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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, July 29, 2015, Vol. 16, No. 148

                            Headlines

A U S T R I A

HYPO ALPE-ADRIA: "Bail-in" Law Illegal, Austrian Court Rules


A Z E R B A I J A N

AZERBAIJANI BANK: Fitch Withdraws 'B-/B' Issuer Default Ratings


B E L A R U S

BELAGROPROMBANK: S&P Affirms 'B-/C' Counterparty Credit Ratings
BELARUSBANK JSC: S&P Affirms 'B-/C' Counterparty Ratings


B O S N I A

BH AIRLINES: Faces Possible Bankruptcy Proceedings by August


D E N M A R K

OW BUNKER: Complex Litigation Hampers Reorganization Plan


F R A N C E

AREVA: France May Need to Contribute More to Capital Raising
TECHNICOLOR SA: S&P Revises Outlook to Stable & Affirms 'B+' CCR


G E R M A N Y

ASBIS DE GMBH: Parent's Application for Liquidation Approved
CORNERSTONE TITAN 2007-1: Moody's Cuts Rating on Cl. X Notes to C
GERMAN RESIDENTIAL: Fitch Affirms 'BBsf' Rating on Class F Notes
GREECE: Bailout Out Talks Proceed, Gets ECB Nod to Reopen Bourse


I R E L A N D

PREPS 2006-1: Fitch Lowers Rating on Class B2 Notes to 'Dsf'
STRAWINSKY I PLC: Moody's Raises Rating on Class C Notes to Ba3


I T A L Y

FINARVEDI SPA: S&P Assigns Preliminary 'B+' CCR, Outlook Stable
ITAS MUTUA: Fitch Assigns 'BB(EXP)' Rating to Subordinated Notes
SINTESI SOCIETA: Shareholders Won't Proceed With Dissolution


K A Z A K H S T A N

TSESNA-GARANT: S&P Raises IFSR and CCR to 'B+', Outlook Stable


L U X E M B O U R G

LEHMAN BROTHERS: Third Dividend Distribution Set for Aug. 21
TELENET FINANCE VI: S&P Assigns 'B+' Rating to EUR530MM Sr. Notes


N E T H E R L A N D S

BABSON EURO 2015-1: Moody's Assigns B2 Rating to Class F Notes
BABSON EURO 2015-1: Fitch Rates Class F Notes 'B-(EXP)sf'
FC TWENTE: Gets Clearance to Play After Eredvisie OKs Debt Plan
GARDA CLO BV: S&P Affirms 'CCC' Rating on Class F Notes
GLOBAL UNIVERSITY: S&P Assigns 'B+' CCR, Outlook Stable


R U S S I A

MOBILE TELESYSTEMS: S&P Affirms 'BB+' CCR, Outlook Remains Neg.
SISTEMA JSFC: S&P Revises Outlook to Stable & Affirms 'BB' CCR


S P A I N

CELLNEX TELECOM: S&P Assigns 'BB+' CCR, Outlook Stable
RMBS SANTANDER 1: Moody's Lowers Rating on Class B Notes to Caa1
RMBS SANTANDER 2: Moody's Cuts Rating on Class B Notes to Caa1
VIESGO GENERACION: S&P Assigns 'B+' CCR, Outlook Positive


U N I T E D   K I N G D O M

ARQIVA BROADCAST: Fitch Affirms 'B-' Rating on GBP600MM Sr. Notes
VIVAT TRUST: On the Brink of Liquidation
HIGHLAND GROUP: S&P Affirms 'B' CCR, Outlook Stable
HOUSE OF FRASER: Moody's Assigns (P)B3 Rating to GBP175MM Notes
LADBROKES PLC: Fitch Puts 'BB' IDR on Rating Watch Negative

LOGISTICS UK 2015: Fitch Assigns 'B(EXP)' Rating to Class F Notes
PRECISE MORTGAGE 2015-2B: Fitch Rates Class E Notes 'BBsf'
STICHTING PROFILE: S&P Lowers Rating on Class E Notes to CCC


U Z B E K I S T A N

UZBEK BANKS: Fitch Affirms 'B-' Long-Terms IDRs on 4 Institutions


                            *********


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A U S T R I A
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HYPO ALPE-ADRIA: "Bail-in" Law Illegal, Austrian Court Rules
------------------------------------------------------------
Ralph Atkins at The Financial Times reports that an attempt by
Austria to slash the cost to taxpayers of Hypo Alpe Adria bank, a
high-profile European casualty of the financial crisis, by
imposing losses on some bond holders has been thrown out by the
country's top judges.

According to the FT, in a ruling that came as relief for
investors who feared a precedent would be set for other European
bank failures, Austria's constitutional court on July 28 declared
illegal a law that would have "bailed in" EUR890 million in
subordinated debt.

The court ruled the act would have breached the constitution by
reversing guarantees given to bond holders by the province of
Carinthia as well as treating investors unfairly, the FT relates.
The judges, as cited by the FT, said in a statement the law would
be "repealed in its entirety".

Creditors which would have been affected included Vienna
Insurance Group and Uniqa, Austria's two biggest insurers, which
have put potential losses at EUR79 million and EUR35 million, the
FT notes.

The Austrian finance ministry "took note" of the ruling but said
it would not disrupt the government's plans for winding up Heta,
the FT relays.

According to the FT, the ministry said the setting up of the "bad
bank" was in line with the constitution and the ruling would have
no direct effect on the moratorium on debt payments.

                     About Hypo Alpe-Adria

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

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

As reported in the Troubled Company Reporter-Europe on Nov. 3,
2014, The Wall Street Journal said Austria's nationalized lender
Hypo Alpe-Adria-Bank International AG said on Oct. 30 it has
split itself between a wind-down unit, called Heta Asset
Resolution GmbH, and its southeastern European network of banks.

The split is part of the lender's restructuring plan approved by
the European Commission, the Journal disclosed.  According to the
Journal, under the plan, the Austrian government -- Hypo Alpe-
Adria's current owner -- must sell off all of the bank's assets
or transfer them into a wind-down unit by mid-2015.



===================
A Z E R B A I J A N
===================


AZERBAIJANI BANK: Fitch Withdraws 'B-/B' Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has withdrawn Azerbaijani Bank Technique OJSC's
(BT) ratings.

Fitch is withdrawing the ratings as BT has chosen to stop
participating in the rating process.  Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for BT.

KEY RATING DRIVERS

BT's 'B-' Issuer Default Rating is driven by its weak
capitalization and asset quality.  On March 10, 2015, Fitch
placed BT's ratings on Rating Watch Negative (RWN), reflecting
the bank's breach of regulatory capital adequacy ratios as a
result of the Azerbaijani manat devaluation.

BT breached minimum prudential capital ratios at end-1Q15.
However, Fitch does not have information on the bank's potential
recapitalization plans, and so has withdrawn the ratings without
affirmation or downgrade.

RATING SENSITIVITIES

Not applicable

These ratings have been withdrawn without affirmation:

  Long-term foreign currency IDR: 'B-'/RWN
  Short-term IDR: 'B'/RWN
  Viability Rating: 'b-'/RWN
  Support Rating: '5'
  Support Rating Floor: 'No Floor'



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B E L A R U S
=============


BELAGROPROMBANK: S&P Affirms 'B-/C' Counterparty Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-/C' long- and
short-term counterparty credit ratings on Belarus-based
Belagroprombank.  The outlook is stable.

The affirmation reflects S&P's view that ongoing support from the
government will allow Belagroprombank to mitigate risks stemming
from the deterioration of its liquidity profile.  In S&P's view,
Belagroprombank remains exposed to significant economic and
sovereign risks in Belarus and its liquidity position is more
vulnerable than that of domestic peers.

Belagroprombank's liquidity deteriorated by more than the system
average in the first quarter of 2015 due to deposit outflows --
estimated at more than 10% of customer deposits -- and currency
devaluation.  As a result, the bank has significantly increased
its reliance on government funding, while suffering a sharp
increase in its cost of retail funding.  S&P has therefore
revised its liquidity assessment to moderate from adequate and
the bank's stand-alone credit profile to 'b-' from 'b'.

The National Bank of the Republic of Belarus provided sufficient
liquidity support to Belagroprombank in first-quarter 2015,
amounting to Belarusian rubles (BYR) 1.7 trillion, and the
government agreed on a capital increase of BYR1.3 trillion for
2015.  S&P also anticipates that the government will transfer
some of Belagroprombank's problematic assets to other government
institutions.

S&P continues to assess Belagroprombank's business position as
adequate, reflecting its position as the second-largest domestic
bank in Belarus and as the largest lender to the strategically
important agricultural sector.  S&P assess Belagroprombank's
capital and earnings as adequate, reflecting S&P's expectations
that the bank's Standard & Poor's risk-adjusted capital ratio
will stabilize around 7.3%-7.8% in the next 12 months because of
the capital injection and deleveraging.  Moreover, profitability
could benefit from an absence of accounting losses on the bank's
monetary position if international auditors no longer consider
Belarus' economy to be hyperinflationary according to IAS 29, in
contrast with previous years.  Nevertheless, S&P anticipates a
significant decline in margins, compared to 2014, due to the
bank's higher cost of funding and weakened liquidity position.

S&P expects that the transfer of some problem assets to another
government entity could mitigate rising credit risk in the
portfolio.  Therefore S&P continues to assess Belagroprombank's
risk position as "adequate."

S&P has reviewed the status of Belagroprombank as government-
related entity (GREs) under S&P's revised criteria.  S&P
continues to believe that Belagroprombank plays a very important
role for the government as Belagroprombank it remains the largest
lender to the agricultural sector, which employs about a third of
Belarus' working population.  It also has high systemic
importance.  S&P also now believes that large contingent
liabilities in Belarus affect the government's capacity to
provide extraordinary support to GREs, according to S&P's revised
criteria.  Consequently, S&P now caps at "limited" its assessment
of Belagroprombank's link with the government.  Therefore, S&P
assess the likelihood of further extraordinary support from the
government as "moderately high."

The stable outlook on Belagroprombank reflects S&P's view that
the government will continue to provide ongoing liquidity and
capital support over the next 12 months sufficient to stabilize
the bank's current financial profile.

Over the next 12 months, S&P could lower the ratings if the
bank's liquidity position continues to deteriorate or if S&P sees
lower-than-expected capitalization or higher-than-expected
problematic asset inflows.  S&P could also lower the rating if it
was to downgrade the sovereign.

Any positive rating action would be contingent on the
simultaneous restoration of the bank's liquidity position to
adequate, and a positive rating action on the sovereign.


BELARUSBANK JSC: S&P Affirms 'B-/C' Counterparty Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-/C' long- and
short-term counterparty credit ratings on JSC Savings Bank
Belarusbank.  The outlook is stable.

The affirmation reflects S&P's view that the BYR10 trillion
capital injection Belarusbank expects by year-end 2015 is neutral
for the rating.  This is because S&P believes the bank remains
exposed to significant economic and sovereign risks amid a very
weak operating environment in Belarus.  Therefore, although S&P
assess the bank's stand-alone credit profile (SACP) at 'b', it
continues to cap the long-term rating of Belarusbank at the level
of the long-term sovereign credit rating.

S&P has revised its forecast for Belarusbank's Standard & Poor's
risk-adjusted capital ratio to about 6.3%-6.7% by end-2016.  S&P
had previously forecast less than 5.0% at end-2015.  S&P has
therefore revised its assessment of the bank's capital and
earnings to moderate from weak.  Under S&P's criteria, however,
this change is neutral for a bank with an anchor of less than
'bb-'.

S&P's forecast factors in Belarusbank's deleveraging in which it
will transfer some assets to the finance ministry this year.  S&P
anticipates that currency devaluation and high inflation rates
will inflate asset growth.  Apart from the government's capital
injection, S&P anticipates that the bank's capitalization will be
supported by internal capital generation, despite increasing
credit losses of about 70-90 basis points annually in 2015 and
2016.  S&P believes that the transfer of some problem assets to
the finance ministry could mitigate rising credit risk in the
portfolio.  Therefore, S&P continues to assess Belarusbank's risk
position as "adequate."  Moreover, profitability could benefit
from an absence of accounting losses on the bank's monetary
position if international auditors no longer consider Belarus'
economy to be hyperinflationary according to IAS 29, in contrast
with previous years.  Nevertheless, S&P anticipates a significant
decline in margins due to the bank's higher cost of funding and
weakened liquidity position, which S&P assess as "above average"
and "adequate," respectively.

Belarusbank's SACP continues to be undermined by significant
economic and sovereign risks as well as the very weak operating
environment in Belarus, resulting in high credit and foreign
currency risk.  At the same, it is supported by the bank's
"strong" business position as its strong corporate and retail
franchise in Belarus allows it to maintain a sizable and stable
domestic depositor base.

"We have reviewed the status of Belarusbank as a government-
related entity (GRE) under our revised criteria.  We continue to
believe that Belarusbank plays a very important role for the
government.  In addition to implementing some important
government lending programs, it has a crucial role maintaining
liquidity in the banking system.  At the same time, we now
believe that large contingent liabilities in Belarus are
affecting the government's capacity to provide extraordinary
support to GREs, according to our revised criteria.
Consequently, we now cap at "limited" our assessment of
Belarusbank's link with the government.  Therefore, we assess the
likelihood of further extraordinary support from the government
as "moderately high", S&P said.

The stable outlook reflects that on Belarus and S&P's view that
risks to the rating will remain balanced over the next 12 months.
The ratings are constrained by the foreign currency sovereign
credit ratings on Belarus because the bank operates exclusively
in Belarus and remains highly exposed to country risk.

If S&P was to downgrade Belarus S&P would also downgrade
Belarusbank.  Although not part of S&P's base case for the next
12 months, a downgrade of Belarusbank could also follow a
significant deterioration in its risk and liquidity positions.

If S&P raised its long-term rating on Belarus, all else being
equal S&P would upgrade the bank because it assess its SACP at
'b'.



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B O S N I A
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BH AIRLINES: Faces Possible Bankruptcy Proceedings by August
------------------------------------------------------------
Maja Garaca at SeeNews reports that BH Airlines, the cash-
strapped air carrier of Bosnia's Muslim-Croat Federation, is
facing possible bankruptcy proceedings by the end of August.

The Federation's prime minister, Fadil Novalic, has convinced the
employees that bankruptcy is the best solution, promising the
arrival of a foreign investor, from Germany or the Middle East,
who is willing to buy this once-profitable state company,
SeeNews relays, citing daily newspaper Avaz.

According to SeeNews, Avaz, quoting the president of the BH
Airlines workers union, Elvis Ziga, reported that bankruptcy
proceedings will be initiated by the government if local asset
resolution company HETA, which is owed some BAM20 million
(US$11.3 million/EUR10.2 million) by the airliner, doesn't launch
the procedure sooner.

In June, HETA said that bankruptcy would be the last option for
any company owned by the state and offered the government a list
of restructuring concepts which the government was supposed to
take into consideration before taking the step towards
liquidation, SeeNews recounts.



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D E N M A R K
=============


OW BUNKER: Complex Litigation Hampers Reorganization Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. subsidiaries of
OW Bunker A/S, the bankrupt global supplier of marine fuel, can't
yet extricate themselves from Chapter 11 given complex litigation
among ship owners, fuel suppliers and the company's lenders.

The Danish parent first attempted a court-supervised
reorganization, which failed in November when the parent was
declared bankrupt in a Danish court, Bloomberg recounts.  OW
Bunker Holding North America Inc. and a sister U.S. company filed
their Chapter 11 petitions in mid-November, Bloomberg relays.

Not having been paid, fuel suppliers like NuStar Energy Services
Inc. began arresting vessels, Bloomberg relates.  The ship owners
didn't know whom to pay because they were receiving conflicting
demands from the company, ING Bank NV and NuStar, Bloomberg
notes.

The dispute gave rise to 24 lawsuits in federal district court in
Manhattan, where vessel owners deposited what they owe while the
court sorts out who has the best claim to the funds, Bloomberg
discloses.

For a third time, the company is seeking more time to develop a
Chapter 11 plan, Bloomberg says.  According to Bloomberg, the
company asked the bankruptcy judge in Bridgeport, Connecticut, to
hold a hearing on Aug. 4 and extend the exclusive filing period
to Sept. 30.

The lawsuits are in mediation conducted by a retired district
judge, Bloomberg states.

The case is OW Bunker Holding North America Inc., 14-bk-51720,
U.S. Bankruptcy Court, District of Connecticut (Bridgeport).

                        About O.W. Bunker

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.

On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark.  By Nov. 7, 2014, the
Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W.
Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under
formal Danish bankruptcy (liquidation) proceedings in the Aalborg
probate court.

The company declared bankruptcy following its admission that it
had lost US$275 million through a combination of fraud committed
by senior executives at its Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal
is the financial advisor.

The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.
The Committee tapped Hunton & Williams LLP as its attorneys.



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


AREVA: France May Need to Contribute More to Capital Raising
------------------------------------------------------------
Michael Stothard at The Financial Times reports that the French
government could be required to pay as much as EUR5 billion to
rescue the struggling state-controlled nuclear group Areva as
part of a deal that is set to reshape the country's energy
sector.

Areva and EDF are in the midst of tense, last-minute discussions
ahead of key board meetings scheduled for today, July 29, where
the two groups -- both more than 85% owned by the state -- need
to find a wide-ranging agreement, the FT relates.

The negotiations, which concern the price EDF will pay for
Areva's reactor businesses and fuel treatment contracts, will
shape how much France's cash-strapped state has to put in to
recapitalize Areva, the FT notes.

According to the FT, people close to the talks say that the
government could be forced to contribute as much as EUR4 billion
to EUR5 billion to a capital raising expected in September, far
more than the EUR2 billion-EUR3 billion that ministers had hoped
for just a few months ago.

Relations between EDF and Areva are strained, the FT states.
Philippe Varin, Areva's chairman, last week wrote a letter to the
government warning that the whole deal was in danger of falling
apart, the FT recounts.

The two companies, which both report half-year results on
July 30, need to agree on the price for Areva's reactor unit,
called Areva NP, the FT notes.

According to the FT, people close to the talks said the
expectation is that the unit will be valued at about EUR2.7
billion, more than the EUR2 billion expected last month, but EDF,
which operates France's 58 nuclear plants, will take only about
75% of the equity in the company.

This would leave Areva with a 25% stake of Areva NP, the FT
discloses.  But then the people said it would receive roughly
EUR700 million less cash, and the shortfall would probably need
to be made up by the state in the capital raising, the FT
relates.

Areva is a French multinational group specializing in nuclear and
renewable energy headquartered in Paris La Defense.  It is the
world's largest nuclear company.


TECHNICOLOR SA: S&P Revises Outlook to Stable & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on France-based technology company Technicolor S.A. and
its subsidiary Thomson Licensing SAS to stable from positive and
affirmed the 'B+' long-term ratings on Technicolor and Thomson
Licensing.  S&P also affirmed its 'B' short-term corporate credit
rating on Technicolor.

At the same time, S&P affirmed its 'B+' issue rating on
Technicolor's senior secured debt.  The recovery rating on this
debt remains at '3', indicating S&P's expectation of meaningful
recovery in the event of a default, in the higher half of the
50%-70% range.

S&P also affirmed its 'B+' issue rating on the senior secured
debt issued by Technicolor's Luxembourg-based special-purpose
vehicle Tech Finance & Co S.C.A.

The outlook revision follows Technicolor's announcement that it
is acquiring Cisco's Connected Devices (CCD) operation for about
EUR550 million, funded through about EUR137 of equity, and a
combination of debt and balance-sheet cash.  S&P has assumed an
approximate 80-20 debt-cash mix which would weaken the company's
adjusted leverage metrics for the next two years to about 2.9x
from about 2.1x previously, even after inclusion of significant
cost synergy expectations.  In addition, S&P sees execution risk
of integrating CCD and maintain Connected Home's rate of organic
growth.

S&P's views of Technicolor's business risk profile remains
unchanged, despite the significantly increased scale of its
Connected Home business.  With the CCD acquisition, S&P forecasts
Connected Home revenues will approximately double in 2016 and
revenue contributions from this segment will rise to 57% in 2016
from about 42% in 2015.  Technicolor will also strengthen its
market share to around 14% from about 7%.  However, it remains
significantly behind the market leader due to consolidation, and
currently has little exposure to the higher growth network and
cloud equipment segments of the sector.

Technicolor's existing Connected Home business has outperformed
S&P's expectations over the last year, but it believes a
significant turnaround at CCD will be required for Technicolor to
realize an improved business risk profile, and S&P forecasts pro-
forma Connected Home revenues will largely remain flat after
2016. S&P also believes execution risk exists in realizing the
synergies required to raise reported margins for the Connected
Home segment to about 9% in 2017, from about 7% in 2015.

Technicolor's Technology segment will also undergo significant
change over the next few years.  It has had the highest EBITDA
margins in the group.  With reported 2014 margins at about 73%,
it represented about 65% of consolidated full-year earnings.
Between the acquisition of CCD and the planned drop in MPEG-LA
licensing revenues, S&P expects top-line declines of 20% in 2016
and 4% in 2017, and an EBITDA margin fall to about 33% in 2016
and 19% in 2017.  This would sharply lower the segment's earnings
contribution to about 23% of top-line revenues and 13% of EBITA
over 2016-2017.  S&P understands that the group continues its
efforts to replace these revenues by developing and licensing its
large and diverse portfolio of patents.  However, S&P forecasts
that only a small portion of lost revenues from the MPEG-LA
patents will be replaced, contributing to the significant decline
in Technicolor's margins in 2016-2017.

In the Entertainment Services segment, S&P believes a long-term
shift away from the DVD format increases Technicolor's risk
related to finding new revenue sources.  S&P forecasts stable
revenues and earnings through 2016, thanks to the segment's good
competitive position in the Visual Effects business, and a
rebound from poor DVD demand in 2014.  But in the longer term,
S&P expects the structural decline in DVD sales will result in
losses of 2%-3% for the segment, despite being partly offset by
the visual effects business and an improved DVD product mix that
favors the more profitable Blu-ray format.

S&P's views of Technicolor's financial risk profile reflects
S&P's expectation for weakened credit metrics following the debt
funding of the acquisition.  S&P expects leverage to deteriorate
to about 2.9x in 2015-2016 from 2.5x in 2014, with significant
deleveraging thereafter under a cash flow sweep.  In addition,
S&P expects "strong" liquidity and ample headroom under the
group's financial maintenance covenants.

Although a leverage ratio of 2x-3x suggests a stronger financial
risk profile, the loss of high-margin MPEG-LA revenues and the
announced acquisition leaves Technicolor much more reliant on the
Connected Home and Entertainment Services segments, which S&P
believes may result in more volatile cash flow and leverage
ratios during periods of stress.

The stable outlook reflects S&P's view that after the
acquisition's financing, Technicolor will maintain adjusted debt
to EBITDA below 3x, assuming a moderate realization of synergies,
FOCF exceeding EUR200 million on a sustainable basis, and
"strong" liquidity.  S&P expects deleveraging will occur through
synergy-driven Connected Home EBITDA growth and the cash flow
sweep amortization.  The EBITDA contribution and cost synergies
from the CCD acquisition are likely to offset the significant
loss of EBITDA beyond 2015 as its MPEG-LA license revenues drop.

S&P could raise the ratings if Technicolor's financial risk
profile strengthened beyond S&P's current expectations, with
adjusted debt to EBITDA falling sustainably below 2x.  S&P could
also raise the ratings if it saw improvement in the group's
business risk that supported overall earnings stability.  Such
improvement would likely follow successful progress in
integration and turnaround of CCD, achievement of the company's
projected synergies, and an improved expectation for organic
growth in the combined Connected Home business that fully offsets
the expected earnings decline from phasing out MPEG-LA.

S&P could lower the ratings if Technicolor's financial risk
profile weakened, with adjusted debt to EBITDA rising above 3x or
FOCF falling significantly below EUR200 million on a sustainable
basis, combined with a weaker liquidity position.  This could
result from slower debt amortization than S&P currently
forecasts, faster-than-expected EBITDA deterioration in the CCD
or Entertainment Services businesses, or difficulty integrating
the new acquisition and achieving at least a moderate portion of
the acquisition cost synergies.



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


ASBIS DE GMBH: Parent's Application for Liquidation Approved
------------------------------------------------------------
Reuters reports that ASBISc Enterprises PLC's application for
liquidation of inactive unit ASBIS DE GmbH was filed, approved
and liquidation has started.  The application was filed on
July 21.

The liquidation is due to the company's aim to build more lean
and more cost effective organization, according to Reuters.

The report notes that the closure of this subsidiary will not
have any impact on the company's operations in Germany.


CORNERSTONE TITAN 2007-1: Moody's Cuts Rating on Cl. X Notes to C
-----------------------------------------------------------------
Moody's Investors Service has taken these rating actions on three
classes of Notes issued by Cornerstone Titan 2007-1 p.l.c.
(amounts reflect initial outstanding):

  EUR333 mil. A2 Notes, Downgraded to Caa2 (sf); previously on
   Sept. 29, 2014 Downgraded to B2 (sf)

  EUR75.1 mil. B Notes, Affirmed C (sf); previously on Sept. 29,
   2014 Downgraded to C (sf)

  EUR0.1 mil. X Notes, Downgraded to C (sf); previously on
   Sept. 29, 2014 Downgraded to Caa3 (sf)

Moody's does not rate the Class E, Class F, Class G, Class VA and
Class VB Notes.  The ratings of the Class C and Class D Notes
have been withdrawn due to the allocation of NAI amounts.

RATINGS RATIONALE

The downgrade of the Class A2 Notes reflects (1) lower than
expected recoveries from the workout of the Wolfsburg Loan and
(2) higher expected losses for the remaining loans in the pool
especially considering the limited visibility on the workouts.

The ratings of the Class B Notes have been affirmed as the
outstanding rating is still commensurate with Moody's updated
loss expectation.

The rating of the Class X Notes has been downgraded as the Class
X Notes reference the underlying loan pool.  As such, the key
rating parameters that influence the expected loss on the
referenced loan pool also influences the ratings on the Class X
Notes.  The rating of the Class X Notes was based on the
methodology described in Moody's Approach to Rating Structured
Finance Interest-Only Securities published in February 2012.

Moody's downgrade reflects a base expected loss in the range of
60%-70% of the current balance, compared with 50%-55% at the last
review.  Moody's derives this loss expectation from the analysis
of the default probability of the securitised loans, which in
this case is 100% since all remaining loans have defaulted, and
its value assessment of the collateral.

Realized losses have increased to 22% from 19 % of the original
securitized balance since the last review.  Moody's estimate of
the base expected loss plus realised losses is now in the range
of 25%-30% of the original pool balance, compared to 20%-25% at
the last review.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach to Rating EMEA CMBS Transactions published in July 2015.

Factors that would lead to an upgrade or downgrade of the rating:
Main factors or circumstances that could lead to a downgrade of
the ratings are lower than expected recoveries achieved from the
workout process of the properties backing the remaining
underlying loans.

Main factors or circumstances that could lead to an upgrade of
the ratings are higher than expected recoveries from the workout
process of the properties backing the remaining underlying loans,
considering the limited time remaining to the legal final note
maturity.

MOODY'S PORTFOLIO ANALYSIS

As of the July 2015 interest payment date ("IPD"), four loans
remain in the pool totaling approximately EUR 71 million.
Moody's expects significant losses on the two largest loans (73%
on aggregate of the remaining pool balance), the German Retail
Portfolio Loan II and German Retail Portfolio Loan III.  While
the German Retail Portfolio Loan II is secured with a portfolio
of currently 10 mixed retail properties across Germany, there is
only one retail asset remaining for the German Retail Portfolio
Loan III.  Due to the assets' weaker quality and their short
remaining lease terms, Moody's expects very high losses on each
loan.


GERMAN RESIDENTIAL: Fitch Affirms 'BBsf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has affirmed German Residential Funding 2013-2
PLC's notes as follows:

  EUR74.6 million senior debt: Not rated

  EUR420.9 million class A due November 2024 (ISIN XS0973049983):
  affirmed at 'AAAsf'; Outlook Stable

  EUR81.6 million class B due November 2024 (ISIN XS0973050569):
  affirmed at 'AAsf'; Outlook Stable

  EUR52.4 million class C due November 2024 (ISIN XS0973050726):
  affirmed at 'Asf'; Outlook Stable

  EUR58.3 million class D due November 2024 (ISIN XS0973051021):
  affirmed at 'BBBsf'; Outlook Stable

  EUR23.3 million class E due November 2024 (ISIN XS0973051294):
  affirmed at 'BBB-sf'; Outlook Stable

  EUR46.7 million class F due November 2024 (ISIN XS0973051450):
  affirmed at 'BBsf'; Outlook Stable

  EUR36.9 million class G due November 2024 (ISIN XS0977930261):
  not rated

The transaction is a refinancing of commercial mortgage loans
previously granted for the acquisition of a portfolio of German
multifamily housing (MFH) assets. The sponsor of the transaction
is GAGFAH S.A., now controlled by Deutsche Annington Immobilien
SE. As of end-March 2015, the portfolio primarily consisted of
22,462 residential and commercial units with a combined lettable
area of 1.4m sq m.

KEY RATING DRIVERS

Operating performance of the German MFH portfolio has been in
line with Fitch's expectations, underpinning whole-loan debt
service cover/interest cover ratios reported as of end-March 2015
of 2x/2.3x. Residential rents have increased to EUR5.4 per sq
m/month, up some EUR0.2per sq m per month since closing in
October 2013 -- just under the rate of price inflation.
Irrecoverable costs relative to gross rental income have also
risen to an annualized 40%, in line with Fitch's expectations.
The agency will continue to monitor costs given their negative
effect on free cash flow (although capital expenditure is vital
in maintaining the appeal of the properties over the long term).

Despite property disposal activity carried out since closing
(some 2% of units have so far been sold), the geographical
portfolio composition is largely unchanged, with the most
important exposure to the states of Lower Saxony (56% of
appraised market value as of end-March 2015) and Hamburg (28%).
Exposure to Germany's top 10 cities has increased slightly to
68.8%. Vacancy decreased to 5.4% as of end-March 2015 from 5.9%
at closing.

Fitch estimates a 'Bsf' market value of the portfolio of EUR905m.

RATING SENSITIVITIES

Any disruption to the management of the portfolio or a sharp
economic decline in the regions represented in the portfolio
leading to deterioration in operating performance could prompt
downgrades or revisions of the Outlooks to Negative.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the
asset portfolio information, which indicated no adverse findings
material to the rating analysis.

Overall, Fitch's assessment of the information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.


GREECE: Bailout Out Talks Proceed, Gets ECB Nod to Reopen Bourse
----------------------------------------------------------------
The Associated Press reports that Greece pushed ahead with talks
on a new rescue loan on July 28, but its government came under
increasing pressure over claims it had a top-secret plan to
prepare for a euro exit that involved accessing citizens'
personal tax data.

Emissaries from Greece's international creditors held a second
day of preparatory talks with Greek officials, ahead of higher-
level negotiations later this week on the country's new multi-
billion euro lifeline, the AP relates.

According to the AP, the talks in Athens aim to thrash out the
terms of the deal -- worth about EUR85 billion (US$94 billion)
over three years -- before Aug. 20, when Greece must make a debt
payment that it cannot afford without new loans.

This week's talks will include an array of issues such as
pensions and labor market reforms, where the government is being
asked to cut early retirement, raise retirement ages, streamline
the pension system and ease restrictions protecting workers from
mass layoffs, the AP discloses.

                  Stock Market to Re-Open

Meanwhile, Reuters' Angeliki Koutantou and Lefteris Papadimas
report that an official at the Athens stock exchange said on
July 28 Greece has gained the European Central Bank's approval to
reopen the bourse after a month-long shutdown, with restrictions
on trading by local investors.

A ministerial decree on the bourse's operations is now expected
to be issued, the official said, which would allow the bourse to
re-open as early as today, July 29, Reuters relates.

The Athens stock exchange has been shut since June 29, after the
government shut banks and imposed capital controls to prevent
banks from collapsing in the face of mass withdrawals, Reuters
notes.

According to Reuters, sources said earlier Greek regulators
offered two different plans for the re-opening -- one allowing
unrestricted trading and a second that imposed restrictions on
trading by Greek investors to prevent capital fleeing banks.

The official said the ECB approved the second plan, Reuters
relays.



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


PREPS 2006-1: Fitch Lowers Rating on Class B2 Notes to 'Dsf'
------------------------------------------------------------
Fitch Ratings has downgraded PREPS 2006-1 PLC's class B1 and B2
notes and has subsequently withdrawn the ratings, as:

   -- EUR13.2 mil. class B1 notes (ISIN: XS0261125677):
      downgraded to 'Dsf' from 'Csf'; withdrawn
   -- EUR3 mil. class B2 notes (ISIN: XS0261127376): downgraded
      to 'Dsf' from 'Csf'; withdrawn

KEY RATING DRIVERS

The transaction reached final maturity in July 2015.  The
outstanding principal amounts on the class B1 and B2 notes were
not repaid in full due to the number of defaults that occurred in
the portfolio since closing in July 2006.  As Fitch's ratings on
the notes address timely payment of interest and ultimate
repayment of principal according to the terms of the notes and
following the tranches' default, the agency has downgraded the
notes to 'Dsf' and withdrawn the ratings.

Fitch will no longer provide ratings or analytical coverage of
the abovementioned notes.

RATING SENSITIVITIES

Rating sensitivities are not applicable as the transaction has
reached final maturity.

DUE DILIGENCE USAGE

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction.  There were no findings that were
material to this analysis.  Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided
about the underlying asset pool ahead of the transaction's
initial closing.  The subsequent performance of the transaction
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.


STRAWINSKY I PLC: Moody's Raises Rating on Class C Notes to Ba3
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of these notes issued by Strawinsky I P.L.C.:

  EUR23 million Class B Senior Secured Floating Rate Notes due
  2024, Upgraded to Aaa (sf); previously on Dec. 5, 2014,
  Upgraded to Aa2 (sf)

  EUR19 mil. Class C Senior Secured Deferrable Floating Rate
  Notes due 2024, Upgraded to Ba3 (sf); previously on Dec. 5,
  2014, Upgraded to B3 (sf)

Moody's also affirmed the ratings of these notes issued by
Strawinsky I P.L.C.:

  EUR12 mil. (Current Outstanding Balance of EUR 14.28 mil.)
  Class D Senior Secured Deferrable Floating Rate Notes due 2024,
  Affirmed Ca (sf); previously on Dec. 5, 2014 Affirmed Ca (sf)

  EUR10.27 mil. (Current Outstanding Balance of EUR 14.27 mil.)
  Class E Senior Secured Deferrable Floating Rate Notes due 2024,
  Affirmed C (sf); previously on Dec 5, 2014 Affirmed C (sf)

Strawinsky I P.L.C., issued in August 2007, is a multi-currency
Collateralised Loan Obligation backed by a portfolio of mostly
high yield senior secured European loans.  The portfolio is
managed by IMC Asset Management BV.  This transaction passed its
reinvestment period in August 2013.

RATINGS RATIONALE

According to Moody's, the rating action taken on the notes
results from an improvement in over-collateralization ratios
following the January 2015 payment date.  The Class A2 has fully
repaid its outstanding balance, whereas Class B has started to
amortize reducing its outstanding from 23 mil. to 22.94 mil.
(0.23% of its original balance).  The class D and class E are
currently failing their over-collateralization coverage tests and
both are accruing deferred interest.

As a result of the deleveraging, over-collateralization of
Classes A/B, C and D have increased.  As of the trustee's June
2015 report, the Class B, Class C, Class D and Class E had over-
collateralization ratios of 219.9%, 120.02%, 89.53% and 71.40%,
respectively, compared with 164.9%, 110.71%, 88.99% and 74.54%
respectively, as of the trustee's November 2014 report.

The key model inputs Moody's uses, such as par, weighted average
rating factor, diversity score and the weighted average recovery
rate, are based on its published methodology and could differ
from the trustee's reported numbers.  In its base case, Moody's
analyzed the underlying collateral pool as having a performing
par and principal proceeds balance of EUR37.4 million and
defaulted par of EUR28.41 million, a weighted average default
probability of 36.56% (consistent with a WARF of 5,348), a
weighted average recovery rate upon default of 36.91% for a Aaa
liability target rating, a diversity score of 5 and a weighted
average spread of 3.74%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 73.43% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and 15% of the remaining non-first-lien loan corporate
assets upon default.  In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors.  Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Factors that would lead to an upgrade or downgrade of the rating:
This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy especially as 13% of the portfolio is exposed to
obligors located in Spain 2) the concentration of lowly- rated
debt maturing between 2016 and 2017, which may create challenges
for issuers to refinance.  CLO notes' performance may also be
impacted either positively or negatively by 1) the manager's
investment strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it defaulted an additional 10% of the portfolio, and
also assumed repayment of about 10% of the portfolio from assets
scheduled to repay in 2016; the model generated outputs were
consistent with the today's rating actions.

Additional uncertainty about performance is due to these:

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

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

  3) Around 43% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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

In addition to the quantitative factors that Moody's explicitly
modeled, 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.



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


FINARVEDI SPA: S&P Assigns Preliminary 'B+' CCR, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Italy-based steelmaker Finarvedi SpA
(Arvedi).  The outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue rating
to the company's proposed EUR300 million senior unsecured notes.
The preliminary recovery rating is '4', indicating S&P's
expectation of average recovery, at the higher end of the 30%-50%
range, in the event of a payment default.

Final ratings will depend on S&P's receipt and satisfactory
review of final documentation of the bond issue and revised terms
and conditions with the issuer's existing senior lenders.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings.  If Standard & Poor's does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, S&P reserves the
right to withdraw or revise its ratings.  Potential changes
include, but are not limited to, utilization of bond proceeds;
maturity, size, and conditions of the bonds; financial and other
covenants; security; and ranking.

The preliminary ratings are based on Arvedi's plan to refinance
most of its short-term debt and part of its long-term debt over
the next few weeks using the proceeds of the proposed EUR300
million senior unsecured note issuance plus EUR195 million of new
three-year credit lines.  In addition, the company recently
secured a EUR100 million facility from the European Investment
Bank (EIB).  In S&P's view, the proposed capital structure
reduces the company's reliance on short-term debt with funds from
operations (FFO) supporting the investment program.

The ratings reflect S&P's assessment of the company's "fair"
business risk profile and "aggressive" financial risk profile.

In S&P's view, Arvedi's business risk profile reflects the
company's operations in the volatile and cyclical steel and
stainless industries.  Arvedi is a small steelmaker with a
capacity of about 3.3 million tons (mt) based in Italy.  It has
diversified into the stainless steel industry and generates about
20%-25% of EBITDA from that sector.  The company benefits from
unique technology that materially lowers its cost structure
compared with traditional technologies.  This technology allows
the company to produce and sell small batches of products with a
short lead time.  Despite the negative fundamentals in the
European steel industry over the past few years, Arvedi has
reported relatively healthy margins of 8%, ahead of its immediate
peers, leading to a stable EBITDA.  As part of S&P's base case,
it assumes the company will continue to operate at high
utilization rates.

At the same time, the business risk profile takes into account
the execution risk of the new projects (cold-rolled coils [CRC]
and electrical steel production lines) and the integration of the
recently acquired pig iron operations into the group.  Over the
medium term, S&P expects the projects to contribute more to
Arvedi's profitability, diversification, and competitive
position. However, S&P did not factor those benefits fully into
its base case.

S&P's assessment of Arvedi's "aggressive" financial risk profile
takes into account its estimated adjusted debt-to-EBITDA ratio of
3.5x-4.0x in the coming years.  S&P forecasts that it could
reduce leverage from 2017.  On the other hand, S&P's assessment
also takes into account its expectation that free operating cash
flows (FOCF) will be neutral to slightly positive in the coming
years, because of the relatively high capital expenditure (capex)
program.  The company has no dividend policy.

In S&P's base-case scenario, it assumes that Arvedi's adjusted
EBITDA will be EUR200 million-EUR210 million in 2015 and 2016,
compared with EUR192 million in 2014.  S&P's scenario factors in
these assumptions:

   -- An expansion in the demand for steel in Europe by 1%-2% in
      2015 and by more in 2016.  Production of about 3.3mt of
      carbon steel from the existing facilities, representing
      almost full utilization rates.  According to the company,
      some increase in production is expected in the second half
      of 2016 when the new CRC facility comes into use.  Some
      benefit from the vertical integration into the recently
      acquired pig iron operations.

   -- EBITDA margins between 9.0%-9.5%.

   -- Capital expenditure of about EUR100 million a year.

   -- Sustainable working capital levels of about EUR100 million,
      above the level recorded in December 2014.  No dividends.

The EIB facility includes several financial covenants.  Under
S&P's base-case scenario, the company will have ample headroom.

The stable outlook reflects S&P's expectations that Arvedi will
continue to generate stable EBITDA, and gain when its new
production lines start in 2017.  S&P views debt to EBITDA of
3.5x-4.0x as commensurate with the current rating.

S&P could lower the rating if it sees a deterioration in Arvedi's
operating efficiency, leading to lower margins, combined with
some delays in executing the capex program.  S&P could lower the
rating if debt to EBITDA looked likely to rise above 4.5x without
much prospect of recovering.

Pressure on the company's liquidity from unexpected cash burns
due to swings in working capital could also trigger a negative
rating action.

S&P would expect to consider an upgrade only after some of the
current projects are completed and the company has a longer track
record of liquidity management after its shift to long-term
financing, away from short-term financing.


ITAS MUTUA: Fitch Assigns 'BB(EXP)' Rating to Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has assigned Italian insurer ITAS Mutua's (ITAS)
proposed issue of dated euro-denominated subordinated notes an
expected rating of 'BB(EXP)'.

The final rating is contingent on the receipt of final documents
conforming to information already received.

Fitch has simultaneously affirmed ITAS's Insurer Financial
Strength (IFS) rating at 'BBB' and published a Long-term Issuer
Default Rating (IDR) of 'BBB-'. The Outlooks are Stable.

KEY RATING DRIVERS

ITAS is proposing to issue subordinated fixed rate notes due in
2025. The proceeds of the subordinated notes will be used to
improve the company's capital position following the purchase of
the Italian subsidiary of Royal & Sun Alliance.

Fitch classifies Italy as an effective group solvency regulatory
environment. As a result, Fitch uses a recovery assumption of
'Good' for the IFS rating, and notches down the IDR from the IFS
rating by one notch, resulting in the IDR of 'BBB-'.

The baseline recovery assumption for the debt, based on Italy's
regulatory environment, is 'below average' which results in one
downward notch being applied to the IDR for expected recovery.
Furthermore, the issuance is a Solvency II Tier II hybrid with
mandatory deferral triggers referencing a Solvency Capital Event,
which result in a 'Moderate' risk of non-performance and
consequently a further notch down from the IDR. As a result the
expected rating on the debt is two notches below the IDR at
'BB(EXP)'.

According to Fitch's methodology, this subordinated bond is
classified as 100% capital due to regulatory override within
Fitch's risk-based capital calculation and is classified as 100%
debt for the agency's financial leverage calculations.

ITAS's ratings reflect the company's niche position in the
Italian insurance market as well as their strong capital
adequacy. The solvency margin is sensitive to changes in the
value of Italian government bonds but Fitch expects ITAS to
maintain a capital position that is at least commensurate with
the 'BBB' category.

ITAS is expected to complete the acquisition of the Italian
subsidiary of Royal & Sun Alliance with an effective date of
January 1, 2016. The acquisition will increase ITAS's size and
scale but carries significant execution risk.

On completion, Fitch expects ITAS's net written premium and non-
life liabilities to increase to over EUR1 billion, respectively,
from EUR462 million and EUR678 million in 2014. ITAS also has
life liabilities of EUR1.4 billion. The transaction is expected
to increase ITAS's geographical diversification in the north west
of Italy given that the insurer's current business is
concentrated in the north east. The company will also start
writing engineering and transport business in addition to motor.

RATING SENSITIVITIES

Key rating triggers for a downgrade of ITAS's ratings include the
consolidated combined ratio increasing to above 103% for a
sustained period (2014: 99%), regulatory solvency falling below
150% for a prolonged period (2014: 176%) or materialization of
execution risk associated with a transaction of this size. A
downgrade of Italy by two or more notches could also lead to a
downgrade of ITAS's ratings.

Greater scale and diversification through profitable growth, a
combined ratio that remains below 100% or below the market
average, and robust group regulatory solvency of no lower than
175% could also lead to an upgrade. If Italy's sovereign rating
is upgraded ITAS's rating could also be upgraded provided that
net profitability and strong capital ratios are maintained.


SINTESI SOCIETA: Shareholders Won't Proceed With Dissolution
------------------------------------------------------------
Reuters reports that Sintesi Societa di Investimenti e
Partecipazioni SpA (Sintesi)'s shareholders decide not to proceed
with dissolution and liquidation of company.



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


TSESNA-GARANT: S&P Raises IFSR and CCR to 'B+', Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
insurer financial strength and counterparty credit ratings on
Kazakhstan-based Insurance Company Tsesna-Garant JSC to 'B+' from
'B'.  The outlook is stable.

At the same time, S&P raised its Kazakhstan national scale rating
on the company to 'kzBBB' from 'kzBB+'.

The upgrade reflects S&P's view of Tsesna-Garant's gradually
improving competitive position, thanks to better operating
performance than in previous years and a more-balanced approach
to underwriting.  These factors led S&P to revise its assessment
of the company's competitive position upward, to less than
adequate from weak, and subsequently the business risk profile
assessment to vulnerable from highly vulnerable.

With gross premiums written (GPW) of Kazakhstani tenge (KZT) 10.7
billion (about $59 million) in 2014, Tsesna-Garant managed to
improve its position as one of the top 10 insurers in Kazakhstan,
and in the top five based on net premiums written.  S&P expects
this will continue in 2015-2016.  The company's management became
more focused on qualitative selection of risks in 2014, which led
to a 33% drop in GPW in that year.  However, S&P still sees the
potential for volatility in Tsesna-Garant's competitive position,
largely depending on further development of motor insurance
business, which represented 78% of the company's insurance
portfolio based on GPW in the first five months of 2015; and on
its ability to penetrate the corporate insurance segment.

In S&P's current base-case scenario, it expects at least 10%
premium growth through retention of current business and new
retail and corporate clients.  Growth can be also supported by
further integration between Tsesna-Garant and its parent with
regard to insurance of mortgaged property.

S&P notes that Tsesnabank's established and recognizable brand is
helping Tsesna-Garant build its domestic franchise.  S&P now
regards Tsesna-Garant as strategically important to Tsesnabank
rather than moderately strategic, according to S&P's group
methodology, taking into account Tsesnabank's track record of
support for, and long-term commitment to, the insurance company.

S&P views Tsesna-Garant's capital and earnings as moderately
strong due to the continuous commitment of its owner.  In 2013,
Tsesnabank increased the company's capital to KZT6 billion from
KZT3.6 billion, covering a 2013 net loss of KZT1 billion.  In
2014, it injected an additional KZT2 billion to help the company
take on large corporate business, which is still under
development.  Without these two capital injections, Tsesna-
Garant's capital would have been insufficient to cover
substantial losses in its motor portfolio in 2013.  S&P expects
Tsesna-Garant's capitalization to remain at least moderately
strong, despite expected insurance premium growth and related
increases in claims reserves.

In S&P's view, the company's risk position remains high,
reflecting the concentration of its investments in Kazakhstan's
banking sector and volatile earnings due to underwriting losses
in previous years.  The company is becoming more exposed to
credit risks stemming from investments in fixed-income Kazakh
instruments, whose average credit quality has weakened to 'BB'
from 'BBB'.

Currency risk is quite acute, in S&P's view, since about 50% of
the invested assets are denominated in foreign currency
(primarily U.S. dollars).  Tsesna-Garant has an open currency
position relating to the devaluation of the Kazakhstani tenge in
February 2014, and a further devaluation is expected in the
second half of 2015.  S&P understands that it is a market trend
for insurers to allocate most of their investments in foreign
currency to accumulate or preserve profit.

S&P now considers Tsesna-Garant's financial flexibility to be
adequate instead of less than adequate, due to the parent's
commitment to supporting its subsidiary, as demonstrated in 2012-
2014.  S&P also considers that Tsesna-Garant's current capital is
sufficient to finance premium growth and claims.

The stable outlook reflects S&P's expectation that Tsesna-Garant
will maintain its financial profile over the next 12-18 months,
in view of its moderately strong capital and earnings.  Moreover,
in S&P's view, the company will be able to show gradual
improvements in its operating performance, further supporting its
competitive position.

A negative rating action is unlikely, in S&P's view, given
Tsesna-Garant's current capitalization and expected group support
in the event of need, unless the company's competitive position
weakens.

Also, a negative rating action on Tsesnabank can trigger a
negative rating action on Tsesna-Garant because the rating on the
parent caps the rating on Tsesna-Garant, according to S&P's group
methodology.

A positive rating action is remote at this stage and will depend
on improvements in Tsesna-Garant's stand-alone credit profile and
any rating actions on Tsesnabank.  Considering the company's
recent history and its reliance on parental support, S&P do not
expect to rate Tsesna-Garant higher than Tsesnabank.



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


LEHMAN BROTHERS: Third Dividend Distribution Set for Aug. 21
------------------------------------------------------------
The Luxembourg District Court sitting in commercial matters
entered court order No. 1255/2015 dated July 15, 2015, setting
August 21, 2015, as the date for the account closing in view of
the distribution of a third dividend by Lehman Brothers
(Luxembourg) S.A., in judicial liquidation (Trade Register (RCS)
filing reference B39564) with registered office at 29, Avenue
Monterey L-2163, Luxembourg City.

Creditors of the Company who have yet filed their claim(s) are
requested to file their claim(s) before August 21 with the
Clerk's office of the Luxembourg District Court, 2nd Chamber,
Cite Judiciare, L-2080 Luxembourg City.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. was the fourth largest investment
bank in the United States.  For more than 150 years, Lehman
Brothers has been a leader in the global financial markets by
serving the financial needs of corporations, governmental units,
institutional clients and individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion.  As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.


TELENET FINANCE VI: S&P Assigns 'B+' Rating to EUR530MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B+' issue rating to the EUR530 million senior secured fixed-rate
notes issued by special-purpose vehicle (SPV) Telenet Finance VI
Luxembourg S. C. A. (Telenet VI), which is incorporated as a
company under Luxembourg law.  S&P has not assigned a corporate
credit rating to Telenet Finance VI, nor have S&P assigned a
recovery rating to the notes.

S&P understands that the proceeds from the senior secured notes
will be lent on to Telenet International Finance S.a r.l. and its
subsidiaries via a back-to-back loan.  S&P is assigning a 'B+'
issue rating to this loan (Facility AB).  At the same time, S&P
is assigning a recovery rating of '3' to the loan, indicating
recovery prospects in the event of a payment default in the lower
half of the 50%-70% range.

The issue rating on the senior secured notes is based on the
notes' first-ranking security interest over Telenet VI's rights
to, and benefit in, the Facility AB loan, which, in turn, has all
the same rights (in terms of security and guarantee package) as a
lender under the Telenet group's existing bank facility.  The
ratings are also based on the direct pass-through of the economic
benefit of the Facility AB loan to the noteholders, through notes
whose terms mirror those of the loan.

Telenet VI is an orphan SPV and its activity is limited to
issuing the notes and lending the proceeds on to Telenet group
entities. These features offset the fact that neither Telenet nor
any of its subsidiaries guarantee or provide any credit support
to the SPV, and that the notes do not have a direct claim on the
cash flows and assets of the Telenet group.  S&P's issue rating
is also based on its understanding that, if the issuer were to
make use of the provisions in the documentation allowing a
transfer to a Belgian-based SPV issuer, the provisions governing
the issuer and the notes would transfer to the new issuer.

Telenet International Finance will use the proceeds of the new
facility to redeem the EUR500 million Facility M, which is linked
to the senior secured notes due 2020.

RECOVERY ANALYSIS
   -- S&P's hypothetical default assumes materially increasing
      competitive pressure and additional costs related to the
      acquisition of mobile operator BASE by the Telenet group
      and, to a lesser extent, unfavorable regulatory changes
      resulting in lower-than-expected revenues and lower
      margins.

   -- S&P values Telenet as a going concern, given S&P's view of
      its leading market position, the superior quality of its
      network, and the high barriers of entry in the industry.

Simulated default assumptions
   -- Year of default: 2019
   -- EBITDA at emergence: EUR635 million
   -- Implied enterprise value multiple: 5.5x
   -- Jurisdiction: Belgium

Simplified waterfall
   -- Gross enterprise value at default: EUR3,490 million
   -- Administrative costs: EUR245 million
   -- Net value available to creditors: EUR3,245 million
   -- Priority claims: EUR495 million
   -- Senior secured debt claims: EUR4,685 million*
      --Recovery expectation: 50%-70% (lower half of the range)

*All debt amounts include six months of prepetition interest.



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


BABSON EURO 2015-1: Moody's Assigns B2 Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned these
provisional ratings to notes to be issued by Babson Euro CLO
2015-1 B.V.:

  EUR206,700,000 Class A-1 Senior Secured Floating Rate Notes due
   2029, Assigned (P)Aaa (sf)

  EUR5,300,000 Class A-2 Senior Secured Fixed Rate Notes due
   2029, Assigned (P)Aaa (sf)

  EUR26,400,000 Class A-3 Senior Secured Fixed/Floating Rate
   Notes due 2029, Assigned (P)Aaa (sf)

  EUR32,600,000 Class B-1 Senior Secured Floating Rate Notes due
   2029, Assigned (P)Aa2 (sf)

  EUR10,600,000 Class B-2 Senior Secured Fixed Rate Notes
   due 2029, Assigned (P)Aa2 (sf)

  EUR22,000,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2029, Assigned (P)A2 (sf)

  EUR21,600,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2029, Assigned (P)Baa2 (sf)

  EUR31,200,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2029, Assigned (P)Ba2 (sf)

  EUR12,400,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2029, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2029.  The provisional ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure.  Furthermore, Moody's
is of the opinion that the collateral manager, Babson Capital
Management (UK) Limited ("Babson"), has sufficient experience and
operational capacity and is capable of managing this CLO.

Babson Euro CLO 2015-1 B.V. is a managed cash flow CLO.  At least
90% of the portfolio must consist of senior secured obligations
and up to 10% of the portfolio may consist of senior unsecured
obligations, second-lien loans, mezzanine obligations and high
yield bonds.  The portfolio is expected to be 70% ramped up as of
the closing date and to be comprised predominantly of corporate
loans to obligors domiciled in Western Europe.  The remainder of
the portfolio will be acquired during the six month ramp-up
period in compliance with the portfolio guidelines.

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

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR 47,400,000 of subordinated notes which will
not be rated.

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

Factors that would lead to an upgrade or downgrade of the rating:
The rated notes' performance is subject to uncertainty.  The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change.  Babson's investment decisions
and management of the transaction will also affect the notes'
performance.

Loss and Cash Flow Analysis:

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

Moody's used these base-case modeling assumptions:
Par Amount: EUR 400,000,000
Diversity Score: 35
Weighted Average Rating Factor (WARF): 2785
Weighted Average Spread (WAS): 4.10%
Weighted Average Coupon (WAC): 5.50%
Weighted Average Recovery Rate (WARR): 39.80%
Weighted Average Life (WAL): 8 years

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3202 from 2785)
Ratings Impact in Rating Notches:
Class A-1 Senior Secured Floating Rate Notes: 0
Class A-2 Senior Secured Fixed Rate Notes: 0
Class A-3 Senior Secured Fixed/Floating Rate Notes: 0
Class B-1 Senior Secured Floating Rate Notes: -2
Class B-2 Senior Secured Fixed Rate Notes: -2
Class C Senior Secured Deferrable Floating Rate Notes:-2
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -1
Class F Senior Secured Deferrable Floating Rate Notes:0
Percentage Change in WARF: WARF +30% (to 3620 from 2785)
Class A-1 Senior Secured Floating Rate Notes: -1
Class A-2 Senior Secured Fixed Rate Notes: -1
Class A-3 Senior Secured Fixed/Floating Rate Notes: -1
Class B-1 Senior Secured Floating Rate Notes: -3
Class B-2 Senior Secured Fixed Rate Notes: -3
Class C Senior Secured Deferrable Floating Rate Notes: -4
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -2
Class F Senior Secured Deferrable Floating Rate Notes: -2


BABSON EURO 2015-1: Fitch Rates Class F Notes 'B-(EXP)sf'
---------------------------------------------------------
Fitch Ratings has assigned Babson Euro CLO 2015-1 B.V.'s notes
expected ratings as follows:

Class A-1: 'AAA(EXP)sf'; Outlook Stable
Class A-2: 'AAA(EXP)sf'; Outlook Stable
Class A-3: 'AAA(EXP)sf'; Outlook Stable
Class B-1: 'AA(EXP)sf'; Outlook Stable
Class B-1: 'AA(EXP)sf'; Outlook Stable
Class C: 'A(EXP)sf'; Outlook Stable
Class D: 'BBB(EXP)sf'; Outlook Stable
Class E: 'BB(EXP)sf'; Outlook Stable
Class F: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

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

Babson Euro CLO 2015-1 B.V. is a cash flow collateralized loan
obligation (CLO).

KEY RATING DRIVERS

Moderate Portfolio Credit Quality

Fitch has public ratings or credit opinions on 61 of the 64
obligors in the identified portfolio and has determined the
average credit quality to be in the 'B' to 'B-' range. The
weighted average rating factor (WARF) of the identified portfolio
(56.8% of target par) is 35.2, while the covenanted maximum Fitch
WARF for assigning expected ratings is 35.5.

High Expected Recoveries

At least 90% of the portfolio will comprise senior secured
obligations. Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings to 63 of the 66
obligations. The weighted average recovery rating (WARR) of the
identified portfolio is 68.7%, while the covenanted minimum Fitch
WARR for assigning expected ratings is 66.0%.

Diversified Asset Portfolio

Unlike the majority of other CLO 2.0s, this transaction contains
a covenant that limits the top 10 obligors in the portfolio to
20% of the portfolio balance. This ensures that the asset
portfolio will remain granular, which provides a significant
benefit in high stress scenarios, where increased diversification
reduces expected default rates.

Limited Interest Rate Risk

Interest rate risk is naturally hedged for most of the portfolio,
as fixed rate liabilities and assets initially represent 11% and
up to 15% of target par, respectively. As the majority of fixed-
paying liabilities are senior in the structure and the class A-3
notes switch to floating after five years, the proportion of
fixed rate liabilities will reduce after the reinvestment period.

Hedged Non-Euro Assets Exposure

The transaction is permitted to invest up to 20% of the portfolio
in non-euro assets, provided perfect asset swaps can be entered
into.

TRANSACTION SUMMARY

Net proceeds from the issuance of the notes are being used to
purchase a EUR400m portfolio of mostly euro-denominated leveraged
loans and bonds. The transaction features a four-year
reinvestment period and the portfolio is managed by Babson
Capital Management (UK) Limited.

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

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

RATING SENSITIVITIES

A 25% increase in the expected obligor default probability would
lead to a downgrade of one to two notches for the rated notes.

A 25% reduction in expected recovery rates would lead to a
downgrade of one to four notches for the rated notes.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognized
Statistical Rating Organizations and/or European Securities and
Markets Authority registered rating agencies. Fitch has relied on
the practices of the relevant Fitch groups and/or other rating
agencies to assess the asset portfolio information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


FC TWENTE: Gets Clearance to Play After Eredvisie OKs Debt Plan
---------------------------------------------------------------
Samindra Kunti at Insider World Football reports that FC Twente
will start the new Eredivisie without a points deduction or any
other sanctions after the Dutch FA KNVB approved the club's new
plan to further reduce its debts.

"This is good news," the report quoted Twente's finance director
Gerald van den Belt.  "There have been firm cuts.  We have had to
say goodbye to 70, 75 people, so it has been a decent half year,"
Mr. van den Belt added.

Last season, it emerged that FC Twente were in financial trouble,
overspending after the windfall from the Champions League
qualification in the 2010/11 season and investing in a state-of-
the-art stadium, the report relates.  The club implemented
measures after pressure from the KBVB in the form of a six points
deduction punishment, but the club still has EUR90 million in
debts, according to Mr. van den Belt, Insider World Football
notes.

Last year, the club had an operational deficit of EUR8 million,
by the 2016/17 season Twente wants to reduce its financial budget
to EUR35 million to further streamline its operations, the report
relays.

"In all honesty, we have to say that we still need to borrow in
order to ensure a cashflow in the coming months," admitted Mr.
van den Belt.  "But the fact that we get that loan also indicates
that there is sufficient confidence in Twente," admitted Mr. van
den Belt added.

The report notes that Mr. Van den Belt admitted that Twente will
have to restructure its debts.

The club is also reducing its wage bill and cashing in on
transfers, the report says.  This summer, Luc Castaignos, Andreas
Bjelland, Cuco Martina and Bilal Ould-Chikh all left Enschede,
leading to a transfer surplus of EUR8 million, the report addds.


GARDA CLO BV: S&P Affirms 'CCC' Rating on Class F Notes
-------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Garda CLO B.V.'s class A, B, and C notes.  At the same time, S&P
has affirmed its ratings on the class D, E, and F notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the May 29, 2015 trustee report and
the application of S&P's relevant criteria.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on S&P's stress
assumptions, that a tranche can withstand and still fully repay
the noteholders.  In S&P's analysis, it used the portfolio
balance that it considers to be performing (EUR132,833,245.45),
the weighted-average spread (3.56%), and the weighted-average
recovery rates calculated in line with S&P's corporate
collateralized debt obligation (CDO) criteria.  S&P applied
various cash flow stresses, using its standard default patterns,
in conjunction with different interest rate stress scenarios.

Since S&P's June 18, 2014 review, the aggregate collateral
balance has decreased by 49.75% to EUR137.54 million from
EUR273.69 million.

The class A and E notes have amortized by EUR130.53 million and
EUR0.59 million, respectively, since S&P's previous review.  In
S&P's view, this has increased the available credit enhancement
for all rated classes of notes.  S&P has also observed that the
weighted-average spread has decreased, while the concentration of
'CCC' category ('CCC+', 'CCC', and 'CCC-') rated assets has
increased since S&P's previous review.

Non-euro-denominated assets comprise 8.91% of the aggregate
collateral balance.  A cross-currency swap agreement hedges these
assets.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparty does not perform, and where the
transaction is therefore exposed to changes in currency rates.

Of the transaction's aggregate collateral balance, 15.70% is
exposed to country risk through Spain (BBB/Stable/A-2), and 3.50%
through Italy (BBB-/Stable/A-3; unsolicited).  Under S&P's
nonsovereign ratings criteria, it limits the credit given to
assets in countries with a sovereign rating of more than six
notches below the liabilities' rating, to 10% of the total
collateral.  Therefore, S&P applied a EUR12.65 million haircut
(discount) to the collateral in our 'AAA' and 'AA+' cash flow
scenarios.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty criteria
and S&P's nonsovereign ratings criteria, it considers that the
available credit enhancement for the class A, B, and C notes is
commensurate with higher ratings than those previously assigned.
S&P has therefore raised to 'AAA (sf)' from 'AA (sf)' its rating
on the class A notes, to 'AA (sf)' from 'A+ (sf)' its rating on
the class B notes, and to 'A+ (sf)' from 'BBB+ (sf)' its rating
on the class C notes.

S&P's analysis also indicates that the available credit
enhancement for the class D, E, and F notes is commensurate with
their currently assigned ratings.  S&P has therefore affirmed its
'BB- (sf)', 'B (sf)', and 'CCC (sf)' ratings on the class D, E,
and F notes, respectively.

Garda CLO is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms.  The transaction closed in February 2007 and its
reinvestment period ended in April 2013.  3i Debt Management
Investments Ltd. is the transaction manager.

RATINGS LIST

Class             Rating
            To                 From

Garda CLO B.V.
EUR358 Million Senior and Deferrable Interest Floating-Rate Notes

Ratings Raised

A           AAA (sf)           AA (sf)
B           AA (sf)            A+ (sf)
C           A+ (sf)            BBB+ (sf)

Ratings Affirmed

D           BB- (sf)
E           B (sf)
F           CCC (sf)


GLOBAL UNIVERSITY: S&P Assigns 'B+' CCR, Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Netherlands-incorporated private
provider of higher education, Global University Systems Holding
BV (GUS).  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
GBP234.4 million senior secured bond due 2020, issued by GUS'
subsidiary Lake Bridge International PLC.  The recovery rating on
this bond is '3', indicating S&P's expectation of average
recovery in the event of a payment default, in the higher half of
the 50%-70% range.

S&P also assigned a 'BB' issue rating, with a '1' recovery rating
(90%-100% recovery in the event of a payment default) to the
group's GBP15 million super senior revolving credit facility
(RCF).

The 'B+' rating assignment follows GUS' acquisition of University
of Law (Ulaw), a leading provider of legal education and training
in the U.K., and the group's use of a bridge loan to finance the
deal.  GUS is refinancing its existing debt, including the bridge
loan, by issuing the GBP234.4 million senior secured bond.  The
rating mainly reflects S&P's assessments of GUS' business risk
profile as "weak" and its financial risk profile as "aggressive."

GUS' weak business risk reflects S&P's view of the group's
limited geographic diversification outside the U.K., and its
somewhat limited scale and operations in a small market.  The
U.K. market for undergraduate and postgraduate offerings
primarily consists of public education providers, with only 3% of
undergraduates and 9% of postgraduates taught by private higher
education institutions.

In S&P's business risk assessment, it also factors in the group's
exposure to government funding and regulation, as well as S&P's
view of some integration risks following the Ulaw acquisition and
GUS operating its U.K.-regulated institutions under the
university umbrella in the future.  However, S&P believes that
the group's strong brands and established relationships with
accrediting bodies and other regulators, as well as its "TDAP"
(Taught Degree-Awarding Powers) and university title following
the Ulaw acquisition, will enable the combined group to maintain
a leading market position in the growing private higher education
market in the U.K.  S&P also views favorably the group's
diversification in terms of disciplines and student domiciles,
reducing its exposure to the economic cycle and regulatory
changes.  Lastly, S&P thinks that the group's brands, flexible
timetables, and digital capabilities will enable it to retain and
attract students, providing some degree of visibility on
revenues.

The aggressive financial risk profile reflects GUS' funds from
operations (FFO)-to-debt ratio below 20% on a three-year weighted
average basis, its adjusted leverage (debt to EBITDA) of about
4x, adjusted EBITDA-to-cash interest above 3x, as well as its
modest -- albeit positive -- free cash flow generation.

With limited debt over the past three years, GUS has issued a
GBP234.4 million senior secured bond to finance the acquisition
of Ulaw from financial sponsor Montagu and refinance its existing
debt.  Post transaction, S&P calculates adjusted leverage of
4.4x, after a 100% haircut of cash on the balance sheet, as per
S&P's criteria when it assess business risk as weak.  S&P
projects leverage will gradually fall, primarily thanks to EBITDA
growth, and in line with the group's board-approved commitment to
reduce and maintain net reported leverage below 2x in fiscal 2017
and beyond.  S&P forecasts positive, but small, reported free
cash flow of less than GBP15 million annually over the next
couple of years, after accounting for maintenance capital
expenditures (capex) and expansion of the product portfolio and
online courses. S&P's view of GUS' aggressive financial risk also
incorporates GUS' operations with significant leverage for the
first time. However, S&P acknowledges that GUS' business model is
relatively low in capital intensity, leading to some flexibility
in expansion capex.

S&P's 'B+' rating incorporates these assumptions:

   -- S&P's projections of GDP growth of 2.8% in 2015 and 2.6% in
      2016 in the U.K.

   -- A generally stable regulatory environment over the next
      five years for private providers of higher education in the
      U.K. following the recent elections.

   -- Expansion of the group's product portfolio and online
      offering, and leverage of GUS' recruitment platform for
      Ulaw, resulting in revenue growth in the high single digits
      for the combined group.

   -- Modest improvement in the combined group's adjusted EBITDA
      margin to about 30% in 2017, from 28% estimated in 2015.

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

   -- Debt-to-EBITDA of 4x on a three-year weighted average basis
      for 2015-2017;

   -- EBITDA-to-cash interest above 3x for the same period; and

   -- Nominal free cash flow generation (after expansion capex)
      of GBP5 million-GBP15 million annually.

The stable outlook reflects S&P's view that, pro forma the
acquisition of Ulaw, GUS will post high-single-digit growth in
revenues, with EBITDA margins approaching 30%, while keeping its
credit metrics in the aggressive financial risk category, namely
with FFO to debt in the 12%-20% range, and debt-to-EBITDA below
5x on a fully adjusted basis.

In addition, S&P views the group's ratio of EBITDA to cash
interest of above 3x and positive -- albeit modest -- free cash
flow generation after expansion capex as commensurate with the
'B+' rating.

S&P could lower the rating if GUS' expected growth in revenues
and EBITDA doesn't materialize, leading to EBITDA-to-cash
interest sustainably below 3x and negative free cash flow
generation.  S&P could also lower the rating if leverage exceeds
5x, due to, for example, further unexpected debt-financed
acquisitions.

S&P views an upgrade as remote at this stage due to its view of
GUS' niche market position as a small private provider of higher
education in the U.K., with limited diversification outside the
U.K.  In addition, S&P's forecast already encompasses significant
improvement in the group's performance and metrics, in line with
the group's commitment to reduce current leverage.  That said,
S&P could consider an upgrade if the group continues to expand
outside the U.K. and consolidates its leading position in its
domestic market, while materially improving free cash flow
generation.


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


MOBILE TELESYSTEMS: S&P Affirms 'BB+' CCR, Outlook Remains Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'BB+' long-term corporate credit rating on Russia's largest
telecommunications operator, Mobile TeleSystems (OJSC) (MTS).
The outlook remains negative.

S&P also affirmed its 'BB+' ratings on MTS' senior unsecured
debt. The recovery rating on this debt remains unchanged at '3',
indicating S&P's expectation of meaningful recovery, in the
higher half of the 50%-70% range.

S&P has revised its outlook on Sistema (JSFC) to stable from
negative and affirmed the 'BB' ratings after the civil case
involving Bashneft and Ural-Invest was settled successfully.
Sistema, a Russian holding company, is MTS' parent.  S&P
continues to assess MTS' stand-alone credit profile at 'bbb-' and
view it as an insulated subsidiary of Sistema, due to its
sufficient autonomy and solid governance practices.  As a result,
S&P sees a maximum of two notches difference between the ratings
on MTS and Sistema. However, the rating on MTS continues to be
constrained by the Russian sovereign rating and transfer and
convertibility (T&C) assessment, because S&P believes that MTS
would not be able to withstand a sovereign default.

The rating action also follows S&P's review of MTS' recent
performance and S&P's updated base-case forecasts.  The rating
continues to reflect MTS' strong positions in the Russian and
Ukrainian telecom markets, where it has leading market shares,
robust operating performance, and strong profitability, although
somewhat weaker than previously.  Offsetting these strengths are
MTS' exposure to the increasing country risk in Russia and other
countries in the Commonwealth of Independent States (CIS) and the
general risks of the telecoms industry, such as regulation and
competition.

S&P's rating on MTS remains supported by the company's solid
credit ratios, such as an average historical and Standard &
Poor's forecast debt-to-EBITDA ratio of below 2x. It also
reflects MTS' solid cash-generation profile, which allows the
company to generate substantial free operating cash flow (FOCF)
despite high capital expenditures, in particular, in the first
quarter of 2015. These factors are partly offset by MTS' somewhat
constrained discretionary cash flow generation, due to
significant dividend payouts.

S&P assesses MTS' financial policy as "negative," reflecting the
risk that MTS' leverage could exceed S&P's base-case
expectations, primarily owing to higher-than-expected dividend
distributions. But S&P believes that the pressure from Sistema
for higher dividends at this stage is less likely because, in
S&P's view, Sistema has a sufficiently robust liquidity position.

The negative outlook on MTS mirrors that on the foreign currency
sovereign credit rating on Russian Federation (BB+/Negative/B).
S&P caps the rating on MTS at the 'BB+' T&C assessment for Russia
because MTS does not have any meaningful hard currency earnings.
S&P's T&C assessment for Russia is currently at the same level as
the foreign currency sovereign credit rating.

S&P could lower the rating on MTS if S&P revises the T&C
assessment on Russia further downward or lower S&P's ratings on
Russia.  A downgrade could result from a weaker SACP, which would
result if Standard & Poor's-adjusted debt-to-EBITDA ratio were
consistently higher than 2x and discretionary cash flow
generation turned strongly negative, which S&P do not currently
anticipate. In addition, S&P would consider a negative rating
action if industry or regulatory conditions in any important
jurisdictions where MTS operates significantly deteriorate.  S&P
currently do not see downward pressure from the ratings on
Sistema, given that S&P recently revised Sistema's outlook to
stable.

S&P could revise the outlook to stable or raise the rating if it
took a similar action on Russia.


SISTEMA JSFC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Russian
holding company Sistema (JSFC) to stable from negative.  S&P
affirmed the long-term corporate credit rating at 'BB'.

S&P also affirmed the ratings on the company's senior unsecured
debt at 'BB'.

The outlook change reflects Sistema's successful settlement of
the civil case related to oil company Bashneft, with Sistema
being recognized as a good-faith buyer.  Sistema has won the
civil case against LLC Ural-Invest, one of the companies that
sold Bashneft to Sistema in 2009, for the recovery of losses
after Bashneft returned to Russian government ownership last
October.  Sistema received around Russian ruble (RUB) 50 billion
(equivalent to about US$900 million) in compensation.  The stable
outlook also reflects S&P's expectation that the company is
committed to maintaining a loan-to-value ratio below 20% and
total coverage ratios above 1x.  (The total coverage ratio equals
dividends and management fees received, divided by operating
expenses, tax, net interest expenses, and dividends paid.)

The 'BB' rating continues to reflect Sistema's management and
governance practices, characterized by the company's autonomous
management team, well-defined risk management, and the fact that
a majority of its directors are independent.  These strengths are
partly offset by Sistema's contained reliance on Vladimir
Yevtushenkov, its key shareholder.  Criminal proceedings against
Mr. Yevtushenkov have not been formally closed.  That said, S&P
does not expect this to have a negative effect on Sistema because
Mr. Yevtushenkov has been released from house arrest and because
Sistema was recognized as a bona fide buyer in the Bashneft case.

The rating continues to be supported by the low parent-level
debt. At end of first-quarter 2015, gross reported debt at the
parent, Sistema Holding, was around US$1.3 billion, compared with
US$1.7 billion at the end of first-quarter 2014.  This reduction
was mostly the result of the devaluation of the ruble.  On the
same date, cash and equivalents plus liquid investments comprised
around RUB30 billion (equivalent to around US$550 million),
including RUB8.4 billion received from Ural-Invest LLC in the
first quarter of 2015, but excluding other long-term deposits and
cash received from Ural Invest after the end of the reporting
period.  This amount covered gross debt by more than 40% at the
end of the first quarter of 2015.  Sistema's liquidity position
in the first quarter was supported by the issuance of a RUB10
billion 15-year domestic bond with a put option after 18 months.

S&P forecasts Sistema's average loan-to-value ratio will remain
below 20%, even after taking into account the Bashneft
divestment, which led to a significant reduction in the market
value of Sistema's portfolio after the arrest of Mr. Yevtushenkov
in September 2014.  The portfolio value was also eroded by the
significant devaluation of the ruble and the weak performance of
the Russian stock market.  Sistema's dividend income from its
major remaining asset, telecom company MTS, averages US$400
million-US$500 million per year.  In S&P's view, these dividends,
combined with income from other, smaller assets, should
comfortably cover Sistema's operating expenses and debt service
needs.

Sistema's business risk profile is now even more constrained by
the substantial portfolio concentration on MTS. Sistema's other
assets are much smaller, unlisted, and, in S&P's view, carry
higher risk.  That said, S& notes that Sistema continues to
expand its portfolio. In 2014, in particular, Sistema made
investments in Segezha Pulp and Paper, the Ozon e-commerce
business, and fashion retailer Concept.  The number of small
dividend-paying entities within Sistema's portfolio is gradually
increasing, which partly mitigates the concentration risk.

Sistema continues to be exposed to the risks of operating in
Russia, where essentially all of its cash-generating assets are
based.  On the positive side, Sistema's key asset, MTS, continues
to demonstrate healthy profitability, robust credit metrics, and
a solid dividend payout.

In S&P's base case, it assumes these:

   -- At least RUB40 billion (around $750 million) of dividends
      from MTS per year, in line with its stated policy, of which
      53% accrue to Sistema.

   -- Around US$100 million of dividends in total from Sistema's
      smaller assets.

   -- General and administrative expenses at the corporate center
      level slightly down as a result of cost-reduction
      initiatives.

   -- No further cash flows related to Bashneft.

   -- No new material acquisitions.

   -- The sale of NVision, a supplier of billing solutions, to
      MTS for up to RUB15 billion, including NVision's debt
      obligations, to be closed before the end of 2015.

   -- Sistema to retain some discretion over investments
      (including in subsidiaries) and parent-level dividends,
      which remain very manageable.

S&P does not include in its base case a potential merger between
the Indian telecom business Shyam TeleServices Ltd. (SSTL), one
of Sistema's holdings, and the Indian telecom company Reliance
Communications.  This is because the final decision on the
transaction has not yet been taken.

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

   -- A loan-to-value ratio comfortably below 20%.  If S&P
      includes the value of a put option to acquire Russia's
      17.14% interest in SSTL from March 2016 (worth $777
      million), the ratio might exceed 20% in 2015, but S&P
      expects that it will be comfortably below 20% in 2016.  A
      total coverage ratio slightly higher than 1x.

The stable outlook reflects S&P's expectation that the company is
committed to maintaining a loan-to-value ratio below 20% and a
total interest coverage ratio above 1x. We do not foresee any
additional pressure on Sistema related to Bashneft following its
deconsolidation.

S&P sees the likelihood of an upgrade as limited due to the
current portfolio composition and the risks of operating in
Russia.  However, the rating could benefit from Sistema
increasing its sector diversification and reducing reliance on a
single core asset.  Furthermore, S&P could raise the rating if
Sistema demonstrated its commitment to a prudent investment
policy focused on risk management, including the maintenance of a
loan-to-value ratio below 10% or total interest coverage ratio
trending toward 3x, and if the performance of its key assets
remains solid.

S&P could lower the ratings if Sistema's financial policy is not
sufficiently flexible to adjust investments and parent-level
dividends in response to a reduction in parent-level dividend
income and a weakening Russian macroeconomic environment, or if
Sistema's liquidity materially deteriorates.  A loan-to-value
ratio greater than 20% or total interest coverage ratio below 1x
could trigger a downgrade.


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


CELLNEX TELECOM: S&P Assigns 'BB+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating to Spanish telecom and broadcasting
infrastructure group Cellnex Telecom S.A.  The outlook is stable.

S&P also assigned its 'BB+' issue rating to Cellnex's senior
unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery, in the higher half of the
50%-70% range, in the event of a default.

These ratings are in line with the preliminary ratings S&P
assigned on May 27, 2015.

On May 7, 2015, Abertis Infraestructuras S.A. completed its sale
of 66% of Cellnex through an IPO.  On July 27, 2015, Cellnex
issued EUR600 million medium-term notes -- EUR100 million more
than initially expected -- which it will use to refinance part of
the current debt structure.  Bonds are complemented by a
EUR200 million bank term loan (after EUR100 million was repaid
from the bond proceeds) and a EUR300 million revolving credit
facility (RCF).  At closing, the total reported debt amount was
in line with S&P's initial expectations of EUR1.1 billion.
Through this transaction, Cellnex increased its debt maturity,
removed existing financial covenants and share pledges, and
secured a low interest rate for the long term (the bonds bear a
coupon of 3.125%).

S&P assesses the company's business risk profile as "strong" and
its financial risk profile as "aggressive," as defined in S&P's
corporate methodology criteria.

S&P's base-case assumptions for Cellnex have not changed
materially since S&P assigned the preliminary rating on May 27,
2015.  S&P continues to anticipate revenue growth of 35%-40% in
2015, mainly on the consolidation of assets acquired in 2014 and
2015.  S&P also expects modest organic growth in the telecom
segment, which should offset a 13% decline in broadcast
infrastructure revenues, following the temporary shutdown of nine
channels in Spain.  S&P expect Standard & Poor's-adjusted EBITDA
margins to be stable at about 55%.  Maintenance capital
expenditure (capex) will remain steady at around the historical
level of about 3% of total revenues.  S&P also assumes increased
growth capex, as a percentage of revenues, to support expansion
initiatives.

S&P's rating on Cellnex is constrained by S&P's expectation that
the adjusted debt-to-EBITDA ratio will rise temporarily above 5x
and funds from operations (FFO)-to-debt will be about 15% in
2015. This is partly offset by S&P's anticipation of gradual
deleveraging on solid free operating cash flow (FOCF) and
discretionary cash flow generation, given the limited capex and
dividends (based on the group's dividend policy).  However, S&P
thinks that gradual deleveraging could be constrained by
management's financial policy and S&P expects the adjusted debt-
to-EBITDA ratio to remain about 4.5x-5.0x and FFO to debt to be
about 15% over S&P's forecast horizon until 2017.  S&P's main
debt adjustments include operating lease, accounts receivables
sold, and a put option from Wind Telecomunicazioni relating to
its remaining 10% in Galata.

The stable outlook reflects S&P's anticipation that Cellnex will
maintain an adjusted debt-to-EBITDA ratio of 4.5x-5.0x and FFO to
debt of about 15% over the next 12 months.

S&P could raise the rating if adjusted debt to EBITDA improved to
about 4x and FFO to debt to about 20%, assuming that S&P expected
management to adjust its financial policy to sustain these
levels.

S&P could lower the rating if adjusted debt to EBITDA remained
greater than 5.0x and if FFO to debt fell below 12%.  S&P thinks
this could be caused either by higher-than-expected shareholder
remuneration or debt-funded acquisitions, or by a weaker
operational performance than S&P initially anticipated.


RMBS SANTANDER 1: Moody's Lowers Rating on Class B Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of FTA RMBS
Santander 1's classes A and B notes, and affirmed the ratings of
the class C notes.  These rating actions follow Moody's review of
the recent structural changes to FTA RMBS Santander 1 and
concluded that these amendments have both neutral and negative
impact on the ratings, depending on the ranking of the notes:

Issuer: FTA RMBS Santander 1

  EUR962 mil. A Notes, Downgraded to A2 (sf); previously on
   Jan. 23, 2015 Upgraded to A1 (sf)

  EUR338 mil. B Notes, Downgraded to Caa1 (sf); previously on
   Jan. 23, 2015 Upgraded to B2 (sf)

  EUR195 mil. C Notes, Affirmed Ca (sf); previously on June 23,
   2014 Definitive Rating Assigned Ca (sf)

RATINGS RATIONALE

The structural amendments relates to a reduction of the size of
the reserve fund from 15.0% of the initial amount of classes A
and B notes at closing to 5.0% of the outstanding amount of the
classes A and B notes.  The reserve fund was funded by the
issuance of the class C notes.  Consequently, Class C will
amortize to EUR59.8 million equal to 5.0% of the new outstanding
amount of classes A and B.

The size of the class A will decrease to EUR838.3 million, which
will represent 70% of the classes A and B notes.  The
amortization on the class A will be on an extraordinary payment
date, as described in the amendment.  Simultaneously, there will
be an increase in the size of the class B to EUR359.3 million
which will represent 30% of the classes A and B notes.  Classes A
and Class B will not benefit from sufficient credit enhancement
to maintain the rating of the notes.

In reaching this conclusion, Moody's has taken into consideration
the characteristics of the mortgage pool, the current level of
credit enhancement and the level of credit enhancement that will
be present in the transaction after the amendments have taken
place, together with the amount of liquidity within the
transaction given by the new reserve fund level.  However,
Moody's opinion addresses only the credit impact associated with
the proposed amendment, and Moody's is not expressing any opinion
as to whether the amendment has, or could have, other non-credit
related effects that may have a detrimental impact on the
interests of note holders and/or counterparties.

The key collateral assumptions have not been updated as part of
this restructuring.  The performance of the underlying asset
portfolio remains in line with Moody's assumptions.

Moody's rating analysis also took into consideration the exposure
to key transaction counterparties, including the roles of
servicer and account bank provided by Banco Santander S.A.
(Spain) (A3 (cr)/P-2 (cr)).

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

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

At the time the deal was restructured, the model output indicated
that the Series A notes would have achieved an A2 if the expected
loss was as high as 18.3% and the MILAN CE was 40.0% and all
other factors were constant.

The principal methodology used in these ratings was Moody's
Approach To Rating RMBS Using the MILAN Framework published in
January 2015.

The analysis undertaken by Moody's at the initial assignment of a
rating for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

Moody's will continue monitoring the ratings.  Any change in the
ratings will be publicly disseminated by Moody's through
appropriate media.

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

TRANSACTION FEATURES

The transaction is a securitization of Spanish prime mortgage
loans originated by Banco Santander S.A. (Spain) (A3 (cr) /P-2
(cr)) to obligors located in Spain.  The portfolio consists of
high Loan To Value ("HLTV") mortgage loans secured by residential
properties including a high percentage of renegotiated loans
(36%).

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

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

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


RMBS SANTANDER 2: Moody's Cuts Rating on Class B Notes to Caa1
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of FTA RMBS
Santander 2's classes A and C notes, and downgraded the ratings
of the class B notes.  These rating actions follow Moody's review
of the recent structural changes to FTA RMBS Santander 2 and
concluded that these amendments have both neutral and negative
impact on the ratings, depending on the ranking of the notes:

Issuer: FTA RMBS Santander 2

  EUR2520 mil. A Notes, Affirmed A2 (sf); previously on Jan. 23,
   2015 Upgraded to A2 (sf)

  EUR480 mil. B Notes, Downgraded to Caa1 (sf); previously on
   Jan. 23, 2015 Upgraded to B1 (sf)

  EUR450 mil. C Notes, Affirmed Ca (sf); previously on July 14,
   2014 Definitive Rating Assigned Ca (sf)

RATINGS RATIONALE

The structural amendments relates to a reduction of the size of
the reserve fund from 15.0% of the initial amount of classes A
and B notes at closing to 5.0% of the outstanding amount of the
classes A and B notes.  The reserve fund was funded by the
issuance of the class C notes.  Consequently, class C will
amortize to EUR142.4million equal to 5.0% of the new outstanding
amount of classes A and B.

The size of the class A will decrease to EUR2,192.9 million which
will represent 77% of the classes A and B notes.  The
amortization on the class A will be on an extraordinary payment
date, as described in the amendment.  Simultaneously, there will
be an increase in the size of the class B to EUR655.1 million
which will represent 23% of the classes A and B notes.  Class A
will benefit from sufficient credit enhancement to maintain the
rating of the notes.  However, class B is negatively impacted
because it will be protected by a lower reserve fund.

In reaching this conclusion, Moody's has taken into consideration
the characteristics of the mortgage pool, the current level of
credit enhancement and the level of credit enhancement that will
be present in the transaction after the amendments have taken
place, together with the amount of liquidity within the
transaction given by the new reserve fund level.  However,
Moody's opinion addresses only the credit impact associated with
the proposed amendment, and Moody's is not expressing any opinion
as to whether the amendment has, or could have, other non-credit
related effects that may have a detrimental impact on the
interests of note holders and/or counterparties.

The key collateral assumptions have not been updated as part of
this restructuring.  The performance of the underlying asset
portfolio remains in line with Moody's assumptions.

Moody's rating analysis also took into consideration the exposure
to key transaction counterparties, including the roles of
servicer and account bank provided by Banco Santander S.A.
(Spain) (A3 (cr)/P-2 (cr)).

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

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

At the time the deal was restructured, the model output indicated
that the Series A notes would have achieved an A2 if the expected
loss was as high as 12.64% and the MILAN CE was 32.0% and all
other factors were constant.

The principal methodology used in these ratings was Moody's
Approach To Rating RMBS Using the MILAN Framework published in
January 2015.

The analysis undertaken by Moody's at the initial assignment of a
rating for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.  Please see Moody's Approach to Rating RMBS Using the
MILAN Framework for further information on Moody's analysis at
the initial rating assignment and the on-going surveillance in
RMBS. Moody's will continue monitoring the ratings.  Any change
in the ratings will be publicly disseminated by Moody's through
appropriate media.

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

TRANSACTION FEATURES

The transaction is a securitization of Spanish prime mortgage
loans originated by Banco Santander S.A. (Spain) (A3 (cr)/P-2
(cr)) to obligors located in Spain.  The portfolio consists of
high Loan To Value ("HLTV") mortgage loans secured by residential
properties including a high percentage of renegotiated loans
(21%).

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

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


VIESGO GENERACION: S&P Assigns 'B+' CCR, Outlook Positive
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Spanish power utility Viesgo
Generacion SLU (formerly known as E.ON Generacion).  The outlook
is positive.

At the same time, S&P assigned its 'B+' issue rating and '3'
recovery rating to the group's senior secured debt, comprising a
EUR275 million loan and a EUR40 million loan, which consists of a
EUR20 million revolving credit facility (RCF) and a EUR20 million
guarantee facility.  The recovery rating reflects S&P's
expectation of a meaningful recovery (at the lower half of the
30%-50% range) in the event of a payment default.

These ratings are in line with the preliminary ratings S&P
assigned on March 10, 2015.  The outlook on the current long-term
corporate credit rating is positive, versus the stable outlook on
the equivalent preliminary rating.

The long-term rating on Viesgo Generacion reflects S&P's
assessment of its "weak" business risk profile and its
"aggressive" financial risk profile.

S&P has assigned a positive outlook because Viesgo Generacion has
potential to reduce its debt faster than S&P previously
anticipated, which could somewhat strengthen its financial risk
profile.  S&P now sees a higher likelihood for a positive rating
action in light of these improvements.

In S&P's opinion, Viesgo Generacion's "weak" business risk
profile reflects the group's limited size, with low market
shares; its asset concentration and related risks of unplanned
outages (with heavy reliance on two plants, accounting for about
80% of EBITDA generation); its exposure to the challenging and
oversupplied Spanish power generation market; and the average-to-
weak positioning of its asset portfolio.  S&P also factors in
earnings volatility that stems from the group's inherent exposure
to commodity prices and, to a lesser extent, hydrology risks,
along with its full exposure to merchant activities.  In
addition, the group has aging coal generation plants, notably in
Puente Nuevo, in the south of Spain.

Mitigating these risks are the positive positioning and track
record of Viesgo Generacion's hydro generation portfolio, the
favorable positioning of the Los Barrios coal plant, the group's
prudent hedging policy, and its balanced and diversified
portfolio by fuel mix that provides some hedging against
fluctuating commodity prices.  S&P also considers that the high
level of coal inventories and pending receivables from both
customers and the Spanish power regulator will support the
group's cash flows in the next two to three years.  Furthermore,
S&P factors in Viesgo Generacion's ability to source material
cash flow streams from ancillary services paid by the grid
operator, which could partly mitigate swings in earnings.  At
this stage, S&P do not factor into its base case any reduction in
the ancillary services income received by the group, but S&P
believes that a review of such regulatory distribution could
impair the group's cash flow profile.

Viesgo Generacion's "aggressive" financial risk profile, in S&P's
view, incorporates the group's high debt, due to the pronounced
size of the proposed shareholder loan, which S&P considers as
debt.  S&P also adjusts group debt for pensions and asset
retirement obligations.  This results in a Standard & Poor's
adjusted debt-to-EBITDA ratio above 7x (slightly above 3x
excluding the shareholder loan).  However, S&P sees the cash flow
metrics, and notably cash interest cover metrics, as being
stronger than S&P's expectations for an "aggressive" financial
risk profile.  S&P notes that the loan documentation prevents any
shareholder distribution over the next two years.  S&P also takes
into account Viesgo Generacion's positive free cash flow
generation, as well as S&P's anticipation of cash inflows from
the supply activities (excluded subsidiary) and the decreasing
coal inventories, which will support debt reduction.

Moreover, S&P acknowledges that the shareholders' investment
policy of having a long-term investment period on generation
assets and maintaining relatively low leverage (debt to EBITDA
before adjustments).  S&P also understands there is little
economic incentive for the shareholders to separate the assets or
to increase debt going forward.

The positive outlook reflects S&P's view of Viesgo Generacion's
potential for rapid debt reduction (on an unadjusted basis) and
its prudent financial policy, which S&P now regards as more
feasible.  S&P now sees a higher likelihood for a positive rating
action in light of a potentially stronger financial risk profile.
The outlook also incorporates what S&P views as an atypical
capital structure, given the preponderance of the shareholder
loans.

S&P could upgrade Viesgo Generacion if S&P sees the
materialization of the senior debt reduction and a strengthening
of the cash coverage metrics, notably FFO cash interest coverage
sustainably well above 4x.  An upgrade also hinges on sustainable
operating performance, notably with regards to EBITDA generation,
absent any negative developments on payment of receivables or
ancillary services.

S&P would revise the outlook to stable if it do not foresee a
rapid reduction in debt, for instance, if S&P sees a delay in the
payment of CNMC receivables.  S&P could lower the rating if
Viesgo Generacion's credit metrics weaken significantly, for
example, as a result of potential operational difficulties at one
of its key plants, adverse regulatory reforms affecting the
payment of ancillary services, or a collapse in dark green
spreads (the difference between the power price and the prices of
coal and carbon), combined with the still-weak environment for
combined cycle plants.



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


ARQIVA BROADCAST: Fitch Affirms 'B-' Rating on GBP600MM Sr. Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the whole business securitisation
(WBS) bonds issued by both Arqiva Financing plc and Arqiva PP
Financing at 'BBB', and the high-yield (HY) bonds issued by
Arqiva Broadcast Finance plc at 'B-'.  The Outlook is Negative on
the WBS bonds and Stable on the HY bonds.

The affirmation of the WBS bonds reflects mainly the appropriate
(despite a downward revision of Fitch's base case) Fitch base
case free cash flow synthetic debt service coverage ratios (FCF
DSCRs), notably on a 20-year basis, of 1.57x, fairly rapid
deleveraging and continued resilience to RPI and Libor
sensitivities.  Fitch expects net senior debt-to-EBITDA under
Fitch's base case to fall to around 3.0x by FY25 (financial year
ending June) (from 5.8x in FY15) and close to 0x by FY30 (which
is broadly in line with our previous review).  The HY bonds
deleveraging profile is also similar to our previous review,
falling to 6.8x in FY20 at maturity from 7.1x in FY15.

Arqiva has performed broadly in line with Fitch's base case with
FY15 EBITDA expected to reach around GBP418.1 mil. and growing
year-on-year by 2.5%.  Since Fitch's last review, Arqiva has
secured some new long-term contracts (notably in radio
broadcasting and smart water metering) and its order book is
maintained at a similar level to last year at GBP6.1 bil.
Fitch's revised base case EBITDA is, however, over 2% lower in
cumulative between FY15 and FY33.  This results mainly from
assumed lower revenues, notably in digital platforms (DP, with
lower pricing) and satellite and media divisions, and harsher
stresses at the renewal of key contracts of the telecoms'
division.

The Negative Outlook reflects the lack of visibility resulting
from Arqiva's strategic overhaul, together with the recent
departures of key personnel such as the CEO, CTO and MD of DP.
Fitch, however, understands from Arqiva that its aim is to
increase focus in more core infrastructure assets, which could be
a credit positive.  To drive this reorientation (which includes
some cost savings initiatives), Arqiva has hired a Chief
Transformation Officer from a specialized advisory firm in
turnaround management.  The recently announced mergers of some
mobile network operators (MNOs) with BT acquiring EE and H3G
acquiring O2 (subject to regulatory approvals) also add some
uncertainties as these may impact the telecoms' business, most
notably at renewals of the key contracts (with a potential
consolidation risk of the wireless towers).

KEY RATING DRIVERS

Fitch has assigned the following attributes to the three key
rating drivers (and relevant sub-KRDs) as per Fitch's UK WBS
criteria.

INDUSTRY PROFILE: 'STRONGER'
(Operating Environment: 'Stronger')
Arqiva is the sole UK national provider of network access and
managed transmission services (regulated by Ofcom) for
terrestrial television and radio broadcasting.  The company owns
and operates all television and 90% of the radio transmission
towers used for digital terrestrial television (DTT) and
terrestrial radio broadcasting in the UK.  Arqiva has long-term
contracts with public service broadcaster customers (who depend
on Arqiva to meet the obligations under their licences to provide
coverage to 98.5% of the UK population) as well as with
commercial broadcasters. Arqiva also owns two of the three main
national DTT commercial multiplexes (out of a total of six) plus
two new (HD-compatible) DTT multiplexes.  Similarly, Arqiva owns
one national commercial digital radio multiplex and, since March
2015, 40% of the second.

Arqiva is also the largest independent provider of wireless tower
sites in the UK, which are licensed to the MNOs and other
wireless network operators, with approximately 25% of the total
active licensed macrocell site market (as of end-March 2015).

Embedded in its industry nature, Arqiva is not exposed to
discretionary spending and its sector is not viewed as cyclical.

(Barriers to Entry: 'Stronger')

The industry's barriers to entry are viewed as high, notably due
to the stringent regulatory framework and the industry's capital-
intensive nature.

(Sustainability: 'Midrange')

Arqiva is exposed to potential changes in technology in the
medium- to long-term with, for instance, the emergence of new
means for content delivery (e.g. IPTV), which may affect pricing,
in particular in the DP and satellite and media divisions
(representing over 15% of Arqiva's revenues each).

COMPANY PROFILE: 'MIDRANGE'

(Financial Performance: 'Midrange')

Overall Arqiva's trading history has been strong with past
reductions in revenues having been typically compensated by gains
in margins.  Since FY08, EBITDA, in particular, had grown
strongly at a CAGR of 7.7% until FY13, when performance turned
subdued. This was followed by a decline of 2% in FY14 and an
expected increase of 2.5% in FY15.  EBITDA margin is also
expected to decline to 49% in FY15 from a peak of 50.8% in FY13.

(Company Operations: 'Midrange')

Fitch views the company's operations positively, as Arqiva has
constantly met its various key contract operating obligations.
Over half of Arqiva's revenues are generated from long-term
contracts (typically RPI-linked with no or little volume risk)
with counterparties with strong credit ratings (such as the BBC,
large MNOs and utilities companies).

Arqiva's sponsors are large and experienced infrastructure funds
with a long-term view.  However, the company has seen some recent
significant changes in management with the departures of the CEO,
CTO and the MD of DP.  The board has recently added a new
management board position of Chief Transformation Officer (until
December 2015) to drive the business transformation programme.
These departures and expected corporate restructuring add some
short-term uncertainty.  Fitch will therefore closely monitor
corporate changes.

(Transparency: 'Midrange')

Good insight into the financials and operations of Arqiva is
balanced by the inherent complexity of the operations, which
hampers its transparency.

(Dependence on Operator: 'Weaker')

Given the specialised and complex nature of Arqiva's operations,
there are only a few alternative operators capable of running
their secured assets, which diminishes the value of
administrative receivership.

(Asset Quality: 'Midrange')

Assets of this nature are very infrequently traded and there are
no alternative values, but assets can be disposed of on an
individual basis or on a going-concern basis.  Maintenance capex
is generally well defined but timing and exact funding amount
could be uncertain.

WBS bonds - DEBT STRUCTURE: 'MIDRANGE'

(Debt Profile: 'Midrange', Security Package: 'Stronger',
Structural Features: 'Midrange')

The senior debt is fully amortizing either by way of cash sweep
or following a fixed schedule.  There are many large swaps
present (due to legacy positions), notably super senior index-
linked (IL) swaps and index-linked swaps overlays (and other
interest rate (IR) and FX swaps), which adds to the complexity of
the debt structure.  These IR and IL swaps essentially slow down
any deleveraging due to either potentially incurred IR swap
breakage cost (following cash sweeps) or IL RPI accretion
paydowns (which occurs every three years until 2027).

Some senior loans are also exposed to some interest rate risk
past their expected maturities.  The senior debt also contains
many prolonged interest-only periods, which is a credit negative.

The senior debt benefits from a typical WBS security package,
namely, first ranking security over freehold / long leasehold
sites with the possibility to appoint an administrative receiver.
The senior debt benefits also from a comprehensive set of
covenants and cash lockup triggers set at moderate levels.  The
issuer liquidity facility covers only 12 months of debt service.
The issuer is not an orphan SPV; however, given the structural
protections in the transaction's legal documentation, the
potential conflicts of interest (due to the non-orphan status of
the SPVs and their directors also being directors of other group
companies) are deemed remote and consistent with the notes'
ratings.

HY bonds - DEBT STRUCTURE: 'WEAKER'

(Debt Profile: 'Weaker', Security Package: 'Weaker', Structural
Features: 'Weaker')

The HY bonds are bullet.  They are deeply structurally
subordinated and would default if dividends pay-out from the WBS
group is disrupted for more than six months.  Their security
package is viewed as weak as it consists of share pledges over
holding companies with no second lien security over the WBS
security package.  The covenants and lockup triggers are
comprehensive but are set at low levels.  The issuer's liquidity
cash reserve account covers only six months of interest payments.

RATING SENSITIVITIES

An unforeseen significant change in regulation (by Ofcom) with
regard to any changes in its pricing formulas (notably for future
DTT or radio broadcasting contracts), licensing costs (e.g.
administrative incentive pricing) or even spectrum allocations
could hit Arqiva's future cash flow and impact the ratings.

The risk of alternative and emerging technologies (such as IPTV)
could also threaten Arqiva's revenues either through technology
obsolescence risk and/or lower ad-pool available to linear TV
content providers.  This risk is currently mitigated by the
potentially rapid deleveraging of the transaction (assuming cash
sweep amortization) and the long-term contracts securing
significant revenues.

As suggested by the Negative Outlook, clearer visibility with
regard to the outcomes of the corporate restructuring and the
mergers of the telecom network operators may impact the ratings.
Additionally, any signs of deterioration in performance against
Fitch's base case impacting, notably the deleveraging profile,
may lead to a downgrade.

SUMMARY OF CREDIT

The transactions are the refinancing of senior and junior bank
debt of Arqiva Financing No.1 and No. 2 Limited through the
issuance of around GBP1,612.5 mil. of WBS notes, GBP180 mil. of
ITL and GBP190 mil. of EIB loan, plus around GBP353.5 mil. of
Finco term loans (the underlying WBS issuer/senior borrower loans
ranking pari-passu with the underlying secured Finco/senior
borrower loans, the ITL and EIB loan), and GBP600 mil. of
structurally subordinated HY notes.  The remaining Finco term
loans are expected to be refinanced under the WBS programme.

The rating actions are:

Arqiva Financing plc (WBS issuer):

   -- GBP164 mil. 5.34% Series 2014-1 notes due 2037: affirmed at
      'BBB'; Negative Outlook

   -- GBP350 mil. 4.04% Series 2013-1a notes due 2035: affirmed
      at 'BBB'; Negative Outlook

   -- GBP400 mil. 4.882% Series 2013-1b notes due 2032: affirmed
      at 'BBB'; Negative Outlook

Arqiva PP Financing plc (WBS issuer - US Private Placement
(USPP)):

   -- USD358 mil. (GBP235.5m equivalent) Series 1 guaranteed
      secured senior notes (WBS) due 2025: affirmed at 'BBB';
      Negative Outlook

   -- GBP163 mil. Series 2 guaranteed secured senior notes (WBS)
      due 2025: affirmed at 'BBB'; Negative Outlook

   -- GBP300 mil. Series 3 guaranteed secured senior notes (WBS)
      bonds due 2029: assigned 'BBB', Negative Outlook

Arqiva Broadcast Finance plc (HY issuer):

   -- GBP600 mil. 9.5% senior notes due 2020: affirmed at 'B-';
      Stable Outlook


VIVAT TRUST: On the Brink of Liquidation
----------------------------------------
Shopshire Star reports that a charity, which let out historic
properties to holidaymakers -- including one in Shropshire -- is
on the brink of going into liquidation.

The Vivat Trust, which let out properties including The Temple at
Badger Dingle, between Bridgnorth and Albrighton, has appointed
insolvency practitioners Begbies Traynor, according to Shopshire
Star.

Customers, who can pay up to GBP2,000 per week to stay in
historic properties managed by the Hereford-based charity, have
now had their holidays cancelled.

They will now have to wait to hear from liquidators for the trust
-- which rescued neglected and dilapidated listed buildings -- to
find whether they will get their money back, the report notes.

The report relays that Chairman of Badger Parish Council Terry
Lipscombe said he was very disappointed to hear the news.

"I understand The Temple had been booked in for a wedding, and it
must be extremely disappointing for them," Mr. Lipscombe said.

A statement on the charity's website said Mary Currie-Smith and
Louise Baxter of Begbies Traynor had been instructed to place
both The Vivat Trust Ltd and its sister company Vivat Management
Services Ltd in liquidation on August 6, the report notes.

It said a number of customers had either paid for their holidays
in full, or had left up-front deposits, Shopshire Star discloses.

"Once appointed, the liquidators will investigate whether or not
the deposits were held in a trust account and, if appropriate,
look into the possibility of returning monies paid," the
statement added, the report relays.

The Vivat Trust is a registered charity, and was established in
1981 in order to rescue derelict historic buildings and
sensitively restore them into short stay self-catering holiday
homes.

The report relays that the trust's website said: "This approach
to conserving the nation's heritage allows people to experience a
living piece of history, while the lettings income helps fund
future maintenance."

Mr. Lipscombe, who lives next to The Temple at Badger Dingle,
said he believed the building had been leased to the trust by a
separate landowner, and assumed it would revert to him, the
report adds.


HIGHLAND GROUP: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on U.K.-based premium department store
group Highland Group Holdings Ltd. (House of Fraser).  The
outlook is stable.

S&P assigned its 'B' issue and '3' recovery ratings to House of
Fraser's proposed senior secured notes.  S&P's expectations of
meaningful recovery are in the lower half of the 50%-70% range.

After finalization of the refinancing, S&P expects to withdraw
its issue ratings on House of Fraser's to-be-redeemed GBP250
million senior secured notes.

The ratings on the proposed notes are subject to their successful
issuance and S&P's review of the final documentation.  If
Standard & Poor's does not receive the final documentation within
a reasonable time frame, or if the final documentation differs
from the materials S&P has already reviewed, it reserves the
right to withdraw or change its ratings.

The affirmation follows House of Fraser's announced intention to
refinance its existing financial debt, consisting of GBP250
million of senior secured notes and an GBP85 million revolving
credit facility (RCF), with GBP175 million in senior secured
floating-rate notes, a senior term loan of GBP125 million, and an
RCF of GBP100 million.  As a result of the generally lower
interest rate environment, S&P anticipates the transaction will
reduce the group's average cash interest margin to about 6% from
approximately 9%.

Although the company's outstanding debt would rise to GBP300
million post refinancing, from GBP250 million currently, S&P do
not anticipate a material change in absolute cash interest
expenses.  Rather, S&P expects them to decrease slightly after
the refinancing, due to lower interest rates.  That said, S&P
forecasts the combined effects of the transaction will lead to a
slight improvement in S&P's Standard & Poor's adjusted EBITDA
interest coverage ratio for the company.

By S&P's estimates, under which it assumes favorable market
conditions and a prudent financial policy over the next two
years, S&P thinks the ratio of Standard & Poor's adjusted funds
from operations (FFO) to debt for House of Fraser will continue
to be in the 3%-5% range.  At the same time, S&P's ratio of
adjusted debt to EBITDA will remain in the 8.5x-9.0x range, while
adjusted EBITDA interest coverage will likely be about 1.5x-1.7x
over the next two years.  The FFO-to-debt, debt-to-EBITDA, and
EBITDA interest coverage ratios remain commensurate with S&P's
assessment of the company's financial risk profile as "highly
leveraged."

House of Fraser's financial risk profile is constrained by its
high operating leverage, which includes sizable operating-lease
liabilities of more than GBP1 billion, and by the seasonality of
the business.  Moreover, House of Fraser generates about 37% of
its sales and 85% of its EBITDA in the fourth quarter, which
creates large working capital requirements.

S&P continues to assess House of Fraser's business risk profile
as "fair," reflecting the company's exposure to U.K. consumer
discretionary spending and the highly competitive U.K. retail
sector.  These limitations are mitigated by House of Fraser's
premium market position in the U.K. department store segment, its
portfolio of well-located stores, strong brand, and fast-growing
online business.

"We have revised our GDP projection for the U.K.  We now project
2.6% GDP growth this year in 2015 and 2.8% in 2016.  We
anticipate that favorable consumer demand trends -- up 2.4% in
2014 -- will likely continue.  Although we foresee that many U.K.
retailers with strong brands and market positions could benefit
from positive consumer sentiment, competition remains stiff, and
we believe that heavy promotional activity will continue to be an
enduring feature of the U.K. market, at least in 2015.  Against
this backdrop of intensely competitive trading and somewhat
positive macroeconomic conditions, we forecast overall sales
growth in the low single digits," S&P said.

In S&P's base case, it assumes:

   -- Positive like-for-like sales growth and further growth in
      the online segment will support reported sales growth of
      about 5% in 2015 (fiscal year ending Jan. 31, 2016).

   -- A stable EBITDA margin will result from the company's
      continued focus on cost control across the business.

   -- Capital expenditures (capex) will increase to about
      GBP50 million in 2015.

Based on these assumptions, absent any market downturn and
factoring in a continuing prudent financial policy, S&P forecasts
these weighted-average Standard & Poor's-adjusted credit measures
for House of Fraser for the fiscal years ending Jan. 31, 2016,
and Jan. 31, 2017:

   -- FFO to debt of approximately 4%.
   -- Debt to EBITDA of 8.5x-9.0x.
   -- EBITDA interest coverage of 1.5x-1.7x.
   -- Negative free operating cash flow (FOCF), due to increased
      capex for store refurbishments and investments in online
      business and information technology.

The stable outlook reflects S&P's view that House of Fraser
should be able to maintain 2%-4% EBITDA growth and will likely
sustain its operating trends of increased same-store, online, and
own-brand sales over the next couple of years.  These operating
trends should enable the company to report adjusted EBITDA to
interest of more than 1.5x and maintain "adequate" liquidity.  At
the same time, S&P expects the company's leverage will remain
high, with adjusted debt to EBITDA broadly in the range of 8.5x-
9.0x.

Conversely, S&P would consider lowering the ratings if it thought
that Nanjing Cenbest's future strategy or financial policy for
House of Fraser would adversely affect the company's business or
financial risk profiles or that the relative financial strength
of the new parent company would negatively affect House of
Fraser's credit quality.

S&P could lower the ratings if House of Fraser's liquidity
materially weakened, especially if covenant headroom tightened
significantly, with a high likelihood of a covenant breach.  S&P
could also take a negative rating action if adjusted EBITDA
interest coverage fell below 1.5x.  S&P could lower the rating if
House of Fraser's business risk profile comes under strain due to
sustained weak trading, accompanied by a significant drop in
sales, trading margins, or market share.

S&P would consider raising the ratings on House of Fraser if
Nanjing Cenbest's investment strategy and financial policy
support an improvement in House of Fraser's credit profile,
leading to a sustained adjusted debt-to-EBITDA ratio approaching
5.0x.  Any upside would also factor in S&P's view of relatively
good credit standing for Nanjing Cenbest, the ultimate owner of
House of Fraser.  Per S&P's current understanding, it considers
the likelihood of this scenario as modest, given the financial
leverage of both House of Fraser and Nanjing Cenbest.


HOUSE OF FRASER: Moody's Assigns (P)B3 Rating to GBP175MM Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a (P)B3 rating to House of
Fraser (Funding) plc's envisaged GBP175 million floating rate
Senior Secured Notes due 2020.  The proceeds from the new notes
together with those from a pari-passu ranking GBP125 million Term
Loan will be used to effect full repayment of the existing GBP250
million senior secured notes due 2018, with the surplus after
payment of related fees and expenses being added to HoF's cash
balances.  The refinancing will be completed with a new GBP100
million pari-passu ranking Revolving Credit Facility (RCF)
maturing in 2018 (extendible to 2019) replacing the existing
GBP85 million super senior RCF maturing 2016.  The corporate
family rating (CFR) and probability of default rating (PDR) of
House of Fraser (Funding) plc's parent Highland Group Holdings
Limited (House of Fraser or HoF) remain unchanged at B3 and B3-PD
respectively and the outlook on all ratings remains stable.

"HoF has made decent progress in terms of top line growth and
profitability over recent years, underpinned by a clear premium
brand positioning and a strongly growing online offering which
complements their store network.  The refinancing will provide
somewhat increased financial flexibility and liquidity to support
the ongoing store refurbishment program and investment in online
systems, although financial metrics -- notably leverage and
interest cover -- will remain relatively weak for its rating
category" says David Beadle, a Moody's Vice President - Senior
Analyst and lead analyst for House of Fraser.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only.  Upon a conclusive review of the final
documentation Moody's will endeavor to assign definitive ratings.
A definitive rating may differ from a provisional rating.

RATINGS RATIONALE

House of Fraser's B3 corporate family rating (CFR) reflects (1)
the company's high adjusted leverage and low interest expense
coverage which in turn reflect, in particular, Moody's
adjustments for long-term leases as the company's store portfolio
is entirely leased; (2) relatively limited scale; (3) high
exposure to UK consumer discretionary spending behavior; and (4)
the company's reliance on its RCF.

However, House of Fraser's rating continues to be supported by
the company's (1) positive name recognition as an iconic UK
department store, known for providing a premium offering and
shopping experience; (2) broad customer base, which primarily
comprises affluent customers with solid discretionary spending
power; (3) concession business model, which generates about half
of the company's sales and positively mitigates against earnings
volatility; and (4) the successful roll out of its online
business which drives most of the revenue growth.

Moody's considers House of Fraser's liquidity profile to be
adequate.  The headroom under the covenant attached to the RCF
are expected to be adequate, while the company's need to
seasonally utilize its RCF is balanced by annual cash flow from
operations which Moody's expects will be sufficient to cover its
interest costs and its core capex expenses.  Planned
refurbishment capex over and above historical averages will be
covered by the overfunding in the refinancing.  The company has
the flexibility in its loan documentation to invest up to GBP20
million over the life of the facility in its parent's Chinese
operations.  However, Moody's understands the current intention
is for any such investments to be matched by an equity injection
from the parent, and believes the quantum should not prove
debilitating to HoF if the investment was made without such
parental support, all other things being equal.

STRUCTURAL CONSIDERATIONS

The CFR is assigned at Highland Group Holdings Limited, which is
the reporting entity and the ultimate parent holding company of
the group.  The GBP175 million senior secured floating rate notes
due 2020 are issued by wholly-owned finance subsidiary House of
Fraser (Funding) plc, while the borrower in respect of the GBP125
million senior term loan due 2018 (extendible to 2019) and the
GBP100 million RCF is its immediate parent, Highland Acquisitions
Limited.  All three debt tranches rank pari-passu and benefit
from security comprising substantially all assets of group
companies which must at all times represent at least 85% of group
assets and EBITDA.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook is based on Moody's expectation that
House of Fraser will be able to maintain its current
profitability levels and generate gradual revenue growth.  This
will enable the company to at least maintain its current credit
metrics and an acceptable liquidity profile, with sufficient
headroom under its financial covenants.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could arise if the company were to
improve its Moody's-adjusted EBITA/interest coverage to, and
maintain it at, a level above 1.2x, coupled with operating
performance exceeding expectations on a sustainable basis.

Downward pressure on the rating could arise if there were a
further deterioration in House of Fraser's operating performance
that results in (1) weakening credit metrics; (2) a deteriorating
liquidity profile; (3) a period of negative free cash flow; or
(4) reduced covenant headroom.

PRINCIPAL METHODOLOGIES

The principal methodology used in this rating was Global Retail
Industry published in June 2011.  Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

House of Fraser is a private UK-based department store chain
focused on the retailing of premium fashion (80%) and homeware
(20%) products to an affluent customer base.  The company has
approximately 7,000 employees and operates 58 stores in the UK
and one in Dublin, Ireland.  For the fiscal year ended 31 January
2015 House of Fraser reported a gross transaction value (GTV) of
GBP1,273 million, and turnover of GBP785 million.  House of
Fraser has been owned since 2014 by Chinese department store
chain Nanjing Cenbest (unrated).


LADBROKES PLC: Fitch Puts 'BB' IDR on Rating Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed UK gaming group Ladbrokes Plc's
(Ladbrokes) Issuer Default Rating (IDR) of 'BB' on Rating Watch
Negative (RWN) and placed Gala Coral Group Limited's (GCG) IDR of
'B' on Rating Watch Positive (RWP). The rating actions follow the
announcement made by both companies that they have agreed to
merge by way of exchange of shares. The enlarged group will be
renamed Ladbrokes Coral plc.

The transaction is subject to various conditions precedent,
including shareholder approval and anti-trust clearance from the
Competition and Markets Authority (CMA), and therefore is not
expected to conclude before mid-2016.

Ladbrokes also announced a new share placement of around GBP115
million, completed last week, and a reduction of dividend to 3p
per share (from the current 8.9p per share), resulting in a
significant cash inflow to be reinvested in the business between
2015 and 2017.

Fitch believes the combination of Ladbrokes with most of GCG
would create a UK market leader with a stronger business profile
than either group could achieve separately, leading to the RWP on
GCG. Fitch assumes around GBP865 million net debt of GCG's
existing indebtedness will become part of Ladbrokes following the
merger, and despite the equity issue, the initial leverage
profile of the combined group will be somewhat weaker than
Ladbrokes' existing one, resulting in the RWN being placed on
Ladbrokes. This is notwithstanding the benefits to its business
profile and possible improved cash flows after synergies from the
merger. However, the announced equity placement, modest dividend
and leverage targets signal the intention to move to a stronger
balance sheet.

While cost savings arising from the merger should support
profitability over time and any business disposals on EBITDA
multiples of between 6x and 8x could improve debt metrics, Fitch
sees some execution risks in completing the merger and
integrating both groups. These include potential acceleration of
betting shop disposals and the amalgamation of the digital
platform, as consumer demand moves swiftly online, where GCG has
been more successful than Ladbrokes. These risks are reflected in
the assigned RWN on Ladbrokes. At present Fitch estimates that
the combined entity's IDR would probably be no more than one
notch below Ladbrokes' current 'BB' rating, subject to the final
capital structure at completion.

Fitch aims to resolve the rating watches pending the successful
completion of the announced merger (most likely in 2016) and once
there is greater clarity with regard to Ladbrokes' post-merger
strategy and potential synergies.

KEY RATING DRIVERS

Strengthening Business Risk Profile

The business profile of the enlarged group will be supported by
the combination of GCG's strong online presence, where Ladbrokes
has underperformed, and its Italian operations, with Ladbrokes'
and GCG's large UK shop portfolio, well-known brands and long UK
track records. Ladbrokes' Australian presence would strengthen
the combined group's international diversification.

Improving Profitability Prospects in UK Retail

While Ladbrokes' UK retail will see further profit erosion in
2015 driven by rising taxes, increasing regulation and high
competition, the merger with GCG's estate should limit
competition while we expect some stabilization in over-the-
counter gross win in UK retail and steady growth in machine
revenues.

Fitch sees the potential for material cost savings through the
disposal of some of the combined group's 4,000 UK betting shops.
Other synergies and cost savings are also expected such as joint
procurement and reduced corporate costs.

Anti-Trust Hurdles

The merger will face high scrutiny from the UK competition
authorities. An attempt by Ladbrokes to buy GCG in 1998 was
blocked due to concerns it would reduce competition. The
subsequent migration of the industry to online means we do not
expect a deal would be blocked, but the companies could be forced
to sell parts of their UK portfolio, especially given the
significant overlap between the two companies in high-street
locations.

Digital Performance Key

The UK gaming sector is undergoing a structural shift towards
more online betting, where Ladbrokes has been lagging its peers.
Its digital business showed encouraging signs of stabilization
following steep declines in 2013 when the group transferred over
to the Playtech platform. Coral.co.uk has shown strong growth of
active players, driven by successful marketing programs and a
high level of Coral Connect multi-channel sign ups.

Fitch expects some execution risks, particularly around
integrating the two online businesses, and customer response.
However, the recently appointed Ladbrokes CEO (who will remain
CEO of the combined group) has a strong background in digital
gaming, and we consider his role as key to shaping the group's
future direction in this fast-growing segment. In addition, GCG
has demonstrated that it can successfully build profitable online
operations, and both groups use the Playtech platform.

Deleveraging Prospects

For Ladbrokes alone (ie. pre-merger) Fitch expects leverage to
improve by up to 1x by end-2016 from 3.8x in 2015 after the
equity issue and dividend cut which would, in isolation, lead to
a Stable Outlook. However, the merged group will inherit net debt
of GBP865 million from GCG's business (excluding Bingo). Fitch
expects an FFO adjusted net leverage of around 5.0x for 2015 (pro
forma for the merger), which could decline to below 4.0x by 2017
if management is able to extract some cost savings and free cash
flow (FCF) remains positive (3%-5% of sales). If achieved, such
cash flow generation and leverage would remain compatible with a
'BB' rating.

Steady Financial Flexibility

The announced reduction in dividend pay-out, more in line with
other listed peers in the sector, will unlock resources to be
reinvested in the business and help Ladbrokes remain competitive.
Fitch expects FFO fixed charge cover (pro-forma for the merger)
to steadily improve to 2.8x by 2017 from 2.4x at 2015 which would
be comfortable for a 'BB' category. Current liquidity for
Ladbrokes remains satisfactory, with an expected combined pro-
forma end-2015 cash of around GBP220 million. Fitch expects
Ladbrokes' existing committed facilities to remain in place post-
merger (totaling around GBP350 million for the combined group),
as well as the two bonds totaling GBP325 million.

GCG Senior Secured Creditors' Prospects

At present Fitch assumes GCG's senior secured notes and senior
notes will be part of Ladbrokes Coral although Ladbrokes and GCG
have said it is their intention to put new committed funding in
place by the time of the shareholder circular. Over the next few
months Fitch expects to receive more clarity regarding the deal
and any changes to the capital structure resulting from the legal
merger and creditors' rights for either sides of the group; or
when management puts in place a permanent debt structure more
commensurate with the profile of the combined group.

LIQUIDITY

At end-2014 Ladbrokes had GBP21 million of unrestricted cash on
balance sheet and access to GBP283 million of the group's GBP405
million bilateral facilities available. This is sufficient as
Ladbrokes does not face any meaningful debt redemptions in 2015.
The next major debt maturity is its GBP225 million bond due in
March 2017.

KEY ASSUMPTIONS

Fitch's expectations are based on the agency's internally
produced, conservative rating case forecasts. They do not
represent the forecasts of rated issuers individually or in
aggregate. Although subject to shareholder and CMA approval, key
Fitch forecast assumptions for the merged group include:

-- Group revenue of GBP2.2 billion for 2015, weighed down by
    tighter regulation, increased taxes and intense competition,
    against a more competitive online offering.

-- EBITDA margin of between 16% and 18% for 2015, rising to at
    least 20% by 2017, including at least GBP65 million of cost
    savings

-- Capex of at least 5% of sales

-- Dividend of GBP53 million for 2015

RATING SENSITIVITIES

Future developments that could lead to a negative rating action
for Ladbrokes plc if the merger does not proceed include:

-- Evidence of further deterioration in UK retail operating
    profits, adverse regulatory developments and no significant
    improvement in digital operating profits.

-- Declining profitability and/or high capex resulting in
    neutral to negative FCF

-- FFO adjusted net leverage above 4.0x (2014: 3.8x) on a
    sustained basis

-- FFO fixed charge cover below 2.5x (2014: 2.7x)

Future developments that could lead to Ladbrokes' Outlook being
revised to Stable include:

-- Stable UK operating profits, stable or growing digital
    profits and no change in regulation or tax environment
    leading to sustained positive FCF at least 2%-3% of sales
    (post dividends)

-- FFO adjusted net leverage below 4.0x on a sustained basis

-- FFO fixed charge cover above 2.5x

At the same time, once the merger is complete, an upgrade of
GCG's IDR (of minimum two notches) will depend on management's
ability to achieve:

-- Strengthening of the business risk profile, critically in the
    online business, without any significant customer losses and
    profitability erosion across segments

-- FFO adjusted net leverage below 4.0x (2014: 6.3x) on a
    sustained basis

-- FFO fixed charge cover above 2.5x (2014: 1.6x)

Failure to merge would likely result in GCG's IDR being affirmed
at the current 'B' level.

FULL LIST OF RATING ACTIONS

Ladbrokes Plc

Long-term IDR: 'BB'; placed on RWN
Short term IDR: affirmed at 'B'
Senior unsecured debt: 'BB'; placed on RWN

Gala Coral Group Limited

Long-term IDR: 'B'; placed on RWP

Gala Group Finance plc

Senior secured notes: 'BB'/'RR1'/96%; on RWP

Gala Electric Casinos plc

Senior notes: 'CCC+'/'RR6'/0%; RWP


LOGISTICS UK 2015: Fitch Assigns 'B(EXP)' Rating to Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Logistics UK 2015 PLC's notes expected
ratings as:

   -- GBP312.6 mil. class A: 'AAA(EXP)sf'; Outlook Stable
   -- GBP0 mil. class X1: not rated
   -- GBP0 mil. class X2: not rated
   -- GBP67.5 mil. class B: 'AA(EXP)sf'; Outlook Stable
   -- GBP67.5 mil. class C: 'A(EXP)sf'; Outlook Stable
   -- GBP60.8 mil. class D: 'BBB(EXP)sf'; Outlook Stable
   -- GBP76 mil. class E: 'BB-(EXP)sf'; Outlook Stable
   -- GBP61.8 mil. class F: 'B(EXP)sf'; Outlook Stable

The transaction is a securitization of 95% of a single GBP680
mil. commercial real estate loan advanced to entities related to
Blackstone Real Estate Partners by Goldman Sachs Bank USA (GS).
The loan is backed by a portfolio of 42 logistics assets located
throughout the UK.

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

KEY RATING DRIVERS

High Quality Portfolio

The overall standard of the collateral is considered by Fitch as
near prime.  Many of the properties are let at prime market rents
and are located in desirable hubs for goods distribution in the
UK.  Although not all the properties are modern, the build
quality of each asset is suitable for the majority of occupiers.
While concentrated in logistics, the portfolio is well
diversified regionally and by occupier.

High Leverage

The loan has a day one reported loan-to-value ratio (LTV) of 69%
compared with Fitch's 'Bsf' LTV of 94%.  Leverage is relatively
high compared with some other bullet loans in recent European
CMBS, while interest coverage ratio (ICR) cash trap test (1.2x)
and deleveraging requirements upon property disposal are both
low. These terms reflect not only the borrower's bargaining power
but also the level of competition for high quality UK portfolios.

E-commerce Growth

Growth in online retail purchases has surged in recent years,
creating a need for additional distribution space.  The UK ranks
in the top three e-commerce markets globally, driving demand for
high quality logistics to service the needs of consumers
insistent on fast delivery.  This source of occupational demand
is reinforced by technological advances throughout the supply
chain and is therefore at low risk of facing a reversal in the
medium term.

Experienced Asset Management

As a portfolio company of Blackstone, Logicor operates more than
91 million square feet (sq. ft) of logistics warehouse facilities
across Europe, and is well placed to manage occupancy in the
collateral portfolio via its established asset management
network.

KEY PROPERTY ASSUMPTIONS (all by market value)

'Bsf' weighted average (WA) capitalization (cap) rate: 6.9%
'Bsf' WA structural vacancy: 11.7%
'Bsf' WA rental value decline: 2.4%

'BBsf' WA cap rate: 7.5%
'BBsf' WA structural vacancy: 13%
'BBsf' WA rental value decline: 4.5%

'BBBsf' WA cap rate: 8%
'BBBsf' WA structural vacancy: 14.4%
'BBBsf' WA rental value decline: 6.5%

'Asf' WA cap rate: 8.6%
'Asf' WA structural vacancy: 15.8%
'Asf' WA rental value decline: 9.3%

'AAsf' WA cap rate: 9.3%
'AAsf' WA structural vacancy: 17.2%
'AAsf' WA rental value decline: 13.3%

'AAAsf' WA cap rate: 10%
'AAAsf' WA structural vacancy: 22.7%
'AAAsf' WA rental value decline: 18.5%

RATING SENSITIVITIES

The change in model output that would apply if the capitalization
rate assumption for each property is increased by a relative
amount is as:

Current rating- class A/ B/ C/ D/ E/ F: 'AAA(EXP)sf'/
'AA(EXP)sf'/ 'A(EXP)sf'/ 'BBB(EXP)sf'/ 'BB-(EXP)sf'/ 'B(EXP)sf'
Increase capitalization rates by 10% class A/ B/ C/ D/ E/ F:
'AA+(EXP)sf'/ 'A+(EXP)sf'/ 'BBB(EXP)+sf'/ 'BB+(EXP)sf'/
'B(EXP)sf'/'CCC(EXP)sf'

Increase capitalization rates by 20% class A/ B/ C/ D/ E/ F:
'AA(EXP)sf'/'A-(EXP)sf'/'BBB-(EXP)sf'/'B+(EXP)sf'/'CCC(EXP)sf'/
'CCC(EXP)sf'

The change in model output that would apply if the rental value
decline (RVD) and vacancy assumption for each property is
increased by a relative amount is as follows:

Increase RVD and vacancy by 10% class A/ B/ C/ D/ E/ F:
'AA(EXP)+sf'/ 'AA(EXP)sf'/ 'A(EXP)sf'/ 'BBB-(EXP)sf'/ 'BB-
(EXP)sf' / 'B(EXP)sf'

Increase RVD and vacancy by 20% class A/ B/ C/ D/ E/ F:
'AA+(EXP)sf'/ 'AA-(EXP)sf'/'A-(EXP)sf'/ 'BBB-(EXP)sf'/ 'BB-
(EXP)sf'/ 'B-(EXP)sf'

The change in model output that would apply if the capitalization
rate, RVD and vacancy assumptions for each property is increased
by a relative amount is as follows:

Increase in all factors by 10% class A/ B/ C/ D/ E/ F:
'AA+(EXP)sf'/ 'A+(EXP)sf'/ 'BBB(EXP)sf'/ 'BB(EXP)sf'/ 'B(EXP)sf'/
'CCC(EXP)sf'

Increase in all factors by 20% class A/ B/ C/ D/ E/ F: 'AA-
(EXP)sf'/ 'BBB+(EXP)sf'/ 'BB+(EXP)sf'/ 'B(EXP)sf'/ 'CCC(EXP)sf' /
'CCC(EXP)sf'

DUE DILIGENCE USAGE

Fitch was provided with third-party due diligence information
from KPMG.  The third-party due diligence information was
provided on Form ABS Due Diligence-15E and focused on a
comparison of certain characteristics with respect to the 42
properties in the portfolio.  Fitch reviewed this information
which indicated no adverse findings material to the rating
analysis.

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, which indicated no adverse
findings material to the rating analysis.

Overall Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


PRECISE MORTGAGE 2015-2B: Fitch Rates Class E Notes 'BBsf'
----------------------------------------------------------
Fitch Ratings has assigned Precise Mortgage Funding 2015-2B plc's
notes final ratings, as:

   -- GBP180,400,000 Class A: 'AAAsf', Outlook Stable
   -- GBP5,600,000 Class B: 'AAsf', Outlook Stable
   -- GBP17,900,000 Class C: 'Asf', Outlook Stable
   -- GBP12,900,000 Class D: 'BBBsf', Outlook Stable
   -- GBP6,200,000 Class E: 'BBsf', Outlook Stable
   -- GBP1,200,000 Class Z: not rated

This transaction is a securitization of buy-to-let (BTL)
mortgages that were originated by Charter Court Financial
Services (CCFS), trading as Precise Mortgages (Precise) in the UK
(excluding Northern Ireland).  The loans are serviced by the
servicing arm of Charter Court Financial Services Limited,
operating under the name Exact.  The majority of the mortgages
(Tier 1 & Tier 2 products) have been originated in line with
market-typical prime BTL underwriting guidelines.  This is the
fifth transaction from Precise and Fitch has assigned ratings to
the previous four transactions.

KEY RATING DRIVERS

Prime Underwriting, Limited History

Fitch deemed the Tier 1 & 2 BTL loans to be consistent with other
prime BTL in the UK market.  These loans have been granted to
borrowers with no adverse credit; full and detailed rental income
verification; full property valuations with robust audit checks;
and with a clear lending policy in place.  Data, although
limited, shows robust performance which would be expected of
prime loans. Fitch treated these loans as prime but with an
increased underwriting adjustment to account for the limited data
history.

Flexible Underwriting

The portfolio also includes 14% of Tier 3 products, for which the
underwriting criteria permit prior adverse credit behavior and
pricing is higher.  Since the Tier 3 originations represent the
smallest sample of originated loans among the different product
categories, the performance data available is very limited.
However, none of the Tier 3 loans selected for this pool have any
adverse credit history.  Fitch used the non-conforming matrix for
these loans but with a reduced underwriting adjustment.

Unrated Originator and Seller

The originator and seller are not rated entities and as such may
have limited resources available to repurchase any mortgages in
the event of a breach of the representations and warranties (RW)
given to the issuer.  While this is a weakness, there are a
number of mitigating factors that make the likelihood of a RW
breach remote.

High London Concentration

Forty-nine per cent of the loans are located in Greater London.
Although this is typical for BTL pools, it is much higher than
the proportion of the UK population in this region.  Fitch views
properties in London as overvalued and applies a sustainable
discount of 31.1% in its stressed scenarios.  In addition, Fitch
has increased the default probability for these loans to account
for the geographical concentration.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels greater than
Fitch's base case expectations, which in turn may result in
negative rating actions on the notes.  Fitch's analysis revealed
that a 30% increase in the weighted average (WA) foreclosure
frequency, along with a 30% decrease in the WA recovery rate,
would imply a downgrade of the class A notes to 'A+sf' from
'AAAsf' and the class B notes to 'Asf' from 'AAsf'.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Precise provided Fitch with a loan-by-loan data template.  All
relevant fields were provided in the data tape, with the
exception of prior mortgage arrears, where Precise was unable to
differentiate between loans having had one to six months of prior
arrears and those having had seven to 12 months prior arrears.
Performance data on historical static arrears was provided for
all loans originated by Precise, but the scope of the data was
limited by the relatively small origination volumes to date and
the length of available history (the first Precise origination
was in 2010).

Precise has experienced only two sold repossessions to date, due
to its limited origination history.  As a proxy, Precise provided
a data tape in Fitch template format for 242 sold repossessions
that have been serviced by Exact, which included the Precise-
originated loans.  Although the majority of the sample was not
for loans originated by Precise, the agency considers the
performance of the servicer to be one of the key components in
determining sold possession performance.  The majority of the
loans in the repossession file were from non-prime originations
that were originated at the peak of the market during 2006-2008,
when in many cases property valuations were optimistic.  Despite
this, the observed quick sale adjustments (QSA) were fairly well
aligned to Fitch's base criteria assumptions.

Given this and that in Fitch's opinion Precise's approach to
obtaining property valuations is robust -- as it obtains both
full valuations and conducts subsequent desktop audit
valuations -- the agency has applied QSA assumptions as per its
standard criteria and not applied any upward adjustments.

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, which indicated no adverse
findings material to the rating analysis.

Fitch conducted a review of a small targeted sample of Precise's
origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided to the
agency about the asset portfolio.

Overall and together with the assumptions referred to above,
Fitch's assessment of the asset pool information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.


STICHTING PROFILE: S&P Lowers Rating on Class E Notes to CCC
------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Stichting PROFILE Securitisation I

Specifically, S&P has:

   -- Lowered to 'CCC (sf)' from 'CCC+ (sf)' its rating on the
      class E notes;

   -- Placed on CreditWatch positive S&P's 'B+ (sf)' rating on
      the class B notes; and

   -- Affirmed its ratings on the class A+, A, C, and D notes.

The rating actions follow S&P's review of the transaction's
performance and the withdrawal of its recovery estimates for
investment-grade project finance loans for which S&P provides
credit estimates.

Since S&P's previous review, the transaction has benefitted from
positive rating migration of the reference portfolio, as the
weighted-average rating improved to 'BBB' from 'BBB-'.

S&P has corrected an error in the application of its "Project
Finance Framework Methodology" criteria by withdrawing its
recovery estimates for investment-grade project finance loans for
which S&P provides credit estimates.  Consequently, when applying
S&P's criteria for rating collateralized debt obligations (CDOs)
of project finance, S&P has used for the investment grade assets
in the portfolio recovery rate levels based on S&P's corporate
CDO criteria for senior secured loans in the U.K.  The withdrawal
of S&P's recovery estimates has negatively affected its average
expected recoveries in the portfolio.

Expected Average Recoveries

Rating                As of S&P's      As of S&P's
scenario              current review   March 2014 review
                        (%)                  (%)

'BBB'                  63                68
'BB'                   75                81
'B' and 'CCC'          79                85

S&P performed its synthetic rated overcollateralization (SROC)
analysis on all classes of notes.  SROC is a measure of the
degree by which the subordination amount of a tranche exceeds
S&P's expected loss rate assumed for a given rating scenario.
SROC helps capture what S&P considers to be the major influences
on portfolio performance: Credit events, reference assets rating
migration, expected recoveries, portfolio amortization, and time
to maturity.  It is a comparable measure across different
tranches of the same rating.

S&P's analysis shows that, due to the withdrawal of its recovery
estimates for the investment-grade assets in the portfolio, and
despite the portfolio's positive rating migration, the class E
notes' current subordination is not sufficient to maintain a
'CCC+ (sf)' rating.  S&P has therefore lowered to 'CCC(sf)' from
'CCC+ (sf)' its rating on the class E notes.

S&P's analysis also shows that, due to the positive rating
migration of the portfolio, the class B notes' SROC exceeds 100%
at a higher rating level than 'B+'.  Therefore, in accordance
with S&P's criteria for the surveillance of synthetic CDOs, it
has placed on CreditWatch positive its 'B+ (sf)' rating on the
class B notes.  S&P will continue to review the transaction's
performance and will resolve the CreditWatch placement in due
course.

In S&P's opinion, the subordination for the class A+, A, C, and D
notes is still at a level commensurate with the currently
assigned ratings.  S&P has therefore affirmed its ratings on
these classes of notes.

Stichting PROFILE Securitisation I is a synthetic CDO
securitizing a portfolio of U.K. public infrastructure loans
originated by NIB Capital Bank N.V. and Sumitomo Mitsui Banking
Corp. Europe Ltd. The transaction closed in December 2005.  The
reference portfolio has been amortizing since the end of the
replenishment period in December 2009.

RATINGS LIST

Stichting PROFILE Securitisation I
GBP32.5 mil floating-rate credit-linked notes
                               Rating               Rating
Class    Identifier            To                   From
A+       XS0235101119          BBB+ (sf)            BBB+ (sf)
A        XS0235101465          BB+ (sf)             BB+ (sf)
B        XS0235102190          B+ (sf)/Watch Pos    B+ (sf)
C        XS0235102513          B+ (sf)              B+ (sf)
D        XS0235102943          B- (sf)              B- (sf)
E        XS0235103248          CCC (sf)             CCC+ (sf)



===================
U Z B E K I S T A N
===================


UZBEK BANKS: Fitch Affirms 'B-' Long-Terms IDRs on 4 Institutions
-----------------------------------------------------------------
Fitch Ratings has affirmed four state-controlled Uzbek banks'
Long-term foreign currency Issuer Default Ratings (IDRs) at 'B-'
with Stable Outlooks. The affected banks are Uzpromstroybank
(UzPSB), Asakabank (Asaka), OJSC Agrobank (Agrobank) and
Microcreditbank (MCB).

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS, SUPPORT RATING FLOORS

The state's support propensity for the banks is underpinned by
the government's majority ownership of the banks, the banks'
involvement in state-run investment programs, the significant
volumes of state-directed lending and sizeable market shares in
the case of UzPSB and Asaka. The government's ability to provide
support is currently also solid, considering the moderate size of
the banking sector. However, Fitch's credit assessment of
Uzbekistan remains constrained by the economy's structural
weaknesses. Uzbekistan's economy is vulnerable to external
shocks, as exports are commodities-driven and concentrated on a
few countries and external finances are heavily supported by
remittances.

Fitch considers that decision-making process on currency
conversion operations in Uzbek economy is rather opaque and the
right of conversion of local currency into foreign currencies is
granted on a case-by-case basis. In Fitch's view, therefore,
support in foreign currency for state-controlled banks may be
provided in some circumstances in a less timely manner compared
with that in the local currency. Accordingly, Fitch caps all
Uzbek banks' foreign currency IDRs at 'B-', reflecting the high
transfer and convertibility risks present in Uzbekistan.

UzPSB's, Asaka's and MCB's Long-term local currency IDRs at 'B'
reflect the strong track record of both liquidity and capital
support from the Uzbekistan authorities. Agrobank's Long-term
local currency IDR at 'B-' reflects insufficient capital support
provided to date by the government after alleged asset
embezzlement in 2010. However, the bank's rating positively
considers the track record of timely liquidity support by the
authorities, regulatory forbearance and gradual contributions to
the bank's capital.

VIABILITY RATINGS

The affirmation of UzPSB's, Asaka's and MCB's Viability Ratings
(VRs) at 'b-' and Agrobank's at 'ccc' reflects limited changes to
the banks' credit profiles, which remain susceptible to
Uzbekistan's difficult operating environment. The banks' VRs also
factor in the banks' limited commercial franchises, corporate
governance weaknesses and potential deficiencies in credit
underwriting policies leading to operational risk.

Reported loan book quality was stable at UzPSB, Asaka and
Agrobank with NPLs of below 3% (fully covered by reserves) in
2014, but worsened rather significantly at MCB, as its NPLs rose
to 14% at end-2014 from 4% at end-2013 (all unreserved, 48% of
Fitch core capital, FCC). However, Agrobank's asset quality
remains weakened by unreserved problematic receivables (9% of
total assets), which were recorded on the balance sheet as a
result of the 2010 fraud.

Capitalisation is moderate at UzPSB (FCC/ risk-weighted assets
ratio of 14.1% at end-2014) and Asaka (16.2%), satisfactory at
MCB (FCC/total assets of 12.9%, adjusted for unreserved NPLs) and
weak at Agrobank (3%, adjusting for unreserved problematic
receivable). The government's decree requires banks to grow
capital by at least 20% annually until end-2015, and as
profitability is modest, they expect this would be met by capital
contributions from the state (this was also the case in 2014).
Agrobank expects its recapitalization to be in excess of its
expansion pace, so its adjusted FCC ratio may improve to a more
adequate 8%, creating positive pressure on its 'ccc' VR.

Profitability is moderate at Asaka (ROAE of 12%), modest at
Agrobank (7%) and UzPSB (6%) and weak at MCB (0.2%), reflecting
the mostly state-directed nature of banks' operations and rather
weak operating efficiency (particularly at MCB).

Funding is generally concentrated, but sticky. High loan-to-
deposit ratio of 283% at UzPSB reflects significant dedicated
state funding for specific programs financed by the bank and
higher international funding (17% of end-2014 liabilities). MCB's
loan-to-deposit ratio is also high at 189%, reflecting its
reliance on the interbank market. Despite customer funding being
mostly short-term, Fitch expects them to have limited volatility
given the past experience of steady growth. UzPSB's foreign debt
repayments are small (less than 2% of liabilities in 2015) and
linked to loan repayments. Liquidity risk is also mitigated by
the banks' adequate liquid assets of around 10-15% of total
assets at end-1H15.

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS, SUPPORT RATING FLOORS

A change of UzPSB's, Asaka's and MCB's Long-term local currency
IDRs could result from a strengthening/weakening of the
sovereign's credit profile. Agrobank's Long-term local currency
IDR could be upgraded if the government replenishes the bank's
capital.

A revision of the Support Rating Floor and upgrade of the Support
Rating and Long-term foreign currency IDRs would be contingent on
the liberalization of foreign currency regulations.

VRs

An upgrade of the VRs of UzPSB, Asaka and MCB could result from
improvements in Uzbekistan's operating environment. Agrobank's VR
could be upgraded to 'b-' if its capitalization improves.

Downward pressure on the VR could arise from deterioration of the
banks' asset quality if this is not offset by equity injections.

The rating actions are as follows:

UzPSB

Long-term foreign currency IDR affirmed at 'B-'; Outlook Stable
Short-term foreign currency IDR affirmed at 'B'
Long-term local currency IDR affirmed at 'B'; Outlook Stable
Short-term local currency IDR affirmed at 'B'
Viability Rating affirmed at 'b-'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'B-'

Asaka

Long-term foreign currency IDR affirmed at 'B-'; Outlook Stable
Short-term foreign currency IDR affirmed at 'B'
Long-term local currency IDR affirmed at 'B'; Outlook Stable
Short-term local currency IDR affirmed at 'B'
Viability Rating affirmed at 'b-'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'B-'

MCB

Long-term foreign currency IDR affirmed at 'B-'; Outlook Stable
Short-term foreign currency IDR affirmed at 'B'
Long-term local currency IDR affirmed at 'B'; Outlook Stable
Short-term local currency IDR affirmed at 'B'
Viability Rating affirmed at 'b-'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'B-'

Agrobank

Long-term foreign currency IDR affirmed at 'B-'; Outlook Stable
Short-term foreign currency IDR affirmed at 'B'
Long-term local currency IDR affirmed at 'B-'; Outlook Stable
Short-term local currency IDR affirmed at 'B'
Viability Rating affirmed at 'ccc'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'B-'



                            *********

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-
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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.

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