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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, April 17, 2015, Vol. 16, No. 75

                            Headlines

B U L G A R I A

CORPORATE COMMERCIAL: Court to Issue Insolvency Ruling Next Week


F R A N C E

PEUGEOT SA: Fitch Raises IDR to 'BB-'; Outlook Positive


G E R M A N Y

TAURUS 2015-2: Moody's Assigns (P)B2 Rating to Class F Notes


G R E E C E

GREECE: Bailout Negotiations Going Very Slowly, EU Official Says
GREECE: S&P Cuts Sovereign Credit Ratings to 'CCC+/C'


I R E L A N D

ALPSTAR CLO: S&P Affirms 'CCC+(sf)' Rating on Class E Debt
VALLERIITE CDO I: S&P Raises Rating on Class A-1 Notes to 'B+'


L U X E M B O U R G

SBM BALEIA: Moody's Withdraws 'Ba3' Rating on Sr. Secured Notes


N E T H E R L A N D S

PAPERLINX BENELUX: Commences Administration Process


R U S S I A

O1 PROPERTIES: S&P Affirms 'B+' Long-Term Corporate Credit Rating
RASPADSKAYA OAO: Moody's Affirms 'B2' Corp. Family Rating


S P A I N

AYT CAJA GRANADA 1: Fitch Lowers Rating on Class C Notes to 'CC'
GRUPO ISOLUX: Fitch Affirms 'B+' IDR & Revises Outlook to Neg.


S W E D E N

PA RESOURCES: Continued Reorganization Approved Thru June 29


U N I T E D   K I N G D O M

LA FITNESS: Terra Firma's Guy Hands Mulls Bid for Business
ODEON & UCI: S&P Affirms 'CCC+' Long-Term Corporate Credit Rating
PENDRAGON PLC: Fitch Affirms 'B' IDR; Outlook Stable
PREMIER GOLD: Finalizes Investment Policy, Wants Trading Resumed
WARWICK FINANCE: S&P Gives Prelim BB(sf) Rating to Class F Debt

WARWICK FINANCE: Moody's Assigns (P)B3 Rating to Class F Notes


X X X X X X X X

* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer


                            *********


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


CORPORATE COMMERCIAL: Court to Issue Insolvency Ruling Next Week
----------------------------------------------------------------
The Sofia Globe reports that the Sofia City Court held a hearing
in the insolvency case against Corporate Commercial Bank on
April 15 and was expected to issue a ruling "within seven days".

The three-hour hearing was not open to the public, after CCB
interim receivers and the state deposit guarantee fund objected
to the motion, The Sofia Globe relates.

According to The Sofia Globe, specialist judiciary news website
Legalworld.bg reported that presiding judge Ivo Dachev was
expected to issue a ruling at the start of next week.

If the judge declares the bank insolvent, as it is widely
expected, his next step will be to notify the deposit guarantee
fund, which will have to appoint permanent bankruptcy receivers
to replace the interim ones, The Sofia Globe relays.

Afterwards, creditors will have two months to submit their
claims, followed by two weeks during which creditors that did not
have their claims accepted will be able to lodge their
objections, The Sofia Globe states.  Legalworld.bg, as cited by
The Sofia Globe, said if creditors cannot reach common ground
with the bankruptcy receivers, the former could lodge lawsuits,
which could take up to year to resolve, delaying the liquidation
process of CCB assets.

The report said a key part any insolvency ruling will be the date
on which the bank is declared insolvent, The Sofia Globe notes.

             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.



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


PEUGEOT SA: Fitch Raises IDR to 'BB-'; Outlook Positive
-------------------------------------------------------
Fitch Ratings has upgraded Peugeot SA's (PSA) Long-term Issuer
Default Rating (IDR) to 'BB-' from 'B+' with a Positive Outlook
and affirmed the senior unsecured rating at 'BB-'.

The upgrade reflects S&P's projections that PSA's core automotive
operations will remain profitable, following the improvement of
their operating margin to around breakeven in 2014, before
adjustments for capitalized development costs, from negative 2.9%
in 2013 and negative 3.9% in 2012.  Fitch also forecasts free
cash flow (FCF) margin to remain positive, between 1% and 3%
through 2017.  Fitch believes that the group continues to face
challenges, including weak demand in several emerging markets but
this should be offset by the gradual recovery in Europe.
Furthermore, PSA's significant work on its cost structure over
the past couple of years has started to be successful and should
mitigate the intense pricing pressure and continuous overcapacity
in its domestic market.

The upgrade also reflects the absence of liquidity risks and the
material decline in leverage in 2014 following EUR0.9 billion in
positive FCF combined with a EUR3 billion capital increase.  As a
result, the group's funds from operations (FFO) adjusted net
leverage fell to 1.6x at end-2014 from 4.9x at end-2013 and Fitch
expects further improvement towards breakeven by end-2017.

The Positive Outlook reflects Fitch's view that the group's
financial metrics could be in line with the mid-range of the 'BB'
category by end-2016.  Further evidence that the improvement
recorded in 2014 and expected in 2015 is sustainable in 2016 and
beyond could lead to a further upgrade.

KEY RATING DRIVERS

Modest Sales Recovery

Fitch expects PSA's revenue growth to remain moderate in
2015-2016 as the group's strategy includes a smaller product
range and lower discounts, which will hinder volume growth.  In
addition, Fitch expects further adverse conditions in several
markets including Latin America and Russia.  However, this should
be offset by the recent and upcoming renewal of key models, the
gradual recovery of the European market as well as further growth
and increasing market shares in China.

Progress in Restructuring

Strategic measures to streamline the product portfolio and
profitably expand international operations have started to bear
fruit.  In Europe, we expect PSA's cash-preservation and cost-
reduction measures to improve the cost base and hence boost
profitability further in 2015 and 2016.  Fitch projects PSA's
automotive operating margin to increase further, towards 3% in
2017 from about breakeven in 2014 and negative 2.9% in 2013,
before adjustments for capitalized development costs.

Recovering Profitability and FCF

Fitch expects earnings to benefit from the improved cost
structure and increasing sales in the next couple of years but to
be challenged by further FX volatility, investments and adverse
market conditions, particularly outside Europe.  In 2015, Fitch
expects a positive impact from FX and raw materials to boost
underlying margin progression.

FCF in 2014 was a robust EUR0.9 billion, in sharp contrast with
the cash absorption of EUR1.3 billion in 2013 and EUR3.3 billion
in 2012.  It was supported by the strengthening of underlying
FFO, a substantial EUR1 billion inflow from working capital
improvements and controlled investments.

Lower Leverage

Fitch expects leverage decline to come from further positive FCF,
the creation of a joint venture with Santander releasing some
equity from Banque PSA Finance (BPF) and the issue of warrants
and the possible conversion of a convertible in 2016.  This
should offset an acceleration in capex and the potential
resumption of dividends in the medium term.

Weak Competitive Position

Despite continuous recent improvement, PSA's sales remain biased
toward the European market and the mass-market small and medium
segments, where competition and price pressure are fiercest.
Competition is also intensifying in foreign markets where PSA has
diversified, including Latin America, Russia and China.

Capital Increase

The French state and Dongfeng Motor have become PSA's majority
shareholders, in line with the Peugeot family, each with a stake
of 14.1%.  The capital increase has benefited the financial
profile but the new shareholding structure may present some
challenges to coordinate the potentially diverging interests of
the various shareholders.

Sound Liquidity

Liquidity remains healthy, including EUR8 billion of readily
available cash for its industrial operations at end-2014,
including Fitch's adjustments.  In addition, committed credit
lines of EUR3 billion at PSA maturing in 2017 and 2019 and EUR1.2
billion at Faurecia were undrawn at end-2014.

KEY ASSUMPTIONS

Fitch's key assumptions for 2015-2017 within its rating case for
PSA include:

   -- Industrial operations' revenue up by 3% in 2015, growth
      moderating to about 1.5% in 2016 and accelerating
      thereafter.

   -- Auto operating margin increasing to more than 2% in 2015-
      2016 and reaching 3% by 2017.

   -- Capex to increase to about EUR3 billion, no dividend paid
      in 2015-2016.

   -- Dividends paid by BPF of about EUR400 million in 2015 and
      EUR500 million in 2016 and by Dongfeng Peugeot-Citroen
      Automobile (DPCA) increasing gradually to just under
      EUR200 million by 2017.

   -- Cash inflows of about EUR500 million per year in 2015-2017
      from the release of equity following the establishment of
      the JV with Santander.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

   -- Further diversification of sales.

   -- Automotive operating margins above 2% (2014: 0.2%, 2015E:
      2.4%, 2016E: 2.3%).

   -- FCF above 1% (2014: 1.8%, 2015E: 0.9%, 2016E: 2.1%).

   -- FFO adjusted net leverage below 2x (2014: 1.6x, 2015E:

      0.8x, 2016E: 0.1x).
   -- CFO/adjusted debt above 25% (2014: 28%, 2015E: 41%, 2016E:
      53%).

Negative: Future developments that may, individually or
collectively, lead to negative rating action include

   -- Inability to sustain positive automotive operating margins.

   -- Negative FCF.

   -- FFO adjusted net leverage above 3x.

   -- CFO/adjusted debt below 15%.



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


TAURUS 2015-2: Moody's Assigns (P)B2 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to the debt issuance of Taurus 2015-2 DEU Limited:

  -- Class A Notes, Assigned (P)Aaa (sf)

  -- Class B Notes, Assigned (P)Aa2 (sf)

  -- Class C Notes, Assigned (P)A3 (sf)

  -- Class D Notes, Assigned (P)Baa3 (sf)

  -- Class E Notes, Assigned (P)Ba2 (sf)

  -- Class F Notes, Assigned (P)B2 (sf)

Moody's has not assigned provisional ratings to the Class X Notes
of the Issuer.

Taurus 2015-2 DEU Limited is a true sale transaction backed by a
single loan, secured over a large mixed use office and hotel
asset connected to Frankfurt International Airport Terminal 1.
The loan was granted by Bank of America Merrill Lynch
International to refinance existing debt.

The rating actions are based on (i) Moody's assessment of the
real estate quality and characteristics of the collateral, (ii)
analysis of the loan terms and (iii) the expected legal and
structural features of the transaction.

The key parameters in Moody's analysis are the default
probability of the securitized loan (both during the term and at
maturity) as well as Moody's value assessment of the collateral.
Moody's derives from these parameters a loss expectation for the
securitized loan.

In Moody's view, the key strengths of the transaction include (i)
the quality of the collateral consisting of a highly modern
office and hotel complex, (ii) strong tenant covenants and (iii)
two well performing Hilton hotels that benefit from direct
connection to the airport terminal.

Challenges in the transaction include (i) the non-traditional
office location likely only attracting tenants who want to be in
close proximity to the airport, (ii) exposure to hotel operating
performance, which is more volatile than other property types
(iii) concentrated tenant exposures and (iv) a high loan leverage
compared to other loans in CMBS 2.0 transactions, (v) the
borrower not being a newly established special purpose entity.

Moody's day-1 loan to value ratio (LTV) is 80.3% at the cut-off.
Despite some amortization during the loan term, Moody's LTV at
loan maturity is 83.9% due to a lower value attached to the
office portion of the building resulting from the shorter
remaining lease term of the largest tenants, especially KPMG.

The principal methodology used in this rating was Moody's
Approach to Rating EMEA CMBS Transactions published in December
2013.

Other factors used in this rating are described in European CMBS:
2014-16 Central Scenarios published in March 2014.

Moody's Parameter Sensitivity:

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's-rated 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 Single Borrower
securitization are calculated by stressing key variable inputs in
Moody's primary rating model. Moody's principal portfolio model
inputs are Moody's loan default probability (Moody's DP) and
Moody's modelling value (Moody's Model Value). In the Parameter
Sensitivity analysis, Moody's assumed the following stressed
scenarios: Moody's Model Value decreased by -20% and -40% and
Moody's DP increased by 50% and 100%. The parameter sensitivity
outcome ranges from 0 to 4 notches for Class A, 1 to 9 notches
for Class B, 2 to 9 notches for Class C, 1 to 8 notches on Class
D, 2 to 7 notches for Class E and 1 to 4 notches for Class F.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property value backing the
underlying loan, (ii) an increase in the default probability
driven by declining loan performance or increase in refinancing
risk, or (iii) an increase in the risk to the notes stemming from
transaction counterparty exposure (most notably the account bank,
the liquidity facility provider or borrower hedging
counterparty).

Main factors or circumstances that could lead to an upgrade of
the rating are generally (i) an increase in the property value
backing the underlying loan, or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

The rating for the Notes addresses the expected loss posed to
investors by the legal final maturity. In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on, or before, the final legal
maturity date. Moody's ratings address only the credit risks
associated with the transaction; other non-credit risks have not
been addressed but may have significant effect on yield to
investors. Moody's ratings do not address the payments of AFC
Payments as defined in the Offering Circular.



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


GREECE: Bailout Negotiations Going Very Slowly, EU Official Says
----------------------------------------------------------------
Valentina Pop and Stephen Fidler at The Wall Street Journal
report that Greece's negotiations with international creditors
are going very slowly and are nowhere near the point where
bailout money can be disbursed.

The Greek government has complained that it will soon run out of
cash if no bailout money is disbursed, a development that would
raise the prospect of a default on its debt and even an exit from
the euro, The Journal notes.

"Currently, there is some progress but unfortunately those
negotiations were in for a slow start, time is short and there is
a lot of ground to be covered," The Journal quotes
Valdis Dombrovskis, vice president of the European Commission in
charge of euro and social dialogue, as saying.

Mr. Dombrovskis travels to Washington this week for the
International Monetary Fund's spring meetings and an informal
gathering of the Group of Seven industrialized countries, where
Greece is likely to feature prominently on the agenda, The
Journal discloses.

According to The Journal, a senior U.S. Treasury official said
Treasury Secretary Jacob Lew intends to press Greek Finance
Minister Yanis Varoufakis later this week to "engage proactively"
with EU officials to resolve the stalemate in talks over bailout
funds.

"It's important that a strategy be found in which Greece can
continue to honor their obligations," the U.S. official, as cited
by The Journal, said. "If that doesn't happen, if there's not an
agreement on that, then there would be economic, potentially
tough economic challenges, for Greece," he warned.

"It would also enhance and amplify uncertainties for Europe and
for the global economy. So it's of great importance that an
agreement be reached."

But for any money of the remaining EUR7.2 billion (US$7.6
billion) bailout tranche to be disbursed, "it really depends on
how quickly the Greek side can deliver," The Journal quotes
Mr. Dombrovskis as saying.

According to The Journal, Mr. Dombrovskis said, "There are still
many things to be done if we are to achieve substantial progress
by end April. The Greek government had a slow start in the
negotiations, lots of time was spent on discussing . . . where
the experts will meet and things like that before we went into
real negotiations.  In recent weeks, we see some more intense
engagement, but still those discussions are going very slowly and
they are very complicated".

A spokeswoman for the German finance ministry also played down
prospects for the ministers' meeting in Riga, saying more bailout
funds won't be paid out this month, The Journal relays.

                         Drastic Measures

The Telegraph's Mehreen Khan reports that cash-strapped Greece is
planning to resort to drastic measures to stay afloat, as the
country's bail-out drama moves to Washington.

Finance Minister Yanis Varoufakis was due to drum up support for
his debt-stricken nation when he meets with President Obama at
the White House on April 15, The Telegraph relays.

The meeting with the world's most powerful leader came as a
desperate Athens could raid the country's pensions funds in order
to continue paying out its social security bill, The Telegraph
notes.

Greece's deputy finance minister Dimitris Mardas hinted that
state-owned enterprises may have to transfer their cash balances
to the Bank of Greece if the state was to avoid going bankrupt,
The Telegraph relays.

The government has long protested it will run out of funds to
continue paying out a EUR1.7 billion monthly wage and pension
bill if a release of cash is not arranged in the next few days,
The Telegraph discloses.

With their coffers running dry, Greek officials reportedly made
an informal request to delay loan repayments to the International
Monetary Fund, but were rebuffed, The Telegraph says citing
reports in the Financial Times.


GREECE: S&P Cuts Sovereign Credit Ratings to 'CCC+/C'
-----------------------------------------------------
Standard & Poor's Ratings Services, on April 15, 2015, lowered
its long- and short-term sovereign credit ratings on the Hellenic
Republic (Greece) to 'CCC+/C' from 'B-/B'. At the same time,
Standard & Poor's removed these ratings from CreditWatch, where
it had placed them with negative implications on Jan. 28, 2015.

The outlook is negative.

S&P said, "As defined in EU CRA Regulation 1060/2009 (EU CRA
Regulation), the ratings on Greece are subject to certain
publication restrictions set out in Art 8a of the EU CRA
Regulation, including publication in accordance with a pre-
established calendar. Under the EU CRA Regulation, deviations
from the announced calendar are allowed only in limited
circumstances and must be accompanied by a detailed explanation
of the reasons for the deviation. In Greece's case, the deviation
was prompted by substantial deterioration in the liquidity of the
Greek government and the Greek banking system -- beyond our
previous assumptions -- and the resolution of our placement of
the ratings on CreditWatch negative."

RATIONALE

"The downgrade reflects our view that Greece's solvency hinges
increasingly on favorable business, financial, and economic
conditions. In our view, these conditions have worsened due to
the uncertainty stemming from the prolonged negotiations between
the almost three-month-old Greek government and its official
creditors. The outlook for full-year economic growth is highly
uncertain. We estimate the Greek economy has contracted by close
to 1% over the past six months despite a weaker euro and lower
oil prices. In our opinion, economic prospects could deteriorate
further unless talks between Greece and its creditors conclude
soon," said S&P.

"Weaker economic activity and rising arrears on taxes payable to
the central government suggest that last year's relatively modest
primary budgetary surplus will shift back to a deficit in 2015,
absent a policy change. Greek banks are also experiencing
liquidity pressures. Since end-November 2014, Greek banks have
lost about 14% of their deposit base to customer withdrawals and
deposit outflows have continued. The banks have funded these
withdrawals primarily with Emergency Liquidity Assistance (ELA)
from the Bank of Greece and with European Central Bank (ECB)
financing (against European Stability Mechanism notes as
collateral). The availability of this ELA financing (which we
estimate at close to 7% of Greece's GDP) remains subject to
frequent reviews by the ECB Governing Council."

"The Greek government's credit standing faces several near-term
challenges. This week, an estimated EUR2.4 billion in Greek
treasury bills mature, with as much as one-third held by
nonresidents. We assume that most nonresidents will not roll over
their holdings. We expect that the government will marshal cash
reserves of state-owned enterprises and municipalities to
maintain a EUR15 billion stock of treasury bills outstanding. It
might also exert moral suasion to have insurance companies and
mutual funds of commercial banks increase their treasury bill
holdings. If this assumption does not hold, the government could
fail to achieve its borrowing requirement, leading to a default
on sovereign debt, including treasury bills."

"We also expect that the government will manage to continue to
pay salaries and pensions in cash (rather than non-negotiable
IOUs) despite weakening cash fiscal receipts."

"The government's most pressing hurdle centers on its
negotiations with its official lenders (the European Commission,
International Monetary Fund [IMF], and ECB). In our view, if the
stalemate between Greece and its official lenders is not resolved
before the middle of May, then there might not be enough time for
the Greek parliament to enact whatever conditions are attached to
a revised lending program. Nor will the Economic and Financial
Affairs Council (ECOFIN) group of eurozone finance ministers
likely have time to sign off on the disbursement of the remaining
EUR7.2 billion loan tranche to Greece under the current program
or establish a successor financing facility. We consider the
disbursement of this tranche to be necessary by late June so that
Greece can avoid missing payment to the ECB on an estimated
EUR3.5 billion in sovereign bonds held by the Eurosystem. Another
EUR3.2 billion in payments to the Eurosystem are due in July.
According to official data, total principal payments on medium-
and long-term obligations held by commercial creditors due this
year (including on debt issued by Hellenic Railways Organization
SA) are only EUR300 million."

"Our understanding is that talks on mutually acceptable revisions
to the Economic Adjustment Programme for Greece continue, albeit
at a slow pace. On April 24 and 29, 2015, European finance
ministers will meet and could consider further reform proposals
by the Greek government. A second payment to the IMF of EUR200
million is owed on May 1, followed by a EUr760 million payment on
May 12. We think the Greek government will have exhausted its
cash if there is no agreement by the date of the second IMF
payment."

"Although Greece's debt-to-GDP ratio was a very high 176% at
year-end 2014, other features of its public debt profile are less
onerous. These include its unusually long debt maturities -- 16.2
years for the total stock at year-end 2014 and 30 years on
official bilateral financing and financing from the European
Financial Stability Facility -- and their low effective nominal
interest rate, which we estimate is currently about 2%. Including
concessional interest rates, Eurosystem retroceded interest
earnings, and the interest rate grace period on official debt, we
estimate Greece's general government interest at year-end 2014 at
less than 3% of GDP."

"A Greek exit from the eurozone is not our base-case scenario. We
believe that the economic, social, and political ramifications
for Greece of such an unprecedented step would be severe and
likely be accompanied by widespread public- and private-sector
payment defaults.'

"Early signs of heightened eurozone exit risk could include
capital controls and bank deposit withdrawal limits as well as a
cash-strapped government issuing IOUs to pay employees,
pensioners, and suppliers. These IOUs could circulate as a
secondary means of exchange and, over time, lead to a national
currency."

"Our sovereign ratings pertain to a central government's ability
and willingness to service financial obligations to commercial
creditors. In Greece's case, commercial creditors hold an
estimated 20% of its total debt stock, excluding ECB and other
official creditor holdings of bonded debt. Debt redemptions of
medium- and long-term debt owed to the private sector total less
than EUR500 million in 2015 (less than 0.3% of GDP) and EUR1.09
billion (6% of GDP) in 2016, which are well below the redemptions
Greece owes to its official creditors.

"A missed payment to an official creditor would not constitute a
trigger to lower the rating to 'SD' (selective default) under our
criteria, although, all other things being equal, it would likely
constitute a negative factor in our analysis. Under our criteria,
only a missed payment to a commercial creditor would constitute a
default (apart from a distressed exchange). The Greek government
has repeatedly committed itself to excluding private-sector
creditors from any further debt reprofiling, though we believe
the incentives for another restructuring could shift if Greece's
sovereign debt difficulties intensify," said S&P.

OUTLOOK

"The negative outlook means that we could lower our rating on
Greece within a year if we perceived that the likelihood of a
distressed exchange of Greece's commercial debt had increased
further. This could be the case if, for example, we took the view
that further official creditor disbursements will fail to
materialize, resulting in the Greek government's inability to
honor all its financial obligations in a full and timely manner,"
said S&P.

"We could revise the outlook to stable and affirm the ratings at
the current levels if we believed that Greece and its creditor
countries would agree on a new financial support program with
policy conditions that satisfy all parties.  Such a scenario
could contribute to promoting political stability, tax
compliance, and a gradual economic recovery in Greece."

RATINGS LIST

                                      Rating      Rating
                                      To          From
Greece (Hellenic Republic)
Sovereign credit rating
  Foreign and Local Currency          CCC+/Neg/C  B-/Watch Neg/B
Transfer & Convertibility Assessment
  T&C Assessment                      AAA         AAA
Senior Unsecured
  Foreign and Local Currency [#1]     CCC+        B-/Watch Neg
  Foreign and Local Currency          CCC+        B-/Watch Neg
Short-Term Debt
  Foreign and Local Currency [#1]     C           B/Watch Neg
Commercial Paper
  Local Currency                      C           B/Watch Neg

[#1] Issuer: National Bank of Greece S.A.,
     Guarantor: Hellenic Republic



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


ALPSTAR CLO: S&P Affirms 'CCC+(sf)' Rating on Class E Debt
----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Alpstar CLO 1 PLC's class A2, B, C1, C2, and D notes.

At the same time, S&P affirmed its ratings on the class A1 and E
notes.

"The rating actions follow our credit and cash flow analysis of
the transaction using data from the Feb. 9, 2015 trustee report
and the application of our relevant criteria," said S&P.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes. The BDR
represents our estimate of the maximum level of gross defaults,
based on our stress assumptions, that a tranche can withstand and
still pay interest and fully repay principal to the noteholders.
We used the portfolio balance that we consider to be performing,
the reported weighted-average spread, and the weighted-average
recovery rates that we considered to be appropriate. We
incorporated various cash flow stress scenarios using our
standard default patterns, levels, and timings for each rating
category assumed for each class of notes, combined with different
interest stress scenarios as outlined in our corporate
collateralized debt obligation (CDO) criteria."

"The class A notes have amortized by about 97.2% of their
outstanding balance since our previous review, which has
increased the available credit enhancement for all classes of
notes (see "Ratings Raised In Alpstar CLO 1 Following Performance
Review; Ratings On Classes A1, D, And E Affirmed," published on
Dec. 14, 2012). The transaction also currently benefits from a
higher weighted-average spread, which has increased to 4.03% from
3.91%."

"We have raised our ratings on the class A2, B, C1, C2, and D
notes as our credit and cash flow analysis results indicate that
the available credit enhancement is commensurate with higher
ratings than those currently assigned."

"We consider the available credit enhancement for the class A1
and E notes to be commensurate with their currently assigned
ratings. We have therefore affirmed our ratings on the class A1
and E notes," said S&P.

Alpstar CLO 1 is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms. The transaction closed in April 2006. The
transaction manager is Chenavari Investment Managers and the
reinvestment period ended in April 2012.

RATINGS LIST

Class                      Rating            Rating
                           To                From

Alpstar CLO 1 PLC
EUR330 Million Secured
Fixed- And Floating-Rate
Notes

Ratings Raised

A2                         AAA (sf)          AA+ (sf)
B                          AA (sf)           A+ (sf)
C1                         A+ (sf)           BBB+ (sf)
C2                         A+ (sf)           BBB+ (sf)
D                          BBB (sf)          BB+ (sf)

Ratings Affirmed

A1                         AAA (sf)
E                          CCC+ (sf)


VALLERIITE CDO I: S&P Raises Rating on Class A-1 Notes to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Valleriite CDO I PLC's euro series class S, A-1, and A-2 notes.

"The upgrades follow our assessment of the transaction's
portfolio performance and its cash flows. None of our ratings was
affected by the application of our largest obligor default
test -- a supplemental stress test in our 2014 corporate
collateralized debt obligation (CDO) criteria."

Valleriite CDO I is a hybrid cash/synthetic arbitrage CDO of
corporates. The asset structure combines elements of cash CDOs
(bonds and loans) and synthetic CDOs (protection sold through a
portfolio of credit default swaps [CDS] and total return swaps).
BlackRock Financial Management Inc. manages the transaction,
which closed in June 2007.

Under the transaction documents, any protection payments due by
the issuer to the synthetic counterparty following a credit event
are mainly made by drawing on a liquidity facility. Repayment of
the liquidity facility ranks senior to payments to the rated
classes of notes, thus reducing the amount available for repaying
those notes.

"To date, cumulative losses have totaled 5.72%. An event of
default will be triggered if net losses exceed 11% of the initial
collateral balance. We have observed that losses have remained
stable since our previous review in 2012. The weighted-average
time to maturity has more than halved since 2012, which is mainly
due to the CDS that are maturing in June 2017. The CDS account
for more than 50% of the total asset exposure in the transaction.
The shorter time to maturity is the main cause of today's
upgrades. The weighted-average rating quality of the portfolio
has slightly deteriorated, and we consider the portfolio to be
well-diversified."

"Valleriite CDO I uses a liquidity facility to cover losses
arising from the synthetic exposures. Under the liquidity
facility, the liquidity facility provider will make available to
the issuer a revolving credit facility, under which the issuer
may draw down advances with an aggregate principal amount equal
to EUR80 million. Considering the transaction's reliance on the
liquidity facility to cover losses, we consider the liquidity
facility as a "direct substantial support" under our current
counterparty criteria, which can support our ratings on the class
S and A-1 notes"

"Overall, with a shorter time to maturity, the scenario default
rates (SDRs; the minimum level of portfolio defaults that we
expect each tranche to be able to withstand at a specific rating
level using CDO Evaluator) have reduced at each rating level. In
our view, the lower SDRs can support break-even default rates at
higher rating levels than previously assigned. Following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe the available credit enhancement for each
class of notes has increased since our previous review. We have
therefore raised our ratings on the class S, A-1, and A-2 notes."

RATINGS LIST

  Class          Rating            Rating
                 To                From

Valleriite CDO I PLC
US$2.4 Billion Fixed- And Floating-Rate and Subordinated Notes

Ratings Raised

  S              A+ (sf)           BBB- (sf)
  A-1            B+ (sf)           CCC- (sf)



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


SBM BALEIA: Moody's Withdraws 'Ba3' Rating on Sr. Secured Notes
---------------------------------------------------------------
Moody's Investors Service has withdrawn the rating of the senior
secured global notes of SBM Baleia Azul, SII/S.a.r.l ("SBM Baleia
Azul") due in September 2027.

The rating has been withdrawn because Moody's will no longer
receive adequate/sufficient information to maintain the rating.

Issuer: SBM Baleia Azul, SII/S.a.r.l

Outlook Actions:

  -- Outlook, changed to rating withdrawn from rating under
     review for downgrade

Withdrawal:

  -- Senior Secured Global Notes, withdrawn, previously Ba3

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.



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


PAPERLINX BENELUX: Commences Administration Process
---------------------------------------------------
PaperlinX Limited on April 15 advised that the Directors of
PaperlinX B.V., being the PaperlinX operating company in the
Netherlands and Belgium, filed for a Suspension of Payments on
April 14, 2015 under the Dutch protection mechanisms available to
it.  This application to the courts resulted in the
appointment of an Administrator.

Substantial ongoing operating losses due to declining revenues
and falling profit margins from lowered demand for paper in the
Benelux region together with challenges in restructuring, the
tightening of supplier payment terms following withdrawals of
trade credit insurance and the flow on impact of the PaperlinX UK
administration culminated in the Directors of PaperlinX B.V.
taking this action.

PaperlinX announced on April 2, 2015 that ING had granted an
extension up to April 15, 2015 of its lending agreement to assist
with the negotiation of the sale of the Benelux.  Negotiations on
the sale of the Benelux operations failed to result in a sale
agreement.  As a direct consequence of the Benelux operations
commencing the administration process, the ING Dutch receivables
financing facility has been terminated with immediate effect.

Whilst the appointment of administrators to the Benelux and UK
businesses may have an impact on the remaining European
businesses, PaperlinX continues to progress the sales or
realisations process of its subsidiaries in Austria, Czech
Republic, Denmark, Germany, Ireland, Poland and Spain.

PaperlinX is not expected to receive any material direct benefit
from a sale or realisation of any of its European businesses as
any proceeds will benefit other European stakeholders.

Given this announcement and clarification of the withdrawal of
the Dutch ING facility, PaperlinX has requested that the
voluntary trading suspension be lifted by the ASX to allow
trading to commence in its ordinary shares.

PaperlinX's successful and profitable business operations in
Australia, New Zealand and Asia ("ANZA") have financial
separation from European operations.  The day to day businesses
and operations of the ANZA region remain unchanged.

The Chief Executive Officer of PaperlinX, Andy Preece, said that
PaperlinX had made exhaustive efforts to secure a sale of the
Benelux business but it was not possible to do so.  When it
became clear that the business could not be sold as a going
concern and with the pending withdrawal of the ING Dutch
financing facility, the local directors had no choice but to
request the court to commence an administration process.

"We deeply regret the impact this will have on employees and all
stakeholders of the Benelux operations in the Netherlands and
Belgium, but given the circumstances the commencement of this
administration process was the only option for the local
Directors", he said.

Mr. Preece said, "We have been completely open and transparent
about the problems in our European operations for some time but
our many repeated attempts to restore profitability have failed.
PaperlinX has over the past five financial years, invested
substantial funds into the restructuring of the European
operations, particularly in the Benelux and the UK; however it
has unfortunately not been possible to effect a turnaround in
performance.  It is therefore no longer in the Company's best
interests to continue funding significant restructuring
initiatives in the region or to support ongoing trading losses."

PaperlinX will continue to keep the market informed of any
developments.



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


O1 PROPERTIES: S&P Affirms 'B+' Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Russia-based real estate investment
company O1 Properties Ltd. "At the same time, we removed all
ratings from CreditWatch negative, where we placed them on Jan.
20, 2015. The outlook is negative," S&P said.

"The affirmation reflects our expectation that O1 Properties'
credit metrics will remain commensurate with our assessment of
its "aggressive" financial risk profile. We expect EBITDA
interest coverage to be about 1.5x in 2015-2016 and the debt-to-
debt-plus-equity ratio to be about 65%. Rent reductions and asset
portfolio revaluations for O1 Properties are modest compared with
the scale of ruble devaluation. The depreciation of the Russian
ruble (RUB) puts pressure on real estate investment trusts'
tenants, whose revenues are in rubles, but whose rent payments
are linked to U.S. dollars. At the same time, O1 Properties'
ability to give only limited discounts to tenants proves the good
quality of its assets and its strong competitive position. We
don't expect further meaningful revisions of rent agreements
because vacancy rates for prime office space in the historical
central business district of Moscow remain low," S&P said.

"O1 Properties' good-quality, income-producing property portfolio
underpins our view of business risk as 'fair.' Most of O1
Properties' offices are in the center of Moscow and the overall
occupancy rate was about 91% at the end of 2014. The company is
large; it is worth $4.2 billion, based on asset value. Recurring
cash flows are supported by well-spread lease maturities
averaging 3.9 years, contracted with a large base of good-quality
tenants. Large multinational companies contribute more than 70%
of total net operating income. The tenant base is well
diversified across industries. The company's share of
developments is low, at about 2% of the portfolio value."

"The rating is constrained, in our view, by high country risk in
Russia, which suffers from structural weaknesses such as the
economy's strong dependence on hydrocarbons and other
commodities."

O1 Properties benefits from a long-term debt maturity profile; it
has limited maturities in 2015-2016. Its U.S. dollar-denominated
debt matches U.S. dollar-linked rental income.

Under its base case, S&P assumes:

-- A 7% decline in portfolio asset value in 2014 and 3% in 2015;

-- A 12% decline of rental revenues in 2015 and 5% in 2016,
    based on discounts to tenants and relatively stable
    occupancy;

-- The EBITDA margin will steady at about 90% over the next two
    years; and

-- The amount spent on acquiring assets in 2015 will equal the
    amount spent in 2014 and will be financed by issuing equity.

Based on these assumptions, S&P arrived at the following credit
measures:

-- Standard & Poor's-adjusted ratio of debt to debt plus equity
    to remain at about 65% over the next two years; and

-- EBITDA interest coverage to be about 1.5x in the next two
    years.

The outlook reflects S&P's opinion that, despite its expectation
that O1 Properties should be able to maintain a ratio of EBITDA
to interest of about 1.5x and repay upcoming debt maturities
using its cash balances and free cash flow, there is a risk that
tenants might require additional discounts for 2016 and following
years and this might put additional pressure on O1 Properties'
credit metrics.

"The negative outlook also reflects the risks of potential
covenant breaches constraining the company's liquidity if cash
amounts required to remedy these breaches exceed our
expectations," said S&P.

"We could lower the rating if O1 Properties' interest coverage
ratio fell to less than 1.5x on a sustained basis as a result of
a drop in rental rates or if the debt-to-debt-plus-equity ratio
declines and remains below 65% because assets are devalued by
more than we currently expect. We also could lower the rating if
we were to revise the company's liquidity to "less than adequate"
from "adequate" because the need to remedy potential covenant
breaches caused O1 Properties' cash uses to increase
significantly."

"We could revise the outlook to stable if we see that O1
Properties continued to maintain its metrics at the level
commensurate with an "aggressive" financial risk profile
assessment despite pressure from its tenants to renegotiate lease
terms and at the same time, it keeps its liquidity at an adequate
level," said S&P.


RASPADSKAYA OAO: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service confirmed Raspadskaya, OAO's B2
corporate family rating and B2-PD probability of default rating.
Concurrently, Moody's has confirmed the B2 rating (with a loss-
given-default (LGD) assessment of LGD4, 50%) on the senior
unsecured debt issued by Raspadskaya Securities Ltd., a limited
liability company incorporated in Ireland , and its PDR at B2-PD.
The outlook on the ratings is stable. This concludes the review
for downgrade initiated by Moody's on December 23, 2014.

Moody's previously placed Raspadskaya ratings on review in a
combined decision to place 45 Russian non-financial corporates on
review for downgrade, reflecting the severe and rapid
deterioration in the operating environment in Russia and the
heightened risk of a more prolonged and acute economic downturn
than originally anticipated.

The confirmations primarily reflect Moody's view that
Raspadskaya's competitive cost profile will remain strong on the
back the ruble's 42% devaluation in 2014. This view is supported
by a 31% increase in production volumes, which reached 10.2
million tonnes in 2014 owing to four new longwalls introduced at
the Raspadskaya underground mine. The Raspadskaya underground
mine is running four longwalls in parallel for the first time
since the 2010 accident. The company's cash costs which fell to
$46/tonne in 2014 compared with US$56/tonne in 2013, are likely
to fall further in 2015 on production ramp up and supported by
the continuing impact of ruble devaluation. In Q1-Q2 2015 Russian
coal producers managed to increase ruble prices on their domestic
sales by 20%-30%, which will lead to margin improvements, despite
weak prices in the sea-borne markets.

Raspadskaya's B2 CFR reflects (1) low coking coal prices, with a
limited probability of substantial recovery over the next few
quarters; (2) the company's fairly small size and narrow
operating footprint; (3) Raspadskaya's lack of product,
geographical or operational diversification; (4) its high
leverage and modest cash flow metrics; (5) the company's heavy
dependence on the steel sector, which is fairly volatile; (6)
Raspadskaya's customer concentration, including significant sales
to the companies affiliated with its shareholders (EVRAZ
plc/Evraz Group S.A.); and (7) substantial maturities in 2017.

However, these negative factors are partially offset by
Raspadskaya's (1) extensive high-quality and fairly low-cost
semi-hard and hard coking coal reserves, with an average cash
cost of around $46/tonne in 2014, which compares favorably with
the cash costs of many international coal producers and Russian
vertically integrated steel producers; (2) strategic importance
to its controlling shareholder (EVRAZ plc); and (3) the
expectation that Evraz would be likely to provide support to
address near-term liquidity needs, which are expected be modest
considering there are no debt repayments until 2016, and only
interest and coupon of around $33 million per year to be paid
until then; and (4) stabilization of production levels at the
Raspadskaya mine.

Raspadskaya remains challenged by the weak markets, which are
unlikely to recover within the next 12 months. The high quality
met coal benchmark for the first quarter 2015 settled at $117 per
metric tonne (mt), slightly below the last three quarters of 2014
and roughly 20% below the first quarter of 2014. Moody's believes
that, at these price levels, as much as half of global production
is uneconomic and further production cuts will be necessary to
bring the markets back into balance. The company's average prices
on FCA Mezhdurechensk terms in Russia, Europe and Asia-Pacific
region fell by 19%, 10% and 28% respectively to $71/tonne,
$57/tonne and $41/tonne, respectively.

The company has no immediate maturity (the company had $494
million in debt as of 31 December 2014, comprising 7.75% loan
participation notes (LPN) for $400 million due in 2017 and loans
to EVRAZ plc/Evraz Group S.A. of $94 million due in July 2016).
As of 31 December 2014, the company exceeded its total
debt/EBITDA financial covenant requirement (incurrence test) of
3.0x (actual ratio was about 11.2x) set in the LPN documentation,
which limits the company's ability to increase debt by more than
$100 million.

The stable outlook reflects Moody's expectation that
Raspadskaya's financial metrics will continue improving in 2015.
The rating agency expects further recovery in the company's
metrics in 2015, supported by growing production volumes and
falling cash costs on the back of rouble devaluation. The
company's leverage, as measured by Moody's-adjusted debt/EBITDA
fell to 11.8x as of year-end 2014, compared with 17.3x as of 31
December 2013. The company managed to successfully ramp-up
production at its Raspadskaya mine following commencement of new
longwalls in 2014 and Moody's expects that the company's leverage
will substantially improve during 2015.

Given challenging situation in the global sea-borne markets, an
upgrade is unlikely over the next 12-18 months. However, positive
pressure on the outlook or rating might develop if coking coal
prices on domestic and export deliveries improve materially and
the company demonstrates sustained levels of coking coal
production at its restored mine in 2015-16. A formal commitment
of Evraz Group S.A./Evraz plc to support debt at Raspadskaya OAO
may also trigger an upgrade of the company's rating.

Negative rating pressure will develop if (1) Raspadskaya's
financial metrics fail to improve over the next 12 to 18 months
as a result of unfavourable market dynamics; (2) the company's
ability to refinance in 2016-17 appears increasingly uncertain;
(3) major operational issues at the Raspadskaya mine lead to a
significant deterioration in unit cash costs, operating profits
and cash flow generation capacity; (4) the CFR of Evraz Group
S.A. is downgraded; or (5) there is a noticeable reduction in
support provided by EVRAZ plc/Evraz Group S.A. to the company.

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

Raspadskaya, OAO is one of Russia's largest coking coal
producers, with a coal extraction volume of 10.2 million tonnes
in 2014 (2013: 7.8 million tonnes) and sales of 7.0 million
tonnes of coal concentrate and raw coal (2013: 5.9 million
tonnes).

The company's production assets consist of three underground
mines, one open-pit mine, a coal preparation plant, as well as a
coal transportation network and a number of integrated
infrastructure companies. All these assets are located in the
Kuzbass Basin (Kemerovo region, Russia). The company is
controlled by Evraz plc (unrated). In 2014, Raspadskaya reported
revenues of US$443 million (2013: US$545 million) and EBITDA of
US$44 million (2013: US$28 million).



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


AYT CAJA GRANADA 1: Fitch Lowers Rating on Class C Notes to 'CC'
----------------------------------------------------------------
Fitch Ratings has affirmed 12, downgraded three and upgraded two
tranches of five Spanish RMBS transactions.  The agency has also
revised the Outlook on three tranches to Stable from Negative.

The transactions are part of a series of RMBS transactions that
are serviced by Banco Mare Nostrum, S.A. (BB+/Negative/B) for AyT
Caja Granada Hipotecario 1 and Ayt Caja Murcia Hipotecario I;
Liberbank S.A. (BB+/Negative/B) for IM Cajastur MBS 1; Banco de
Sabadell S.A. (Withdrawn) for TDA 29 and Bankia, S.A.
(BBB-/Negative/F3) for VAL Bancaja 1.

KEY RATING DRIVERS

Stable Credit Enhancement

The notes in AyT Caja Granada Hipotecario 1, IM Cajastur MBS 1,
TDA 29 and VAL Bancaja are currently paying sequentially.  A
switch to pro-rata is not expected in the near future as various
triggers conditions remain unmet.  AyT Caja Murcia Hipotecario 1
has been paying pro-rata since April 2010, and given the low
level of arrears a reverse to sequential payment is not expected
in the next 12 months.  This exposes senior investors to adverse
selection and limits the scope for positive rating action in
spite of the solid performance to date.

Stable Asset Performance

With the exception AyT Caja Granada Hipotecario 1, the deals have
shown sound asset performance compared with the Spanish average.
Three-months plus arrears (excluding defaults) as a percentage of
the current pool balance range from 0.9% (Murcia Hipotecario) to
1.4% (VAL Bancaja).  These numbers remain below Fitch's index of
three-months plus arrears (excluding defaults) of 1.7%.  As for
the Granada deal three-month arrears are persistently high at
5.9%.

Cumulative defaults, defined as mortgages in arrears by more than
18 months (12 months for TDA 29), range from 0.1% (Murcia
Hipotecario) to 4.7% (Caja Granada), all below the average for
the sector of 4.9%.  Fitch believes that these levels are likely
to rise further as late-stage arrears roll into the defaulted
category.

Reserve Fund Draws

After various draws and partial replenishments, the reserve funds
for IM Cajastur and Val Bancaja are close to their target (95%
and 98%).  However, for AyT Caja Granada and TDA 29 the reserve
funds remain fully depleted, while their principal deficiency
ledgers (PDL) report debits of 0.5% and 0.3%.  Given the
improving performance of these two deals Fitch believes further
decreases on PDL debit balances may materialize in the next few
payment dates.

In contrast, AyT Caja Murcia features a fully-funded reserve fund
(it has never been drawn), which has allowed it to amortise to
its floor level.  Given low arrears, Fitch believes the
transaction will avoid depletions from the reserve, although its
fairly limited liquidity support also restricts the scope for
positive rating action.

Payment Interruption Risk

Both AyT deals as well as IM Cajastur and VAL Bancaja have
liquidity to cover a number of payments due to the senior notes
and to relevant counterparties in case of default of the servicer
or the collection account bank.  In contrast, the depleted
reserve fund in TDA 29 exposes senior noteholders to payment
interruption risk consistent with the low investment- grade
ratings.  Therefore even if the transaction's performance
improves the ratings are unlikely to be upgraded above 'Asf'.

Notable Rating Actions

Given increased defaults, a fully depleted reserve fund and other
signs of performance deterioration, Fitch has downgraded AyT Caja
Granada.

For TDA 29, the reduction in arrears, stabilisation in defaults
and decreased PDL debit balances mean overall credit performance
has moved to a sounder footing, as reflected in today's Outlook
revisions to Stable.

Finally, given the stable performance, reduction in arrears and
the ample reserve fund balances, Fitch considers the class B of
IM Cajastur and the C of VAL Bancaja have shown an improvement in
credit quality, leading to today's upgrades.  The more senior
notes in these deals are capped at the 'Asf' category on account
of counterparty risk.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift in interest rates could
jeopardise the ability of the underlying borrowers to meet their
payment obligations.  If this shows up in more volatile arrears
patterns or in a material increase in default rates, this could
trigger negative rating action.

The rating actions are:

AyT Caja Granada Hipotecario 1:

Class A notes (ISIN ES0312212006): downgraded to 'Asf' from 'AA-
sf'; Outlook Stable
Class B notes (ISIN ES0312212014): downgraded to 'CCCsf' from
'Bsf'; Recovery Estimate 95%
Class C notes (ISIN ES0312212022): downgraded to 'CCsf' from
'CCCsf'; Recovery Estimate 10%
Class D notes (ISIN ES0312212030): affirmed at 'CCsf'; Recovery
Estimate 0%

AyT Caja Murcia Hipotecario I:

Class A notes (ISIN ES0312282009): affirmed at 'AA-sf'; Outlook
Stable
Class B notes (ISIN ES0312282017): affirmed at 'Asf'; Outlook
Stable
Class C notes (ISIN ES0312282025): affirmed at 'BB+sf'; Outlook
Stable

IM Cajastur MBS 1:

Class A notes (ISIN ES0347458004): affirmed at 'A+sf'; Outlook
Stable
Class B notes (ISIN ES0347458012): upgraded to 'BBB+sf' from
'BBB-sf'; Outlook Stable
TDA 29:
Class A2 notes (ISIN ES0377931011): affirmed at 'BBBsf'; Outlook
revised to Stable from Negative
Class B notes (ISIN ES0377931029): affirmed at 'Bsf'; Outlook
revised to Stable from Negative
Class C notes (ISIN ES0377931037): affirmed at 'CCCsf'; Recovery
Estimate 65%
Class D notes (ISIN ES0377931045): affirmed at 'CCsf'; Recovery
Estimate 0%

VAL Bancaja 1:

Class A1 notes (ISIN ES0339721005): affirmed at 'A+sf'; Outlook
Stable
Class A2 notes (ISIN ES0339721013): affirmed at 'A+sf'; Outlook
Stable
Class B notes (ISIN ES0339721021): affirmed at 'Asf'; Outlook
Stable
Class C notes (ISIN ES0339721039): upgraded to 'BBB+sf' from
'BBBsf'; Outlook Stable


GRUPO ISOLUX: Fitch Affirms 'B+' IDR & Revises Outlook to Neg.
--------------------------------------------------------------
Fitch Ratings has revised Spanish engineering and construction
group Grupo Isolux Corsan, S.A.'s (Isolux) Outlook to Negative
from Stable.  Its Long-term Issuer Default Rating (IDR) and its
senior unsecured rating have been affirmed at 'B+' respectively.

The Negative Outlook reflects Isolux's worse-than-expected
operating performance in 2014 and subdued expectations for 2015
mainly as a result of the company's exposure to Brazilian
depressed economy.  Fitch also highlights Isolux's limited
covenant headroom in its syndicated facility as of December 2014
(with net debt to EBITDA at 3.45x as defined in the documentation
compared with a maximum of 3.5x).  This is a result of a lower
2014 EBITDA of EUR252 million (compared with our previous
expectations of around EUR300 million) and a significant working
capital outflow of around EUR102 million.  Fitch's adjusted net
leverage ratio stood at 5.9x in 2014 compared with a negative
trigger of 4.5x on a sustained basis.

Fitch adjusts leverage calculations for Isolux, including EUR183
million of off-balance sheet factoring receivables (non-recourse)
in 2014. In addition, we assume that around EUR50 million of
total cash in 2014 was not readily available for debt repayment
as part of it was parked in joint ventures and in different
currencies.

KEY RATING DRIVERS

WETT Transaction Temporarily Positive

Isolux recently announced the agreement with PSP to sell its 50%
stake in WETT, the US- based transmission line, for USD220
million. Isolux has already collected an advanced payment of
USD105 million while the remaining amount will be disbursed upon
closure of the transaction.  Fitch views this transaction as
positive, which has helped Isolux avoid a rating downgrade in the
short term in light of the covenant pressures and weak operating
performance in 2014. However, this transaction itself may not be
enough to protect the company's credit profile; Fitch therefore
expects further protective measures to be taken before the end of
the year.

Reduced Covenant Pressure

As of end-December 2014, Isolux had very limited covenant
headroom in its syndicated facility with a net debt-to-EBITDA (as
defined in the loan documentation) of around 3.45x compared with
a maximum 3.5x.  In addition, this covenant will be reduced to
3.2x in the next covenant test (June 2015), although this should
be offset by sale proceeds from the recently announced WETT
disposal.  Fitch also understands from management that
negotiations between the banks and the company are taking place
to adapt some of the current terms and conditions of the loan.
Fitch will closely monitor this process as a negative outcome of
the negotiations could lead to a rating downgrade.

Exposure to Brazil

LATAM is Isolux's main market with around 50% of the revenue in
2014 and 53% of the total backlog order (EUR7.1 billion) as of
end-December 2014.  Isolux remains quite exposed to the depressed
Brazilian economy (with 11% of total revenues in 2014 and 17% of
total backlog as of end-December 2014),with continued economic
underperformance, increased macroeconomic imbalances and
deterioration of fiscal imbalances.  The Brazilian economy grew
by a mere 0.1% in 2014 and is forecasted to contract by 1% in
2015. Fitch revised Brazil's rating Outlook to Negative and
affirmed its IDR at 'BBB' on April 9, 2015.

Diversified Concession Portfolio

Isolux's concession portfolio remains above-average compared with
other Fitch-rated E&C peers that have invested in concessions.
The equity value of the concessions is sizeable and is
approximately equivalent to the company's EUR1.5 billion of
reported gross corporate debt.  The portfolio is mainly in
emerging markets with a focus on Brazil, Mexico and India.
Assets mainly include transmission lines with availability
payment mechanisms with no demand risk, and toll roads.
Execution risk is low with assets largely operational (around 69%
of the total) and with long-term finance in place.

Working Capital Drains Cash

Isolux suffered a working capital outflow of around EUR102
million in 2014 compared with an annual EBITDA of around EUR252
million.  Working capital swings remain volatile given that the
company is experiencing delays in the collection of receivables
in certain jurisdictions such as Brazil.  Despite Isolux's
efforts, the company is not always in a strong negotiation
position to delay payments to its suppliers.

Isolux is facing problems in one of its projects in Brazil (Metro
SP) with delays in the works and payments.  The project has two
phases and we understand from management that Isolux has agreed
with the Brazilian authorities to hold off the second phase
(EUR170m) with no expected penalties.  This will help stem
Isolux's working capital outflows but also shows that
diversification into certain jurisdictions can prove more
difficult than expected.  This is in common with the expansion
trend of Fitch's E&C non-investment grade companies, where
emerging markets such as LATAM and the Middle East are proving to
be tougher than expected with a significant and negative impact
on working capital.

High Value Engineering

Isolux's cash flows are mainly driven by engineering activity
with a focus on the design and build of power generation and
transmission lines.  Isolux's backlog as of end-December 2014
included 84% of projects with third parties, which in Fitch's
view provide further diversification to the company's business
profile compared with some of its peers with significantly a
lower share of external projects.  In addition, the company has
also reduced its exposure to Spain (to 13% of total backlog in
2014 from 24% in 2013).

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

   -- Annual EBITDA around EUR245 million-EUR271 million in
      2015-2018

   -- No upstream dividends from concessions in 2015.  Total
      dividend receipts estimated at between EUR23 million-EUR34
      million on an annual basis in 2016-2018

   -- EUR100 million cash adjustment comprising EUR50 million of
      cash located in various joint ventures plus EUR50 million
      of seasonal working capital

   -- EUR180 million of asset disposals in 2015

   -- Working capital outflows of around EUR42 million and
      EUR46 million in 2015 and 2016, respectively

   -- Use of factoring lines of around EUR100 milion annually

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
action, including the revision of the Outlook to Stable, are:

   -- Material increase in covenant headroom at next covenant
      test as of June 2015 and onwards

   -- Fitch-adjusted net leverage below 4.5x and FFO fixed charge
      cover above 2.0x (2014: 1.1x) on a sustained basis

   -- Improved liquidity position with lower dependence on short
      term lines

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

   -- Inability to renegotiate current covenants and/or a breach
      of financial covenants in the next test

   -- Fitch-adjusted net leverage above 4.5x and FFO fixed charge
      cover below 2.0x on a sustained basis

   -- Material equity injections from restricted group cash flow
      to the concession business

   -- Deterioration in Isolux's liquidity as a result of working
      capital outflows or material project losses

LIQUIDITY AND DEBT STRUCTURE

Isolux's liquidity as of end-December 2014 was around EUR517
million, including cash and committed credit facilities, which
should be sufficient to cover debt maturities for the next 12-24
months (EUR367 million).  In addition, Isolux disposed of a non-
recourse asset in March 2015 (USD220 million) and has already
received an initial payment of USD105 million.  Fitch estimates
that around EUR100 million of cash, including cash located in
joint ventures, is not readily available for debt repayment as it
is also required for operational activities (working capital
seasonality).

FULL LIST OF RATING ACTIONS

Grupo Isolux Corsan, S.A. (Isolux)

   -- Long-term IDR affirmed at 'B+'; Outlook revised to Negative
      from Stable
   -- Senior unsecured affirmed at 'B+'/RR4
   -- Short term IDR affirmed at 'B'

Grupo Isolux Corsan Finance, B.V.

   -- Senior unsecured debt affirmed at 'B+'/'RR4'



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


PA RESOURCES: Continued Reorganization Approved Thru June 29
------------------------------------------------------------
Gunvor Finance Limited, Samen branch, on April 15, 2015 recalled
its petition for bankruptcy in PA Resources AB and as a result
the petition was dismissed by the Stockholm District Court.

Following the April 15 creditors meeting, the Stockholm District
Court approved a continued reorganization of PA Resources AB
until June 29, 2015.  The court has also appointed a creditors'
committee in which lawyer Johan Lundberg of Advokatfirman
Cederquist KB and solicitor James Terry of Akin Gump Strauss,
Hauer & Feld LLP are members.

PA Resources AB (publ) -- http://www.paresources.se-- is an
international oil and gas group which conducts exploration,
development and production of oil and gas assets.  The Group
operates in Tunisia, Republic of Congo (Brazzaville), Equatorial
Guinea, United Kingdom, Denmark, Netherlands and Germany.  PA
Resources is producing oil in West Africa and North Africa.  The
parent company is located in Stockholm, Sweden.  PA Resources'
net sales amounted to SEK 603 million in 2014.  The share is
listed on the NASDAQ OMX in Stockholm, Sweden.



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


LA FITNESS: Terra Firma's Guy Hands Mulls Bid for Business
----------------------------------------------------------
Kadhim Shubber at The Financial Times reports that Guy Hands is
throwing his hat into the ring in the bidding for LA Fitness,
pitting his private equity firm against Pure Gym and Fitness
First in the contest for the struggling gym operator.

According to the FT, a person familiar with the matter said the
Terra Firma owner is weighing a bid for the chain of 43 gyms,
which went into administration last year through a company
voluntary arrangement process.

LA Fitness has been hit by the rise of discount gyms at the lower
end of the market and specialized health operators at the top
end, the FT relays.  Last year, it sold 33 gyms to Mike Ashley's
Sports Direct and the remainder of its estate is in London and
the southeast, the FT recounts.

Fitness First, which is shifting into the premium health and
fitness market, is planning to submit its final bid this week,
the FT says, citing a person familiar with the process.

The company's bid could include "ringfencing" parts of the LA
Fitness estate that overlap with its existing stock of 77 UK gyms
to avoid falling foul of a competition authority investigation,
the FT discloses.

The person said a further sale of LA Fitness gyms could be on the
cards if Fitness First wins the current bidding process, the FT
notes.

Sports Direct has also been linked to the sale of the remaining
LA Fitness gyms, the FT states.  Estimates of the value of LA
Fitness have ranged from GBP60 million to as much as GBP80
million, according to the FT.

LA Fitness is a gym chain based in the United Kingdom.


ODEON & UCI: S&P Affirms 'CCC+' Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
stable its outlook on U.K.-based cinema operator Odeon & UCI
Cinemas Group Ltd.

"We also affirmed our 'CCC+' long-term corporate credit rating on
Odeon," S&P said.

"At the same time, we affirmed our 'B' debt rating on the super
senior revolving credit facility (RCF) and our 'CCC+' debt rating
on the senior secured notes due 2018. The recovery ratings of '1'
on the super senior RCF and '4' on the senior secured notes are
unchanged and reflect our expectation of very high (90%-100%)
recovery and average (30%-50%) recovery, respectively, in the
event of default. We assess the senior secured notes' recovery as
being at the higher half of the range."

"We estimate Odeon had GBP2 billion in adjusted debt outstanding
as of Dec. 31, 2014."

Odeon's strongest quarterly year-on-year operating performance
for 2014 was in the last quarter of the year. Full-year 2014
results were affected by weak performance in prior quarters and
the substantial restructuring costs Odeon incurred during the
year.

"We consider that an improved selection of films and Odeon's
ability to gain market share, even in the difficult conditions
seen in 2014, supports the group's ability to grow earnings
substantially in 2015 and beyond. We forecast that the group will
achieve adjusted EBITDA of about GBP230 million in 2015, a
30% uplift from the GBP180 million level we estimate for 2014.
Management undertook various estate management measures and
implemented enhanced commercial strategies and promotional
activities during 2014, which we see as supporting earnings
generation and profitability over the medium term."

"As a result, we forecast that adjusted debt to EBITDA will
decline from 11x on Dec. 31, 2014 to about 9.7x over the next 12
months corresponding to about 6.6x excluding shareholder loans.
We also expect that Odeon will generate positive, but not
sizable, free operating cash flow (FOCF) over the next 12 months.
We anticipate that interest-coverage ratios will strengthen as
earnings grow. We forecast EBITDA-to-interest will stay at about
1.5x over the next 12 months, although we acknowledge that about
one-half of the interest expense is not paid in cash."

S&P's base case assumes:

-- About 10% revenue growth in 2015, underpinned by growth in
    market attendance and retail revenue per head but moderated
    by ongoing promotional activities that lower average ticket
    prices. After 2015, S&P expects growth of 2%-5% because of an
    improved film slate and the company's promotional
    activities.

-- Adjusted EBITDA of about GBP230 million in 2015. A limited
    rise in adjusted EBITDA thereafter, based on improved volumes
    and control over the cost base.

-- Capital expenditure (capex) of about 5% of revenues. Odeon's
    credit measure performances will be volatile and difficult to
    predict, as was the case in the past.  Shareholders will
    extend the shareholder loans coming due during 2016 on
    essentially the same terms and will make no cash claim on
    Odeon.

Based on these assumptions, S&P arrived at the following credit
measures:

-- An adjusted EBITDA margin of about 31% in 2015 and 33% in
    2016.

-- An adjusted debt-to-EBITDA of about 9.3x-9.7x (6.2x-6.6x
    excluding shareholder loans) through 2016.

-- Reported FOCF of about GBP5 million-GBP10 million a year.

S&P said, "The positive outlook on Odeon reflects our view that
the company has reversed its recent trend of earnings decline and
our expectation that it will see an upswing in operating
performance and continuous growth in EBITDA, leading to positive
FOCF and reduction in leverage. We understand that the
shareholders' loan maturity has been resolved and is being
extended to November 2019 at the same terms, not detrimental to
the holders of the senior secured debt."

"The positive outlook reflects our opinion that there is at least
a one-in-three probability that we will raise the ratings on
Odeon in the next year, if the company sustains an improvement in
its operating performance while maintaining adequate liquidity
and the expected positive FOCF generation from 2015 onward. We
view reported EBITDA of about GBP80 million in 2015 and
demonstrating a growth trend as commensurate with a higher
rating."

"We would consider revising the positive outlook to stable if we
do not expect the company to be able to grow EBITDA as fast as we
anticipate in our base case and it fails to demonstrate that it
is reducing leverage. Likewise, our rating on Odeon could come
under pressure if liquidity deteriorated or if Odeon failed to
generate positive free cash flow."


PENDRAGON PLC: Fitch Affirms 'B' IDR; Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed UK-based auto dealership group
Pendragon plc's Long- and Short-term Issuer Default Ratings (IDR)
at 'B' and its senior secured rating at 'B+'.  The Outlook on the
Long-term IDR is Stable.

KEY RATING DRIVERS

High but Gradually Improving Leverage

Pendragon has considerable off-balance-sheet operating lease
obligations, which totalled GBP342 million at end-2014.  Bank
debt and other on-balance-sheet instruments such as operating
leases were GBP200 million at end-2014.

Fitch also adjusts debt by adding the portion of stock financing
provided by third-party institutions (GBP180 million at end-
2014), unlike for other manufacturers' stock financing, which is
not treated as debt.  In Fitch's view Pendragon's stock financing
is debt-like and would probably be replaced by other forms of
bank debt were it to stop being available.  This adjustment
raises leverage by around 1x.

Nevertheless, Fitch-adjusted gross and net leverage ratios at
end-2014 were 4.1x and 3.6x, largely unchanged from 4.2x and 3.9x
at end-2013, but significantly lower than the 2010 peaks of 6.9x
and 6.2x.  Fitch expects leverage to continue to improve
gradually over the medium term.

UK Auto Market Recovery

UK auto sales continued their post-slump rebound in 2014, and new
car sales have returned to their 2008 peak.  Pendragon has
benefited, with sales and EBITDA growth last year of 4% and 18%,
respectively.  The outlook for auto sales remains a key indicator
of Pendrago's future performance due to the sensitivity of
earnings to volume movements.

Strong Auto OEM Relationships

Pendragon benefits from strong long-term relationships with most
of the large auto original equipment manufacturers (OEMs), from
which it sources vehicles.  The diverse range of the company's
franchise agreements acts to stabilize its gross margin, although
it remains exposed to the financial strength and/or strategy of
the OEMs.

Cost Structure Flexibility

The flexibility of Pendragon's operating cost structure is
important to offset possible volatility in demand, due to low
operating margins in vehicle sales.  The company benefits from
mid-range EBITDA margins, and since the downturn of 2008 and 2009
has improved its flexibility.  Nevertheless, another sharp
downturn in the market could put considerable stress on
Pendragon's financial profile.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for the issuer
include:

   -- Low-single digit volume growth driven by a stabilization in
      both the new and used car markets and little change in
      Pendragon's market share

   -- A stable pricing environment with prices rising by about 1%
      p.a. in line with inflation

   -- In addition to low single-digit growth in the aftersales
      segment, overall revenues are expected to increase modestly
      at slightly under 3% p.a.

   -- A stable gross margin through the medium term given little
      historical volatility and the pricing arrangements in place
      with OEMs

   -- In line with the company's historical margin stability and
      supported by the flexible operating cost structure, the
      EBITDA margin is expected to remain stable

   -- In 2015 and 2016, net capex is expected to be above
      historical levels due to expansion activities in both the
      UK and California.  After 2016, net capex is expected to be
      around 1% of revenue

   -- Gradual increase in dividend payments

   -- No new debt or debt reduction is assumed

   -- The level of stock financing in the forecast period is also
      assumed to remain fairly stable in relation to revenue and
      total inventory levels

RATING SENSITIVITIES

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

   -- Funds from operations (FFO) adjusted leverage below 3x
      (FY14: 4.1x) on a sustained basis

   -- FFO fixed charge cover above 2.5x (FY14: 2.5x) on a
      sustained basis

   -- Free cash flow (FCF) above 1% (FY14: 0.1%) on a sustained
      Basis

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

   -- FFO adjusted leverage above 6x on a sustained basis

   -- FFO fixed charge cover below 1.5x on a sustained basis

   -- Negative FCF on a sustained basis


PREMIER GOLD: Finalizes Investment Policy, Wants Trading Resumed
----------------------------------------------------------------
Alliance News reports that Premier Gold Resources Ltd. on
April 15 said it has requested that trading in its shares be
reinstated after it finalized its new investment policy, proposed
a new company name, disposed of one of its wholly owned
subsidiaries and completed a share capital re-organization.

The company also said that its chief executive, finance director,
chief operating officer and chairman all have resigned and been
replaced with an entirely new board, Alliance News relates.

Premier Gold shares were suspended on March 20 pending
clarification of its financial position, but shares was set to
resume trading on April 15 if the company's request get approval,
Alliance News recounts.

According to Alliance News, Premier Gold said its proposal to
enter into a company voluntary arrangement has been approved by
its creditors, with Antony Batty -- antonyb@antonybatty.com -- of
Antony Batty & Co LLP being appointed as supervisor of the
arrangement.

The company has also agreed to dispose of its wholly owned
subsidiary, Central Asia Resource Ltd., to Tridevi Capital
Partner LP in full and final settlement of the outstanding loan
under a convertible note agreement, Alliance News notes.

Central Asia Resource's assets include the Cholokkaindy
exploration license in the Kyrgyz Republic, which has been
independently valued as having no worth, Alliance News states.

Central Asia Resources represented more than 75% of Premier
Gold's assets, and as a result of it being disposed of, the
company is required to adopt an investing policy under AIM rules,
Alliance News discloses.  Premier Gold has now laid out its
investing policy and said it has been approved by shareholders,
Alliance News relays.

Premier Gold Resources plc (AIM:PGR) is a gold exploration and
development company listed on the London Stock Exchange.


WARWICK FINANCE: S&P Gives Prelim BB(sf) Rating to Class F Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Warwick Finance Residential Mortgages Number
One PLC's class A to F notes. At closing, Warwick Finance
Residential Mortgages Number One will also issue unrated
principal and revenue residual certificates (see list below).

Warwick Finance Residential Mortgages Number One is a
securitization of a pool of prime, nonconforming, and buy-to-let
residential mortgage loans (including their overpayments).  The
loans are secured on first-priority charges over freehold and
leasehold properties in England, Wales, and Northern Ireland, or
first-ranking standard securities over heritable and
longleasehold properties in Scotland.

Of the collateral pool, 70.08% was originated in 2006 and 2007.
GMAC-RFC Ltd. (now called Paratus AMC Ltd.) (GMAC) originated
44.50% and Platform Funding Ltd. (PFL) originated 55.50%. At
closing, the issuer will purchase the portfolio from the sellers
(PFL, Mortgage Agency Services Number Four Ltd., and Mortgage
Agency Services Number Five Ltd.) and will obtain the beneficial
title to the mortgage loans.

Western Mortgage Services Ltd. (WMS) a wholly owned subsidiary of
The Co-operative Bank will act as servicer for all of the loans
in the transaction. The Co-operative Bank is currently in
negotiations with Capita PLC and it is expected that Capita will
acquire WMS and its servicing business, as well as assuming
responsibility for the Co-operative Bank's other mortgage
processing and administration operations.

"Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the rated
notes would be repaid under stress test scenarios," said S&P.

"Subordination, the principal residual certificates, the general
reserve fund, the excess available revenue receipts, the
overpayments ledger, and the liquidity reserve fund (only for the
class A and B notes) provide credit enhancement to the notes.
Taking these factors into account, we consider the available
credit enhancement for the rated notes to be commensurate with
the preliminary ratings that we have assigned."

RATINGS LIST

Warwick Finance Residential Mortgages Number One PLC
Mortgage-Backed Floating-Rate Notes And Principal And Revenue
Residual Certificates

Class            Rating            Amount
                                 (mil. GBP)

A                AAA (sf)             TBD
B                AA (sf)              TBD
C                A+ (sf)              TBD
D                A (sf)               TBD
E                BBB (sf)             TBD
F                BB (sf)              TBD
Principal RC     NR                   TBD
Revenue RC       NR                   TBD

RC--Residual certificates.
NR--Not rated.
TBD--To be determined.


WARWICK FINANCE: Moody's Assigns (P)B3 Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service assigned provisional long-term credit
ratings to notes to be issued by Warwick Finance Residential
Mortgages Number One PLC:

  -- GBP[.] Class A mortgage backed floating rate notes due
     September 2049, Assigned (P)Aaa (sf)

  -- GBP[.] Class B mortgage backed floating rate notes due
     September 2049, Assigned (P)Aa2 (sf)

  -- GBP[.] Class C mortgage backed floating rate notes due
     September 2049, Assigned (P)A2 (sf)

  -- GBP[.] Class D mortgage backed floating rate notes due
     September 2049, Assigned (P)Baa2 (sf)

  -- GBP[.] Class E mortgage backed floating rate notes due
     September 2049, Assigned (P)Ba2 (sf)

  -- GBP[.] Class F mortgage backed floating rate notes due
     September 2049, Assigned (P)B3 (sf)

Moody's has not assigned ratings to the Principal Residual
Certificates or Revenue Residual Certificates.

The portfolio backing this transaction consists of UK non-
conforming and buy-to-let residential loans originated by
Platform Funding Limited and GMAC-RFC Limited.

The ratings 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, as well
as the transaction structure and legal considerations. The
expected portfolio loss of 4.5% and the MILAN required credit
enhancement of 19% serve as input parameters for Moody's cash
flow model and tranching model, which is based on a probabilistic
lognormal distribution.

Portfolio expected loss of 4.5%: this is lower than most other
pre-crisis non-conforming pools in the UK and is based on Moody's
assessment of the lifetime loss expectation taking into account:
(i) the originators' better than average historical performance,
(ii) the current macroeconomic environment in the UK, (iii) the
strong collateral performance to date along with an average
seasoning of [8.2] years; and (iv) benchmarking with similar UK
non-conforming transactions.

MILAN CE of 19%: this is broadly in line with other UK non-
conforming transactions and follows Moody's assessment of the
loan-by-loan information taking into account the historical
performance and the pool composition including [24.4%] buy-to-let
loans and [7.4%] loans to borrowers with prior County Court
judgments (CCJs).

The transaction benefits from a reserve fund sized at [2]% of the
pool at closing which will start to amortize to [3%] of the
current pool balance after 72 months have elapsed from closing.
The total credit enhancement, excluding excess spread, for the
(P)Aaa(sf) rated Class A is [29.5]%.

The transaction will also benefit from a liquidity reserve in the
event the reserve fund is used to cover losses on the portfolio.
The liquidity reserve is available only to cover shortfalls in
senior fees and interest payments on Classes A and B. When the
reserve fund falls below [1.5%] of the outstanding portfolio
balance, the liquidity reserve will build up to [2%] of the
outstanding balance of Classes A and B by trapping principal
receipts. The liquidity reserve will amortize to [2%] of the
outstanding balance of Classes A and B.

Operational Risk Analysis: Western Mortgage Services Limited
("WMS", not rated) will be acting as servicer. In order to
mitigate the operational risk, Homeloan Management Limited
("HML", not rated) is appointed as a back-up servicer, and there
will be a back-up servicer facilitator. The transaction benefits
from an independent cash manager, Citibank, N.A. (London Branch)
(A2, on review for upgrade/(P)P-1). To ensure payment continuity
over the transaction's lifetime the transaction documents
incorporate estimation language whereby the cash manager can use
the three most recent servicer reports to determine the cash
allocation in case no servicer report is available. The
transaction also benefits from principal to pay interest for the
Classes A to F.

Interest Rate Risk Analysis: The interest rate risk in the
transaction will be unhedged. In mitigation the transaction
contains a requirement for the servicer to not reduce SVR margin
over 3 months Libor below a minimum level of 2%. There are no
fixed rate loans in the portfolio, but only SVR linked ([17%] of
the portfolio), Bank of England Base rate linked ([48%] of the
portfolio) and 3 months Libor linked loans ([35%] of the
portfolio), therefore the transaction is only exposed to basis
risk but not fixed-floating risk.

The provisional ratings address the expected loss posed to
investors by the legal final maturity of the Notes. Moody's
issues provisional ratings in advance of the final sale of
securities, but these ratings represent only Moody's preliminary
credit opinions. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavor to assign
definitive ratings to the Notes. A definitive rating may differ
from a provisional rating. Other non-credit risks have not been
addressed, but may have a significant effect on yield to
investors.

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from 4.5% to 7.9% of current balance, and the MILAN
CE was increased from 19% to 26.6%, the model output indicates
that the Class A notes would still achieve Aaa(sf) assuming that
all other factors remained equal. Moody's Parameter Sensitivities
quantify the potential rating impact on a structured finance
security from changing certain input parameters used in the
initial rating.

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.

The principal methodology used in this rating was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
January 2015.

Significantly different loss assumptions compared with our
expectations at close due to either a change in economic
conditions from our central scenario forecast or idiosyncratic
performance factors would lead to rating actions. For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in downgrade of the ratings.
Deleveraging of the capital structure or conversely a
deterioration in the notes available credit enhancement could
result in an upgrade or a downgrade of the rating, respectively.



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


* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
-----------------------------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,
& Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Review by: Susan Pannell
Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.ht
ml

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a
threeday growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly
debtprone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior -- which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


                            *********

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

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

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


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

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

Copyright 2015.  All rights reserved.  ISSN 1529-2754.

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

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

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


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