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

                           E U R O P E

         Wednesday, November 26, 2014, Vol. 15, No. 234

                            Headlines

A U S T R I A

HYPO ALPE-ADRIA: Faces Court Battle Over Losses


B U L G A R I A

CORPORATE COMMERCIAL: Shareholder Requests Int'l Report on Equity


F R A N C E

SOCIETE GENERALE: S&P Lowers Rating on 2014-104 Notes to 'BB+p'


G E R M A N Y

WINDREICH: Insolvency Plan Faces Delay; Sale Talks Continue


G R E E C E

GREECE: Fitch Affirms 'B' Issuer Default Rating; Outlook Stable


I R E L A N D

ALEXANDRIA CAPITAL: Fitch Affirms 'CCC' Rating on Cl. A4b Tranche
AVOCA CLO XIII: Moody's Rates EUR13MM Class F Notes '(P)B2'
AVOCA CLO XIII: Fitch Assigns 'B-(EXP)' Rating to Class F Notes
GALENA CDO II: S&P Lifts Rating on Cl. A-1U10-B Tranche to 'BB+'
IRISH BANK: Quinn Family Members Seek to Cross-Examine Liquidator


I T A L Y

LUCCHINI SPA: Term for Submission of Final Offers Expires
MANUTENCOOP FACILITY: S&P Lowers CCR to 'B'; Outlook Stable
TARANTO CITY: Fitch Affirms 'RD' Foreign & Local Currency IDRs


K A Z A K H S T A N

MANGISTAU ELECTRICITY: Fitch Affirms 'BB+ IDR; Outlook Negative


M O N T E N E G R O

RUDNICI BOKSITA: Two Bids Fail to Meet Tender Requirements


N E T H E R L A N D S

CONISTON CLO: Moody's Lifts Rating on Class F Notes to 'Caa1'
LEVERAGED FINANCE III: Moody's Affirms Caa3 Rating on 2 Notes
NXP BV: Moody's Lifts Corp. Family Rating to Ba3; Outlook Stable
NXP SEMICONDUCTORS: S&P Rates US$1BB Cash Convertible Notes 'BB-'
SCEPTRE CAPITAL 2006-5: S&P Raises Rating on Repack Notes to 'B+'

SOUND II BV: Fitch Affirms 'BBsf' Rating on Class B Notes


N O R W A Y

ALBAIN MIDCO: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable


P O R T U G A L

ECONOMICA MONTEPIO: Fitch Affirms 'BB' LT Issuer Default Rating


R U S S I A

GLOBALTRANS INVESTMENT: Fitch Affirms 'BB' IDR; Outlook Stable
KURSK REGION: Fitch Affirms 'BB+' IDR; Outlook Stable
NEW FORWARDING: Fitch Rates Proposed Notes 'BB(EXP)'
SOVCOMFLOT: Fitch Revises Outlook to Stable & Affirms 'BB-' IDR
STAVROPOL REGION: Fitch Affirms 'BB' IDR; Outlook Stable

TVER REGION: Fitch Raises IDR to 'B+'; Outlook Positive


S P A I N

ABENGOA SA: Moody's Affirms 'B2' Corporate Family Rating
IBERCAJA BANCO: Fitch Revises Outlook to Pos. & Affirms 'BB+' IDR
NOVO BANCO: Moody's Extends 'B3' Debt Rating Downgrade Review
PYMES SANTANDER 10: Moody's Rates EUR76MM Serie C Notes '(P)Ca'


S W I T Z E R L A N D

SCHMOLZ + BICKENBACH: Moody's Raises Corp. Family Rating to 'B2'


T U R K E Y

VAKIFLAR BANKASI: Fitch Affirms 'BB+' Subordinated Debt Rating


U K R A I N E

UKRAINE MORTGAGE 1: Moody's Hikes Rating on Class B Notes to 'B1'


U N I T E D   K I N G D O M

DECO 2005-UK CONDUIT: Fitch Affirms D Rating on Class D & E Notes


                            *********


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


HYPO ALPE-ADRIA: Faces Court Battle Over Losses
-----------------------------------------------
Boris Groendahl and Karin Matussek at Bloomberg News report that
state banks on both sides of the German-Austrian border face off
this week in the latest court battle over who should bear losses
from the failure of Hypo Alpe-Adria-Bank International AG.

The Munich Regional Court was scheduled to hear its first
witnesses on Nov. 25 in a lawsuit brought by Bayerische
Landesbank against its former Austrian subsidiary, Bloomberg
relays.  At issue is Hypo Alpe's refusal to repay EUR2.4 billion
(US$2.98 billion) in loans from BayernLB after it was
nationalized in 2009, Bloomberg discloses.

Hypo Alpe, renamed Heta Asset Resolution AG earlier this month,
continues to keep courts busy in Germany, Austria and the former
Yugoslavia five years after it came close to collapse, Bloomberg
notes.  This week's testimonies, as well as hints by judges about
the outcome of the case, may serve as a test for their
willingness to start negotiations to settle this and other
outstanding disputes out of court, Bloomberg states.

The defunct Austrian bank contends that it was under-capitalized
from 2007 to 2009 and that Munich-based BayernLB hid that fact
from supervisors and investors, Bloomberg relays.  As a result,
it says, the loans should be treated like equity and used to
cover losses, according to Bloomberg.  BayernLB, owned by the
German state of Bavaria, rejects the allegations, saying Hypo
Alpe's accounts were accurate under its ownership and that it
recapitalized the lender several times, Bloomberg relates.

Scheduled to testify about what BayernLB knew are 15 employees
and managers who worked at both banks, including former BayernLB
chief executive officers Werner Schmidt and Michael Kemmer,
Bloomberg discloses.  All witnesses were called on behalf of Hypo
Alpe, which was told by the court that it needs to prove BayernLB
knew at the time that Hypo was lacking capital, Bloomberg notes.

According to Bloomberg, Presiding Judge Gesa Lutz told Hypo
Alpe's lawyers at the beginning of the hearing on Nov. 25 that
the court will stick to its view that the stricken bank's capital
structure should be viewed in light of the published numbers.
Judge Lutz, as cited by Bloomberg, said Hypo Alpe must show that
BayernLB knew that the figures weren't in line with reality.

                      About Hypo Alpe-Adria

Hypo Alpe-Adria International AG is a subsidiary of BayernLB.  It
is active in banking and leasing.  In banking, HGAA serves both
corporate and retail customers and offers services ranging from
traditional lending through savings and deposits to complex
investment products and asset management services.

Hypo Alpe received EUR1.75 billion in aid in emergency
capital from the Austrian government.  European Union Competition
Commissioner Joaquin Almunia said in March 2013 that Hypo Alpe
faced possible closure for failing to adequately restructure.
The European Commission approved Hypo's recapitalization in
December 2013, but made it conditional on the management
presenting a thorough plan to overhaul the group.  The Austrian
finance ministry, which effectively runs Hypo Alpe, submitted a
restructuring plan to the Commission on Feb. 5, 2013.  On Sept.
3, 2013, the Commission cleared Hypo Alpe's restructuring plan,
which includes the sale of the bank's Austrian unit and Balkans
banking network and the winding-down of non-viable parts.  It
also approved additional aid to wind down the bank.



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


CORPORATE COMMERCIAL: Shareholder Requests Int'l Report on Equity
-----------------------------------------------------------------
Novinite.com reports that lawyers of Bromak, the major
shareholder at Corporate Commercial Bank (KTB), said on Monday
that the company is to request an international report on whether
the bank's capital is a negative equity.

Comments from Menko Menkov and Tervel Georgiev followed a
decision of the Sofia City Court to halt the insolvency
proceedings started by the Bulgarian National Bank, Novinite.com
notes.

The court cited last week's appeal lodged by Bromak, owned by
Tsvetan Vasilev, against the KTB proceedings, Novinite.com
relays.

According to Novinite.com, lawyers suggest the KTB case is to
continue after the Supreme Court of Administration has had
rulings on all appeals submitted so far, a process which could
last "a long time".

Menko Menkov added that a team of "20 lawyers" had worked around
the clock "for more than two weeks" on the appeal which was
submitted last week, Novinite.com relates.

In his words, the bank was "in an exceptionally good financial
state as of June 20, 2014", when it was placed under special
supervision, Novinite.com notes.

According to Novinite.com, Mr. Menkov described KTB's Supervisory
Board as "incompetent" and the decision to scrap the bank's
license announced Nov. 6 as "lawless".

The BNB cited Corpbank's capital becoming a "negative equity" as
a reason to revoke its license, referring to what it and the
auditing companies describe as a BGN3.74 billion gap,
Novinite.com discloses.

               About Corporate Commercial Bank AD

Corporate Commercial Bank AD is the fourth largest bank in
Bulgaria in terms of assets, third in terms of net profit, and
first in terms of deposit growth.

Bulgaria's central bank placed Corpbank under its administration
and suspended shareholders' rights in June 2014 after a run
drained the bank of cash to meet client demands.



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


SOCIETE GENERALE: S&P Lowers Rating on 2014-104 Notes to 'BB+p'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'BB+p' from 'BBB-p'
its credit rating on Societe Generale's series 2014-104 notes.

The downgrade follows S&P's Nov. 3, 2014 lowering of its long-
term corporate credit rating on Avon Products Inc. to 'BB+' from
'BBB-'.

Under S&P's criteria for rating repackaged securities, it weak-
link its rating on Societe Generale's series 2014-104 notes to
the lowest of its long-term rating on:

   -- Societe Generale as the issuer;
   -- Societe Generale, New York Branch as the guarantor; and
   -- Avon Products as the reference entity.

Following S&P's recent downgrade of Avon Products, it is now the
lowest-rated entity of the three.  Therefore, in line with S&P's
weak-link approach, it has lowered to 'BB+p' from 'BBB-p' its
rating on Societe Generale's series 2014-104 notes.

Series 2014-104 comprises US$1.55 million callable credit-linked
non-principal protected notes issued under Societe Generale's
US$6.0 billion medium-term note program.



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


WINDREICH: Insolvency Plan Faces Delay; Sale Talks Continue
-----------------------------------------------------------
Renews reports that Willi Balz's insolvency plan for Windreich
has been delayed until January due to what the company boss
called "the complexity of our projects".

The new plan will be based on a request for a prolongation of
payments, Mr. Balz, as cited by Renews, said, adding: "Our goal
is to fully satisfy creditors."  He said negotiations with
potential buyers of Windreich projects such as MEG 1 continue,
Renews notes.

Volker Grub from Stuttgart-based law firm Grub Brugger has been
drafting an insolvency plan for Windreich on behalf of Mr. Balz
for the past few weeks, Renews discloses.

Meanwhile, a local court in Esslingen, Germany, initiated
personal insolvency proceedings against Mr. Balz, Renews relates.
Arndt Geiwitz will serve as insolvency administrator, Renews
says.

J Safra Sarasin Bank filed for his personal insolvency in June
because Mr. Balz acted as a guarantor for a EUR74 million Sarasin
loan to Windreich, Renews relays.

Windreich is a German offshore wind developer.



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


GREECE: Fitch Affirms 'B' Issuer Default Rating; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Greece's Long-term foreign and local
currency Issuer Default Ratings (IDRs) at 'B'.  The issue ratings
on Greece's senior unsecured foreign and local currency bonds are
also affirmed at 'B'.  The Outlooks on the Long-term IDRs are
Stable.  The Country Ceiling is affirmed at 'BB' and the Short-
term foreign currency IDR at 'B'.

KEY RATING DRIVERS

Greece's IDRs and Outlook reflect the following key rating
drivers:-

   -- The general government budget is on track to meet its 2014
      objective, underscoring a remarkable budgetary adjustment
      in recent years in the face of severe cyclical headwinds.
      The adjusted primary surplus measure used under the Troika
      program is forecast by Fitch at 1.5% of GDP this year.
      The headline deficit forecast (EDP basis) is 1.6% of GDP.
      Year-to-date outturns suggest a slight over-performance is
      possible.

   -- Fitch expects the current Troika review to be concluded by
      end-2014, but there is some risk it may slip into early
      2015.  Greece's EUR3 billion bond issue in April has
      increased its financing buffers, but market access is not
      yet reliable. Fitch assumes that medium-term financing
      remains predicated on the government staying on track with
      its official creditors.

   -- An early general election in 1Q15 is a likely scenario and
      there is a risk that the next administration would be less
      supportive of economic and fiscal reform.  The most painful
      phase of Greece's adjustment is over and the sovereign's
      funding needs are covered through 2Q15 without market or
      Troika funds.  However, achieving and maintaining the
      medium term primary surplus target of 4% relies on
      continued tight fiscal discipline and a sustained recovery
      in growth.

   -- The economy is bottoming out, with real GDP having expanded
      modestly in 9M14.  Fitch forecasts GDP growth of 0.5% in
      2014, rising to 2.5% in 2015, unchanged since Fitch's last
      review in May, although potential domestic political
      developments and a weakening growth outlook in the eurozone
      represent downside risks to these forecasts.

   -- Greece's external debt burden is very large but inexpensive
      to service due to its largely concessionary nature.  Greece
      is running a current account surplus of 1% of GDP aided by
      reduced imports, buoyant tourism receipts and a significant
      step-up in net EU transfers. Fitch considers price
      competitiveness to have been restored, although the export
      base remains narrow.

   -- Fitch's Banking System Indicator for Greece is 'b',
      indicating weak standalone creditworthiness.  The banks are
      well capitalized but their asset quality is weak.  No
      further capital injections are required as a result of the
      ECB's Comprehensive Assessment.

   -- Greece's ratings are underpinned by high income per capita
      and measures of governance (well above 'B' and 'BB'
      medians), and by official financial assistance.

RATING SENSITIVITIES

The Stable Outlook reflects Fitch's assessment that upside and
downside risks to the ratings are currently balanced.
Nonetheless, future developments that could, individually or
collectively, result in negative rating action include:

   -- A domestic political crisis, worsening relations with
      creditors, and/or backtracking on policy commitments; for
      example, an inconclusive early election, a failure to agree
      an accommodation with the Troika, or failure to meet
      primary surplus targets.

   -- A decline in nominal GDP in 2015.  This would increase the
      risk of social unrest, cause the public debt/GDP ratio to
      rise further, and widen the budget deficit.

Future developments that could, individually or collectively,
result in positive rating action include:

   -- A faster economic recovery and budgetary improvement
      supporting our baseline of a sustained primary surplus of
      4% of GDP.

   -- Sustained access to market funding at affordable rates,
      improving Greece's financing flexibility.

KEY ASSUMPTIONS

The ratings and Outlook are sensitive to a number of assumptions.

Current and future administrations continue to maintain relations
with official creditors (eg under a precautionary program).
Social stability is maintained.

Greek banks make no further material demands on the sovereign
balance sheet; EUR37 billion (20% of GDP) has been injected to
date.  If Greeks banks incur losses that are not covered by
private shareholders, this would lead to a cash call on the
government as guaranteed tax credits are converted into equity.

General government gross debt/GDP will stabilize at 178% in 2014,
subsiding gradually thereafter.  These assumptions do not factor
in any Official Sector Involvement on official loans that may be
agreed over the medium term.  The projections are sensitive to
assumptions about growth, the GDP deflator, Greece's primary
balance and the realization of privatization revenues.

Greece remains a member of the eurozone and does not seek to
impose capital controls in the face of any renewed strains on
sovereign creditworthiness.

Greece and the eurozone as a whole will avoid long-lasting
deflation, such as that experienced by Japan from the 1990s.  An
extended period of deflation, resulting in low growth in nominal
GDP would be highly damaging to public debt dynamics.



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I R E L A N D
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ALEXANDRIA CAPITAL: Fitch Affirms 'CCC' Rating on Cl. A4b Tranche
-----------------------------------------------------------------
Fitch Ratings has affirmed nine tranches of European synthetic
corporate collateralized debt obligations (CDOs).

The affirmations reflect credit enhancement levels and the stable
performance of European synthetic corporate CDOs during 2014,
which saw no new credit events triggered at the transaction
level. The transactions benefit from short remaining risk
horizons, with remaining time to maturity of less than 12 months
for all remaining tranches.

Over the last year, Clear 53A was partially unwound while Clear
53B was fully unwound. In addition, the Class A-1E of the Omega
Capital Investments plc Series 43 (Waypoint CDO) transaction was
purchased by the issuer.

The rating actions are as follows:

Alexandria Capital Series 2004-12A: KARNAK CDO

Class A2b: affirmed at 'CCCsf'; RE 0%
Class A4b: affirmed at 'CCsf'; RE 0%

Credit-Linked Enhanced Asset Repackagings (C.L.E.A.R.) Series 53
Class A: affirmed at 'CCsf'; RE 0%

Oakham Rated 2 S.A.

Series 2: affirmed at 'CCsf'; RE 15%

Omega Capital Investments plc Series 43 (Waypoint CDO)

Class A-1J: affirmed at 'BBsf'; Outlook Stable
Class B-1E: affirmed at 'Bsf'; Outlook Stable
Class B-1J: affirmed at 'Bsf'; Outlook Stable
Class C-1E: affirmed at 'Bsf'; Outlook Stable

Xelo III Plc Series 2005 (Firecrest 3)

Firecrest 3: affirmed at 'CCsf''; RE 65%


AVOCA CLO XIII: Moody's Rates EUR13MM Class F Notes '(P)B2'
-----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Avoca CLO
XIII Limited:

EUR5,000,000 Class A-1 Senior Secured Fixed Rate Notes due 2028,
Assigned (P)Aaa (sf)

EUR235,000,000 Class A-2 Senior Secured Floating Rate Notes due
2028, Assigned (P)Aaa (sf)

EUR14,000,000 Class B-1 Senior Secured Fixed Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR29,000,000 Class B-2 Senior Secured Floating Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR27,000,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2028, Assigned (P)A2 (sf)

EUR19,000,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2028, Assigned (P)Baa2 (sf)

EUR26,000,000 Class E Deferrable Junior Floating Rate Notes due
2028, Assigned (P)Ba2 (sf)

EUR13,000,000 Class F Deferrable Junior 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 noteholders 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, KKR Credit
Advisors (Ireland) ("KKR Credit Advisors"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

Avoca CLO XIII Limited is a managed cash flow CLO. At least 90%
of the portfolio must consist of senior secured loans or senior
secured bonds, and up to 10% of the portfolio may consist of
senior unsecured loans, 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.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 46 million 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.

KKR Credit Advisors will acquire and hold 50% of the outstanding
shares in the Issuer. The remaining 50% of the Issuer's
outstanding shares will be held by a charitable trust. However,
in a typical CLO transaction 100% of the Issuer's shares would be
held by a charitable trust. As a result, certain structural
mitigants have been put in place to ensure that Avoca CLO XIII
will remain bankruptcy remote from KKR Credit Advisors (for
example, covenants to maintain a majority of independent
directors in Avoca CLO XIII, prohibition on KKR Credit Advisors
from acquiring more shares in Avoca CLO XIII, covenants to
maintain that Avoca CLO XIII and KKR Credit Advisors are operated
as separate businesses, and a share charge given by KKR Credit
Advisors over its shares in the Issuer securing it's observance
of such covenants).

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. KKR Credit Advisors'
investment decisions and management of the transaction will also
affect the notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
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. As such, Moody's
encompasses the assessment of stressed scenarios.

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

Par amount: EUR400,000,000

Diversity Score: 34

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.75%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8 years.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analyses, which were important
components in determining the provisional rating assigned to the
rated notes. These sensitivity analyses include increasing the
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:

Sensitivities are:

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

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Fixed Rate Notes: 0

Class A-2 Senior Secured Floating Rate Notes: 0

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

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

Class C Deferrable Mezzanine Floating Rate Notes: -2

Class D Deferrable Mezzanine Floating Rate Notes: -1

Class E Deferrable Junior Floating Rate Notes: 0

Class F Deferrable Junior Floating Rate Notes: 0

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

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

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

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

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

Class C Deferrable Mezzanine Floating Rate Notes: -3

Class D Deferrable Mezzanine Floating Rate Notes: -2

Class E Deferrable Junior Floating Rate Notes: -1

Class F Deferrable Junior Floating Rate Notes: -2

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.


AVOCA CLO XIII: Fitch Assigns 'B-(EXP)' Rating to Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XIII Limited notes expected
ratings, as:

Class A1: 'AAA(EXP)sf'; Outlook Stable
Class A2: 'AAA(EXP)sf'; Outlook Stable
Class B1: 'AA+(EXP)sf'; Outlook Stable
Class B2: 'AA+(EXP)sf'; Outlook Stable
Class C: 'A(EXP)sf'; Outlook Stable
Class D: 'BBB(EXP)sf'; Outlook Stable
Class E: 'BB(EXP)sf'; Outlook Stable
Class F: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

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

Avoca CLO XIII Limited is an arbitrage cash flow collateralized
loan obligation (CLO).  Net proceeds from the issuance of the
notes will be used to purchase a EUR400 million portfolio of
European leveraged loans and bonds.  The portfolio is managed by
KKR Credit Advisors (Ireland).  The transaction features a four-
year reinvestment period.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B'/'B-' range.  Fitch has credit opinions on 99.3% of the
identified portfolio.  The covenanted maximum Fitch weighted
average rating factor (WARF) for assigning the expected ratings
is 33.0.  The WARF of the identified portfolio is 31.8.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured loans
and bonds.  Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured, and mezzanine
assets. Fitch has assigned Recovery Ratings to 99.3% of the
assets in the identified portfolio.  The covenanted maximum Fitch
weighted average recovery rate (WARR) for assigning the expected
ratings is 68.0. The WARR of the identified portfolio is 70.6.

Selling Bonds to Address a Regulatory Change

The issuer has not been registered under the United States
Investment Company Act of 1940, as amended, in reliance on both
section 3(c)(7) and Rule 3a-7.  The transaction allows the
manager to buy bonds; however, the manager may be required to
sell the bonds if a regulatory change occurs.  In Fitch's view,
the sale of these assets could expose the issuer to additional
market value losses which could negatively impact the rating of
the notes.

However Fitch took into consideration the legal advice stating
that the regulator change condition does not force the issuer to
sell the bonds at all costs (fire sale).  In addition, Fitch ran
a sensitivity scenario by assuming a 20% bond bucket sold at 50%
of par at day one which confirmed that the ratings would largely
remain within one rating category if the sale resulted in
additional market value losses.

Documentation Amendments

The transaction documents may be amended subject to rating agency
confirmation or noteholder approval.  Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings.  Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment.  Noteholders
should be aware that the structure considers the confirmation to
be given if Fitch declines to comment.

RATING SENSITIVITIES

A 25% increase in the expected obligor default probability would
lead to a downgrade of up to two notches for the rated notes. A
25% reduction in expected recovery rates would lead to a
downgrade of up to four notches for the rated notes.


GALENA CDO II: S&P Lifts Rating on Cl. A-1U10-B Tranche to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
22 tranches from 19 synthetic collateralized debt obligation
(CDO) transactions:

   -- S&P raised its ratings on six tranches from six investment-
      grade corporate-backed U.S. synthetic CDO transactions and
      removed five of them from CreditWatch, where S&P had placed
      them with positive implications.  S&P also raised its
      ratings on six tranches from six synthetic CDO transactions
      that are weak-linked to two investment-grade corporate-
      backed U.S. synthetic CDO transactions and removed four of
      them from CreditWatch, where S&P had placed them with
      positive implications.

   -- S&P raised its ratings on four tranches from four
      loss-based leveraged super senior transactions.

   -- S&P placed its ratings on two tranches from two investment-
      grade corporate-backed U.S. synthetic CDO transactions on
      CreditWatch positive.

   -- S&P also affirmed its ratings on four tranches from one
      investment-grade corporate-backed U.S. synthetic CDO
      transaction.

The rating actions follow S&P's monthly review of synthetic CDO
transactions.

The CreditWatch positive placements and rating upgrades reflect
the transactions' seasoning, the rating stability of the obligors
in the underlying reference portfolios over the past few months,
and the increased synthetic-rated overcollateralization (SROC)
ratios, which are above 100% at the next highest rating level.

The four upgrades on the loss-based leveraged super senior
transactions were based on an upgrade of the collateral that's
backing the funded notes.  The collateral is the same for all
four transactions.

The affirmations reflect the sufficient credit support available
to the classes at their current rating levels.

RATINGS RAISED

Credit and Repackaged Securities Ltd.
Series 2006-14
                            Rating
Class               To                   From
Notes               A+ (sf)              BBB+ (sf)

Pivot Master Trust
Series 3
                            Rating
Class               To                   From
Series 3            B+ (sf)              CCC- (sf)

Pivot Master Trust
Series 4
                            Rating
Class               To                   From
Series 4            B+ (sf)              CCC- (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 26
                            Rating
Class               To                   From
Tranche             A- (sf)              BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 27
                            Rating
Class               To                   From
Tranche             A- (sf)              BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 29
                            Rating
Class               To                   From
LvrgdSprSr          A- (sf)              BBB+ (sf)

Khamsin Credit Products (Netherlands) II B.V.
Series 30
                            Rating
Class               To                   From
LvrgdSprSr          A- (sf)              BBB+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE
Galena CDO II (Ireland) PLC
US$20 million CLN due 2017
                            Rating
Class               To                   From
A-1U10-B            BB+ (sf)             BB (sf)/Watch Pos

PARCS Master Trust
Series 2007-10
                            Rating
Class               To                   From
Trust Unit          A+ (sf)              A- (sf)/Watch Pos

Pivot Master Trust
Series 5
                            Rating
Class               To                   From
Series 5            B+ (sf)              B (sf)/Watch Pos

Pivot Master Trust
Series 6
                            Rating
Class               To                   From
Series 6            B+ (sf)              B (sf)/Watch Pos

Pivot Master Trust
Series 7
                            Rating
Class               To                   From
Series 7            B+ (sf)              B (sf)/Watch Pos

Pivot Master Trust
Series 8
                            Rating
Class               To                   From
Series 8            B+ (sf)              B (sf)/Watch Pos

Rutland Rated Investments
Series DRYDEN06-2
                            Rating
Class               To                   From
A1-$LS              A+ (sf)              A (sf)/Watch Pos

STARTS (Cayman) Ltd.
Series 2007-9
                            Rating
Class               To                   From
Notes               BBB+ (sf)            BBB (sf)/Watch Pos

STARTS (Ireland) PLC
Series 2007-31
                            Rating
Class               To                   From
A2-D2               A (sf)               A- (sf)/Watch Pos

RATINGS PLACED ON CREDITWATCH POSITIVE
Infiniti SPC Ltd.
Series 10B-1
                            Rating
Class               To                   From
10B-1               BB (sf)/Watch Pos    BB (sf)

Terra CDO SPC Ltd.
Series 2008-1
                            Rating
Class               To                   From
A-1                 A- (sf)/Watch Pos    A- (sf)

RATINGS AFFIRMED
Galena CDO II (Ireland) PLC
EUR8 million, JPY7 billion, US$145 million
                    Rating               Rating
Class               To                   From
A-1E10              CCC- (sf)            CCC- (sf)
A-1J10              CCC- (sf)            CCC- (sf)
A-1U10              CCC- (sf)            CCC- (sf)
A-1UA10             CCC- (sf)            CCC- (sf)


IRISH BANK: Quinn Family Members Seek to Cross-Examine Liquidator
-----------------------------------------------------------------
Mary Carolan at The Irish Times reports that members of the
family of bankrupt businessman Sean Quinn want court orders
permitting them cross-examine Irish Bank Resolution Corporation
special liquidator Kieran Wallace regarding claims they may be
hiding up to EUR500 million in undisclosed assets from the bank.

According to The Irish Times, the Quinns say those claims, made
on foot of information from unidentified informants, are
"scurrilous lies".  They also say that despite orders obtained by
IBRC from the London and US courts for disclosure of documents,
nothing has been obtained to support the allegations, The Irish
Times notes.

The family has also objected that the allegations were outlined
by IBRC to the Commercial Court last May via an affidavit from
Mr. Wallace without the family being given any notice of them,
The Irish Times relays.

At that May 30 hearing, the court was told IBRC obtained
discovery orders at the Commercial Court in London and the
bankruptcy court in Delaware, US on foot of information from two
informants, The Irish Times recounts.

In the London proceedings, orders were secured requiring
disclosure of documents by Investec Bank and an employee which
IBRC believed would show some EUR300 million in gold was bought
on behalf of the Quinns, of which EUR200 million was transferred
to the Virgin islands, The Irish Times relates.

The disclosure orders were complied with and Mr. Wallace, as
cited by The Irish Times, said no transactions as alleged were
identified and the Investec employee had no connection with the
Quinn family.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.



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


LUCCHINI SPA: Term for Submission of Final Offers Expires
---------------------------------------------------------
The terms for the submission of the final irrevocable offers for
the purchase of all or a part of the business complexes run by
Lucchini S.p.A. and Lucchini Servizi S.r.l. expired on Nov. 18,
2014.

Lucchini S.p.A. and Lucchini Servizi S.r.l. are in extraordinary
receivership proceedings.  Dott. Piero Nardi serves as
Extraordinary Receiver of the Lucchini entities.

The assets for sale were selected by the Extraordinary Receiver
and are located at the Lucchini plant in Piombino, Largo Caduti
sul Lavoro 21.

The business complexes on sale are the following:

(a) business complex for the iron and steel activities run by
     Lucchini at the Piombino plant, consisting of:

      (i) blast furnace, coke-oven plant, steel plant and their
          facilities, machinery and equipment;
     (ii) rolling mills (i.e. rail mill, rod mill and a small-
          medium bar mill);
    (iii) polishing plants;
     (iv) logistic and harbor activities;
      (v) land and buildings owned by Lucchini or used by
          Lucchini by virtue of public concessions;
     (vi) employment contracts and other contracts entered into
          by Lucchini for the activities carried out in the
          plants under points  (i) to (v) above;
    (vii) stocks;
   (viii) trade marks and other intellectual property rights;

(b) business complex for the verticalization, cold processing
     and polishing of wire rods and bar run by Lucchini at the
     Piombino plant, consisting of:

(i) industrial building and lands owned by Lucchini;
     (ii) industrial facilities and machinery;
    (iii) employment contracts;

(c) business complex run by Lucchini Servizi at the Piombino
     plant, consisting of:

     (i) machinery and equipment;
    (ii) maintenance contracts and other service contracts; and
   (iii) employment contracts.

Any final decision on the sale of all or part of the business
complexes will be in any case be subject to the previous
authorization of the Ministry of Economic Development, having
heard the Surveillance Committee.


MANUTENCOOP FACILITY: S&P Lowers CCR to 'B'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based facility services provider
Manutencoop Facility Management SpA (MFM) to 'B' from 'B+'.  The
outlook is stable.

At the same time, S&P lowered the issue rating on MFM's EUR425
million senior secured notes to 'B' from 'B+'.  The recovery
rating on the notes is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

"The downgrade reflects our view that Italy's weak economic and
operating environment, marked by increased pricing pressure
combined with lower number of signed contracts, will materially
weaken MFM's profitability," said Standard & Poor's credit
analyst Renato Panichi.  "The company has not been able to fully
mitigate the impact of the Telecom Italia contract downsize in
Oct. 2013, and reported a 6% revenue decline in the first nine
months of fiscal 2014.  While we previously expected the group to
win new contracts to offset the downsize of Telecom Italia, we
now expect much lower revenue growth in 2015 and 2016 from new
contract wins."

The lower revenue growth also reflects the relatively longer
review period undertaken by Italian public authorities in
awarding tenders.  Additionally, Standard & Poor's believes there
is an inherent risk of reputational damage arising from the Milan
prosecutors' investigation on MFM's CEO and other top executives,
and the Italian competition authorities' investigation regarding
the tendering of the Consip contract, which may put additional
pressure to revenues in the next few quarters.

S&P expects the revenue decline to also affect EBITDA margin as
it believes it will be rather challenging for MFM to cut costs at
same pace as revenues, even though MFM's cost base is rather
flexible.  During the first nine months of 2014 the company's
reported EBITDA declined by 15%.  S&P considers the company's
recent announcement that it had started a review to identify
possible rationalization and cost saving actions as a positive,
as this may mitigate pressure on profitability.  However, at this
stage it is difficult to estimate the scope of such actions and
potential cost savings.

The stable outlook reflects S&P's view that MFM will generate
modest free operating cash flow despite the current difficult
environment in Italy.


TARANTO CITY: Fitch Affirms 'RD' Foreign & Local Currency IDRs
--------------------------------------------------------------
Fitch Ratings has affirmed the Italian City of Taranto's Long-
Term foreign and local currency Issuer Default Ratings (IDR) and
its Short-term foreign currency IDR at 'RD' (Restricted Default).

KEY RATING DRIVERS

The city continues to service outstanding loans of about EUR30m,
while paying no interest or principal on the EUR250m bond issued
in 2004, of which EUR230m are still outstanding.

The city and the bond holder, Banca Intesa, are still disputing
the validity of the bond contract in court.  The city argues that
the bond issued to partly re-finance loans failed to reduce the
city's financial liabilities, a condition for debt refinancing
according to Italian law.

The ruling which in spring 2009 declared the bond void was upheld
by the Court of Appeal in 2012 and if confirmed by the Supreme
Court, the bond could be reclassified as commercial liabilities
and be repaid with a 50% haircut.  There is further uncertainty
because Banca Intesa does not recognize the authority of
Taranto's Commission of Liquidation, the entity in charge of
liquidating Taranto's assets and liabilities pre-dating the
declaration of financial distress in Oct. 2006.  The bank's view
is that financial debt is, by law, part of the liabilities of the
city rather than the Commission of Liquidation, and therefore
excluding the debt haircut.

The rating is being maintained by Fitch as a service for
investors.  However, if the legal disputes are not resolved over
the next few months Fitch may decide to withdraw the rating

RATING SENSITIVITIES

The resumption of debt servicing on the bond, or a consensual
rescheduling of the bond's amortization plan curing the rating
default event could be positive for the ratings.  Also, a
definitive ruling, likely by the Supreme Court, confirming the
invalidity of the bond contract would trigger a rating review,
with a multiple-notch upgrade.



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


MANGISTAU ELECTRICITY: Fitch Affirms 'BB+ IDR; Outlook Negative
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Kazakhstan-based
Mangistau Electricity Distribution Company JSC's (MEDNC) Long-
term Issuer Default Rating (IDR) to Negative from Stable and
affirmed the IDR at 'BB+'.

"The revision of the Outlook reflects our expectation of the
weakening of the links between MEDNC and its ultimate parent,
Kazakhstan (BBB+/Stable) as a result of the intention to sell the
75% stake owned by 100% state-owned JSC Samruk-Energy (BBB-
/Stable) in 2015. Fitch notes, that the loss of a controlling
stake by the parent may result in Fitch taking a bottom-up
approach to the rating instead of the top-down approach that is
currently applied. We view MEDNC's standalone profile as
commensurate with a 'BB-' rating," Fitch said.

KEY RATING DRIVERS

Three Notches below Sovereign

"MEDNC's ratings are notched down from Kazakhstan's by three
notches, reflecting the moderate strength of the links between
the company and ultimate parent. MEDNC's direct parent,
indirectly fully state-owned Samruk-Energy, has not provided
tangible financial assistance to MEDNC since we widened the
notching from the sovereign rating to three notches from two in
2011. Samruk-Energy does not view MEDNC as strategic and is
likely to sell its stake in MEDNC during 2015," Fitch said.

Privatization Might Change Rating Approach

"Weaker links with the ultimate parent, such as a reduction of
Samruk-Energy's stake in MEDNC to a less than controlling
interest may result in Fitch reconsidering its rating approach to
one of bottom-up rather than top-down, as we currently apply. In
April 2014, Kazakhstan's government approved the list of 106
companies earmarked for privatization over 2014-2016. The terms
and pricing details of these assets sales are not yet disclosed.
Nine of these companies are owned by Samruk-Energy, including
MEDNC," Fitch said.

"MEDNC is currently 75% owned by Samruk-Energy. We expect
privatization to be a two-stage process, the first stage a sale
of a 24% stake + 1 share by Samruk-Energy via a public offering,
the second stage being the remaining 51% to be sold to a
strategic shareholder via an auction possibly as soon as at the
beginning of 2015," according to Fitch.

'BB-' Standalone Profile

"We view MEDNC's standalone profile to be commensurate with the
weak 'BB' rating category, which reflects a balance between its
relatively small size, industry and customer concentration,
average projected credit ratios, the current supportive tariff
regime and good quality counterparties. MEDNC's credit profile is
supported by its near-monopoly position in electricity
transmission and distribution in the Region of Mangistau, one of
Kazakhstan's strategic oil and gas producing regions. It is also
underpinned by prospects for economic development and expansion
in the region, in relation to both oil and gas and
transportation, and by favorable three-year tariffs. MEDNC
further benefits from limited foreign-exchange risks and from the
absence of interest-rate risks," said Fitch.

Small Scale, Concentrated Customer Base

The ratings are constrained by MEDNC's small scale of operations
limiting its cash flow generation capacity, its high exposure to
a single industry (oil and gas) and, within that, high customer
concentration (the top four customers represented over 67% of
9M14 revenue). The latter is somewhat mitigated by the state
ownership of some customers, and by prepayment terms under
transmission and distribution agreements.

Favorable Tariffs

Approved tariff increases average about 5% for 2014 and 2015.
Since 2013, MEDNC's tariffs have been approved by Kazakstan's
Agency on Regulating Natural Monopolies and Competition
Protection for three years, rather than one year previously, in
conjunction with the capex program. MEDNC expects its 2016-2019
tariffs to be approved by end-2014. Fitch views the switch to
medium-term tariff approval positively. The tariff system for
transmission and distribution segments, which is predominantly
based on benchmarking efficiency, should result in favorable
tariffs for MEDNC.

Weaker Leverage Expected

MEDNC's ratings are constrained by its large prospective
investment program relative to the small scale of its operations.
At end-2013 MEDNC reported funds flow from operations (FFO)
adjusted leverage of 1.3x, down from 1.5x at end-2012. The
company's ambitious capex program of about KZT26 billion over
2014-2017 will likely result in negative free cash flow over the
same period and require significant debt funding. Fitch expects
that it may result in FFO-adjusted leverage increasing to around
3x by end-2015 and towards 4x by end-2016 under the agency's
conservative assumptions.

Capex to Drive Negative FCF

Fitch expects MEDNC to continue generating solid and stable cash
flow from operations (CFO) over 2014-2017. However, FCF is likely
to turn negative in 2014 onwards, mainly driven by substantial
capex plans. Capex will be spent on the construction of two new
electricity transmission lines and the reconstruction of existing
transmission lines and substations. The currently approved capex
program is KZT9 billion for 2014-2015. At end-2013 FFO interest
cover improved to around 10x from 5x at end-2012 and we expect
that it will remain in the single digits over 2014-2017.

For 2014, Fitch estimates MEDNC's CFO at KZT2.6 billion, before
capex (KZT3.5 billion) and dividends (KZT434m). Fitch expects
MEDNC to rely on new borrowings to finance cash shortfalls.

Elevated Dividend Payout

Fitch notes that for 2013 MEDNC's dividend payout ratio decreased
to 38% (or KZT434 million) from 76% (or KZT255 million) for 2012.
However, management expects a payout ratio of 50% over the medium
term. If dividends remain elevated at a time of increasing capex,
Fitch may view it as a sign of weakening links with the ultimate
parent and may revise its rating approach to bottom-up from top-
down even if the company's ownership does not change.

RATING SENSITIVITIES

The Negative Outlook reflects the possible sale of MEDNC by
Samruk Energy, and the likelihood change to our rating approach
that would result. The main factors that may individually or
collectively lead to rating action are as follows:

Positive:
-- Stronger links with the ultimate parent.
-- Enhancement of the business profile, such as diversification
    and scale with only modest increase in leverage would be
    positive for the standalone profile.

Negative:

-- Negative rating action on Kazakhstan's ratings.
-- Weaker links with the ultimate parent, such as a reduction of
    Samruk-Energy's stake in MEDNC to less than 50% or an
    elevated dividend payout, insufficient tariffs and increased
    capex contributing to weaker credit metrics. This may result
    in Fitch reconsidering its rating approach to one of bottom-
    up from the top-down that is being currently applied.
-- Deterioration in MEDNC's FFO adjusted leverage to 4x or above
    and FFO interest cover to 2.0x or below on a sustained basis
    would be negative for the standalone profile.

For the sovereign rating of Kazakhstan, Samruk-Energy's ultimate
parent, Fitch outlined the following sensitivities in its rating
action commentary of November 7, 2014:

The Stable Outlook reflects Fitch's assessment that upside and
downside risks to the rating are currently well-balanced. The
main factors that individually or collectively might lead to
rating action are as follows:

Positive:

-- Steps to reduce the vulnerability of public finances to oil
    price shocks, for example by narrowing the non-oil fiscal
    deficit
-- Effective restructuring of bank balance sheets
-- Entrenching low and stable inflation under a more flexible
    exchange rate regime
-- Substantial improvements in governance and institutional
    strength

Negative:

-- Policy management leading to a sustained decline in sovereign
    assets or reduced economic or financial stability
-- A sustained commodity price shock
-- Renewed weakness in the banking sector and crystallization of
    contingent liabilities
-- A political risk event

Liquidity and Debt Structure

Fitch views MEDNC's liquidity as manageable, comprising solely
cash as the company does not have any available credit lines. At
end-3Q14, MEDNC's cash balance of KZT2.3 billion was sufficient
to cover short-term maturities of KZT217 million. Cash balances
are mostly held in local currency with domestic banks including
Halyk Bank of Kazakhstan (BB/Stable) and Nurbank, which is a
risk.

At end-3Q14, most of MEDNC's debt was represented by two
unsecured fixed-rate bonds of KZT1.7 billion and KZT2.4 billion
maturing in 2023 and in 2024, respectively. The rest of the debt
is represented by interest-free loans with maturity up to 2036
from MEDNC's customers to co-finance new network connections.
MENDC's ambitious capex program will likely require additional
debt funding over the medium term. MEDNC has proven access to the
domestic bond market. During 2014 MEDNC issued KZT2.4 billion of
bonds to partly finance its substantial capex need (KZT3.5
billion) for the year. The remainder is expected to be financed
by MEDNC's own funds.

Full List of Rating Actions

Long-term foreign currency IDR affirmed at 'BB+', Outlook revised
to Negative from Stable

Long-term local currency IDR affirmed at 'BBB-', Outlook revised
to Negative from Stable

National Long-term rating affirmed at 'AA(kaz)', Outlook revised
to Negative from Stable

Short-term foreign currency IDR affirmed at 'B'

Foreign currency senior unsecured rating affirmed at 'BB+'

Local currency senior unsecured rating, including that on KZT1.7
billion and KZT2.4 billion bonds, affirmed at 'BBB-'



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


RUDNICI BOKSITA: Two Bids Fail to Meet Tender Requirements
----------------------------------------------------------
SeeNews reports that a tender for the assets of bankrupt Rudnici
Boksita attracted two bids but they did not meet the tender
requirements.

According to SeeNews, daily Vijesti, quoting the court-appointed
administrator, Zdravko Cicmil, reported on Nov. 24 that instead
of offering a purchase price for Rudnici Boksita, the bidders --
Hungary's Vagon Impex and Montengro's Neksan -- sought direct
negotiations.

Mr. Cicmil said that in the coming days, the two bidders can
place specific offers that will be forwarded to Rudnici Boksita's
board of creditors to decide whether to sell the company via
direct negotiations, SeeNews relates.

Rudnici Boksita's board of creditors will come up with a decision
within 15 days upon receiving a sale offer, SeeNews states.

This is the third tender for the assets of Rudnici Boksita,
following two unsuccessful sale attempts, SeeNews notes.  The
initial price was set at EUR9.5 million (US$11.8 million),
SeeNews says.

Rudnici Boksita went bankrupt in February, SeeNews recounts.  Its
creditors' claims total EUR130 million, according to SeeNews.

Rudnici Boksita is a Montenegrin bauxite mining firm.



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


CONISTON CLO: Moody's Lifts Rating on Class F Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service announced that it has taken the
following rating actions on the following classes of notes issued
by Coniston CLO B.V.:

EUR226.9 million (current outstanding balance of EUR90.9M) Class
A1 Senior Floating Rate Notes due 2024, Affirmed Aaa (sf);
previously on Jul 5, 2013 Affirmed Aaa (sf)

EUR56.7 million Class A2 Senior Floating Rate Notes due 2024,
Upgraded to Aaa (sf); previously on Jul 5, 2013 Affirmed Aa1
(sf)

EUR24.6 million Class B Deferrable Interest Floating Rate Notes
due 2024, Upgraded to Aa1 (sf); previously on Jul 5, 2013
Upgraded to Aa3 (sf)

EUR24 million Class C Deferrable Interest Floating Rate Notes
due 2024, Upgraded to A2 (sf); previously on Jul 5, 2013
Upgraded to Baa1 (sf)

EUR17.6 million Class D Deferrable Interest Floating Rate Notes
due 2024, Upgraded to Baa3 (sf); previously on Jul 5, 2013
Downgraded to Ba2 (sf)

EUR19.6 million Class E Deferrable Interest Floating Rate Notes
due 2024, Upgraded to B1 (sf); previously on Jul 5, 2013
Downgraded to Caa1 (sf)

EUR6.4 million (current outstanding balance of EUR 4.3M) Class F
Deferrable Interest Floating Rate Notes due 2024, Upgraded to
Caa1 (sf); previously on Jul 5, 2013 Downgraded to Caa3 (sf)

Coniston CLO B.V. issued in August 2007, is a single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by 3i
Debt Management Ltd and this transaction ended its reinvestment
period in July 2013. It is predominantly composed of senior
secured loans.

Ratings Rationale

The rating actions on the notes are primarily a result of the
significant deleveraging of the Class A-1 and the subsequent
increase in the overcollateralization ratios ("OC ratios") across
the capital structure. Class A-1 has paid down by EUR 89.2
million (39% of closing balance) since the quarterly payment date
in October 2013.

As a result, the OC ratios for all classes of notes have
increased in the last 12 months. As per the latest trustee report
dated October 2014, the Class A-1, Class A-2, Class B, Class C,
Class D and Class E overcollateralization ratios are reported at
158.65%, 138.72%, 123.58%, 114.41%, 105.69% and 103.96%
respectively, compared to 138.57%, 126.90%, 117.26%, 111.07%,
104.91% and 103.65% 12 months ago. Additionally Moody's notes
that Class E benefits over time from a turbo feature which has
led to a substantial reduction of the notes original balance.

The credit quality of the collateral pool has slightly worsened
as reflected in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF). As of
the trustee's October 2014 report, the WARF was 2,795 compared
with 2,702 in October 2013. Over the same period, the reported
diversity score reduced from 49 to 37.

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
EUR244.9 million, and defaulted par of EUR19.3 million, a
weighted average default probability of 21.2% (consistent with a
WARF of 2924 over a weighted average life of 4.57 years), a
weighted average recovery rate upon default of 46.69% for a Aaa
liability target rating, a diversity score of 33 and a weighted
average spread of 3.82%.

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 14.3% of obligors in Italy and Spain, whose LCC is
respectively A2 and 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 1.70% for the Class A notes, 1.19%%
for the Class B notes and 0.48% 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 that 90.7% 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.
Moody's ran a model in which it diminished the recovery rates by
5%; the model generated outputs that are consistent with the
ratings.

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 behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

1) 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 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.

2) Around 23.7% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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-
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.

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.


LEVERAGED FINANCE III: Moody's Affirms Caa3 Rating on 2 Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the
following notes issued by Leveraged Finance Europe Capital III
B.V.:

EUR11.7 million C Notes, Upgraded to Aaa (sf); previously on Jul
15, 2014 Upgraded to Aa3 (sf)

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

EUR26.25 million (current balance of EUR5.7M) B Notes, Affirmed
Aaa (sf); previously on Jul 15, 2014 Affirmed Aaa (sf)

EUR19.8 million D Notes, Affirmed Caa2 (sf); previously on Jul
15, 2014 Affirmed Caa2 (sf)

EUR7.35 million (current balance of EUR2.4M) E Notes, Affirmed
Caa3 (sf); previously on Jul 15, 2014 Affirmed Caa3 (sf)

EUR6 million (current balance of EUR0.9M) R Notes, Affirmed Caa3
(sf); previously on Jul 15, 2014 Affirmed Caa3 (sf)

EUR15 million S Notes, Affirmed Aa1 (sf); previously on Jul 15,
2014 Affirmed Aa1 (sf)

Leveraged Finance Europe Capital III B.V., issued in August 2004,
is a collateralized loan obligation (CLO) backed by a portfolio
of mostly high-yield senior secured European loans. The portfolio
is managed by BNP Paribas Asset Management. The transaction's
reinvestment period ended in October 2009.

Ratings Rationale

The rating action taken on the notes result primarily from an
improvement in the overcollateralization ratios of the rated
notes pursuant to the amortization of the portfolio. The Class B
notes have amortized by approximately EUR19.0 million (or 84.8%)
since last rating action in July 2014 with a substantial amount
of EUR16.6 million being paid down on the July payment date.

As a result of this deleveraging, the overcollateralization
ratios (or "OC ratios") have increased since the rating action in
July 2014. As of the latest trustee report dated Oct 2014, the
Class A/B, Class C, Class D and Class E OC ratios are reported at
672.8%, 221.5%, 103.7% and 97.8%, respectively, versus last
rating action levels in July 2014 based on May 2014 trustee
figures of 241.4%, 158.6%, 100.4% and 96.0% respectively. The
Class D and E OC tests are still not in compliance and the Class
E Interest Coverage Test ("or IC test") is also not in
compliance.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class R,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by a Rated
Coupon of 1% per annum respectively, accrued on the Rated Balance
on the preceding payment date minus the aggregate of all payments
made from the Issue Date to such date, either through interest or
principal payments. For Class S, the 'Rated Balance' is equal at
any time to the principal amount of the Combination Note on the
Issue Date minus the aggregate of all payments made from the
Issue Date to such date, either through interest or principal
payments. The Rated Balance may 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 EUR33.39 million, principal balance of EUR2.34
million, defaulted par of EUR17.0 million, a weighted average
default probability of 24.8% (consistent with a 10 year WARF of
4925), a weighted average recovery rate upon default of 50.0% for
a Aaa liability target rating, a diversity score of 9 and a
weighted average spread of 2.5%.

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 21.1% 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 4.4% for the Class B
notes and 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 100% of the portfolio
exposed to first-lien senior secured 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:

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy especially as 21.1% of the portfolio is exposed
to obligors located in Spain and 2) the large concentration of
lowly-rated debt maturing between 2014 and 2015, which may create
challenges for issuers to refinance. 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.

Additional uncertainty about performance is due to the following:

1) 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.

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. Moody's tested for a possible
extension of the actual weighted average life in its analysis.
The effect on the ratings of extending the portfolio's weighted
average life can be positive or negative depending on the notes'
seniority.

3) Around 69% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates.

4) 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.

5) 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.

6) Lack of portfolio granularity: The performance of the
portfolio depends on the credit conditions of a few large
obligors. Because of the deal's low diversity score and lack of
granularity, Moody's substituted its typical Binomial Expansion
Technique analysis by a simulated default distribution using
Moody's CDOROMTM software.

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.


NXP BV: Moody's Lifts Corp. Family Rating to Ba3; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service, has upgraded NXP B.V.'s corporate
family rating (CFR) from Ba3 (outlook previously positive) to
Ba2, concurrently Moody's upgraded the probability of default
rating (PDR) from Ba3-PD to Ba2-PD and upgraded NXP's senior
secured term-loans to Ba1 (LGD2-24%) from Ba2 (LGD2-29%) and
NXP's existing unsecured indebtedness to Ba3 (LGD4-60%) from B1
(LGD5-74%). At the same Moody's assigned a rating of B1 (LGD6-
91%) to the proposed $1.0 billion convertible notes issued by NXP
Semiconductors N.V. The outlook on the ratings is stable.

Ratings Rationale

The upgrade of NXP's CFR reflects the continued improvement in
the company's product portfolio, benefiting from good demand
fundamentals and strengthening market positions. This has led to
NXP's recent strong performance, reflected by good operating
margins and strong positive free cash flow generation. Moody's
believe NXP's positioning in certain segments should result in a
greater degree of resilience in the event of a market downturn.

Moody's expects that NXP will generate revenues of around $5.6
billion (+17% y-o-y) in 2014 as a result of product specific
design wins in its high-performance-mixed-signal segment and a
good performance of its more commoditized standard products
segment. Moody's expects that FCF will exceed US$900 million in
2014 supported by strong adjusted operating margins of around
22%.

The rating remains supported by NXP's exposure to various end-
markets following different cyclical patterns and product
lifecycles. NXP's relatively asset light operating model should
also allow the company to react more swiftly to a market
slowdown.

NXP's high leverage compared to similar rated peers remains a
constraining factor for the rating, but Moody's believes this
remains commensurate with the current rating in the context of
the company's improved business profile. The issuance of the
convertible notes is likely to result in an increase of Moody's
adjusted debt/EBITDA to around 3.2x by the end of 2014 from 3.0x
for the twelve months period ending September 2014.

Weighing negatively on the rating is the increasingly aggressive
financial policy of NXP. This is evidenced by i) share buybacks
in 2014 exceeding free cash flow generated -- during the first
nine months of 2014 the company spent $1,255 million on share
buybacks representing more than 200% of FCF, ii) draw downs under
its RCF to finance share buybacks in Q3 2014, iii) a relatively
low cash balance compared to other rated semiconductor companies
and iv) the issuance of the cash convertible senior notes, which
in case of a conversion could result in a significant liquidity
outflow prior to maturity of the notes.

During 2014, the company increasingly engaged in share buybacks
managing its capital structure towards its net debt/company
adjusted trailing twelve months ("TTM") EBITDA target of 2.0x.
Moody's expects management will continue to raise debt up to this
target, to finance acquisitions or shareholder returns.

On November 24, 2014, NXP Semiconductor NV announced its
intention to issue US$1,000 million of cash convertible senior
notes with a US$150 million overallotment. Moody's assumes that
NXP will use the net proceeds of convertible issuance to repay
amounts drawn under its existing revolving credit facility to
repurchase shares of up to US$200 million and for general
corporate purposes including share buybacks and acquisitions.

Structural Considerations

The B1 rating of the proposed convertible notes reflects their
structural subordination to NXP's existing unsecured notes at the
level of NXP B.V. and the effective subordination to NXP's
existing secured term loans and revolving credit facility.

The Ba1 rating on NXP's senior secured debt benefit from the
substantial layer of unsecured debt, which increases the cushion
supporting the ratings for NXP's remaining secured debt.

NXP's senior secured term loans share the security arrangements
with NXP's EUR620 million revolving credit facility due 2017, but
rank behind the revolving credit facility in a liquidation
scenario.

NXP's senior secured debt is secured by first-priority liens on
(1) substantially all assets except cash of the issuer and its
guarantor (material wholly owned subsidiaries); (2) the issuer's
equity interests in all material wholly owned subsidiaries; and
(3) any intercompany loans. In its LGD assessment, Moody's has
ranked trade payables pari passu with the revolving credit
facility.

What Could Change The Rating UP/DOWN

NXP's ratings could face upwards pressure if Moody's-adjusted
leverage remains below 2.5x on a sustainable basis. A greater
track-record in demonstrating its ability to develop products,
with good growth prospects, improve earnings stability through
the cycle and continued generation of strong positive free cash
flow as well as a stronger liquidity cushion would also be
positive for the ratings.

NXP's ratings could come under negative pressure if Moody's
adjusted debt/EBITDA would sustainably exceed 3.0x and/or a
weakening in NXP's competitive position which maybe indicated by
an erosion of operating profit and EBITDA. An inability to
maintain liquidity (cash and availability under the RCF) of at or
around $1.0 billion could also result in negative rating actions.

Principal Methodologies

The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.
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 Eindhoven, Netherlands, NXP B.V. is a leading
semiconductor company in terms of revenues. Its High Performance
Mixed Signal and Standard Product solutions are used in a wide
range of applications, including automotive, identification,
wireless infrastructure, lighting, industrial, mobile, consumer
and computing. NXP generated revenues of around $5.4 billion in
twelve month period ending September 2014.


NXP SEMICONDUCTORS: S&P Rates US$1BB Cash Convertible Notes 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' issue rating to the proposed US$1 billion cash convertible
unsecured notes due 2019 to be issued by Dutch semiconductor
manufacturer NXP Semiconductors N.V., the parent of NXP B.V.
(BB+/Positive/--).  The issue rating on the proposed notes is two
notches below the corporate credit rating on NXP.  S&P also
assigned its recovery rating of '6' to the proposed notes,
indicating S&P's expectation of negligible (0%-10%) recovery
prospects in the event of a payment default.

At the same time, S&P affirmed its 'BBB-' issue rating on NXP's
EUR620 million super senior revolving credit facility (RCF).
Although S&P recognizes the RCF's senior position in the capital
structure and numerical coverage in excess of 100%, S&P caps the
recovery rating at '2', indicating its expectation of substantial
(70%-90%) recovery prospects in the event of a payment default.
This is due to S&P's view that the seniority of the secured
facilities, and the recovery value available, would unlikely be
sufficient to maintain any upward notching of the issue rating,
under S&P's criteria, if it raised the corporate credit rating on
NXP to 'BBB-' from 'BB+'.

S&P also affirmed its issue rating of 'BBB-' on the senior
secured loans.  The recovery rating on these term loans is
unchanged at '2'.

In addition, S&P affirmed its 'BB' issue rating on the unsecured
notes.  The recovery rating on these notes is unchanged at '5',
indicating S&P's expectations of modest (10%-30%) recovery
prospects in the event of a payment default.

S&P understands that NXP will use the proceeds of the proposed $1
billion cash convertible unsecured notes to repay $575 million
outstanding drawn under the RCF, repurchase $200 million shares,
and pay $50 million in hedging costs.  The rest ($175 million)
will remain as cash on the balance sheet and be used for general
corporate purposes.

RECOVERY ANALYSIS

   -- The issue rating on the super senior RCF is 'BBB-'.
      Although S&P recognizes the RCF's senior position in the
      capital structure and numerical coverage in excess of 100%,
      S&P caps the recovery rating at '2'.  This is because S&P
      considers that the seniority of the secured facilities, and
      the recovery value available, would unlikely be sufficient
      to maintain any upward notching of the issue rating, under
      S&P's criteria, if it raised the corporate credit rating on
      NXP to 'BBB-' from 'BB+'.

   -- The issue rating on the senior secured loans is 'BBB-' with
      a recovery rating of '2'.  The issue rating on the senior
      unsecured notes is 'BB' with a recovery rating of '5'.  If
      S&P raised the corporate credit rating on NXP one notch to
      'BBB-', it would expect to rate these notes 'BB+' if the
      capital structure remained unchanged.

   -- The issue rating on the convertible notes is 'BB-' with a
      recovery rating of '6', reflecting significant prior-
      ranking debt.  If S&P raises the corporate credit rating on
      NXP by one notch to 'BBB-', it would expect to rate these
      notes 'BB+' if the capital structure remains unchanged.

   -- S&P values NXP as a going concern because S&P assumes that
      the company would retain sufficient customer relationships
      and intellectual property for a sustainable business in a
      default scenario.

   -- Under S&P's hypothetical default scenario, it envisage
      declining revenues as a result of a significant
      macroeconomic and industry slowdown; increasing
      competition; a marked drop in operating margins; and large
      capital expenditure and research and development
      commitments.

   -- In S&P's view, value held outside of the guarantor group,
      particularly from NXP's 61% stake in Systems on Silicon
      Manufacturing Co. (SSMC), would be shared between the
      senior unsecured and unsatisfied senior secured claims on a
      pari passu basis, allowing for modest recovery prospects in
      the 10%-30% range for the senior unsecured debtholders.

Simulated default assumptions

   -- Year of default: 2020
   -- EBITDA at emergence: US$395 million
   -- Implied enterprise value multiple: 6.0x
   -- Jurisdiction: The Netherlands

Simplified waterfall

   -- Gross enterprise value at default: US$2,368 million
   -- Administrative costs: US$166 million
   -- Net value available to creditors: US$2,202 million
   -- Priority claims: US$100 million
   -- Super senior debt claims: US$830 million (1)
   -- Recovery expectation: 70%-90% (upper half of range)
   -- Senior Secured debt claims: US$790 million (1)
   -- Recovery expectation: 70%-90% (upper half of range)
   -- Unsecured debt claims: US$2,300 million (1)
   -- Recovery expectation: 10%-30% (upper half of range)
   -- Subordinated debt claims: US$1,005 million (1)(2)
   -- Recovery expectation: 0%-10%

(1) All debt amounts include six months of prepetition interest
     and assume RCFs are drawn at 100%.

(2) Includes the convertible notes.


SCEPTRE CAPITAL 2006-5: S&P Raises Rating on Repack Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'B+' from 'CCC+' and
removed from CreditWatch positive its credit rating on Sceptre
Capital B.V.'s series 2006-5 notes.

S&P placed its rating on Sceptre Capital's series 2006-5 notes on
CreditWatch positive on Oct. 20, 2014, following S&P's
corresponding rating action on the underlying collateral.

The rating action follows S&P's Nov. 7, 2014 rating action on
C.L.E.A.R. PLC's series 73 notes, the underlying collateral for
Sceptre Capital's series 2006-5 notes.

S&P's criteria link its rating on Sceptre Capital's series 2006-5
notes to that on C.L.E.A.R.'s series 73 notes.  Therefore,
following S&P's recent upgrade of C.L.E.A.R.'s series 73 notes,
it has raised to 'B+' from 'CCC+' and removed from CreditWatch
positive its rating on Sceptre Capital's series 2006-5 notes.

Sceptre Capital's series 2006-5 is a repack transaction.  Bank of
America Corp. is the arranger.  The transaction was restructured
in August 2010.


SOUND II BV: Fitch Affirms 'BBsf' Rating on Class B Notes
---------------------------------------------------------
Fitch Ratings has affirmed three tranches of Sound II B.V. (Sound
II), a Dutch RMBS transaction backed by the Nationale Hypotheek
Garantie (NHG).  The mortgages in this transaction were
originated by NIBC Bank N.V. (NIBC, BBB-/Stable/F3) and its
subsidiaries and serviced by Stater Nederland (Stater, RPS1-) and
Quion Groep B.V. (Quion, RPS2/RSS2).

KEY RATING DRIVERS

Sufficient Credit Enhancement

The Credit Enhancement (CE) has increased 36bp for Class A
(5.80%), 17bp for Class S (3.17%) and 5bp for Class B (0.95%)
since Dec. 2013.  This, combined with the low level of losses
observed, has led to the affirmation of the notes with Stable
Outlooks.

Asset Performance Within Expectations

The asset performance has remained stable over the past 12 months
as the volume of late stage arrears (loans in arrears for at
least three months) is now at 0.4% of the current pool compared
to 0.6% in Sept. 2013.  This decline is explained by a small
increase of repossessed properties sold with a loss, in addition
to other loans going back to the performing status.  Cumulative
losses are now at 0.08% of the original collateral balance,
compared to 0.06% 12 months ago.  Fitch observes that the current
performance is in line with the average for the Dutch NHG sector
which shows late stage arrears at 0.56% and cumulative losses
equal to 0.13%.

The agency believes that the portfolio performance will remain
stable.

Commingling and Payment Interruption Risks Mitigated

The transaction is protected from commingling risk by the
bankruptcy remote collection foundation structure, which keeps
the collection amounts received from borrowers and insurance
payments out of the bankruptcy estate of the sellers should an
insolvency event occur.  Also, in the event of servicer default,
the liquidity facility is sufficient to cover up to two interest
payment dates on the senior notes and senior fees with a stressed
Euribor.

RATING SENSITIVITIES

In the case of a downgrade of Waarborgfonds Eigen Woningen (WEW)
from 'AAA'/Negative/'F1+', which is credit linked to Netherlands
(AAA/Negative/F1+), its ability to honor claims could be
jeopardized, especially in ratings scenarios higher than the
rating of the WEW.

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

The junior tranche in this transaction remains sensitive to the
NHG loans' compliance ratio and repurchase commitment from NIBC
subsidiaries due to the low level of CE.

The rating actions are:

Sound II B.V.
Class A (XS0322223586): affirmed at 'AAAsf'; Outlook Stable
Class S (XS0740796288): affirmed at 'Asf'; Outlook Stable
Class B (XS0322223826): affirmed at 'BBsf'; Outlook Stable



===========
N O R W A Y
===========


ALBAIN MIDCO: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term corporate credit rating on Norway-based producer of
salmonid feed Albain Midco Norway AS (EWOS Group AS; EWOS).  The
outlook is stable.

At the same time, S&P affirmed its issue rating of 'B' on the
EUR225 million and Norwegian krone (NOK) 1.81 billion senior
secured notes due 2020.  S&P has revised the recovery rating
downward to '4' from '3', however, indicating S&P's expectation
of average (30%-50%) recovery due to increased priority
liabilities. S&P affirmed its issue rating of 'CCC+' on the
subordinated NOK1.04 billion notes, due 2021.  The recovery
rating on the subordinated notes is '6', indicating S&P's
expectation of negligible recovery (0%-10%) in the event of
payment default.

The rating affirmation reflects S&P's view that EWOS' financial
risk profile will not be adversely impacted by the recent
acquisition of Nova Austral by its controlling shareholders, and
that the company will be able to steadily improve its business
performance.  S&P maintains its view of EWOS' business risk
profile as "weak" and financial risk profile as "highly
leveraged."

EWOS has experienced challenges in the past two years, which have
negatively affected profitability.  These include: intensified
competition; adverse biological conditions; and operational
quality issues.  S&P believes, however, that the industry is
regaining some stability and that management will be able to
implement its strategy to strengthen operating performance.

EWOS' operations focus on the niche segment of providing food and
nutrition to the fish farming industry.  EWOS is the global
leader by sales volume in a highly consolidated industry in which
the top three producers account for 90% of the global market.
The industry is exposed to a number of risks including adverse
biological conditions, government policy, disease outbreaks, and
competitive pressures.  Operational efficiency and some portfolio
diversity, as well as geographical spread of sales, are therefore
important in mitigating the potential impact of such risks.
While EWOS revenues are mainly generated in the two largest
markets of Norway and Chile, EWOS' dependence on salmonid farmers
for the majority of its revenues creates potential volatility to
cash flow generation, as external shocks to fish volumes can
reduce underlying demand for fish feed products.

S&P also considers EWOS' business to be seasonal.  The company
generates a higher portion of its revenues in the third quarter
of each year when salmonid fish in Norway consume most feed.  As
the company stocks raw materials for sales in the third quarter,
working capital is higher in this period.  S&P also considers the
working capital cycle in Chile to be significantly longer than
elsewhere, and that working capital facilities are used
extensively, resulting in a high proportion of priority
liabilities.  S&P sees these risks as the main constraint to the
business risk profile.  Additional risks include exposure to the
volatility of raw material prices and foreign currency exchange
rates, although S&P understands that EWOS is able to pass these
costs on to the customers through clauses in its contracts.

EWOS' business risk profile is supported by the company's
revenues of close to NOK11 billion in 2013, and Standard &
Poor's-adjusted EBITDA of NOK840 million, resulting in an EBITDA
margin of close to 8%.  The company has a leading position in a
consolidated global market, and S&P notes that EWOS is the
largest or second largest salmonid feed producer in Norway,
Chile, Scotland, and Canada.  S&P believes that the underlying
growth prospects in the salmonid feed market are solid, thanks to
a rise in demand for salmonids.  This, in turn, is underpinned by
population growth, an increase in global wealth, and an
increasing global focus on salmonids as a healthy food item.

"We assess EWOS' financial risk profile as "highly leveraged" on
account of its ownership by private equity groups Altor Fund III
and Bain Capital Europe Fund III L.P. and because EWOS' adjusted
debt to EBITDA ratio was 6.8x at the end of 2013.  We expect
EWOS' profitability to recover as operational efficiency
improves.  We believe that incremental volume growth in Norway,
Chile, and Scotland will result in higher revenues, with
increasing volume of functional feeds sales and cost management,
supporting an improvement of adjusted EBITDA such that debt to
EBITDA will gradually strengthen over the next two years.
However, we believe that the company's leverage is likely to
remain above 5x over the medium term," S&P said.

Although EWOS supported the acquisition of Nova Austral with
dividends of about NOK170 million, S&P do not factor in
additional upstreaming of funds (to support operations at Nova
Austral) in S&P's base case.  S&P believes that EWOS will
continue to generate solid cash flows, that adjusted funds from
operations (FFO) cash interest coverage will remain above 2.0x,
and that free operating cash flow will be positive.

S&P's base case assumes:

   -- Revenue growth of about 3%-5% in 2014 and 2015.

   -- Relatively stable gross and EBITDA margins over the next
      two years at around 19.0%-19.5% and 7.5%-8.0%,
      respectively.

   -- Capital expenditure (capex) of about NOK175 million in 2014
      and about NOK225 million in 2015.

   -- No dividend payments.

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

   -- Adjusted debt to EBITDA of 6.2x-6.4x in 2014 and 5.5x-5.9x
      in 2015, down from 6.8x in 2013.

   -- Adjusted FFO cash interest coverage of 2.1x-2.3x in 2014
      and 2.2x-2.6x in 2015, down from 5.2x in 2013.

The stable outlook reflects S&P's view that EWOS will sustain
positive underlying revenue growth while maintaining an adjusted
EBITDA margin of at least 7% over the next 12-18 months.  The
stable outlook also depends on EWOS maintaining adjusted FFO cash
interest coverage of more than 2x and positive free cash flows.

S&P could lower its rating if adjusted FFO interest coverage
falls to less than 2x, or if declining operating performance puts
pressure on liquidity.  This would most likely result from
significant revenue erosion due to a decrease in the volumes of
feed sold, or from a significant working capital outflow caused
by a major disease outbreak in Chile or Norway, and a subsequent
build-up of receivables.

In S&P's opinion, it is unlikely to raise its rating over the
next 12 to 18 months, due to EWOS' high adjusted leverage.



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ECONOMICA MONTEPIO: Fitch Affirms 'BB' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Portugal-based Caixa Economica
Montepio Geral's (Montepio) Long-term Issuer Default Rating (IDR)
at 'BB', Support Rating (SR) at '3' and Support Rating Floor
(SRF) at 'BB'. Fitch has also affirmed Montepio's Viability
Rating at 'b+'. The Long-term IDR Outlook is Negative.

Key Rating Drivers - IDRs, Senior Debt, SR AND SRF

Montepio's Long-term IDR and senior debt rating are at the bank's
SRF. The affirmation of these ratings indicates Fitch's
expectation that there continues to be a moderate likelihood that
Portugal (BB+/Positive) would support its important second-tier
banks, such as Montepio, if needed, until the mechanism for
resolving such banks comes into effect. This expectation reflects
both Portugal's moderate ability to support its banks and
Montepio's relative domestic importance, given its 7.2% deposit
market share at end 1H14 (end 1H13: 6.6%). The bank has not
required state aid but, in general terms, Portugal has supported
its banks' senior creditors.

The Negative Outlook on Montepio's Long-term IDR reflects the
legislative, regulatory and policy initiatives taken by Portugal
to allow it to achieve the resolution of its important banks
without excessive disruption to financial markets. Fitch believes
that once the EU's Bank Recovery and Resolution Directive (BRRD)
is implemented in Portugal, on 1 January 2015, and a Single
Resolution Mechanism (SRM) becomes functional, there are likely
to be negative implications for banks whose Long-term IDRs are at
their SRFs, including Montepio. By 2016 BRRD requires creditors
to be bailed in before an insolvent bank can be recapitalized
with state funds.

Rating Sensitivities -- IDRs, Senior Debt, SR and SRF

Montepio's Long-term IDR, SR and SRF are primarily sensitive to
further progress made in implementing BRRD and SRM. Once these
are put in place they will become an overriding rating factor, as
the likelihood of banks' senior creditors receiving full support
from the sovereign, if required, will diminish substantially.

Fitch expects to downgrade Montepio's SR to '5' and to revise its
SRF to 'No Floor' during the first half of 2015, depending on the
progress in bank resolution legislation. The revision of the
bank's SRF will likely result in a downgrade of Montepio's Long-
term IDR and senior debt ratings to the level of its VR,
currently 'b+'.

The IDR, SR and SRF are also sensitive to any change in the
assumptions underpinning Fitch's judgment of Portugal's ability
to support banks. A downgrade of Portugal's Long-term IDR would
likely lead to a downward revision of the SRF.

Key Rating Drivers -- VR

The bank's fragile and volatile profitability as well as the
weaknesses present in its legacy loan portfolio are key factors
in assessing Montepio's VR.

Fitch believes the profitability of Montepio's core banking
business is still weak reflecting modest non-interest income
generation, a high proportion of low-margin residential
mortgages, historically low interest rates and recent
deleveraging. Results for 1H14 continued to be supported by one-
off capital gains on the bank's securities portfolio (EUR262
million), which Fitch considers a volatile income source but,
nevertheless were used to offset a high level of loan impairment
charges. Fitch expects the bank's earnings generation ability to
be supported by the successful diversification of the loan book
into more profitable SMEs loans -- which accounted for 88% of
total new loans extended in 1H14 -- and by a focus on reducing
funding costs.

Montepio's credit-at-risk ratio (loans overdue by more than 90
days, under-collateralized restructured loans, and bankruptcy)
has worsened, though at a much slower pace than in 2012-2013, to
13.8% of total loans at end-1H14 (end 1H13: 12.1%). Related loan
loss reserves improved to 56%, which compares adequately with
similarly rated peers.

Montepio is making efforts to reduce its exposure to the real
estate sector, by loan diversification and recoveries. However,
construction and real estate lending and foreclosed property
assets still accounted for a high 15% of the bank's total assets
at end-1H14. Fitch expects that any material exposure reduction
will take time to materialize but the bank is moving in this
direction. In addition, Fitch's expectations of GDP growth for
Portugal of 1% in 2014 and 1.4% in 2015 and of slower declines in
domestic real estate price should offer greater protection
against real estate-related risks than in the recent past.

Montepio reported a Fitch core capital/weighted risks ratio and a
phase-in CET1 ratio of at 8.9% and 10.5%, respectively, at end
1H14. While these figures are sufficient to absorb moderate
risks, the proportion of impaired credit-at-risk loans which are
not covered by impairment reserves, is high. The latter loans
accounted for 76% of Montepio's FCC at 1H14 and about 130% of FCC
when foreclosed real estate assets are included. Further pressure
on capital adequacy is exerted by the bank's large investments in
real estate funds.

Liquidity and funding are improving and are generally stable, but
still partly rely on central bank funding. The bank successfully
increased the share of retail funding both in the form of
deposits and bonds in recent years, despite a severe domestic
recession. At end-1H14 these accounted for more than 85% of
Montepio's non-equity funding.

Reliance on ECB funding is declining and totaled just under EUR2
billion at end-1H14, down from EUR3.3 billion at end-2013.
Although the pace of reduction was stronger than that seen for
the whole domestic banking system in the same period, the ECB
funding-to-total assets ratio of Montepio is in line with the
national average of around 8%.

Rating Sensitivities -- VR

Montepio's VR could benefit from a sustained improvement in core
profitability, supporting a greater loss absorption capacity and
a more marked improvement in asset quality trends.

A downgrade would likely be driven by external factors, such as a
particularly sharp deterioration in the domestic economy and of
its property market, that result in a material weakening of the
bank's asset quality. A downgrade may also result from increasing
loan impairment charges penalizing earnings and capital.

Key Rating Drivers and Sensitivities - Dated Subordinated Debt

The bank's dated subordinated debt is notched down once from its
VR, in accordance with Fitch's criteria and reflecting its
subordination and a lack of coupon flexibility. The rating of the
subordinated debt is therefore primarily sensitive to a change in
Montepio's VR.

The rating actions are as follows:

Long-term IDR: affirmed at 'BB'; Outlook Negative
Short-term IDR: affirmed at 'B'
VR: affirmed at 'b+'
SR: affirmed at '3'
SRF: affirmed at 'BB'
Senior unsecured debt long-term rating affirmed at 'BB'
Senior unsecured debt short-term rating affirmed at 'B'
Subordinated debt affirmed at 'B'



===========
R U S S I A
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GLOBALTRANS INVESTMENT: Fitch Affirms 'BB' IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Globaltrans Investment Plc's (GLTR)
Long-term foreign currency Issuer Default Rating (IDR) at 'BB'
with a Stable Outlook.

GLTR's ratings reflect its solid business and financial profile
but also consider its exposure to cyclical commodity industries.
GLTR is smaller than UCL Rail B.V. but has a younger fleet, and
its customer base is more concentrated, with a focus on higher
margin cargoes.

KEY RATING DRIVERS

One of the Largest Private Operators

GLTR is one of the largest private freight rail transportation
groups in Russia with a market share of about 8.3% of total
freight volume transported by rail in Russia during 2013.  In
2012-2013 GLTR acquired captive rail freight operators of JSC
Holding Company Metalloinvest (Metalloinvest; BB/Stable) and OJSC
Magnitogorsk Iron & Steel Works (MMK; 'BB+/Negative) with about
12 thousand units of rolling stock in total, which were deployed
mainly with these two existing customers.

Limited Leverage Headroom

GLTR's funds flow from operations (FFO) adjusted net leverage
reached 2.1x in 2012-2013 and Fitch Ratings expects it to remain
slightly above 2x in 2014, but to fall below this level in future
due to low capex expectation.  Failure to keep leverage ratios
below 2.25x may put pressure on the rating.

Cash Generative Profile

The company's financial profile is supported by a healthy
adjusted EBITDA margin of about 45% on average during 2008-2013,
adjusted for pass-through costs.  Fitch expects GLTR to report
strong cash flows from operation (CFO) over the medium term and
free cash flow is expected to remain positive over the same
period due to low capex expectations.

Modern Fleet, Higher-Priced Cargo Dominate

GLTR's ratings benefit from its competitive position compared
with its Russian peers as it owns a relatively modern railcar
fleet with an average age of about eight years at end-1H14.  As a
result, GLTR's maintenance and fleet renewal costs are a smaller
burden on cash flow.  The company's ratings also benefit from the
dominance of higher-priced cargo transportation, including oil
products and oil and metallurgical cargoes, which accounted for
76% of total freight rail turnover making 84% of net revenue from
operation of rolling stock in 1H14.

Customer Concentration, Short-term Contracts

GLTR's rating is constrained by customer concentration as its top
four customers accounted for about 72% of net revenue from
operation of rolling stock in 1H14 as well as sizable portion of
one-year-term transportation agreements under which the company
operates.  Although customer concentration is higher compared
with rated peers, it is mitigated by the counterparties' market
positions and credit profiles as well as prepayment terms under
the majority of transportation agreements in common with its
peers.

Fitch notes that in order to increase its cash flow visibility,
GLTR entered into a three year service contract with
Metalloinvest in May 2012 (that has been extended for additional
19 months in Jan. 2014) and a five year service contract with MMK
in Feb. 2013, which secure a significant portion of GLTR's non-
oil fleet.  In addition, GLTR intends to diversify its customer
base by increasing the number of mid- and small size clients.
Possible introduction of longer-term agreements with other large
customers may further increase the company's cash flow
visibility.

Lease-Adjusted Ratios

GLTR's leased-in rail fleet fluctuated between 6%-25% of total
owned and leased-in rail fleet in 2008-1H14.  Fitch expects the
share of leased-in rail fleet to be around 4%-5% of total owned
and leased in rail fleet over the medium term.  Fitch treated
operating lease rentals as a debt-like obligation and applied a
5x multiple to capitalize the related costs as Fitch expect that
part of the operating lease agreements will be maintained over
the long term.  Fitch expects GLTR's FFO adjusted net leverage to
remain at slightly above 2x at end-2014 and to then improve.
This leverage expectation and FFO fixed charge coverage of around
3.6x on average support the ratings.

Elevated Volume Risks

Similarly to its peers, GLTR's strengths are partially offset by
the company's exposure to cyclical commodity industries.  Fitch
assesses GLTR's volume risk as elevated, although this is
mitigated by a comparatively low share of fixed costs in the
company's cost structure and signed medium- to long term
contracts with Metalloinvest and MMK that were responsible for
about 31% of net revenue from operation of rolling stock in 1H14.
Additionally, in 2014 GLTR extended service contract with Rosneft
until March 2016 that accounts for about 31% of net revenue from
operation of rolling stock in 1H14.

Weaker Market Expectations

In Russia, railroads remain the main method of cargo
transportation, accountable for as much as 85% of total freight
turnover (excluding pipelines).  The growth of rail freight
turnover has been on average 1% below that of real GDP since
2002. Fitch expects weaker volume growth in the medium term given
slower GDP growth of 0.3%-1.6% over 2014-2016.  Thus, Fitch
expects market freight rates to grow slowly and below the rate of
inflation.

LIQIDITY AND DEBT STRUCTURE

Adequate Liquidity

Fitch views GLTR's liquidity at end-1H14 as adequate, consisting
of USD124 million of cash and cash equivalents, undrawn
facilities of USD195 million, several recently concluded
committed rouble denominated facilities and considering positive
free cash flow in 2014 (after dividends and capex), compared with
short-term maturities of USD573 million at end-1H14.  Although
the group does not have a centralized treasury, Fitch believes
that it can manage liquidity in an efficient and expeditious
manner mainly with dividends from its subsidiaries.

Secured Bank Debt

GLTR's outstanding debt at end-1H14 amounted to USD1 billion and
comprise mainly bank loans (USD639 million or 64%), bonds (USD334
million or 33%) and finance leases (USD27 million or 3%), the
latter are common for the sector.  At end-1H14 almost all of
outstanding bank debt was secured by a pledge of rail fleet.

RATING SENSITIVITIES

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

   -- Diversification of the customer base and lengthening of
      contract duration with volume visibility with key
      customers.

   -- A sustained decrease in FFO lease-adjusted net leverage
      below 1.0x and FFO fixed charge coverage of above 5.0x.

   -- Sustained stronger economic growth and infrastructure
      improvements and/or a substantial increase in GLTR's market
      share in terms of fleet number and therefore transported
      volumes and revenue generated allowing greater efficiency.

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

   -- A sustained rise in FFO lease-adjusted net leverage above
      2.25x would be negative for the ratings, and may lead to
      further review and ratings implications due to complex
      corporate structure.

   -- Sustained slowdown of the Russian economy leading to a
      material deterioration of the group's credit metrics.

   -- Unfavourable changes in Russian legislative framework for
      the railway transportation industry, which continues to be
      reformed.

Fitch has affirmed these ratings:

Long-term foreign currency IDR at 'BB'; Outlook Stable
Long-term local currency IDR at 'BB' Outlook Stable
Short-term foreign currency IDR at 'B'
Short-term local currency IDR at 'B'
National Long-term rating at 'AA-(rus)'; Outlook Stable


KURSK REGION: Fitch Affirms 'BB+' IDR; Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed Russian Kursk Region's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at
'BB+', with Stable Outlooks, and its Short-term foreign currency
IDR at 'B'.  The agency has also affirmed the region's National
Long-term rating at 'AA(rus)' with Stable Outlook.

KEY RATING DRIVERS

The affirmation reflects the region's low direct risk and
contingent liabilities and a large capacity to self-finance
capex. The ratings also factor in the moderate size of the
region's budget, satisfactory operating balance and modest, but
growing, local economy.

Fitch expects the operating balance will stabilize at 5%-7% of
operating revenue in the medium term, which is lower than the
average of 18% during 2009-2012.  In 2013, the operating balance
deteriorated to 4.9% of operating revenue, due to a significant
17% increase in operating expenditure following the federal
government's decision to increase public sector salaries.  Fitch
forecasts that pressure on the operating expenditure will
continue in the medium-term.  Positively, Fitch expects the
operating balance to remain sufficient for debt servicing needs
in 2014-2016.

Fitch believes the region will reduce its historically high capex
to 16%-18% of total spending over the medium term (2011-2013:
average 26%) to limit its budget deficit at an average 5% of
total revenue.  The region's self-financing capacity (current
balance and capital revenue) is forecast to remain strong and to
cover around 75% of capex in 2014-2016 (2013: 80%).

Fitch expects the region's direct risk will remain low in the
medium term, and to account for around 15% of current revenue in
2014, supporting its strong debt payback ratio of three years.
As of Nov. 1, 2014, the region was free from commercial debt, and
had only RUB3.8bn of federal budget loans.  The region's
administration aims to minimize the share of market debt in total
debt to save on interest costs.

Up to end-2014 Kursk faces a refinancing of RUB2.1bn of budget
loans, which corresponds to 56% of total direct risk.  The region
will refinance the maturing obligations with bank loans.  Fitch
estimates Kursk's refinancing pressure as low due to the overall
low level of debt, the non-commercial nature of debt and an
available RUB2.4bn of credit lines, which fully cover its
refinancing needs.

The region has not provided guarantees since 2008 and the stock
of guarantees issued to agricultural companies during 2005-2007
decreased to RUB0.4bn as of Nov. 1, 2014, which corresponds to a
low 1% of operating revenue (2013: RUB1.1bn).  Kursk's public-
sector entities were debt-free in 2013.

During 2011-2013 the region's economic growth outpaced the
national average.  The administration expects 4% growth of gross
regional product (GRP) for 2014, which should again outperform
the national average.  Nevertheless, the region's economy is
still modest, with GRP per capita 7% lower than the national
median in 2012.  The region has a diversified industrial sector
and is strong in agriculture.

RATING SENSITIVITIES

Growth of short-term debt leading to high refinancing pressure,
accompanied by further deterioration of operating performance,
would lead to a downgrade.

The restoration of the operating balance to its historically high
level of around 15% of operating revenue, coupled with debt
payback aligned with the average maturity profile of the region's
debt, would lead to an upgrade.


NEW FORWARDING: Fitch Rates Proposed Notes 'BB(EXP)'
----------------------------------------------------
Fitch Ratings has assigned Opened joint-stock company New
Forwarding Company's (NFC) proposed notes to be issued under a
RUB15 billion prospective domestic bond program an expected local
currency senior unsecured rating of 'BB(EXP)' and an expected
National senior unsecured rating of 'AA-(rus)(EXP)'.

NFC is a fully consolidated operating subsidiary of Globaltrans
Investment Plc (GLTR; BB/Stable). The final ratings are
contingent on the receipt of final documents conforming
materially to information already received.

Fitch rates the proposed domestic notes to be issued by NFC, one
of GLTR's key subsidiaries, in line with GLTR's Long-term local
currency IDR due to the benefit of the irrevocable offer to be
issued by GLTR.

GLTR's ratings reflect its solid business and financial profile
but also consider its exposure to cyclical commodity industries.
GLTR is smaller than UCL Rail B.V. but has a younger fleet, and
its customer base is more concentrated, with a focus on higher
margin cargoes.

Key Rating Drivers for the Bonds

GLTR's Opco to Issue Bonds
NFC is one of GLTR's main operating subsidiaries. It plans to
issue three series of RUB5 billion notes under the proposed RUB15
billion domestic bond program with maturity ten years after the
issuance date with a possible put option earlier. NFC is 100%
owned by GLTR and fully consolidated in the group accounts. NFC
generates around 30% of GLTR's group revenue and owns about 37%
of its PPE in 2013. NFC's leverage level is somewhat higher than
that of GLTR. GLTR provides sureties for all NFC's outstanding
bank loans and bonds at end-1H14.

Irrevocable Offer

Bondholders will benefit from an irrevocable offer to be issued
by GLTR, which makes this instrument effectively recourse to GLTR
group. The mechanism of irrevocable undertaking or offer provides
for an offer to purchase bonds if the issuer (NFC) is in default.
As a result, this mechanism would expose bondholders to the same
expected recoveries as senior unsecured creditors of GLTR.

Bonds Rated in Line with IDR

Fitch understands that GLTR's obligation under the irrevocable
offer will rank pari passu with its unsecured obligations. As a
result, Fitch has assigned the proposed notes an expected local
currency senior unsecured rating in line with GLTR's Long-term
local currency IDR. Fitch has not applied any notching to the
senior unsecured rating compared with the Long-term IDR because
prior-ranking debt constitutes less than 2x of group EBITDA.

Bonds Proceeds Mainly For Refinancing

The bonds' proceeds are intended to be used for general corporate
purposes, mainly for refinancing of bonds maturing in March 2015.
GLTR does not expect its leverage to materially increase as a
result of this transaction.

Key Rating Drivers For GLTR

One of Russia's Largest Private Operators
GLTR is one of the largest private freight rail transportation
groups in Russia with a market share of about 8.3% of total
freight volume transported by rail in Russia during 2013. In
2012-2013, GLTR acquired captive rail freight operators of JSC
Holding Company Metalloinvest (Metalloinvest; BB/Stable) and OJSC
Magnitogorsk Iron & Steel Works (MMK; BB+/Negative) with about 12
thousand units of rolling stock in total, which were deployed
mainly with these two existing customers.

Limited Leverage Headroom

GLTR's funds flow from operations (FFO) adjusted net leverage
reached 2.1x in 2012-2013 and Fitch expects it to remain slightly
above 2x in 2014, but to then fall below this level due to low
capex expectation. Failure to keep leverage ratios below 2.25x
may put pressure on the rating.

Cash Generative Profile

The company's financial profile is supported by a healthy
adjusted EBITDA margin of about 45% on average during 2008-2013,
adjusted for pass-through costs. Fitch expects GLTR to report
strong cash flows from operation (CFO) over the medium term and
free cash flow is expected to remain positive over the same
period due to low capex expectations.

Modern Fleet, Higher-Priced Cargo Dominate

GLTR's ratings benefit from its competitive position compared
with its Russian peers as it owns a relatively modern railcar
fleet with an average age of about eight years at end-1H14. As a
result, GLTR's maintenance and fleet renewal costs are a smaller
burden on cash flow. The company's ratings also benefit from the
dominance of higher-priced cargo transportation, including oil
products and oil and metallurgical cargoes, which accounted for
76% of total freight rail turnover making 84% of net revenue from
operation of rolling stock in 1H14.

Customer Concentration, Short-term Contracts

GLTR's rating is constrained by customer concentration as its top
four customers accounted for about 72% of net revenue from
operation of rolling stock in 1H14 as well as sizable portion of
one-year term transportation agreements under which the company
operates. Although customer concentration is higher compared with
rated peers, it is mitigated by the counterparties' market
positions and credit profiles as well as prepayment terms under
the majority of transportation agreements in common with its
peers.

Fitch notes that in order to increase its cash flow visibility,
GLTR entered into a three-year service contract with
Metalloinvest in May 2012 (which was extended for an additional
19 months in January 2014) and a five-year service contract with
MMK in February 2013, which secure a significant portion of
GLTR's non-oil fleet. In addition, GLTR intends to diversify its
customer base by increasing the number of mid- and small size
clients. The possible introduction of longer-term agreements with
other large customers may increase the company's cash flow
visibility.

Lease-Adjusted Ratios

GLTR's leased-in rail fleet fluctuated between 6%-25% of total
owned and leased-in rail fleet in 2008-1H14. Fitch expects the
share of leased-in rail fleet to be around 4%-5% of total owned
and leased in rail fleet over the medium term. Fitch treated
operating lease rentals as a debt-like obligation and applied a
5x multiple to capitalize the related costs as Fitch expect that
part of the operating lease agreements will be maintained over
the long term. Fitch expects GLTR's FFO adjusted net leverage to
remain at slightly above 2x at end-2014 and to then improve. This
leverage expectation and FFO fixed charge coverage of around 3.6x
on average support the ratings.

Elevated Volume Risks

Similar to its peers, GLTR's strengths are partially offset by
the company's exposure to cyclical commodity industries. Fitch
assesses GLTR's volume risk as elevated, although this is
mitigated by a comparatively low share of fixed costs in the
company's cost structure and signed medium- to long term
contracts with Metalloinvest and MMK that were responsible for
about 31% of net revenue from operation of rolling stock in 1H14.
Additionally, in 2014 GLTR extended a service contract with
Rosneft until March 2016 that accounts for about 31% of net
revenue from operation of rolling stock in 1H14.

Weaker Market Expectations

In Russia, railroads remain the main method of cargo
transportation, accountable for as much as 85% of total freight
turnover (excluding pipelines). The growth of rail freight
turnover has been on average 1% below that of real GDP since
2002. Fitch expects weaker volume growth in the medium term given
slower GDP growth of 0.3%-1.6% over 2014-2016. Thus, Fitch
expects market freight rates to grow slowly and below the rate of
inflation.

Liqidity and Debt Structure

Adequate Liquidity

Fitch views GLTR's liquidity at end-1H14 as adequate, consisting
of USD124 million of cash and cash equivalents, undrawn
facilities of USD195 million, several recently concluded
committed rouble-denominated facilities and considering positive
free cash flow in 2014 (after dividends and capex), compared with
short-term maturities of USD573 million at end-1H14. Although the
group does not have a centralized treasury, Fitch believes that
it can manage liquidity in an efficient and expeditious manner
mainly with dividends from its subsidiaries.

Secured Bank Debt

GLTR's outstanding debt at end-1H14 amounted to USD1 billion and
comprise mainly bank loans (USD639 million or 64%), bonds (USD334
million or 33%) and finance leases (USD27 million or 3%), the
latter are common for the sector. At end-1H14, almost all of
outstanding bank debt was secured by a pledge of rail fleet.

Rating Sensitivities

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

-- Diversification of the customer base and lengthening of
    contract duration with volume visibility with key customers.
-- A sustained decrease in FFO lease-adjusted net leverage below
    1.0x and FFO fixed charge coverage of above 5.0x.
-- Sustained stronger economic growth and infrastructure
    improvements and/or a substantial increase in GLTR's market
    share in terms of fleet number and therefore transported
    volumes and revenue generated allowing greater efficiency.

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

-- A sustained rise in FFO lease-adjusted net leverage above
    2.25x would be negative for the ratings, and may lead to
    further review and ratings implications due to complex
    corporate structure.
-- Sustained slowdown of the Russian economy leading to a
    material deterioration of the group's credit metrics.
-- Unfavorable changes in Russian legislative framework for the
    railway transportation industry, which continues to be
    reformed.

Fitch has assigned the following ratings:

NFC

Expected local currency senior unsecured rating of 'BB(EXP)'
Expected National senior unsecured rating of 'AA-(rus)(EXP)'

GLTR's ratings are as follows:

Long-term foreign currency IDR at 'BB'; Outlook Stable
Long-term local currency IDR at 'BB' Outlook Stable
Short-term foreign currency IDR at 'B'
Short-term local currency IDR at 'B'
National Long-term rating at 'AA-(rus)'; Outlook Stable


SOVCOMFLOT: Fitch Revises Outlook to Stable & Affirms 'BB-' IDR
---------------------------------------------------------------
Fitch Ratings has revised Russia-based OAO Sovcomflot's Outlook
to Stable from Negative and affirmed its Long-term Issuer Default
Rating (IDR) at 'BB-'.  Fitch has also affirmed SCF Capital
Limited's senior unsecured notes, which are guaranteed by OAO
Sovcomflot, at 'BB-'.

The Outlook revision reflects the improvement of Sovocmflot's
financial profile in 9M14 and Fitch's expectations for a stronger
than previously forecast performance in 2014 and over 2015-2017,
mainly driven by a tanker shipping sector recovery.  Fitch's
current forecast does not take into account the proceeds of a
potential IPO as the IPO timing remains uncertain due to high
political risk even though the industry's fundamentals are
improving.  Should the company proceed with the IPO, the receipt
of proceeds is likely to have a material positive impact on its
credit metrics.

The company continues to benefit from a strong business profile,
which we assess to be in the high 'BB' rating category.
Sovcomflot's 'BB-' Long-term IDR incorporates a single-notch
uplift for state support to its standalone rating of 'B+'.  Fitch
continues to align the senior unsecured rating with the company's
Long-term IDR.

KEY RATING DRIVERS

Stronger Financial Profile Expected

The Outlook revision reflects Fitch's expectations that the
company's credit metrics are likely to outperform our previous
forecast for 2014 and over 2015-2017, due to a faster-than-
expected industry recovery.  Sovcomflot's EBITDA rose 35% yoy to
USD417.6 million in 9M14, paving the way for a solid full year
performance.

The expected continuing recovery of the shipping sector will
support the improvement of the company's credit metrics over
2015-2017.  Fitch forecasts funds from operations (FFO) adjusted
net leverage to fall to about 5.8x in 2014 from 7.5x in 2013 and
to decline further in 2015.  Fitch expects FFO fixed charge cover
to increase to slightly above 2.5x in 2014 from 2.1x in 2013 and
to stay above 2.5x over 2015-2017.  This forecast is driven
mainly by sector fundamentals and does not take into account
proceeds from the potential IPO.

Sizeable Capex to Continue

Despite challenging industry conditions, Sovcomflot has
maintained high capex levels and Fitch forecasts its investments
to remain high in the medium-term given the company's plan to
continue expanding its modern and technologically advanced fleet,
including in its LNG and offshore business.  Sovcomflot plans to
acquire 10 new vessels (including VLCC and LNG) over 2015-2017
and as a result Fitch do not expect a significant reduction of
its average annual capex, which will remain around USD500
million.  Its maintenance capex is low at around USD40 million
annually.  As a result of the intensive capex program, we
forecast that Sovcomflot will remain free cash flow (FCF)
negative over 2014-2017, despite rather solid operating cash flow
generation.  This implies that a large portion of its capex will
be debt-funded.

Improving Industry Fundamentals

Fitch continues to expect better supply/demand balance for tanker
shipping in 2015 due to moderating supply growth supporting
capacity discipline and growing oil consumption, coupled with
regional changes in oil demand patterns, having a positive tonne-
mile effect on tanker demand.  While the US oil production is
increasing thus reducing its reliance on imports, west African
oil destined for the US market has been redirected to Asia,
mainly China.  This supports higher tonne-mile demand.  Fitch
expects tanker rates to increase in 2015 but to remain volatile.

IPO Timing Remains Uncertain

Should Sovcomflot's IPO take place, it is likely to materially
improve its credit metrics and may lead to a positive rating
action, provided that the shipping sector fundamentals remain in
line with our expectations.  In Fitch's previous financial
forecasts, we assumed the recapitalization associated with the
IPO to take place in 2015; however, our current financial
forecast does not take into account proceeds from the potential
IPO as its timing remains uncertain.  Although the government (as
Sovcomflot's sole shareholder) has already made the necessary
administrative preparations for the IPO to take place in 2014, it
was further postponed due to high political risk and volatile
financial markets.

Solid Business Profile

Fitch views Sovcomflot's business profile as commensurate with
the high 'BB' rating category.  Its strength is underpinned by a
fairly high share of long-term contracts, with about USD9 billion
of contracted revenue (including JVs) mainly over 2014-2028, and
with about two-thirds of the fleet being on time charters in
1H14.  It is also gradually shifting towards more profitable
segments (eg LNG, LPG and offshore), which are expected to
account for half of its time charter equivalent revenue by 2020,
from about a third in 2013.  Strong operations are also supported
by the company's leading global position as tanker owner and in
certain niche markets, by a fairly young fleet and diversified
customer base.

One-Notch Uplift for State Support

Sovcomflot's 'BB-' Long-term IDR incorporates a one-notch uplift
to its standalone rating of 'B+' for state support as Fitch
assesses the strategic, operational and, to a lesser extent,
legal ties between the group and its 100% parent (the state) as
moderately strong, despite the planned partial privatization of
the company.  The strength of the ties is supported by Sovcomflot
being integral to the Russian government's energy strategy,
benefiting from the country's growing oil and gas market, close
working relationship with state-owned oil and gas companies and
tangible financial support received in the past.

Senior Unsecured Rating

The rating of the senior unsecured notes remains aligned with the
company's Long-term IDR given adequate unencumbered assets, the
value of which remained at around 2x of unsecured debt.  However,
we would consider decoupling the ratings should the amount of
unencumbered assets fall below this level.

LIQUIDITY & DEBT STRUCTURE

Fitch views Sovcomflot's liquidity as adequate as the company's
cash position of USD308.5 million at end-9M14 (including cash in
retention accounts and in restricted deposits for the purpose of
certain loans' repayment) along with its committed credit lines
of USD120 million (two-thirds of which are due in 2018-2019) as
of end-9M14 was sufficient to cover its short-term debt of
USD411.4 million.  Its debt repayment schedule is well balanced
with a peak in 2017 due to the maturity of its USD800 million
eurobonds.  A large portion of balloon repayments due in 2015
(about half of all the repayments in 2015) is likely to be rolled
over in line with the usual practice of the company.  At the same
time, Fitch expects Sovcomflot to remain FCF negative over 2014-
2017, and to debt-fund a large part of its capex.  The company's
cash is kept mainly in USD and is placed either with
international banks or low investment-grade rated Russian banks.

RATING SENSITIVITIES

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

   -- Material improvement of the company's credit metrics, with
      FFO adjusted net leverage below 5.5x and FFO fixed charge
      cover above 2.5x on a sustained basis, due to, among other
      things, strong recovery of the tanker industry, significant
      downsizing of the capex program and/or reinvestment of IPO
      proceeds

   -- Evidence of stronger state support

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

   -- Decline of tanker rates and/or more sizeable capex
      resulting in further deterioration of the company's credit
      metrics (eg FFO adjusted net leverage above 6x and FFO
      fixed charge coverage below 2x on a sustained basis)

   -- Evidence of weaker state support

   -- Unencumbered assets falling below 2x of unsecured debt,
      which would lead to a downgrade of the senior unsecured
      rating


STAVROPOL REGION: Fitch Affirms 'BB' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Russian Stavropol Region's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at 'BB'
and its National Long-term rating at 'AA-(rus)' with Stable
Outlooks.  The Short-term foreign currency IDR has been affirmed
at 'B'.

The region's outstanding senior unsecured domestic bonds have
also been affirmed at 'BB' and 'AA-(rus)'.

KEY RATING DRIVERS

The affirmation reflects Fitch's unchanged baseline scenario
regarding Stavropol's satisfactory operating performance amid
stagnating operating revenue and moderate, albeit growing, direct
risk with a smooth maturity profile.  The ratings also factor in
a persistent capex-driven budget deficit, moderate refinancing
pressure and the region's below-national average wealth and
economic indicators.

Fitch expects the region's direct risk will increase in 2014-2016
and will reach 50% of current revenue by end-2016 (2013: 29%),
which is still moderate in the international context.  The debt
increase will be fuelled by a persistent budget deficit estimated
at 7%-9% of total revenue in 2014-2016, driven by continuing high
capex amid a deceleration of operating revenue and by the
rigidity of the majority of operating expenditure.  The latter
are mostly social spending and include salaries of public
employees and transfers to municipalities and residents under
different social programs.

Stavropol needs to repay RUB3 billion of issued bonds and RUB1.7
billion of budget loans maturing in 2014-2015, which corresponded
to a moderate 31% of direct risk as of Nov. 1, 2014.  For 10M14
Stavropol refinanced its short-term bank loans with two-year bank
loans, reducing refinancing pressure for the next 12 months but
contributing to a higher refinancing peak in 2016.

Due to its persistent budget deficit the region is dependent on
access to financial markets for debt refinancing.  Stavropol had
unutilized credit lines of RUB15 billion as of Nov. 1, 2014 to
refinance maturing debt and to fund the expected budget deficit.
Fitch expects that the region will also use part of its high cash
reserves of RUB3 billion to limit debt growth.

Stavropol's direct risk is well-structured and has a smooth
maturity profile.  As of Nov. 1, 2014, it consisted of RUB7.8
billion of five- and seven-year bonds, RUB3 billion of two- and
three-year bank loans and RUB5 billion of budget loans maturing
between 2014 and 2017.

Fitch expects the operating balance will slightly deteriorate in
the medium term but remain sound at 7%-8% (2013: 10%) of
operating revenue due to a deceleration of tax revenue, and a
decline in current transfers after a significant rise of 26% in
2013.

Stavropol's socio-economic profile is historically weaker than
that of the average Russian region and is dominated by
agriculture and food processing.  Its per capita gross regional
product (GRP) was about 63% of the national median in 2012.
However, the region's economy is less dependent on the external
environment, which can prove volatile.  The regional government
expects average regional GDP growth of 2.7% p.a. in 2014-2016.

RATING SENSITIVITIES

A sustained sound operating balance at about 10% of operating
revenue and debt coverage (2013: 3.6 years) in line with average
maturity profile (2013: four years) would lead to an upgrade.

Weakening of the operating margin towards zero, coupled with an
increase in direct risk above 50% of current revenue, would lead
to a downgrade.


TVER REGION: Fitch Raises IDR to 'B+'; Outlook Positive
-------------------------------------------------------
Fitch Ratings has upgraded the Russian Tver Region's Long-term
foreign and local currency Issuer Default Ratings (IDR) to 'B+'
from 'B' and affirmed its Short-term foreign currency IDR at 'B'.
The National Long-term rating has been upgraded to 'A(rus)' from
'BBB+(rus)'.  The Outlooks on the Long-term IDRs and National
Long-term rating are Positive.

The region's outstanding senior unsecured domestic bonds' ratings
(ISINs RU000A0JR639, RU000A0JTGN5, RU000A0JUAX5) have also been
upgraded to 'B+' from 'B' and to 'A(rus)' from 'BBB+(rus)'.

The upgrade reflects the region's improved fiscal performance
during 2013-10M14, which led to a restoration of the operating
balance and a narrowing of the budget deficit before debt
variation beyond Fitch's projections.

The Positive Outlook reflects Fitch's expectation that the
region's budgetary performance will continue to improve over the
medium-term based on the administration's commitment to control
spending.  Extra support from the federal government in the form
of subsidized budget loans will help limit Tver's interest
payments over the medium-term.

KEY RATING DRIVERS

The rating actions reflect the following rating drivers and their
relative weights:

High:

Tver recorded a surplus budget for 10M14.  Fitch expects the
operating balance to be 6.5% of operating revenue in 2014-2016,
up from 3.7% in 2013.  This will be supported by continued strict
control over operating expenditure and growth of tax revenue,
driven by a recovery of corporate income tax and reallocation of
a higher share of personal income tax to the regional level.
Fitch also expects a positive current balance in 2014, reversing
a trend of current deficit over the last three years.

A strengthened operating balance and lower capex, which we expect
to fall below 10% of total spending (2012-2013: 14%), should
narrow the budget deficit to 7% of total revenue in 2014 and 3%-
4% over the medium term.  The region reported large budget
deficits during 2009-2012, averaging at 10% of total revenue per
year, which led to a heavy debt burden peaking at 63% of current
revenue in 2013.

Medium:

Fitch expects the region's direct risk will stabilize at around
60% of current revenue in the medium-term, alongside a shrinking
budget deficit.  Debt payback (direct risk-to-current balance)
will exceed the region's debt maturity profile, due to a still
weak current balance.

Tver remains exposed to refinancing pressure in 2014-2016 for 89%
of total direct risk.  The region plans to refinance RUB6.5
billion of debt obligations due in 2014 -- 31% of total direct
risk -- with committed loans from the federal budget, thus
replacing part of its commercial debt with subsidized quasi-debt
instruments.  Budget loans have a three-year maturity and are
provided at 0.1% interest rates.  Refinancing part of the
commercial debt with subsidized budget loans will offset rising
interest costs on market borrowing.

Tver Region's ratings also reflect the following rating drivers:
The region has a moderately developed economy, which is dominated
by a well-diversified industrial sector. GRP per capita was 18%
below the national median in 2012.  In 2013 GRP grew 1.3% yoy, in
line with the national average.  The administration expects the
regional economy will see modest growth over the medium-term.

RATING SENSITIVITIES

Maintaining an operating balance that is sufficient to cover
interest payments, coupled with debt metrics being in line with
Fitch's forecasts, would lead to an upgrade.



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


ABENGOA SA: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Abengoa S.A.'s B2 corporate
family rating (CFR), B2-PD probability of default rating (PDR),
as well as B2 senior unsecured debt ratings of Abengoa and its
guaranteed subsidiaries. The outlook on the ratings is stable. At
the same time, Moody's believes that the positioning of Abengoa
in the B2 rating category has weakened considerably.

Ratings Rationale

This weakening relates to a substantial rise in the amount of
Abengoa's non-recourse debt in process (NRDP), which has
increased from EUR600 million as of December 2013 to around
EUR1.6 billion as of September 2014. Under NRDP Abengoa reports
debt instruments (green bonds and various bridge loans) that
serve as bridge financing for concession projects until all
conditions precedent have been met to obtain long-term project
financing. Using the rationale that the purpose of such debt
instruments is to pre-finance concessions, Abengoa has so far not
included this type of debt in its corporate leverage calculation,
treating it as a non-recourse in its books.

Moody's however cautions that NRDP is backed by a guarantee
provided by Abengoa S.A., which exposes Abengoa directly to a
number of operational and regulatory risks until the long-term
project financing is concluded. Thus, Moody's will include NRDP
in Moody's corporate leverage metrics going forward, also
considering its increased materiality and the rating agency's
expectation that NRDP will not decrease to the levels that could
be considered immaterial for Moody's analysis.

These factors are somewhat mitigated by Abengoa's robust track
record of converting such bridge financing into long-term
funding. Such a qualitative record of the company's abilities
allows Moody's to tolerate higher corporate leverage than it
would otherwise expect for the rating category. However, such
tolerance is subject to Abengoa's ongoing ability to manage the
size of the bridging exposure and the associated risks.

Abengoa's gross corporate leverage, including total outstanding
NRDP, leads to a ratio of around 7.6x on a gross basis as of
September 2014 and around 3.6x on a net basis, pro forma for the
recent asset sales to Abengoa Yield, as of the same date. This
positions Abengoa very weakly in the B2 rating category. While
Moody's does not explicitly take into account amounts related to
"confirming without recourse" in its leverage calculation, the
rating agency notes that this amount has increased significantly
in the current financial year, as indicated by the EUR 1 billion
in cash that Abengoa holds linked to suppliers as of September
2014 (total amount of "confirming without recourse" accounted for
EUR 469 million as of December 2013 and cash linked to suppliers
under this scheme accounted for EUR 369 million as of December
2013).

Rationale For Stable Outlook

The B2 rating with a stable outlook remains supported by
Abengoa's liquidity profile, which Moody's considers as adequate
at this stage. While the company reported corporate cash of
around EUR3.7 billion as of September 2014, only around EUR2.7
billion of this is unrestricted and freely available cash sitting
at a diversified pool of financial institutions with high credit
ratings, according to the company. The remainder is linked to
supplier payments (confirming with recourse).

Abengoa's debt maturity profile through 2015 appears manageable
in relation to the available cash buffer. However, given the
pronounced intra-year seasonality of Abengoa's net working
capital, Abengoa needs to maintain a high amount of operating
cash, which Abengoa estimates to be around EUR 1 billion at high
peak.

The rating agency also notes the step-change increase in the size
of the NRDP and the risk that this amount may rise further if
Abengoa continues to add new projects to its pipeline that
require this kind of pre-financing. However, these concerns are
mitigated to an extent by management's plans to limit NRDP
exposure. Under these plans, NRDP will cover no more than 25% of
cost on a per-project basis and long-term financing will be in
place within a maximum of 1-2 years of the start of each project.

Moody's also expects that Abengoa will start generate positive
FCF at corporate level on the back of lower equity contributions
to concessions, which Moody's expect to be matched with the
profit contribution from its Engineering and Construction
division, although with typical intra-year working capital
swings. In addition, Abengoa owns a 64% stake in listed Abengoa
Yield Plc, which owns several concession assets already in
operation. The sale of Abengoa Yield shares could provide Abengoa
will an additional liquidity cushion, if required.

While Abengoa Yield could potentially improve Abengoa's corporate
leverage through the acquisition of Abengoa's concession assets,
Moody's cautions that this would likely require the sale of
Abengoa's best-performing concession assets. However, if Abengoa
Yield were to finance such purchases by issuing debt, they would
have no effect on Abengoa's consolidated leverage given its
majority-ownership of Abengoa Yield (although the Abengoa Yield
debt would be non-recourse to Abengoa). At present, it remains to
be seen whether Abengoa will use proceeds from the sale of
concession assets to Abengoa Yield to reduce leverage at a
corporate level to ratios that would be more commensurate with
the current rating category.

What Could Change the Rating Up/Down

Negative pressure could be exerted on Abengoa's ratings if the
company fails to reduce its leverage both on a corporate and
consolidated basis to, for example, a Moody's adjusted net
consolidated debt/EBITDA ratio of around 8.0x (9.3x for last-12-
months to June 2014) or a gross corporate debt/EBITDA ratio of
below 7.0x in the next 12-18 months (7.6x per September 2014
including NRDP).

In the event that Abengoa fails to achieve these metrics, Moody's
will take into account the company's liquidity position, its
ability to generate sustainably positive FCF at corporate level,
the quality of Abengoa's investments, its financial strategy and
the maturity of its concession portfolio. The ratings could also
be downgraded if Abengoa fails to maintain NRDP exposure at a
manageable level.

Moody's could upgrade the ratings if Abengoa further improves the
transparency of the information. An upgrade would also require
building a further track record of successful concession asset
rotation through Abengoa Yield, leading to sustainable positive
FCF at corporate level and deleveraging, both at corporate and
consolidated level, for instance with a Moody's-adjusted net
consolidated debt/EBITDA ratio moving comfortably below 7.0x. In
addition, upward rating pressure would require maintenance of a
solid liquidity profile.

Principal Methodology

The principal methodology used in these ratings 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.

With this rating action, Moody's has also changed the application
of the industrial methodology, which previously was the Heavy
Manufacturing Methodology. Recently, Moody's has merged its Heavy
Manufacturing Methodology into its newly updated Manufacturing
Methodology. In addition, with the sale of Befesa at end-2013,
Moody's believes that the Construction Methodology would now be
more applicable to Abengoa's business model.

Abengoa S.A. is a vertically integrated environment and energy
group whose activities range from engineering and construction,
and the utility-type operation (via concessions) of solar energy
plants, electricity transmission networks and water treatment
plants to industrial production activities such as biofuels.
Headquartered in Seville, Spain, Abengoa generated EUR7.4 billion
in revenues in 2013 on a consolidated basis.


IBERCAJA BANCO: Fitch Revises Outlook to Pos. & Affirms 'BB+' IDR
-----------------------------------------------------------------
Fitch Ratings has revised Spain-based Ibercaja Banco, S.A.'s
Outlook to Positive from Stable.  The bank's Long-term Issuer
Default Rating (IDR) has been affirmed at 'BB+', Viability Rating
(VR) at 'bb+' and Short-term IDR at 'B'.  The agency has also
affirmed Ibercaja Banco's Support Rating (SR) of '3' and Support
Rating Floor (SRF) of 'BB+'.

The revision of the Outlook to Positive reflects Fitch's belief
that Ibercaja Banco's IDRs and VR could be upgraded if asset
quality improves and capital is further reinforced in the
foreseeable future.

KEY RATING DRIVERS -- IDRs AND VR

Ibercaja Banco's IDRs are driven by its standalone credit
fundamentals as captured by its VR.  The VR reflects Ibercaja
Banco's well-established franchise in its core market of Aragon,
and a fairly low risk business profile, focused largely on retail
mortgage lending which represented around two-thirds of gross
loans at end-3Q'14.  Problem assets, which include non-performing
loans (NPLs) and foreclosed assets, are still high but there is
evidence that volumes have stabilized over the last three
quarters.  The group performed well in the ECB's comprehensive
assessment and no capital shortfalls were identified.  This also
suggests adequate loan loss reserves, although unreserved problem
assets remain high in relation to Fitch core capital (FCC).

The VR also factors in Ibercaja Banco's ample customer funding
base and adequate liquidity.  Its large regional presence was
further reinforced by the acquisition in July 2013 of Banco Grupo
Cajatres, S.A.U. (BCaja3).  BCaja3 was legally and operationally
integrated into the parent in Oct. 2014.

Ibercaja Banco's portfolio of problem assets peaked in year-end
2013 and has since stabilized. Fitch expects problem assets to
trend downwards over the next few quarters as the economy slowly
recovers.

At end-3Q'14, the bank's NPL ratio reached 10.9% (13%, including
foreclosures), comparing well with domestic peers.  The legacy
exposure to real estate developers, which drove most of the past
deterioration, still makes up 14% of gross loans and foreclosures
and is reducing very slowly.  The level of reserves against NPLs
(55%) and foreclosed assets (50%) is, in Fitch's view, adequate
as the majority of these assets are also backed by mortgage
collateral.

Capitalization benefited from large capital gains generated from
the rotation of securities in the first half of 2014 (1H'14).  In
addition, capital was supported by lower deferred-tax asset
deductions following the Nov. 2013 amendment of Spanish corporate
tax legislation.  The FCC/weighted risks ratio, which is Fitch's
primary measure of capitalization, grew to 8.4% at end-3Q'14 from
around 6.1% at end-2013.  There are also EUR407 million
additional loss-absorbing buffers, in the form of contingent
convertibles from the Fund for Orderly Bank Restructuring, but
the bank plans to repay them by 2017.  The bank's transitional
Basel III common equity tier 1 ratio was a higher 10.7% at end-
1H'14.  As capital strengthening remains one of the bank's top
priorities, Fitch foresees some additional reinforcement over the
medium term.  A public listing of the bank's shares could achieve
this, although timing depends on market conditions.

Earnings generation is currently limited but may improve as
economic prospects improve and synergies from the BCaja3
transaction feed through.  Contributions from the insurance
subsidiaries are also relatively stable.

Ibercaja Banco's funding mix largely comprises a stable customer
deposit base that fully funds the loan book and covered bonds
with a well-diversified repayment structure.  The bank holds
large reserves of unencumbered assets, largely including Spanish
sovereigns.

RATING SENSITIVITIES -- IDRs, VR AND SENIOR DEBT

Ibercaja Banco's IDRs are sensitive to changes in the VR.  The
Positive Outlook indicates upward potential for Ibercaja Banco's
VR and, consequently IDRs.

The VR could be upgraded if there is a sustained material
reduction in problem assets, combined with further reinforcement
of capital.  Improvements in recurrent earnings could also be
ratings positive.  Conversely, any negative rating action, which
Fitch sees as unlikely in the short term, would arise from
unforeseen deterioration of asset quality and/or due to a
material weakening of earnings.

KEY RATING DRIVERS AND SENSITIVITIES -- SUPPORT RATING AND
SUPPORT RATING FLOOR

The SR and SRF reflect Fitch's belief that there is a moderate
likelihood of support for Ibercaja Banco from the Spanish
authorities, if ever needed.  This is because the bank's regional
importance is considered strong.

Ibercaja Banco's SR and SRF are sensitive to any weakening of
Fitch's assumptions regarding Spain's ability and propensity to
provide timely support to the bank.  The greatest sensitivity is
to progress made in implementation of the Bank Recovery and
Resolution Directive and Single Resolution Mechanism.  Fitch
expects to downgrade Ibercaja Banco's SR to '5' from '3' and
revise its SRF to 'No Floor' from 'BB+' by end-1H'15.  Timing
depends on progress made on bank resolution legislation.

Fitch has taken these rating actions on Ibercaja Banco:

  Long-term IDR: affirmed at 'BB+'; Outlook revised to Positive
  from Stable

  Short-term IDR: affirmed at 'B'

  Viability Rating: affirmed at 'bb+'

  Support Rating: affirmed at '3'

  Support Rating Floor: affirmed at 'BB+'


NOVO BANCO: Moody's Extends 'B3' Debt Rating Downgrade Review
-------------------------------------------------------------
Moody's Investors Service has extended its review for downgrade
of the B2 long-term deposit and B3 long-term senior debt ratings
of Novo Banco S.A. and its supported entities, because of the
prevailing uncertainties around the bank's creditworthiness and
financial profile, including details and clarity about its key
financial metrics. Concurrently, Moody's has extended its review
for upgrade of Novo Banco's standalone bank financial strength
rating of E (equivalent to a ca baseline credit assessment
(BCA)).

Ratings Rationale

The extension of the review for downgrade of Novo Banco's and its
supported entities deposit and debt ratings reflects the ongoing
uncertainty with respect to the bank's credit profile. Since its
creation and capitalization by the Portuguese Resolution Fund on
3 August 2014, Novo Banco has not publicly disclosed any
financial information that would provide guidance on the bank's
final balance sheet, profit and loss account, asset quality,
risk-absorption capacity or liquidity position. These relevant
metrics are essential for Moody's to assess the bank's
creditworthiness and conclude the rating review initiated on 12
August 2014 (see "Moody's assigns B3 senior debt and B2 deposit
ratings to Novo Banco; ratings on review for downgrade").

Moody's notes that it expects to receive necessary information to
conclude its assessment of Novo Banco's credit profile during the
extended review period.

The E/ca BFSR that Moody's assigned to Novo Banco reflects its
status as the successor to Banco Espirito Santo (BES, E/ca) and
the high degree of uncertainty around the bank's credit profile.
However, the rating agency placed the BFSR on review for upgrade
and noted that the BFSR could be raised if Moody's determined
that Novo Banco is fully and effectively protected from
problematic exposures and contingent liabilities related to BES's
insolvency.

What Could Move the Ratings Up/Down

Moody's says there are several issues that could limit the
potential improvement of Novo Banco's BFSR (1) evidence that
BES's failure has impaired the bank's franchise; (2) any impact
on the bank's business model, given that BES relied heavily on
its strong links to the Espirito Santo group; and (3) any
litigation risk or other remaining risks that could arise from
the insolvency of BES to the extent that they could also affect
Novo Banco.

Novo Banco's B3 long-term senior debt and B2 long-term deposit
ratings reflect the measures that the Portuguese authorities put
in place to protect Novo Banco's debt and deposit holders from
the resolution of BES. Both review for downgrade placements
indicate that the ratings could be lowered if Moody's assesses a
lower probability of government (systemic) support and that
potential improvement in the bank's BFSR does not offset this
risk.


PYMES SANTANDER 10: Moody's Rates EUR76MM Serie C Notes '(P)Ca'
---------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debts to be issued by Fondo de Titulizacion de
Activos PYMES SANTANDER 10 (the Fondo):

EUR2907M Serie A Notes, Assigned (P)A2 (sf)

EUR893M Serie B Notes, Assigned (P)Baa3 (sf)

EUR760M Serie C Notes, Assigned (P)Ca (sf)

FTA PYMES SANTANDER 10 is a securitization of standard loans and
credit lines granted by Banco Santander S.A. (Spain) (Santander;
Baa1/P-2; Stable Outlook) to small and medium-sized enterprises
(SMEs) and self-employed individuals.

At closing, the Fondo -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue three series
of rated notes. Santander will act as servicer of the loans and
credit lines for the Fondo, while Santander de Titulizacion
S.G.F.T., S.A. will be the management company (Gestora) of the
Fondo.

Ratings Rationale

As of October 2014, the audited provisional asset pool of
underlying assets was composed of a portfolio of 50,411 contracts
granted to SMEs and self-employed individuals located in Spain.
In terms of outstanding amounts, around 81.34% corresponds to
standard loans and 18.66% to credit lines. The assets were
originated mainly between 2013 and 2014 and have a weighted
average seasoning of 2.31 years and a weighted average remaining
term of 5.18 years. Around 22.13% of the portfolio is secured by
first-lien mortgage guarantees. Geographically, the pool is
concentrated mostly in Madrid (23.6%), Catalonia (15.45%) and
Andalusia (14.40%). At closing, any loans in arrears more than 15
days will be excluded from the final pool.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) a relatively short weighted average
life of around 2.8 years; (ii) a granular pool (the effective
number of obligors over 1,300); and (iii) a geographically well-
diversified portfolio. However, the transaction has several
challenging features: (i) a strong linkage to Santander related
to its originator, servicer, accounts holder and liquidity line
provider roles; (ii) no interest rate hedge mechanism in place;
and (iii) a complex mechanism that allows the Fondo to compensate
(daily) the increase on the disposed amount of certain credit
lines with the decrease of the disposed amount from other lines,
and/or the amortization of the standard loans. These
characteristics were reflected in Moody's analysis and
provisional ratings, where several simulations tested the
available credit enhancement and 20% reserve fund to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

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

In its quantitative assessment, Moody's assumed a mean default
rate of 16.94%, with a coefficient of variation of 35.75% and a
recovery rate of 40.0%. Moody's also tested other set of
assumptions under its Parameter Sensitivities analysis. For
instance, if the assumed default probability of 16.94%% used in
determining the initial rating was changed to 19.5% and the
recovery rate of 40% was changed to 35%, the model-indicated
rating for Serie A, Serie B and Serie C of A2(sf), Baa3(sf) and
Ca(sf) would be A3(sf), Ba2(sf) and Ca(sf) respectively. For more
details, please refer to the full Parameter Sensitivity analysis
included in the New Issue Report of this transaction.

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

In rating this transaction, Moody's used ABSROM to model the cash
flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the Inverse Normal distribution
assumed for the portfolio default rate. 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 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.

Therefore, Moody's analysis encompasses the assessment of stress
scenarios.

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
Santander.

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.



=====================
S W I T Z E R L A N D
=====================


SCHMOLZ + BICKENBACH: Moody's Raises Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has upgraded SCHMOLZ + BICKENBACH AG's
(S+B) corporate family rating (CFR) to B2 from B3 and probability
of default rating (PDR) to B2-PD from B3-PD. The rating of the
senior secured notes due 2019 issued by SCHMOLZ + BICKENBACH
Luxembourg S.A. (a wholly owned subsidiary of S+B) is also
upgraded to B2 from B3. The outlook on the rating is stable.

Ratings Rationale

The company's profitability and cash flow generation have
significantly improved since the beginning of the year, as a
result of the cumulative benefits from the higher volumes and
cost reduction initiatives. Moody's notes the emphasis that S+B
is putting on efficiency gains, rationalization and business
units restructuring that the company expects to result in a
greater focus on higher margin value added products. Moody's
expects that S+B's profitability will continue to improve and
will translate into positive free cash flow (FCF) in 2014 and
2015.

Moody's B2 rating reflects (1) the competitive nature of the
specialty steel industry; (2) the cyclical nature of the primary
end markets S+B serves; and (3) the limited costs the company has
under its control given that approximately two-thirds of its
costs are raw material costs. As a result, the company has little
pricing power in industry upcycles and experiences margin
shrinkage during downcycles, as evidenced by its low
profitability over the past two years. This, along with sustained
capex and high working capital swings, keeps cash flow generation
modest.

However, these negatives are partially offset by the company's
significant market share in its key markets, its production and
technological expertise, and its integrated business model, all
of which make it an important supplier and partner to a well-
diversified customer base. While S+B cannot control raw material
costs, it benefits from the industry-wide practice of passing
through scrap, nickel and other alloy costs through a surcharge
mechanism. Moody's also positively notes that the company has
significantly reduced its debt following the capital raise of
late 2013. The rating incorporates the expectation that leverage,
as measured by debt/EBITDA, will continue to improve,
predominantly owing to increasing EBITDA. Moody's expects that
S+B's debt/EBITDA will be around 4.5x at the end of 2014.

Rationale for The Stable Outlook

The stable rating outlook reflects the company's solid market
share, breadth of products, long-term customer relationships,
good liquidity, ability to pass through raw material costs
(alloys), and Moody's expectation for slow improvement of S+B's
profitability and leverage in the coming years.

Structural Considerations

The company's outstanding $167.7 million of senior secured notes
due 2019 are rated B2, at the same level as S+B's CFR, owing to
their pari passu ranking with much of S+B's other debt such as
its EUR450 million revolving credit facility (RCF). The notes
were issued by S+B Luxembourg S.A., a Luxembourg public limited
liability company and a wholly owned subsidiary of S+B AG. The
notes are supported by guarantees from each of the company's
subsidiaries that are guarantors under its RCF and by a first-
priority lien over receivables, inventory, and certain other
assets, but not PPE, of the issuer and the guarantors.

Liquidity Profile

The overall cash and liquidity position of the company is
adequate. S+B's cash balance benefitted from part of the
September 2013 capital increase proceeds left on the balance
sheet for corporate purposes. S+B can also rely on its EUR450
million revolving credit facility (RCF) and EUR300 million ABS
facility refinanced in June 2014 to support its operational
needs. Both facilities expire in April 2019. As of
September 30, 2014, S+B had EUR72 million of cash and
approximately EUR162 million and EUR95 million of availability
under its RCF and ABS program respectively. Moody's expects that
the company will be able to adequately meet all of its financial
covenant tests within the next 12 months.

What Could Change The Ratings Up/Down

SCHMOLZ + BICKENBACH's ratings could be upgraded if (1) EBIT
margin continues to improve towards 5%; or if (2) the company
consistently generates positive free cash flow or (3) the company
continues to deleverage its capital structure reaching a Moody's-
adjusted debt to EBITDA of 4.0x or lower.

A downgrade could be prompted if (1) S+B's fails to improve its
profitability; (2) liquidity deteriorates owing to higher capex
or working capital requirements resulting in negative FCF and
pressure on its financial covenants; or (3) Moody's-adjusted
leverage reaches 5.0x or above.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

SCHMOLZ + BICKENBACH AG is a leading global producer, processor
and distributor of specialty long steel products operating in all
major sub-segments of the specialty long steel market: quality
engineering steel, stainless long steel and tool steel. The
company operates nine production facilities in Europe and North
America (six with an on-site melt shop), 11 processing plants in
Europe and North America, and owns more than 80 distribution
branches in 35 countries around the world. For the full year
ended December 31, 2013, S+B sold 2,054 Ktonnes of steel material
generating revenues of EUR3.3 billion. EBITDA after applying
Moody's standard adjustments amounted to EUR211 million (before
EUR35 million of one-off extraordinary expenses related to the
restructuring program).



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


VAKIFLAR BANKASI: Fitch Affirms 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed T.C. Ziraat Bankasi A.S. (Ziraat),
Turkiye Halk Bankasi A.S. (Halk) and Turkiye Vakiflar Bankasi
T.A.O.'s (Vakifbank) Long-term Issuer Default Ratings (IDRs) at
'BBB-' with Stable Outlooks.

The banks are either fully or majority state-owned and represent
a combined share of roughly 30% of Turkey's banking sector
assets.

Key Rating Drivers -- VRs, Foreign Currency IDRS, National
Ratings, Debt Ratings

The affirmation of the banks' VRs at 'bbb-', and their Long-term
foreign currency IDRs at 'BBB-', reflects their well-established
franchises and largely sound financial metrics in terms of
profitability, asset quality, funding and capital. Fitch believes
the banks' capital adequacy ratios are sufficiently strong to
absorb the likely moderate increase in credit losses as loan
books season in a slower economy. Foreign currency (FC) liquidity
positions are reasonable, with potential risks from a reduction
in external market access less pronounced than for privately-
owned peers.

Ziraat is the country's largest deposit taker and leader in the
consumer loans segment, while Halk and Vakifbank are the fourth
and sixth-largest banks, respectively, in terms of deposits.
Ziraat and Halk perform policy roles as they are the sole
distributors of subsidised loans to the agricultural and SME
sectors, respectively. Only state-owned commercial banks are
eligible to receive savings deposits from certain state-owned
companies, and stable state-related deposits represent a high 30%
of total deposits at Vakifbank and around 20% at both Ziraat and
Halk. Ziraat, the largest of the state-owned banks, has a
particularly deep franchise, and its widespread branch network
provides it with significant competitive advantages. These
franchise strengths are an important driver of the bank's VR.

Loan growth in the banking sector has slowed somewhat in 2014
(13% in 9M14 compared with around 30% in 2013). Credit expansion
at Vakifbank and Halk has been roughly in line with the sector
average, but lending at Ziraat has grown at an exceptionally
rapid pace (by 55% in 2013; 20% in 9M14), reflecting a drive to
shift assets away from Turkish government bonds and into customer
(mainly corporate) loans. Fitch views Ziraat's risk appetite as
higher than its peers, given its recent rapid growth, which is
moderately negative for the bank's VR.

The impaired loan/total loan ratio at Ziraat (2%) is roughly in
line with the average reported by private sector peers, and lower
than at Halk and Vakifbank. However, this ratio in part reflects
recent rapid growth and is likely to increase as the portfolio
seasons. Loan quality has been traditionally sound at Halk, but
was negatively impacted in 3Q14 by the reclassification of a
large exposure, which drove the (unconsolidated) impaired loans
ratio up to 3.7%. The exposure is 20% reserved, which is low in
Fitch's view, and management's expectation that it will fully
reserve the loan by 1H15 will weigh on profitability over 2H14-
1H15. Vakifbank's impaired loan ratio (around 4%) has
historically been higher than peers, but its provisioning
policies are conservative. The state-owned banks do not write off
and sell problem loans, a practice prevalent amongst privately-
owned peers, making asset quality ratios not fully comparable.

Concentration risks at the state-owned peers remain manageable.
However, the largest exposures include energy privatization
finance, real estate development projects and newer corporate
names not among Turkey's traditional, leading conglomerates. The
mix of borrowers is fairly similar to that at the leading private
sector banks, although, in our opinion, there have been some
cases of the state-owned banks being more active in lending to
companies with apparently close ties to the Turkish authorities.
Given the government's ambitious economic growth plans and close
control over the state-owned banks (the boards of the state-owned
banks are dominated by government appointments), and the limited
size (lending capacity) of the country's development banks, in
Fitch's view there is some risk that the authorities will
influence lending strategy at the state-owned commercial banks.

Ziraat, Halk and Vakifbank are largely deposit-funded. Non-
deposit FC funding represents a moderate 12% of liabilities at
Halk and 14% at Ziraat at end-September 2014, but a slightly
higher 18% at Vakifbank. In Fitch's view, the banks' FC liquidity
positions are reasonable, as FC liquidity (defined as cash,
placements in foreign banks, unpledged government FC securities,
placements in the Central Bank's reserve option mechanism and net
receivables under FC swaps) fully covered short-term FC non-
deposit liabilities at Halk and Vakifbank, with a ratio of 74% at
Ziraat. These ratios are broadly similar to those at private
sector peers. However, the state-owned banks have limited
residual medium/long-term debt (this is low at Ziraat and
moderate at Halk and Vakifbank), meaning privately-owned banks
could be more exposed in case of a prolonged loss of external
market access.

Capital ratios are solid. The Fitch Core Capital (FCC)/weighted
risk ratios for Halk (11.3% at end-September 2014) and Vakifbank
(11.1%) are broadly in line with those reported by private sector
peers. Ziraat's ratio was higher (15%) as a result of fixed asset
revaluations in 2014 and reduced (zero) risk weightings on
consumer loans serviced out of borrowers' government pensions.
However, the tangible equity/assets is more in line with peers at
11%, and capital ratios at Ziraat may come under somewhat greater
pressure from still significant growth plans.

Profitability has been healthy at Ziraat and Halk, supported by
solid margins, good efficiency and moderate impairment charges.
However, increased provisions on Halk's large impaired loan will
dampen performance in the near term. Vakifbank's profitability is
satisfactory, but not as strong as at Ziraat and Halk due to
slightly weaker margins and efficiency and somewhat higher
provisions.

Key Rating Drivers -- Support Ratings, Support Rating Floors,
Local Currency IDRS

The three banks' Support Ratings (SRs) of '2' and Support Rating
Floors (SRFs) of 'BBB-' reflect Fitch's view of the high
probability of support from the Turkish sovereign, in case of
need. The SRFs, which underpin the banks' Long-term FC IDRs, are
aligned with the sovereign's Long-term FC IDR. The banks' Long-
term local currency IDRs of 'BBB' are also aligned with those of
the sovereign, reflecting Fitch's high support expectations.

In Fitch's view, the Turkish state's propensity to support the
state-owned banks is likely to be very high, reflecting their
ownership, the policy roles of Ziraat and Halk and the
significant state-related deposits held at the banks. Fitch
believes the state's ability to provide extraordinary FC support
to the banking sector, if required, may be somewhat constrained
given limited central bank FC reserves (net of placements from
banks) and the sector's sizable external debt. However, in
Fitch's view, the FC support needs of the state-owned banks in
even quite extreme scenarios should be manageable for the
sovereign given their reasonable liquidity FC positions: at end-
1H14, the three banks total FC non-deposit liabilities (long- and
short-term), net of available FC liquidity (as defined above),
reached an estimated moderate USD7 billion.

Rating Sensitivities

The Stable Outlooks on the banks' ratings reflect Fitch's view
that these ratings are unlikely to change in the near term.

The banks' ratings are sensitive primarily to changes in the
operating environment and the sovereign credit profile. An
upgrade of the sovereign ratings could result in a similar action
on the banks' ratings if, in Fitch's view, either (i) the
sovereign's ability to support the banks had strengthened
further, in line with its own credit profile; or (ii) the
sovereign upgrade was linked to positive changes in the operating
environment that warranted an upgrade of the banks' VRs.

The VRs could be downgraded if deterioration in the operating
environment results in a weakening of asset quality, performance,
capitalization and access to FC funding. A bank-specific
deterioration of asset quality, resulting from weaknesses in
underwriting or increased political interference in lending
decisions could also trigger negative action on a VR, as could a
much more rapid build-up of FC wholesale funding. However, a
downgrade of any of the banks' VRs would only result in negative
action on the banks' IDRs if at the same time Fitch believed the
ability and/or propensity of the Turkish authorities to provide
support had weakened.

Changes in the banks' SRs and SRFs, and hence the levels at which
support underpins their IDRs, would likely be linked to changes
in the sovereign's ratings. However, these ratings could also be
downgraded, resulting in a notching of the banks' SRFs off the
sovereign rating, if either (1) the banks' FC positions
deteriorate considerably, to an extent which might limit the
sovereign's ability to provide them with sufficient extraordinary
support in FC; or (2) Fitch believes the sovereign's propensity
to support the banks has reduced. A change of ownership of the
banks, or the introduction of bank resolution legislation in
Turkey aimed at limiting sovereign support for failed banks,
could negatively impact Fitch's view of support propensity, and
hence the banks' SRs and SRFs. However, such developments are not
currently anticipated in the near term.

KEY RATING DRIVERS AND SENSITIVITIES -- VAKIFBANK SUBORDINATED
DEBT

The affirmation of Vakifbank's subordinated debt rating at 'BB+'
reflects the fact that this is notched once off the bank's 'bbb-'
VR. This reflects Fitch's usual approach to rating subordinated
debt, and also its view that government support for state-owned
banks in Turkey will not necessarily in all circumstances be
extended to subordinated creditors. Any change in Vakifbank's VR
would likely lead to a change in the subordinated debt rating.

The rating actions are as follows:

T.C. Ziraat Bankasi A.S., Turkiye Halk Bankasi A.S. and Turkiye
Vakiflar Bankasi T.A.O.

Long-term foreign currency IDR affirmed at 'BBB-'; Outlook
Stable

Long-term local currency IDR affirmed at 'BBB'; Outlook Stable

Short-term foreign and local currency IDRs affirmed at 'F3'

Viability Ratings affirmed at 'bbb-'

Support Ratings affirmed at '2'

Support rating Floors affirmed at 'BBB-'

Senior unsecured debt affirmed at 'BBB-'

Senior unsecured debt (short-term; Ziraat and Vakifbank)
affirmed at 'F3'

Subordinated debt rating (Vakifbank): affirmed at 'BB+'

National Long-term rating affirmed at 'AAA(tur)'; Outlook Stable



=============
U K R A I N E
=============


UKRAINE MORTGAGE 1: Moody's Hikes Rating on Class B Notes to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the class B
notes issued by Ukraine Mortgage Loan Finance No. 1 Plc to B1
(sf). The upgrade reflects the fact that country risk is now
mitigated through an offshore reserve fund covering the full
amount of the notes.

The rating action affected the following notes:

Issuer: Ukraine Mortgage Loan Finance No. 1 Plc

  USD36.9 million B Notes, Upgraded to B1 (sf); previously on May
  12, 2014 Affirmed Caa1 (sf)

Ratings Rationale

The upgrade of the rating on the Class B notes to B1 (sf), four
notch above Ukraine's foreign currency bond ceiling of Caa2,
reflects the mitigation of country risks through a large reserve
fund held offshore.

Since October 15, 2014, the US$8.37 million reserve fund exceeds
the US$7.38 million Class B note balance. The reserve fund is
available to cover interest and principal due on the class B
Notes. Furthermore, the issuer is a special purpose vehicle
domiciled in the UK, with its issuer bank account at Bank of New
York (London). Bank of New York also acts as a cash manager in
the deal. As such the reliance of this transaction on the
performance of the collateral based in Ukraine is now very
limited.

However Moody's notes that the class B rating is constrained in
the single B range because the transaction does not have a
mechanism to guarantee the continuity of payments in case of
servicing disruption. Moody's assigns Ca ratings to both the
servicer, Privatbank, and the back-up servicer, Ukreximbank. In
the case of an interruption in servicing and the related absence
of a servicing report, the cash manager could be unable to
process the payments to noteholders in a timely manner; Moody's
believes that this risk is consistent with the single B rating on
the notes.

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 or circumstances that could lead to an upgrade of the
rating include (1) decrease in sovereign risk, and (2)
improvements in the credit quality of the transaction
counterparties.

Factors or circumstances that could lead to a downgrade of the
rating include (1) increase in sovereign risk, and (2)
deterioration in the credit quality of the transaction
counterparties.

Stress Scenarios

Moody's considered stressed scenarios of delays in accessing the
reserve funds to cover the principal payments to the class B
noteholders. The reserve fund size is sufficient to cover 2 years
of interest payments and full recovery of the principal
outstanding of the class B notes.



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


DECO 2005-UK CONDUIT: Fitch Affirms D Rating on Class D & E Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed DECO Series 2005-UK Conduit 1 plc's
class D and E floating rate notes due July 2017 as:

  GBP5.9 million class D (XS0222806514) affirmed at 'Dsf';
  Recovery Estimate 70%

  GBP0 million class E (XS0222830811) affirmed at 'Dsf'; Recovery
  Estimate 0%

DECO Series 2005 - UK Conduit 1 plc was originally the
securitization of 23 commercial loans originated by Deutsche Bank
AG ('A+'/Negative Outlook).  In Oct 2014, two loans remained.

KEY RATING DRIVERS

The affirmation reflects already incurred losses.  The class D
recovery estimate of 70% reflects Fitch's 'Bsf' recoveries of
GBP4.2 million.

Since the previous rating action in December 2013, the class A, B
and C notes repaid in full.  This was due to the repayment of two
loans (GBP26.8 million CPI Retail Active Management in full and
GBP3.7 million Holaw with a loss, broadly in line with Fitch's
expectations). Furthermore, the I/S Scandinavian Property loan
continues to amortize via surplus income whereas two of the three
assets securing the defaulted Heathvale Estates Limited loan have
been sold.  Class D, now the most senior tranche, was reduced to
GBP5.9 million by both losses and principal.

GBP4.3 million Heathvale Estates Limited transferred into special
servicing in July 2012 following a maturity default.  After the
sale of two industrial assets, the loan is now solely secured on
a mixed-use property comprising retail, office, restaurant and
retail space.  Nine tenants occupy 82% of lettable space, with a
weighted average remaining lease term of 6.1 years.  The asset is
in the market for sale and potential buyers will receive
permission to convert the office space into residential flats.

Based on a 2012 valuation, the securitized loan-to-value (LTV)
stood at 147.8% in July 2014.  Owing to interest rate conversion
to floating upon default, the interest rate coverage ratio (ICR)
remains high at 3.7x, allowing the trapping of surplus for
property expenses.  The approaching bonds maturity in July 2017
limits the available options for value enhancing measures. Fitch
expects a significant loss from the loan.

The GBP2.15 million I/S Scandinavian Property Investment loan is
performing and remains in primary servicing.  It is scheduled to
mature in July 2015.  Based on a 2005 valuation of the two retail
units securing the loan, the reported senior LTV stands at 55.5%.
While Fitch sees today's effective LTV just under 90%, the agency
believes that the senior loan will repay in full.  The long lease
term, high ICR at 2.2x (rising after loan maturity if interest
payments switch to floating) and ongoing modest amortization
should prevent losses from this loan.

RATING SENSITIVITIES

Recoveries deviating from Fitch's expectations may affect the
recovery estimate.  The 'Dsf' ratings will be withdrawn once no
more collateral remains.


                            *********

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

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

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


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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.


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