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

                           E U R O P E

            Friday, November 28, 2014, Vol. 15, No. 236

                            Headlines

B U L G A R I A

CORPORATE COMMERCIAL: Shareholder Appeals Bank License Withdrawal


C Z E C H   R E P U B L I C

CENTRAL EUROPEAN MEDIA: Moody's Affirms Caa1 Corp. Family Rating


F I N L A N D

TALVIVAARA MINING: Debt Prices Show Bankruptcy Risk


F R A N C E

AREVA: S&P Lowers Rating on Unsecured Bonds to 'BB+'
HOLDELIS SAS: Moody's Confirms 'B1' Corporate Family Rating


G E R M A N Y

DECO 2014-BONN: S&P Assigns Prelim. BB+ Rating to Class F Notes
HAGENAH: Garners Interest From Seafood Investors
TELE COLUMBUS: S&P Rates Proposed EUR500M Sr. Facilities 'B+'


I R E L A N D

ANGLO IRISH: Prospects for Payout to Bondholders Improving
CASTLE PARK: Moody Assigns (P)B2 Rating to EUR12MM Cl. E Notes
KILDARE SECURITIES: Moody's Ups Rating on EUR90.6MM Notes to Caa1


I T A L Y

LUCCHINI SPA: Seeks Italy's Permission to Sell Piombino Complex


K A Z A K H S T A N

BANK CENTERCREDIT: Fitch Rates Series 6 Sr. Unsec. Bonds 'B(EXP)'
URANIUM ONE: S&P Affirms 'B+' CCR; Outlook Stable


L I T H U A N I A

FRESH TRAVEL: Shuts Down Business Due to Insolvency


L U X E M B O U R G

BREEZE FINANCE: S&P Cuts Rating on EUR287MM Class A Notes to 'B-'
REYNOLDS LUXEMBOURG: Moody's Reviews 'Caa2' Rating for Downgrade


N E T H E R L A N D S

ARENA 2012-I: Fitch Affirms 'BB-' Rating on Class E Notes
HALCYON LOAN 2014: Moody's Rates EUR9.8MM Class F Notes '(P)B2'
HALCYON LOAN 2014: S&P Assigns Prelim. B- Rating to Class F Notes
HARBOURMASTER CLO 10: Fitch Affirms 'B-' Rating on Class B2 Notes
ZIGGO NV: Moody's Lowers Corporate Family Rating to 'Ba3'


P O L A N D

FAGORMASTERCOOK SA: Creditors Can File Objections to Debt List


P O R T U G A L

BANCO BPI: S&P Revises Outlook on 'BB-' Rating to Positive


R U S S I A

REPUBLICAN INVESTMENT: S&P Affirms 'B' ICR; Outlook Stable
RUSSIAN STANDARD: S&P Affirms 'B+' Counterparty Credit Ratings
ZENIT BANK: Moody's Affirms 'Ba3' LT Debt & Deposit Ratings


S P A I N

BBVA RMBS 14: Moody's Assigns Ba2 Rating to EUR63MM Serie B Notes
FONCAIXA PYMES 5: Moody's Assigns B2 Rating to Serie B Notes
INSTITUTO VALENCIANO: S&P Affirms BB- ICR, Outlook Stable


S W E D E N

VOLVO AB: S&P Assigns 'BB+' Rating to Subordinated Hybrid Notes


U K R A I N E

CITY COMMERCE: Placed Into Provisional Administration
VAB BANK: Declared Insolvent by National Bank of Ukraine


U N I T E D   K I N G D O M

BIRMINGHAM LOCAL TV: License Transferred to Kaleidoscope TV
HOLMES CATERING: Space UK Buys Restaurant, Saves 25 Jobs
LAKESIDE 1 LTD: S&P Assigns 'B-' CCR; Outlook Stable
NOUGAT LONDON: Downturn in Trade Prompts Administration
PRECISE MORTGAGE 1: Fitch Affirms 'BBsf' Rating on Class E Notes

SHIELD HOLDCO: Moody's Changes 'B2' CFR Outlook to Stable
TINSLEY SPECIAL: In Administration; 90 Jobs Affected
WEST CORNWALL PASTY: Creditors May See Little to No Recovery

* UK: West Midlands Construction Firm at Risk Of Insolvency Fell


X X X X X X X X

* BOOK REVIEW: The First Junk Bond


                            *********


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B U L G A R I A
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CORPORATE COMMERCIAL: Shareholder Appeals Bank License Withdrawal
----------------------------------------------------------------
Novinite.com, citing frognews.bg, reports that the majority
shareholder in Bulgaria's collapsed Corporate Commercial Bank, or
KTB, has appealed the central bank's decision to scrap KTB's
banking license.

Bromak, a company owned by Tsvetan Vasilev, is KTB's majority
shareholder. The appeal was filed with the Supreme Administrative
Court (SAC).

According to the media outlet, unnamed sources said other
shareholders and many depositors in KTB have also submitted
appeals against the central bank's decision with SAC,
Novinite.com relates.

Under Bulgarian law, the appeals stall the insolvency lawsuit
against KTB launched by BNB with Sofia City Court earlier this
month. The insolvency proceedings could only resume after SAC
rules on the appeals, the report notes.

KTB, Bulgaria's fourth largest lender, has been closed since June
20 following a bank run. The central bank, BNB, revoked KTB's
banking license on November 6 and asked Sofia City Court to
declare KTB insolvent the following day.

According to Novinite.com, frognews.bg said KTB shareholders and
depositors claim in their appeals that the BNB and the
administrators it had appointed at KTB severely violated more
than 30 regulations and procedures provided for in European
Commission directives as well as national legislation.

The appeals don't prevent the repayment of state-guaranteed
deposits of up to BGN196,000 with KTB which is due to begin on
December 4, Novinite.com adds.

                  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.



===========================
C Z E C H   R E P U B L I C
===========================


CENTRAL EUROPEAN MEDIA: Moody's Affirms Caa1 Corp. Family Rating
----------------------------------------------------------------
Moody's has changed the ratings outlook on Central European Media
Enterprises Ltd. ("CME") to stable from negative. Concurrently,
Moody's has affirmed the company's Caa1 corporate family rating
(CFR), Caa1-PD probability of default rating (PDR) and the B1
rating on the 2017 senior secured notes issued at the CET21
level.

"The stabilization of CME's outlook reflects its gradually
improving financial performance and further signs of support from
Time Warner Inc. (Baa2 stable) as evidenced by the recently
announced refinancing whereby the company will redeem all
outstanding 9.0% Senior Notes due 2017, through the issuance of a
new EUR250.8 million senior unsecured term loan due 2017
guaranteed by Time Warner. In addition, CME and Time Warner have
entered into a commitment letter to refinance CME's 5.0%
convertible notes due 2015. Under this agreement, Time Warner
will either lend or guarantee a new 2019 facility which will be
used to refinance the 2015 convertible notes and hence alleviate
the refinancing risk of this looming maturity," says Christian
Azzi, Moody's lead analyst on CME.

Ratings Rationale

CME's Caa1 CFR continues to reflect (i) very high leverage
expected above 8.0x at year end 2014; (ii) low visibility on
CME's revenues and OIBDA; (iii) high level of cash burn the
company is expected to record in the current year as it continues
to unwind a large balance of programming-linked trade payables.

The rating also reflects CME's strong ad market shares across all
of its markets as well as the company's leading audience share in
these markets and notably in the Czech Republic. The Caa1 rating
also positively incorporates the assumptions of support from
CME's largest shareholder, Time Warner Inc. (Baa2, Stable) which
has a 49.6% voting interest in the company.

The proposed refinancing will positively impact CME's free cash
flow generation as it will result in an estimated total cash
interest saving of around USD30 million per annum on a run-rate
basis. The new term loan due 2017 will bear cash interest between
1.28% and 2.11%. In addition, CME will pay Time Warner a
guarantee fee of 8.5% net of the cash interest paid, payable in
cash or in kind at CME's discretion. The refinancing commitment
letter between Time Warner and CME will allow the company to
refinance its 2015 maturity on similar terms. In addition to the
above refinancing, Time Warner will also reduce the interest rate
it charges for the revolving credit facility it lends to CME by
500 basis points.

The stable outlook reflects early signs of turnaround in CME's
operating performance with a return to adequate advertising
market share, commensurate with the company's leading audience
share position in most of its markets. This performance comes on
the back of the company adjusting its pricing strategy in line
with market practices and local advertising demand. The
improvement in OIBDA is also helped by the cost saving actions
taken by the company over the last year. The stable outlook also
assumes that the company and Time Warner will together work on
refinancing CME's 2015 convertible notes and that this will be
done in the fourth quarter of 2015.

Following the expected successful closing of the announced
transaction, CME will have an adequate liquidity supported by a
long-term debt maturity profile and a revolving credit facility
of USD115m provided by Times Warner. However, the company's
liquidity will be constrained by negative free cash flows in 2014
which is expected to lead to some drawing under the revolving
credit facility. Moody's expects that this increase in debt will
be temporary and that the company will go back to positive free
cash flow generation in 2015 mostly as a result of the cash
interest savings achieved by the current transaction.

What Could Change the Ratings DOWN

While it is not Moody's central scenario, should the above
mentioned transaction not be successfully implemented, CME's
ratings are likely to be downgraded to a level commensurate with
the imminent liquidity shortfall that the company will be
expected to face in November 2015. Negative pressure on the
rating would also develop if CME were unable to grow its
advertising market share on the back of its rationalized pricing
strategy.

What Could Change the Ratings UP

Positive ratings pressure could develop in the future once the
company demonstrates a consolidation in its turnaround plan with
the ability to reaffirm its leading position in the advertising
market and revenue visibility (especially in Czech Republic)
improves.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
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.



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F I N L A N D
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TALVIVAARA MINING: Debt Prices Show Bankruptcy Risk
---------------------------------------------------
Bloomberg News reports that one quick look at the debt prices of
Talvivaara Mining Co. shows creditors predict the Finnish nickel
miner is closer to bankruptcy than ever.

According to Bloomberg, the yield on its 4% convertible bonds due
December 2015 rose to a record 2,801% on Nov. 25.  That compares
with 375% on Sept. 29, one day before the company presented a
reorganization plan that would wipe out 97% of unsecured debts,
Bloomberg notes.  Talvivaara's operational unit filed for
bankruptcy on Nov. 6, Bloomberg recounts.

Talvivaara, which began nickel extraction at a mine in northern
Finland in 2008, failed to ramp up production to profitable
levels and then suffered as prices for the metal remained too low
to make its business viable, Bloomberg relays.

                     About Talvivaara Mining

Talvivaara Mining Co. Ltd. is a Finnish nickel producer.

Talvivaara filed for a corporate reorganization on Nov. 15, 2013,
to raise funds and avoid bankruptcy.  The company suffered from
falling nickel prices and a slow ramp-up at its mine in northern
Finland, forcing it to seek fundraising help from investors and
creditors.



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F R A N C E
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AREVA: S&P Lowers Rating on Unsecured Bonds to 'BB+'
----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered to 'BB+'
from 'BBB-' its long-term issue rating on the unsecured bonds and
EUR1,250 million RCF issued by France-based nuclear services
group AREVA.  At the same time, S&P assigned its recovery rating
of '3' to the bonds and the RCF, reflecting our expectation of
meaningful (50%-70%) recovery for debtholders in the event of a
payment default.

The 'BB+' issue rating is in line with the corporate credit
rating on AREVA.  The downgrade follows S&P's downgrade of AREVA
on Nov. 20, 2014.

The bonds and the RCF are unsecured and rank pari passu in S&P's
recovery analysis, along with other unsecured bilateral credit
lines.  S&P assumes that the RCF is 85% drawn at its hypothetical
point of default.

S&P values the business as a going concern based on its market
position.  At the same time, S&P believes that the value of the
company's assets provides insight into its likely value at the
point of default.  S&P has used a discrete asset valuation
approach to measure the company's stressed enterprise value at
default, which in S&P's hypothetical scenario occurs in 2019.
S&P estimates this value at EUR7.0 billion.

From this, S&P deducts priority liabilities of about EUR1.6
billion -- mainly comprising enforcement costs, secured bank
debt, and some receivables factoring -- and arrive at a net
stressed enterprise value of about EUR5.4 billion.

This value is available for EUR8.4 billion of senior unsecured
debt outstanding, including six months of prepetition interest.

S&P's recovery expectations are at the higher end of the 50%-70%
range S&P sees as commensurate with a '3' recovery rating.


HOLDELIS SAS: Moody's Confirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Holdelis
S.A.S (Elis) including the corporate family rating (CFR) of B1
and the probability of default rating (PDR) of B1-PD.
Concurrently, Moody's has confirmed Ba3 rating of the EUR450
million of senior secured notes issued by Novalis S.A.S.. The
outlook on all ratings is stable.

The rating action concludes the review for upgrade initiated on
12 September 2014 following the company's filing of its document
de base with the AMF related to an Initial Public Offering (IPO).

Ratings Rationale

The rating confirmation follows the announcement of Eurazeo --
Elis's owner -- in which it says that an eventual public listing
will take place only in 2015 and subject to market conditions.

As part of the IPO, Elis had projected to reduce gross debt with
around EUR700 million as a primary issuance, in addition to a
capitalization of around EUR120 million worth of PIK notes
leading to a material reduction in net debt and enhancement of
cash flows as interest expenses diminish. Whilst the IPO has been
postponed, Moody's acknowledges that an eventual IPO still
remains a possibility which would significantly strengthen the
credit profile of Elis.

The B1 CFR of Elis primarily reflects (1) Elis' high exposure to
its home market, France, which represents more than 70% of the
company's revenues (2) high leverage estimated to be around 5.3x
adjusted debt/EBITDA for the twelve months to June 2014 (3) the
capital-intensity of the business.

These factors are balanced to an extent by (1) a business model
which in the past has demonstrated a high degree of resiliency
(2) good visibility on future revenue streams thanks to company's
use of longer term contracts (3) a widely diversified customer
base with limited customer concentration (4) the company's high
profitability with EBITDA-margins above 30%.

The stable outlook reflects Moody's expectations that Elis --
even if market conditions were not to improve allowing for an IPO
to take place -- will continue on a path of de-leveraging. The
stable outlook also factors in the rating agency's expectations
that Elis will continue doing smaller bolt-on acquisitions in
selected markets.

Elis's liquidity profile is adequate supported by Moody's
expectations of positive free cash flows over the next 12 months.
As of 30 June 2014, the company had cash-balances of EUR62
million and further liquidity cushion is provided by a EUR143
million revolving credit facility. Elis's current EUR973 million
credit facility matures in October 2017.

What Could Change The Rating Up/Down

Positive pressure on the B1-rating could develop if Elis'
operating performance continues to improve, allowing for the
company's leverage, measured by debt/EBITDA, to move below 4.5x.
Negative pressure could develop if Elis' leverage moves above
5.25x or if Moody's becomes concerned about the company's
liquidity.

Principal Methodology

The principal methodology used in these ratings was Global
Business & Consumer Service Industry Rating Methodology published
in October 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.

Holdelis S.A.S is a France-based multiservice provider of flat
linen, garment and HWB services. It has around 240,000 customers
in the private and public sector and operates throughout 10
countries. For the financial year ended 31 December 2013 it
reported total revenues of EUR1.225 billion and adjusted EBITDA
of EUR401 million.



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G E R M A N Y
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DECO 2014-BONN: S&P Assigns Prelim. BB+ Rating to Class F Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary credit
ratings to DECO 2014-BONN Ltd.'s class A to F notes.  At closing,
DECO 2014-BONN will also issue unrated class X notes.

The notes will be secured on a German commercial mortgage loan
(the Core loan) that Deutsche Bank AG originated in Aug. 2014.
Deutsche Bank extended the loan as part of a broader
restructuring of IVG Immobilien AG's liabilities.

The Core loan facilitated the refinancing, by IVG Immobilien
entities, of a portfolio of 29 German offices through 24 special-
purpose entities.  The initial loan-to-value (LTV) ratio was
69.1%.  The loan amortizes by 5% over its term.  Its event of
default covenants are triggered at an 80% LTV ratio, or a 1.05x
debt service coverage ratio (DSCR). A 1.15x DSCR would trigger a
mandatory cash trap.

S&P considers that the assets can sustain net cash flows of
EUR53.1 million.  This would imply an initial interest coverage
ratio of about 2.7x.  S&P's net recovery value for the portfolio
s about EUR794 million, representing a 19% haircut (discount) to
the open market valuation.

"We evaluated the underlying real estate collateral securing the
loan in order to generate an "expected case" value.  Our analysis
focused on sustainable property cash flows and capitalization
rates.  We assumed that a real estate workout would be required
throughout the five-year tail period needed to repay noteholders
if the borrower were to default.  The tail period is the period
between the maturity date of the loan and the transaction's final
maturity date.  We then determined the recovery proceeds for the
loan by applying a recovery proceeds rate at each rating
category. This analysis begins with the adoption of base market
value declines and recovery rate assumptions for different rating
levels.  At each rating category, we adjusted the base recovery
rates to reflect specific property, loan, and transaction
characteristics," S&P said.

S&P compared the derived recovery proceeds with the proposed
capital structure.  Following S&P's credit analysis, it considers
the available credit enhancement for each class of notes to be
commensurate with our preliminary ratings on the notes.

RATINGS LIST

Preliminary Ratings Assigned

DECO 2014-BONN Ltd.
EUR680 Million Commercial Mortgage-Backed Floating-Rate Notes

Class        Prelim.           Prelim.
             rating            amount
                             (mil. EUR)

A            AAA (sf)          330.0
B            AA+ (sf)           50.0
C            AA (sf)            77.0
D            A (sf)             92.0
E            BBB (sf)           89.0
F            BB+ (sf)           41.9
X            NR                  0.1

NR--Not rated.


HAGENAH: Garners Interest From Seafood Investors
------------------------------------------------
Neil Ramsden at Undercurrent News reports that the administrators
of Hagenah, which was active in smoking, fresh, and frozen
seafood until entering insolvency last week, has already garnered
international interest from seafood investors.

The company, which has been owned by the Oesmann family for 120
years, entered the preliminary stage of an insolvency process,
after failing to recover from a fire at the end of 2012.

"The main reason why Hagenah had to file for bankruptcy is the
fact that their production facility burned down in December
2012," Arno Doebert of administrator Reimer Rechtsanwalte told
Undercurrent News.

"While they were insured, it still took a while to get the
production and trade back up again. During this time, Hagenah
lost many customers. They weren't able to win them all back which
resulted in a decreased revenue, while the cost structure
remained pretty much the same -- plus the cost for the
construction of the new, modern facility," the report Mr. Doebert
as saying.

"Still, Hagenah has an excellent reputation in the area and
almost all suppliers are still very cooperative. We were
impressed by the ongoing commitment of the employees as well," he
said.

According to the report, Reimer Rechtsanwalte is anticipating
further offers, having received interest from both German
foreign, seafood and non-seafood, businesses, all in the first
few days of the process.

Undercurrent News says the administrator is looking for what it
calls a sustainable solution for Hagenah and its employees, most
likely executed as an asset deal or an insolvency-plan. While at
this stage, any outcome is conceivable in terms of the owners
remaining with the company, the family is still active in the
business and have the corresponding know-how and contacts,
Mr. Doebert observed, Undercurrent News relays.

An asset deal would see all assets, as well as the company's
goodwill, sold to the investor, who usually incorporates a new
corporation, or rescue company, the report notes.

While all assets are transferred, the old claims remain with the
old corporation, which means the investor buys a business without
debts. The old creditors are satisfied pro rata from the price
the investor pays for the assets. Under German law all employment
contracts automatically transfer to the new corporation as well,
Doebert explained.

An insolvency plan, meanwhile, means an agreement between all
creditors in order to save the old company. In this situation,
the assets remain with the old corporation, but the debt is
'removed' when the insolvency plan is accepted by the creditors
in a formal proceeding before the insolvency court -- similar to
a chapter 11 plan under US bankruptcy law, according to
Undercurrent News.

The diversified company will continue with business as usual for
now and on Jan. 1, 2015, the insolvency proceedings will be
opened to allow reorganization, the report states.

Hagenah GmbH & Co. is a German fish processor and distributor.
The company has 145 employees.


TELE COLUMBUS: S&P Rates Proposed EUR500M Sr. Facilities 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had corrected by
assigning its 'B+' preliminary issue rating to the proposed
EUR500 million senior secured facilities issued by German cable
operator Tele Columbus AG, as previously communicated on Oct. 6,
2014.  The preliminary recovery rating on the facilities is '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The issue ratings were inadvertently not released to Tele
Columbus AG's issuer page on Standard & Poor's subscription
websites.

The corporate and issue ratings remain preliminary until the
planned IPO and EUR300 million equity injection are executed and
the EUR375 million term loan, EUR75 million capital expenditure
facility, and EUR50 million revolving credit facility are put in
place, replacing all current outstanding debt.

RATINGS LIST

Preliminary Rating

Tele Columbus AG
Senior Secured                         B+(Prelim)
   Recovery Rating                      4(Prelim)



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I R E L A N D
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ANGLO IRISH: Prospects for Payout to Bondholders Improving
----------------------------------------------------------
Joe Brennan at Bloomberg News reports that as surging real estate
values boost the proceeds, the prospects for a payout to the
holders of Anglo Irish Bank Corp.'s riskiest securities are
improving.

Irish government last year decided to close the former Anglo
Irish Bank Corp., now known as Irish Bank Resolution Corp., and
sell remaining assets, Bloomberg recounts.

"It's obviously quite more likely there'll be something left for
various bondholders, including senior and subordinated
bondholders," Bloomberg quotes Wolfgang Klopfer, chief executive
officer of Munich-based XAIA Investment GmbH, who won a legal
battle to stop the lender inflicting losses on his EUR17 million
(US$21 million) of subordinated bonds, as saying.  "There's so
much happening behind the curtain that you cannot analyze" the
final outcome.

While by no means certain, even the possibility of paying
bondholders will prove contentious in a country that had to
inject EUR35 billion into Anglo Irish in 2009 and 2010, Bloomberg
states. That's almost equivalent to last year's tax revenue,
Bloomberg  notes.

According to Bloomberg, in a country where some political parties
fought the last general election in 2011 calling for the burning
of bank bondholders, even repayments to senior Anglo Irish
creditors during the crisis prompted heated parliamentary debate.

"The prospect of junior bondholders being repaid in the
liquidation could present a difficult communication dilemma for
the government," Bloomberg quotes Dermot O'Leary, chief economist
at Goodbody Stockbrokers in Dublin, as saying.  "In the event of
sufficient resources being left over for junior bondholders,
there is not much that the government can do about it."

Most junior bondholders sold their securities back to the bank in
2010 at 20% of their face value after the government threatened
to larger losses, Bloomberg recounts.  Mr. Klopfer fought and won
in court, allowing him to keep his securities, Bloomberg relays.

Declining to say whether he still owns the bonds, Mr. Klopfer, as
cited by Bloomberg, said he's sympathetic toward Irish taxpayers,
who will still be paying for Anglo Irish's bailout for another 40
years under a restructuring of its rescue last year.

                        About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services lowered its long- and short-
term counterparty credit ratings on Irish Bank Resolution Corp.
Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also lowered the senior
unsecured ratings to 'D' from 'B-'.  S&P then withdrew the
counterparty credit ratings, the senior unsecured ratings, and
the preferred stock ratings on IBRC.  At the same time, S&P
affirmed its 'BBB+' issue rating on three government-guaranteed
debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.


CASTLE PARK: Moody Assigns (P)B2 Rating to EUR12MM Cl. E Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Castle
Park CLO Limited:

EUR238,000,000 Class A-1 Senior Secured Floating Rate Notes due
2028, Assigned (P)Aaa (sf)

EUR32,000,000 Class A-2A Senior Secured Floating Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR15,000,000 Class A-2B Senior Secured Fixed Rate Notes due
2028, Assigned (P)Aa2 (sf)

EUR23,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)A2 (sf)

EUR23,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)Baa2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2028, Assigned (P)Ba2 (sf)

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

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

Ratings Rationale

Moody's provisional rating of the rated notes addresses the
expected loss posed to 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, Blackstone / GSO
Debt Funds Management Europe Limited, has sufficient experience
and operational capacity and is capable of managing this CLO.

Castle Park CLO Limited is a managed cash flow CLO. At least 90%
of the portfolio must consist of secured senior obligations and
up to 10% of the portfolio may consist of unsecured senior loans,
second lien loans, mezzanine obligations, high yield bonds and/or
first lien last out loans. 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. This initial portfolio will be acquired by way of
participations which are required to be elevated as soon as
reasonably practicable. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with
the portfolio guidelines.

Blackstone / GSO Debt Funds Management Europe Limited 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 impaired
obligations, and are subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 45,000,000 of subordinated notes. Moody's
has not assigned rating to this class of notes.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
February 2014. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

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

Par Amount: EUR400,000,000

Diversity Score: 34

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 4.00%

Weighted Average Coupon (WAC): 5.75%

Weighted Average Recovery Rate (WARR): 41.5%

Weighted Average Life (WAL): 8 years.

Stress Scenarios:

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

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

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

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

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

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

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

Ratings Impact in Rating Notches:

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

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

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

Class B Senior Secured Deferrable Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable 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.

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. Blackstone / GSO Debt Funds
Management Europe Limited' investment decisions and management of
the transaction will also affect the notes' performance.


KILDARE SECURITIES: Moody's Ups Rating on EUR90.6MM Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of ten notes
and affirmed the ratings of five notes in two residential
mortgage-backed securities (RMBS) transactions: Brunel
Residential Mortgage Securitisation No. 1 plc (Brunel) and
Kildare Securities Limited (Kildare).

Ratings Rationale

The rating actions reflects the risk reduction resulting from the
upgrade of Bank of Ireland's long term deposit rating to Baa3
from Ba2 and the upgrade of its senior unsecured rating to Ba1
from Ba3. Bank of Ireland acts as the servicer and interest rate
swap counterparty in both Brunel and Kildare. The rating action
also takes in to account the sufficiency of credit enhancement
available to the tranches for the revised rating levels. Moody's
has a positive and stable outlook for UK Buy-To-Let RMBS and
Irish RMBS transactions respectively.

-- Exposure to Counterparties

Moody's rating analysis took into consideration the exposure to
key transaction counterparties. Including the roles of servicer,
account bank, and swap provider.

In the case of Kildare, there was an increase in the operational
risk cap to A1 from Baa1 as per the 'Global Structured Finance
Operational Risk Guidelines' published by Moody's Investors
Service on the 4th of June 2013. The upgrade of the servicer,
Bank of Ireland, is the reason behind this increase.

The rating action takes into account collection account
commingling exposure to National Westminster Bank PLC for Brunel
and to Bank of Ireland for Kildare.

Moody's also assessed the exposure to Bank of Ireland and
Barclays Bank PLC acting as swap counterparties in Brunel and
Kildare when revising ratings.

Principal Methodology

The principal methodology used in these ratings 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
ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include (1) specifically for Kildare, a reduction in
sovereign risk, (2) performance of the underlying collateral that
is better than Moody's expected, (3) deleveraging of the capital
structure and (4) improvements in the credit quality of the
transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) specifically for Kildare, an increase in
sovereign risk, (2) performance of the underlying collateral that
is worse than Moody's expects, (3) deterioration in the notes'
available credit enhancement and (4) deterioration in the credit
quality of the transaction counterparties.

List of Affected Ratings:

Issuer: BRUNEL RESIDENTIAL MORTGAGE SECURITISATION NO. 1 PLC

  EUR1025 million Class A4a Notes, Affirmed Aa2 (sf); previously
  on Jan 31, 2014 Affirmed Aa2 (sf)

  GBP742.5 million Class A4b Notes, Affirmed Aa2 (sf); previously
  on Jan 31, 2014 Affirmed Aa2 (sf)

  US$1575 million Class A4c Notes, Affirmed Aa2 (sf); previously
  on Jan 31, 2014 Affirmed Aa2 (sf)

  EUR127 million Class B4a Notes, Affirmed Aa3 (sf); previously
  on Jan 31, 2014 Affirmed Aa3 (sf)

  GBP24 million Class B4b Notes, Affirmed Aa3 (sf); previously on
  Jan 31, 2014 Affirmed Aa3 (sf)

  EUR201 million Class C4a Notes, Upgraded to Aa3 (sf);
  previously on Jan 31, 2014 Affirmed A2 (sf)

  GBP30 million Class C4b Notes, Upgraded to Aa3 (sf);
  previously on Jan 31, 2014 Affirmed A2 (sf)

  US$30 million Class C4c Notes, Upgraded to Aa3 (sf); previously
  on Jan 31, 2014 Affirmed A2 (sf)

  EUR157 million Class D4a Notes, Upgraded to A3 (sf); previously
  on Jan 31, 2014 Downgraded to Baa3 (sf)

  GBP27 million Class D4b Notes, Upgraded to A3 (sf); previously
  on Jan 31, 2014 Downgraded to Baa3 (sf)

  US$30 million Class D4c Notes, Upgraded to A3 (sf); previously
  on Jan 31, 2014 Downgraded to Baa3 (sf)

Issuer: Kildare Securities Limited

  US$1451.6 million Class A2 Notes, Upgraded to A1 (sf);
  previously on Jul 23, 2014 Upgraded to Baa1 (sf)

  EUR1062 million Class A3 Notes, Upgraded to A2 (sf); previously
  on Jul 23, 2014 Upgraded to Baa1 (sf)

  EUR96.8 million Class B Notes, Upgraded to Baa3 (sf);
  previously on Jul 23, 2014 Upgraded to Ba2 (sf)

  EUR90.6 million Class C Notes, Upgraded to Caa1 (sf);
  previously on Jul 23, 2014 Confirmed at Caa2 (sf)



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


LUCCHINI SPA: Seeks Italy's Permission to Sell Piombino Complex
---------------------------------------------------------------
Maytaal Angel and Silvia Antonioli at Reuters report that
Lucchini S.p.A. on Nov. 25 said it will ask the Italian
government for permission to sell its Piombino complex to family-
owned Algerian conglomerate Cevital.

Lucchini was previously owned by Russia's Severstal but was
declared insolvent in 2012 and placed into special
administration, battered by slowing demand following the
2008-2009 financial crisis and stiff competition from Asia,
Reuters recounts.

The company received two offers for its core assets in Piombino,
one from Cevital and the other from India's JSW Steel, Reuters
discloses.  The company said the Cevital offer was more
attractive as it foresaw full employment at Piombino, partly by
branching out into agriculture, food and logistics operations,
without giving any further details, Reuters notes.

According to Reuters, the Italian government has taken a keen
interest in the Piombino sale as it struggles to pull the country
out of a third recession in six years.

Lucchini SpA is Italy's second biggest steel producer.



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


BANK CENTERCREDIT: Fitch Rates Series 6 Sr. Unsec. Bonds 'B(EXP)'
-----------------------------------------------------------------
Fitch Ratings has assigned Bank Centercredit's (BCC) upcoming
series 6 senior unsecured local currency bonds under the second
bond issuance program an expected Long-term rating of 'B(EXP)'
and an expected National Long-term rating of 'BB+(kaz)(EXP)'.
The issue's expected Recovery Rating is 'RR4(EXP)'.  The issue's
volume is KZT35 billion, it matures in seven years and has a 8.5%
coupon paid semi-annually.

KEY RATING DRIVERS

The issue's ratings are aligned with BCC's Long-term local
currency Issuer Default Rating (IDR) of 'B' and National Long-
term rating of 'BB+(kaz)'.  BCC's ratings reflect the significant
deterioration of its asset quality, its moderate capitalization
and weak profitability.  However, the ratings are supported by
the bank's reasonable coverage of currently recognized problem
loans, fairly conservative management and a generally supportive
operating environment.

RATING SENSITIVITIES

Any changes to BCC's Long-term local currency IDR would impact
the issue's ratings.  Significant continued deterioration of
asset quality putting more acute pressure on the bank's
capitalization could result in a downgrade.  Stabilization of
asset quality trends and improvements in performance and
capitalization would be credit-positive.  BCC's ratings could be
upgraded, potentially by several notches, if its major
shareholder, Korea's Kookmin Bank (KMB, A/Stable; 42% stake)
consolidates a majority stake in the bank and affirms its
strategic commitment to BCC.  However, Fitch views this scenario
as unlikely in the near term.


URANIUM ONE: S&P Affirms 'B+' CCR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating, and stable outlook, on
Toronto-based uranium producer Uranium One Inc.  At the same
time, Standard & Poor's affirmed its 'B+' issue-level rating,
with a '3' recovery rating, on the company's senior secured
notes, and 'B-' issue-level rating, with a '6' recovery rating,
on Uranium One's unsecured ruble bonds.

"We have revised our competitive position assessment on the
company to fair from weak to reflect our view of its improved
operating efficiency," said Standard & Poor's credit analyst
Jarrett Bilous.  "Uranium One has generated improvement in its
unit cash cost of production in the past year that we expect will
be sustainable," Mr. Bilous added.

The company's strong cash cost position has mitigated the impact
of depressed spot market uranium prices on profitability in the
past year, with proportionately consolidated EBITDA margins above
40%.  However, the company's business risk profile remains
"weak," as the improvement in Uranium One's competitive position
is not sufficient to offset the impact of its exposure to high
country risk in Kazakhstan in S&P's business risk assessment.

"Our view of Uranium One's weak business risk profile primarily
reflects the company's limited operating diversity, high exposure
to uranium spot market price volatility, and high country risk.
Uranium One has high production and geographic concentration,
with the vast majority of its uranium mining operations based in
Kazakhstan via joint ventures.  The temporary loss of subsoil
rights at three of its mines in Kazakhstan in 2014 contributed to
lower-than-expected attributable production levels this year and
highlights the aforementioned risks.  However, in our view, the
company's strong cost position, which is largely related to its
in situ recovery mining process, mitigates the impact of weak
uranium prices on profitability, and provides significant upside
potential in a rising price environment.  We assess Uranium One's
financial risk profile as "highly leveraged," which primarily
reflects the high sensitivity of the company's financial measures
to uranium market volatility.  In addition, the company is
largely reliant on indirect, subordinated cash flows from its
joint venture mines to fund its operations and debt servicing
obligations which, in our view, reduces financial flexibility,"
S&P said.

S&P considers Uranium One to be a government-related entity (GRE)
under S&P's criteria.  The company is indirectly owned by the
Russian Federation (BBB-/Negative/A-2 foreign currency rating)
via Rosatom (not rated), the Russian State Corporation for
Nuclear Energy.  In accordance with S&P's criteria for rating
GREs, it expects "moderate" likelihood of extraordinary
government support, which corresponds with and a final rating one
notch above S&P's stand-alone credit rating on Uranium One.

The stable outlook reflects Standard & Poor's view that Uranium
One's low-cost production profile and the recent re-instatement
of subsoil rights at three of its joint venture mines, should
enable gradual improvement in its core credit ratios.  S&P
estimates the company will generate a proportionately
consolidated adjusted debt-to-EBITDA ratio in the high-3x area
and an adjusted funds from operations-to-debt ratio of close to
15% through 2015, but expect cash flow generation to remain
volatile over the next two years.

S&P expects that the ratings could be pressured if the company's
adjusted debt-to-EBITDA ratio exceeds 5x for an extended period,
or if liquidity materially weakened.  In S&P's view, this could
result from significantly tighter uranium margins that lead to a
material reduction in cash flow generation, acquisitions that
increase net debt levels, or operational disruptions related to
the Russian Federation/Ukraine dispute.

S&P could consider a positive rating action following improvement
in the company's stand-alone credit profile and core credit
measures, including an adjusted debt-to-EBITDA leverage ratio of
about 3x on a sustained basis.  In addition, S&P would reassess
its view of the company's extraordinary government support if it
sees a fundamental improvement in Uranium One's role and link to
the Russian Federation.



=================
L I T H U A N I A
=================


FRESH TRAVEL: Shuts Down Business Due to Insolvency
---------------------------------------------------
Daily Times reports that Lithuanian politicians are rushing to
tighten the regulation of the country's tourism market after
recent insolvency case has left a few hundred travelers trapped
abroad with thousands of others losing their vacations.

Lithuanian tour operator Fresh Travel unexpectedly announced on
November 21 it was shutting down its activities due to
insolvency, leaving 470 Lithuanian travelers trapped in Egyptian
and Portuguese resorts and thousands of clients losing their
money and vacations.

It took a whole weekend for the State Department of Tourism of
Lithuania to organize the transportation of those trapped, the
report says.

According to the report, the Department said altogether 2,319
people incurred losses due to the insolvency of Fresh Travel. The
total amount of losses accounts to around LTL2.3 million (US$0.8
million). The company has insured its activities for around
LTL700,000 but almost all the funds have been used by the
Department of Tourism when bringing travelers back to Lithuania.

Fresh Travel is the fourth tour operator to go bankrupt this year
as companies Go Planet Travel, Go Baltic Travel and Neoturas are
already in the process of bankruptcy.  However, finance
specialists cannot rule out more tour operators and travel
agencies joining the group, the report notes.

According to Creditreform Lietuva, a company providing credit
assessment services, around 37 percent of Lithuanian companies
working in the tourism industry have very low credit worthiness
and could be seen as being on the brink of insolvency, Daily
Times relates.  Around one fifth of companies organizing and
selling travels have credit rankings that are higher than
average, according to data from Creditreform Lietuva provided to
news website delfi.lt, Daily Times relays.

"We wouldn't like to announce the names of the companies with low
credit worthiness as it would mean a death penalty to them in
these days' situation," Borisas Chijenas, deputy director at
Creditreform Lietuva, told delfi.lt.

According to the report, Mr. Chijenas said there are 521
companies working in the Lithuanian tourism industry. According
to the business data website rekvizitai.lt, Fresh Travel got 18
employees and revenue accounting up to LTL1 million.



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


BREEZE FINANCE: S&P Cuts Rating on EUR287MM Class A Notes to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered to 'B-'
from 'B' its Standard & Poor's underlying rating (SPUR) on the
EUR287 million Class A senior secured amortizing notes issued by
Breeze Finance S.A., an entity set up to raise funds for the
Breeze Three wind farm transaction.  The outlook on the A notes
is stable.  S&P affirmed the long-term issue rating on the EUR84
million class B subordinated notes at 'D'.

The class A secured notes benefit from an unconditional and
irrevocable guarantee of payment of scheduled interest and
principal from MBIA U.K. Insurance Ltd. (B/Stable/--).  Under
S&P's criteria, a rating on monoline-insured debt reflects the
higher of the rating of the monoline insurer or the SPUR on the
debt.

   -- The project comprises 43 wind farms in Germany and France.
      Individual wind farms started operations between 1999 and
      2008.  The project is exposed to wind resource risk and
      higher-than-forecast repair and maintenance costs, as only
      27% of the portfolio benefits from a long-term fixed price
      operations and maintenance contract.

   -- Volatile wind supply has been below historical averages
      over the past few years and availability has consistently
      been below S&P's original base-case assumption of 97%.  In
      the nine months to Sept. 2014, revenues were 17% lower than
      S&P had anticipated due to lower wind than it expected
      during the summer.  As a result, the issuer withdrew EUR1
      million from the debt service reserve account (DSRA) to
      cover the shortfall in the debt service payment on the
      class A notes due on Oct. 19.  The project is exposed to a
      structural weakness as replenishment of the senior DSRA is
      subordinated to payment of the class B debt, including
      repayment of deferred principal and interest.  S&P
      forecasts that the class B debt will continue to defer its
      coupon for the remainder of the term of the senior debt and
      therefore any withdrawals made from the DSRA are unlikely
      to replenished.

   -- S&P forecasts that the service of the senior debt, in two
      equal annual payments on April 19 and Oct. 19, will
      continue in full and on time throughout the project's life.
      However, given the low wind during the summer months, cash
      flow available for the senior debt service payment in
      Oct. is tight.  S&P forecasts that the project will
      continue to make modest withdrawals from the DSRA to meet
      its October-scheduled debt service payments.  S&P forecasts
      that the annual senior debt service coverage ratio (ADSCR)
      will remain above 1x, and our analysis continues to focus
      on liquidity due to the project's reliance on the DSRA to
      meet its Oct. scheduled repayment.

   -- Breeze is also exposed to market price risk.  In the French
      regulatory system, the off-take period runs for 20 years.
      However, the fixed, guaranteed off-take price runs only for
      15 years and is related to a reference yield.  The project
      managers must negotiate the off-take price for years 16-20
      with the off-taker, which exposes wind farm operators to
      market price risk during those years.

   -- The 'D' rating on the class B notes reflects S&P's criteria
      for hybrid instruments with a coupon deferral or
      cancellation feature or principal write-down or deferral
      feature.  S&P rates such instruments 'D' when payments are
      deferred or reduced on a permanent basis according to terms
      of the instrument, without causing a contractual (legal)
      default.  This reflects the sustained losses absorbed by
      the instrument.

S&P's business assessment of the project's operations phase is
'6' (out of '12', with '1' being the strongest assessment),
reflecting S&P's view of the moderate operational complexity of
on-shore wind turbines; moderate resource risk, as wind may not
be available as expected at all times; and the market price risk
toward the end of the life of the debt.  The current regulatory
regime in Germany provides the project with price certainty for
the wind energy produced over the life of the debt.  In France,
the regulatory regime provides such certainty for the first 15
years of the debt's life.

Under S&P's base-case scenario, the minimum ADSCR for the class A
notes is below 1.20x, indicating a preliminary operations phase
stand-alone credit profile (SACP) of 'b-'.

S&P views Breeze Three's transaction structure as "weak," as
replenishment of the senior DSRA is subordinated to class B debt
service.

S&P considers that the project is materially exposed to the
revenue counterparties and to the suppliers of critical
equipment, namely turbines and their components. However, the
ratings on the counterparties are not a constraining factor
because they are higher than the rating on Breeze Finance.

At financial close, project liquidity consisted of a EUR14
million DSRA for the class A notes, which would cover about one
of the two annual debt service payments, and a EUR1.7 million
reserve for the class B notes, which covered about half of one of
the annual debt service payments.

After the drawing of EUR1 million under the class A notes DSRA to
meet debt service, the DSRA has currently a balance of EUR13
million, which is below the target balance.  The class B DSRA is
fully depleted.  Therefore S&P assess the liquidity as "less than
adequate."

The stable outlook on the class A notes reflects that S&P do not
foresee a default under its base-case scenario, although S&P
considers that a further deterioration of the class A notes' DSRA
is likely in the future.

S&P views a positive rating action as unlikely because of the
project's "weak" transaction structure assessment and its view of
its likely reliance on the senior DSRA to meet its Oct. scheduled
senior debt service payment.

Conversely, S&P could lower the rating if the operating
performance of the project or the liquidity deteriorates,
resulting in Breeze Finance drawing more on the class A notes'
DSRA than S&P currently anticipates.


REYNOLDS LUXEMBOURG: Moody's Reviews 'Caa2' Rating for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family rating,
B3-PD probability of default rating, and B1 rating on the senior
secured facilities of Reynolds Group Holdings Limited under
review for downgrade. The review follows RGHL's announcement that
it had entered into a definitive agreement to sell its SIG
Combibloc business.

On November 24, 2014, Reynolds Group Holdings Limited announced
that it entered into an agreement to sell its SIG Combibloc
business to Onex Corporation for an aggregate amount of up to
EUR3.75 billion, subject to certain adjustments based upon
closing date cash and working capital. EUR3.575 billion will be
paid to Reynolds Group at the closing of the transaction, with an
additional amount up to the balance of EUR175 million payable
depending on the financial performance of the SIG Combibloc
business in 2015 and 2016.

The transaction is expected to close in the first quarter of
2015, pending final regulatory approvals and the satisfaction of
other customary closing conditions.

Moody's placed the following ratings under review for downgrade:

Reynolds Group Holdings Limited

-- B3 corporate family rating

-- B3-PD probability of default rating

Reynolds Group Holdings Inc.

-- All senior secured facilities, B1 (LGD2)

Beverage Packaging Holdings (Luxembourg) II S.A., Beverage
Packaging Holdings II Issuer Inc. (USA)

-- All senior unsecured notes, Caa2 (LGD5)

-- All senior subordinated notes, Caa2 (LGD6)

Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer (Luxembourg) S.A.

-- All senior secured notes, B1 (LGD2)

-- All senior unsecured notes, Caa2 (LGD5)

Pactiv Corporation

-- All senior unsecured notes, Caa2 (LGD6)

Ratings Rationale

The review for downgrade reflects the lack of disclosure
regarding the use of proceeds from the proposed sale of SIG. The
company has not disclosed if any proceeds will be reinvested,
which debt instruments will be repaid and if it intends to pay a
dividend. RGHL is required to make an offer to pay down its debt
at par with any funds that are not reinvested, but the response
to that offer, and the ultimate amount and mix of debt repaid,
will depend upon the trading levels of the various debt
instruments. Additionally, there is a significant difference in
interest expense, call dates and call premiums among the various
debt instruments. Moody's review will focus on the ultimate use
of proceeds and its impact on credit metrics, especially debt to
EBITDA and free cash flow.

The B3 corporate family rating reflects Reynolds Group Holdings
Limited's (RGHL) weak credit metrics, concentration of sales
within certain segments and acquisitiveness/financial
aggressiveness. The rating also reflects the competitive and
fragmented market and the company's mixed contract and cost pass-
through position. RGHL has comparatively limited transparency, a
complex capital and organizational structure and is owned by a
single individual.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage
of blue-chip customers. There are high switching costs for
customers in certain segments as well as a history of innovation.
Many of RGHL's businesses had a history of strong execution and
innovation prior to their acquisition and much of the existing
management teams were retained. Scale, as measured by revenue, is
significant for the industry and helps RGHL lower its raw
material costs. The company also has high exposure to food and
beverage packaging. RGHL currently has adequate liquidity with
approximately $1.5 billion in cash on hand as of September 30,
2013.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if debt to EBITDA increases to above 7.0
times, EBIT to interest expense declined below 1.0 time, and free
cash flow to debt remained below 1.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
RGHL would need to improve debt to EBITDA to below 6.3 times,
EBIT to interest expense to at least 1.4 times and free cash flow
to debt to above 3.5% while maintaining the EBIT margin in the
high single digits.

The principal methodology used in these ratings was Global
Packaging Manufactrers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.



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


ARENA 2012-I: Fitch Affirms 'BB-' Rating on Class E Notes
---------------------------------------------------------
Fitch Ratings has affirmed four and upgraded two tranches of
Arena 2012-I B.V., a Dutch prime RMBS transaction comprising
loans originated and serviced by Amstelhuys N.V., fully owned by
Delta Lloyd N.V.

KEY RATING DRIVERS

Performance Within Expectations

The affirmation follows a performance review of the underlying
assets in the portfolio.  As of the most recent interest payment
date, three-month plus arrears stood at 0.4% of the outstanding
collateral balance, well below the average three-month plus
arrears for Fitch-rated Dutch RMBS (0.89%).

The volume of loans that have gone through foreclosure to date
remains limited at 5bp of the original pool balance.  Fitch
expects the good performance to continue due to the good quality
of loans securitized in this transaction and the gradual recovery
of the Dutch housing market.

The upgrades reflect the levels of credit enhancement available
to the class B and C notes, which are sufficient to withstand
credit losses associated with the higher rating stresses.

Reserve Fund

The non-amortizing reserve fund remains fully funded.  Its
current size is 1.5% of the outstanding note balance.  The agency
expects the transaction to generate sufficient levels of
annualized gross excess spread to cover any realized losses,
following foreclosure activities expected in the upcoming payment
dates.  As a result, no reserve fund draws are likely to occur in
the near term.

National Hypotheek Garantie (NHG) Loans

NHG loans make up 33% of the underlying portfolio.  No reduction
in base foreclosure frequency for the NHG loans was applied, as
the historical performance of NHG loans originated by Amstelhuys
was no better than those not backed by the NHG guarantee.

Fitch also used historical claim data to determine the compliance
ratio assumption, which led to higher recovery rates for NHG
loans.

RATING SENSITIVITIES

Deterioration in asset performance may result from economic
factors, in particular the increasing effect of unemployment.  A
corresponding increase in new defaults and associated pressure on
excess spread levels, reserve fund and liquidity facility could
result in negative rating action.

The rating actions are:

Arena 2012-I B.V.

  Class A1 (XS0857684178) affirmed at 'AAAsf'; Outlook Stable

  Class A2 (XS0857685225) affirmed at 'AAAsf'; Outlook Stable

  Class B (XS0857685738) upgraded to 'AAAsf' from 'AAsf'; Outlook
  Stable

  Class C (XS0307266116) upgraded to 'AA-sf' from 'A-sf'; Outlook
  Stable

  Class D (XS0307268207) affirmed at 'BBB-sf'; Outlook Stable

  Class E (XS0307266546) affirmed at 'BB-sf'; Outlook Stable


HALCYON LOAN 2014: Moody's Rates EUR9.8MM Class F Notes '(P)B2'
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Halcyon
Loan Advisors European Funding 2014 B.V.:

  EUR174,600,000 Class A Senior Secured Floating Rate Notes due
  2027, Assigned (P)Aaa (sf)

  EUR39,800,000 Class B Senior Secured Floating Rate Notes due
  2027, Assigned (P)Aa2 (sf)

  EUR19,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2027, Assigned (P)A2 (sf)

  EUR16,400,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2027, Assigned (P)Baa2 (sf)

  EUR19,300,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2027, Assigned (P)Ba2 (sf)

  EUR9,800,000 Class F Senior Secured Deferrable Floating Rate
  Notes due 2027, 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 2027. 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, Halcyon Loan
Advisors (UK) LLP ("Halcyon "), has sufficient experience and
operational capacity and is capable of managing this CLO.

Halcyon CLO is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans and up to 10% of
the portfolio may consist of unsecured senior loans, second-lien
loans and mezzanine loans. The portfolio is expected to be
approximately 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.

Halcyon 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 and credit improved obligations, and are subject to certain
restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR 31,000,000 of subordinated notes. Moody's
has not assigned rating to this class of notes.

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.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
February 2014. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

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

Par Amount: EUR300,000,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 4.15%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8 years.

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below. As per the portfolio
constraints, exposures to countries with local currency country
risk ceiling rating of A1 or below cannot exceed 10%, with
exposures to countries local currency country risk ceiling rating
of Baa1 to Baa3 further limited to 5%. Following the effective
date, and given these portfolio constraints and the current
sovereign ratings of eligible countries, the total exposure to
countries with a LCC of A1 or below may not exceed 10% of the
total portfolio. As a worst case scenario, a maximum 5% of the
pool would be domiciled in countries with LCC of A3 and 5% in
countries with LCC of Baa3. The remainder of the pool will be
domiciled in countries which currently have a LCC of Aa3 and
above. Given this portfolio composition, the model was run with
different target par amounts depending on the target rating of
each class of notes as further described in the methodology. The
portfolio haircuts are a function of the exposure size to
peripheral countries and the target ratings of the rated notes
and amount to 0.75% for the Class A notes, 0.50% for the Class B
notes, 0.375% for the Class C notes and 0% for Classes D, E and
F.

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3335 from 2900)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -1

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3770 from 2900)

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -1


HALCYON LOAN 2014: S&P Assigns Prelim. B- Rating to Class F Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned preliminary
credit ratings to Halcyon Loan Advisors European Funding 2014
B.V.'s class A, B, C, D, E, and F senior secured floating-rate
notes.  At closing, Halcyon Loan Advisors European Funding 2014
will also issue unrated subordinated notes.

Halcyon Loan Advisors European Funding 2014 is a cash flow
collateralized loan obligation (CLO) transaction securitizing a
portfolio of primarily senior secured loans granted to
speculative-grade European corporates.  Halcyon Loan Advisors
(U.K.) LLP will manage the transaction.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.

The portfolio's reinvestment period will end four years after the
effective date, and the portfolio's maximum average maturity date
will be eight years after the effective date.

At the end of the ramp-up period, S&P understands that the
portfolio will represent a well-diversified pool of corporate
credits, with a fairly uniform exposure to all of the credits.
Therefore, S&P has conducted its credit and cash flow analysis by
applying its criteria for corporate cash flow collateralized debt
obligations.

In S&P's cash flow analysis, it used a portfolio target par
amount of EUR300.00 million, using the covenanted weighted-
average spread (4.15%), and the covenanted weighted-average
recovery rates at each rating level.

Elavon Financial Services Ltd. will be the bank account provider
and custodian.  At closing, S&P anticipates that the
participants' downgrade remedies will be in line with its current
counterparty criteria.

At closing, S&P understands that the issuer will be bankruptcy-
remote under its European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its preliminary
ratings are commensurate with the available credit enhancement
for each class of notes.

RATINGS LIST

Preliminary Ratings Assigned

Halcyon Loan Advisors European Funding 2014 B.V.
EUR309.9 Million Senior Secured Floating-Rate and Deferrable
Notes

Class               Prelim.            Prelim.
                    rating              amount
                                      (mil. EUR)

A                   AAA (sf)            174.60
B                   AA (sf)              39.80
C                   A (sf)               19.00
D                   BBB (sf)             16.40
E                   BB (sf)              19.30
F                   B- (sf)               9.80
Sub loan            NR                   31.00

NR--Not rated.


HARBOURMASTER CLO 10: Fitch Affirms 'B-' Rating on Class B2 Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Harbourmaster CLO 10 B.V.'s notes, as:

Class X (XS0331132935): PIF

Class A1 EUR92.9 million (XS0331138890): affirmed at 'AAAsf';
Outlook Stable

Class A2 EUR72 million (XS0331143973): affirmed at 'AAAsf';
Outlook Stable

Class A3 EUR24 million (XS0331156108): affirmed at 'AA-sf';
Negative Outlook

Class A4 EUR41 million (XS0331171081): affirmed at 'BBB-sf';
Negative Outlook

Class B1 EUR22 million (XS0331161017): affirmed at 'BB-sf';
Negative Outlook

Class B2 EUR9 million (XS0331162684): affirmed at 'B-sf';
Negative Outlook

Harbourmaster CLO 10 B.V. is a managed cash arbitrage
securitization of secured leveraged loans, primarily domiciled in
Europe.  The portfolio is managed by Blackstone/GSO Debt Funds
Europe Limited.

KEY RATING DRIVERS

The rating affirmations reflect the transaction's stable
performance over the past 12 months.  The reinvestment period
ended in Feb. 2013.  Because unscheduled principal proceeds
cannot be reinvested as the reinvestment criteria are not being
met they were used directly to redeem the class A1 notes.

The class A1 notes have been paid down by EUR128 million over the
last 12 months, increasing credit enhancements across all rated
notes.  The most junior note's credit enhancement increased to
5.7% from 3.9%.  The overcollateralization (OC) tests have also
improved following the principal payments.  The class B2 OC test
increased to 109.91% and is now passing with a 3.9% buffer.  The
class A2 interest coverage (IC) test has been passing since
closing in 2007 and currently stands at 1,101.95%, above its
threshold of 107%.

There has been negative rating migration in the portfolio over
the past year, which increased the Fitch-weighted average rating
factor to 29.8 from 27.9 but it is still below the threshold of
30.  On the other hand, the 'CCC' bucket reduced further to 2% of
the total investment amount, from 4.9% a year ago and 10.5% two
years ago while defaulted assets decreased to 2.6% of the total
investment amount from 5.8%.  The reduced 'CCC' bucket and
defaulted assets have balanced out the negative rating migration.
The Fitch-weighted average recovery rate increased 2%, which is
marginally passing the test at 72.3%, just above the trigger of
72%.  The weighted average spread reduced by 0.15bps to 3.84% and
is above its trigger of 2.56%.  Overall, the assets performance
has been stable.

The Negative Outlooks on the class A3 through B2 notes reflect
uncertainty around the default definition in the OC test
calculation since 2009.  Although the manger held several
investor meetings at the beginning of 2014 to resolve the issue,
no resolution has been reached and Fitch has no further
visibility on the potential outcome.  The agency however notes
that the trustee calculates the OC ratios differently by
including defaulted assets at the lower of market value and
recovery estimates instead of at par.

RATING SENSITIVITIES

Fitch ran various rating sensitivity stresses on the transaction
to outline the impact on the notes' ratings if the key risk
drivers -- default rates and recovery rates -- were stressed.
Increasing the default probability by 25% would likely result in
a downgrade of up to three notches.  Furthermore, applying a
recovery rate haircut of 25% on all the assets would likely
result in a downgrade of up to two notches on the class A1 to A4
and one category on the class B1 and B2 notes.


ZIGGO NV: Moody's Lowers Corporate Family Rating to 'Ba3'
---------------------------------------------------------
Moody's downgraded Ziggo N.V.'s Corporate Family Rating (CFR) to
Ba3 (from Ba1) and its Probability of Default Rating (PDR) to
Ba3-PD (from Ba1-PD). At the same time, Moody's downgraded the
rating of the senior secured notes due 2020 at Ziggo B.V. ('Ziggo
BV') to Ba2 (from Baa3). Ziggo BV is indirectly wholly owned by
Ziggo N.V. ('Ziggo', 'the company'). All of the above ratings
remain under review for downgrade. The (P) Ba3 ratings for bank
debt at Ziggo BV remain unchanged and Moody's has assigned a
(P)B3 for LGE Holdco VI B.V.'s ('LGE Holdco VI') senior unsecured
notes due 2024 ('the 2024 notes'). LGE Holdco VI, a vehicle used
in Liberty Global plc's (Liberty Global, rated Ba3; stable)
acquisition of Ziggo is an indirect holding company of Ziggo and
currently the ultimate holding company that has issued third
party debt in the context of the Ziggo acquisition.

Ratings Rationale

The rating downgrades follow the consummation of Ziggo's
acquisition by Liberty Global in early November and the related
leverage increase at Ziggo. Moody's expects that leverage will
now be managed at the upper end of Liberty Global's longstanding
4x-5x Debt/EBITDA leverage target. Ratings remain under review
pending clarification of a number of issues. These include the
final position of the '2024 notes' in the Ziggo credit pool's
corporate structure following a potential push-down of debt once
Ziggo NV has been delisted (expected for the second half of
December). The 2024 notes were issued as envisioned in exchange
for senior notes previously issued by Ziggo Bond Company B.V.

Should a push-down occur, Moody's expects to transfer the CFR for
the Ziggo group of companies to the entity that will be the new
obligor for the 2024 notes and will also produce consolidated
accounts. Moody's will also review the new borrowing group's
final capital structure and debt quantum, including an evaluation
of any shareholder loans that form part of the structure and
including the final quantum of senior unsecured debt in the
structure.

Assuming that shareholder loans, if any, can achieve equity-
equivalent treatment in line with Moody's methodology any further
downgrade of the CFR will be limited to one notch in line with
Moody's initial assessment earlier in the year. Moody's expects
that it will be in a position to close out the review by January
2015.

Ziggo's ratings are currently under review for downgrade and
therefore a near-term upgrade of the CFR is unlikely to occur.
The company's ratings could be downgraded, if amongst other
things the company's Debt/EBITDA ratio (as defined by Moody's) is
not maintained at or below 5.0x.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Ziggo, headquartered in Utrecht, The Netherlands is the largest
cable operator in the Netherlands. For the LTM period to 30
September 2014, the company generated EUR1.6 billion in revenue
and EUR890 million in adjusted EBITDA (as reported by Ziggo).



===========
P O L A N D
===========


FAGORMASTERCOOK SA: Creditors Can File Objections to Debt List
--------------------------------------------------------------
The Judge-Commissioner, who supervises bankruptcy proceedings
which comprise the liquidation process of the estate of
FAGORMASTERCOOK S.A., disclosed that he was given a list of debts
in the proceedings by a trustee and the said list can be
inspected by all interested persons in the Secretarial Office of
the District Court for Wroclaw-Fabryczna, VIII Economic
Department for bankruptcy and remedial proceedings at 16
Poznanska Street, Wroclaw 53-630, Republic of Poland and within a
deadline of 14 days since the date of publication in the Court
and Economic Monitor an objection against this list can be
lodged.  Moreover, each creditor that is included in the list has
the right to raise an objection as to accepting the debt and a
creditor who has refused acceptance has the right to raise as to
refusal to accept the debt, which objections are to be lodged to
the Judge-Commissioner.



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


BANCO BPI: S&P Revises Outlook on 'BB-' Rating to Positive
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to
positive from stable on its 'BB-' rating on the public sector
covered bond program ("Obrigacoes sobre o Sector Publico") issued
by Portugal-based Banco BPI S.A. (BPI; BB-/Positive/B).  S&P is
maintaining the "under criteria observation" (UCO) identifier on
the ratings.

The 'BBB+' ratings on BPI mortgage covered bond program are
unaffected.  The outlook on these ratings remains stable.

The rating action follows S&P's Nov. 18, 2014, revision of the
outlook on its long-term counterparty credit rating on Banco BPI,
S.A.

The rating and outlook on BPI's public sector covered bond
program currently reflect the rating and outlook on the long-term
rating on Banco BPI.  S&P has therefore revised the outlook on
the public sector covered bond program to positive from stable to
reflect the outlook revision on BPI.  Any rating action on BPI
would automatically lead to a corresponding rating action on the
bank's covered bonds.

S&P is maintaining the UCO identifier on this program.  The UCO
identifier will remain in place until conclusion of the review
under the changed criteria, at which time the rating and/or
outlook may be affirmed, changed, or placed on CreditWatch.  The
UCO identifier does not modify any rating definition, nor is it
equivalent to a CreditWatch.

The rating on BPI's mortgage covered bond program is limited by
the application of S&P's rating above the sovereign criteria.  As
a result, the rating on this program is not affected by the
rating action the issuer.  Therefore, S&P's stable outlook on the
'BBB+' ratings is unchanged.

POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

S&P's ratings are based on our applicable criteria, including
those set out in "Covered Bond Ratings Framework: Methodology and
Assumptions," published on June 26, 2012. However, please note
that these criteria are under review.

As a result of this review, S&P's future criteria applicable to
rating covered bonds may differ from its current criteria.  These
criteria changes may affect the ratings on Banco BPI S.A.'s
covered bonds programs.  Until S&P adopts new criteria, it will
continue to rate and surveil these covered bonds using its
existing criteria.



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


REPUBLICAN INVESTMENT: S&P Affirms 'B' ICR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B' long-term issuer credit rating on Republican Investment
Company (RIC) OJSC.  The outlook is stable.

At the same time, S&P affirmed its 'ruA-' Russia national scale
rating on RIC.

The ratings on RIC reflect S&P's view that there is a "high"
likelihood that the Russian region Republic of Sakha, which fully
owns RIC, would provide timely and sufficient extraordinary
support to RIC in the event of financial distress.  The ratings
also incorporate RIC's stand-alone credit profile (SACP), which
S&P assess at 'ccc+', owing to the evolving nature of the
company's medium-term business strategy, RIC's lack of a track
record, and a management with limited experience in commercial
investment activity.

In accordance with S&P's criteria for government-related entities
(GREs), its view of a "high" likelihood of extraordinary
government support is based on S&P's assessment of RIC's:

   -- "Important" role in implementing Sakha's investment
      program. RIC's key strategy includes completion of a
      railroad and other regional transport and social
      infrastructure construction under its initial mandate,
      securing state and off-budget financing for new
      infrastructure and business projects in Sakha, and managing
      assets that the republic will transfer to it.  However, in
      S&P's opinion, RIC doesn't provide essential public
      services, and credit stress or interruption of its
      operations wouldn't have a systemic impact on the regional
      economy; and

   -- "Very strong" link with Sakha's government, which owns 100%
      of RIC and doesn't plan to privatize it, at least until
      2017.  Sakha outlines RIC's development strategy, approves
      investment projects, and closely monitors its operations.
      Sakha also appoints RIC's board of directors, which
      consists of Sakha's incumbent and ex-government officials.
      Nevertheless, Sakha doesn't currently provide an explicit
      guarantee for the timely repayment of RIC's debt.

Accordingly, the rating on RIC is two notches higher than the
SACP of 'ccc+'.  The SACP reflects RIC's short track record, high
implementation risks related to its evolving development
strategy, and the management's limited experience in commercial
investment activity.  RIC's strategy envisions a transformation
into a more commercially oriented company that would invest in
equity and debt of companies in Sakha.  However, in S&P's view,
over the next two to three years, RIC will continue to focus
primarily on infrastructure and socially important projects in
Sakha.

RIC was set up by Sakha in 2006 as a special-purpose company to
sell Sakha's coal-mining assets and finance the construction of a
railroad and other infrastructure with the proceeds.  RIC's
strategy assumes that the company will finish its initial
mandate, 95% complete as of midyear 2014, and transfer the assets
to Sakha and the federal government at cost with zero profit in
2015-2016. It will then continue to operate as a for-profit
development institution, investing in businesses, infrastructure
development, and socially important projects in Sakha, and
managing assets Sakha transfers to it.

It remains to be seen how RIC's investment activity will evolve
in the medium term.  Strategic and financial plans for RIC's
future investment and financing activities are not detailed, in
S&P's view.  Given RIC's very limited track record and unclear
investment targets, S&P currently assess the implementation and
execution risks related with the new strategy as very high.

The stable outlook reflects S&P's view that the high likelihood
of extraordinary government support that S&P anticipates for RIC
counterbalances uncertainty regarding the company's new and
untested business model.

Any positive rating action within the next 12 months would be
subject to potential changes to the development strategy,
including RIC's investment and funding plan.

S&P could lower the ratings on RIC within the next 12 months if
it observed a decrease in the likelihood of timely extraordinary
support from Sakha, due, for example, to RIC's lower importance
for Sakha's investment program than S&P currently assumes in its
base-case scenario.  Negative developments in RIC's financial
profile might also put pressure on the SACP and, consequently, on
the ratings.  However, if S&P downgraded Sakha it would not
immediately lower the ratings on RIC.


RUSSIAN STANDARD: S&P Affirms 'B+' Counterparty Credit Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
and 'B' short-term counterparty credit ratings on Russian
Standard Bank JSC (RSB).  The outlook is negative.  S&P also
affirmed its 'ruA' Russia national scale rating on the bank.

"We have observed a deterioration of RSB's financial profile over
2014, notably its capitalization and asset quality.  The
affirmation balances this observation with our opinion that the
bank's owners and management team are willing and financially
capable of accelerating their capital strengthening measures to
avoid further weakening of the bank's financial profile.  RSB's
loan portfolio has grown significantly despite the slowdown of
the Russian economy and the rapidly rising level of household
indebtedness.  These factors weigh materially on the bank's
capital base, which we already regard as "weak."  Although this
does not affect the ratings, we have revised down our assessment
of RSB's stand-alone credit profile (SACP) to 'b-' from 'b'," S&P
said.

"We also now regard RSB's risk position as "weak," versus
"moderate" previously, due to our opinion that the retail lending
segment, especially the unsecured segment, currently faces
increasing stress in Russia after years of aggressive growth.
With very high credit costs at 17.2% of gross loans (annualized)
in the first half of 2014 (against 8.9% in 2012 and 11.5% in
2013), RSB mirrors the general negative trend seen in the
segment. We expect a similarly elevated credit cost ratio at
year-end 2014, which means the bank will likely post a net loss
exceeding Russian ruble (RUB) 5 billion ($110 million).  The
bank's nonperforming loans (NPLs)-to-total loans ratio increased
to 13% in the first half of 2014, compared with 10% at year-end
2013.  At approximately 15% on Sept. 30, 2014, the level of NPLs
to total loans indicates a steadying trend.  But the level of net
charge-offs, which amounted to 14.5% at midyear 2014 (4.7% at
year-end 2013), gives the true picture of underlying credit risks
at RSB. We expect NPLs share plus charge-offs will be close to
20%-25% in 2014, with moderate improvement over 2015, against 21%
in 2009 and 16% in 2008, while we project that average annual
credit costs for 2014-2015 will likely exceed 15%.  At the same
time, we believe the bank's management has the experience and
sufficiently robust credit monitoring systems to manage the
credit portfolio quality in the context of a worsening economic
environment, as it did in 2008-2009," S&P noted.

"In addition, RSB's earnings alone are insufficient to maintain
the bank's capital buffer at the level reported at end-2013, when
our risk-adjusted capital (RAC) ratio for the bank stood at a
weak 3.2%.  We expect limited changes in 2014, given that the
bank is loss making and the loan book is contracting.
Specifically, a drop in margins of 200 basis points in the first
half of 2014, alongside mounting credit costs, has weakened RSB's
ability to generate resilient returns.  We also assume that the
net interest margin will further decrease to 13% in 2015, due to
substantial deleveraging.  We expect that the bank's
profitability will improve moderately only by end-2015, owing to
stabilized provisioning.  Potential cost optimization could give
limited room for further improvement of the bank's profitability
because the cost-to-income ratio already stood at 40% at midyear
2014," S&P added.

S&P believes that the owners and the management are aware of this
capital weakness, as well as of RSB's inability to generate
enough earnings in the next quarters to improve capital ratios.
In S&P's view, both the owners and the management are willing and
financially capable of restoring the bank's financial profile via
core equity support.  In S&P's view, the owners' initiatives to
support the bank's capital buffer demonstrate their commitment to
stimulating improvements, and S&P understands there are plans for
sizable capital injections in 2014-2015.  Even if only some of
these plans materialized, S&P believes that capital ratios could
strengthen within the next six to nine months.  In our opinion,
this is a crucial change in capital management, and it could
stabilize the bank's financial profile in 2015.

S&P's rating on RSB incorporates a notch of uplift, reflecting
its assumption that the bank's owner and management could
implement some substantial capital strengthening initiatives
within the next six to nine months--a transition period to a
stronger capital position, in S&P's opinion--which may improve
RSB's capital base and stabilize its creditworthiness.  Based on
S&P's expectations of prolonged deleveraging, new capital
injections, and no dividends to the existing owner, S&P's RAC
ratio could return to a range it considers in line with its
"moderate" capital and earnings category.  Still, the timing is
uncertain.  If S&P don't see clear indications of improvements
within the aforementioned transition period, it may remove this
notch, which could lead S&P to lower the rating on RSB to 'B'
from 'B+'.

S&P notes that, with total assets of RUB400 billion on Nov. 1,
2014, RSB has proven its leading market positions in the retail
segment.  The bank has a solid client base of about 26 million
retail customers and a material portion of systemwide retail
deposits.  S&P therefore considers the bank to have "moderate"
systemic importance and incorporate one notch of uplift in the
rating.

S&P's negative outlook reflects that it may downgrade the bank
if, over the next six to nine months, S&P don't see tangible
signs of improvements in the bank's capitalization or if the bank
demonstrates significantly higher credit costs and losses leading
to a greater erosion of the bank's capital than S&P projects.
Under such a scenario, S&P could remove the notch of uplift that
it currently applies for owner and management support and lower
the rating to 'B'.

S&P would consider an outlook revision to stable if it observed a
substantial improvement in the bank's capital buffer, namely if
shareholders' decisions regarding new capital injections were
sufficient to keep S&P's RAC ratio sustainably at above 5%, and
if both economic and operating conditions for banks in Russia
stabilized.


ZENIT BANK: Moody's Affirms 'Ba3' LT Debt & Deposit Ratings
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long-term debt and
deposit ratings of Zenit Bank and changed the outlook to negative
from stable. The standalone bank financial strength rating (BFSR)
of D-, corresponding to a standalone baseline credit assessment
(BCA) of ba3, was also affirmed and the outlook on the BFSR was
also changed to negative from stable. Concurrently, Moody's
affirmed the bank's Not-Prime short-term deposit ratings.

The key driver for the negative rating outlook is the worsening
operating environment in Russia, which puts pressure on Zenit's
asset quality and profitability.

Ratings Rationale

The change of outlook on Zenit Bank's ratings to negative from
stable is driven by the ongoing deterioration in Russia's
operating environment that is expected to exert negative pressure
on the bank's financial fundamentals. Moody's expects weakening
creditworthiness of the bank's borrowers and increase in funding
costs as a result of slowdown in the Russian economy, capital
flight, the restricted international market access of Russian
borrowers', depressed oil prices and depreciation of the Russian
rouble, thereby exerting negative pressure on the bank's asset
quality and profitability.

Moody's notes that Zenit's credit risk is heightened by material
exposure to long-term investment projects, with project finance
accounting for 32.5% of the loan book, rendering the loan book
vulnerable to cyclical worsening of the domestic operating
environment and market conditions. Loans to the construction
sector accounted for 16.6% of the loan book or 124% of equity as
of 1H-2014. In addition, high single-name concentrations -- with
the top 20 borrowers representing 232% of Tier 1 capital --
render the bank susceptible to the performance of a few
customers. Positively, Zenit's credit risk is partially mitigated
by good collateral level (mainly in the form of real estate) with
secured loans comprising 86% of gross loan book as of 1H-2014,
limited foreign currency exposure, and the bank's expertise in
the niche corporate segment.

Zenit's profitability is modest, with pre-provision income
accounting for only 1.7% of average total assets given narrow net
interest margin (2.9% at 1H-2014) and volatility in securities
trading and foreign exchange results. Moody's expects that the
increase in provisioning burden and funding costs alongside the
worsening market trend will accelerate pressure on the bank's
already modest bottom-line results.

Despite the aforementioned negative pressure, Zenit's capital
adequacy and liquidity cushion appear to be sufficiently adequate
to face rising risks in the short-term. Zenit Bank reported an
adequate total capital adequacy ratio (CAR) of 16% and Tier 1
capital ratio of 10.60% as of 1H-2014, supported by its moderate
growth strategy and recapitalization of earnings. Moody's expects
the bank's capital buffer to be resilient to absorb potential
credit losses under the rating agency's central stress scenario.
Refinancing risk is manageable, with limited external wholesale
debt repayments and ample liquidity cushion of 26.6% of total
assets as of 1H-2014 (including repo-eligible fixed-income
securities). Moreover, during 2014 Moody's has observed an
increase in deposits from Zenit's 24.6% stakeholder Tatarstan-
based Oil company Tatneft, which adds stability to the customer
deposit base.

What Could Move The Rating UP/DOWN

There is no upward pressure on Bank Zenit's ratings in the near
term (i.e., over the next 12 months). Moody's might change the
outlook on the long-term ratings to stable if there are material
improvements in the operating environment and evidence of reduced
pressure on the bank's financial fundamentals.

Bank Zenit's ratings could be downgraded if the sustained
deterioration in the domestic operating environment causes
material worsening in the bank's asset quality with significant
erosion of its profitability and capital.



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


BBVA RMBS 14: Moody's Assigns Ba2 Rating to EUR63MM Serie B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to two
classes of notes issued by BBVA RMBS 14 Fondo de Titulizacion de
Activos:

EUR637 million Serie A Notes, Definitive Rating Assigned A1 (sf)

EUR63 million Serie B Notes, Definitive Rating Assigned Ba2 (sf)

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

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

Ratings Rationale

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

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

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

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

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

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

Stress Scenarios:

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

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

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

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

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

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

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


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

EUR1555.5M Serie A Notes due September 2047, Definitive Rating
Assigned A3 (sf)

EUR274.5M Serie B Notes due September 2047, Definitive Rating
Assigned B2 (sf)

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

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

Ratings Rationale

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

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

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

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

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

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

Loss and Cash Flow Analysis:

Moody's ABSROM cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of such
default scenarios as defined by the transaction-specific default
distribution. On the recovery side Moody's assumes a stochastic
(normal) recovery distribution which is correlated to the default
distribution. In each default scenario, the corresponding loss
for each class of notes is calculated given the incoming cash
flows from the assets and the outgoing payments to third parties
and noteholders. Therefore, the expected loss for each tranche is
the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche. As such, Moody's
analysis encompasses the assessment of stressed scenarios.

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

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

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

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

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

Stress Scenarios:

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


INSTITUTO VALENCIANO: S&P Affirms BB- ICR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'BB-/B' long- and short-term issuer credit ratings on financial
agency Instituto Valenciano de Finanzas (IVF), located in Spain's
Autonomous Community of Valencia (AC Valencia).

The ratings on IVF reflect S&P's view of the strength of AC
Valencia's explicit statutory guarantee, under which it considers
IVF's liabilities as its own debt.

IVF is included in AC Valencia's European System of Accounts
Standards (ESA-2010) public sector consolidation scope.
Consequently, IVF's debt owed to international banks or capital
markets is covered by the liquidity support that Spain's central
government provides to AC Valencia though Spain's regional
liquidity fund, Fondo de Liquidez Autonomico.

In addition, S&P considers IVF to be a government-related entity
(GRE).  S&P considers that there is an almost certain likelihood
that AC Valencia would provide timely and sufficient
extraordinary support to IVF if needed, according to S&P's GRE
criteria.  S&P bases its view on its assessment of IVF's critical
role for and integral link with AC Valencia.

Based on IVF's critical role for and integral link with AC
Valencia, as S&P's GRE criteria define these terms, S&P equalizes
the ratings on IVF with those on AC Valencia.

S&P do not assign a stand-alone credit profile to IVF because it
do not consider it meaningful.  In S&P's view, IVF's financial
metrics are a reflection of its public-policy role and total
integration within AC Valencia's budget.  In addition, S&P thinks
IVF would not exist as an independent financial institution,
separate from AC Valencia's budget.

The stable outlook on IVF mirrors that on AC Valencia.  If S&P
downgraded AC Valencia, it would downgrade IVF, all other things
being equal.  S&P could upgrade IVF if it upgraded AC Valencia as
well as continuing to expect an almost certain likelihood of
support, based on S&P's view of IVF's integral link with and
critical role for AC Valencia.



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


VOLVO AB: S&P Assigns 'BB+' Rating to Subordinated Hybrid Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
issue rating to the subordinated hybrid notes to be issued by
Swedish vehicle manufacturer AB Volvo BBB/Negative/A-2) through
its subsidiary Volvo Treasury AB.  Volvo will guarantee the
proposed notes, which are in two tranches, one noncallable for
5.5 years and the other noncallable for 8.25 years, and Volvo has
the option to defer interest payments.

The completion and size of the transaction will be subject to
market conditions.  S&P understands that Volvo plans to use the
proceeds for general corporate purposes.

S&P classifies the proposed notes as having intermediate equity
content until their first call dates in 2020 and 2023
respectively.  This is because the notes meet S&P's criteria in
terms of their subordination, permanence, and optional
deferability during this period.

Consequently, in calculating Volvo's credit ratios, S&P will
treat 50% of the principal outstanding and accrued interest on
the proposed notes as equity.  S&P will also treat 50% of the
related payments on the notes as equivalent to a common dividend.
Both treatments are in line with S&P's hybrid capital criteria.

S&P arrives at its 'BB+' issue rating on the proposed notes by
notching down from its 'BBB' long-term rating on Volvo.  The two-
notch differential reflects S&P's notching methodology, whereby:

   -- One notch is for the subordination of the proposed notes
      because the rating on Volvo is in the investment-grade
      category ('BBB-' or higher); and

   -- One additional notch for payment flexibility to reflect
      that the deferral of interest is optional.

The notching reflects S&P's view that there is a relatively low
likelihood that Volvo will defer interest payments on the
proposed notes.  Should S&P's view change, it may significantly
increase the number of notches it deducts from the rating on
Volvo to derive the rating on the notes.

The interest to be paid on the proposed notes will increase by 25
basis points (bps) on the 5.5-year notes in 2025 and on the 8.25-
year notes in 2028, followed by a further 75 bps in 2040 and 2043
respectively.  S&P considers the cumulative 100 bps to be a
material step-up that is currently unmitigated by a commitment to
replace the instruments at that time.  In S&P's view, the step-up
provides an incentive for Volvo to redeem the notes on the
respective call dates in 2040 and 2043.  Consequently, in
accordance with S&P's criteria, it will no longer recognize the
proposed notes as having intermediate equity content after the
first call dates in 2020 and 2023 because the remaining period
until their economic maturity would then be less than 20 years.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' PERMANENCE

The proposed notes, which mature in 2075 and 2078, may be
redeemed for cash on the first call dates in 2020 and 2023, and
on each interest payment date thereafter.  The issuer intends
(but is not obliged) to redeem or repurchase the notes only to
the extent that they are replaced with instruments with
equivalent equity content. In addition, the notes may be called
at any time for tax, rating, and accounting events, or after a
material redemption.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' DEFERABILITY

Volvo retains the option to defer interest throughout the life of
the proposed notes.  However, any outstanding deferred interest
is cumulative, and will ultimately be settled in cash if, for
example, the issuer paid interest on the next interest payment
date, or Volvo declared a dividend.  S&P sees this as a negative
factor, but this condition remains acceptable under its
methodology because the issuer can still choose to defer on the
next interest payment date after settling a previously deferred
amount.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' SUBORDINATION

The proposed notes (and coupons) would constitute unsecured and
subordinated obligations of the issuer, supported by an
unconditional and irrevocable subordinated guarantee of Volvo.
The notes rank senior to Volvo's ordinary shares.



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


CITY COMMERCE: Placed Into Provisional Administration
-----------------------------------------------------
On November 20, 2014, in compliance with Article 76 of the Law of
Ukraine "On Banks and Banking", the National Bank of Ukraine
Board passed Resolution No. 732 declaring Public Joint-Stock
Company "CITY COMMERCE BANK" insolvent.

Pursuant to applicable laws, on November 21, 2014, the Deposit
Guarantee Fund appointed the provisional administration and an
authorized person to CITY COMMERCE BANK PJSC.

In April 2014, the National Bank of Ukraine conducted a limited
scope inspection at the Bank in view of the deterioration in the
financial standing of the Bank and receipt of complaints about
the Bank's failure to meet its obligations to clients. The
inspection has revealed facts of the Bank's failure to meet
clients' claims on time and multiple breaches of banking laws.

As part of established procedures, the regulator has held talks
with the management team and shareholders of the Bank to seek
ways to put the bank back on a sound footing. However, upon the
results of inspection conducted in May, the Bank was classified
as problematic and placed under special supervision through the
appointment of an NBU overseer. The National Bank of Ukraine has
set a deadline for the Bank to adopt corrective measures to bring
its operations into compliance with applicable laws.

The Bank has submitted the financial rehabilitation plan to the
National Bank of Ukraine. However, given that the measures
included in the plan did not allow the Bank to fully meet its
obligations to clients and improve its financial health, this
plan with numerous regulator's comments has been returned to the
Bank several times so that the Bank would alter it.

During May to October, the Bank's owners took measures to inject
additional capital in the bank by placing funds with the Bank on
subordinated debt terms, which enabled the Bank to partially meet
its obligations to clients.

However, the measures taken by the Bank's owners proved
insufficient to enable the Bank fully meet the its obligations to
clients and help it avoid going insolvent, as evidenced by
numerous complaints filed to the National Bank of Ukraine after
the Bank was declared problematic.

As First Deputy Governor of the National Bank of Ukraine
Oleksandr Pysaruk said, the central bank's top priority is to
ensure the smooth and transparent operation of the banking
system.

"The National Bank of Ukraine remains involved in efforts to
purge the banking system, in particular, from insolvent banks
that cause problems for depositors and do not create any value
for the economy. The health of the banking system, the provision
of liquidity support to solvent banks and assistance in
addressing temporary problems, the protection of the interests of
depositors and creditors of banks are among the top priorities of
the National Bank of Ukraine," emphasized Oleksandr Pysaruk,
adding that the Deposit Guarantee Fund would pay out the
guaranteed compensation to depositors in the shortest possible
time.


VAB BANK: Declared Insolvent by National Bank of Ukraine
--------------------------------------------------------
On November 20, 2014, in compliance with Article 76 of the Law of
Ukraine "On Banks and Banking", the National Bank of Ukraine
Board passed Resolution No. 733 declaring Public Joint-Stock
Company "VAB BANK" insolvent.

Pursuant to applicable laws, on November 21, 2014, the Deposit
Guarantee Fund appointed the provisional administration and an
overseer to the bank.

Since April 2014, following the results of banking supervision
over activities of Public Joint-Stock Company "VAB BANK", the
National Bank of Ukraine has repeatedly warned the bank
management team and its shareholders of potential risks arising
from the operation of VAB BANK PJSC.

In order to protect the interests of depositors and other
creditors of the above said bank, in October 2014, the National
Bank of Ukraine adopted a decision to place VAB BANK PJSC into
the category of problematic banks. The National Bank set a
deadline for VAB BANK PJSC to adopt corrective measures to bring
its operations into compliance with applicable laws.

As part of established procedures, the National Bank of Ukraine
has held talks with the management team and shareholders of VAB
BANK PJSC to seek ways to improve financial health of the bank.
VAB BANK PJSC has submitted the financial rehabilitation plan
that stipulated the provision of financial support by the bank's
shareholders within the established deadlines. However, the
bank's owners' efforts to increase the bank's capital fell short
of the amount required to keep the bank afloat. It should also be
noted that VAB BANK PJSC does not meet the eligibility criteria
allowing the government to step in to inject capital into the
bank, which was approved by Decision of the Expert and Analytical
Council for Government Participation in Bank Capitalization,
dated July 3, 2014. In addition, the international
recapitalization standards, which the National Bank of Ukraine
adopts as part of the IMF-supported program, do not envisage
participation of the government in recapitalization of the bank
if it has granted a substantial amount of loans to related
parties.

Therefore, the shareholders of VAB BANK PJSC have failed to
provide the required financial support to the bank, which led to
further deterioration in its financial standing, violation of
prudential standards and the bank's inability to meet its
obligations to depositors and other creditors on time. In
particular, Report on adherence to prudential standards and
limits on the open foreign exchange position, has shown a
decrease in the amount of regulatory capital of the bank as of
November 14, 2014 -- UAH1,511 million (minimum regulatory capital
requirement -- no less than UAH120 million).

As Deputy Governor of the National Bank of Ukraine Oleksandr
Pysaruk emphasized, the regulator has put the most efforts to
provide liquidity support to VAB BANK PJSC to ensure its ability
to repay deposits to depositors.

"Given the lack of resources to recapitalize the bank, the
National Bank of Ukraine was compelled to adopt a decision to
declare the bank insolvent. We are confident that the Deposit
Guarantee Fund will pay compensation to depositors in the
shortest terms and will do what is required to remove VAB BANK
PJSC from the market in an efficient manner in order to fully
meet the creditors' claims," Mr. Pysaruk noted.



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

BIRMINGHAM LOCAL TV: License Transferred to Kaleidoscope TV
-----------------------------------------------------------
digitaltveurope.net reports that Ofcom has agreed that the local
TV license for Birmingham will be transferred from Birmingham
Local TV (BLTV), which fell into administration during the
summer, to Kaleidoscope TV.

Financial advisor Duff and Phelps said the deal represents a
"notable dividend to BLTV's creditors," with Kaleidoscope TV now
having until February 28 to begin broadcasting, according to
digitaltveurope.net.

"I am delighted that after such a complex and intricate process,
we have been able to agree that Ofcom will authorize a transfer
request to Kaleidoscope TV.  As well as being the most
comprehensive programming proposal, the proposals from
Kaleidoscope TV, represented the best dividend prospects to
creditors of BLTV," the report quoted Matt Ingram, one of the
joint administrators from Duff and Phelps, as saying.

The report notes that Birmingham's City TV became the first of
the UK's new local TV services to collapse after BLTV called in
administrators to try to find a buyer for its local TV license in
August.

A month after this, Ofcom issued a warning, saying that it is
"very unlikely" that all the new local TV stations being licensed
will succeed, the report relays.


HOLMES CATERING: Space UK Buys Restaurant, Saves 25 Jobs
--------------------------------------------------------
Clare Burnett at Bdaily Business News reports that 25 jobs at
York-based restaurant and retail store fitter Holmes Catering
Equipment Ltd have been secured after the firm went into
administration due to cash flow issues.

Administrators James Sleight and John Twizell of Geoffrey Martin
& Co have reached an agreement with Space UK to buy the assets of
the business, according to Bdaily Business News.

The report notes that the sale of the business will preserve the
Holmes brand going forward and current customer contracts can be
continued with certainty, saving around 25 jobs from being lost.

Part of the Holmes Group, York?based Holmes Catering Equipment
Ltd specializes in the design, manufacture and installation of
full commercial kitchen schemes, food retail displays, bespoke
foodservice counters and restaurant interiors.

The business, which works for some of the UK's leading companies,
including Tesco, Morrisons, local authorities, hotel chains and
the Royal Household, entered into Administration in October
following cash flow issues.


LAKESIDE 1 LTD: S&P Assigns 'B-' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to Lakeside 1 Ltd., the holding company
of U.K.-based regeneration services provider and housing
developer Keepmoat Ltd.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the GBP75
million super senior revolving credit facility (RCF).  The
recovery rating on the RCF is '1', indicating S&P's expectation
of very high (90%-100%) recovery in the event of a payment
default.

In addition, S&P assigned its 'B-' issue rating to the group's
GBP263 million senior secured notes issued by Keystone Financing
PLC.  The recovery rating on these notes is '4', indicating S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.

The ratings on Lakeside 1 reflect S&P's assessment of the
operating company Keepmoat's business risk profile as "weak" and
its financial risk profile as "highly leveraged."

Keepmoat is one of the main providers of affordable housing
development and community regeneration services in the U.K.  It
operates via two segments: Regeneration, including refurbishment,
maintenance, and related services for affordable and social
housing; and Homes (homebuilding), focusing on properties priced
in the lower quartile of the market and targeted at first-time
buyers.  On Sept. 9, Keepmoat announced its acquisition by
private equity funds TDR Capital and Sun Capital Partners.  The
acquisition is expected to complete by the end of Nov.

S&P's business risk assessment of "weak" reflects the company's
operations in cyclical and very fragmented markets, characterized
by low margins and low barriers to entry.  S&P also notes
Keepmoat's reliance on government spending and initiatives; the
majority of its customers are either public or nonprofit
entities. In addition, Keepmoat has some exposure to building
materials and other associated cost increases because its
contracts are mostly fixed-price.  That said, S&P understands
that these risks are partly mitigated by back-to-back contracts
with suppliers and subcontractors.

On the other hand, S&P notes Keepmoat's good position in the
housing regeneration market.  This is supported by its national
scale in the U.K. and its longstanding customer relationships
with local authorities and housing associations.  In S&P's view,
Keepmoat's integrated service offering also provides a key
competitive advantage over smaller players.  S&P understands that
multiyear contracts provide a certain degree of visibility over
revenues in the Regeneration segment, while S&P believes that
Keepmoat is more reliant on market price evolution in the Homes
segment.

Lakeside 1's pro forma debt capital structure after the
acquisition includes a GBP263 million senior secured bond, a
GBP75 million RCF, and about GBP110 million of preference shares
that S&P treats as debt in accordance with its criteria.  On this
basis, S&P expects Lakeside 1's Standard & Poor's-adjusted pro
forma ratio of gross debt to EBITDA to be about 6.2x, including
some modest adjustments for operating leases and assuming about
GBP20 million drawn under the RCF for letters of credit.  S&P do
not include performance bonds issued by insurance companies to
Keepmoat's clients in its debt calculation.

S&P's base case scenario assumes:

   -- Overall mid-to-high-single-digit revenue growth in the next
      two years, supported by the improved economic outlook in
      the U.K.

   -- Strong market dynamics in the U.K. housing market,
      including still-insufficient housing supply and improved
      mortgage availability, to support volumes over the short-
      to-medium term in the Homes segment.  In the Regeneration
      segment, growth to be driven by a moderate market share
      increase and stable demand from local authorities and
      housing associations.  Gross profit to grow along with
      turnover, although S&P forecasts gross margins to slightly
      decrease, reflecting a changing turnover mix in the
      Regeneration segment and a less favorable geographic mix in
      the Homes segment.

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

   -- Overall stable EBITDA margins at about 6.5%, including
      Standard & Poor's adjustments.  Overall, S&P views Lakeside
      1's margins as fairly low compared with rated peers in both
      business services and homebuilding sectors.  This mostly
      relates to Keepmoat's positioning in the affordable
      segment, with a notably low average selling price in the
      Homes segment.

   -- Funds from operations (FFO) cash interest coverage of about
      2.8x.

   -- Standard & Poor's-adjusted debt to EBITDA of about 6.2x
      over the next two years.

Lakeside 1's anchor -- the starting point in assigning an issuer
credit rating -- is 'b', reflecting the above factors, in
addition to the company's good FFO cash interest coverage
compared with similarly rated peers.  The rating incorporates a
one-notch downward adjustment for S&P's comparable rating
analysis -- this reflects some volatility in the cash-flow base,
linked to often unpredictable quarter-on-quarter fluctuations in
demand in Keepmoat's main markets.  S&P also views the company's
absolute cash-flow base as small, with free operating cash flow
(FOCF) of about GBP25 million per year in S&P's forecasts.  In
S&P's view, this provides only a limited cushion to absorb the
impact of any unexpected events, such as a temporary spike in
working capital. The negative comparable rating analysis also
reflects the limited track record in operating performance and
financial policy since the restructuring in 2012.

S&P's assessment of the group's financial policy as "financial
sponsor-6" encapsulates the private equity ownership of TDR
Capital and Sun Capital and the overall high leverage in the
capital structure.

The stable outlook on Keepmoat reflects S&P's expectation of a
progressive increase in revenue with broadly stable adjusted
EBITDA margins.  While S&P anticipates that the markets in which
Keepmoat operates will remain fragmented and competitive, S&P
considers that Keepmoat's broad service offering should be
supportive of its market position in the U.K. Regeneration and
Homes segments.  The outlook further assumes that Keepmoat's
liquidity will remain "adequate," as per S&P's criteria.  Over
the next 12 months, S&P anticipates that Keepmoat's FFO cash
interest coverage will remain above 2x.

In S&P's opinion, the most likely trigger for an upgrade would be
an improvement in the stability and amount of FOCF.  In S&P's
view, this would most likely occur if Keepmoat's sees its EBITDA
base materially increase, with the company able to control
working capital expansion.

S&P could lower the ratings if Keepmoat's FOCF became
significantly negative, which, absent any external source of
funding, would weaken the company's liquidity position.  The most
likely trigger for this would be a substantial decrease in EBITDA
compared with S&P's current base case.  However, S&P do not
consider this scenario to be likely.


NOUGAT LONDON: Downturn in Trade Prompts Administration
-------------------------------------------------------
Jill Geoghegan at Drapers reports that Nougat London has
appointed administrators, blaming challenging market conditions
for a downturn in trade.

Administrators at Zolfo Cooper, which was appointed on Nov. 21
blamed "a downturn in trade amid challenging market conditions"
for the difficulties of the brand, which was founded in 1990,
Drapers relates.

It is thought that the warm autumn weather and discounting of
knitwear and outerwear added to the business's problems, Drapers
discloses.

According to Drapers, the company, which trades under the brand
names Nougat, Havren, Nougat Bath and Body and NGT for men, will
continue to trade while the options for a sale of all or part of
the business are explored.  During this period, the joint
administrators Claire Winder, Peter Saville --
psaville@zolfocooper.eu -- and Anne O'Keefe --
aokeefe@zolfocooper.eu -- as cited by Drapers, said they will
"seek to ensure minimal disruption to the supply of goods to
concessions stocking the company's brands".

Nougat London is a Womenswear brand.


PRECISE MORTGAGE 1: Fitch Affirms 'BBsf' Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Precise Mortgage Funding No.1 plc.

The transaction is a securitization of non-conforming residential
mortgage loans originated and serviced by Charter Court Financial
Services (CCFS or Exact; RPS3+/RSS2-)

KEY RATING DRIVERS

Solid Asset Performance

The issuer has reported solid asset performance since close in
December 2013, driven by the current low interest rate
environment, which has positively impacted borrower
affordability. In addition, the assets in the portfolio have been
originated post-crisis, under more stringent underwriting
standards and are deemed to be of near prime nature.  In Sept.
2014, there were no loans in arrears by more than three months,
and only two loans were identified as being in arrears by less
than three months.  No properties have been taken into
possession, and as a result no losses have been reported to date.

Combined Liquidity and Reserve Fund

The transaction is supported by a non-amortizing reserve fund
(RNRF) set at 3.3% of the rated note balance at close.  The RNRF
is divided into two parts that can vary in proportion at any
point in time, one for liquidity only and the other covers both
losses and liquidity shortfalls.  At transaction close, RNRF only
provided liquidity.  Once the outstanding note balance reaches
73% of the initial issuance amount, the liquidity-only portion
will reduce and the remainder (rated note reserve fund available
amount, RNRFAA) will become available to absorb credit losses.

Sequential Amortization

The notes are currently amortizing sequentially with no pro-rata
trigger in place.  Combined with the increasing RNRFAA as the
notes continue to amortize, the credit enhancement (CE) available
to the notes will continue to build-up.

Unhedged Interest Rate Risk

Precise comprises loans linked to floating rate loans and fixed
rate loans, most of which are expected to revert to floating
within the next 12 months.  Although the fixed rate loans are
hedged, the mismatch between the interest received on the BBR
loans (14% of the current pool) and the Libor-paying notes is
left unhedged when fixed rate loans revert to floating.  In its
analysis, Fitch stressed the excess spread to account for this
risk and found the CE available to the rated notes sufficient to
withstand such stresses, as reflected in the affirmation of the
notes.

RATING SENSITIVITIES

In Fitch's view, a sudden sharp increase in interest rates will
put a strain on borrower affordability, particularly given the
weaker profile of non-conforming borrowers.  If defaults and
associated losses increase beyond the agency's stresses, the
junior tranches may be downgraded.

The rating actions are:

Class A (ISIN XS0992781962): affirmed at 'AAAsf', Outlook Stable
Class B (ISIN XS0992793462): affirmed at 'AAsf', Outlook Stable
Class C (ISIN XS0992793629): affirmed at 'Asf', Outlook Stable
Class D (ISIN XS0992793892): affirmed at 'BBBsf', Outlook Stable
Class E (ISIN XS0992795160): affirmed at 'BBsf', Outlook Stable


SHIELD HOLDCO: Moody's Changes 'B2' CFR Outlook to Stable
---------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the B2 corporate family rating (CFR) and B3-PD
probability of default rating (PDR) of Shield HoldCo Ltd. (Sophos
or the company). Concurrently, Moody's has changed to stable from
negative the outlook on the B2 instrument ratings of the USD30
million revolving credit facility (RCF) and USD400 million
equivalent Term Loan B raised by Shield Finance CO S.A.R.L, a
subsidiary of Sophos. In addition, Moody's has affirmed these
ratings.

Ratings Rationale

"The change of outlook to stable from negative reflects Sophos's
(1) sustained improvement in operating performance over the last
18 months to September 30, 2014 as demonstrated by the year-on
year quarterly growth in pro-forma billings (pro-forma for the
acquisitions of Cyberoam and divestiture of non-core Cyber)
during this period, (2) strengthened business with a focus on
small and medium sized enterprises (SME's) with successful
diversification of its product offering towards Unified Threat
Management (UTM), and (3) improved liquidity position", says
Sebastien Cieniewski, Moody's lead analyst for Sophos.

Sophos's successful rebalancing of its product portfolio is
credit positive as it increases the company's exposure to the
fast growing UTM market -- IDC, the provider of market
intelligence for the information technology, telecommunications
and consumer technology markets, projects a 14% compound annual
growth rate (CAGR) for the UTM market for the period 2012-2017
compared to a lower 7% for the Endpoint security market during
the same period. Sophos's UTM segment experienced a continued
strong growth on a pro-forma basis of 20.5% and 35.3% in FY
2013/14 and H1 2014/15, respectively, and accounted for 36% of
pro-forma billings in FY 2013/14 compared to a lower 24% in FY
2011/12.

The more competitive nature of the Enduser segment as well as
Sophos's management increasing focus on UTM resulted in a decline
in Enduser billings as a proportion of total group billings and
in absolute terms -- Enduser billings decreased at a rate of
1.0%, 9.4%, and 0.4% in FY 2011/12, FY 2012/13, and FY 2013/14,
respectively. Thanks to the shift towards a channel-only
distribution model and management's increased attention given to
the Enduser product offering following the period of integration
of the UTM acquisitions, the Enduser segment experienced a return
to growth in H1 2014/15 with billings showing an 11.3% year-on-
year increase during that period. While the above mentioned
achievements support the stabilization of Sophos's outlook,
Moody's notes, however, that billings growth is partly mitigated
by Sophos's lower cash EBITDA margin due to (1) the increasing
contribution in terms of billings of the lower margin UTM
segment, (2) the increased marketing efforts to support growth,
and (3) the shift to channel-only distribution. Sophos's adjusted
cash EBITDA margin (as reported by the company) decreased to
25.3% in FY 2013/14 from 28.3% in FY 2011/12 with a further
decline projected by Moody's for FY 2014/15.

Moody's considers that Sophos benefits from a good liquidity
position. Liquidity is supported by the company's USD66 million
cash balance and undrawn USD30 million RCF as of September 30,
2014 and Moody's expectation of improving free cash flow (FCF)
generation. Sophos's FCF has been constrained by significant
exceptional items totaling USD48 million over the period FY
2011/12 to FY 2013/14 mainly due to restructuring charges related
to the rebalancing of the product portfolio and the integration
of acquisitions. Despite the phasing out of these restructuring
charges, Moody's projects a relatively modest 5% FCF-to-adjusted
debt (adjusted mainly for operating leases) in FY 2014/15 due to
the negative impact of catch-up tax payments for the company's
German business. With normalized tax payments and low exceptional
items, the rating agency projects the FCF-to-adjusted debt will
trend towards 10% from FY 2015/16. Based on the company's track
record over the last 3 years, Moody's expects the company will
continue performing bolt-on acquisitions limiting cash balance
accumulation or significant debt prepayment.

The PDR of B3-PD, one notch below the B2 CFR, reflects the bank-
debt-only nature of Sophos' capital structure with financial
maintenance covenants, leading to Moody's assumption of a 65%
recovery rate. The RCF and Term Loan B are secured by a
comprehensive security package (including both share pledges and
charges over other assets) granted by the holding companies and
operating companies in the group and benefit from upstream
guarantees from operating subsidiaries. The B2 instrument rating
for the RCF and Term Loan B, at the same level as the CFR,
reflects their pari passu ranking and the absence of significant
non-debt liabilities ranking above or below.

The stable outlook on the ratings reflects Moody's expectation of
moderate growth in billings over the medium-term thanks to the
strong fundamentals of the UTM segment which may offset any
potential pressure arising in the more competitive Enduser
segment, as well as the expectation of sustained free cash flow
generation going forward following a period of restructuring of
the product portfolio associated with significant restructuring
costs.

While unlikely in the short-term following the stabilization of
Sophos's outlook to stable from negative, positive pressure on
the ratings could arise if Sophos demonstrates continued strong
growth of its UTM billings with no billings erosion for the
Enduser segment, FCF/adjusted debt ratio approaches 10% on a
sustainable basis with the company favouring debt prepayment to
acquisitions as far as excess cash flow is concerned.

Downward pressure might occur if (1) billings show a decline due
to a slowdown in UTM growth and/or significant decline of
Enduser, (2) FCF/adjusted debt decreases to well below 5% on a
sustained basis, (3) Sophos embarks on an aggressive debt-funded
M&A activity, or (4) the liquidity position deteriorates.

The principal methodology used in these ratings was Global
Software 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.

Headquartered in Abingdon (UK), Sophos is a leading IT provider,
specialized in security software and data protection for
businesses. The company operates in more than 150 countries but
generates more than 80% of its billings in two regions: Europe
and North America.


TINSLEY SPECIAL: In Administration; 90 Jobs Affected
----------------------------------------------------
Tom Keighley at The Journal reports that trailer engineers
Tinsley Special Products have gone into administration with the
loss of 90 jobs, just months after securing GBP3.5 million in
Regional Growth Fund money.

Just this year, the County Durham-based fabricators acquired
Marshall Aerospace and Defence Group's Mildenhall operations in
Suffolk, and in January, they bought Tanfield Engineering Systems
Ltd. out of administration, The Journal recounts.

Administrators Ian Kings -- ian.kings@bakertilly.co.uk -- and
Allan Kelly -- allan.kelly@bakertilly.co.uk -- from Baker Tilly
were appointed to Tinsley early this month and confirmed 90
redundancies across the firm's Peterlee and Suffolk operations,
The Journal relates.

Allan Kelly, joint Administrator and partner in Baker Tilly's
North East region, as cited by The Journal, said: "Tinsley
Special Products Limited has suffered from a downturn in trade
which has impacted on profit and cash flow.  Unfortunately the
contract position and financial requirements of the Company left
us with little option but to cease trading shortly after
appointment.

"We are in the process of realising the assets and quantifying
the liabilities of the company to ascertain if a distribution can
be made to creditors.

"Additionally, our specialist employment team are assisting the
employees in making the relevant claims for any outstanding wage
arrears, holiday pay and other claims from the Redundancy
Payments Service."


WEST CORNWALL PASTY: Creditors May See Little to No Recovery
------------------------------------------------------------
Insider Media Limited reports that creditors of Penryn-
headquartered West Cornwall Pasty Co are set to be left
substantially out of pocket, a progress report on its collapse
has revealed.

The company was forced into administration in April 2014 because
of the government's controversial "pasty tax" and unfavorable
weather conditions, according to Insider Media Limited.

West Cornwall Pasty Co was subsequently saved, along with 274
jobs, by an investment firm which included former England
international Danny Mills among its backers, the report notes.

The report relates that secured creditor Sankaty, a subsidiary of
high-profile US private equity firm Bain Capital, is expected to
suffer a "substantial shortfall" on its lending, according to the
new progress report by PricewaterhouseCoopers.

The firm was owed GBP5 million when the Big Four firm was
appointed as administrator of the pasty company, the report
notes.  This has been offset by GBP286,000 held in a blocked
deposit account for the benefit of the secured creditor, the
report relates.  Sankaty had received close to GBP50,000 at the
time of the report, the report discloses.

Trade unsecured creditors are only expected to see a maximum of 2
per cent of the GBP2.8 million they are owed, the report relays.

Investment firm Enact emerged as the preferred bidder in the run
up to the administration, eventually buying 35 of West Cornwall's
65 outlets for GBP135,000, the report notes.  As well as the
agreement between Enact and PwC, Sankaty took an equity stake in
the company set up for the transaction, the report says.

Enact has since collected just more than GBP115,000 in book
debts, with no more expected, the report adds.


* UK: West Midlands Construction Firm at Risk Of Insolvency Fell
----------------------------------------------------------------
bqlive.co.uk reports that figures compiled by insolvency body R3,
using Bureau Van Dijk's Fame database, showed that the number of
West Midlands construction companies with a higher than normal
risk of insolvency fell from 875 in July to 838 in October,
registering a drop for the third consecutive month.

bqlive.co.uk says the overall risk of insolvency of the
construction sector's 18,000 businesses in the West Midlands has
remained constant at around 25%, indicating that one in four
companies is struggling.

In the West Midlands manufacturing sector, there was an increase
of 13% in the number of businesses with a higher than normal risk
of insolvency, rising from 450 companies to 507.  This followed a
fall of 4% in September, bqlive.co.uk relays.

According to the report, the overall risk of insolvency across
the West Midlands' 14,500 manufacturing businesses has remained
relatively constant since July at around 18%, indicating that
around one in five  companies continues to struggle.

R3 Midlands chairman Richard Philpott, a partner at KPMG in the
region, said:  "Whilst there has been much talk of a regional
recovery and a return to pre-2008 trading conditions, we should
be mindful of the fact that many businesses are still treading a
fine line between adopting a cautious strategy and going for
growth."



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


* BOOK REVIEW: The First Junk Bond
----------------------------------
Title: The First Junk Bond: A Story of Corporate Boom
and Bust
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/p63Hn2
Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

229The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.


                            *********

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

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

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


                            *********


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

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

Copyright 2014.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *