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

                           E U R O P E

           Wednesday, April 22, 2015, Vol. 16, No. 78

                            Headlines

F I N L A N D

NOKIA CORP: Fitch Alters Outlook to Pos. & Affirms 'BB' IDR
NOKIA OYJ: Moody's Alters Outlook on 'Ba2' CFR to Stable


F R A N C E

ALCATEL-LUCENT: Moody's Reviews 'B3' CFR for Upgrade
ELIS SA: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable


G E O R G I A

GEORGIA: Fitch Revises Outlook to Stable & Affirms 'BB-' IDR


G E R M A N Y

JH-HOLDING GMBH: Moody's Assigns 'B2' CFR; Outlook Stable
PROGROUP AG: S&P Assigns Prelim. 'B+' Corporate Credit Rating


G R E E C E

ALPHA BANK: S&P Keeps 'CCC+' LT Counterparty Credit Ratings
ELLAKTOR: S&P Cuts Corp. Credit Ratings to 'B'; Outlook Negative
GREECE: Orders Public Bodies to Transfer Cash to Central Bank
* Moody's Takes Action on 7 Greek ABS & RMBS Ratings


H U N G A R Y

BUSINESS TELECOM: Altera Commences Liquidation Procedure


I R E L A N D

HORIZON PHARMA: Moody's Assigns B2 Corporate Family Rating
HORIZON PHARMA: S&P Assigns 'B' CCR; Outlook Stable


K A Z A K H S T A N

HOME CREDIT: Fitch Lowers IDR to 'B+'; Outlook Negative


L U X E M B O U R G

GATEWAY III: Moody's Lifts Rating on Class E Notes to Ba2


M O N T E N E G R O

RUDNICI BOKSITA: Fourth Tender Fails to Attract Bidders


N E T H E R L A N D S

ETAM: Declared Bankrupt, Takeover Negotiations Ongoing
X5 RETAIL: Moody's Raises CFR to B1; Outlook Stable
UNITED GROUP: S&P Affirms 'B' CCR on New EUR$150MM Tap Issuance


R U S S I A

KARELIA REPUBLIC: Fitch Lowers IDR to 'B+'; Outlook Stable
KOMI REPUBLIC: Fitch Lowers IDR to 'BB'; Outlook Stable
MIRATORG LLC: Fitch Raises IDR to 'B+'; Outlook Stable
TAMBOV REGION: Fitch Affirms 'BB+' IDR; Outlook Stable
YAROSLAVL REGION: Fitch Revises Outlook to Neg. & Affirms BB IDR


S P A I N

GRUPO ANTOLIN: Moody's Puts Ba3 CFR on Review for Downgrade
TDA 26-MIXTO 1: Fitch Affirms 'CCCsf' Rating on Class D Notes


U K R A I N E

PRIVATBANK: S&P Cuts LT Counterparty Credit Rating to 'CCC-'
UKRAINE: Balks at Restructuring Terms in Creditors' Proposal


U N I T E D   K I N G D O M

* UK: Corporate Insolvencies Down 21% Year-on-Year to 188
* UK: Health of English League Clubs Improves Significantly
* Eurozone Insolvencies 70% Higher Than in 2007, Atradius Says
* UK: R3 Calls for Evidence on Redundancy Consultations
* UK: Late Payment Problems Worsens for SMEs, Close Brothers Says


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F I N L A N D
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NOKIA CORP: Fitch Alters Outlook to Pos. & Affirms 'BB' IDR
-----------------------------------------------------------
Fitch Ratings has revised the Outlook on Nokia Corporation's
Long-term Issuer Default Rating (IDR) to Positive from Stable
following the company's announcement that it will acquire
Alcatel-Lucent in an all share offer.  Fitch has affirmed Nokia's
IDR and senior unsecured rating at 'BB'.

The revision of the Outlook to Positive reflects Fitch's view
that the acquisition of Alactel-Lucent has strong industrial
logic and potential to significantly improve Nokia's operating
and medium- to long-term business risk profile, while alleviating
mounting risks to its predominantly wireless networks focus.  The
rating incorporates a degree of cautiousness relating to
potential integration and execution risks but recognizes
management's strong operational track record in recent years.

KEY RATING DRIVERS

Improved Operational Profile

Fitch believes that the Alacatel-Lucent acquisition will improve
Nokia's operating profile as a result of greater scale, improved
customer reach, R&D cost amortization, greater innovation scope,
a broader product portfolio and potentially stronger margins
through cost reduction.  Fitch believes that the combined entity
will be better positioned to compete in a rapidly changing
industry where scale, innovation and customer reach will be key
to growing and maintaining market share.  The acquisition will
also improve competitive dynamics in certain key geographies such
as the US, where the Chinese manufacturers (Huawei and ZTE) have
a lesser presence and where Nokia and Alcatel-Lucent both
compete.

Cost Reduction Potential

Nokia envisages that the Alcatel-Lucent acquisition will yield
annual operational cost savings of EUR900 million by 2019 with
associated one-off integration and restructuring costs of EUR900
million.  Nokia estimates that on a pro-forma basis, the reduced
costs would improve the 2014 margins of the combined entity to
12% from 8.7%. The main areas of synergies include product and
service overlap, sales force optimization, supply chain and
procurement and overhead costs.

Alleviating Mounting Risk of Wireless Only

In recent times, Nokia has been performing well operationally,
having restructured its business to focus on profitable, wireless
networks business and divesting out of the consumer handset
business.  However, there was only so much that Nokia could
achieve with its existing product portfolio and footprint on a
standalone basis.  In time, the risks to Nokia's wireless network
only focus and strategy would have mounted: a potential slowdown
in the sale of 4G equipment as mobile operators complete LTE roll
out, greater convergence in fixed and mobile networks and IP and
cloud services where Nokia might have struggled in the long run.
The increased scale from the acquisition and broader product
portfolio of Alacatel-Lucent will help alleviate this risk and
position the combined entity to better address industry changes.

Execution Risks

In the short term, the acquisition will be dilutive to Nokia from
an operating and cash flow margin perspective.  Nokia will also
have to manage significant integration and execution risk with
costs most likely to be front-loaded.  While the restructuring
risks and dilution are important factors for Nokia's rating,
Fitch believes Nokia's management team has a successful track
record in restructuring its own business in recent times while
maintaining top line performance.

Financial Structure to be Confirmed

Nokia has yet to confirm its financial structure and optimization
plan post acquisition.  The company has stopped its share buyback
program and estimates EUR7.4 billion in net cash (including the
conversion of both Nokia and Alcatel Lucent's mandatory
convertible bonds) at the end of 2014.  Fitch views a significant
net cash holding position as key for Nokia's rating given the
company's business risk.  Nokia also envisages EUR200 million of
lower interest charges following a proactive strategy of debt
reduction. The company has reiterated its long-term target of
achieving an investment grade rating.

KEY ASSUMPTIONS

   -- No deterioration in Alcatel-Lucent's performance prior to
      closing.  The company continues to achieve its EUR300
      million cost saving target from the Shift program in 2015.

   -- Nokia Networks Division to maintain operating margin above
      10% from 2015.

   -- Integration costs of EUR900 million, with 50% incurred in
      2016 and 50% in 2017 yielding cost savings of EUR600
      million by 2019 (two-thirds of management target of EUR900
      million).

   -- Full conversion of Nokia and Alcatel-Lucent's convertible
      bonds.

   -- Suspension of the share repurchase program and
      continuation of a modest dividend policy.

RATING SENSITIVITIES

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

   -- No significant regulatory remedies that would affect the
      operational profile and cost reduction potential of the
      combined entity.

   -- Evidence that the integration program with Acatel-Lucent
      is on track, along with no deterioration in Alcatel-
      Lucent's performance and cost-saving targets.

   -- A conservative financial structure post acquisition with
      sustained net cash in the multiple billion range.

   -- Non-IFRS EBIT margins at the group level consistently in
      the mid-single digit range or above, subject to healthy
      revenue and cash flow visibility.

   -- Modest positive FCF (post dividend).

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

   -- A deterioration in operating performance at either at Nokia
      or Alcatel-Lucent and/or sustained delays or increase in
      cost of the integration program.

   -- Low single digit group (non IFRS) EBIT margin.

   -- Consistently neutral pre-dividend FCF.

   -- Declining net cash position driven by negative cash flows.


NOKIA OYJ: Moody's Alters Outlook on 'Ba2' CFR to Stable
--------------------------------------------------------
Moody's Investors Service changed to stable from positive the
outlook on Nokia Oyj's Ba2 corporate family rating and Ba2 senior
unsecured ratings. This follows Nokia's announcement that it has
entered an agreement with Alcatel-Lucent (B3, Rating Under
Review) to make an offer for all shares issued by Alcatel-Lucent.

Concurrently, Moody's has affirmed Nokia's Ba2 CFR, Ba2-PD
probability of default rating (PDR), the Ba2 and provisional
(P)Ba2 ratings of Nokia's senior unsecured notes and medium-term
note (MTN) program, respectively. The NP/(P)NP short-term senior
unsecured ratings of Nokia and Nokia Finance International B.V.
have also been affirmed.

"We recognize the strategic rationale for and the conservative
financing of the transaction, as the product portfolio and
geographical revenue distribution of both companies are highly
complementary" says Roberto Pozzi, a Moody's Vice President --
Senior Credit Officer and lead analyst for Nokia.

"However, previous mergers in the telecommunication equipment
industry have been characterized by high restructuring expenses
as well as significant execution issues. This creates some
uncertainty over the proposed acquisition that, combined with the
inherent cyclicality and technology risk of this industry,
triggered the outlook change to stable from positive."

Nokia will take over Alcatel-Lucent by making a public offer for
all of the outstanding shares of Alcatel-Lucent, through a public
exchange offer in France and the US. An equivalent offer will be
made for the outstanding convertible bonds by Alcatel-Lucent:
OCEANE 2018, OCEANE 2019 and OCEANE 2020 (all convertibles are
rated by Moody's at Caa1). No cash consideration is being made.

Nokia expects the transaction to conclude in the first half of
2016.

Further, Nokia announced that it will consider strategic options
for its HERE digital mapping business, which might lead to the
disposal of the business. Moody's estimates that the disposal
could generate significant proceeds at the range of EUR2-EUR4
billion.

Moody's generally views the strategic rationale of the planned
merger as positive as the merged group will have an even more
geographically balanced presence than Nokia and Alcatel-Lucent on
a standalone basis. The transaction will particularly strengthen
Nokia's position in North America by almost quadrupling its North
American revenues to EUR7.7 billion, and thereby providing better
resilience to cyclical swings in demand for telecommunication
equipment in individual countries. Nonetheless, the merged
company will remain exposed to the cyclicality of capital
expenditure spending of telecommunication network carriers.

In the telecom networking area, the combination will enable Nokia
to catch up with the market leaders Ericsson and Huawei in terms
of sales and especially R&D spending.

The combined entity will also comprise Alcatel's sound IP
networking, cloud and ultra broadband portfolio which amounted to
sales of EUR5.9 billion at the end of 2014. Nokia has been unable
to offer complete product systems in this area. It also enables
Alcatel-Lucent's subscale wireless business to become part of a
larger company and removes a rival in a highly competitive
industry.

However, the rating also takes into account the challenges
related to the timely execution and integration of the merger, as
experienced in the past with the Nokia and Siemens Network's
(NSN) joint venture formed in 2007,as well as the tie-up between
Alcatel SA and Lucent Inc. in 2006. Both transactions have been
exemplary for execution risks resulting from the complexity of
large mergers in the telecom equipment industry. Alcatel-Lucent
has been unable to achieve positive free cash flows since its
creation (Alcatel-Lucent reported a negative five-year average
free cash flow of EUR629 million) and the reorganization of NSN
took a period of more than five years after its creation and
resulted in restructuring charges which amounted to more than
EUR2 billion. These risks are offset by the significant cash
balance which the combined entity will have, that provides for a
strong cushion should the integration become more expensive and
take longer than initially expected.

Moody's gauges Nokia's adjusted leverage proforma for the
announced transaction and measured as debt/EBITDA ratio at around
4.0 times by end of 2015, including Moody's adjustments and
excluding the convertible OCEANE 2018, OCEANE 2019 and OCEANE
2020 bonds from Alcatel-Lucent as well as the Nokia EUR
750million convertible bond 2017, but including sizeable
adjustments for pensions, operating leases and securitization.
This currently exceeds our leverage target for an upgrade to Ba1,
standing at 2.25 times debt /EBITDA. Moody's expect Nokia to
continuously deleverage its balance sheet once the tie-up has
been concluded.

The liquidity position of the combined Nokia and Alcatel-Lucent
is very solid. The combined group would have around EUR13.3
billion of cash on balance sheet compared to EUR 5.9 billion of
gross debt by the end of December 2014 (excluding all
convertibles, and excluding sizeable adjustments for pensions,
operating leases and securitization). Moody's expects the
combined group to generate between EUR 1.5-2.0 billion cash from
operations over the next 12 months. This should be sufficient to
cover main liquidity uses consisting of working cash (Moody's
typically assumes 3% of revenues), capital expenditure, working
capital requirements, scheduled debt repayments and dividends.

The stable outlook on Nokia's Ba2 ratings reflects (1) the very
strong capital structure, as reflected by a high net cash
position (2) the good strategic rational and complementary
geographic and product mix and (3) execution and integration
risks on the achievement of the targeted synergies with respect
to the calculated amount and the timing.

An upgrade of Nokia's Ba2 rating could be considered over the
next 12-18 months in case of (1) maintaining the good performance
and profitability that Nokia has shown over the last couple of
quarters, and, simultaneously a successful turnaround of Alcatel-
Lucent's performance, (2) strong positive free cash flow
generation and (3) a reduction of the debt/EBITDA ratio to below
2.25x.

A downgrade of Nokia is very unlikely over the next 12-18 months
due to the large cash on balance and positive operational
momentum. However, the ratings could be downgraded in case of (1)
a decline of the group's profitability combined with a loss of
market share, (2) legal and/or regulatory requirement leading to
a significant change in the current combination plan as well as
(3) a more aggressive financial policy, as evidenced by
debt/EBITDA sustained above 2.75x. The current rating also
factors in the maintenance of a solid liquidity position.

The principal methodology used in these ratings was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Following the sale of its handset operations to Microsoft
Corporation (Aaa stable) completed in late April 2014, Nokia
operates three businesses (Nokia Networks, HERE and Nokia
Technologies), with revenues of about EUR12.7 billion in 2014.
Nokia Networks (88% of revenues) is a leading provider of radio
access/mobile broadband wireless equipment and services to
carriers. It provides mobile, fixed and converged network
technologies as well as services, mainly to telecom carriers.
HERE (8% of revenues) provides digital map data and location-
based content and services for automotive navigation systems but
also for other applications. Nokia Technologies (5% of group
revenues) is a licensing, brand and technology development
business with around 30,000 patents.



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ALCATEL-LUCENT: Moody's Reviews 'B3' CFR for Upgrade
----------------------------------------------------
Moody's Investors Service placed on review for upgrade Alcatel-
Lucent's B3 corporate family rating and its B3-PD probability of
default rating. Concurrently, Moody's has placed all the group's
existing instrument ratings (Caa1 for convertible notes, and B3
senior unsecured ratings) on review for upgrade.

The review was triggered by Alcatel-Lucent's announcement on
April 15 that it has entered into a memorandum of understanding
with Nokia Oyj to accept a future offer for its share capital by
Nokia.

"Nokia Oyj has a stronger balance sheet, better record of
profitability, and, hence, a higher credit rating than Alcatel-
Lucent and the merger would lead to an enhancement of Alcatel-
Lucent's credit profile", says Roberto Pozzi, Vice President -
Senior Credit Officer and lead analyst at Moody's for Alcatel-
Lucent. "If executed successfully, the plan would be credit
positive for Alcatel-Lucent, which has struggled to generate
positive free cash flows for the past seven years."

The review will mainly, but not exclusively, focus on the timely
and successful execution of the transaction, especially regarding
regulatory approval in nine countries, including the US and
China, as well as targeted cost synergies being achieved on time.

Moody's expects to end the review shortly after the closure of
the transaction, which is expected in the first half of 2016. If
the transaction is successful, the review could lead to a multi-
notch upgrade of Alcatel-Lucent's long-term ratings to the same
level as those of Nokia.

Alcatel-Lucent's liquidity profile is adequate based on the
availability of around EUR5.5 billion in cash, cash equivalents
and marketable securities reported at the end of December 2014.

Estimated cash needs for operations are around EUR450 million (3%
of revenue) and about EUR1.0 billion of cash and marketable
securities are held in countries subject to exchange controls.
The company's liquidity comfortably covers debt maturities in the
next 18 months and expected continued negative free cash flow in
the first half of 2015. The company has debt maturities of EUR192
million in 2016, EUR535 million in 2017, EUR629 million in 2018,
EUR688 million in 2019 and EUR1.7 billion in 2020, followed by
EUR1.4 billion maturities between 2028-29.

Alcatel-Lucent's ratings could be upgraded once the merger with
Nokia is concluded successfully, and/or, if performance of both
entities improves in 2015 compared to 2014.

Negative rating pressure would build if the announced merger is
not completed, and, if at the same time Alcatel-Lucent 's
standalone metrics, such as operating margins, don't improve
towards mid-single digits and free cash flow remains negative in
2015.

The principal methodology used in these ratings was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Issuer: Alcatel-Lucent

  -- Probability of Default Rating, Placed on Review for Upgrade,
     currently B3-PD

  -- Corporate Family Rating (Foreign Currency), Placed on Review
     for Upgrade, currently B3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Upgrade, currently Caa1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Upgrade, currently B3

Issuer: Alcatel-Lucent USA, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Upgrade, currently B3

Outlook Actions:

Issuer: Alcatel-Lucent

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Alcatel-Lucent USA, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Headquartered close to Paris in Boulogne-Billancourt, France,
Alcatel-Lucent is a leading developer and manufacturer of
telecommunication equipment with sales of about EUR13.2 billion
in 2014. The company traditionally focuses on fixed, mobile,
optics and converged networking hardware, IP technologies,
software, and services. Alcatel-Lucent is one of the four largest
suppliers of communications equipment globally and was formed in
2006 when Alcatel, the largest French supplier of
telecommunication equipment, merged with Lucent Technologies,
AT&T's former telecom equipment division.


ELIS SA: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on France-based textile and appliances
rental provider ELIS SA (Elis). The outlook is stable.

At the same time, S&P assigned 'BB' ratings and '3' recovery
ratings to the proposed Novalis S.A.S. EUR800 million senior
secured notes. S&P's recovery expectations are in the higher half
of the 50%-70% range. S&P also withdrew the 'BB' ratings on
Novalis S.A.S.' EUR450 million senior secured notes due 2018.

S&P also affirmed the 'BB' ratings on the group's EUR850 million
bank instruments due February 2020, consisting of the revolving
credit facility (RCF), and the senior term loan.

The affirmation reflects S&P's view that overall leverage will
remain broadly unchanged after the refinancing transaction. The
company is engaging in the transaction to reduce its interest
costs by refinancing its legacy pre-IPO debt with debt at a lower
interest rate. As such, total outstanding debt will not change
materially.

The group will raise new EUR800 million senior notes, which will
be used to repay the EUR450 million senior secured notes and the
remaining EUR228 million senior subordinated notes. The company
will also seek consent to convert EUR200 million of the senior
term loan into utilization under the RCF. If obtained, such
consent would reduce the senior term loan to EUR450 million and
increase the RCF to EUR400 million, with a drawdown of about
EUR200 million.

Based on its forecasts, S&P expects funds from operations (FFO)
to debt of about 19% and adjusted debt to EBITDA of about 4.0x by
year-end 2015. Standard & Poor's adjusted debt encompasses S&P's
standard adjustments for operating leases, pensions, unamortized
debt issuance costs, guarantees and contingency considerations
for an aggregate of EUR140 million.

After Elis' IPO, Eurazeo's stake in Elis has been reduced to
41.5%, although Eurazeo still remains the company's largest
shareholder. S&P still assesses Elis as a financial-sponsor-owned
company. S&P believes that Elis' financial policy will be
somewhat less aggressive -- compared to its pre-IPO days -- as
indicated by management's commitment to the deleveraging process
and a target net debt to EBITDA of 2.0x-2.5x by 2017.
Furthermore, S&P expects the interests of all stakeholders to be
adequately represented, since more than 50% of the board will be
independent.

While Elis' business is largely concentrated in the French
market, from where the group derives about 72% of revenue (as of
year-end 2014), the recent acquisition of the Brazilian entities
has increased diversification. Brazil accounted for about 6% of
the group's revenues at year-end 2014.

Elis operates in a fragmented and competitive industry and
focuses on Western European markets, where S&P anticipates that
economic conditions will remain sluggish this year. This is
mitigated by the company's leading positions in its key operating
segments. Its resilient and healthy EBITDA margins, at about
30%, which S&P consider to be higher than the industry average,
provide further support to the group's business risk profile.

S&P considers that some downside risks have arisen with the
recent litigation effecting Elis' Brazilian entities. Total
provisions increased to approx. EUR33 million at the end of 2014,
from EUR33 million at the end of 2013.

S&P's base case assumes:

-- France's GDP will grow by 1.1% this year, while the European
    Union as a whole should benefit from GDP growth of 1.9%. In
    Brazil, S&P's base-case scenario reflects negative GDP growth
    of 1.0%. S&P expects Elis's revenues to grow by 3%-4% in
    2015.

-- Adjusted EBITDA margins between 29%-30%.

-- Capital expenditures (capex) accounting for about 18% of
    revenues in 2015, when Elis will move a plant from Puteaux to
    Nanterre, before diminishing to 17.5% in 2016, given the six-
    to-12-month time lag for lower cotton prices.

-- Bolt-on acquisitions in 2015.

-- Dividend payments of approximately EUR40 million in 2015 as
    per management's guidance.

Based on these assumptions, S&P arrives at the following credit
measures for 2015:

-- Adjusted debt to EBITDA of about 4.0x, and FFO to debt of
    about 19%.

-- Sound cash interest coverage in excess of 5x.

The stable outlook reflects S&P's expectation that the group will
maintain credit metrics commensurate with the current ratings
level, and an adjusted EBITDA margin in excess of 30%. We expect
FFO to debt to remain more than 15%, while adjusted debt to
EBITDA is likely to be 3.5x-4.0x by Dec. 31, 2015.

S&P said, "We could consider an upgrade if the group integrates
its Brazilian entities quicker than we currently anticipate,
leading to a sound improvement in the EBITDA margin and strong
FFO generation. A stronger-than-anticipated recovery of the
French market, contributing to a further strengthening of the
EBITDA margin beyond its historical level of 36% and resulting in
FFO to debt comfortably greater than 20%, could also trigger a
positive rating action. We could also raise the rating if the
company exhibits a clear financial policy to maintain adjusted
debt to EBITDA below 4x."

A negative rating action could come from acceleration of
litigation affecting the Brazilian entities, significantly
harming the company's brand and leading to the loss of key
contracts and a deterioration in credit metrics, with FFO
to debt dropping to 10%-12%. A more aggressive financial policy,
translating into adjusted debt to EBITDA moving towards 5x, could
also lead S&P to consider a downgrade.



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GEORGIA: Fitch Revises Outlook to Stable & Affirms 'BB-' IDR
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Georgia's Long-term
foreign and local currency Issuer Default Ratings (IDR) to Stable
from Positive and affirmed the IDRs at 'BB-'.  The issue ratings
on Georgia's senior unsecured foreign and local currency bonds
have also been affirmed at 'BB-'.  The Country Ceiling has been
affirmed at 'BB' and the Short-term foreign currency IDR at 'B'.

KEY RATING DRIVERS

The revision of the Outlook to Stable reflects the following key
rating drivers and their relative weights:

HIGH

Georgia has experienced multiple external shocks the lower oil
price/sanctions-induced downturn in Russia, which has spilled
over to surrounding CIS economies, triggering a wave of trading
partner currency devaluations.  These developments have had a
highly adverse impact on Georgian trade and remittances: exports
have fallen sharply, while remittances are down about 25%.

The external sector remains Georgia's main weakness.  The
Georgian lari has depreciated by about 30% from its 2011-13
levels compared to the US dollar, although the real effective
exchange rate has remained relatively stable.  The floating of
the lari provides a shock absorber and mitigates the decline in
foreign-exchange reserves.  Nevertheless, the central bank has
intervened on six occasions since November 2014, lowering
reserves by USD240m to USD2.45bn in March, their lowest level
since January 2011.  Fitch expects reserves to fall below 2.5
months of import coverage in 2015 and 2016, well below the 'BB'
median.

With CIS countries accounting for over half of total exports,
Fitch expects exports to fall by 20% in 2015.  Despite a decline
in imports, we expect the current account deficit (CAD) to widen
to about 14% of GDP in 2015 from 9% in 2014.  The depreciation
will also push net external debt up from 58% of GDP in 2014 to
nearly 80% in 2015, far above the 'BB' rating median of 15%.

MEDIUM

Economic growth is expected to slow markedly to 2% in 2015 from
4.8% in 2014, primarily due to spillovers from the regional
economic downturn.  Lower exports to Russia and other CIS
countries, weaker business and consumer sentiment will weigh on
the economy.  Downside risks remain and will be linked to further
developments in the oil price, Russia and other trading partners.

The lari depreciation will reduce Georgia's per capita GDP in US
dollar terms from USD3,623 in 2014 to an estimated USD2,923 in
2015, a fall of almost 20%, leaving it over 30% below the 'BB'
median.  Lower per capita GDP can accentuate vulnerability to
shocks and reduce debt tolerance.

Given the economic slowdown and the government's decision to
preserve investment and social spending, Fitch forecasts the 2015
general government deficit to reach about 3.5% of GDP, with some
risks of moderate fiscal slippage.  The high share of foreign
currency-denominated debt in Georgia (about 80%) means that the
depreciation of the lari will push general government debt above
43% of GDP in 2015.  Despite the high share of concessional or
near-concessional debt, debt dynamics remain vulnerable to
further exchange rate developments.

The government has reiterated its determination to maintain its
fiscal stimulus, primarily via the continuation of its ambitious
investment program.  However, should revenue significantly
underperform expectations, we expect the government to adopt
corrective measures to maintain fiscal sustainability.  As a
large share of public investment is financed by international
financial institutions (IFIs) and the near-term external
redemption schedule is not heavy, liquidity risks should be
contained.

Georgian banks do not run major short open current positions,
which will limit direct devaluation losses.  Foreign currency-
deposit outflows (adjusted for exchange-rate changes) have been
moderate and banks have significant liquidity cushions, partly
because of stringent regulations.  The economy is highly
dollarized.  Nonetheless, with over 60% of banks' loan portfolios
US-dollar denominated, the fall of the lari could create asset-
quality pressures and a slight decrease in regulatory capital
ratios due to asset inflation.

Georgia's 'BB-' IDRs also reflect the following key rating
drivers:

Georgia continues to demonstrate a strong commitment to economic
and structural reforms, guided by a succession of IMF programs,
including a three-year standby arrangement signed in July 2014.
Georgia has also signed an Association Agreement with the EU,
which entails a Deep and Comprehensive Free Trade Area.  Easier
access to EU markets should help to boost Georgia's
attractiveness as an investment location over the medium to long
term.  Georgia's business environment compares favorably with
rating peers, as illustrated by the World Bank's ease of doing
business indicators.

Fitch expects FDI flows to remain robust, supported by IFIs but
also private investors' appetite.  Some large-scale
infrastructure projects could boost investment over the coming
years, notably in the railway, road, energy and sea transport
sectors.  However, the high import content of investments limits
their short-term impact on growth.  A recent reform of
immigration regulation appears to have created difficulties for
businesses, which already face a shortage of skilled labor.
Amendments are expected in 2015 to lift these difficulties.

Russia's decision to sign an integration treaty with the
breakaway regions of South Ossetia and Abkhazia has sparked some
protest from Georgia, the US and the EU, but so far has not
derailed the slow and relative normalization of the bilateral
relationship.

RATING SENSITIVITIES

The main factors that could lead to a downgrade are:

   -- Renewed pressure on reserves and the exchange rate, brought
      about by a worsening of the downturn affecting trading
      partners and widening in the CAD.

   -- A departure from prudent fiscal and monetary policymaking.

   -- A further deterioration of the domestic or regional
      political climate.

The main factors that could lead to an upgrade are:

   -- A revival of strong and sustainable GDP growth combined
      with fiscal discipline.

   -- A stabilization of the net external debt ratio, accompanied
      by export growth and strong FDI inflows.

   -- A further and significant reduction in the dollarization
      ratio.

KEY ASSUMPTIONS

Fitch does not expect a significant worsening of the economic
downturn in Russia and in major trading partners.

Fitch assumes that the government will maintain its medium-term
ambition to keep fiscal deficit below 3% of GDP, stabilizing the
gross general government debt ratio below 40% of GDP.



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


JH-HOLDING GMBH: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to JH-Holding GmbH, the
ultimate holding company for paper-packaging producer Progroup.
Concurrently, Moody's assigned a provisional (P)B1 (LGD 3) rating
to the group's EUR400 million Senior Secured Notes, which will be
issued by Progroup AG, a majority owned subsidiary of JH-Holding
GmbH, as well as a (P)Caa1 (LGD 6) to the EUR125 million
subordinated PIK Toggle Notes, issued by JH-Holding Finance SA.
The outlook on all ratings is stable. This is the first time that
Moody's has rated Progroup.

The proceeds from the notes issuance will be used to effect a
refinancing of the group's current financing arrangements as well
as to cover transaction related fees and expenses.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect the agency's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, Moody's will endeavor to
assign definitive ratings to the group's proposed senior secured
loans. Definitive ratings may differ from provisional ratings.

The assigned B2 rating balances Progroup's differentiated
business model with a cost efficient asset base in strategic
locations and exposure to growing end markets, factors that
provide for high profitability with a fairly small scale in a
fragmented market, exposure to historically volatile input costs
and a leveraged capital structure.

In terms of credit strengths, Progroup's B2 Corporate Family
Rating is supported by the group's business model that focuses on
small batch sizes delivered to small and medium size converting
customers in a highly automated production process, which allows
it to successfully compete in a fragmented market. The group's
business profile further benefits from a cost efficient and
modern asset base. Moody's views end market fundamentals as
positive which should support continued moderate volume growth
over the medium to long term, as demand for paper-based packaging
benefits from trends including the rise in online sales,
substitution of other packaging materials with paper and higher
living standards and consumer spending in particular in Central
and Eastern Europe, partly offset by a trend towards light-weight
packaging when considering the value of the paper-based packaging
market. These factors have contributed to high profit levels, as
evidenced by its EBITDA margin around 19% in 2014 (as adjusted by
Moody's).

On a more negative note, the rating also reflects the company's
fairly small scale with reported EBITDA of EUR125 million in 2014
when compared to industry leaders Smurfit Kappa and DS Smith,
however, compensated by the differentiation in customer
segmentation that allow for leading market shares in its niche of
mostly regional core markets. The B2 rating also reflects the
leveraged capital structure with debt/EBITDA as adjusted by
Moody's of around 5x pro forma for the refinancing. Potentially
more challenging market conditions over the next two years and
costs related to the roll-out of a new corrugated board plant,
albeit significantly lower compared to prior expansion programs,
will in the rating agency's view limit the company's potential
for meaningful deleveraging in the short to medium term. More
positively, however, Moody's notes that Progroup's performance
has been good year-to-date and ahead of the prior year, helped by
volume growth and a positive pricing environment for testliner
and corrugated board. The fragmented market environment has
historically however made it challenging to sufficiently manage
supply to demand and we caution that new containerboard capacity
scheduled to ramp-up over the next 18-24 months may have a
negative impact on pricing levels in the industry.

Following the proposed refinancing, Moody's anticipates that
Progroup's liquidity profile will be adequate. Internal cash
sources are forecasted with cash on hand of around EUR27 million
pro forma for the refinancing and annual operating cash flow
before working capital requirements of EUR50 million-EUR60
million. In addition, Moody's notes that Progroup will have
access to a revolving credit facility amounting to EUR50 million.
These sources should be sufficient to fund working cash
requirements, estimated at around 3% of sales as per Moody's
standard assumption for operational cash needs, as well as capex
and all other basic cash requirements (including intra-year
working capital swings). Moody's expects that Progroup will
continue to generate positive amounts of free cash flows. Moody's
notes positively that following the proposed refinancing,
Progroup will not have any material debt maturities before 2021,
when the RCF will mature.

The stable outlook on the rating reflects Moody's expectation
that Progroup will be able to largely withstand competitive
pressures on the back of potentially declining testliner prices,
due to benefits from increasing integration and its strong
business model. This will be reflected in only moderate earnings
decline in 2016, which should allow Progroup to sustain EBITDA
margins around the longer-term average of around 15% with
Debt/EBITDA expected around or slightly above 5x. The stable
outlook is also based on Moody's expectation that Progroup
preserves a sufficient liquidity cushion supported by positive
free cash flow generation and on the absence of material debt
financed acquisitions and shareholder distributions.

Positive rating pressure could build up if Progroup is able to
sustain profitability margins in the high-to-mid teen percentages
in terms of EBITDA margin as adjusted by Moody's. In terms of
leverage, wMoody's would expect the group's debt/EBITDA as
adjusted by Moody's to decline towards 4.5x. A rating upgrade
would also require a well managed liquidity profile.

Moody's could consider downgrading Progroup's ratings if the
group's profitability were to come under pressure, resulting in
EBITDA margins declining below the mid teen percentages with
debt/EBITDA being above 5.5x for an extended period of time.
Also, a deterioration in liquidity could result in rating
pressure building.

The (P)B1 rating on the Senior Secured Notes one notch above the
Corporate Family Rating and reflects the limited amount of
priority debt ranking ahead, pertaining to potential drawings
under a EUR50 million revolving credit facility (RCF). At the
same time, the PIK notes provide a sufficient first-loss cushion
in a default scenario to allow for the one-notch uplift from the
CFR. While the Senior Secured Notes and the RCF share the same
collateral package, comprising pledges over materially all of the
group's consolidated assets as well as upstream guarantees from
substantially all operating companies, lenders under the RCF have
priority access to any enforcement proceeds in a default
scenario. The (P)Caa1 rating on the PIK toggle notes reflect
their junior ranking in the capital structure as they are
contractually and structurally subordinated to the Senior Secured
Notes and the RCF. Due to the high initial leverage and the
substantial amount of secured notes and potential drawings under
the RCF that effectively rank ahead of the new PIK notes in case
of enforcement, Moody's expects that the recoveries for the PIK
noteholders in a default scenario would be very limited.

Assignments:

Issuer: JH-Holding GmbH

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2-PD

Issuer: JH-Holding Finance SA

  -- Subordinate Regular Bond/Debenture (Local Currency) Dec 1,
     2022, Assigned (P)Caa1

  -- Subordinate Regular Bond/Debenture (Local Currency) Dec 1,
     2022, Assigned a range of LGD6, 91 %

Issuer: Progroup AG

  -- Senior Secured Regular Bond/Debenture (Local Currency)
     May 1, 2022, Assigned (P)B1

  -- Senior Secured Regular Bond/Debenture (Local Currency)
     May 1, 2022, Assigned a range of LGD3, 42 %

  -- Senior Secured Regular Bond/Debenture (Local Currency)
     May 1, 2022, Assigned (P)B1

  -- Senior Secured Regular Bond/Debenture (Local Currency)
     May 1, 2022, Assigned a range of LGD3, 42 %

Issuer: JH-Holding Finance SA

  -- Subordinate Regular Bond/Debenture (Local Currency) Dec 1,
     2022, Assigned (P)Caa1

  -- Subordinate Regular Bond/Debenture (Local Currency) Dec 1,
     2022, Assigned a range of LGD6, 91 %

Outlook Actions:

Issuer: JH-Holding GmbH

  -- Outlook, Assigned Stable

Issuer: JH-Holding Finance SA

  -- Outlook, Assigned Stable

Issuer: Progroup AG

  -- Outlook, Assigned Stable

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Progroup AG is a leading European producer of containerboard and
corrugated board focusing on processing of standardized small
batch series for small- and medium-sized costumers in a broad
range of end-markets. The group generated sales of EUR661 million
and reported EBITDA of EUR125 million as of 2014 (19% reported
EBITDA margin). Headquartered in Germany, the company employs 853
employees and has 9 production plants across 5 countries.


PROGROUP AG: S&P Assigns Prelim. 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term corporate credit rating to German containerboard and
corrugated board producer Progroup AG and JH-Holding Finance S.A.
The outlook is stable.

At the same time, S&P is assigning its preliminary 'B+' rating to
Progroup's proposed EUR400 million senior secured notes, with a
recovery rating of '3' indicating its expectation of meaningful
(50%-70%) recovery in the event of payment default.

S&P said, "We are also assigning our 'B-' rating with a '6'
recovery rating to the PIK toggle notes to be issued by JH-
Holding Finance S.A., reflecting our expectation of negligible
recovery (0%-10%) in the event of a payment default.

"The final ratings will depend on the company's ability to issue
the EUR400 million of senior secured notes, EUR125 million PIK
toggle notes, and sign a EUR50 million revolving credit facility
(RCF). The rating will also depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, this preliminary rating should not be viewed as our
final ratings. If the proposed transactions don't go through
within a reasonable time frame, or if final bond documentation is
different from the materials we reviewed, we reserve the right to
withdraw or revise our ratings. Potential changes include, but
are not limited to, size of bond issuance, utilization of
proceeds, maturity, terms and conditions of the bonds, financial
and other covenants, security, and ranking.

"The rating on Progroup reflects our assessment of the group's
"fair" business risk profile and its "aggressive" financial risk
profile, as our criteria define these terms. Our rating also
encompasses our view of the company's liquidity as "adequate"
following the contemplated refinancing, and its management and
governance as "fair.""

Progroup sells to small and medium sized packaging converters in
Central Europe (about half of the sales are to Germany). About
34% of Progroup's board materials end up in various food
packaging materials, approximately 30% go to industrial
companies, while consumer durable firms take about 25%. Founded
in 1992 by Jurgen Heindl, the current CEO and majority-owner, the
company has achieved steady growth through greenfield projects,
and it reported sales of EUR661 million in 2014.

In line with its group rating methodology, S&P takes a
consolidated approach when analyzing Progroup's creditworthiness
and therefore include debt at the holding company in consolidated
credit metrics. S&P only make minor adjustments to the reported
debt by factoring in utilization (EUR6.3 million), operating
leases (about EUR8 million), and treating all cash as surplus
cash apart from EUR5 million, which S&P believes is tied up at
foreign subsidiaries.

S&P's "fair" assessment of Progroup's business risk profile is
constrained by its position as a relatively small player in the
oversupplied, fragmented, commodity-like, and highly competitive
European paperboard market.

S&P's "aggressive" assessment of Progroup's financial risk
profile incorporates the relatively high leverage on a
consolidated level, with its expectation of funds from operations
(FFO) to debt of about 13% and debt to EBITDA of 4.5x at
the end of 2015.

The stable outlook reflects S&P's expectation that Progroup's
profitability could weaken slightly in the coming years due to
price pressure, but that the group's strong cash flow generation
will prevent credit metrics from deteriorating significantly. "We
expect that the group will maintain a cautious expansion approach
and remain focused on its small and midsize customer base where
it has well-established relations. For the current ratings we
expect the group will maintain FFO to debt of at least 12% and
debt to EBITDA of below 5x, while maintaining positive cash flow
generation after investments and a continued cautious dividend
policy," said S&P.

Downside pressure on the rating could arise as a result of
declining economic conditions in Europe which would exacerbate
overcapacity in the market and put pressure on Progroup's
pricing. This in turn would weaken the company's credit
metrics. S&P could lower the ratings if FFO to debt deteriorated
toward 10% on a long-term basis. S&P could also lower the ratings
if Progroup's financial policy became less conservative, for
example, if the group pursued a large-scale merger and
acquisition or began paying dividends, although S&P sees such a
scenario as unlikely at the moment.

Ratings upside is unlikely in the coming two years, as S&P
expects the market for containerboard and corrugated board to
remain challenging, which will likely limit a credit metrics
improvement. S&P could consider an upgrade if credit metrics
outperformed its current base case such that FFO to debt would
be maintained above 16% on a sustainable basis and debt to EBITDA
below 4.5x. Any ratings upside would also require a continued
cautious financial policy and stable operational performance.



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


ALPHA BANK: S&P Keeps 'CCC+' LT Counterparty Credit Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it is keeping its
'CCC+' long-term counterparty credit ratings on Greece-based
Alpha Bank A.E. (Alpha), Eurobank Ergasias S.A. (Eurobank),
National Bank of Greece S.A. (NBG), and Piraeus Bank S.A.
(Piraeus) on CreditWatch with negative implications, where the
ratings agency initially placed them on Jan. 30, 2015.

At the same time, S&P affirmed its 'C' short-term counterparty
credit and subordinated debt ratings on the four banks.

The ongoing CreditWatch status reflects S&P's view that there are
still uncertainties about whether the European authorities will
remain committed to providing liquidity and capital support to
Greek banks. Such support underpins S&P's 'CCC+' long-term
ratings on Alpha, Eurobank, NBG, and Piraeus as it represents the
favorable business, financial, and economic conditions on which
Greek banks depend to meet their financial commitments. S&P's
'ccc-' stand-alone credit profiles (SACPs) of Alpha, Eurobank,
NBG, and Piraeus reflect that, in the absence of support from the
European authorities, S&P believes that a default of these Greek
banks appears inevitable within the next six months, absent
unanticipated significant favorable changes in the banks'
circumstances.

In this context, S&P has also taken into account the lowering of
the ratings on Greece and its rationale behind this rating
action.

On April 15, 2015, S&P lowered the long- and short-term sovereign
credit ratings on Greece to 'CCC+/C' from 'B-/B'. S&P's outlook
on the sovereign rating of Greece is negative. The current rating
reflects S&P's view that business, financial, and economic
conditions in Greece have worsened due to the uncertainty
stemming from the prolonged negotiations between the three-month-
old Greek government and its official creditors. S&P now
estimates that the Greek economy has contracted close to 1% over
the past six months and the prospects for full-year economic
growth in Greece are highly uncertain.

In this context, S&P's also notes that Greek banks are
experiencing rising liquidity pressures.  "We anticipate that
deposit outflows, which started in late December 2014, have
continued in March and early April. As a consequence, Greek banks
are increasingly relying on the Emergency Liquidity Facilities
(ELA) provided by the Bank of Greece to meet their refinancing
needs. Moreover, in our view, ongoing political uncertainties
will likely continue to undermine depositors' confidence, and we
therefore expect deposit outflows to continue as long as these
uncertainties persist. Greek banks' ability to continue accessing
ELA facilities remains dependent on the European Central Bank's
(ECB's) governing council, which can restrict ELA operations at
any time if it considers that these operations interfere with the
objectives of the Eurosystem. We understand that such continued
support depends on the Greek government signing a final agreement
with official creditors, including the ECB," said S&P.

In addition, S&P relates, "we understand that Greek banks' access
to liquidity support is also contingent on them remaining
solvent. In our view, Greek banks will likely require capital
support from European authorities to remain solvent.

S&P's view reflects:

-- The sizable credit losses S&P thinks the Greek banks will
    likely recognize in their profit and loss accounts due to
    their large and rising stock of nonperforming assets (NPAs);

-- The banks' still-modest pre-provision income prospects; and

-- The challenges S&P believes Greek banks face in recovering
    the value of a sizable amount of deferred tax assets (DTAs)
    due to the Greek tax law provisions, notwithstanding the
    inclusion of DTAs in Greek banks' reported regulatory fully
    loaded Basel III ratios (which therefore currently exceed the
    minimum 8% for these four Greek banks without needing
    additional capital support).

S&P currently assesses that these factors will likely lead to
Alpha, Eurobank, NBG, and Piraeus requiring capital support at a
level commensurate with increasing their risk-adjusted capital
(RAC) ratio to at least 3%, and with funds available for Greek
banks' recapitalization in the EUR10.8 billion European Financial
Stability Fund (EFSF).

The ongoing CreditWatch status continues to reflect the
possibility that S&P could lower the long-term ratings on the
four Greek banks if S&P anticipates that they will lose access to
liquidity provided by the European liquidity support mechanisms,
or if S&P foresees such support being insufficient to meet
the banks' financing needs.

S&P said, "A Greek exit from the eurozone is not our base-case
scenario. Still, early signs of a heightened eurozone exit risk
could include capital controls. If capital controls were to be
imposed, we could lower the ratings on the four banks, as capital
controls would likely lead to a default.

"We could also lower the ratings if we anticipate that European
authorities will reduce their commitment to provide capital
support to Greek banks. This could happen if we consider that
EUR10.8 billion funds allocated by the EFSF to cover Greek banks'
potential capital needs were no longer available or sufficient to
preserve the banks' solvency and absorb the magnitude of losses
we believe Greek banks will likely face.

"Conversely, we could affirm the ratings and remove them from
CreditWatch if we believe that the Greek banks will likely retain
permanent and sufficient support from the European authorities
and the ECB in line with what we currently incorporate into our
ratings, and that they can meet their financial commitments in a
timely manner."

RATINGS LIST

Alpha Bank A.E.
Eurobank Ergasias S.A
National Bank of Greece S.A.
Piraeus Bank S.A.
Counterparty Credit Rating        CCC+/Watch Neg/C

N.B. This does not include all ratings affected.


ELLAKTOR: S&P Cuts Corp. Credit Ratings to 'B'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on Greek concessions and
construction group Ellaktor S.A. to 'B' from 'B+' and affirmed
the 'B' short-term rating. At the same time, S&P removed the
ratings from CreditWatch, where they were placed on Feb. 13,
2015. The outlook is negative.

The rating action follows that on Greece on April 15, 2015. The
differential between S&P's ratings on Ellaktor and the related
sovereign is two notches, the maximum allowed under our criteria.
Therefore, the one notch downward rating action on Greece has
triggered a similar rating action on Ellaktor.

In S&P's view, the lowering of the ratings on Ellaktor and the
negative outlook also capture the downside risks associated with
the change in the Greek government. Possible scenarios include:

-- A slowdown in the domestic economy impairing traffic volumes
    and earnings generation from the group's concession assets or
    triggering adverse changes to the group's current concession
    agreements;

-- A change in the Greek government's priorities and timing
    regarding construction projects in the pipeline, which could
    hamper the group's ability to replenish its backlog as
    expected; and

-- Risks to the company's funding and liquidity due to its
    reliance on Greek banks.

The negative outlook on Ellaktor reflects that on Greece, as well
as the uncertainty around Ellaktor's future operating performance
due to weakening macroeconomic conditions in Greece.

"We would likely take a similar rating action on Ellaktor
following any further rating action on Greece. Independent of any
rating action on Greece, we could also take a negative rating
action on Ellaktor if any of the above-mentioned scenarios
materialized and if we believed that this could lead to a
deterioration in Ellaktor's credit metrics or liquidity," S&P
relates.

S&P believes that rating upside is currently limited for
Ellaktor.


GREECE: Orders Public Bodies to Transfer Cash to Central Bank
-------------------------------------------------------------
Nektaria Stamouli and Alkman Granitsas at The Wall Street Journal
report that Greece's government issued a decree on April 20
requiring public bodies such as state-owned companies and public
pension funds to transfer their cash reserves to the central bank
as the country's cash reserves continue to dry up.

The decree, published in the government gazette late on April 20,
represents evidence of an escalating cash squeeze amid renewed
concerns of Greek default, The Journal says.

Greece's parliament has recently passed a bill allowing the Greek
government to borrow funds held by state bodies and social-
security funds via repurchase agreements, or repos, and has
borrowed money from entities such as the central bank and the
country's job centers, The Journal discloses.

But this decree makes the transfer of state bodies' cash reserves
to the Bank of Greece compulsory, excluding the country's social-
security funds, The Journal notes.

Greece needs a deal to secure billions of euros in bailout aid to
avoid defaulting on its debts by this summer and potentially
tumbling out of the euro, The Journal states   But the overhauls
that creditors want, including further pension cuts and tax
increases in a country reeling from years of drastic austerity,
could split or bring down the government of radical-left Prime
Minister Alexis Tsipras, which was elected in January on an anti-
austerity ticket, according to The Journal.

In remarks to journalists last week, Deputy Finance Minister
Dimitris Mardas had warned that such a move was coming, The
Journal relays.

"Similar provisions already exist in Holland, Portugal and
England," Mr. Mardas, as cited by The Journal, said last week.
"It is one of the possibilities."

In Paris, French Finance Minister Michel Sapin said on April 20
that Greece's decision to pool the cash reserves of public
entities at the central bank was only an emergency solution and
the country needs to move faster on economic overhauls, The
Journal relates.

"Greece is dealing with an emergency," The Journal quotes
Mr. Sapin as saying in an interview on French television channel
BFM TV.  "But that is not sufficient because it's not just a
question of urgency, it's a question of getting down to the
fundamentals."

It remains unclear when Greece will actually run out of cash, but
ratings agency Standard & Poor's last week predicted that
Greece's cash reserves could run dry by mid-May, The Journal
states.

In order to meet its obligations to the IMF and its European
creditors, and to pay public-sector wages and pensions, Greece
has been slipping deeper into arrears with suppliers of goods and
services to the public sector, The Journal notes.

The government has been locked in negotiations with its
international creditors since coming to power and is hoping to
unlock a slice of financial aid, but progress so far has been
slow, The Journal relays.

                   ECB May Pull Plug on Banks

According to The Telegraph's Mehreen Khan, shares in Greece's
stricken banks fell to an all-time low on April 21 as reports
suggested the European Central Bank was considering pulling the
plug on the country's lenders.

A memo drawn up by the ECB's staff suggested capping the
emergency assistance (ELA) that has been keeping lenders alive
since the Syriza-led government entered office at the end of
January, The Telegraph discloses.

ELA has been drip fed to the country in weekly increments as the
Leftist government in Athens has struggled to meet the bail-out
conditions demanded from its international creditors, The
Telegraph notes.

According to The Telegraph, the assistance is provisional on
Greek banks remaining solvent, but capital flight has seen banks
hit the ceiling on the funds on an almost weekly basis.

The ECB's report, seen by Bloomberg, also suggested increasing
the haircut Greece's private banks take when posting collateral
with the central bank in Athens, The Telegraph relates.

Central bank president Mario Draghi has insisted banks continued
to be eligible for ELA, which has reached around EUR74 billion,
The Telegraph relates.  However, other members of the Governing
Council have suggested the liquidity assistance should not
continue after the summer, The Telegraph notes.  Any decision to
remove the life-support would require a two-thirds majority among
the bank's governing board, The Telegraph states.

According to The Telegraph, rating's agency Standard & Poor's
said should the ECB pull the plug, Greek banks will go bust in a
matter of months.

"In the absence of support from the European authorities, we
believe that a default of these Greek banks appears inevitable
within the next six months," S&P, as cited by The Telegraph,
said.


* Moody's Takes Action on 7 Greek ABS & RMBS Ratings
----------------------------------------------------
Moody's Investors Service placed on review for downgrade the
ratings of 7 senior tranches of Greek asset-backed securities
(ABS) and residential mortgage-backed securities (RMBS), as well
as the ratings of 2 Greek covered bonds programs. In addition,
Moody's changed the review direction of the ratings of 2 Greek
covered bond programs from on review for upgrade to on review
direction uncertain.

The rating reviews reflect the high likelihood of lowering of the
country ceiling in the context of the heightened uncertainty
regarding the Greek government's negotiations with its
international lenders, its adverse effect on the economy of
Greece (Caa1, possible downgrade) and the risk of the government
imposing deposit freezes, or other capital controls, to preserve
financial stability.

Specifically, Moody's placed:

  -- The Ba3(sf) ratings of one ABS tranche and five RMBS
     tranches on review for downgrade;

  -- The Ba3 ratings of two covered bonds on review for
     downgrade;

  -- The B1(sf) rating of one RMBS tranche on review for
     downgrade. This tranche is also on review owing to
     performance deterioration; and

  -- The B1 ratings of two covered bonds on review, direction
     uncertain. These ratings were previously on review for
     upgrade.

A list of the affected credit ratings is available at
http://is.gd/db8ify

The rating reviews reflect the high likelihood of lowering of the
country ceiling in the context of the heightened uncertainty
regarding the Greek government's negotiations with its
international lenders, its adverse effect on the economy of
Greece (Caa1, possible downgrade) and the risk of the government
imposing deposit freezes, or other capital controls, to preserve
financial stability.

The risk of deposit freezes and capital control measures prompted
Moody's to lower the local and foreign-currency bank deposit
ceiling to Caa1 from Ba3 on 6 March 2015 (see "Moody's lowers
Greece's bank deposit ceiling"). Although most Greek structured
finance and covered bond transactions benefit from liquidity
reserves outside of Greece to support liquidity shortfalls for a
period lasting from a few weeks to, in some cases, up to some
months, any capital restrictions may create prolonged
uncertainty.

The three drivers of the review are closely linked to the factors
that led Moody's to place the Greek government's ratings on
review for downgrade on 6 Feb 2015 (see "Moody's places Greece's
Caa1 government bond rating on review for downgrade"). These
drivers represent a high severity event for the senior ABS and
RMBS tranches that Moody's have placed on review. At this stage,
these drivers are not affecting the ratings of the mezzanine and
junior tranches.

Moody's will conclude the review of the structured finance and
covered bond ratings shortly after the completion of the
sovereign rating review.

Factors or circumstances that could lead to an upgrade of the
ratings are (1) a decreased probability of high-loss scenarios
owing to a downgrade of the country ceiling; (2) improvement in
the notes' available CE; and (3) improvement in the credit
quality of the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings are (1) an increased probability of high-loss scenarios
owing to a downgrade of the country ceiling; (2) performance of
the underlying collateral that does not meet Moody's
expectations; (3) deterioration in the notes' available CE; and
(4) deterioration in the credit quality of the transaction
counterparties.



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


BUSINESS TELECOM: Altera Commences Liquidation Procedure
--------------------------------------------------------
MTI-Econews reports that Hungary's Altera launched a liquidation
procedure on April 21 against Business Telecom (BTel) after the
troubled company failed to settle invoices.

BTel's liabilities stood at HUF9.3 billion, MTI-Econews says,
citing the minutes of an extraordinary shareholders meeting on
March 20.  Bonds accounted for almost HUF8 billion of that
amount, MTI-Econews notes.

Magyar Telekom sued BTel earlier for unpaid bills, and a
subscriber of the company's corporate bonds has launched a
liquidation procedure against it, MTI-Econews recounts.

Business Telecom is a Hungarian telecommunication service
provider.



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


HORIZON PHARMA: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Horizon
Pharma, Inc., an indirect wholly-owned subsidiary of Dublin,
Ireland-based Horizon Pharma plc, (collectively "Horizon")
including a Corporate Family Rating of B2, a Probability of
Default Rating of B2-PD, a senior secured term loan rating of
Ba2, a senior unsecured note rating of B2, and a Speculative
Grade Liquidity Rating of SGL-2.

The proceeds of the debt offering, together with cash on hand
including proceeds from a recent equity offering, will be used to
fund the acquisition of Hyperion Therapeutics, Inc. ("Hyperion")
for approximately $1.1 billion. This is the first time Moody's
has rated Horizon.

Ratings assigned to Horizon Pharma, Inc.

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2-PD

  -- US$500 million Senior Secured Term Loan B, Ba2 (LGD 2)

  -- US$300 million Senior Unsecured Notes, B2 (LGD 4)

  -- Speculative Grade Liquidity Rating, SGL-2

  -- The outlook is stable.

The B2 Corporate Family Rating reflects Horizon's small size
within the pharmaceutical industry, its limited operating
history, and concentration risk with three drugs generating over
70% of revenue. The rating also reflects high pro-forma financial
leverage with debt/EBITDA above 5 times including anticipated
merger-related synergies. Horizon has grown quickly over the past
5 quarters through acquisitions, creating business risks as
multiple organizations are integrated. Horizon has had good near-
term success at increasing the revenue of pain products, Vimovo
and Duexis, but growth potential is limited by reimbursement
pressure and eventual generic competition. To sustain long-term
growth, Horizon will continue to pursue acquisitions with a focus
in specialty products including orphan drugs.

The rating is supported by Horizon's high profit margins, and its
efficient operating structure and low tax rate, which result in
good cash flow. Additional support is provided by solid growth
across key products this year, driving debt/EBITDA to below 5.0x
times over the next 12 months. As orphan disease drugs, Ravicti
and Actimmune will provide the greatest potential for long-term
organic growth with high barriers to entry.

The SGL-2 Speculative Grade Liquidity Rating reflects the
company's good cash flow and high cash balance, despite the lack
of a revolving credit facility.

The rating outlook is stable, reflecting our expectation that key
products will sustain solid growth trends and that debt-to-EBITDA
leverage will fall below 5.0 times over the next 12 months. The
ratings could be upgraded if Horizon, successfully integrates
Hyperion and achieves synergy targets, improves its revenue
diversity through disciplined acquisitions such that the top 3
products represent less than 50% of sales, and sustains
debt/EBITDA below 4.5 times. Conversely, the ratings could be
downgraded if Horizon suffers generic competition on Vimovo,
faces unexpected litigation risks, or performs aggressively
financed acquisitions such that debt/EBITDA is sustained above
5.5 times.

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

Headquartered in Deerfield, Illinois, Horizon Pharma, Inc., is an
indirect wholly-owned subsidiary of Dublin, Ireland-based Horizon
Pharma plc (collectively "Horizon"). Horizon is a publicly-traded
specialty pharmaceutical company marketing products in arthritis,
inflammation and orphan diseases.


HORIZON PHARMA: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Horizon Pharma PLC. The outlook is
stable.

S&P also assigned a 'BB-' issue-level and '1' recovery rating to
U.S.-based subsidiary Horizon Pharma Inc.'s senior secured term
loan. The '1' recovery rating indicates expectations of very high
(90% to 100%) recovery in the event of a default. In addition,
S&P assigned a 'B-' issue-level and '5' recovery rating to
Horizon Pharma Inc.'s senior unsecured notes. The '5' recovery
rating indicates expectations of modest (10% to 30%, in the lower
half of the range) recovery in a default. At the same time, S&P
assigned a 'CCC+' debt and '6' recovery rating to Horizon Pharma
Investment Ltd.'s convertible notes. The '6' recovery rating
indicates expectations of negligible (0% to 10%) recovery
in a default.

"The 'B' corporate credit rating on specialty pharmaceutical
company Horizon Pharma PLC (Horizon) is based on our assessments
of a 'weak' business risk profile and a 'highly leveraged'
financial risk profile," said Standard & Poor's credit analyst
Arthur Wong. The rating also reflects S&P's assessment that
Horizon's financial risk profile is more reflective of a 'B'
corporate credit rating than a 'B-' corporate credit rating.

Horizon specializes in acquiring and marketing legacy and niche
branded pharmaceuticals with at least five years of patent
protection remaining and the potential for patent extension or
expansion into additional indications. The company seeks to
enhance the value of its acquired products through the
implementation of price increases and additional sales efforts.

The stable outlook on Horizon reflects the company's relatively
short track record of successfully acquiring underpromoted
products and subsequently growing the sales and EBITDA margin of
the acquired products. S&P also projects that Horizon will
continue to remain acquisitive as it seeks to build its core
pharmaceutical and orphan drug portfolios.

Standard & Poor's could lower the ratings if the company's
margins fall short of its base-case expectations as a result of
integration difficulties or successful patent challenges to one
of its larger selling products.

A higher rating is unlikely over the next year. The company's
business risk is constrained by its small scale and narrow
product and therapeutic focus. Standard & Poor's would
contemplate a positive outlook should the company
significantly exceed its base-case expectations for deleveraging,
dropping leverage to the under-5x area longer term, and establish
a continued track record of success in growing sales of acquired
products.



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


HOME CREDIT: Fitch Lowers IDR to 'B+'; Outlook Negative
-------------------------------------------------------
Fitch Ratings has downgraded Russia-based Home Credit & Finance
Bank's (HCFB) Long-term Issuer Default Ratings (IDRs) to 'B+'
from 'BB-' and its Kazakhstan-based subsidiary SB JSC Home Credit
and Finance Bank (HCK) to 'B' from 'B+'.  The Outlook is Negative
for HCFB and Stable for HCK.

The agency has also placed the 'B' Long-term IDRs of Russian
Standard Bank (RSB) and Orient Express Bank (OEB) on Rating Watch
Negative (RWN).

KEY RATING DRIVERS - IDRS, VIABILITY RATINGS (VRs) AND NATIONAL
RATINGS (HCFB RSB and OEB)

The rating actions reflect the banks' weakening credit profiles
amid negative trends in the operating environment.

The core consumer finance business of all three banks' has been
loss-making since at least mid-2014 due to further credit losses,
resulting in gradual capital erosion.  The magnitude of bottom-
line losses increased in 1Q15, due to higher funding costs for
the sector after the Central Bank of Russia (CBR) rate hike in
December 2014, and may increase further due to asset quality
risks stemming from rouble devaluation, increased inflation, a
fall in people's real incomes and rising unemployment.

Sector loan growth prospects are sluggish due to capital
constraints at most banks and limited inflows of less leveraged
clients with an at least moderate credit risk profile.  Fitch
expects unsecured retail lending in Russia to fall 10% in 2015.

The RWN on RSB's and OEB's ratings reflects the weak core
regulatory capitalization as reflected by their regulatory Tier 1
(N1.2) ratios of, respectively, 6.4% at end-2014 and 6.7% at end-
1Q15, which were only marginally above the regulatory minimum of
6%.  The RWN also reflects the currently loss-making performance,
which if continues at this pace and not reversed and/or
alleviated by capital injections, puts the banks at risk of
breaching regulatory capital ratios by end-1H15, according to
Fitch estimates.

KEY RATING DRIVERS AND SENSITIVITIES - HCFB

HCFB posted a RUB4.5 billion (8.7% of average equity) loss in its
IFRS accounts for 2014, which was mainly a function of larger
credit losses (calculated as loans 90 days overdue originated in
the period divided by average performing loans), which reached a
high 23% in 2014, up from 17% in 2013.  Although they fell
slightly to 22% in 4Q14 from 25% in 3Q14, this was still
substantially above Fitch-estimated break-even level of 16%.
Fitch do not expect any near-term improvements in asset quality,
as management's efforts to shift lending focus to somewhat lower-
risk clients may be largely offset by negative trends in the
operating environment.

Losses widened in 1Q15, with the bank losing around 13% of its
equity, according to local accounts, and its regulatory Tier 1
and Total capital ratios falling to, respectively 8.4% and 13.9%,
from 9.4% and 15% at end-2014.  However, they still offer
moderate headroom for potential further erosion.  HCFB's IFRS
capital buffer is stronger (Fitch Core Capital (FCC) ratio of
15.5% at end-2014), reflecting punitive risk-weighting of high-
margin retail loans in regulatory accounts.

Funding and liquidity is a rating strength.  Refinancing
requirements for 2015 are limited to a moderate 9% of end-2014
liabilities) while liquidity buffer is sufficient to withstand a
12.5% deposit outflow after all refinancing needs are met.
Additional liquidity could be sourced from the bank's rapidly
amortizing loan book.

The Negative Outlook reflects Fitch's expectation that the bank's
credit profile will be under pressure from the challenging
operating environment.  The ratings could be downgraded further
if HCFB's capital position deteriorates significantly as a result
of its performance continuing to weaken.  They could stabilize at
the current levels if gradual stabilization of the operating
environment results in improvements in asset quality,
profitability and capital.

KEY RATING DRIVERS AND SENSITIVITIES - OEB

OEB's asset quality weakened sharply with credit losses reaching
27% in 2014 (17% in 2013), while pre-impairment profit allowed
the bank to absorb only 18% of the losses (2013: 16%).  As a
result, OEB reported a large RUB10.7 billion loss (40% of end-
2013 equity) in 2014 IFRS accounts, putting additional pressure
on its already moderate capitalization (FCC ratio fell to 7.8% at
end-2014 from 13% at end-2013).  Based on regulatory accounts the
bank posted a further RUB5.7 billion loss in 1Q15 (RUB2.8 billion
in 2014).

Fitch does not expect a recovery in asset quality and hence the
bank will likely remain significantly loss-making for the rest of
2015, requiring capital support in order not to breach regulatory
capital ratios.

Funding and liquidity is of limited risk due to modest
refinancing needs (RUB11 billion in 2015) and a reasonable
liquidity buffer (RUB34 billion at end-February 2015).

According to management, OEB expects to receive fresh equity from
its shareholders by end-May 2015.  The RWN will be resolved once
there is more clarity with regard to the timing and amount of the
potential equity injection.  Depending on the sufficiency of
support relative to the bank's performance, the ratings could be
affirmed or downgraded, possibly by more than one notch, if no or
insufficient capital is received.

KEY RATING DRIVERS AND SENSITIVITIES - RSB

RSB has not yet prepared IFRS accounts for 2014 (these are
planned for publication in the coming weeks), but Fitch estimates
credit losses to have exceeded 20% of average performing loans,
(20% in 1H14), based on the bank's regulatory filing.  This
should result in 2H14 losses being at least as large as the
RUB4.8bn reported in 1H14 and, consequently, RSB's FCC ratio,
which was already a thin 4.4% at end-1H14, declining even
further.

In 1Q15 regulatory accounts RSB posted a further large RUB6.5
billion loss, although only about RUB3 billion of this was
related to core activities, while the rest was RUB2 billion due
to currency translation and around RUB1bn of fees paid to
subordinated bondholders for extending the bonds' maturity.  This
resulted in its regulatory tier 1 (N1.2) capital ratio
approaching the minimum threshold. Performance may get a boost
from a significant portfolio of securities (RUB170 billion or 42%
of assets at end-February 2015), some of which the bank has
purchased recently, potentially in anticipation of a CBR rate
cut.  However, due to most of the securities being classified as
held-to-maturity it is difficult to estimate the potential
impact, as well as whether this will be sufficient to offset
likely losses from core activities.

Refinancing needs for 2015 are significant, including a large
USD400 million eurobond put option in July 2015.  However, RSB
maintains a sizeable liquidity buffer against these repayments.
Fitch estimates that net of wholesale funding repayments RSB's
liquidity buffer is sufficient to withstand a 13% fall in
customer funding.

The RWN on RSB's ratings will be resolved with a downgrade if (i)
RSB's 2014 IFRS accounts confirm a significant further weakening
of performance/asset quality; or (ii) the bank's capital is not
strengthened by an earnings boost (potentially stemming from
securities revaluation) and/or by an equity injection in the next
couple of months.  Conversely, performance improvement and/or
sufficient recapitalization may result in RSB's ratings being
affirmed.

KEY RATING DRIVERS AND SENSITIVITIES - HCK

The downgrade of HCK's IDRs and National rating follows the
downgrade of the parent, HCFB.  In Fitch's view a one-notch
difference between the ratings of the two banks is appropriate
and reflects the cross-border nature of the parent-subsidiary
relationship and uncertainty regarding the performance of the
unsecured consumer finance market in Kazakhstan and the strategic
importance of the subsidiary for HCFB over the longer-term.

At the same time Fitch continues to view HCFB's propensity to
support HCK as high given the importance of the subsidiary to
date (the latter remained profitable in 2014 while the parent
reported significant losses), HCK's moderate size (around 10% of
HCFB's assets at end-2014), HCFB's full ownership, common
branding and reputational risk for HCFB and broader group in case
of HCK's default.

HCK's VR of 'b' is constrained by the bank's exposure to a
potentially highly volatile unsecured consumer finance market in
Kazakhstan and a weak funding profile.  The latter is reflected
in its dependence on the parent's facilities (30% of end-2014
liabilities) and high depositor concentrations (the largest two
accounted for 16% of liabilities).  The rating positively
considers HCK's reasonable (given high margins) asset quality so
far, with credit losses at 15% of average performing loans in
2014, slightly up from 13% in 2013.  Net profitability is strong
(ROAA of 7% in 2014, down from 12% in 2013), supporting
capitalization (FCC ratio of 25% at end-2014).

HCK's Long-term IDRs and National rating are currently
underpinned by the bank's standalone strength and will move in
tandem with the bank's VR.  A track record of reasonable
performance supported by a more diversified funding base would be
positive for the standalone profile.  A significant deterioration
of the operating environment in Kazakhstan, or weaker performance
of the loan book diminishing HCK's ability to absorb further
losses would be negative and could lead to downward pressure on
the VR.

KEY RATING DRIVERS - HCFB'S, RSB'S AND OEB'S SUPPORT RATINGS AND
SUPPORT RATING FLOORS

The '5' Support Ratings of HCFB, RSB and OEB reflect Fitch's view
that support from the banks' private shareholders cannot be
relied upon.  The Support Ratings and Support Rating Floors of
'No Floor' also reflect that support from the Russian
authorities, although possible (particularly in the form of
regulatory forbearance) given the banks' increased deposit
franchises, also cannot be relied upon due to the banks' still
small size and lack of overall systemic importance.  Accordingly,
the banks' IDRs are based on their intrinsic financial strength,
as reflected by their VRs.

KEY RATING DRIVERS AND SENSITIVITIES - ALL BANKS' SENIOR
UNSECURED AND SUBORDINATED DEBT

The banks' senior unsecured debt is rated in line with their
Long-term IDRs and National Ratings (for domestic debt issues),
reflecting Fitch's view of average recovery prospects, in case of
default.  The subordinated debt ratings of HCFB and RSB are
notched off their VRs (the banks' VRs are in line with their
IDRs) once, in line with Fitch's criteria for rating these
instruments.

Changes to the banks' Long-term IDRs and National Ratings would
likely impact the ratings of both senior unsecured and
subordinated debt.  Debt ratings could also be downgraded in case
of a further marked increase in the proportion of retail deposits
in the banks' liabilities, resulting in greater subordination of
bondholders.  In accordance with Russian legislation, retail
depositors rank above those of other senior unsecured creditors.
The rating actions are:

HCFB:

  Long-term foreign and local currency IDRs: downgraded to 'B+'
   from 'BB-'; Outlooks Negative
  Short-term foreign currency IDR: affirmed at 'B'
  Viability Rating: downgraded to 'b+' from 'bb-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt: downgraded to 'B+' from 'BB-'; Recovery
   Rating 'RR4'
  Subordinated debt (issued by Eurasia Capital SA) Long-term
   rating: downgraded to 'B' from 'B+'; Recovery Rating 'RR5'

RSB:

  Long-term foreign and local currency IDRs: 'B'; placed on
   Rating Watch Negative
  National Long-term Rating: 'BBB-(rus)'; placed on Rating Watch
   Negative
  Short-term foreign currency IDR: 'B'; placed on Rating Watch
   Negative
  Viability Rating: 'b'; placed on Rating Watch Negative
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt (including that issued by Russian
   Standard Finance SA) 'B', Recovery Rating 'RR4'; placed on
   Rating Watch Negative
  Subordinated debt (issued by Russian Standard Finance SA) Long-
   term rating: 'B-', Recovery Rating 'RR5'; placed on Rating
   Watch Negative

OEB:

  Long-term foreign and local currency IDRs: 'B'; placed on
   Rating Watch Negative
  National Long-term Rating: 'BBB(rus)'; placed on Rating Watch
   Negative
  Short-term foreign currency IDR: 'B'; placed on Rating Watch
   Negative
  Viability Rating: 'b'; placed on Rating Watch Negative
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt Long-term rating: 'B', Recovery Rating
   'RR4'; placed on Rating Watch Negative
  Senior unsecured debt National Long-term Rating: 'BBB(rus)';
   placed on Rating Watch Negative

HCK:

  Long-term foreign and local currency IDRs: downgraded to 'B'
   from 'B+'; Outlooks Stable
  Short-term foreign currency IDR: affirmed at 'B'
  National Long-Term Rating: downgraded to 'BB+ (kaz)' from 'BBB
   (kaz)'; Outlook Stable
  Viability Rating: affirmed at 'b'
  Support Rating: affirmed at '4'
  Senior unsecured debt Long-term rating: downgraded to 'B' from
   'B+', Recovery Rating 'RR4'
  Senior unsecured debt National Long-term rating: downgraded to
   'BB+ (kaz)' from 'BBB (kaz)'



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


GATEWAY III: Moody's Lifts Rating on Class E Notes to Ba2
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Gateway III -- Euro CLO S.A.:

  -- EUR31.00 million Class C Floating Rate Notes due 2022,
     Upgraded to Aaa (sf); previously on Jul 10, 2014 Upgraded to
     A2 (sf)

  -- EUR23.50 million Class D1 Floating Rate Notes due 2022,
     Upgraded to Baa3 (sf); previously on Jul 10, 2014 Affirmed
     Ba3 (sf)

  -- EUR1.00 million Class D2 Floating Rate Notes due 2022,
     Upgraded to Baa3 (sf); previously on Jul 10, 2014 Affirmed
     Ba3 (sf)

  -- EUR13.50 million (Rated Outstanding Balance EUR 3.53M) Class
     E Floating Rate Notes due 2022, Upgraded to Ba2 (sf);
     previously on Jul 10, 2014 Affirmed B1 (sf)

  -- EUR6.00 million Class X Combination Notes due 2022, Upgraded
     to A1 (sf); previously on Jul 10, 2014 Upgraded to A3 (sf)

Moody's also affirmed the ratings of the following notes:

  -- EUR219.00 million (Rated Outstanding Balance EUR15.91M)
     Class A1 Floating Rate Notes due 2022, Affirmed Aaa (sf);
     previously on Jul 10, 2014 Upgraded to Aaa (sf)

  -- EUR25.00 million (Rated Outstanding Balance EUR1.82M) Class
     A1-D Delayed Draw Floating Floating Rate Notes due 2022,
     Affirmed Aaa (sf); previously on Jul 10, 2014 Upgraded to
     Aaa (sf)

  -- EUR15.00 million (Rated Outstanding Balance EUR1.09M) Class
     A2 Zero Coupon Accreting Notes due 2022, Affirmed Aaa (sf);
     previously on Jul 10, 2014 Upgraded to Aaa (sf)

  -- EUR25.00 million (Rated Outstanding Balance EUR1.82M) Class
     A3 Revolving Floating Notes due 2022, Affirmed Aaa (sf);
     previously on Jul 10, 2014 Upgraded to Aaa (sf)

  -- EUR25.00 million Class B Floating Rate Notes due 2022,
     Affirmed Aaa (sf); previously on Jul 10, 2014 Upgraded to
     Aaa (sf)

  -- US$5.00 million Class U Combination Notes due 2022, Affirmed
     Aaa (sf); previously on Jul 10, 2014 Affirmed Aaa (sf)

Gateway III - Euro CLO S.A., issued in April 2006, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Pramerica Investment Management. The transaction passed its'
reinvestment period in May 2012.

The upgrades of the notes are primarily a result of significant
deleveraging arising from the last payment date in November 2014.
As a result, the class A notes have collectively paid down
EUR58.6 million (21% of initial balance) resulting in increases
in over-collateralization levels. As of the March 2015 trustee
report, the Class B, C, D and E overcollateralization ratios are
reported at 270.84%, 161.29%, 122.22%, and 118.09% respectively
compared with 177.03%, 136.45%, 115.53% and 113.03% in June 2014.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
EUR pool with performing par and principal proceeds balance of
EUR99.7 million, a defaulted par of EUR3.0 million, a weighted
average default probability of 28.75% (consistent with a WARF of
4681 over a weighted average life of 3.17 years), a weighted
average recovery rate upon default of 42.89% for a Aaa liability
target rating, a diversity score of 17 and a weighted average
spread of 3.99%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 79% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the non first-lien loan corporate assets would recover 15%. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics
of the collateral pool into its cash flow model analysis,
subjecting them to stresses as a function of the target rating of
each CLO liability it is analyzing.

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

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

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

Additional uncertainty about performance is due to the following:

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

(2) Around 41% of the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates. As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions", published
     in October 2009.

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

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



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


RUDNICI BOKSITA: Fourth Tender Fails to Attract Bidders
-------------------------------------------------------
SeeNews reports that the fourth tender for the sale of the assets
of Rudnici Boksita for EUR8.55 million (US$9.3 million) has
failed to attract bidders.

According to SeeNews, broadcaster RTCG , citing the company's
court-appointed manager Mladen Markovic, said the deadline for
sending bids expired on April 20 at 1100 local time.

In the last three months, Rudnici Boksita was managed by local
company Neksan, on the basis of a partnership agreement, SeeNews
relays.  Neksan's owner, Miodrag Davidovic said earlier that his
company is not interested in acquiring Rudnica Boksita, SeeNews
notes.

Rudnici Boksita went bankrupt in 2013, SeeNews recounts.  Its
creditors' claims total EUR130 million, SeeNews discloses.

Rudnici Boksita is a Montenegrin bauxite mining firm.  Russia's
CEAC Holdings, a subsidiary of Russian tycoon Oleg Deripaska's
En+ Group, and the state of Montenegro control 31.8% of Rudnici
Boksita each, according to SeeNews.



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


ETAM: Declared Bankrupt, Takeover Negotiations Ongoing
------------------------------------------------------
DutchNews.nl reports that Etam was declared bankrupt on April 21.

The high street chain has 200 shops in the Netherlands and these
will remain open while the company tries to negotiate a takeover,
DutchNews.nl discloses.

According to DutchNews.nl, there are several interested parties,
the company says, and a number of them made an offer on April 21.

Negotiations will continue for the rest of the week, DutchNews.nl
says.

Etam asked for protection from creditors two weeks ago when it
could not pay its debts, DutchNews.nl relays.

The Etam group has been running at a loss for years and has
invested heavily in developing an online presence, DutchNews.nl
notes.  The web shop, distribution centre and head office will
also remain open while negotiations continue, DutchNews.nl
states.

Etam operates the Miss Etam and Promiss labels.


X5 RETAIL: Moody's Raises CFR to B1; Outlook Stable
---------------------------------------------------
Moody's Investors Service upgraded to B1 from B2 the corporate
family rating and to B1-PD from B2-PD the probability of default
rating of X5 Retail Group N.V., Russia's second-largest food
retail company. The outlook on the ratings is stable.

The upgrade of X5's ratings to B1 reflects the company's
strengthened business profile as a result of ongoing efforts to
turnaround the business model and achieve the post-merger
integration of various formats. This was evidenced through
consistently improving operating performance since 4Q 2013 and
throughout 2014. In particular, in 2014 X5's net retail sales
grew by 19%, visibly surpassing 2012-13 results (8% and 9%
respectively), supported by continuously improving like-for-like
sales growth, which turned positive in 4Q 2013 (3.9%) and reached
9.8% in 2014.

X5's solid operating results in 1Q 2015 with accelerating like-
for-like sales growth to 17.1% also demonstrates the company's
resistance to the deterioration of operating environment in
Russia and ongoing geopolitical tensions, including the
introduced ban on a range of imported goods by the Russian
government that impacted the food retail industry. X5 benefits
from additional growth opportunities in Russia's food retail
market, with the evident trend in favor of cheaper formats, such
as X5's proximity stores under the Pyaterochka brand (accounting
for 71% of total company's sales), amid an increasingly
challenging macroeconomic environment which drives up inflation
and reduces real incomes. In addition, efficient low-cost large
players, such as X5, that have strong bargaining power will be
gaining consumers at the expense of more expensive traditional
and smaller players. Although X5 has not yet provided its
guidance for 2015, Moody's expects that X5's net sales will
increase in 2015 by 15-25%. At the same time, Moody's would still
like to see the evidence of the company's ability to sustain its
historical level of profitability.

Moody's assessment of X5's business profile continues to factor
in (1) its large size, leading market position, and wide
geographical coverage across the large Russian food retail
market; (2) strong format diversity, with a focus on the
defensive economy segment and developed distribution network; (3)
the robust longer-term fundamentals of the market; and (4) the
company's low exposure to changes in consumer demand, driven by
fashion or product renewal risks.

Despite stronger operating results, X5 didn't achieve Moody's
triggers for upgrade in 2014, with adjusted debt/EBITDA remaining
at 5.0x. This was driven by the company's prudent decision to
drawdown its long-term facility in December 2014 in order to
reduce liquidity and refinancing risk preserving adequate
interest rates, amid a highly vulnerable economic situation.
Given that the company used most of the proceeds to repay
expensive short- and long term debt, Moody's expects that as of
Q1 2015, the company's adjusted debt/EBITDA should reduce towards
4.5x in line with Moody's initial expectations. Moody's does not
expect significant further deleveraging in 2015 given the
company's accelerated capex program, to take advantage of fresh
growth opportunities in Russia's food retail market and increase
its market share. However, stronger like-for-like sales growth
should allow the incremental EBITDA to effectively compensate for
a step up in capex.

Moody's further acknowledges a solid track record of prudent
financial policy committed to organic growth, which X5 has built
since 2011 following a period of aggressive growth strategy
through debt-funded acquisitions. This, together with enhanced
business profile, highly flexible capex and limited foreign
exchange risk warrant Moody's higher tolerance for slower
deleveraging than was originally expected. X5's strengthened
liquidity profile provides additional financial flexibility.
Stronger cash flow generation should allow the company to
comfortably service its debt obligations through internal
sources, while X5 will only rely on external financing to fund
its extensive capex spending, which however can be easily scaled
down.

X5's ratings remain constrained by the company's fairly weak
interest coverage metrics, (adjusted EBITA/interest at around
1.9x in 2014), which is mainly driven by reliance on X5's
operating leasing business model. However, a substantial share of
rouble-denominated and easy cancellable leasing contracts, X5's
ability to preserve adequate level of interest rates, and a
gradually decreasing key interest rate by the Central Bank of
Russia provide a degree of flexibility. Overall Moody's expect
that in 2015 X5's adjusted EBITA/interest should remain at above
1.5x.

The ratings also factors in the company's exposure to Russia and
its political, economic and legal risks, further exacerbated by
the currently challenging geo-political situation.

The stable outlook on the CFR reflects Moody's view that the
company has exhibited a stable business profile with some modest
deleveraging in recent years, and the rating agency's expectation
that in the next 12-18 months X5's financial metrics will remain
within Moody's guidelines for a B1 rating of adjusted total
debt/EBITDA of below 5.0x and adjusted EBITA/interest of above
1.5x.

Upward rating pressure could result if X5 were to improve its
financial profile, so that (1) adjusted total debt/EBITDA trends
towards 4.0x and adjusted EBITA/interest coverage - towards 2.0x;
and (2) the company maintains an adequate liquidity profile.

Downward pressure could be exerted on the rating if X5's leverage
measured as adjusted debt/EBITDA trends above 5.0x and adjusted
EBITA/interest decreases to below 1.5x, all on a sustained basis.
Any concerns about the company's liquidity, including access to
its bank facilities and covenants compliance, could put negative
pressure on the rating.

The principal methodology used in these ratings was Global Retail
Industry published in June 2011.

Domiciled in the Netherlands, X5 Retail Group N.V. is one of the
leading multi-format Russian retailers, operating a chain of food
retail stores. As of 2014, the company operated 5,483 stores (2.6
mln square meters of net selling space), under the brand names
"Pyaterochka", "Perekrestok", "Karusel", and "Perekrestok
Express" in more than 62 major Russian cities. In 2014, X5
generated around RUB634 billion (US$16.8 billion) of revenues and
RUB76 billion (US$2 billion) of adjusted EBITDA.


UNITED GROUP: S&P Affirms 'B' CCR on New EUR$150MM Tap Issuance
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Netherlands-based telecom and cable
investment holding company United Group B.V. The outlook is
stable. At the same time, S&P affirmed the 'B' rating on
the company's senior secured notes.

The affirmation follows United Group's announcement of its plan
to raise EUR150 million of senior secured notes through a tap
issuance. S&P understands that funds raised will primarily be
used to prepay outstanding borrowings under the revolving credit
facility and certain other indebtedness, for general corporate
purposes, and to pay fees and expenses. Following the acquisition
including the proposed tap issuance, S&P calculates that the
EBITDA multiple, including initial cost synergies, is about 7x --
increasing the group's pro forma adjusted leverage in 2014 to
slightly more than 6x. S&P's debt calculation is adjusted for the
EUR175 million payment-in-kind loan at a top holding company,
operating lease liabilities, and deferred acquisition
consideration.  S&P forecasts, however, that United Group will
deleverage very quickly to about 5.4x in its 2015 base case.

S&P's base case assumes:

-- Organic revenue growth of about 5%-6% in 2015, resulting from
     continued revenue growth units (RGU) growth, but higher
     pricing pressures in Serbia (partly due to foreign exchange
     depreciation), increased competitive pressures in Slovenia,
     and the negative impact of a reduction in mobile termination
     rates in Slovenia;

-- Revenue growth of about 40%, including the consolidation of
     Tusmobil, resulting mainly from continued meaningful revenue
     growth units (RGU) growth in Serbia and Bosnia and
     Herzegovina, growth in revenues from content, and an
     acquisition of a cable asset in Slovenia.

-- Slightly declining margins due to the addition of Tusmobil to
     about 41% (reported) pro forma 2014, increasing to about 42%-
     43% in 2015.

-- A very high capex-to-sales ratio of 24%-26% in 2014-2015 due
     to continued network expansion including Tusmobil's 4G
     network and high degree of customer premises equipment.

-- Continued bolt-on acquisitions of about EUR30 million in 2015
    (excluding Tusmobil).

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

-- Debt to EBITDA of 6.2x in 2014, declining to about 5.4x in
     2015, including the accrual of the payment-in-kind interest
     and full consolidation of Tusmobil;

-- Funds from operations (FFO) to debt of 10%-11%; and

-- FFO cash interest coverage of about 3.5x.

The stable outlook reflects S&P's anticipation that United Group
will continue to deliver solid organic growth over the next two
years and at least break-even free operating cash flow. S&P
anticipates that this will help the group to quickly reduce debt
to EBITDA to comfortably less than 6x over 2015, with headroom
for potential foreign exchange volatility and small bolt-on
acquisitions.

S&P may lower the rating if the company meaningfully
underperforms compared with its current growth assumptions, or is
exposed to meaningfully higher integration costs following the
acquisition of Tusmobil, resulting in significant cash burn and
adjusted leverage at more than 6x in 2015. S&P could also lower
the rating if EBITDA cash interest coverage were to fall below
2x.

S&P said, "Additionally, if we see a material increase in the
level of priority ranking liabilities, it could have a negative
impact on the company's issue rating.

"We are unlikely to raise the rating over the next two years,
given our view of the company's limited size, country-related
risks, and our view that the capital structure will likely remain
highly leveraged due to the group's aggressive financial policy.
Additionally, the rating will likely remain constrained by the
company's limited free cash flow generation due to its ambitious
growth appetite, which we anticipate will result in continued
high capex and bolt-on acquisitions."



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


KARELIA REPUBLIC: Fitch Lowers IDR to 'B+'; Outlook Stable
----------------------------------------------------------
Fitch Ratings has downgraded the Republic of Karelia's Long-term
foreign and local currency Issuer Default Ratings (IDRs) to 'B+'
from 'BB-' and its National Long-term rating to 'A(rus)' from
'A+(rus)'.

The agency also affirmed the republic's Short-term foreign
currency IDR at 'B'.  The Outlook on the Long-term IDRs and
National Long-term rating is Stable.  Karelia's outstanding
senior unsecured domestic bonds have also been downgraded to 'B+'
from 'BB-' and to 'A(rus)' from 'A+(rus)'.

KEY RATING DRIVERS

he downgrade reflects the following rating drivers and their
relative weights:

HIGH

Fitch changed its baseline scenario regarding Karelia's credit
profile after direct risk rose to 76% of current revenue at end-
2014 from 60% in 2013, against our previous expectations of 65%-
70%.  The steep increase in debt was driven by a structural
fiscal deficit in 2013-2014.  Weak fiscal performance has led to
a consistently negative current balance that is insufficient for
debt service and debt metrics that are no longer commensurate
with a 'BB-' rating.

The Stable Outlook is supported by our expectation that Karelia's
market debt (bank loans and bonds) is unlikely to increase
significantly in 2015-2016, remaining at about 45%-50% of current
revenue (2014: 42%).  In nominal terms, however, the republic's
direct debt may increase up to RUB14bn in 2016 from RUB10.5bn in
2014.  Further, the republic expects to receive budget loans from
the federal government with subsidized rates and extended
maturities to replace its market debt maturing in 2015 and to
fund its budget deficit.

Fitch expects Karelia's deficit before debt variation to reach
13% of total revenue in 2015 before gradually declining to less
than 10% in 2016-2017.  The republic's budget is marked by rigid
expenditure with current transfers exceeding 80% of opex in 2013-
2014.  The region's ability to reduce capex is also limited,
which was down at 10% of total revenue in 2014 (2013: 12%).

Fitch does not expect the republic to restore its operating
surplus until 2016, estimated at about 1%.  The rebound in
operating performance is expected to be driven by taxation
recovery and opex restraint.  Karelia's fiscal performance was
hit in 2013 by the introduction of consolidated groups of
taxpayers for large corporations.  That led to a 15% yoy decline
in taxes in 2013 and only 5% annual growth of taxation in 2014.

MEDIUM

The republic estimates its economy to have grown 1.5% yoy after
contracting 1% a year earlier.  Karelia's industrial economy
supports healthy wealth indicators; GDP per capita 5% exceeded
the nation's median in 2013, while average salary in 2014 was in
line with the Russian median.  The republic's government expects
the local economy to grow 1%-2% yoy in 2015-2017.

Karelia's ratings also reflect the following key rating drivers:

Russia's institutional framework for subnationals is a
constraining factor on the republic's ratings.  Frequent changes
in allocation of revenue sources and assignment of expenditure
responsibilities between the tiers of government limit the
republic's forecasting ability and negatively affect its fiscal
capacity and financial flexibility.  Fitch notes that the
region's dependence on financial support from the federal
government is likely to increase in 2015-2017.

RATING SENSITIVITIES

The republic's inability to sustainably curb growth of direct
risk above 80%-85% of current revenue, and a negative operating
balance for two years in a row, would lead to a negative rating
action.

A positive rating action could result from stabilised fiscal
performance with operating surpluses leading to sufficient
coverage of interest costs.


KOMI REPUBLIC: Fitch Lowers IDR to 'BB'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has downgraded Russian Republic of Komi's Long-term
foreign and local currency Issuer Default Ratings (IDRs) to 'BB'
from 'BB+' and National Long-term rating to 'AA-(rus)' from
'AA(rus)'.  The Outlooks are Stable.  The region's Short-term
foreign currency IDR has been affirmed at 'B'.

Fitch has also downgraded the region's RUB11.86 billion senior
unsecured domestic bonds' Long-term local currency rating to 'BB'
from 'BB+' and National Long-term rating to 'AA-(rus)' from
'AA(rus)'.

KEY RATING DRIVERS

The downgrade reflects these rating drivers and their relative
weights:

HIGH

Fitch expects Komi's overall deficit to remain high, at about 10%
of total revenue in 2015-2017, which will lead to growth in debt
to about 60% of current revenue by end-2015 and about 70% of
current revenue by 2016-2017.  Komi's direct risk increased to
53% of current revenue or RUB28 billion at end-2014, from 37% or
RUB17.5bn a year earlier.  The overall deficit remained high at
19% of total revenue in 2014 (2013: 24%).

Komi faces a refinancing peak in 2015 when RUB10.9bn matures.
This represents about 40% of total direct risk at Jan. 1, 2015.
Another RUB9.6bn or 34% of debt matures in 2016.  The region also
needs to borrow funds to finance the expected 2015 deficit of
about RUB7bn.

Fitch does not expect Komi to face difficulties in accessing debt
markets or rolling over its existing loans with Sberbank of
Russia (BBB-/Negative/F3).  Moreover, the federal government has
committed to providing RUB5.4bn low-cost budget loans to help the
region refinance half of its maturing market debt in 2015.
However, high market interest rates will put further pressure on
and weaken already low debt servicing and coverage ratios.

MEDIUM

Fitch expects budgetary performance with low operating surpluses
leading to weak debt servicing and coverage ratios in 2015-2017.
The region's budgetary performance remained weak in 2014 with a
negative operating balance of 3% of operating revenue (2013:
negative 7%), which is not commensurate with a 'BB+' rating.

The republic's budget faces high pressure on expenditure
following the federal government's election pledges, including
the decision to align public sector salaries with Komi's fairly
high average salary.  The federal government has provided a low
amount of transfers, accounting for 12% of operating revenue in
2014, while Komi's tax revenue proportion of operating revenue
increased to 86% in 2014 compared with an average of 77% in 2010-
2012.

Komi's ratings also reflect the following key rating drivers:

Komi has a strong economy with wealth indicators significantly
above the national median.  Gross regional product per capita in
2013 exceeded the national median by more than 2x while the
average salary in the region in December 2014 exceeded the
national median by 55%.

The strong economy is weighted towards the natural resources
sector, leading to high tax concentration.  The top two taxpayers
   -- OAO LukOil (BBB-/Negative/F3) and OAO Gazprom
      (BBB-/Negative/F3) - together contributed 25% of total tax
       revenue in 2013.  A harsh climate and the republic's
      remote location from major markets hinder investments in
      industries outside natural resources.

Fitch forecasts 4.5% contraction of national GDP in 2015, as the
country suffers from weak oil prices and international trade and
financial sanctions.  However, the major companies operating in
the region are export-oriented and will benefit from the more
than 40% depreciation of rouble.  This will lead to better
economic results in Komi compared with the national average.

RATING SENSITIVITIES

Growth in direct risk to above 70% of current revenue, coupled
with negative operating balances on a sustained basis and a
reduced capacity to obtain affordable funding for its debt
refinancing needs, will lead to a downgrade.

Positive rating action is unlikely under Fitch's base case
scenario.  However, restoration of consistently strong budgetary
performance and stabilization of debt levels would be positive
for the ratings.


MIRATORG LLC: Fitch Raises IDR to 'B+'; Outlook Stable
------------------------------------------------------
Fitch Ratings has upgraded Russia-based Agribusiness Holding
Miratorg LLC's (Miratorg) Long-term foreign and local currency
Issuer Default Ratings (IDR) to 'B+' from 'B'.  The Outlook is
Stable.

The rating upgrade reflects Miratorg's solid financial
performance in 2014 and our expectations that its consequently
improved credit metrics will remain commensurate with a 'B+'
rating over the medium term.  This is premised on our expectation
that in conjunction with a healthy EBITDA level, capex
requirements from the company's pork and poultry (unconsolidated)
businesses will decline from 2016 and management will remain
committed to a conservative capital structure.  The ratings also
factor in maintained state support to the sector, especially in
the form of interest rate subsidies, and successful refinancing
of short-term debt maturities as demonstrated in 2014.

KEY RATING DRIVERS

Vertically Integrated Business Model

Miratorg's business covers nearly the entire meat production
process -- from crop growing and fodder production to livestock
breeding, slaughtering and product delivery.  This enables the
company to maintain higher-than-peer operating profit margins and
to smooth out volatility.  It also enables the company to defend
its position as the leading pork producer in Russia.

Lower 2015 EBITDA Margin

Fitch expects Miratorg's consolidated EBITDA margin in 2015 to
return to a level close to 2013's 24.6% from an exceptionally
high 33.5% of 2014, which was supported by the combination of
one-off benefits on costs and sale prices.  Consequently, while
sales will grow, EBITDA could decline in mid-single digit
percentage terms in 2015.

In 2015 the company is likely to face increased costs of fodder
and see more stable meat selling prices.  In addition, EBITDA
margin in 2015-2018 will be diluted by growing sales at the
lower-margin distribution unit, spurred by increasing volumes of
poultry and beef produced by Miratorg's related parties.
Nevertheless, Miratorg's EBITDA margin should remain at around
20%, which is higher than that of non-vertically integrated
international peers. Fitch expects EBITDA margin to increase
further, should Miratorg consolidate its off-balance sheet
poultry business.

Diminishing Risks from Related-Party Projects

In 2014, poultry and beef projects, which are still outside of
Miratorg's consolidation scope, became operational.  New net
loans from Miratorg to related party entities that own and
develop these projects fell to RUB2.3 billion in 2014 from
RUB14.5 billion in 2013.  Miratorg supports the poultry project
with suretyships on its debt (RUB18 billion).  Since Fitch's
forecast assumes the ability of the poultry business to repay its
debt with internally generated cash flows over 2015-2018, Fitch
do not include such suretyships within Miratorg's total debt
burden (RUB68.9 billion as at end-2014).

Potential Poultry Business Consolidation

Based on the group's track record of developing certain
businesses through related parties -- and later bringing them on
balance sheet, Fitch believes that Miratorg could do the same
with the poultry business in 2015 or 2016.  This would result in
improved transparency of the group.  Fitch's rating assumes that
such consolidation will not entail large cash outflows.  Fitch
also assumes that the consolidation of the significant additional
cash flows from those assets would offset the consolidation of
approximately RUB18bn project debt, leaving a largely neutral
impact on leverage.

Related Party Beef Projects

Conversely, Fitch expects the beef business, whose debt Miratorg
does not guarantee and which is currently in its expansion phase,
to remain outside of the consolidation scope over 2015-2018.
Fitch do not rule out further cash support from Miratorg through
related-party loans but, in our view these should not put
material pressure on Miratorg's credit metrics as external long-
term financing (without recourse to Miratorg) has been obtained
to fund expansion capex.

Positive Free Cash Flow

After some expected deterioration in 2015, due to lower EBITDA
and higher capex, Fitch forecasts FCF margin to return to mid-
single digits from 2016 (2014: 6.8%) when capex needs should
decrease.  Fitch understands from management that there are no
further large expansion plans for the pork and poultry business
over the medium term.

Metrics Consistent with Upgrade

Due to an exceptional EBITDA performance in 2014, FFO adjusted
leverage declined to 2.9x from 5.7x in 2013.  Fitch expects this
metric to remain around 3.5x over 2015-2018, which is
commensurate with a 'B+' rating.  Fitch's calculation excludes
the guaranteed debt of the related parties, which would have
increased leverage by 1.0x.

State Support to Industry

Being an agricultural producer, Miratorg enjoys a favorable tax
regime and receives interest rate subsidies covering around half
of its interest payments.  This helps the FFO margin and coverage
metrics, leading to improved financial flexibility.  Historically
the difference between subsidy-adjusted and unadjusted FFO fixed
charge coverage was around 1.0x-2.0x.

Fitch expects state support to agricultural producers to be
maintained, despite deteriorated public finances, as achieving
self-sufficiency in food remains one of key objectives of the
Russian government.  A material reduction in state support could
put pressure on Miratorg's cash flows and credit metrics.

RATING SENSITIVITIES

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

   -- Gross FFO adjusted leverage consistently above 4.0x (both
      including and excluding poultry)

   -- FFO fixed charge cover sustainably below 2.0x and/or FFO
      fixed charge cover adjusted for government interest rate
      subsidies below 2.5x

   -- Any material deterioration in FCF generation driven, for
      example, by lower EBITDA margin, and larger-than-expected
      loans to related parties

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

Positive: An upgrade is unlikely in the coming two years, unless
there is an improvement in corporate governance, including better
group structure transparency and diminishing cash support to
related parties, and subject to:

   -- Gross FFO adjusted leverage sustainably around 3.0x (both
      including and excluding poultry)

   -- FFO fixed charge cover sustainably above 3.0x and/or FFO
      fixed charge cover adjusted for government interest rate
      subsidies above 3.5x

   -- FCF margin close to mid-single digits, coupled with the
      management's commitment to a conservative capital structure

   -- Adequate liquidity

LIQUIDITY AND DEBT STRUCTURE

At end-2014 Miratorg's cash, undrawn committed lines and expected
FCF were insufficient to cover RUB31.9 billion short-term debt.
However, the major part of this debt was represented by maturing
working capital facilities, which are usually of one-year tenor.
Fitch expects Miratorg to extend these facilities upon maturity
due to its strong and long-standing relationships with its major
lenders - state-owned Russian banks, albeit at higher cost.

KEY ASSUMPTIONS

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

   -- Strong double-digit revenue growth in 2015, driven by
      growing sales volumes of distributed beef and poultry and
      of own produced pork, and mid-single-digit growth
      thereafter

   -- EBITDA margin lower in 2015 and broadly stable thereafter

   -- Capital intensity close to historical levels in 2015 and
      not exceeding 4.5% over 2016-2018

   -- Maintaining interest rate subsidy coverage of at least 35%-
      40% of interest payments

   -- No dividends

   -- Adequate liquidity and refinancing of 2015 short-term
      maturities at reasonable terms

FULL LIST OF RATING ACTIONS

Agri Business Holding Miratorg LLC

  Long-term foreign and local currency IDRs: upgraded to 'B+'
   from 'B'; Outlook Stable
  National Long-term rating upgraded to 'A-(rus)' from
   'BBB+(rus)'; Outlook Stable

Miratorg Finance LLC

  Foreign currency senior unsecured rating: upgraded to 'B+'/RR4'
   from 'B'/'RR4'
  National Long-term senior unsecured rating: upgraded to 'A-
   (rus)' from 'BBB+(rus)'


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

KEY RATING DRIVERS

The ratings reflect the region's strong operating performance,
moderate, albeit increasing, direct risk and above-average
economic growth amid the current negative national economic
trend. The ratings also factor in high refinancing needs and the
modest size of the economy, resulting in reliance on transfers
from the federal budget.

Fitch expects Tambov to maintain a sound budgetary performance in
2015-2017.  The operating balance will consolidate at 10% of
operating revenue, which is in line with 2014 actuals.  The
stable performance will be supported by the steady flow of
transfers from the federal budget and further expansion of the
region's tax base, mostly in the agricultural sector and
processing industry. Historically, the federal government has
provided Tambov with a high level of current transfers (2012-
2014: close to 50% of operating revenue) to compensate for the
region's low tax capacity.

Fitch expects Tambov's capex to decline slightly in the medium
term but remain sound at above 20% of total expenditure (2013-
2014: 30%).  The region's capex will be supported by the federal
government's continuing transfers, which are earmarked for the
agricultural sector in order to support development of domestic
food production amid the lasting embargo on the import of food
products.

Fitch expects the region's direct risk to increase, but remain
moderate in the medium term at below 40% of current revenue
(2014: 32%).  At March 2015, Tambov's direct risk was composed of
RUB6.8 billion of one to three-year bank loans and RUB5.1 billion
of budget loans maturing in 2015-2032.

Tambov has high refinancing needs.  The region faces RUB5.7
billion of maturing debt in 2015, equivalent to 48% of direct
risk as of 1 March 2015.  Refinancing pressure is increased by
higher interest rates and a lack of long-term financing on the
domestic capital market.  The region plans to refinance RUB1.5
billion of maturing bank loans with subsidized budget loans,
while the residual debt will be refinanced by a contracted
RUB4.6bn three-year bank credit line.  The refinancing risk is
also mitigated by Tambov's sound cash position, of RUB3.7 billion
at March 2015, which covers about 65% of the region's debt due in
2015.

Tambov's wealth indicators remain below the national median.
Positively, the region's economy grew at a faster rate than the
national economy during 2011-2014, with cumulative growth of
about 40% versus national growth of 10%.  Growth was driven by
high investment in the region's economy, which comprised about
40% of its GRP in 2012-2014.  Fitch forecasts 4.5% contraction of
national GDP in 2015, and believes the region will also face a
slowdown of economic activity albeit less than nationally.

RATING SENSITIVITIES

An upgrade is unlikely given the pressure on the sovereign's IDRs
(BBB-/Negative).  However, direct risk declining towards 20% of
current revenue, coupled with a strong operating balance at above
15% of operating revenue on a sustainable basis, could trigger
positive rating action.

A continuously wide budget deficit leading to growth of direct
risk above 50% of current revenue, accompanied by high
refinancing pressure, would lead to negative rating action.


YAROSLAVL REGION: Fitch Revises Outlook to Neg. & Affirms BB IDR
----------------------------------------------------------------
Fitch Ratings has revised Russian Yaroslavl Region's Outlook to
Negative from Stable and affirmed its Long-term foreign and local
currency Issuer Default Ratings (IDRs) at 'BB', National Long-
term rating at 'AA-(rus)' and Short-term foreign currency IDR at
'B'.

Yaroslavl Region's outstanding senior unsecured domestic bonds
have been affirmed at 'BB' and 'AA-(rus)'.

KEY RATING DRIVERS

The revision of the Outlook to Negative reflects the region's
continuously large budget deficit before debt and its inability
to restore positive current balance in the medium-term.

The Outlook revision reflects the following rating drivers and
their relative weights:

HIGH

Fitch expects the current balance will not return to positive
territory in 2015-2017, despite possible improvement of the
operating balance to 3%-4% of operating revenue in the medium-
term (2014: 0.6%).  Increased interest rates on the national
capital market will continue to put pressure on the region's
funding costs, which rose 1.4x in 2014.  This led to further
deterioration of the current balance to a negative 3.3% of
current revenue in 2014, from a negative 1.7% in 2013.

The budget deficit before debt variation remained high at 12.5%
of total revenue in 2014.  In Fitch's view the region will be
able to narrow the budget deficit before debt to 8% of total
revenue in 2015 and further to 6%-7% in 2016-2017.  This will be
supported by moderate revenue growth, strict control over
operating expenditure and cutbacks in capital expenditure.  The
region aims to complete on-going projects with no plans for new
ones.  As a result Fitch expects the region's capex as a
proportion of total spending will average 9% annually in 2015-
2017, down from 15% in 2012-2014.

MEDIUM

Fitch expects the region's direct risk will continue to increase
gradually to reach close to 70% of current revenue by end-2017.
In 2014 direct risk stood at RUB28.6bn, which corresponded to 56%
of current revenue (2013: 47.2%).

The region remains under refinancing pressure over the medium-
term.  Most of the repayments are concentrated in 2015-2017, when
the region has to refinance 85% of total direct risk.  As of
April 1, 2015, the region had to repay RUB9.1bn of debt until the
end of the year (31% of total direct risk), of which RUB7.5bn are
short-term bank loans.

Positively, part of the debt will be refinanced by RUB5.1bn of
subsidized federal budget loans, which the region will receive in
2Q15.  The budget loans have a three-year maturity and 0.1%
interest rate, which will help the region to save on interest
payments over the medium-term.  Another mitigating factor is the
availability of short-term subsidised loans from the federal
treasury for intra-year liquidity replenishment, which the region
actively uses.

The remaining part of the debt due in 2015 and the budget deficit
will likely be covered by new bank loans.  The region plans to
undertake the loans in 2H15 on the expectation that market
interest rates will be lower.  Yaroslavl can also place the
remaining RUB2bn of its 2014 bond that was not fully issued last
year.

The region's ratings also reflect the following key rating
drivers:

Yaroslavl possesses a well-developed industrialized economy with
wealth metrics that are in line with the national median.  The
economy mostly relies on various sectors of the processing
industry, which provides a diversified tax base.  In 2014 the
regional economy grew 1.3% yoy, outpacing weak national growth of
0.6%.  The administration forecasts Yaroslavl's economy will grow
by a moderate 1%-2% per year in 2015-2017.

RATING SENSITIVITIES

Inability to restore the current balance to positive territory or
an increase in direct risk to above 80% of current revenue in the
medium-term, driven by short-term debt, could lead to a
downgrade.



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


GRUPO ANTOLIN: Moody's Puts Ba3 CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed on review for downgrade the Ba3
corporate family rating and the Ba3-PD probability of default
rating of Grupo Antolin-Irausa (Grupo Antolin), S.A. and the Ba3
ratings assigned to the senior secured notes issued by Grupo
Antolin Dutch B.V.

The rating action follows Grupo Antolin's announcement on 16
April 2015 that it has entered into an agreement to purchase
substantially all of the interiors operations of Magna
International Inc. (Magna, rated Baa1 stable) at a price of
US$525 million on a cash and debt free basis. With total sales of
US$2,433 million in 2014, the acquired business will contribute
to double Grupo Antolin's sales of EUR2,225 million in the same
period.

With activities in the areas of door panels, cockpits, instrument
panels/floor consoles, carpets and acoustics, garnish/hard trim,
package trays/load floors and overhead systems the acquisition is
complementary to Grupo Antolin's product offering of car interior
products.

Moody's believes that the deal follows a solid strategic
rationale as it diversifies the company's product and customer
base and provides it with scope in a consolidating industry and
also taking into account Grupo Antolin's solid operating
performance over the past quarters. However, this needs to be
balanced against an expected clear weakening of the balance sheet
due to the full debt financing, challenges that come with
integrating such a significant target and the margin dilutive
effect considering weaker operating profitability of Magna's
Interior operations compared to those of Grupo Antolin.

According to the announcement Grupo Antolin has secured a six-
year bridge facility which alleviates potential concerns with
respect to the planned full-debt financing of this move.

The review will focus on:

  (1) Performance of Grupo Antolin versus Moody's expectations
      and outlook for the business on a standalone basis.

  (2) Historic cash flow generation, performance and market share
      development of the acquired businesses and the visibility
      with regard to future development.

  (3) Grupo Antolin's business plan for the combined entity,
      including integration cost and expected synergies.

  (4) Foreign exchange impact.

  (5) Impact of the transaction on Grupo Antolin's liquidity
      position and cash balance.

  (6) The Group's financial policy going forward.

  (7) Receipt of necessary regulatory approvals.

The rating could be downgraded if the review leads to the
conclusion that Grupo Antolin might be unable to achieve an EBITA
Margin well above 5%, interest cover well above 2.0x EBITA /
Interest expense, positive free cash flow or if its leverage
exceeds 4.0x Debt/EBITDA, within the first full year after
closing of the transaction (all figures in this paragraph are as
adjusted by Moody's).

Based on the information available any downgrade is likely to be
limited to one notch, but a more adverse outcome is possible
depending on insight gained during the review process.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Burgos/Spain, Grupo Antolin-Irausa, S.A. is a
family owned tier 1 supplier to the auto motive industry. The
company, which ranks 59 in the world ranking of the largest
automotive suppliers, employs more than 13,500 people and
operates more than 120 production manufacturing plants and just-
in-time facilities in 24 countries. It focuses its activities on
the design, development, manufacturing and supply of components
for vehicle interiors, which includes overheads (headliners),
door trims, seating and interior lighting components.


TDA 26-MIXTO 1: Fitch Affirms 'CCCsf' Rating on Class D Notes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Caixa Penedes 1 TDA,
FDA (Caixa Penedes); Caja Ingenieros TDA 1, FTA (Ingenieros 1);
Caja Ingenieros 2 Ayt, FTA (Ingenieros 2); TDA 26-Mixto, FTA -
Series 1 (TDA 26 Series 1) and TDA 26-Mixto, FTA - Series 2 (TDA
26 Series 2).

KEY RATING DRIVERS

Sufficient Credit Enhancement (CE):
Credit protection is deemed to be sufficient to support current
rating levels across all deals.

Diverging Asset performance:

The asset performance is better than the Spanish Prime RMBS
Index, both in terms of arrears and defaults.  Late stage
arrears, defined as loans in arrear for three months or more,
range from 0.2% of the current pool balance (TDA 26 Series 2) to
0.8% (Caixa Penedes), while the Index registers 1.3%.  The
performance of Ingenieros 1 and Ingenieros 2 remained stable over
the last 12 months; instead, Caixa Penedes and TDA 26 Series 1
had a portion of late arrears rolling to default.  Cumulative
gross defaults span from 0.2% of the original pool balance
(Ingenieros 2) to 2.8% (TDA 26 Series 1), while the Index is at
4.8%.  In Fitch's view, the positive performance of these deals
is justified by a conservative lending policy and a solid
borrowers' affordability.

Fitch recognizes that the good performance of TDA 26 Series 2 is
supported by the refinancing opportunity given to borrowers: over
the last two years, a significant portion of the original balance
was classified as delinquent and subsequently redeemed.  Fitch
cannot rule out the possibility that such circumstances will stop
in the future, which is the reason for the Negative Outlook.

Reserve Below Target in TDA 26 Series 1:

Only TDA 26 Series 1 features a reserve below target (currently
28.7%), which is the main reason the Outlook remains Negative on
class C and of the recovery estimate equal to 0% for class D
notes.  The reserve in TDA 26 Series 2 has now reached its floor
level, hence neither the reserve, nor class C notes will amortize
until maturity.

Counterparty Exposure in TDA 26 Series 1 and Series 2:

Even if the swap documents enable deferral of the swap payments,
Fitch considers that the reserve fund is not sufficient to
sustain ratings above the 'Asf' category for TDA 26 Series 1 and
Series 2, given the absence of other liquidity means to cover for
payment interruption.

Caixa Penedes, Ingenieros 1 and Ingenieros 2 are sufficiently
protected from payment interruption risk.

RATING SENSITIVITIES

A change in Spain's Issuer Default Rating (IDR) and Country
Ceiling may result in a revision of the highest achievable
rating.

Deterioration in asset performance may result from economic
factors.  A corresponding increase in new defaults and associated
pressure on excess spread levels and reserve funds could result
in a negative rating action.  Furthermore, an abrupt shift of the
underlying interest rates might jeopardize the underlying
borrowers' affordability.

Fitch has taken these rating actions:

Caixa Penedes 1TDA, FTA
   -- Class A (ISIN ES0313252001) affirmed at 'AA+sf' ; Outlook
      Stable;
   -- Class B (ISIN ES0313252019) affirmed at 'A+sf'; Outlook
      Stable;
   -- Class C (ISIN ES0313252027) affirmed at 'BBsf'; Outlook
      Stable.

Caja Ingenieros TDA 1, FTA
   -- Class A2 (ISIN ES0364376014) affirmed at 'AA+sf' ; Outlook
      Stable;
   -- Class B (ISIN ES0364376022) upgraded to 'AAsf' form
      'AA-sf';
      Outlook revised to Stable from Positive;
   -- Class C (ISIN ES0364376030) affirmed at 'Asf'; Outlook
      Stable.

Caja Ingenieros 2 AyT, FTA
   -- Class A (ISIN ES0312092002) affirmed at 'AA+sf'; Outlook
      Stable.

TDA 26-Mixto, FTA - Series 1
   -- Class A2 (ISIN ES0377953015) affirmed at 'Asf'; Outlook
      Stable;
   -- Class B (ISIN ES0377953023) affirmed at 'BBBsf'; Outlook
      revised to Stable from Negative;
   -- Class C (ISIN ES0377953031) affirmed at 'BB+sf'; Outlook
      Negative;
   -- Class D (ISIN ES0377953049) affirmed at 'CCCsf'; RE 0%.

TDA 26-Mixto, FTA - Series 2
   -- Class A (ISIN ES0377953056) affirmed at 'Asf'; Outlook
      Negative;
   -- Class B (ISIN ES0377953064) affirmed 'BBsf'; Outlook
      Negative;
   -- Class C (ISIN ES0377953072) affirmed at 'CCCsf'; RE revised
      to 35% from 20%.



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


PRIVATBANK: S&P Cuts LT Counterparty Credit Rating to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Ukraine-based PrivatBank to 'CCC-'
from 'CCC'. The outlook is negative.

The 'C' short-term counterparty credit rating was affirmed.

The downgrade follows the lowering of S&P's long-term sovereign
credit rating on Ukraine to 'CC' on April 10, 2015. In S&P's
view, the sovereign downgrade indicates that Ukraine's default on
its foreign currency central government debt is a virtual
certainty. The consequences of a sovereign default are
unpredictable, but S&P considers that they could be severe for
the financial profile of any commercial bank in Ukraine, even a
strong one like PrivatBank in the local context.

The sovereign rating action followed the Ukrainian government's
announcement of its intention to restructure its foreign currency
commercial debt (Eurobonds). The government intends to commence
debt-restructuring talks with external commercial creditors soon,
and conclude them by the end of May. The government's objective
is to cover US$15.3 billion in external financing needs as part
of a revised US$40 billion financing plan approved by the
nternational Monetary Fund (IMF). Under its criteria, S&P would
expect to classify an exchange offer or similar restructuring of
Ukraine's foreign currency debt as tantamount to a default.

S&P said, "We see increasing uncertainty that PrivatBank would be
able and willing to repay its $200 million Eurobond in full and
on time when it matures in September 2015, especially if the
sovereign were to default on some of its obligations beforehand.
It is possible that PrivatBank would decide not to repay its
Eurobond, after consulting with the National Bank of Ukraine and
the IMF, to preserve its foreign currency for meeting any
possible withdrawals of foreign currency deposits.

"In our view, PrivatBank's business position has deteriorated to
adequate from strong. We forecast that the bank's profitability
would decline significantly in 2015 and 2016, falling below that
of international peers, due to the creation of a large amount of
additional provisions. As a result, we have revised our
assessment of PrivatBank's stand-alone credit profile (SACP) to
'ccc+' from 'b-'.

"We believe that PrivatBank can withstand a foreign currency
sovereign default, based on the results of our liquidity and
capital stress tests, but that its financial profile would weaken
substantially in such a case. The details of the assumptions we
use to assess the impact of a sovereign default, including
an increase in nonperforming loans (NPLs; loans more than 90 days
overdue), a currency devaluation, rise in inflation, deposit
outflows, and a haircut in public-sector debt are in our criteria
article "Ratings Above The Sovereign -- Corporate And Government
Ratings: Methodology And Assumptions," published Nov. 19, 2013.

"In our view, PrivatBank would pass a sovereign foreign currency
default stress test. As a result, we believe that the bank would
retain positive equity in such a scenario and that its liquidity
would be sufficient, either because of some type of deposit
freeze, or continuous provision of refinancing loans from the
National Bank of Ukraine in local currency. We understand that
the banking regulator has introduced a three-year grace period
for banks' noncompliance with minimum capital requirements, as
long as the banks comply with other prudential norms and create
adequate provisions. We understand that PrivatBank's capital
adequacy ratio under local accounting standards is approaching
the minimum requirement of 10%."

In S&P's view, PrivatBank's ability to withstand the sovereign
foreign currency stress test is supported by:

  -- The central bank's continued provision of local currency
     liquidity to the banking system, including PrivatBank; as
     well as Privatbank's status as one of few systemically
     important banks in Ukraine;

  -- Its very low exposure to Ukraine sovereign debt and state-
     related enterprises;

  -- Better reported asset-quality metrics than the system
     average, with NPLs that S&P estimates at about 8% of total
     loans on Dec. 31, 2014, which is significantly below S&P's
     estimate of over 15% for the system;

  -- High coverage of NPLs by provisions of over 100%, which helps
     absorb expected losses; and

  -- A planned Ukrainian hryvnia 5 billion (about US$238 million)
     shareholder capital injection in 2015 that will help
     PrivatBank maintain its solvency despite an economic
     downturn.

The negative outlook on PrivatBank mirrors that on Ukraine, based
on S&P's view that sovereign risks in Ukraine strongly influence
PrivatBank's creditworthiness.

If PrivatBank defaults on its Eurobond due in September 2015, or
announced that it would not pay this bond in time and in full,
S&P would lower the ratings to 'SD' (selective default).

If PrivatBank's liquidity weakens below the level that, in S&P's
view, would allow it to withstand a sovereign default, or if it
does not receive the expected capital injection and liquidity
support from the central bank, S&P might consider that the bank
would not pass a sovereign stress test and lower the ratings.

Any positive action would be contingent on the easing of economic
and industry risks in Ukraine.


UKRAINE: Balks at Restructuring Terms in Creditors' Proposal
------------------------------------------------------------
UkrainianJournal.com reports that Ukraine does not agree on
certain of foreign debt restructuring principles proposed by the
committee of creditors, holding in aggregate approximately US$10
billion of instruments within the perimeter of Ukraine's debt
operation.

"The advisors to this committee have forwarded to the Ukrainian
side a paper describing certain restructuring principles.
Ukraine does not agree on certain of these principles,"
UkrainianJournal.com quotes a Finance Ministry presentation for
the creditors as saying.



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


* UK: Corporate Insolvencies Down 21% Year-on-Year to 188
----------------------------------------------------------
Fewer Scottish businesses have gone bust since the start of the
year, BBC News reports, citing new figures from professional
services firm KPMG.

The number of corporate insolvencies fell year-on-year by 21%, to
stand at 188, in the first three months of 2015, BBC discloses.

The figure was 10% lower than the previous quarter, BBC notes.

According to BBC, the number of administrations, which typically
affect larger organizations, remained virtually the same as a
year ago, with 20 cases.

A quarter-on-quarter comparison showed a similar increase, with
two more businesses going into administration in 2015 than the
last three months in 2014, BBC relates.

Liquidations, which tend to affect smaller businesses, were down
by 24% on a year ago, at 168, BBC states.

KPMG, as cited by BBC, said the figures suggested the small and
medium-sized enterprise (SME) sector was in a healthier economic
position as it entered the second quarter of 2015.


* UK: Health of English League Clubs Improves Significantly
-----------------------------------------------------------
Begbies Traynor's Gerald Krasner disclosed that in just the
second season in which football clubs' accounts have come under
the scrutiny of the Financial Fair Play (FFP) rules, the health
of English league clubs has improved significantly, reversing
last year's rise in distress.

The Begbies Traynor Red Flag Alert Football Distress Report
provides annual snapshots of financial distress in English and
Scottish football clubs.  The report's latest figures reveal that
just three clubs, one in 24 of the 72 clubs in the Championship
and Leagues One and Two, are suffering from serious financial
distress.

This is a 63% reduction in the number of financially stressed
football clubs since the survey was last carried out in March
2014, and a massive 77% fall since the first report in 2012.

"The national game was in intensive care for some time in this
country, but the measures introduced by the Football and Premier
Leagues, as well as sound business management, have made great
strides towards safeguarding its future," said football finance
expert Gerald Krasner of business rescue and recovery specialist
Begbies Traynor.

"The fall in the number of clubs suffering the sort of serious
cash flow issues that can threaten their very survival is
dramatic, and can be attributed to a number of factors," he
commented.

"Financial Fair Play has had an impact; the fit and proper test
of club owners has been tightened up considerably; and there is
also a new realism within the industry that financial problems
need to be addressed early, or big club failures such as that
seen at Rangers really can happen," said Mr. Krasner.

Average attendances across the three divisions below the Premier
League are up by 5% since the previous Football Distress Report
was carried out in March 2014.  This spelt more good news for the
lower league clubs, but overall -- including the Premier League
-- average attendances remained virtually identical to those in
the 2013/14 season.

"What is different to a few years ago is that owners are taking
action earlier where there are problems," added Mr. Krasner.  "We
are seeing clubs being carefully offered for sale ahead of the
critical point where the business fails, which is the best way to
keep the problems in the boardroom and off the pitch.  Behind the
scenes there is more scrutiny of the Premier League clubs'
financial planning as well, ensuring more stability at the very
top of the sport where most of the money is earned and spent by
clubs and players," he said.

Designed to stop owners buying success and endangering the
financial health of the club in the process, under the Premier
League's own financial regulations, clubs are prohibited from
making losses exceeding GBP105 million across the 2013/14,
2014/15 and 2015/16 seasons, with stiff penalties including a
points deduction.  Losses of more than GBP15 million must be
guaranteed by club owners.

The Football League also has its own FFP rules across all three
divisions.  Championship clubs were not permitted to run up
losses of more than GBP8 million in the 2013/14 season, with GBP5
million funded by shareholders, and losses must be reduced season
on season to no more than GBP5 million (GBP3 million funded by
shareholders) by the 2015/16 season.

Under the rules, QPR's recently exposed losses of almost GBP70
million for last season could see the club facing fines of more
than GBP50 million, with a ban from playing in the Championship
if they go on to be relegated from the Premier League this
season.


* Eurozone Insolvencies 70% Higher Than in 2007, Atradius Says
--------------------------------------------------------------
Atradius disclosed that economic conditions in the Eurozone
remain challenging with insolvencies still 70% higher than in
2007 on average.  The meager 7% drop in insolvencies forecast for
2015 highlights little to no improvement for more than half of
the countries reviewed and continued caution by consumers and
banks.

A copy of Atradius' Insolvency Forecasts is available for free
at: http://is.gd/LPfcBM


* UK: R3 Calls for Evidence on Redundancy Consultations
-------------------------------------------------------
Responding to the parliamentary report on the City Link
administration and the announcement by the Insolvency Service
that it has launched a call for evidence on redundancy
consultations in insolvency, Phillip Sykes, vice-president of R3,
the insolvency trade body, says: "R3 recognizes concerns raised
in the Joint Committee's report.  We welcome steps to improve
transparency and communication for creditors as these are
important foundations for effective creditor engagement in the
insolvency process."

"The UK's insolvency regime is one of the world's most effective,
but it should always be kept under review to ensure it continues
to meet modern business and creditor needs.  We agree with the
Committee that any review of the statutory order of payments
needs to be carried out carefully to avoid unintended
consequences."

"We also agree that the separate sets of rules on redundancy
consultations and insolvency are looked at in tandem to remove
areas of friction.  The insolvency profession is often placed in
a difficult position when it is required to balance the sometimes
contradictory legal requirements of employees and creditors.  The
government understands the tensions that exist in this area and
we shall work constructively with the government to resolve them.
We welcome the 'call for evidence' on this topic announced by the
government."


* UK: Late Payment Problems Worsens for SMEs, Close Brothers Says
-----------------------------------------------------------------
Close Brothers Invoice Finance disclosed that SMEs say large
corporate organizations are most likely to make late payments,
closely followed by the public sector.

The late payment problem continues to be an issue for a third of
UK SMEs, with almost a fifth of firms claiming that it is worse
now than it was 12 months ago.

A further 65% of those negatively affected by late payments say
the situation hasn't improved in the last year.

The findings come from the latest Close Brothers Business
Barometer, a quarterly survey that canvasses the opinion of SME
owners and managers from a range of sectors across the UK.

CEO of Close Brothers Invoice Finance, David Thomson, said: "Our
findings show that the burden of late payments continues to be a
headache for over a third of small businesses, resulting in cash
flow difficulties for the majority (65%) and for as many as 15%
of firms, it is threatening their ability to trade."

Of those affected by late payments, over half claim that they
have had to write off up to 10% of their turnover on average in
the last 12 months whilst almost a quarter have had to write off
between 10% and 25% of their turnover.

Mr. Thomson continued: "The amount of money that SMEs are forced
to write off as a result of late payments is staggering and
surely hindering business growth.  We found that large corporate
organizations were judged the worst offenders by 43% of SMEs,
closely followed by the public sector for a quarter of firms.

"We have recently welcomed new rules from the Cabinet Office
which aim to reduce late payments by the public sector by
enforcing 30 day payment terms which should help to improve the
situation somewhat.

"It's clear that late payments continue to be a real issue for
SMEs, that is why we are working to improve awareness of the
financial options available, such as invoice finance, that can
help businesses manage their cash flow and ultimately enable them
to fulfill their growth potential."


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                 * * * End of Transmission * * *