbency capacity as profitability recovers
driven, in turn, by a combination of lower impairments and
reduced cost of funding. Notably, improvements in the operating
environment have led to a decline in the overall level of loan
arrears within the banks operating in Ireland. Moreover, given
the current trend of rising property prices, banks will be better
positioned -- in the event of borrower default -- to reclaim
higher-value collateral, assuming the improved economic
conditions are maintained. As a result, the loss content in the
bank's lending portfolio has diminished and Moody's expects
further improvements in terms of profitability, which will likely
eventually include write-back of provisions. The rating agency
also views as positive the overall performance of the Irish
banks' restructured accounts, with 88% meeting the terms of their
arrangement according to the Governor of the Central Bank of
Ireland, Patrick Honohan. Nevertheless, Moody's still believes
that the volume of non-performing loans remains very high,
exposing Bank of Ireland to material downside risk.

The risk generated by the large non-performing loan portfolio is
increasingly mitigated by Bank of Ireland's enhanced ability to
generate capital organically through increased revenues or
capital accretive management actions. The bank's results under
the ECB stress test show strong transitional common equity tier 1
(CET1) ratios under both the European Banking Authority's
'baseline' (13.2%) and the 'adverse' (9.31%) scenarios. Although
the results released by the European Banking Authority also
showed that relative to other European peers, the bank's fully
loaded CET1 ratios remain low, Moody's considers that the bank
has significantly repaired its ability to generate capital after
an increase in its fully loaded CET1 by 200 basis points between
December 2013 and September 2014.

Demonstrated Ability to Access the Markets, and Evidence Of
Improved Funding Profile

Bank of Ireland continues to reduce its loan-to-deposit ratio and
its use of wholesale funding, although it maintains a negative
funding gap. The bank has also significantly reduced the use of
funding provided by monetary authorities, which declined to EUR5
billion as of September 2014, from EUR8 billion as of December
2013. This funding includes EUR2.7 billion related to National
Asset Management Agency (NAMA) bonds. Despite reducing the
interest paid on its deposits, Bank of Ireland has increased its
total customer deposits to EUR75 billion as of September 2014
from EUR74 billion as of December 2013. The bank also continues
to demonstrate its ability to access the markets after issuing
debt at different levels of its liability structure.

Rationale For The Negative Outlook On The Deposit Ratings

The negative outlook on Bank of Ireland's deposit ratings
reflects Moody's view of a trend toward lower probability of
systemic support for Irish banks being provided in the event of
need following the recent adoption of the BRRD and the SRM
regulation in the EU. In particular, this outlook reflects
that -- with the legislation underlying the new resolution
framework now in place and the explicit inclusion of burden-
sharing with unsecured creditors as a means of reducing the
public cost of bank resolutions -- the balance of risk for banks'
senior unsecured creditors has shifted to the downside.

Bank of Ireland's senior debt rating benefits from one notch of
uplift from the ba2 BCA, reflecting Moody's expectation of a
moderate probability of systemic support being forthcoming in the
event of need.

What Could Change the Rating -- Up

Upward pressure on Bank of Ireland's ratings could develop from a
significant reduction in the stock of problem loans along with
positive net lending, albeit at a moderate pace. Other elements
that could exert upward pressure on the bank's BCA over the next
12 to 18 months are (1) further improvements in profitability and
efficiency; (2) additional improvements in the bank's fully
loaded capital and leverage metrics; and (3) its ability to
maintain a sound liquidity profile.

What Could Change the Rating - Down

Bank of Ireland's ratings could be adversely affected by (1) a
change in Ireland's positive economic environment, because such
developments will likely be followed by a reversal in the bank's
improving asset quality trend; (2) an unexpected deterioration in
the bank's profitability metrics; (3) a material deterioration in
its liquidity profile or funding position and; (4) a reduction in
Moody's systemic support expectations.

List of Affected Ratings

Issuer: Bank of Ireland

Adjusted Baseline Credit Assessment, Raised to ba2 from b1

Baseline Credit Assessment, Raised to ba2 from b1

Bank Financial Strength Rating, Upgraded to D STA from E+ NEG

Issuer Rating, Upgraded to Ba1 STA from Ba3 NEG

Long-term Bank Deposit Ratings, Upgraded to Baa3 NEG from Ba2
NEG

Short-term Bank Deposit Ratings, Upgraded to P-3 from NP

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 STA
from Ba3 NEG

Subordinate Regular Bond/Debenture, Upgraded to Ba3 STA from B2
NEG

Junior Subordinated Regular Bond/Debenture, Upgraded to B1 (hyb)
STA from B3 (hyb) NEG

Preferred Stock, Upgraded to B3 (hyb) STA from Caa2 (hyb) NEG

Pref. Stock Non-cumulative Preferred Stock, Upgraded to B3 (hyb)
STA from Caa2 (hyb) NEG

Senior Unsecured Medium-Term Note Program, Upgraded to (P)Ba1
from (P)Ba3

Subordinated Medium-Term Note Program, Upgraded to (P)Ba3 from
(P)B2

Junior Subordinated Medium-Term Note Program, Upgraded to (P)B1
from (P)B3

Short-term Medium-Term Note Program, Affirmed (P)NP

Short-term Deposit Program, Affirmed NP

Commercial Paper, Affirmed NP

Outlook, Negative(m)

Issuer: Bank of Ireland UK Holdings Plc

Preferred Stock, Upgraded to B3 (hyb) STA from Caa2 (hyb) NEG

Outlook, Stable

Issuer: Bristol & West plc

Subordinate Regular Bond/Debenture, Upgraded to Ba3 STA from B2
NEG

Issuer: ICS Building Society

Adjusted Baseline Credit Assessment, Raised to ba2 from b1

Baseline Credit Assessment, Raised to ba2 from b1

Bank Financial Strength Rating , Upgraded to D STA from E+ NEG

Long-Term Bank Deposit Ratings, Upgraded to Baa3 NEG from Ba2
NEG

Short-Term Bank Deposit Rating, Upgraded to P-3 from NP

Outlook, Negative(m)

Principal Methodology

The principal methodology used in these ratings was Global Banks
published in July 2014.


CVC CORDATUS: Moody's Assigns (P)B2 Rating to EUR12.9MM Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CVC
Cordatus Loan Fund IV Limited:

EUR225,400,000 Class A Senior Secured Floating Rate Notes due
2028, Assigned (P)Aaa (sf)

EUR22,600,000 Class B-1 Senior Secured Floating Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR24,000,000 Class B-2 Senior Secured Fixed Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR24,900,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)A2 (sf)

EUR18,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)Baa2 (sf)

EUR27,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)Ba2 (sf)

EUR12,900,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

Ratings Rationale

Moody's provisional rating of the rated notes addresses the
expected loss posed to note holders by legal final maturity of
the notes in 2028. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, CVC Credit
Partners Group Limited ("CVC"), has sufficient experience and
operational capacity and is capable of managing this CLO.

CVC Cordatus Loan Fund IV Limited is a managed cash flow CLO. At
least 90% of the portfolio must consist of senior secured
obligations and up to 10% of the portfolio may consist of senior
unsecured obligations, second-lien loans, mezzanine obligations
and high yield bonds. The portfolio is expected to be 60% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the six month
ramp-up period in compliance with the portfolio guidelines.

CVC 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 or credit improved obligations, and are subject
to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 44,000,000 of subordinated notes which will
not be rated.

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

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
February 2014. 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.

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

Par Amount: EUR 388,600,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 4.10%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 40.00%

Weighted Average Life (WAL): 8 years.

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the provisional rating
assigned to the rated notes. This sensitivity analysis includes
increased default probability relative to the base case. Below is
a summary of the impact of an increase in default probability
(expressed in terms of WARF level) on each of the rated notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), holding all other factors equal.

Percentage Change in WARF: WARF + 15% (to 3163 from 2750)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

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:-2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes:-1

Percentage Change in WARF: WARF +30% (to 3575 from 2750)

Class A Senior Secured Floating Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -4

Class B-2 Senior Secured Fixed Rate Notes: -4

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: -4

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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. CVC's investment decisions and
management of the transaction will also affect the notes'
performance.



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I T A L Y
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POPOLARE DI MILANO: Fitch Affirms 'BB+' Rating
----------------------------------------------
Fitch Ratings has affirmed Banca Popolare di Milano's (BPM;
BB+/Negative/B) EUR3.44 billion mortgage covered bonds
(obbligazioni bancarie garantite, OBG) at 'BBB+ with Negative
Outlook following recent amendments to the program's hedging
structure.

On Nov. 14, 2014, BPM, as swap counterparty, and BPM Covered Bond
S.r.l. as guarantor, terminated the asset swap agreement reached
by them when the program was established on July 11, 2008.

KEY RATING DRIVERS

The rating is based on BPM's Long-term Issuer Default Rating
(IDR) of 'BB+', an IDR uplift of '0', an unchanged Discontinuity
Cap (D-Cap) of 1 (very high discontinuity risk) and the 82% asset
percentage (AP) that Fitch takes into account in its analysis
which provides more protection than the 89% 'BBB+' breakeven (BE)
AP.  The Negative Outlook on the covered bonds' rating reflects
that on the bank's IDR and the outlook for the Italian
residential mortgage market.

The termination of the asset swap results in a revised BE AP for
the 'BBB+' rating to 89% from 82%.  The 82% AP that the issuer
commits to is no longer adequate to make timely payments on the
covered bonds and, as a result, the tested rating on a
probability of default (PD) basis is now floored at BPM's IDR, as
adjusted by the IDR uplift of '0' .

The 'BBB+' rating of the covered bonds is based on the recovery
prospects on the covered bonds assumed to be in default, should
the source of payments switch from the issuer to the cover pool.
The AP of 82% allows the covered bonds to achieve at least 91%
recoveries, which correspond to a three-notch uplift above the
tested rating on PD basis.

The 89% 'BBB+' BE AP, which corresponds to 12.4%
overcollateralization (OC), is driven by the asset disposal loss
component of 12.0%.  This reflects the stressed valuation of the
entire cover pool after an assumed covered bond default as the
covered bond rating is only based on a recovery prospects
analysis. The credit loss component of 3.1% is driven by the
13.9% weighted average (WA) default rate and 78.2% WA recovery
rate for the cover assets at 'BBB+'.

The cash flow valuation component of 8.4% is driven by maturity
mismatches between assets and liabilities and the open interest
rate position following the termination of the asset swap.  As at
Sept. 30, 2014, the cover pool consisted of fixed rate loans
(16%), floating rate loans (24%), loans with switching options
(25%) and floating rate loans with a cap (35%; weighted average
cap of 5.4%).  Of the outstanding covered bonds, 52% are fixed
rate and they remain hedged via liability swaps entered into with
UBS Limited (A/Stable/F1), Societe Generale (A/Negative/F1) and
BNP Paribas (A+/Stable/F1).

Fitch's 'BBB+' breakeven OC is lower than the sum of the
components, because the agency gives credit for a minimum
recovery given default of 91%, rather 100%, in its 'BBB+'
scenario.

The unchanged D-Cap of 1 is driven by the agency's liquidity gap
and systemic risk assessment.  The 'very high' risk assessment
reflects Fitch's expectation that in a systemic crisis,
deterioration of a sovereign's creditworthiness would be
associated with diminishing prospects for interbank liquidity.
It also reflects Fitch's view that the extendible maturity of up
to 12 months only provides a limited mitigant against the
liquidity gap risk in the program.  The program does not
currently benefit from the '1' D-Cap because the AP that the
issuer commits to is insufficient to make timely payments on the
covered bonds at 'BBB-'.

The IDR uplift of 0 reflects the covered bonds exemption from
bail-in, Fitch's view that Italy is not a covered bonds intensive
jurisdiction, the issuer is not systemically important in its
domestic market so that Fitch considers that resolution by other
means than liquidation is unlikely and the level of senior
unsecured debt does not provide sufficient protection to the
covered bonds.

Fitch takes into account the 82% AP that the issuer commits to,
which is published in BPM's quarterly test performance report.

RATING SENSITIVITIES

The 'BBB+' rating would be vulnerable to a downgrade if the IDR
was downgraded by 1 or more notches.  A potential downgrade of
BPM's IDR to the bank's current Viability Rating of 'b+' would be
expected to lead to a downgrade of the covered bonds to 'BB+',
all else being equal.

The Fitch breakeven AP for the covered bond rating will be
affected, amongst others, by the profile of the cover assets
relative to outstanding covered bonds, which can change over
time, even in the absence of new issuance.  Therefore the
breakeven AP to maintain the covered bond rating cannot be
assumed to remain stable over time.



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


ALLIANCE BANK: Completes US$1.2-Billion Debt Restructuring
----------------------------------------------------------
Mariya Gordeyeva at Reuters report that Timur Issatayev, chief
executive of Alliance Bank, on Nov. 19 said it has completed a
US$1.2 billion debt restructuring and the country's sovereign
wealth fund will put KZT220 billion (US$1.2 billion) of special
deposits into the bank to support the deal.

According to Reuters, Alliance Bank next plans to merge with two
other Kazakh banks, Temirbank and ForteBank, controlled by Kazakh
billionaire Bolat Utemuratov, also a minority stake holder in
Alliance, a process which will lead to a number of job losses.

Reuters relates Alliance said in a statement the restructuring,
the bank's second in four years, will be achieved by the
cancellation or restructuring of all outstanding claims by its
creditors, in return for which they will receive a combination of
cash, shares in the combined bank and/or newly issued bonds with
a principal amount of KZT43.5 billion (US$237 million).

Mr. Issatayev told Reuters sovereign wealth fund Samruk-Kazyna
will support the restructuring through 10-year special term
deposits with an aggregate nominal value of KZT220 billion.

Mr. Issatayev, as cited by Reuters, said the restructuring was
approved by 90.51% of shareholders.  He also said the bank's
debts will be cut to US$600 million from US$1.2 billion, Reuters
notes.

Alliance Bank JSC -- http://www.alb.kz-- provides commercial
banking services for retail and corporate customers, and small
and medium sized enterprises in the Republic of Kazakhstan. The
company operates through Retail Banking, Corporate Banking, and
Financial Institutions segments. It accepts deposits; grants
loans and guarantees; exchanges foreign currencies; deals with
securities; and transfers cash payments, as well as provides
corporate finance and other banking services. The company was
founded in 1993 and is headquartered in Almaty, the Republic of
Kazakhstan. Alliance Bank JSC is a subsidiary of Sovereign Wealth
Fund Samruk Kazyna.


CONDENSATE JSC: Fitch Affirms 'B-' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings affirmed Kazakhstan-based JSC Condensate's Long-
term foreign currency Issuer Default Rating (IDR) at 'B-'. The
Outlook is Stable.

The ratings reflect Condensate's small, but growing, scale of
production, risks associated with off-taker concentration and
expected higher leverage.  It currently does not have any debt,
but plans to borrow up to USD140m for its ongoing refinery
upgrade program.  Fitch expects that after completing this
upgrade Condensate's gross funds from operations (FFO)-adjusted
leverage will peak at 3.4x in 2015, before falling below 2.5x
when the upgrade project is complete.

KEY RATING DRIVERS

Small Size Caps Ratings

Condensate's ratings are capped in the 'B' category due to its
small size and single-site operations in north-west Kazakhstan.
Its refinery has an annual capacity of 600,000 tons and mainly
produces heavy distilled liquid fuel and straight-run gas oil.
Its refining throughput in 2013 was 478,000 tons, up 51% yoy, due
to production recovery after a short-term interruption in
outbound logistics at the beginning of 2012.  In 2013, Condensate
had revenues of nearly KZT46 billion (USD302 million) and EBITDA
of KZT6.9 billion (USD45.1 million).

Off-Taker Risks Remain

Condensate's reliance on a single off-taker remains a credit
risk. Since February 2013 Occidental Energy Logistics Ltd. (UK)
became the main off-taker for Condensate's oil products, instead
of Great Eastern Oil Limited (UK).  The sales contract with
Occidental Energy Logistics Ltd. is valid until Dec. 31, 2014.
In 2013 and 9M14, Occidental Energy Logistics Ltd. accounted for
77%-78% of Condensate's total revenues.  On Sept. 30, 2014, the
accounts receivable balance due from Occidental Energy Logistics
Ltd. to Condensate was KZT4.3 billion (USD23.4 million).  Fitch
expects that Condensate's customer base will become more
diversified once it starts to produce gasoline and other higher
value-added oil products in 4Q15.

Ongoing Upgrade Rating Positive

Condensate is upgrading its refinery to produce Euro-5 quality
gasoline, to be sold at the domestic market, which faces gasoline
shortages.  The company expects to complete the upgrade in 3Q15,
which will improve its profitability by increasing sales of
higher value-added oil products and will also diversify its
customer base.  Condensate estimates that the project will
require capital investment of about USD200 million, of which the
company has already spent around USD70 million of its own money
to date.

Manageable Debt-Funded Capex

To finance the refinery upgrade Condensate plans to raise up to
USD140 million in loans from local banks and/or on the bond
market.  Fitch expects that after the planned debt funding
Condensate's FFO adjusted gross leverage will peak at 3.4x in
2015 before falling below 2.5x when the upgrade project is
complete.  FFO interest coverage will fluctuate around 4x until
end-2016.  These metrics imply a moderate debt load relative to
other Fitch-rated Russian and Kazakh oil and gas peers, and are
consistent with 'B' category ratings.

Competitive Location, Rising Competition

Condensate's location in north-west Kazakhstan, near the Russian
border and more than 500km away by car from the closest Atyrau
refinery (over 1,000km by railroad), is an important competitive
advantage once the company starts producing gasoline at end-2015.
The company has preliminary agreements with local traders and
retailers to sell all its gasoline produced after the
modernization.  In Fitch's view, the main threat is a surplus of
motor fuels in Kazakhstan and Russia after a number of refineries
complete their modernization programs by 2016, which may put
downward pressure on gasoline prices.

Earnings Volatility to Decrease

Condensate's refining margins (EBITDA to barrels refined) ranged
between USD11/bbl and USD24/bbl in 2011-2013, illustrating the
company's earnings volatility exacerbated by its lack of own raw
materials.  Refining margins in both Kazakhstan and Russia, where
the company may potentially sell its gasoline, are driven by
industry-specific taxes and movements of regional supply and
demand.  Fitch's base case scenario is for Condensate's refining
margins to average USD10-USD12/bbl over the medium term.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

   -- A successful completion of the refinery upgrade program,
      currently expected in 2H15.  Fitch expects that post-
      upgrade condensate will generate additional revenues and
      margins from sales of higher value-added oil products

   -- Diversification of the customer base

Negative: Future developments that could lead to negative rating
action include:

   -- Failure to complete or significant delays in completion of
      the refinery upgrade, leading to an erosion of its
      financial profile

   -- FFO adjusted gross leverage above 4x on sustained basis

   -- Liquidity problems such as Condensate's failure to secure
      and maintain credit facilities to complete the refinery
      upgrade program

LIQUIDITY AND DEBT STRUCTURE

Currently, Condensate does not have any debt outstanding.  At
Sept. 30, 2014, it had cash balances and short-term deposits of
KZT4.3 billion, which were mostly kept with the Kazakh subsidiary
of Bank Sberbank of Russia OJSC (BBB-/Negative) and Bank
Centercredit (B/Stable). At end-2013, Condensate's USD-
denominated short-term deposits with Kazakh banks amounted to
KZT2.3 billion and it had cash and cash equivalents of KZT3.2
billion mainly in USD.

For the refinery upgrade, Halyk Bank of Kazakhstan (BB/Stable)
agreed to provide Condensate with a long-term USD130 million
credit line. In July 2014, Condensate registered a KZT5 billion
bond, which was listed on the Kazakhstan Stock Exchange (KASE).
However, the bond has not been sold to investors yet and the
company has a right to sell the bond in the future.

The company expects to finance the refinery upgrade either by
drawing on a bank loan or by selling the KZT bond. Condensate is
also considering a eurobond issue.

FULL LIST OF RATING ACTIONS

  Long-term foreign currency Issuer Default Rating (IDR):
  affirmed at 'B-', Stable Outlook

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

  Long-term local currency IDR: affirmed at 'B-', Stable Outlook

  National Long-term rating: affirmed at 'B+(kaz)', Stable
  Outlook

  Local currency senior unsecured rating: affirmed at 'B-'

  National senior unsecured rating: affirmed at 'B+(kaz)'


FONCAIXA PYMES 5: Moody's Assigns '(P)B2' Rating to Serie B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the notes to be issued by FONCAIXA PYMES 5, FTA (the
Issuer):

EUR1555.5 million Serie A Notes due September 2047, Assigned
(P)A3 (sf)

EUR274.5 million Serie B Notes due September 2047, Assigned
(P)B2 (sf)

FONCAIXA PYMES 5, FTA is a securitization of loans and draw-downs
under lines of credit granted by Caixabank (Baa3/P-3, Stable
Outlook) to small and medium-sized enterprises (SMEs) and self-
employed individuals.

Caixabank will act as servicer of the loans and lines of credit,
while GestiCaixa S.G.F.T., S.A. will be the management company
(Gestora) of the Fondo.

Ratings Rationale

The ratings are primarily based on the credit quality of the
portfolio, its diversity, the structural features of the
transaction and its legal integrity.

The provisional pool analyzed was, as of October 2014, composed
of a portfolio of 47,512 contracts (1.3% of the total pool amount
being draw-downs from lines of credit) granted to obligors
located in Spain. The assets were originated between 2001 and
2014, and have a weighted average seasoning of 1.3 years and a
weighted average remaining term of 4 years. Around 4.9% of the
portfolio is secured by mortgages (mostly second lien) over
residential and commercial properties. Geographically, the pool
is located mostly in Catalonia (31.7%), Madrid (11.7%) and
Andalusia (10.8%). Delinquent assets (up to 30 days in arrears)
represent around 1.7% of the provisional portfolio, and this
amount will be capped at a maximum of 5% of the total pool
notional at closing. The pool at closing may also include assets
in arrears between 30 and 90 days, however these are capped at
0.05% of the total pool notional.

In Moody's view, the credit positive features of this deal
include, among others: (i) performance of Caixabank originated
transactions has been better than the average observed in the
Spanish market; (ii) granular and well diversified pool across
industry sectors; (iii) exposure to the construction and building
sector, at around 12.1% of the pool volume (which includes a 2.2%
exposure to real estate developers), is below the average
observed in the Spanish market; and (iv) refinanced and
restructured loans have been excluded from the pool. The
transaction also shows a number of credit weaknesses, including:
(i) 9.9% of the total portfolio volume are bullet amortizing
contracts and 11.5% is either currently under grace period or can
allow future grace periods or payment holidays; (ii) there is
strong linkage to Caixabank as it holds several roles in the
transaction (originator, servicer and accounts bank); (iii) no
interest rate hedge mechanism in place.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitized portfolio due to its
granularity. The rating agency derived the default distribution,
namely the relevant main inputs such as the mean default
probability and its related standard deviation, via the analysis
of: (i) the characteristics of the loan-by-loan portfolio
information, complemented by the available historical vintage
data; (ii) the potential fluctuations in the macroeconomic
environment during the lifetime of this transaction; and (iii)
the portfolio concentrations in terms of industry sectors and
single obligors. Moody's assumed the cumulative default
probability of the portfolio to be equal to 7.06% with a
coefficient of variation (i.e. the ratio of standard deviation
over mean default rate) of 65%. The rating agency has assumed
stochastic recoveries with a mean recovery rate of 35% and a
standard deviation of 20%. In addition, Moody's has assumed the
prepayments to be 5% per year.

The principal methodology used in this rating was Moody's Global
Approach to Rating SME Balance Sheet Securitizations published in
January 2014.

For rating this transaction, Moody's used the following models:
(i) ABSROM to model the cash flows and determine the loss for
each tranche and (ii) CDOROM to determine the coefficient of
variation of the default definition applicable to this
transaction.

Loss and Cash Flow Analysis:

Moody's ABSROM cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of such
default scenarios as defined by the transaction-specific default
distribution. On the recovery side Moody's assumes a stochastic
(normal) recovery distribution which is correlated to the default
distribution. 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 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
analysis encompasses the assessment of stressed scenarios.

Moody's used CDOROM to determine the coefficient of variation of
the default distribution for this transaction. The Moody's
CDOROM(TM) model is a Monte Carlo simulation which takes borrower
specific Moody's default probabilities as input. Each borrower
reference entity is modelled individually with a standard multi-
factor model incorporating intra- and inter-industry correlation.
The correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the Notes by the legal final
maturity. Moody's ratings address only the credit risk associated
with the transaction, Other non-credit risks have not been
addressed but may have a significant effect on yield to
investors.

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

Factors or circumstances that could lead to a downgrade of the
ratings affected by the action would be (1) worse-than-expected
performance of the underlying collateral; (2) an increase in
counterparty risk, such as a downgrade of the rating of
Caixabank.

Factors or circumstances that could lead to an upgrade of the
ratings affected by the action would be the better-than-expected
performance of the underlying assets and a decline in
counterparty risk.

Stress Scenarios:

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis. If the assumed default probability of
7.06% used in determining the initial rating was changed to 9.18%
and the recovery rate of 35% was changed to 25%, the model-
indicated ratings for Serie A and Serie B of A3(sf) and B2(sf)
would be Baa2(sf) and B3(sf) respectively. For more details,
please refer to the full Parameter Sensitivity analysis to be
included in the New Issue Report of this transaction.



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


EMF-NL 2008-1: Fitch Corrects Nov. 17 Rating Release
----------------------------------------------------
Fitch Ratings issued a correction on the Nov. 17 rating release.
This replaces the version published on Nov. 17, which incorrectly
stated the servicing arrangements in the Eurosail NL and EMF-NL
transactions.

Fitch Ratings has affirmed 15, downgraded four and upgraded two
tranches of five Dutch non-conforming RMBS.  The transactions are
Eurosail NL and EMF-NL series jointly originated by ELQ
Portefeuille I BV (ELQ) and Quion 50, and Spaarck Hypotheken's
Principal Investment Mortgages 1 SA (PRIM).  The MPT provider and
the issuer administrator in the ELQ transactions is Adaxio B.V.
The primary servicing is delegated through sub-MPT agreements to
Stater (RPS1-) and in EMF Prime 2008-A and EMF NL 2008-2 also to
Quion, who is also performing special servicing activities for
those transactions.  PRIM loans are fully serviced by Vesting
Finance (RPS2-).

KEY RATING DRIVERS

Performance Remains Weaker Compared to Prime

As of the most recent interest payment date, three-month plus
arrears ranged from 4.7% (PRIM) to 12.3% (EMF Prime 2008-A) of
the outstanding collateral balance, while the average three-month
plus arrears figure in the Fitch-rated prime Dutch RMBS is 0.89%.
Over the past 12 months three-month plus arrears in the ELQ
transactions have decreased on average by 103 basis points (bp).
In contrast, arrears in PRIM increased by 203bp.  Fitch expects a
decline in late stage arrears across all five transactions as the
Dutch housing market gradually recovers, making foreclosure
economically viable.

Repossessions and Realized Losses

The downgrades in EMF Prime 2008-A reflect Fitch's concerns over
the increase in the volume of loans that have been subject to
foreclosure activities (2.7% of the original portfolio balance)
and resulting realized losses (1.4%).  Gross excess spread over
the past 12 months averaged 60bp of the outstanding portfolio
balance per annum.  It has been insufficient to cover for period
realized losses leading to an increase in realized losses
allocated to the principal deficiency ledger to EUR2.3 million as
of October 2014 from EUR90,000 million as of Oct. 2013.

The average increase in loans with properties that have been
foreclosed upon and realised losses across all five deals over
the past 12 months is 220bp and 110bp, respectively.  As a result
of increased foreclosure activities and losses, the reserve funds
in the ELQ transactions have reported drawings.  As of Oct. 2014,
the reserve funds of EMF 2008-1, Eurosail 2007-1 and Eurosail
2007-2 stood at 40%, 93% and 62% respectively.  The affirmations
in the Eurosail transactions and EMF 2008-1 reflect the fact that
despite the recent reserve fund drawings the transactions still
have sufficient levels of credit enhancement to withstand
expected losses derived for respective rating levels.

The Negative Outlook on the majority of ELQ tranches reflects the
agency's concerns over the high number of borrowers in the three-
month arrears which could lead to further utilisation of reserve
funds and subsequent build-up in principal deficiency ledgers.

Meanwhile, the reserve fund in PRIM remains fully funded.
Payment Interruption Exposure in EMF transactions

Following the default of Lehman Brothers, the EMF transactions
were left without liquidity facilities, resulting in increased
exposure to payment interruption risk in case of servicer
default. According to Fitch's criteria, the structures do not
have sufficient liquidity to withstand a three-month temporary
loss of principal and interest receipts, which would be required
to cover for senior fees and senior interest in a higher interest
rate environment.  For this reason, the ratings in EMF
transactions are capped at 'Asf'.

Sufficient Credit Enhancement in PRIM

Despite the weaker asset performance of the portfolio, the
continued deleveraging of the portfolio has led to a build-up in
the level of credit enhancement available to the notes of PRIM.
This has resulted in an upgrade of the class B and C notes to
'AAAsf' and 'Asf', respectively.

RATING SENSITIVITIES

Deterioration in asset performance may result from economic
factors, in particular the increasing effect of unemployment.  A
corresponding increase in new defaults and associated pressure on
excess spread levels, beyond Fitch's stresses could result in
negative rating action.

In addition, given that majority of loans have now reverted to
variable-rate loans in all five portfolios, a sudden rise in
interest rates may cause performance to weaken significantly and
thus may cause further downgrades.

The rating actions are as follows:

EMF-NL 2008-1

Class A2 (XS0352315526) affirmed at 'Asf'; Outlook Negative
Class A3 (XS0359127387) affirmed at 'Asf'; Outlook Negative

EMF-NL Prime 2008-A B.V.

Class A2 (XS0362465535) downgraded to 'BBB+sf' from 'Asf';
Outlook Negative
Class A3 (XS0362465881) downgraded to 'BBB+sf' from 'Asf';
Outlook Negative
Class B (XS0362466186) downgraded to 'B+sf' from 'BBsf'; Outlook
Negative
Class C (XS0362466269) downgraded to 'CCCsf' from 'Bsf'; Recovery
Estimate 80%
Class D (XS0362466772) affirmed at 'CCsf'; Recovery Estimate 0%

Eurosail 2007-1 B.V.
Class A (XS0307254259) affirmed at 'AAsf'; Outlook Negative
Class B (XS0307256114) affirmed at 'Asf'; Outlook Negative
Class C (XS0307257435) affirmed at 'BBBsf'; Outlook Negative
Class D (XS0307260496) affirmed at 'Bsf'; Outlook Negative
Class E1 (XS0307265370) affirmed at 'CCCsf'; Recovery Estimate 0%
Class ET (XS0307265883) affirmed at 'CCCsf'; Recovery Estimate 0%

Eurosail 2007-2 B.V.
Class A (XS0327216569) affirmed at 'AAAsf'; Outlook Stable
Class M (XS0330526772) affirmed at 'AAsf'; Outlook revised to
Negative from Stable
Class B (XS0327217880) affirmed at 'BBBsf'; Outlook Negative
Class C (XS0327218425) affirmed at 'BBsf'; Outlook Negative
Class D1 (XS0327219159) affirmed at 'Bsf'; Outlook Negative
Principal Residential Investment Mortgages 1 SA
Class A (XS0736639112) affirmed at 'AAAsf'; Outlook Stable
Class B (XS0736642686) upgraded to 'AAAsf' from 'AAsf'; Outlook
Stable
Class C (XS0736644203) upgraded to 'Asf' from 'A-sf'; Outlook
Stable


GATEWAY II EURO: Moody's Affirms 'Ba3' Rating on Class B-2 Notes
----------------------------------------------------------------
Moody's Investors Service has announced that it has upgraded the
following notes issued by Gateway II Euro CLO B.V.:

EUR35.5M Class A-2 Senior Secured Floating Rate Notes due 2023,
Upgraded to Aaa (sf); previously on Jan 20, 2014 Upgraded to Aa1
(sf)

EUR27.5M Class A-3 Deferrable Senior Secured Floating Rate Notes
due 2023, Upgraded to Aa2 (sf); previously on Jan 20, 2014
Upgraded to A1 (sf)

EUR24M Class B-1 Deferrable Senior Secured Floating Rate Notes
due 2023, Upgraded to Baa1 (sf); previously on Jan 20, 2014
Affirmed Baa3 (sf)

Moody's also affirms the ratings on the following notes issued by
Gateway II Euro CLO B.V.:

EUR190M (outstanding balance of EUR62.3M) Class A-1E Senior
Secured Floating Rate Notes due 2023, Affirmed Aaa (sf);
previously on Jan 20, 2014 Affirmed Aaa (sf)

EUR80M (outstanding balance of EUR22.5M) Class A-1R Senior
Secured Variable Funding Notes due 2023, Affirmed Aaa (sf);
previously on Jan 20, 2014 Affirmed Aaa (sf)

EUR20M (outstanding balance of EUR19.2M) Class B-2 Deferrable
Senior Secured Floating Rate Notes due 2023, Affirmed Ba3 (sf);
previously on Jan 20, 2014 Affirmed Ba3 (sf)

Gateway II Euro CLO B.V., issued in April 2007, is a
multicurrency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European loans. The portfolio is
managed by Pramerica Investment Management. This transaction
passed its reinvestment period in July 2013.

Ratings Rationale

The upgrades of the notes is primarily a result of substantial
deleveraging since the last rating action in January 2014 which
was based on the November 2013 trustee report. Since November
2013, class A-1R has paid down EUR 45.3m (57% of initial balance)
and class A-1E has paid down EUR 99.1m (52% of initial balance)
resulting in significant increases in over-collateralisation
levels. As of the October 2014 trustee report, class A-2, class
A-3, class B-1 and class B-2 observed over-collateralisation
levels of 153.10%, 130.86%, 116.14% and 106.54% respectively
compared with 131.11%, 118.78%, 109.76% and 103.47% in November
2013. The October 2014 trustee reported OC levels do not factor
in the recent October 2014 payment date.

The average credit quality as reflected by the weighted average
rating factor ("WARF") has remained stable at 2693 compared to
2702 in November 2013.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having a
EUR pool with performing par and principal proceeds balance of
EUR 205.4 million, a defaulted par of EUR 6.2 million, a weighted
average default probability of 19.63% (consistent with a WARF of
2876 over a weighted average life of 4.12 years), a weighted
average recovery rate upon default of 49.35% for a Aaa liability
target rating, a diversity score of 29 and a weighted average
spread of 3.80%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 98% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the non first-lien loan corporate assets would recover 15%. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics
of the collateral pool into its cash flow model analysis,
subjecting them to stresses as a function of the target rating of
each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate in
the portfolio. Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
that were within one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

2) Around 22% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates. As part of its base case, Moody's has stressed large
concentrations of single obligors bearing a credit estimate as
described in "Updated Approach to the Usage of Credit Estimates
in Rated Transactions," published in October 2009 and available
at http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461.

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

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


GENERALI FINANCE: Moody's Rates Jr. Subordinated Bonds 'Ba1(hyb)'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1(hyb) rating to the
undated junior subordinated bonds issued by Generali Finance B.V.
and guaranteed by Assicurazioni Generali S.p.A. (rated Baa1 for
insurance financial strength rating, stable outlook). Moody's has
also assigned a (P)Ba1 junior subordinated rating to Generali
Finance B.V. and Assicurazioni Generali S.p.A.'s Euro Medium Term
Note (EMTN) program.

Ratings Rationale

The Ba1(hyb) rating of the bonds issued by Generali Finance B.V.
is three notches below Assicurazioni Generali S.p.A.'s insurance
financial strength rating and reflects the combination of (i) the
junior subordination of the bonds (ii) the optional and mandatory
weak coupon deferral mechanisms, (iii) the cumulative nature of
deferred coupons, in case of deferral, (iv) the temporary loss
absorption features of the bond, (v) the variation and
substitution language included in the documentation and (vi) the
unconditional and irrevocable guarantee from Assicurazioni
Generali S.p.A..

The new bonds are undated junior subordinated bonds. They will
rank junior to senior bonds and to all dated subordinated bonds,
and senior to all classes of shares. They will rank pari passu
with all outstanding perpetual hybrid obligations issued by
Generali Finance B.V. and by Assicurazioni Generali S.p.A.
(together, "Generali").

Moody's indicates that the new instrument allows the issuer to
defer interest payment on any interest payment date notably if,
during the previous 6-month period (or 3-month for securities
other than shares where remuneration is paid every 3 months), no
dividend on any class of shares was declared or paid or any class
of shares was repurchased and if no coupon was paid on pari passu
securities or no pari passu securities was repurchased or
redeemed (save for certain exceptions). The instrument also
contains mandatory interest deferral triggers, notably based upon
breach of solvency requirements. Under the existing EU Solvency I
rules, Moody's regards this trigger as weak, and Moody's will
evaluate the strength of this trigger when Solvency II is
activated.

However, any deferred interest payment, optional or mandatory,
will constitute arrears of interest and remains due by Generali
at a future date (cumulative coupon deferral mechanism).

The new bonds also include a temporary principal write-down
mechanism, according to which, if the solvency ratio of
Assicurazioni Generali S.p.A. falls below 100% after losses,
Generali's obligation to repay the principal and the coupons
would be deferred. The obligation to repay principal would then
be reinstated if the solvency ratio increased again to at least
100%, or upon early redemption or at liquidation of the company.
Interest will continue to accrue on the nominal value of the
bonds.

Furthermore, the documentation of the bonds allows Generali to
redeem, exchange or vary the terms of the securities under
certain circumstances, including the situations where, as a
result of change in regulation, the instrument would no longer
qualify as regulatory capital under Solvency I, or if the newly
issued instrument would not be recognized as Tier 1 capital under
the grandfathering provisions of the Solvency II framework.

According to the currently available rules for grandfathering
subordinated debts, the bonds should be grandfathered as Tier 1
capital under Solvency II, for up to 10 years after the
implementation date of the new regime. However, Moody's mentions
that after 10 years, the debt would not meet the current criteria
for eligibility as regulatory capital. Therefore, should the debt
not be called and remain outstanding at that time, Generali would
have the option to vary the terms of the bonds. Moody's mentions
that, according to the documentation, in case of exchange or
variation, the terms cannot be changed in a way that is
materially adverse to the investor, after consultation of an
independent investment bank. Nonetheless, Generali would be
allowed to include a new principal write-down or conversion into
shares mechanism based on an objective and measurable trigger.
Moody's believes that the new capital requirements under Solvency
II could represent a basis for such an objective and measurable
trigger. The Ba1(hyb) rating on the bonds reflects Moody's
opinion that there is currently a low probability that the
security is not called before the end of the grandfathering
period and that the terms of the bonds are varied in a way which
would be materially adverse to investors and which would impact
the rating of the bonds.

The proceeds of the issuance will be used by Generali to buy back
existing perpetual hybrid securities callable in 2016 and 2017.
Moody's says that it considers the combination of the buy back
and of the new issuance to be credit positive as it reduces
future refinancing risk for Generali with no impact on its
financial leverage.

Commenting on the (P)Ba1 junior subordinated EMTN rating for
"more deeply subordinated bonds" to be issued under Generali's
program, Moody's says that the rating reflects the expected
ranking of these bonds, their expected deferral coupon mechanisms
and their expected variation and exchange language. Nonetheless,
ratings on individual bonds issued under the program will be
subject to Moody's review of the terms and conditions of the
notes.

What Could Change the Rating Up/Down

Commenting on what could change the debt rating up or down,
Moody's mentions that, as the debts are notched down from
Assicurazioni Generali S.p.A.'s insurance financial strength
rating, any change in this rating would affect the debt ratings.

Upwards pressure on Assicurazioni Generali S.p.A.'s insurance
financial strength rating could develop following (1) an
improvement in the credit quality of Italy; (2) a continued
improvement of the group's solvency and/or a significantly lower
exposure to Italian assets; (3) improvements of the financial
flexibility, notably through improvements in earnings coverage.

Downwards pressure on Assicurazioni Generali S.p.A.'s ratings
could develop following (1) a deterioration in the credit quality
of Italy; (2) a material deterioration of solvency or a higher
exposure to Italian assets; (3) a deterioration in operating
performance also resulting in a deterioration in the group's
financial flexibility; or (4) a deterioration in the cash flows
at the holding, for example with a significant reduction in the
cash flow coverage below 2x and/or a significant reduction on the
cash flows from the (re)insurance business.

Rating List

The following rating has been assigned with a stable outlook:

Generali Finance B.V. -- backed junior subordinated rating at
Ba1(hyb).

The following ratings have been assigned:

Generali Finance B.V. -- backed junior subordinated EMTN rating
at (P)Ba1;

Assicurazioni Generali S.p.A. -- junior subordinated EMTN rating
at (P)Ba1.

Principal Methodologies

The methodologies used in this rating were Global Life Insurers
published in August 2014, and Global Property and Casualty
Insurers published in August 2014.


JUBILEE CDO IV: Moody's Raises Ratings on 2 Note Classes to Ba3
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Jubilee CDO IV B.V.:

EUR36.2 million (Current Balance: EUR33,379,912.09) Class B-1
Floating Rate Notes due 2019, Upgraded to Aaa (sf); previously
on Jan 31, 2014 Upgraded to Aa1 (sf)

EUR13 million (Current Balance: EUR11,987,261.25) Class B-2
Fixed Rate Notes due 2019, Upgraded to Aaa (sf); previously on
Jan 31, 2014 Upgraded to Aa1 (sf)

EUR36.9 million Class C Deferrable Floating Rate Notes due 2019,
Upgraded to A2 (sf); previously on Jan 31, 2014 Upgraded to Baa3
(sf)

EUR9.4 million Class D-1 Deferrable Floating Rate Notes due
2019, Upgraded to Ba3 (sf); previously on Jan 31, 2014 Affirmed
B3 (sf)

EUR7 million Class D-2 Deferrable Fixed Rate Notes due 2019,
Upgraded to Ba3 (sf); previously on Jan 31, 2014 Affirmed B3
(sf)

EUR11.25 million (Current Rated Balance: EUR1,275,600.95) Class
X Combination Notes, Upgraded to Baa3 (sf); previously on
Jan 31, 2014 Affirmed Ba3 (sf)

Moody's also affirmed the ratings of the following notes issued
by Jubilee CDO IV B.V.:

EUR20 million (Current Rated Balance: EUR3,725,136.44) Class T
Combination Notes, Affirmed Aaa (sf); previously on Jan 31, 2014
Upgraded to Aaa (sf)

Jubilee CDO IV B.V., issued in August 2004, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high
yield European loans. The portfolio is managed by Alcentra
Limited. The transaction's reinvestment period ended on 15
October 2010.

Ratings Rationale

The ratings upgrades on the notes are primarily a result of the
improvement in over-collateralization (OC) ratios since the
payment date in October 2014. The Classes A notes have redeemed
in full. As a result of the deleveraging the OC ratio of Class B
has increased significantly. According to the October 2014
trustee report the OC ratios of Classes B, C, and D are 168.29%,
118.03% and 104.20% compared to 147.28%, 112.62% and 101.95%
respectively in February 2014.

The ratings on the combination notes address the repayment of the
rated balances on or before the legal final maturity. The rated
balance of each Class of combination notes at any time is equal
to the principal amount of the combination note on the issue date
minus the sum of all payments made from the issue date to such
date, of either interest or principal. The rated balance will not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR106 million,
a weighted average default probability of 25.89% (consistent with
a WARF of 3991), a weighted average recovery rate upon default of
43.84% for a Aaa liability target rating, a diversity score of 13
and a weighted average spread of 4.10%.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. Given that the portfolio has
exposures to 20.68% of obligors in Spain, whose LCC is A1,
Moody's ran the model with different par amounts depending on the
target rating of each class of notes, in accordance with Section
4.2.11 and Appendix 14 of the methodology. The portfolio haircuts
are a function of the exposure to peripheral countries and the
target ratings of the rated notes, and amount to 4.27% for the
Class B notes, 2.67% for the Class C notes.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 82.39% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was " Moody's
Global Approach to Rating Collateralized Loan Obligations "
published in February 2014.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it lowered the weighted average spread by 30 basis
points; the model generated outputs that were within one notch of
the base-case results.

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

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

   * Around 31.64% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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

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


MARFRIG HOLDINGS: Moody's Assigns Ba2 Rating to US$600MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 foreign currency rating
to Marfrig's proposed USD600 million senior unsecured notes due
2022 to be issued by Marfrig Holdings (Europe) B.V. and
irrevocably and unconditionally guaranteed by Marfrig Global
Foods S.A. ("Marfrig") and by Marfrig Overseas Limited. The deal
is part of Marfrig's liability management strategy and net
proceeds from the issuance will be mainly used to tender part of
the company's outstanding notes due 2020. The rating outlook is
stable.

The rating of the proposed notes assumes that the final
transaction documents will not be materially different from draft
legal documentation reviewed by Moody's to date and assume that
these agreements are legally valid, binding and enforceable.

Ratings unchanged:

Issuer: Marfrig Global Foods S.A.

  Corporate Family Rating: B2 (global scale)

Issuer: Marfrig Overseas Limited:

  US$375 million 9.625% senior unsecured guaranteed notes due
  2016: B2 (foreign currency)

  US$500 million 9.500% senior unsecured guaranteed notes due
  2020: B2 (foreign currency)

  US$275 million 9.500% senior unsecured guaranteed notes due
  2020: B2 (foreign currency)

Issuer: Marfrig Holdings (Europe) B.V.:

  US$ 750 million 8.375% senior unsecured guaranteed notes due
  2018: B2 (foreign currency)

  US$600 million 9.875% senior unsecured guaranteed notes due
  2017: B2 (foreign currency)

  USD$400 million 11.250% senior unsecured guaranteed notes due
  2021: B2 (foreign currency)

  USD$850 million senior unsecured notes due 2019: B2 (foreign
  currency)

Ratings assigned:

Issuer: Marfrig Holdings (Europe) B.V.:

  Proposed USD 600 million senior unsecured notes due 2022: B2
  (foreign currency)

The outlook for all ratings is stable.

Ratings Rationale

Marfrig's B2 ratings are supported by its diversified portfolio
of animal proteins, as well as large geographic footprint and
global distribution capabilities. The company's diversity in
terms of raw material sourcing reduces risks related to weather
and animal diseases, while its large product portfolio helps to
mitigate the volatility inherent to commodity cycles and supply-
demand conditions for each specific protein. In addition, Moody's
view BNDES' (Brazilian National Development Bank) support to the
company and its improved liquidity and debt profile following the
divestiture of Seara and proactive liability management
initiatives as credit positives.

On the other hand, the ratings are constrained by Marfrig's still
elevated leverage, low interest coverage and historically
pressured operating performance and cash generation. Although in
the past there was a lack of clarity over the company's growth
strategy and in its financial policies, Moody's have observed
since early 2013 a clear focus to grow organically, pursue a
lower leverage and improve cash flow generation, which should
lead to a gradual improvement in credit metrics.

The divestiture of its poultry/processed food assets in Brazil in
June 2013 led to a meaningful improvement in the company's
liquidity profile. After the divestiture, annual working capital
needs were lowered by approximately BRL800 million and cash
generation from operations has been improving and should allow
for neutral to positive free cash flow generation in the FY2014.
As a consequence, adjusted leverage was reduced to 6.0x in the
2Q14 from 6.6x in the 3Q13 and 8.1x in the 2Q13. At the same
time, short-term debt declined to around BRL1 billion, from
BRL2.2 billion in June 2013.

As of September 2014, the company's total cash balance of BRL3.0
billion was sufficient to cover reported short term debt by 2.5x.
Additionally, the company currently holds, through its subsidiary
Keystone, BRL350 million in available committed facilities.
Throughout 2014, Marfrig reopened its 2020 notes, issuing
additional USD275 million; issued USD850 million in notes due
2019 and GBP250 million in notes through its subsidiary Moy Park.
All issuances targeted a reduction in the company's annual
interest expense and the optimization of its liability
allocation, which should support a more adequate capital
structure going forward. The proposed deal is an additional
liability management initiative and proceeds will be mainly
channeled to tender part of the company's outstanding notes due
2020.

The stable outlook reflects Moody's view that Marfrig will be
able to maintain operating margins and liquidity near current
levels and improve credit metrics over the near term.

The ratings or outlook could be upgraded if Marfrig demonstrates
consistent and predictable execution of its financial policy with
the ability to improve liquidity and keep operating margins at
least near current levels. In addition, it would require a
CFO/Net Debt approaching 15% and a Total Debt / EBITDA below
4.5x.

Marfrig's ratings could be downgraded if a consistent and
predictable financial policy execution is not observed going
forward. A downgrade could also be triggered if liquidity were to
deteriorate in a way that unrestricted cash position would
represent less than 80% of short term debt. Quantitatively,
downward pressure on Marfrig's B2 rating or outlook is likely if
Total Debt / EBITDA is sustained above 6.0x, EBITA to gross
interest expense falls below 1.0x or if Retained Cash Flow to Net
Debt is below 10%. All credit metrics are according to Moody's
standard adjustments and definitions.

Marfrig, headquartered in Sao Paulo, Brazil, is one of the
largest protein players globally, with consolidated revenues of
BRL 20.1 billion (approximately USD 8.8 billion) in the last
twelve months period ended in September, 2014. The company has
significant scale and is diversified in terms of sales, raw
materials and product portfolio, with operations in Brazil, US,
UK and many other countries and presence in the beef, poultry and
food service segments.


UNION FENOSA: Fitch Assigns 'BB+' Rating to Sub. Securities
-----------------------------------------------------------
Fitch Ratings has assigned Gas Natural Fenosa Finance BV's EUR1
billion undated eight-year non-call deeply subordinated
guaranteed fixed-rate reset securities (hybrid capital
securities) a final rating of 'BBB-'.  The securities qualify for
50% equity credit.  The notes are unconditionally and irrevocably
guaranteed by Gas Natural SDG, S.A. (Gas Natural, BBB+/Stable) on
a subordinated basis.

The rating for the hybrid capital securities reflects the highly
subordinated nature of the notes, considered to have lower
recovery prospects in a liquidation or bankruptcy scenario.  The
equity credit reflects the structural equity-like characteristics
of the instruments including subordination, maturity in excess of
five years and deferrable interest coupon payments.  Equity
credit is limited to 50% given the cumulative interest coupon, a
feature considered more debt-like in nature.

The notes' rating and assignment of equity credit are based on
Fitch's hybrid methodology, dated Dec. 23, 2013.

KEY RATING DRIVERS FOR THE NOTES

Ratings Reflect Deep Subordination

The notes have been notched down by two notches from Gas
Natural's Long-term Issuer Default Rating given their deep
subordination and consequently, the lower recovery prospects in a
liquidation or bankruptcy scenario relative to the senior
obligations of the issuer and guarantor.

Equity Treatment

The securities qualify for 50% equity credit as they meet Fitch's
criteria with regard to deep subordination, remaining effective
maturity of at least five years, full discretion to defer coupons
for at least five years and limited events of default.  These are
key equity-like characteristics, affording Gas Natural greater
financial flexibility.

Effective Maturity Date 2042

While the notes are perpetual, Fitch deems the effective,
remaining maturity as 2042, in accordance with the agency's
hybrid criteria.  From this date, the coupon step-up is within
Fitch's aggregate threshold rate of 100bps, but the issuer will
no longer be subject to replacement language, which discloses the
company's intent to redeem the instrument at its call date with
the proceeds of a similar instrument or with equity.  According
to Fitch's criteria, the equity credit of 50% would change to 0%
five years before the effective remaining maturity date.  The
issuer has the option to redeem the notes on the first call date
in 2022 and on any coupon payment date thereafter.

Cumulative Coupon Limits Equity Treatment

The interest coupon deferrals are cumulative, which results in
50% equity treatment and 50% debt treatment of the hybrid notes
by Fitch.  The company will be obliged to make a mandatory
settlement of deferred interest payments under certain
circumstances, including the declaration of a cash dividend.
This is a feature similar to debt-like securities and reduces the
company's financial flexibility.

Importantly, the payment of coupons on outstanding preference
shares, issued by Union Fenosa Financial Services USA LLC in 2003
(outstanding EUR69 million, rated BB+) and Union Fenosa
Preferentes, S.A. in 2005 (outstanding EUR750 million, rated BB)
will not trigger a mandatory settlement of deferred interest
payments on the EUR1 billion hybrid bonds.  Both preference
shares issues do not have the ability to defer coupon payments
without constraints.  Their non-cumulative cash coupons can only
be deferred under certain circumstances, subject to constraints,
including the linkage of coupon payments to the prior year's net
profit.  As a result, Fitch allocates no equity credit to both
issues.  The one-notch rating differential between the 2003 and
2005 issues reflects the relative seniority of the former.

KEY RATING DRIVERS FOR GAS NATURAL

CGE Acquisition

Fitch affirmed Gas Natural's ratings on Oct. 16, 2014, following
the company's announcement of an acquisition of Chile's Compania
General de Electricidad SA (CGE, AA-(cl)/Stable) for USD3.3
billion (EUR2.6 billion).  The rating action reflected our view
that the CGE acquisition will have a moderately positive impact
on Gas Natural's business profile, due to increased geographical
diversification as well as our expectation of rapid de-leveraging
following the acquisition.  Fitch expects that the acquisition
will temporarily weaken credit ratios to above our negative
rating guideline in the next 12 months but Fitch expects funds
from operations (FFO) adjusted net leverage to return to a level
commensurate with the rating (below 4.0x) in 2016-2017.

On October 12, Gas Natural agreed to acquire 54% of CGE from a
group of controlling stakeholders and the company has recently
made a share tender offer for the remaining stake.  Based on the
results of the tender offer the company will buy 96.5% shares of
CGE for about EUR2.55 billion.  In 2013 CGE's EBITDA was EUR0.6
billion and net debt-to-adjusted EBITDA stood at 3.3x.

Moderately Stronger Business Profile

Fitch believes that the CGE acquisition has a moderately positive
impact on Gas Natural's business profile, due to increased
geographical diversification, including Chile (A+/Stable), one of
the highest-rated Latam countries with a predictable regulatory
regime.  As a result of the acquisition, Gas Natural will change
its mix of Spanish versus international business to 49:51 from
56:44, reducing the company's exposure to the Spanish market,
which has been subject to unfavorable regulatory changes in the
past few years.

Fitch considers CGE a good strategic fit for Gas Natural due to
its focus on natural gas distribution and electricity
distribution and transmission, the highly regulated character of
its revenues and its leading market position in Chile.  Fitch
expects a moderate reduction in the profitability of CGE's
natural gas distribution business due to planned changes to
regulations.

Temporarily Weaker Credit Metrics

Fitch expects that the acquisition will temporarily weaken credit
ratios to above our negative rating guideline of FFO adjusted net
leverage of close to or above 4x in the next 12 months.  This
eliminates rating headroom for the company.  However, Fitch
projects FFO adjusted net leverage to return to the level
commensurate with the rating (below 4.0x) in 2016 and to improve
further in 2017, due to deleveraging in line with the company's
strategy.

The EUR1 billion hybrid bond issue with 50% equity credit
improves the company's net leverage by 0.1x.

Regulatory Cuts in Electricity

A series of regulatory changes in the Spanish electricity sector
since 2012 have reduced Gas Natural's annual EBITDA by about
EUR0.6 billion, according to the company's estimates.  Fitch
expects other reforms (ie, capacity payments and mothballing) to
affect future earnings to a lesser extent.  Legal tail risk
remains as the new measures may be tested in courts.

Gas Networks Less Exposed

Recent changes to the gas sector regulatory framework in Spain
are expected to prevent further growth of the gas tariff deficit
(TD) and introduce mechanisms to eliminate the outstanding TD in
the system (around EUR0.4 billion at end-2013).  The negative
impact of the regulatory changes on Gas Natural's EBITDA is EUR45
million in 2014 and around EUR90 million per year thereafter,
according to Fitch's estimates. The regulatory cut is much
smaller than that seen in the Spanish electricity business as the
cumulative gas TD is substantially lower than the electricity TD.

Balanced Business Profile

The ratings are supported by Gas Natural's integrated strong
business profile in both gas and electricity.  A significant
portion of the company's earnings (52% of 1H14 EBITDA) are
regulated and mainly derived from its gas and electricity
distribution activities in Spain and Latam, providing cash flow
visibility.  This is despite the 2012-2014 regulatory changes in
Spain that reduced regulated earnings.  The CGE acquisition will
slightly increase the share of regulated EBITDA.  In addition,
about 5% of 1H14 EBITDA was quasi-regulated, comprising mostly
long-term contracted generation in Latam (PPAs) and generation in
the special regime in Spain.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

   -- Reduction of FFO adjusted net leverage to around 3.0x or
      below on a sustained basis and FFO interest coverage around
      5.5x or above (FY13: 5.2x) on a sustained basis

   -- Improvement in the operating and regulatory environment

Negative: Future developments that could lead to a negative
rating action include:

   -- FFO adjusted net leverage close to or above 4.0x and FFO
      interest coverage below 4.5x on a sustained basis

   -- Substantial deterioration of the operating environment or
      further government measures that substantially reduce cash
      flows

LIQUIDITY AND DEBT STRUCTURE

Gas Natural's liquidity position remains strong.  As of Sept. 30,
2014, Gas Natural had cash and cash equivalents of EUR3.9 billion
plus available committed credit facilities of EUR6.8 billion, of
which EUR6.7 billion are maturing beyond 2015.  This is
sufficient to fund the CGE acquisition and meet debt maturities
of EUR4 billion over the next 24 months.  Fitch expects Gas
Natural to generate positive free cash flow in 2014-2016.

FULL LIST OF RATINGS

Gas Natural SDG, S.A.

Long-term IDR of 'BBB+', Outlook Stable
Short- term IDR of 'F2'

Gas Natural Fenosa Finance BV

Senior unsecured rating of 'BBB+'
Euro commercial paper programme rating of 'F2'
Subordinated hybrid capital securities' rating of 'BBB-'

Gas Natural Capital Markets, S.A.

Senior unsecured rating of 'BBB+'

Union Fenosa Financial Services USA LLC

Subordinated debt rating of 'BB+'

Union Fenosa Preferentes, S.A.

Subordinated debt rating of 'BB'


X5 RETAIL: S&P Revises Outlook to Positive & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlooks on Russian grocery chain X5 Retail Group N.V. (X5) and
its subsidiary OOO X5 Finance to positive from stable.  The 'B+'
long-term corporate credit ratings on both companies were
affirmed.

At the same time, S&P affirmed its 'B+' issue rating on X5
Finance's senior unsecured ruble bond.  The recovery rating
remains at '3', reflecting S&P's expectation of meaningful
recovery (50%-70%) in the event of a payment default.

The rating actions reflect the group's improved operating
performance and credit metrics over the past few quarters
following a management shake-up in 2013.  S&P thinks that the
group should be able to sustain similar or stronger operating
performance and credit measures over the next few quarters,
despite ongoing difficult economic conditions in Russia, which
could lead to a higher rating over the next 12 months.  S&P also
notes a more disciplined financial policy over the past four
years, especially in terms of acquisitions, which, if continued,
should support an upgrade.

X5's operating performance started to improve at the end of 2013,
after two years of declining growth in sales and customer
traffic, slowing like-for-like revenue growth, and contracting
EBITDA margins.  The growth in earnings improved X5's credit
metrics, with the Standard & Poor's-adjusted ratio of debt to
EBITDA decreasing to 2.4x for the 12 months ended Sept. 30, 2014,
from 2.8x for the corresponding period in 2013; funds from
operations (FFO) to debt increased to 28.3% from 23.7% over the
same time frame.  X5's FFO cash interest coverage also slightly
improved to 3.8x in the first nine months of 2014 from 3.7x in
the corresponding period of 2013, despite higher funding costs.

S&P continues to assess X5's business risk profile as "fair,"
reflecting its view of the company's exposure to emerging-market
risks, such as currency volatility, persistent cost inflation,
and political uncertainty.  The recent one-year ban on food
imports to Russia has put additional pressure on the industry and
may have a bigger impact on X5's operating performance if
extended for a longer period.  Still, S&P don't expect the ban to
significantly affect its ratings on food retailers in the short
term.  X5's competitive position as Russia's second-largest food
retailer and its strong position in the lucrative Moscow and St.
Petersburg markets support the business risk profile.  The
company benefits from the resilience and predictability of the
retail food industry.  Its operations are concentrated mainly in
Russia's Central and North-West Regions, and it has good format
diversity operating in the economy, supermarket, hypermarket,
convenience, and online retail segments, with more than one-half
of its sales coming from the economy-class format.  S&P views the
company's profitability of just below 10% as average, which is in
line with that of major peers in the food retail industry.

"We continue to assess X5's financial risk profile as
"aggressive."  In our view, high capital expenditures on the
refurbishment of existing stores and opening new ones in 2014-
2015 would weigh on X5's cash flows, and we do not expect the
company to significantly deleverage over the next one to two
years.  Nevertheless, we project that X5's adjusted debt to
EBITDA will not exceed 3x over that period, and FFO to adjusted
debt will likely remain between 20% and 30%, supported by revenue
and EBITDA growth.  Although these core ratios are better than
those consistent with the "aggressive" category, we regard the
FFO cash interest coverage ratio as very important in assessing
the company's ability to service its debt.  We forecast this
ratio to be higher than 3x in the coming years, even assuming
that Russian companies' cost of funding will increase over the
next two years," S&P said.

"The combination of a "fair" business risk profile and an
"aggressive" financial risk profile results in our 'bb-' anchor
for X5.  We deduct one notch from the anchor, owing to our
assessment of X5's financial policy as negative.  This reflects
our expectation that X5's credit metrics might deviate materially
from our current base-case forecasts and that event risk is high.
Until 2010, X5 demonstrated an aggressive financial policy and
structurally weak free operating cash flow generation, largely
due to a history of debt-financed growth investments, like its
acquisition of the Karusel hypermarket chain in 2008 and the
Kopeyka discount chain in 2010.  After Kopeyka's acquisition,
there was a significant increase in the Standard & Poor's-
adjusted debt-to-EBITDA ratio, to 4.3x from 2.8x," S&P noted.

However, in S&P's view, the company's financial policy improved
in 2011-2014, due to the new management's more prudent approach
and commitment to organic growth rather than through
acquisitions.  S&P currently views the risk of significant debt-
financed acquisitions as low, although we cannot rule them out.
S&P will also observe X5's operating performance and financial
policy under the new CFO, appointed in Oct. 2014.

The positive outlooks reflect the possibility of an upgrade over
the next 12 months if, as S&P expects, X5 maintains or further
improves its operating performance and adheres to a prudent
financial policy.

S&P could consider raising the ratings if X5's revenues, EBITDA,
and like-for-like sales continue to strengthen over the next two
to three quarters, despite the challenges of operating in
Russia's current economic environment.  An upgrade would require
the company to maintain its market position, sound profitability,
and "adequate" liquidity.  It would also require confirmation of
a more disciplined and conservative financial policy that
precludes significant debt-financed acquisitions.  Moreover, S&P
would expect X5 to maintain FFO to debt at the upper end of the
15% to 20% range and FFO cash interest cover higher than 3x over
the next few years, which would be commensurate with a higher
rating.

S&P could revise the outlook to stable if worsening operating
performance or a looser financial policy caused X5's adjusted
FFO-to-debt ratio to fall below the 15%-20% range.  S&P could
also lower the ratings if adjusted FFO cash interest coverage
fell significantly below 3x or, in S&P's view, X5's liquidity
deteriorated to below the "adequate" level.



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R O M A N I A
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CENTROFARM: Mediplus Withdraws Insolvency Claim
-----------------------------------------------
According to Ziarul Financiar's Oana Gavrila, Centrofarm A&D
Pharma PR manager Veronica Dobre told MEDIAFAX the company has
paid its debt to pharmaceutical distributor Mediplus.

Mediplus withdrew its insolvency claim on Nov. 20 following the
payment, Ziarul Financiar relates.

Centrofarm is a Romanian drugstore chain.



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


KUZNETSK CEMENT: Kemerovo Court Initiates Bankruptcy Proceedings
----------------------------------------------------------------
AggBusiness.com reports that the Commercial Court of the Kemerovo
region in Siberia Russia has initiated bankruptcy proceedings
against Kuznetsk Cement Plant.

The claimed debt of the company has not been disclosed,
AggBusiness.com notes.

It is reported that the enterprise has suspended production
several times since 2012 on the request of a court, due to the
violations of environmental law, AggBusiness.com relates.

About 200 people currently work at the plant, AggBusiness.com
discloses.

Kuznetsk Cement Plant is based in Novokuznetsk, Siberia.  The
company is part of United Ce millionent Group.



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


SISTEMA JSFC: Moody's Cuts Corp. Family Rating to B1; Outlook Neg
-----------------------------------------------------------------
Moody's Investors Service has downgraded Sistema Joint Stock
Financial Corporation's (Sistema) corporate family rating (CFR)
to B1 from Ba2 and probability of default rating (PDR) to B1-PD
from Ba2-PD. The outlook on all ratings is negative. This
concludes the review for downgrade initiated by Moody's on 18
September 2014.

Ratings Rationale

The downgrade reflects the imminent withdrawal of Bashneft's (Ba2
on review for downgrade) shares from Sistema's ownership as a
result of the Moscow Arbitrage Court's decision to return the
shares to the Russian Federation, and the risk of further
negative pressure related to this action and/or continuing
investigation of Bashneft's privatisation. The court's decision
anticipates no compensation to Sistema from the state. The
company indicated that it will not appeal the decision, but will
claim the recovery of its damages from entities from which it
acquired Bashneft's shares, or their successors. The majority
shareholder Mr Evtushenkov remains under house arrest.

Moody's had considered withdrawing Bashneft with no compensation
as one of the most extreme outcomes when the ratings were placed
on review in September. Sistema's decision not to appeal may be a
pragmatic one which successfully brings this issue to closure
without further negative consequences. However, the fact that the
majority shareholder Mr Evtushenkov remains under house arrest
suggests that the issue may not yet be fully closed. There is a
possibility of further penalties or claims against Sistema, not
least in respect of dividends that have been received since the
Bashneft acquisition, which according to Sistema amounted to
RUB120 billion (around US$2.6 billion at the current exchange
rate).

If negative pressure intensifies, Sistema could struggle to
maintain its formerly strong financial market access and debt
financing relationships.

However, Moody's notes that Sistema still retains the benefit of
its effective 53.5% stake in Mobile TeleSystems OJSC (MTS; Baa3
stable), currently evaluated at around US$5.9 billion, as well as
several smaller holdings. The loss of Bashneft results in a
reduction in and weaker diversification of Sistema's cash
generating asset base, as well as a weakening in Sistema's
consolidated financial metrics and liquidity. However, Sistema's
debt at the holding company level and guaranteed by the holding
company (which Moody's estimates at US$1.7 billion and US$0.6
billion, respectively, as of September 2014) is still moderate
relative to the value of these assets.

Without the risk of further negative impact related to Bashneft,
the Sistema debt would likely still be rated in the Ba category.
Moody's notes that the previous claim to recover dividends
received from Bashneft was not part of the latest court judgment.
It is not Moody's central expectation that Sistema would be
required to repay all Bashneft dividends, but at this stage
Moody's cannot rule out the possibility of further negative
pressure. Sistema's liquidity in respect of scheduled debt
maturities is adequate, with repayments balanced by year.
However, the liquidity is not calibrated to cover any large-scale
penalty or claim. Should there be evidence that the risk of
further claims against Sistema has reduced or become more
defined, Moody's could consider an upgrade of Sistema's ratings.

Sistema's B1 CFR factors in (1) the retained risk of potential
further claims on Sistema related to the return of Bashneft
shares to the state ownership, and/or as a result of the
continuing investigation of the Bashneft privatisation by the
Investigative Committee of the Russian Federation; (2) Moody's
expectation that Sistema's consolidated financial metrics will
deteriorate following the Bashneft withdrawal, with consolidated
debt/EBITDA estimated at 2.5x as of June 2014 on a pro forma
basis, compared with actual debt/EBITDA of 2.1x as of the same
date (all metrics are Moody's-adjusted); and (3) Sistema's
exposure to rouble depreciation, as around two thirds of debt at
the holding company level and guaranteed by the holding company
is denominated in foreign currency (as of September 2014).

The rating also takes into account (4) Sistema's acquisitive
nature, which introduces event risk for its standalone as well as
consolidated credit profile; (5) Moody's expectation that the
company will need to continue supporting some of its developing
assets, with the amount of such support potentially being more
sensible for Sistema than before, because of lower dividend
inflows following the loss of Bashneft; (6) Sistema's weakened
standalone liquidity cushion, with Moody's expectation that the
company will need to procure new external funding to finance
potential acquisitions or provide support to developing
subsidiaries above the currently anticipated levels, if required;
(7) Sistema's increased reliance on dividend inflows from MTS,
which will remain Sistema's principle core asset; (8) Moody's
expectation that Sistema's ability to upstream cash from its
subsidiaries, including MTS, will be limited by its intention not
to exert excessive pressure on subsidiaries' cash flows; and (9)
the increased degree of structural subordination of debt at the
holding company level to debt at its operating subsidiaries.

More positively, the rating reflects (1) the potential for
Sistema to claim the recovery of its damages from entities from
which it acquired Bashneft's shares in 2005-09 (or their
successors), although the outcome and timing are uncertain at
this stage; (2) Sistema's retained ability to benefit from
dividend distributions from MTS; (3) the company's gradual
progress in diversifying its cash generation base through
commencement of dividend distributions by its developing
subsidiaries and selected divestments of its portfolio assets;
and (4) its fairly low debt at the holding company level and
guaranteed by the holding company, which Moody's estimates at
around 22% of total consolidated debt as of September 2014 (pro
forma for the Bashneft withdrawal).

Rationale For The Negative Outlook

The negative outlook reflects uncertainty over the potential
further claims, or other implications of the continuing
investigation of Bashneft's privatization by the Investigative
Committee of the Russian Federation for Sistema's business and
financial profile.

What Could Change The Ratings Up/Down

Upward pressure on Sistema's ratings is unlikely at present,
given the negative outlook. Moody's could change the outlook to
stable or consider an upgrade of Sistema's ratings if there were
no further claims on Sistema following the Bashneft withdrawal,
and other potential implications of the continuing investigation
of the Bashneft privatization were to have no or limited impact
on the company's business and financial profile. Should Sistema
succeed in recovering its damages from entities from which it
acquired Bashneft's shares in 2005-09 (or their succesors),
Moody's would assess the effect accordingly.

Moody's could downgrade Sistema's ratings if the company was
charged with material financial claims related to the return of
Bashneft's shares to state ownership, or there were to be any
further material impact on Sistema's business and financial
profile as a result of the continuing investigation. In addition,
Moody's could downgrade Sistema's ratings if there is a material
deterioration in the company's standalone liquidity or
consolidated financial metrics, or in the credit profile of its
core subsidiary. Moody's would separately assess the credit
implications of any sizable M&A and investment initiatives should
those materially change the business mix and/or exert pressure on
Sistema's financial metrics.

Principal Methodology

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.

Sistema is one of Russia's largest public conglomerates. After
returning Bashneft shares to state ownership, Sistema will retain
telecoms, technology, banking, media, retail, transportation and
other businesses. The founder of the company, Mr. Vladimir
Evtushenkov, holds 64.18% of Sistema's common shares. The
remainder is held by minority shareholders and is in free float.
In 2013, Sistema generated consolidated revenue of US$35.9
billion and EBITDA of US$9.8 billion (Moody's-adjusted).



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


BBVA RMBS 14: Moody's Assigns '(P)Ba2' Rating to Serie B Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to two
classes of notes to be issued by BBVA RMBS 14 Fondo de
Titulizacion de Activos:

EUR637M Serie A Notes, Assigned (P)A1 (sf)

EUR63M Serie B Notes, Assigned (P)Ba2 (sf)

The transaction is a securitization of Spanish prime mortgage
loans originated by Banco Bilbao Vizcaya Argentaria S.A. ("BBVA")
(Baa2 / P-2) (97.2% of the pool) and UNNIM (NR) (2.8% of the
pool) to obligors located in Spain. BBVA will service all loans
as a result of the acquisition of UNNIM. The assets being
securitized are all backed by VPO properties. VPO properties are
residential properties that are offered at a lower price than the
market value as a result of various forms of government aid.

The rating addresses the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal for the Series A and B notes by the legal
final maturity. Moody's ratings only address the credit risk
associated with the transaction. Other non credit risks have not
been addressed, but may have a significant effect on yield to
investors.

Moody's issues provisional ratings in advance of the final sale
of securities, but these ratings only represent Moody's
preliminary credit opinion. Upon a conclusive review of the
transaction and associated documentation, Moody's will endeavor
to assign definitive ratings to the Notes. A definitive rating
may differ from a provisional rating. Moody's will disseminate
the assignment of any definitive ratings through its Client
Service Desk. Moody's will monitor this transaction on an ongoing
basis. For updated monitoring information, please contact
monitor.rmbs@moodys.com.

Ratings Rationale

BBVA RMBS 14 FTA is a securitization of loans granted by Banco
Bilbao Vizcaya Argentaria S.A. (BBVA) and UNNIM to Spanish
individuals. BBVA is acting as Servicer of the loans while
Europea de Titulizacion S.G.F.T., S.A. is the Management Company
("Gestora").

The ratings of the notes take into account the credit quality of
the underlying mortgage loan pool, from which Moody's determined
the MILAN Credit Enhancement and the portfolio expected loss.

The key drivers for the portfolio expected loss of 1.6% are (i)
benchmarking with comparable transactions in the Spanish market
via analysis of book data provided by the seller and (ii) Moody's
outlook on Spanish RMBS in combination with historic recovery
data of foreclosures received from the seller.

The key drivers for the 10% MILAN Credit Enhancement number,
which is in line with other RMBS transactions, are (i) relatively
good WA current LTV (67.9% based on original valuations); (ii) no
HLTV Loans in the pool (based on the original valuation); (iii)
good seasoning of 4.9 years; (iv) high proportion of low income
borrowers which Moody's believes entails more exposure to
default.

According to Moody's, the deal has the following credit
strengths: (i) sequential amortization of the notes (ii) a
reserve fund fully funded upfront equal to 5% of the Serie A and
B notes to cover potential shortfall in interest and principal.
The reserve fund may amortize if certain conditions are met.

The portfolio mainly contains floating-rate loans linked to 12-
month EURIBOR and Indices de Referencia de Prestamos
Hipotecarios, conjunto entidades de credito (IRPH), and most of
them reset annually; whereas the notes are linked to three-month
EURIBOR and reset quarterly. There is no interest rate swap in
place to cover this interest rate risk. Moody's takes into
account the potential interest rate exposure as part of its
analysis when determining the ratings of the notes.

Stress Scenarios:

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed.

The analysis assumes that the deal has not aged and is not
intended to measure how the rating of the security might migrate
over time, but rather how the initial rating of the security
might have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

At the time the rating was assigned, the model output indicated
that the Serie A notes would have achieved an A1 even if the
expected loss was as high as 2.4% and the MILAN CE was 10% and
all other factors were constant.

The principal methodology used in this rating was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2014.

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

Factors that may lead to an upgrade of the rating include a
significantly better than expected performance of the pool,
together with an increase in credit enhancement for the notes.

Factors that may cause a downgrade of the rating include
significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from Moody's central scenario forecast or
idiosyncratic performance factors would lead to rating actions.
Finally, a change in Spain's sovereign risk may also result in
subsequent upgrade or downgrade of the notes.


OBRASCON HUARTE: Moody's Lowers CFR to 'B1'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the
corporate family rating (CFR) and senior unsecured debt ratings
of Obrascon Huarte Lain S.A. (OHL). Concurrently, Moody's has
downgraded to B1-PD from Ba3-PD OHL's probability of default
rating (PDR). The outlook on the ratings is negative.

"The downgrade primarily reflects OHL's weak operating
performance and sustained negative cash flow generation, which is
leading to higher-than-expected leverage. While the company has
recently sold part of its equity stakes in Abertis and OHL Mexico
in order to reduce debt, gross recourse leverage will remain weak
with no prospects of recovery in the short term to levels
commensurate with the previous Ba3 rating category," says Iv n
Palacios, a Moody's Vice President -- Senior Credit Officer and
lead analyst for OHL. "The downgrade also factors in the
company's aggressive financial policies with extensive use of
margin loans and its weak liquidity profile, despite the large
value embedded in its equity stakes in Abertis and OHL Mexico.
Moody's also note the weakened credit profile of Grupo Villar
Mir, OHL's controlling shareholder."

Ratings Rationale

The action reflects the weakening in OHL's operating performance
in 2014, which has led to an increase in recourse and
consolidated leverage. The profitability of OHL's construction
activities has fallen given the reduction in high margin
projects, while the initial phases of some of its new contracts
have lower margins. In addition, the construction business is
still showing significant working capital consumption, as delays
in the start or execution of some of the large international
construction projects awarded in 2011 and 2012 are postponing the
expected cash inflows from these contracts.

Gross recourse leverage (defined as Gross recourse debt to
recourse EBITDA) for the last 12 months ended September 2014
stood at 8.7x, well above the ratio guidance for OHL's existing
Ba3 rating category (between 4x and 5x). OHL's management is
taking measures to reduce debt, such as the sales of a 5% equity
stake in Abertis Infraestructuras, S.A. (Abertis) for EUR705
million and a 7.5% stake in OHL Mexico S.A.B de C.V. (OHL Mexico)
for EUR231 million. However, Moody's expects that OHL's gross
recourse leverage will remain higher than 5x by year-end 2014,
even after factoring the debt reduction associated with these
disposals.

In addition, OHL's concessions business currently generates
little cash and requires substantial investments for new
projects, which will translate into increased debt. Despite the
increase in reported EBITDA, a material component of it is non-
cash due to the guaranteed returns mechanism in some of OHL's
Mexican concessions. As a result, consolidated net adjusted debt
to cash-EBITDA has weakened materially over the past couple of
years, from 8x in FY 2012 to around 14x as of Q3 2014. Given that
the concessions business generates little cash flow after
interest payments, Moody's expects that OHL will continue to have
to raise debt to fund the pipeline of new concessions that it has
secured in 2014, including five new toll motorways in Mexico,
Chile and Colombia.

The rating continues to be supported by the value of equity
stakes in Abertis (13.93%) and OHL Mexico (56.14%). The net asset
value of these stakes, after deducting the associated debt of
EUR1.7 billion is around EUR2.3 billion, which represents 1.6x
the company's gross recourse debt of around EUR1.4 billion as of
September 2014 (proforma for the disposal of the 5% stake in
Abertis and the 7.5% stake in OHL Mexico). The value of these
stakes provides OHL with financial flexibility to support the
deleveraging of the recourse activities if required. However,
after the recent transactions, the amount of unencumbered shares
in these companies will be very small.

Moody's notes that OHL is making extensive use of margin loans
backed by these equity stakes. Margin loans reduce the durability
of its debt funding and limit the flexibility to sell the shares
in a stress situation. In addition, reduced headroom under the
loan-to-value (LTV) covenant in the event of an unexpected
decline in share price may put pressure on OHL's liquidity if
there is a margin call and the company has to provide additional
collateral.

OHL's liquidity profile is weak because of the lack of long-term
back-up facilities, and continues to be dependent on successful
asset rotation and the renewal of short-term credit facilities.
The liquidity buffer is small to accommodate potential margins
calls, especially taking into account the large seasonal working
capital swings of the construction business.

Moody's also notes that the weakening credit profile of OHL's
controlling shareholder, Grupo Villar Mir (GVM), represents an
overhang for the company. Leverage at GVM has increased over the
past 12 months due to strategic acquisitions and reduced
earnings, and it will further increase with the debt-financed
acquisition of a 5% equity stake in Abertis from OHL. GVM also
makes extensive use of margin loans backed by OHL's shares. OHL
has historically been run as a standalone business, with GVM's
credit quality not viewed as a constraint. However, a
deterioration in the credit quality of its ultimate parent gives
rise to the risk that this may change in the future, although
Moody's notes that OHL's bond documentation includes limitations
on dividends to shareholders.

Rationale for Negative Outlook

The negative outlook reflects the lack of visibility as to when
OHL's cash flow generation will start to improve with the
contribution from the new international construction contracts
and increased contribution from existing concessions. It also
reflects the continued weakness of OHL's credit metrics for the
B1 rating category, while its liquidity profile could be exposed
to margin calls if the share prices of Abertis and/or OHL Mexico
drop.

What Could Change the Rating DOWN/UP

Moody's could downgrade the B1 rating if OHL's credit metrics do
not improve such that the company's gross recourse debt/recourse
EBITDA remains above 5.5x and it fails to be on a path to return
to positive free cash flow generation on a consolidated basis.
The rating could also come under downward pressure if the LTV
ratio of OHL's equity stakes in Abertis and/or OHL Mexico
approaches 50% and margin calls are triggered, unless the company
materially strengthens its liquidity profile to mitigate this
concern.

Moody's does not currently anticipate upward rating pressure in
light of the negative outlook. However, the rating agency could
change the outlook on the ratings to stable if OHL's credit
metrics improve on a sustainable basis such that gross recourse
debt/recourse EBITDA stays on a sustained basis in the 4.5x to
5.5x range. A change in outlook to stable would also require an
expectation of positive free cash flow generation and a solid
liquidity profile.

Principal Methodologies

The principal methodology used in this rating was Global
Construction Methodology published in November 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Madrid, OHL is one of Spain's leading
construction companies and one of the world's largest concessions
operators, with a large concessions business in Mexico and a
13.9% equity stake in Spanish infrastructure operator Abertis. In
2013, OHL reported sales of EUR3.7 billion and EBITDA of EUR1.2
billion.



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


CARNUNTUM HIGH: S&P Raises Ratings on 2 Note Classes to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Carnuntum High Grade I Ltd.'s class A1, A2, A3, B, C, D, and E
notes.  At the same time, S&P has affirmed its rating on the
class C combination (Combo) notes.

The rating actions follow S&P's analysis of the transaction using
data from the Sept. 15, 2014 trustee report, and the application
of its relevant criteria.

The transaction's post-reinvestment period began in June 2012.
The class A1 notes have amortized by about EUR130.8 million since
S&P's previous review on Aug. 20, 2012.  From S&P's analysis, it
observed that the aggregate collateral amount has decreased by
EUR122.5 million, which is less than the reduction in the
liabilities.  This is partly due to the build-up of par value
through the manager's purchase of obligations at a discount.
These developments have increased the available credit
enhancement for all of the classes of notes.

The performing portfolio's credit quality has remained stable
since S&P's previous review.  At the same time, the proportion of
assets that S&P considers to be defaulted (rated 'CC', 'C', 'SD'
[selective default], or 'D') has increased to 1.46% from 0.04% of
the portfolio balance, excluding cash.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents our estimate of the maximum level of
gross defaults, based on our stress assumptions, that a tranche
can withstand and still pay interest and fully repay principal to
the noteholders.  We gave credit to an aggregate collateral
amount of EUR930.8 million, used the reported weighted-average
spread of 0.58%, and the weighted-average recovery rates
calculated in accordance with our 2012 criteria for
collateralized debt obligations (CDOs) of pooled structured
finance assets.  We applied various cash flow stresses using our
standard default patterns and timings for each rating category
assumed for each class of notes," S&P said.

S&P's analysis indicates that the available credit enhancement
for the class A1, A2, A3, B, C, D, and E notes in this
transaction is commensurate with higher ratings than currently
assigned.  S&P has therefore raised its ratings on these classes
of notes.

The class C Combo notes comprise the rated class A2, C, and E
notes.  Payments due on the class C Combo notes represent
payments due on each of the three underlying components.  As a
result, S&P has weak-linked its rating on the class C Combo notes
to the lowest rated tranche of the three components--i.e., its
'BB (sf)' rating on the class E notes.  S&P has therefore
affirmed its 'BB (sf)' rating on the class C Combo notes.

Carnuntum High Grade I is a cash flow structured finance CDO of
asset-backed securities.  The transaction closed in March 2007
and is managed by M&G Investment Management Ltd.

RATINGS LIST

Class        Rating              Rating
             To                  From

Carnuntum High Grade I Ltd.
EUR1.03 Billion Floating-Rate Notes

Ratings Raised

A1           A- (sf)             BBB+ (sf)
A2           BBB+ (sf)           BBB (sf)
A3           BBB- (sf)           BB+ (sf)
B            BB+ (sf)            BB (sf)
C            BB+ (sf)            B+ (sf)
D            BB (sf)             B+ (sf)
E            BB (sf)             B (sf)

Rating Affirmed

C Combo      BB (sf)


CONSOLIDATED MINERALS: Moody's Reviews 'B3' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed all the ratings of
Consolidated Minerals Limited ('Consmin') on review for
downgrade, following the company's announcement of quarterly
results well below the rating agency expectations, as well as
cautionary guidance provided by management regarding possible
lengthy times to (i) complete new offtake agreements replacing
the one terminated last August with its largest customer for
Ghana ore, Tianyuan Manganese Industry Ltd. (TMI, unrated), and
(ii) recover $50 million under an existing standby letter of
credit upon the occurrence of a non performance event by TMI.

"The review for downgrade reflects Moody's concerns regarding the
potentially higher than initially anticipated negative
consequences for Consmin of the abrupt termination of the offtake
agreement with TMI in August 2014," says Gianmarco Migliavacca, a
Moody's Vice President -- Senior Credit Officer and lead analyst
for Consmin. "Difficulties the company may face for a prompt
reallocation of sales from TMI to existing and new customers
create uncertainty and could materially affect Consmin's
financial profile and liquidity over the next several quarters,
if not addressed by management in a timely and efficient manner."

Ratings Rationale

The initiation of the review is ultimately driven by the
possibility that any material delay or difficulty encountered by
management to replace TMI, a large customer which accounted for
approximately 70% of the volumes from Consmin's Ghanaian mine and
for 25% of its annual consolidated revenues, may have adverse
consequences on the financial performance of the issuer, leading
to credit metrics and liquidity no longer commensurate with the
current rating.

Moody's acknowledges that actions recently taken by management to
scale back production at the mine in Ghana and cut labor costs
while marketing efforts are ongoing is timely and will allow to
partially mitigate the negative impact of materially lower
volumes on the overall profitability of the company in the near
term. However, Moody's believe that this is unlikely to be
sufficient to prevent a further deterioration in the cash flow
generation and credit metrics of the company in 2015, after
Moody's have already revised down Moody's full year forecasts for
2014 following weaker than anticipated results in Q3. The extent
of any further deterioration will depend on several factors,
particularly the timing of possible new contracts for the
Ghanaian ore, management's ability to keep costs under control
and limit capex to preserve liquidity, and the level of manganese
prices, which have fallen so far this year compared to the same
period last year, but are currently showing some sign of
stabilization.

The review will focus on the potential impact of the termination
of the TMI offtake agreement on 2015 performance, and will
incorporate Moody's assessment of the various mitigating actions
management has started to implement or intends to consider in the
coming months to mitigate financial risks.

It is anticipated the review will last a few months and will be
closed in early 2015. Moody's expects any downgrade potentially
resulting from the completion of the review to be limited to one
notch.

Positive rating pressure is unlikely, however upward movement
could be considered over time if (1) manganese prices and demand
fundamentals improve over a sustained period; and (2) the
company's overall cash cost position remains at the more
competitive level achieved in 2013, and this translates into
sustained positive free cash flow generation and (CFO minus
dividends)/debt exceeding 30% on a sustained basis.

Negative pressure could be triggered by (1) a material weakening
in the company's liquidity profile; (2) a deterioration in the
company's operating cash flow generation, or materially higher-
than-anticipated capex requirements leading to sustained negative
free cash flows; (3) a (CFO minus dividends)/debt falling to the
low teens; and (4) the adoption of a more aggressive financial
policy, evidenced by significant shareholder distributions which
lead to increasing leverage and materially reduce the financial
flexibility of the company.

Affected Ratings

Consolidated Minerals Ltd

  Corporate family rating -- B3 on review for downgrade from B3

  Probability of default rating -- B3-PD on review for downgrade
  from B3-PD

  $400 million of 8% senior secured notes due 2020 -- B3 on
  review for downgrade from (P)B3

  Outlook, ratings under review from Stable

Principal Methodologies

The principal methodology used in this rating was Global Mining
Industry published in August 2014. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Jersey, Channel Islands, Consmin is a leading
producer of manganese ore. Mining operations are carried out from
Australia (Woodie Woodie mine) and from Ghana (Nsuta mine).
Consmin is wholly owned by Gennady Bogolyubov, a Ukrainian
citizen. In 2013, Consmin reported sales of USD688 million.


INFINIS PLC: Fitch Affirms 'BB-' Long-Term IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed UK landfill gas (LFG) electricity
generator Infinis plc's Long-term Issuer Default Rating (IDR) at
'BB-' with a Stable Outlook.  Fitch has also affirmed the 'BB-'
instrument rating on Infinis's GBP350m senior notes due February
2019.

The affirmation is supported by Fitch's expectations of stable
positive free cash flow, supported by an increasing average
selling price (ASP) per MWh, driven by an increasing proportion
of revenue qualifying for the attractive renewable obligation
(RO) incentive scheme, as lower-priced non-fossil fuel obligation
(NFFO) contracts expire.  The increasing ASP mitigates falling
recoverable LFG until 2018 as gas output at existing extraction
sites is depleted, as well as Infinis's limited size and
diversification.

KEY RATING DRIVERS

Attractive UK Renewable Schemes

An increasing proportion of Infinis's revenue benefits from the
RO incentive scheme, as the NFFO contracts expire for older
sites. The RO regime ASP is substantially higher than the
weighted average NFFO ASP.  The RO ASP includes the wholesale
power price whereas the NFFO ASP is a fixed price.  Electricity
generation under the RO scheme is forecast to represent 98% of
output by fiscal year (FY) 2019, from 72% of output in FY2012.
The UK government has confirmed its commitment to grandfathering
existing incentive regimes for accredited installations and they
will continue to benefit from the same level of support.  RO
certificate prices are underpinned by the raising of minimum
required number of RO certificates to 29% of electricity demand
by 2016.

Declining Recoverable LFG

Fitch expects total gas output for the portfolio of landfill
sites to show gradual continuous decline.  Infinis has a solid
track record in estimating production and extracting maximum
yield -- generating output for the three months to September 30,
2014 showed a decline of only 0.4% compared with the same period
in 2013, somewhat better than our assumption of a 4% degradation
for the year.  While reliance on a single fuel source is a
weakness, Infinis benefits by being diversified geographically
across the UK with a base-load generation profile providing a
higher load factor and greater output certainty than wind and
solar power.

Increasing Wholesale Price Exposure

About 50% of Infinis's revenues are exposed to wholesale price
risk under the RO scheme, which could lead to price volatility
and have a significant impact on Infinis's cash flows and the
rating, considering the projected gradual declines in LFG
extraction. Forward electricity prices for 2014 and beyond are
lower than during 2013, which may offset rises in the ASP through
NFFO contracts converting into RO contracts.  Infinis enters
forward contracts to sell its output and predominantly contracted
a few months forward.  Fitch expects the power price to remain
close to GBP50 per MWh until 2016.

Refinancing Risk in 2019

Given the continued likely decline in recoverable LFG, Fitch
expects the company to refinance its bond with a smaller debt
issuance, sized at about 2.5x EBITDA and cash.  The repayment of
the existing bond will be reliant on Infinis maintaining adequate
cash levels in the structure if EBITDA is lower than expected,
aided by the dividend lock-up covenants.  Fitch estimates the
recoverable LFG estimates will be about half of current levels by
2024, which Fitch believes will be sufficient to enable bond
refinancing in 2019, if wholesale electricity prices do not
decline significantly.  Fitch forecasts FFO net adjusted leverage
at bond maturity in 2019 will be approximately 3x, better than
the 4.1x following the 2013 refinancing.

Standalone Rating

In Fitch's opinion, the bond indenture largely insulates Infinis
from its parent, Infinis Energy Holding Limited (IEHL), and its
planned investments in additional wind assets.  Nonetheless, the
bond indenture permits potentially significant cash leakage from
Infinis in the form of dividends and other permitted payments and
investment.  However, these restricted payment provisions are
relatively standard and reflect the profitability and forecast
strong free cash flow (FCF) of Infinis prior to dividends rather
than a structural weakness in the bond documentation.  Infinis
plc and IEHL are both 100% ultimately owned by Infinis Energy
plc.

Solid EBITDA per MWh

Infinis's margin of approximately GBP45/MWh in FY2014 compares
favorably with fossil fuelled generators given the generous RO
scheme, the benefits of being an embedded distributor and
relatively low variable royalty payments for fuel.  Margin per
MWh is projected to increase mainly due to the conversion to RO
contracts until 2018 and some cost-saving initiatives implemented
in 2013, offsetting the increasing cost per MWh as production
yields decline.  Combined with low capital expenditure
requirement, Fitch expects Infinis to generate strong FCF,
tempered by dividend payments.

Debt Structure and Liquidity

Fitch forecasts Infinis's liquidity to be strong given its
expectations of solid FCF generation.  However, cash balances are
ultimately limited, as once net debt to EBITDA leverage
incurrence tests are passed, dividends would likely increase in
line with permitted payments in the bond indenture.  There is no
uplift from the IDR for the senior notes, reflecting average
expected recoveries as the asset concentration results in
potentially greater-than-average volatility in LFG valuations and
Infinis's position as an independent and merchant power provider
with limited retail hedges.

RATING SENSITIVITIES

Positive: Positive rating action is unlikely in the medium term
given the slow net de-leveraging, potential for increased
dividends and permitted investments with affiliates and the
bullet refinancing risk.

Negative: Future developments that could lead to negative rating
action include:

   -- Recoverable LFG depletion faster than Fitch currently
      assumes or wholesale prices substantially lower than the
      forward curve so that FFO net adjusted leverage is
      sustainably above 4x and FFO interest cover sustainably
      below 2.5x.

   -- FFO net adjusted leverage greater than 3.0x at year end
      March 31, 2018, reflecting inadequate cash build up to
      offset refinancing risk.


ROYAL BANK OF SCOTLAND: Bond Program No Impact on Moody' D+ BFSR
----------------------------------------------------------------
Moody's Investors Service has said that the amendments proposed
by Royal Bank of Scotland plc (RBS, senior unsecured Baa1
negative, standalone bank financial strength rating D+ negative;
adjusted baseline credit assessment ba1) in relation to RBS's
covered bond program would not, in and of themselves and at this
time, result in the downgrade or withdrawal of the ratings
assigned to the bonds issued under that program.

The amendments were initially proposed in July 2014 but not
approved by noteholders. Consequently, RBS has revisited two of
the six amendments as detailed in Moody's press release dated 29
July 2014, while the other remaining amendments have not changed.

Out of the six proposals detailed in the July 2014 press release,
the two proposals that have changed are (1) the proposal to amend
the trigger for perfection of the mortgage loans has been removed
and (2) RBS has amended its proposal regarding the appointment of
a back up servicer and cash manager by (a) placing a 60 day
deadline on the appointment of a back up servicer and cash
manager, following RBS's downgrade below Baa3; and (b) adding a
requirement that, following RBS's downgrade below Ba2, the back-
up cash manager will take over within 30 days, and the back-up
servicer will take over within 60 days.

The amended servicing and cash management proposals are
strengthened from the equivalent July proposals, which were
simply to use "reasonable" efforts to make back-up appointments
upon loss of Baa3. In addition to adding timing requirements, RBS
also specified the obligation to appoint the back-ups and
facilitate their take overs of servicing/cash management to be on
a "best endeavors" basis.

The following proposed amendments that remain unchanged are (1)
the minimum rating required for the account bank would change to
A3, from Prime 1 previously; (2) the appointment of Structured
Finance Management Limited as back-up cash manager facilitator
and back-up servicer facilitator; (3) under the interest rate
swaps with RBS as swap counterparty, the collateral trigger will
be A3, the transfer trigger will be Baa3 and the collateral
formula has been amended; (4) under the covered bond swaps
entered into with RBS as swap counterparty, the collateral
trigger will be A3, the transfer trigger will be Baa1 (assuming
RBS remains the swap counterparty) and the collateral formula has
been amended in order to provide for a higher amount of
collateral to be posted.

Moody's has determined that the amendments, in and of themselves
and at this time, will not result in the downgrade or withdrawal
of the ratings assigned to the bonds issued under the program.
Moody's opinion addresses only the credit impact associated with
the proposed amendments, and Moody's is not expressing any
opinion as to whether the amendments have, or could have, other
non-credit related effects that may have a detrimental impact on
the interests of bondholders and/or counterparties.



===============
X X X X X X X X
===============


* BOOK REVIEW: Landmarks in Medicine
------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher: Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy today at http://bit.ly/1sTKOm6

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins
University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to
a general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks
in Medicine" focus on the human-interest side of medicine rather
than the scientific or technological. Even the two with titles
which seem to suggest concern with technical aspects of medicine
show when read to take up the human-interest nature of these
topics. "The Meaning of Medical Research", by Dr. Alfred E. Cohn
of the Rockefeller Institute for Medical Research, is not so much
about methods, techniques, and equipment of medical research, but
is mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The
meaning of medical research must regard these various social and
personal aspects," Cohn writes. In this essay, the doctor does
answer the questions of what is studied in medical research and
how it is studied. And he answers the related question of who
does the research. But his discussion of these questions leads to
the final and most significant question "for what reason does the
study take place?" His answer is "to understand the mechanisms at
play and to be concerned with their alleviation and cure." By
"mechanisms," Cohn means the natural--i. e., biological--causes
of disease and illness. The lay person may take it for granted
that medical research is always principally concerned with
finding cures for medical problems. But as Cohn goes into in part
of his lecture, competition for government grants or professional
or public notoriety, the lure of novel experimentation, or
research mainly to justify a university or government agency can,
and often do, distract medical researchers and their associates
from what Cohn specifies should be the constant purpose of
medical research. Such purpose gives medicine meaning to
humankind.

The second lecture with a title sounding as if it might be about
a technical feature of medicine, "X-ray Within the Memory of
Man," is a historical perspective on the beginnings of the use of
x-ray in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure
scientist" who discovered x-rays almost by accident and at first
resented the application of his discovery to practical uses such
as medical diagnosis. Edison, the prodigious inventor who was
interested only in the practical application of scientific
discoveries, and his co-worker Clarence Dally enthusiastically
investigated the practical possibilities of the discoveries in
the new field of radiation. Dally became so committed to his work
in this field that he shortly developed an illness and died. At
the time, no on knew about the dangers of prolonged exposure to
x-rays. But sensing some connection between his co-worker's
untimely death and his work with x-rays, Edison stopped his own
investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones.
Cole writes in such a way that the reader feels she or he is
right with him in the steps he makes in improving the use of x-
rays. He adds drama and human interest to the origins of this
important medical technology. The lecture "Dr. Watson and Mr.
Sherlock Holmes" uses the popular mystery stories of Arthur Conan
Doyle to explore the role of medicine in solving crimes,
particularly murder. In some cases, medical tests are required to
figure out if a crime was even committed. This lecture in
particular demonstrates the fundamental role played by medicine
in nearly all major areas of society throughout history. The
seven collected lectures have broad appeal. All of them are
informative and educational in an engaging way. Each is on an
always interesting topic taken up by a professional in the field
of medicine obviously skilled in communicating to the general
reader. The authors seem almost mind readers in picking out the
most fascinating aspects of their subjects which will appeal to
the lay readers who are their intended audience. While meant
mainly for lay persons, the lectures will appeal as well to
doctors, nurses, and other professionals in the field of medicine
for putting their work in a broader social context and bringing
more clearly to mind the interests, as well as the stake, of the
public in medicine.


                            *********

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.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2014.  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 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *