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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, October 7, 2015, Vol. 16, No. 198

                            Headlines

G E R M A N Y

ALSO LOGISTICS: Goes Into Regular Insolvency


G R E E C E

NATIONAL BANK OF GREECE: Reviews Takeover Bids for Finansbank
NEWLEAD HOLDINGS: Terminates Supply Agreement with Encor Overseas


I R E L A N D

BACCHUS PLC 2006-2: Moody's Affirms B2 Rating on Class E Notes
DUNCANNON I: Fitch Hikes Class C-2 Debt Rating to 'CCCsf'
SYDNEY STREET: Fitch Affirms & Withdraws 'D' Ratings on Notes


L U X E M B O U R G

ALTICE NV: Moody's Confirms 'B1' Corp. Family Rating


M A C E D O N I A

PROCREDIT BANK: Fitch's b+ Rating Unaffected by Revised Outlook


N E T H E R L A N D S

ALG INTERMEDIATE: S&P Withdraws 'B+' Issue-Level Ratings


R U S S I A

BIRUSA INSURANCE: Bank of Russia Suspends Insurance License
INVESTRASTBANK JSC: Placed Under Provisional Administration
LENTA LIMITED: Moody's Hikes Corp. Family Rating to 'Ba3'
LESBANK JSCB: Placed Under Provisional Administration
PODDERZHKA IRKUTSK: Bank of Russia Revokes Insurance License

UNITED NATIONAL: Placed Under Provisional Administration
URALKALI PJSC: Fitch Cuts LT Issuer Default Ratings to 'BB-'


T U R K E Y

DERINDERE TURIZM: S&P Assigns 'B/B' Counterparty Credit Ratings


U K R A I N E

METINVEST BV: Noteholders Form Ad Hoc Committee


U N I T E D   K I N G D O M

AMDIPHARM MERCURY: Moody's Confirms B3 Corp. Family Rating
COMPASS MIDCO: Moody's Assigns '(P)B1' Corp. Family Rating
COMPASS MIDCO: S&P Assigns 'B' Long-Term Corporate Credit Rating
SEVEN ENERGY: Fitch Puts B- IDR on Rating Watch Negative
SHIP LUXCO: S&P Puts 'B' Corp. Credit Rating on Watch Positive

SOHO HOUSE: Moody's Withdraws (P)Caa1 Rating on GBP200MM Notes
SPIRIT ISSUER: Moody's Hikes Ratings on 7 Tranches to 'Ba1'
SYNERGY FITNESS: Mystery Surrounds Fate of 'Insolvent' Gym
* UK: IT Providers Can't Halt Services to Insolvent Companies


X X X X X X X X

* FSB to Phase in Loss-Absorbency Requirement for Big Banks
* Global Insolvencies Rate Remains High, Atradius Reports
* S&P Takes Rating Actions on 14 Exploration & Production Cos.


                            *********



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G E R M A N Y
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ALSO LOGISTICS: Goes Into Regular Insolvency
--------------------------------------------
Sam Trendall at Channelnomics reports that ALSO has opened
insolvency proceedings for its Logistics Services business in
Augsburg.  The report says the announcement came after the
distribution titan failed to agree with employee representatives
on a deal it claims could have saved 150 jobs.

Channelnomics relates that the German company has confirmed that
the ALSO Logistics Services GmbH, Augsburg business "went into
regular insolvency" October 1. The announcement follows a dispute
with the ver.di trade union over employee terms.

According to Channelnomics, the parties have seemingly been unable
to reach a settlement, with ALSO stating on October 6 that it had
made "an offer to safeguard the location and to secure 150 jobs".

"Despite [this offer] . . . employee representatives refused to
accept the redevelopment concept for a competitive cost
structure," added the company, Channelnomics relays.

ALSO Mobility GmbH remains the owner of the facility in the
Bavarian city. The distributor concluded that despite the closure,
it "still plans to expand its logistics capacities in Germany"
overall, according to Channelnomics.

ALSO is one of Europe's foremost distributors, with annual FY14
sales of EUR7.2 billion, and almost 3,400 employees across 13
countries, the report discloses. It stocks about 160,000 products
from a total of 350 vendors.



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G R E E C E
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NATIONAL BANK OF GREECE: Reviews Takeover Bids for Finansbank
-------------------------------------------------------------
Martin Arnold at The Financial Times reports that the National
Bank of Greece is reviewing takeover bids for Finansbank that
value its prized Turkish subsidiary at about EUR3 billion.

A sale could help the crisis-hit Greek lender meet eurozone
demands to raise fresh capital, the FT says.

According to the FT, two people familiar with the situation said
the leading bidder is Qatar National Bank, the acquisitive Doha-
based lender that has been buying assets across Africa, the Middle
East and Asia.

By inviting indicative offers for Finansbank, NBG is preparing for
the European Central Bank to complete its asset quality review and
stress tests of Greek banks to determine how much extra capital
they need later this month, the FT discloses.

When eurozone negotiators agreed Greece's debt bailout in August,
they allocated EUR10 billion-EUR25 billion towards recapitalizing
the Greek banking system after it suffered a massive run on
deposits as clients feared a departure from the eurozone, the FT
recounts.

While other Greek banks are hoping to raise extra capital required
from stock market investors, NBG could cover much or all of its
shortfall identified by the ECB with the sale of Finansbank, the
FT notes.  NBG, as cited by the FT, said no decision would be
taken until the ECB had published the results of its stress tests.

Other groups that have shown interest in bidding for NBG's Turkish
subsidiary include Garanti Bank, Turkey's second-largest private
sector lender by assets, the FT relays.

The National Bank of Greece is a global banking and financial
services company with its headquarters in Athens, Greece.


NEWLEAD HOLDINGS: Terminates Supply Agreement with Encor Overseas
-----------------------------------------------------------------
NewLead Holdings Ltd. said it did not complete the coal supply
agreement requiring the Company to supply 720,000 metric tons of
thermal coal to Encor Overseas Ltd., as such agreement was
previously announced on Jan. 24, 2013.  The Company terminated the
supply contract as a result of a decline in coal prices and
unfavorable market conditions.

The supply agreement was subject to satisfactory completion of a
trial shipment that was expected to be executed in the first
quarter of 2013, which trial shipment was not completed due to the
material collapse of coal prices and adverse market conditions in
the coal industry at that time.

As referenced in the "Risks Relating to Our Coal Business" in the
Annual Reports on Form 20-F for the years ended Dec. 31, 2012,
2013 and 2014, the Company stated "Coal prices are subject to
change and a substantial or extended decline in prices could
materially and adversely affect our business, results of
operations and financial position, the market prices for coal may
be volatile and may depend upon factors beyond our control. Our
profitability may be adversely affected if we are unable to sell
any of the coal we have sourced under our supply arrangements at
favorable prices or at all."

                     About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company has
incurred a net loss, has negative cash flows from operations,
negative working capital, an accumulated deficit and has defaulted
under its credit facility agreements resulting in all of its debt
being reclassified to current liabilities all of which raise
substantial doubt about its ability to continue as a going
concern.



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I R E L A N D
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BACCHUS PLC 2006-2: Moody's Affirms B2 Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes issued by Bacchus 2006-2
Plc:

  EUR39.9M (current balance: EUR16.4M) Class B Senior Secured
  Deferrable Floating Rate Notes due 2022, Affirmed Aaa (sf);
  previously on Dec 11, 2014 Upgraded to Aaa (sf)

  EUR18.5M Class C Senior Secured Deferrable Floating Rate Notes
  due 2022, Upgraded to Aaa (sf); previously on Dec 11, 2014
  Upgraded to Aa1 (sf)

  EUR18.4M Class D Senior Secured Deferrable Floating Rate Notes
  due 2022, Upgraded to Baa2 (sf); previously on Dec 11, 2014
  Upgraded to Baa3 (sf)

  EUR12.3M (current balance: EUR9.5M) Class E Senior Secured
  Deferrable Floating Rate Notes due 2022, Affirmed B2 (sf);
  previously on Dec 11, 2014 Upgraded to B2 (sf)

  EUR28.5M (current rated balance: EUR13.5M)Class X Combination
  Notes due 2022, Affirmed Ba3 (sf); previously on Dec 11, 2014
  Affirmed Ba3 (sf)

  EUR33.95M (current rated balance: EUR14.4M) Class Y Combination
  Notes due 2022, Affirmed Ba3 (sf); previously on Dec 11, 2014
  Affirmed Ba3 (sf)

Bacchus 2006-2 Plc, issued in August 2006, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high yield
European loans. The portfolio is managed by IKB Deutsche
Industriebank AG and is predominantly composed of senior secured
loans. This transaction exited its reinvestment period in August
2012.

RATINGS RATIONALE

The upgrades to the ratings on the Class C and D notes are
primarily a result of the continued amortization of the portfolio
and subsequent increase in the overcollateralization ratios (or
"OC" ratios) as well as an improvement in the credit quality of
the underlying portfolio.

The credit quality has improved as reflected in the improvement in
the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF). As of the trustee's
August 2015 report, the WARF was 2644, compared with 2816 as of
the last rating action.

The Class A Notes have fully paid down and the Class B Notes have
amortized approximately by EUR23.5M (58.9% of original balance).
As a result of the deleveraging, over-collateralization has
increased. As of the trustee's August 2015 report, Class B, Class
C, Class D, and Class E OC ratios are reported at 422.80%,
198.56%, 129.99% and 110.27% compared to October 2014 levels of
228.25%, 159.70%, 122.97% and 109.88%, respectively.

The ratings on the combination notes address the repayment of the
rated balance on or before the legal final maturity. For the Class
X and Y notes, the 'rated balance' at any time is equal to the
principal amount of the combination note on the issue date times a
rated coupon of 0.125% per annum accrued on the rated balance on
the preceding payment date, minus the sum of all payments made
from the issue date to such date, of either interest or principal.
The rated balance will not necessarily correspond to the
outstanding notional amount reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR68.6 million,
a weighted average default probability of 20.7% (consistent with a
WARF of 3251), a weighted average recovery rate upon default of
48.13% for a Aaa liability target rating, a diversity score of 12
and a weighted average spread of 3.87%.

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. Moody's generally applies recovery rates for CLO
securities as published in "Moody's Approach to Rating SF CDOs".
In some cases, alternative recovery assumptions may be considered
based on the specifics of the analysis of the CLO transaction. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics of
the collateral pool into its cash flow model analysis, subjecting
them to stresses as a function of the target rating of each CLO
liability it is analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in September 2015.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes for
which it assumed a lower weighted average recovery rate for the
portfolio. Moody's ran a model in which it reduced the weighted
average recovery rate by 5%; the model generated outputs that were
unchanged for Class B and C, and within 1 notch of the base-case
results for Class D and E.

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

Additional uncertainty about performance is due to the following:

  * 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 p
riority.

  * 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.

  * Around 47.6% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates. As part of its base case, Moody's has stressed
large concentrations of single obligors bearing a credit estimate
as described in "Updated Approach to the Usage of Credit Estimates
in Rated Transactions," published in October 2009 and available at

http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461.

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


DUNCANNON I: Fitch Hikes Class C-2 Debt Rating to 'CCCsf'
---------------------------------------------------------
Fitch Ratings has upgraded Duncannon CRE CDO I P.L.C.'s class C-2
notes and affirmed others, as follows:

Class C-2 (XS0311203813): upgraded to 'CCCsf' from 'Csf'
Class D-1 (XS0311204464): affirmed at 'Csf'
Class D-2 (XS0311204621): affirmed at 'Csf'
Class D-3 (XS0311204977): affirmed at 'Csf'
Class E-1 (XS0311206329): affirmed at 'Csf'
Class E-2 (XS0311206592): affirmed at 'Csf'

Duncannon CRE CDO I is a managed cash securitization of commercial
real estate assets, consisting primarily of CMBS, commercial
mortgage B notes and mezzanine mortgage loans.

KEY RATING DRIVERS

The transaction has deleveraged very quickly over the past 12
months paying in full the class A notes by EUR53 million, class B
notes by EUR40 million and the class C-1 notes by EUR40 million.
Credit enhancement, based on the non-defaulted assets remaining in
the portfolio, has subsequently increased for the most senior
class C-2 notes to 8.6% from -18.6%, helped significantly by
approximately EUR20 million received from the amortization and
sale of defaulted assets.

The notional of the non-defaulted assets has fallen to EUR21.8
million from EUR138 million following substantial amortization of
the loans coupled with the sale of nine assets in August 2015 for
EUR50 million. The remaining portfolio contains only six non-
defaulted assets, from 27 at last review, meaning there is
substantial obligor concentration risk. The top obligor currently
represents 43% of the performing portfolio with the top three
representing 72%. However, the rating of the performing portfolio
is stable, with 88% of the assets rated 'B' or above.

Given the substantial decrease in the performing portfolio
notional, interest collected will be insufficient to cover senior
fees and interest on the senior notes. This will not cause an
event of default to the transaction, but principal proceeds will
be diverted, reducing the principal available to pay down the
notes. Coupled with the high cost of the perfect asset swap
facility the transaction will be operating with negative excess
spread. The notional on which the perfect asset swap facility is
calculated will step down as of the next payment date and so the
cost will drop to approximately 305k per quarter from 350k per
quarter.

The upgrade of the class C-2 notes reflects that it is now
supported by the performing portfolio. In addition, the
transaction is currently receiving both interest and principal
proceeds from defaulted assets, which currently have a notional of
190m, and so may cover the interest shortfall and provide support
in the event of further defaults.

The remaining classes are under-collateralized, deferring interest
and rely solely on the recovery of defaulted assets and so have
been affirmed at 'Csf'.

RATING SENSITIVITIES

The notes are already at distressed rating levels and as such are
unlikely to be affected by any further deterioration in the
respective underlying asset portfolios

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.

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised Statistical
Rating Organisations 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 information relied upon for the
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.


SYDNEY STREET: Fitch Affirms & Withdraws 'D' Ratings on Notes
-------------------------------------------------------------
Fitch Ratings has taken the following actions on nine classes from
Sydney Street Finance Limited (Sydney) and subsequently withdrew
the ratings:

-- EUR70,000,000 class A1 floating rate notes marked as PIF;

-- EUR49,087,885 class A2 floating rate notes affirmed at 'Dsf'
    and withdrawn;

-- EUR0 class B floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class C floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class D floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class E floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class F floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class G floating rate notes affirmed at 'Dsf' and
    withdrawn;

-- EUR0 class H floating rate notes affirmed at 'Dsf' and
    withdrawn.

KEY RATING DRIVERS

Fitch received a notice that the portfolio credit swap
counterparty chose to terminate the portfolio credit swap on
July 7, 2015 in accordance with the provisions included in the
transaction's closing documents.

As a result of the termination, both the class A1 and class A2
notes received payments. The class A1 notes were paid their full
principal balance of EUR70,000,000 along with the accrued and
unpaid interest. The class A2 notes were repaid EUR49,087,885 in
principal and approximately EUR76,683 in accrued and unpaid
interest. This class began experiencing writedowns of its
principal in 2013. Since then, the notes' original balance has
been reduced by approximately EUR17,612,115.

Principal balances of classes B-H notes were written down to zero
prior to 2013. Since the class A2 through H notes have not
received their principal in full, they were affirmed at 'Dsf'
prior to their ratings being withdrawn.



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L U X E M B O U R G
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ALTICE NV: Moody's Confirms 'B1' Corp. Family Rating
----------------------------------------------------
Moody's Investors Service has taken a number of rating actions on
companies within the European operations of the Altice N.V. group
("the Altice group") as follows:

  * Assignment of a B1 CFR and B1-PD PDR to Altice Luxembourg
    S.A. ("Altice Luxembourg") and confirmation of its B3 senior
    unsecured notes rating.

  * Downgrade of Numericable-SFR S.A.'s ("Numericable-SFR") CFR
    and PDR to B1 and B1-PD respectively from Ba3 and Ba3-PD and
    the company's senior secured debt ratings to B1 from Ba3.

  * Confirmation of Altice International S.a.r.l.'s ("Altice
    International") B1 Corporate Family Rating (CFR) and B1-PD
    Probability of Default Rating, as well as the ratings of its
    guaranteed finance subsidiaries Altice Financing S.A.(B1
    senior secured) and Altice Finco S.A. (B3 senior unsecured).

  * Withdrawal of Altice S.A.'s B1 CFR and B1-PD PDR ratings.

Altice Luxembourg is an intermediate holding company within the
Altice N.V. group, which directly or indirectly owns the group's
interests in Altice International and Numericable-SFR. The rating
outlook for Numericable-SFR is stable, while the rating outlooks
for Altice International and its guaranteed subsidiaries as well
as for Altice Luxembourg are negative.

"Our rating actions reflect our expectation that the company will
focus on realizing targeted cost savings at acquired units while
moderating financial leverage over the coming year," says
Christian Rauch, a Moody's Senior Vice President and lead analyst
for the Altice companies. "Nevertheless, the ratings also consider
the risks associated with the growing complexity of the aggregate
Altice group organization, which has been assembled in a short
time period largely through debt funded acquisitions," added
Rauch.

RATINGS RATIONALE

The rating actions consider the increased operational and
financial risks of the rapidly expanding Altice N.V. group, which
during 2015 has completed or announced a series of large-scale
acquisitions, including Portugal Telecom (unrated), Cequel
Communications Holdings I, LLC ("Suddenlink", rated B1 under
review for downgrade), Cablevision Systems Corporation
("Cablevision", rated Ba2, under review for downgrade), as well as
the purchase of additional shares of Numericable-SFR. Pro forma
for these transactions the company's revenue base will have
expanded from around EUR13 billion to EUR24 billion on a last-
quarter-annualized basis.

The Altice group employs a complex financial structure with
distinct funding pools for Altice International and Numericable-
SFR (which consolidate up into Altice Luxembourg) as well as for
the pending acquisitions of Suddenlink and Cablevision in the U.S.
Each of these entities are financed independently from each other
with no cross guarantees, but with limitations on distributions
and other restricted payments.

Moody's ratings consider the financial profile of each unit as a
stand-alone enterprise, but also incorporate the risks associated
with the growing complexity of the aggregate Altice group
organization, particularly in terms of managing and controlling a
rapidly acquired group of businesses and executing on the delivery
of planned synergies and cost savings to service the acquisition
debt of the group. These risks are balanced against the company's
ownership of well-established telecom/cable assets and the
increased geographic diversification that comes with the expansion
into the US. Moody's also notes the company's expressed commitment
to moderate financial leverage within the group ahead of any
further acquisition activity.

Altice Luxembourg/Altice International

The B1 rating for Altice Luxembourg considers that the significant
debt for the Suddenlink and Cablevision acquisitions is to be
incurred outside of the consolidation perimeter of Altice
Luxembourg and that a portion of the funding for the Cablevision
acquisition is raised in the form of primary equity at the Altice
N.V. level. Consequently, Moody's believes that these acquisitions
will not have a direct financial impact on the earnings and cash
flows under Altice Luxembourg.

Moody's expectation is for Altice Luxembourg to achieve its stated
objective of reducing financial leverage, with debt/EBITDA
declining to a ratio of around 5.0x (using Moody's standard
adjustments) during 2016. Moody's expects that this ratio will be
somewhat in excess of 5.5x at the 2015 year-end (including a
payable for Numericable-SFR shares purchased from Vivendi ("the
Vivendi payable") and pro forma for recent and pending
transactions, including the acquisition of NextRadioTV).

Moreover, the confirmations factor in Moody's expectation that
Altice will now focus on executing its operational plans for its
currently owned assets within the Altice Luxembourg group and
those to be acquired by Altice N.V. in the US. The B1 ratings do
not contemplate any material new acquisitions before Altice
Luxembourg's leverage has been pared back to 5.0x as adjusted by
Moody's and the group has demonstrated success in executing its
cost reduction plans across the acquired businesses.

In any case, the B1 rating would not contemplate any further
material acquisitions before late 2016, when sequential periods of
financial reporting will allow for clear observation of
achievements in the integration process. Against this backdrop
Moody's also believes that leverage for Altice International will
not exceed 5.25x as measured by Moody's debt/EBITDA ratio and will
therefore remain within Moody's guidance for the B1 category.

Numericable-SFR

The downgrade of Numericable-SFR's ratings (CFR to B1) reflects
Moody's view that Altice has and will continue to use Numericable-
SFR's leverage capacity for corporate purposes including dividend
distributions and (over time) renewed M&A activity. While
Numericable-SFR represents a well performing asset that currently
exhibits more moderate financial leverage than other elements of
the Altice group, the rating anticipates that over time its
financial profile will become more aligned with that of the
overall group. Moody's believes that it is increasingly likely
that Altice Luxembourg will aim to take full control of
Numericable-SFR in the near to medium term (Altice Luxembourg
currently owns 78.5% of Numericable-SFR) which could involve
further debt funding at Numericable-SFR.

Rationale for Rating Outlooks

In Moody's opinion, financial and operating risks from the rapid
pace of recent acquisition activity within the overall Altice N.V.
group remain significant and therefore rating outlooks are
negative for Altice Luxembourg and Altice International.

While acknowledging the legal and geographic separation of the
group's European assets within Altice Luxembourg from those to be
acquired in the US, Moody's believes that Altice's central
management group faces a significant challenge to effectively
supervise and enact the ongoing rationalisation and business
development processes across the Altice group's various credit
pools. This is particularly true for the US where Altice has no
previous operating experience.

In addition, the integration of Portugal Telecom, Altice
Luxembourg's second-largest acquisition is at a very early stage
and the company needs to demonstrate that it can pursue cost
management measures while maintaining a tenuous trend towards
revenue stabilization where sales were flat in the second quarter
versus the first, but still by 7% lower than in 2014.

The stable outlook for Numericable-SFR considers that its
financial leverage is currently lower than that of other entities
within the group, and that the B1 rating anticipates some use of
this financial capacity over the near/medium term. The outlook
also acknowledges that SFR is further along in implementation of
its tight cost control initiatives since being acquired by Altice
at the end of 2014 and reflects Moody's expectation that EBITDA
growth will continue into 2016 notwithstanding continued revenue
pressure.

Liquidity

Moody's considers liquidity provision for Altice Luxembourg and
its rated subsidiary groups to be adequate for its near-term
operational requirements. Recent acquisitions have generally been
funded with long-dated debt and the agency expects that remaining
shorter term funding elements, which have equity related backstops
such as the Vivendi payable will be termed out in good time.
Nevertheless Moody's notes that liquidity at the Altice Luxembourg
S.A. holdco level is reliant on dividend up-streaming and its
currently undrawn EUR200 million revolver to make interest
payments.

What Would Drive the Rating Down/Up

Ratings could be downgraded, if leverage as measured by Moody's
Debt/EBITDA ratio has not moved towards 5.0x by mid-2016 for
Altice Luxembourg and is not consistently below 5.25x for Altice
International. Downward pressure on Numericable-SFR's ratings
could occur, if leverage were to increase towards 5.5x. Ratings
pressure could also develop for all credit pools in case of any
material new acquisition occurring before mid-2016 either at the
Altice Luxembourg or at the Altice N.V. level, as a result of
signs of deteriorating liquidity, or in the case of any material
setbacks in integrating acquired assets and achieving targeted
synergies.

While Moody's sees no near-term upward pressure on the ratings,
such pressure could develop over time should Altice Luxembourg's
leverage as adjusted by Moodys fall well below 4.5x (on a fully-
consolidated basis) on an ongoing basis combined with material
free cash flow generation. Given the close alignments of the
Numericable-SFR and Altice International ratings with those of
Altice Luxembourg, upward pressure for Numericable-SFR would not
only require leverage maintained well below 4.5x at Numericable-
SFR and well below 4x at Altice International, but also leverage
at Altice Luxembourg no higher than 4.5x. Demonstrable and
sustained success in acquisition integration and a measure of
stability in the perimeter of Altice Luxembourg's but also Altice
N.V.'s activities would also be pre-conditions for any upward
ratings movement.

Outlooks for Altice Luxembourg and Altice International could be
stabilized, if upcoming quarterly results continue positive trends
in operational and integration KPIs combined with evidence of
leverage moving well below 5.5x and 5.25x respectively and in the
absence of material acquisitions within the Altice N.V. group in
the near-term.

Principal methodology

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010.

Altice Luxembourg S.A. is a Luxembourg-based holding company,
which through its subsidiaries Numericable-SFR S.A. and Altice
International S.a.r.l operates a multinational cable and
telecommunications business. Numericable-SFR operates in France
while Altice International currently has a presence in four
regions -- Dominican Republic, Israel, Western Europe and the
French Overseas Territories. Altice Luxembourg S.A.'s ultimate
public holding company is Altice N.V. listed in Amsterdam,
Holland. Altice N.V. is controlled by French entrepreneur Patrick
Drahi. Pro forma for the June 2015 acquisition of Portugal
Telecom, Altice Luxembourg S.A. generated revenue of EUR15.6
billion, Numericable-SFR of EUR11.1 billion and Altice
International of EUR4.5 billion on a last-quarter-annualized basis
for the quarter ending June 30, 2015.



=================
M A C E D O N I A
=================


PROCREDIT BANK: Fitch's b+ Rating Unaffected by Revised Outlook
---------------------------------------------------------------
Fitch Ratings revised ProCredit Bank (Macedonia)'s (PCBM) Outlook
to Negative from Stable. At the same time, the agency affirmed the
bank's ratings at Long- and Short-term foreign and local currency
Issuer Default Ratings (IDRs) 'BBB-'/'F3', and at Support '2'. The
'b+' Viability Rating was not affected by this rating action.

KEY RATING DRIVERS

PCBM's IDRs and Support Rating are driven by potential support
from its parent, ProCredit Holding AG & Co. KGaA (PCH,
BBB/Stable). The support considerations take into account the 100%
ownership, common branding, close parental integration and a track
record of timely capital and liquidity support to group banks from
PCH. Absent of Country Ceiling constraints, these considerations
are typically reflected in a one notch differential between the
rating of the parent, PCH, and that of PCBM.

PCH's ratings are based on Fitch's view of the support it could
expect to receive from its core international financial
institution (IFI) shareholders when needed. Fitch's view of
support is based on PCH's ownership, effective corporate
governance and the important and successful development role it
fulfils in advancing responsible financing and small business
lending in developing markets. This mission is in keeping with the
developmental mandates of the core shareholders.

The Negative Outlook on PCBM's IDRs reflects that on Macedonia's
Long-term foreign and local currency IDRs. PCBM's IDRs are
currently at the level of Macedonia's Country Ceiling (BBB-),
based on Fitch's view of strong support -- if needed -- from its
German-based parent. A downgrade of the Country Ceiling and
sovereign rating of Macedonia would lead to the Long-term foreign
currency IDR of PCBM being capped by Macedonia's Country Ceiling,
and would result in a wider notching between PCH's and PCBM's
foreign currency IDRs.

RATING SENSITIVITIES

PCBM's IDRs are at the level of Macedonia's Country Ceiling. The
IDR and Support Rating would therefore be sensitive to a downgrade
of the Country Ceiling.

A downgrade of PCH's ratings or a weakening in Fitch's view of the
parental support available to the bank would also result in a
downgrade of its IDRs and Support Rating, although neither is
expected by Fitch.

The rating actions are as follows:

  Long-term foreign and local currency IDRs affirmed at 'BBB-';

  Outlook revised to Negative from Stable

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

  Viability Rating: unaffected at 'b+'

  Support Rating: affirmed at '2'



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


ALG INTERMEDIATE: S&P Withdraws 'B+' Issue-Level Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' issue-level
ratings on ALG Intermediate Holdings B.V.'s subsidiaries' proposed
US$50 million revolver due 2020 and US$330 million first-lien term
loan due 2022 and its 'CCC+' issue-level rating on the
subsidiaries' proposed US$130 million second-lien term loan due
2023 because the issues never sold. ALG planned to use the
proceeds from the proposed transaction to refinance existing debt,
pay a US$250 million dividend to its sponsor, Bain Capital, and
pay transaction fees and expenses.

"Our 'B' corporate credit rating remains unchanged despite the
lower level of leverage anticipated absent the proposed
transaction. The corporate credit rating and "highly leveraged"
financial risk assessment (as defined in our criteria) continue to
incorporate financial sponsor Bain Capital's control of the
company and the tendency of financial sponsors to extract cash or
otherwise increase leverage over time. As a result, our financial
policy assessment of ALG is "financial sponsor-6" and in line with
a "highly leveraged" financial risk assessment, as defined in our
criteria."

"The company's current capital structure remains in place and our
issue-level ratings on the current capital structure are
unchanged. The level of EBITDA at emergence and the company's
enterprise value under the existing capital structure reflect the
level of fixed charges that would trigger a default."

RECOVERY ANALYSIS

Key analytical factors:

"Our simulated default scenario contemplates a payment default in
2018, reflecting a significant decline in cash flow as a result of
a prolonged economic downturn that decreases demand for
international travel in the Mexico and Caribbean markets served by
ALG, and increased competitive pressures."

"We assume a reorganization following default, using an emergence
EBITDA multiple of 6x to value the company."

Simulated default assumptions:
Year of default: 2018
EBITDA at emergence: US$25 million
EBITDA multiple: 6x
Revolver drawn at 85%
Simplified waterfall:
Net enterprise value (after 5% administrative expenses): US$143
million
Secured first-lien debt: US$138 million

-- Recovery expectations: 90% to 100%
    Secured second-lien debt: US$79 million

-- Recovery expectations: 0% to 10%

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

ALG Intermediate Holdings B.V.
Corporate Credit Rating                  B/Stable/--

Ratings Withdrawn

ALG B.V.
ALG USA Holdings LLC
BV Borrower II
                                          To       From
Senior Secured
  US$50 mil. revolver due 2020            NR       B+
   Recovery Rating                        NR       2L
  US$330 mil. 1st lien term ln due 2022   NR       B+
   Recovery Rating                        NR       2L
  US$130 mil. 2nd lien term ln due 2023   NR       CCC+
   Recovery Rating                        NR       6



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


BIRUSA INSURANCE: Bank of Russia Suspends Insurance License
-----------------------------------------------------------
The Bank of Russia, by its Order No. OD-2619 dated September 30,
2015, suspended the insurance license of Birusa Insurance Company,
LLC.

The decision is taken due to the insurer's failure to execute a
Bank of Russia instruction, namely, due to its non-compliance with
the requirements of financial sustainability and solvency with
respect to securing insurance reserves and capital with admissible
assets.  The decision becomes effective the day it is published in
the Bank of Russia Bulletin.

Suspended license shall mean a prohibition on entering into new
insurance contracts and also on amending respective contracts
resulting in increase in the existing obligations.

The insurance agent shall accept applications on the occurrence of
insured events and perform obligations.


INVESTRASTBANK JSC: Placed Under Provisional Administration
-----------------------------------------------------------
The Bank of Russia, by Order No. OD-2658 dated October 6, 2015,
revoked the banking license of Moscow-based credit institution
Commercial Bank INVESTRASTBANK, joint-stock company (Bank ITB JSC)
from October 6, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's failure
to comply with federal banking laws and Bank of Russia
regulations.  Over the past year, the bank also repeatedly
violated the requirements stipulated by Article 7 (excluding
Clause 3 of Article 7) of the Federal Law "On Countering the
Legalisation (Laundering) of Criminally Obtained Incomes and the
Financing of Terrorism", taking into account the application of
supervisory measures envisaged by the Federal Law "On the Central
Bank of the Russian Federation (Bank of Russia)".

Bank ITB failed to comply with the requirements of legislation on
anti-money laundering and combating the financing of terrorism,
including with respect to the timely submitting to the authorized
body of data on operations subject to mandatory control.  The
bank's AML/CFT internal control rules failed to meet the
requirements of Bank of Russia regulations.  Moreover, the credit
institution was involved in suspicious transit operations. The
management and owners of the bank failed to take effective
measures to bring the situation back to normal.

In pursuance of Bank of Russia Order No. OD-2659 dated
October 6, 2015, a provisional administration has been appointed
to Bank ITB JSC for a term until the appointment of a receiver in
accordance with the Federal Law "On Insolvency (Bankruptcy)" or a
liquidator in accordance with Article 23.1 of the Federal Law "On
Banks and Banking Activities".  In compliance with federal laws
the powers of the credit institution's executive bodies have been
suspended.

Bank ITB is a participant in the deposit insurance system. The
revocation of the banking license is recognized as an insured
event stipulated by Federal Law No. 177-FZ "On Insurance of
Household Deposits in Russian Banks' with regard to the bank's
obligations to honor household deposits identified in accordance
with the procedure established by law.

According to reporting data, as of September 1, 2015, Bank ITB JSC
ranked 361th in the Russian banking system in terms of assets.


LENTA LIMITED: Moody's Hikes Corp. Family Rating to 'Ba3'
---------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from B1 the
corporate family rating (CFR) and to Ba3-PD from B1-PD the
probability of default rating (PDR) of Lenta Limited (Lenta), one
of Russia's leading food retail companies. The outlook on the
ratings is stable.

"Our decision to upgrade Lenta hinges on the company's proven
ability to maintain a robust financial profile and conservative
financial policy while still pursuing a bold growth strategy,"
says Ekaterina Lipatova, Moody's lead analyst for Lenta.
"Moreover, its successful price-led business model and effective
management mean that the company systematically achieves strong
operating results and profitability."

RATINGS RATIONALE

The upgrade of Lenta's ratings to Ba3 reflects the solid track
record of the company's healthy financial profile and commitment
to a conservative financial policy despite a fairly aggressive
growth strategy. In particular, while significantly accelerated
capex spending since 2013 led to a visible increase of the Lenta's
debt position as of end-2014, it managed to quickly address the
step-up in leverage by raising US$225 million (over RUB12.6
billion) via the new capital issue successfully completed in March
2015. As a result, already in H1 2015, the adjusted debt/EBITDA
reduced back to 3.2x from 3.8x in 2014, while the available cash
balance as of end June 2015 reached RUR12 billion.

The company further reinforced its financial profile by
renegotiating better terms with a number of banks in H1 2015 to
reduce pressure on interest coverage metrics, extend its maturity
profile and improve headroom under financial covenants. These debt
portfolio optimization measures, coupled with the recent capital
increase, provided Lenta with additional financial flexibility to
pursue its accelerated pace of expansion while maintaining
adjusted leverage at a comfortable level of below 3.5x and
preserving its sound liquidity position.

The rating action also takes into account Lenta's consistently
strong operating results and profitability supported by its viable
low-price/low-cost business model and effective management. Since
2011, the company has materially increased its scale and improved
geographical diversification by demonstrating industry-leading
sales growth, including double-digit annual like-for-like sales
growth, and at the same time maintained strong profitability in
line with that of its leading domestic peers with adjusted EBITDA
margin at or above 11%.

Lenta's price-led business model further proved its viability
under the current challenging operating environment with like-for-
like sales growth remaining fairly strong at around 11.5% in H1
2015 and adjusted EBITDA margin increasing to around 11% (10% in
H1 2014) on the back of sustainable improvements in supply chain
efficiency and operating costs. Coupled with the still attractive
fundamentals of the Russian food retail market for efficient large
players focused on the defensive economy segment, Moody's expects
that Lenta will be able to preserve historically healthy operating
results amid the weakening macro-environment.

At the same time, Lenta's Ba3 ratings remain constrained by (1)
its still small, albeit rapidly growing, size and limited
geographical diversification relative to its international and
domestic peers; and (2) the evolving shareholding structure, which
creates uncertainty around potential changes in the company's
long-term strategy and financial policies. Moreover, the rating
factors in the company's exposure to Russian-related political,
economic and legal risks, further exacerbated by the currently
challenging economic and geopolitical situation. In particular, a
potential regulatory tightening, together with deterioration of
consumer environment, may put some pressure on Lenta's operations.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Lenta's ratings reflects the currently
comfortable rating positioning in the category and Moody's
expectations that the company will continue to follow its strategy
of organic growth, while maintaining high operating efficiency and
a financial profile within its stated financial policy.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's would consider upgrading the ratings if Lenta were to
continue to operate under a stable shareholding structure and
within its stated financial policies. A rating upgrade would also
be dependent on Lenta's ability to improve and sustainably
maintain robust financial metrics such as adjusted debt/EBITDA
below 3.0x and adjusted EBITA/interest coverage above 2.5x, as
well as a solid liquidity position.

Though currently not expected, negative pressure on Lenta's
ratings would arise if the company's adjusted debt/EBITDA were to
trend towards 4.5x and adjusted EBITA/interest decrease to below
2x, all on a sustained basis. A material deterioration in the
company's liquidity profile, including access to its bank
facilities and covenants compliance could also have negative
rating implications.

PRINCIPAL METHODOLOGY

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

Headquartered in St. Petersburg, Russia, and incorporated in
British Virgin Islands, Lenta Limited is one of the leading
Russian food retailers operating a chain of hypermarkets in
Russia. Starting in 2013, the company has also been actively
developing supermarkets as its second format. In the 12-month
period ended June 2015, Lenta generated sales of approximately
US$4.7 billion and adjusted EBITDA of around US$558 million.


LESBANK JSCB: Placed Under Provisional Administration
-----------------------------------------------------
The Bank of Russia, by its Order No. OD-2660 dated October 6,
2015, revoked the banking license of credit institution OJSC JSCB
Lesbank from October 6, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- due to the credit institution's failure to
comply with federal banking laws and Bank of Russia regulations,
the application of measures envisaged by the Federal Law "On the
Central Bank of the Russian Federation (Bank of Russia)" as well
as considering a real threat to the bank's creditors and
investors.

Lesbank implemented high-risk lending policy and did not create
loss provisions adequate to the risks assumed.  The credit
institution was involved in dubious operations.  Besides, the
credit institution violated instructions of the supervising
authority and failed to comply with imposed restrictions on
certain operations.  Both management and owners of the credit
institution did not take any effective measures to bring its
activities back to normal.

Pursuant to Bank of Russia Order No. OD-2661, dated October 6,
2015, a provisional administration was appointed to Lesbank for
the period until the appointment of a receiver in accordance with
the Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

Lesbank is a member of the deposit insurance system. The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by legislation.

As of September 1, 2015, OJSC JSCB Lesbank ranked 433rd by assets
in the Russian banking system.


PODDERZHKA IRKUTSK: Bank of Russia Revokes Insurance License
------------------------------------------------------------
The Bank of Russia, by its Order No. OD-2611 dated September 30,
2015, revoked the insurance license of Podderzhka. Irkutsk Peasant
Insurance Company, open joint-stock company.

The decision is taken due to the insurance agent's failure to
eliminate violations of the insurance legislation on time, which
have served the basis for license suspension (Bank of Russia Order
No. OD-1760, dated July 23, 2015, "On Suspending Insurance Licence
of the Open Joint-stock Company Podderzhka. Irkutsk Peasant
Insurance Company).  In particular, the insurance agent failed to
duly comply with Bank of Russia instructions No. 6-16-3-5/17461
of May 8, 2015 issued due to the non-compliance with the
requirements of financial soundness and solvency with regard to
security of insurance reserve funds and own funds with eligible
assets.  The decision becomes effective the day it is published in
the Bank of Russia Bulletin.

Due to the license revocation, Podderzhka Irkutsk Peasant
Insurance Company should:

   -- take a decision to terminate insurance activity in
      accordance with the Russian Federation legislation;

   -- honor obligations envisaged by insurance (reinsurance)
      agreements, in particular pay indemnities for insured
      events;

   -- transfer obligations assumed under insurance (reinsurance)
      agreements and (or) terminate these agreements,

within a month after the decision on license revocation becomes
effective, notify the insured persons about the license
revocation, early termination of insurance (reinsurance)
agreements, and/or transfer of obligations assumed under insurance
agreements to another insurance agent.


UNITED NATIONAL: Placed Under Provisional Administration
--------------------------------------------------------
The Bank of Russia, by Order No. OD-2662 dated October 6, 2015,
revoked the banking license of Nizhny Novgorod-based credit
institution United National Bank, LLC from October 6, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
repeated violations over the past year of Bank of Russia
regulations issued in compliance with the Federal Law "On
Countering the Legalisation (Laundering) of Criminally Obtained
Incomes and the Financing of Terrorism".

United National Bank failed to comply with the requirements of
Bank of Russia regulations on anti-money laundering and combating
the financing of terrorism, including with respect to the
submitting to the authorized body of reliable data on operations
subject to mandatory control.  The credit institution was involved
in suspicious operations to withdraw monetary funds abroad as well
as suspicious large-scale transit operations. The management and
owners of the bank failed to take effective measures to bring the
situation back to normal.

In pursuance of Bank of Russia Order No. OD-2663, dated
October 6, 2015, a provisional administration has been appointed
to United National Bank for a term until the appointment of a
receiver in accordance with the Federal Law "On Insolvency
(Bankruptcy)" or a liquidator in accordance with Article 23.1 of
the Federal Law "On Banks and Banking Activities".  In compliance
with federal laws, the powers of the credit institution's
executive bodies have been suspended.

United National Bank is a participant in the deposit insurance
system.  The revocation of the banking license is recognized as an
insured event stipulated by Federal Law No. 177-FZ "On Insurance
of Household Deposits in Russian Banks" with regard to the bank's
obligations to honor household deposits identified in accordance
with the procedure established by law.

According to reporting data, as of September 1, 2015, United
National Bank LLC ranked 622th in the Russian banking system in
terms of assets.


URALKALI PJSC: Fitch Cuts LT Issuer Default Ratings to 'BB-'
------------------------------------------------------------
Fitch Ratings has downgraded PJSC Uralkali's Long-term Issuer
Default Ratings (IDR) to 'BB-' from 'BB+'. The Outlook is Stable.
This follows a last-minute increase in the amount of the second
share buyback program in 2015, leading to higher leverage while
also underlining increased unpredictability around shareholder
actions. The foreign currency senior unsecured rating on Uralkali
Finance Limited's notes has been downgraded to 'BB-' from BB+.

"The downgrade reflects Uralkali's weakened financial metrics and
aggressive shareholder actions culminating in the departure of a
key shareholder, Chengdong Investment Corporation (CIC). Following
the completed USD2.06 billion share buyback, we now forecast
Uralkali's funds from operations (FFO) adjusted net leverage at
3.7x in 2015, an increase from the 3.2x we had expected following
the initial buyback announcement. Leverage continues to remain
considerably above our previous downgrade trigger of 2.5x to 2018,
even when assuming no future shareholder returns. This places
Uralkali's credit profile at 'BB-', after a two-notch discount for
weak corporate governance," Fitch said.

A strong operational profile and robust cost position affords
Uralkali a large degree of flexibility over the pace of de-
leveraging which can lead to positive rating action once leverage
returns to levels compatible with its ratings. However, this is
contingent on clarity on the company's future capital structure
and financial policy.

KEY RATING DRIVERS

Share Buybacks Increase Leverage

The recently completed USD2.06 billion share buyback follows a
USD1.1 billion share buyback completed in June 2015, and has been
funded by new bank debt (a repo transaction from VTB bank for
USD800 million) and available cash. The earlier buyback resulted
in Uralkali's free float shrinking to 23% from 28%, and the recent
buyback reduces this further to around 14%. This raises the
possibility of a delisting of Uralkali's global depository
receipts (GDRs) from the London Stock Exchange, leaving Moscow-
based MICEX as the only stock exchange where Uralkali's equity can
be traded, if this is not de-listed as well.

The share buybacks are accompanied by increased uncertainty on
future dividend outflows and future buybacks as the company
continues to adopt an unpredictable financial policy, which is
leading to a less diversified shareholder structure. This comes at
a time of lower production following the Solikamsk mine accident
-- which has led to accelerated capex -- and weaker-than-expected
potash price recovery, meaning FFO adjusted net leverage will
increase to 3.7x in 2015.

Lower Production, Moderate Capex

The flood accident at Uralkali's Solikamsk-2 potash mine in 4Q14
resulted in output reduction to around 11mt in 2015 from 12.1mt in
2014. Production is not expected to return to 2014 levels until
2018 when new potash fields come on line. Uralkali has therefore
accelerated expansion capex over the medium-term to restore
production volumes and global market share over the next few
years. Uralkali's decrease in earnings from lower production is,
however, offset by rouble depreciation, which is contributing to
lower rouble-based production costs versus US dollar-denominated
revenues.

Pricing Broadly Flat

The break-up of the BPC potash cartel resulted in intensifying
competition on prices since late 2013 as Uralkali fought to regain
lost market shares. This was a stark departure from the supply-
discipline that had characterised the market and underpinned the
resilience of potash prices through the cycle. Spot potash prices
remain at levels of around USD300/t, reflecting the fundamental
rebasing of potash prices at a lower level. Fitch forecasts a
prudent USD5/t increase in potash prices per year in 2016-2017.
However, we believe that low potash prices will continue, given
significant excessive capacity in the market as well as potential
capacity coming on in Canada and a low grain price environment in
the short term.

Leverage Drives Downgrade

Under our base case, Uralkali's vertical integration and
competitive cost base should support EBITDA margins of 55%-60%
through the cycle. We forecast FFO adjusted net leverage will
increase to 3.7x in 2015 following its two share buybacks. We
expect it to remain above our previous downgrade trigger of 2.5x
until 2018, due to higher capex as well as lower prices and
production and also due to the potential for further creditor
negative events to weaken the balance sheet.

Corporate Governance

Fitch extended the corporate governance discount to Uralkali to
two notches from one notch, following the July 2015 USD1.1 billion
share buyback and the commencement of a discretionary dividend
policy. The shareholder structure is becoming more concentrated
that Fitch no longer sees a balance of interests across all
stakeholders, with the buyback favoring certain large shareholders
at the expense of creditors.

Country and Industry Risks

Rating constraints include Uralkali's full exposure to the potash
demand cycle. In Fitch's view, combined with the high contribution
of emerging markets to revenues (64% in 2014, excluding Russia),
this implies higher earnings volatility than for more diversified
peers. Although these markets present strong growth potential,
they also tend to exhibit more erratic demand patterns than mature
agricultural regions.

Operational risks are also higher in potash mining than other
fertilizers as water-soluble salt deposits are susceptible to
flooding. Finally, the ratings are constrained by the higher-than-
average legal, business and regulatory risks associated with
Russia (BBB-/Negative/F3).

KEY ASSUMPTIONS

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

-- USD300/t potash export price in 2015 with prudent USD5/t
    annual growth in 2016-2017

-- Output gradually recovering to 12mt by 2018 from 11mt in 2015

-- USD/RUB at 60 in 2015, rising to 55 thereafter

-- Modest capex acceleration to USD0.7 billion-USD0.8 billion in
    2016-2018 from USD0.4 billion in 2015

-- Shareholder distributions of USD0.5 billion annually from
    2016

RATING SENSITIVITIES

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

-- A further lower rebasing of potash prices, material
    disruptions and decrease in production or a continued
    aggressive financial policy resulting in FFO adjusted net
    leverage above 4x over the next two years.

-- Further aggressive shareholder actions that become
    detrimental to the operation and financial profile of
    Uralkali leading to a larger corporate governance discount.

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

-- Re-establishment of financial policies and clarity of the
    shareholder structure, coupled with an improvement in potash
    pricing and higher production, resulting in FFO adjusted net
    leverage sustainably below 2.5x.

LIQUIDITY

Uralkali's liquidity is adequate with USD2.5 billion of available
cash at end-2014, USD1.1 billion free cash flow generation
forecast over 2015 and USD800 million raised under the VTB repo
structure, against USD0.7 billion short-term financial obligations
and USD3.16 billion of share buybacks. Liquidity for 2016 should
also remain adequate assuming continued access to Russian loan
markets and strong free cash flows, unless significant shareholder
distributions are made. Uralkali continues to have access to
capital markets, as demonstrated by signing a recent four-year
pre-export financing loan of USD655 million.

In accordance with Fitch's policies the issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different than the original rating committee
outcome.



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


DERINDERE TURIZM: S&P Assigns 'B/B' Counterparty Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B/B' long- and short-term counterparty credit ratings to Turkish
operational leasing company Derindere Turizm Otomotiv Sanayi ve
Ticaret A.S. (DRD). The outlook is stable.

At the same time, S&P assigned its 'trBBB/trA-3' long- and short-
term Turkey national scale ratings to DRD.

The ratings are constrained by S&P's view of DRD's monoline
business model, lack of geographic diversification, and high debt
leverage. DRD's meaningful market share in Turkish operational
fleet leasing is a supportive factor.

Established in 1998, DRD is a small family-owned operational car
leasing company with operations only in Turkey. The company's main
business is operational leasing and fleet management; it started
offering daily car rental and individual car leasing only in 2014.
With an estimated 9% market share and more than 23,000 cars under
lease -- of which about 2,300 were daily car rentals -- as of June
30, 2015, DRD ranked as one of the five largest companies in
Turkey's small operational car leasing segment.

Despite its niche operations, DRD has good name recognition in
Turkey and a supportive track record of operational performance,
displaying steady growth of its fleet amid the volatile
macroeconomic conditions in Turkey. In addition, although small in
absolute terms, DRD enjoys economies of scale in vehicle
acquisition and disposals, thanks to its 9% market share, its
granular and well-diversified client base, and its competitive
offering both in terms of product diversity and pricing.

"Our assessment of DRD's financial risk profile reflects our
expectation that the company's total debt-to-EBITDA ratio could
stay above 5x over the next 12-18 months, due to the sensitivity
of its EBITDA to foreign currency fluctuations. Although the
majority of the company's debt is in foreign currencies, it
represents the composition of its lease receivables. However, we
note that currency volatility affects DRD's profitability mainly
because of a currency mismatch relative to used car sales. The
company finances most of its new leases through bank debt, and to
a lesser extent through domestic bond issuances. But we expect its
cash sources to meet only about 70%-75% of its cash uses through
2015-2016. The company's policy is to maintain a low level of cash
and liquid investments, which maximizes earnings but limits its
cash sources."

Nevertheless, through the pledging of cars to be leased and lease
receivables, DRD has managed to establish loans and credit lines
with 34 local and foreign-owned banks and non-bank financial
institutions in Turkey, of which 40% remained unused as of June
30, 2015.

"We regard DRD's liquidity as "less than adequate," as defined in
our criteria."

"The stable outlook reflects our expectation that DRD's business
and financial risk profiles will remain commensurate with the
ratings over the next 12 months. We do not expect the company's
competitive position to improve meaningfully, although we
anticipate that it will expand by leveraging growth opportunities
in Turkey's underpenetrated fleet management sector and maintain
its market position as one of the country's five largest
operational leasing entities."

Over the outlook horizon through year-end 2016, we anticipate that
DRD's leverage -- measured as debt to EBITDA -- will be at about
5x and remain a key constraint for the ratings. Because DRD is
still in the growth phase of its business cycle, it lacks critical
mass and remains vulnerable to swings in Turkey's volatile
economy.

The likelihood of a negative rating action over the outlook
horizon is low because it would imply a significant deterioration
of liquidity, with cash sources materially lower than cash uses.

"To warrant a positive rating action, we would look for a
reduction in DRD's leverage on a sustainable basis to below 5x as
measured by debt to EBITDA. Other rating factors that might
trigger the same mostly pertain to the company's business risk
profile, where we see limited chances for an improvement over the
outlook horizon."



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


METINVEST BV: Noteholders Form Ad Hoc Committee
-----------------------------------------------
UkrainianJournal.com reports that holders of in excess of 50% of
the outstanding principal amount across the 2016 Notes, 2017 Notes
and 2018 Notes of Metinvest B.V. have formed an ad hoc committee.

"The committee has appointed The Blackstone Group International
Partners LLP as financial advisers and Linklaters LLP as legal
advisers.  The issuer welcomes this development and will engage
with the committee and its advisers," UkrainianJournal.com quotes
the announcement as saying.

As reported by the Troubled Company Reporter-Europe on June 29,
2015, Bloomberg News disclosed that the company is seeking to
restructure borrowings after almost all of its facilities in war-
torn eastern Ukraine were hit by shelling and mortar attacks.

Metinvest BV is Ukraine's largest steelmaker.



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


AMDIPHARM MERCURY: Moody's Confirms B3 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has confirmed the B3 Corporate Family
Rating, B3-PD Probability of Default Rating and B3 instrument
ratings of Amdipharm Mercury Debtco Limited ("AMCo"). The outlook
on all ratings is stable. This follows the downgrade of Concordia
Healthcare Corp.'s Corporate Family Rating and Probability of
Default Rating to B3/B3-PD respectively in conjunction with its
pending acquisition of Amdipharm Mercury Debtco Limited. This
concludes the review with direction uncertain that was initiated
on September 10, 2015. It remains Moody's expectation that AMCo's
rated debt will be redeemed in conjunction with the closing of the
proposed transaction. Moody's would withdraw all ratings of AMCo
once the outstanding rated debt is redeemed.

RATINGS RATIONALE

On September 8, 2015, Concordia Healthcare Corp., rated B3,
stable, announced that it had signed an agreement with Cinven
and/or funds managed or advised by the group and certain other
sellers, to acquire AMCo for total consideration of approximately
USD3.5 billion. Moody's notes that the proposed transaction is
subject to stock exchange approval and is expected to close in Q4
2015. In conjunction with announcing the transaction, Concordia
has announced its intention to redeem AMCo' outstanding rated debt
obligations at closing. Concordia has signed a commitment letter
with various banks, which have agreed to provide credit facilities
and bridge commitments of up to US$4.3 billion to fully pay for
the acquisition price and refinance all outstanding term loans or
indebtedness for borrowed money of AMCo. Moody's has downgraded
the Corporate Family Rating and Probability of Default Rating of
Concordia Healthcare Corp. to B3/B3-PD respectively on October 1,
2015 to reflect the impact of the proposed transaction on the
credit profile of Concordia.

WHAT COULD CHANGE THE RATING UP/DOWN

In a scenario where the proposed transaction would not go ahead,
Moody's would consider upgrading the ratings of AMCo if leverage
as measured by debt/EBITDA would move sustainably below 5.0x and
the company would continue to diversify its product portfolio and
geographical exposure. A successful implementation of the dual
sourcing strategy would also be supportive of a higher rating.

Downward pressure could be exerted on the ratings as a result of a
material deterioration in operating performance leading to a lack
of deleveraging and a break even free cash flow generation.
Diminishing headroom under financial covenants could also lead to
negative pressure on the ratings.


COMPASS MIDCO: Moody's Assigns '(P)B1' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a first-time (P)B1
corporate family rating to Compass Midco Limited ("Park Resorts
and Parkdean"). Concurrently, Moody's has assigned (P)B1 senior
secured rating to the senior secured facilities of Compass Holdco
2 Limited, currently being marketed. The facilities include GBP550
million senior secured Term Loan B due 2022 and GBP40 million
revolving credit facility due 2021. The outlook for all ratings is
stable. This is the first time that Moody's has assigned ratings
to Park Resorts and Parkdean.

Moody's assigned provisional ratings conditioned on the closing of
the transaction as anticipated without material changes resulting
from the Competition and Markets Authority review.

The proceeds of the term loan will be used to effect the merger of
Park Resorts, Parkdean, Southview & Manor Park and South Lakeland
Park.

RATINGS RATIONALE

The (P)B1 corporate family rating reflects the new entity's
leading market position following the merger, relative stability
of the three out of the four business segments of the combined
group, the management's ability to shift resources among business
segments in line with their relative performance through the
cycle, positive macroeconomic backdrop, experienced management
team and moderate credit profile.

These positive drivers are counterbalanced by material execution
risks embedded into transactions of this size and complexity as
well as the on-going CMA review scheduled to be completed on the
October 28, 2015.

The merger will combine the first and third largest UK caravan
companies (in terms of the number of parks) to create a clear
sector leader. The combined company will own 73 caravan parks
encompassing 35,400 pitches which the management estimates to be
approximately 10% of the pitches in the UK.

The merged group will continue its predecessors' operations in
four business segments: caravan and lodge sales, holiday sales,
owner income and on-park spend. Caravan and lodge sales offer new
and used caravans and lodges for individual purchase to new and
existing customers for a fixed period of time. This business tends
to lag residential housing business through the economic cycle and
is the most volatile part of the business portfolio. Owner income
is comprised of pitch fees payable by caravan owners to the
company on an annual basis. This income stream is stable due to
its contractual nature, and the cash flows are highly visible
owing to advance payments by most owners. Holiday sales offer
primarily company-owned (and owner unit sublet) caravans for rent
to the public. This business tends to be more resilient since it
provides a low cost vacation option which remains attractive to
the consumers even in a relatively weak economic environment.
Positively, a large proportion of these vacations are pre-booked
well in advance. On-park spend depends on the parks' occupancy by
owners and renters and captures the revenues from cash-pay
facilities available at individual parks, such as food and
beverage outlets, sundry shops and amusements (arcades).

The caravan park industry is competitive although the primary
competition is not among individual parks but across a wider range
of vacation and leisure options. The fundamental macroeconomic
drivers for the caravan business are similar to those for tourism
in general: GDP growth, unemployment and consumer confidence.
Currently, the UK economy is performing well and is expected to
post GDP growth in the 2%-3% in the near term, a healthy long-run
level.

Pro forma for the first full year of operation as a combined
entity (calendar 2016), the merged group is expected to have a
solid EBITA margin of slightly over 20%, leverage of 5.2x
(Debt/EBITDA), coverage of 2.2x (EBITA/Interest) and cash flow of
12% of debt (RCF/Net Debt). All metrics include Moody's standard
adjustments. Over time, as merger synergies are realized, we
expect these metrics to improve.

Moody's views the execution and integration of the merger without
disrupting existing customer patterns as the greatest downside
risks. In addition, we are mindful of the ongoing Competition and
Markets Authority review, the results of which are due on
Oct. 28, 2015.

The merged entity is expected to have sufficient liquidity from
operating cash flows and a GBP40 million revolving credit facility
expected to be undrawn at closing. The company's cash flow is
strong; however, it is influenced by seasonality of its
performance and capital needs. Still, we anticipate the merged
company to maintain adequate liquidity with the understanding that
it will experience seasonal swings.

The rated GBP40 million revolving credit facility (expected to be
undrawn at closing) and GBP550 million Term Loan B will comprise
all of the company's debt. Both instruments will be secured on a
first priority ranking basis by all assets of the company
including the majority of real estate holdings. The company will
also have a GBP350 million shareholder loan which Moody's views as
100% equity. The shareholder loan has an automatic provision for
the ownership of the loan notes to be transferred to the equity
holders five days after the closing of the transaction. While
there is a risk that in the event of bankruptcy during these five
days the shareholder loan may be viewed as debt, we consider this
risk remote.

The stable rating outlook reflects our expectation that the
management will successfully execute on the merger and integration
of the four predecessor entities capturing both revenue and cost
synergies and retaining the customer traffic to the parks. We
further anticipate the combined company to strengthen its credit
profile beyond the merger pro forma (leverage of 5.2x, coverage of
2.2x, cash flow/debt 12.2%) and to maintain adequate liquidity at
all times.

Positive rating movement would be unlikely in the medium term
given the size and scope of the company in relation to its global
peers. Still, positive rating momentum would be contingent on
successful integration following the merger and realization of
synergies such that the company's leverage declines closer to 4.5x
and coverage improves closer to 3.0x.

Negative rating pressure would result from any operational
reversals as a result of the integration leading to the
deterioration in the company's credit metrics below the pro forma
levels of 5.2x leverage and 2.2 coverage. Any liquidity challenges
would also introduce negative rating pressure.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.


COMPASS MIDCO: S&P Assigns 'B' Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to U.K.-based holiday park operator,
Compass Midco (CM). The outlook is stable.

"At the same time, we assigned a 'B+' issue rating to the group's
GBP550 million senior secured term loan and GBP40 million RCF. The
recovery rating on the loan is '2', reflecting our expectation of
significant (70%-90%) recovery prospects, at the higher end of the
range, in the event of a payment default. "

"Our ratings on CM reflect our assessments of the group's 'weak'
business risk profile and 'highly leveraged' financial risk
profile, as our criteria define these terms," S&P said.

CM will combine two of the larger holiday park operator in the
U.K., Park Resorts and Parkdean, to become the largest provider in
a fragmented market.

"Our business risk profile assessment is constrained by CM's
limited geographic diversity, being based solely in the U.K.,
limitations on its accommodation offering in relation to the
broader competitive tourism market, and exposure to cyclical
consumer discretionary spending. In addition, there is a
moderately seasonal aspect to the company's revenues, which peak
in correlation with school holiday periods."

However, this is partially mitigated by CM's track record of
revenue resilience and stable operating performance, even in a
recessionary environment. There is also good revenue visibility,
specifically in relation to annual income paid by caravan owners,
as well as high occupancy during peak periods.

"Furthermore, we view the group's profitability as solidly within
the "average" category when compared to lodging peers, with
reported EBITDA margins of above 25%.

"Our "highly leveraged" financial risk profile is based on our
view that in 2016 adjusted debt-to-EBITDA will be above 5.7x and
funds from operations (FFO) to debt will be about 10.6%. After
refinancing, CM will continue to have a highly leveraged capital
structure, primarily comprising a GBP550 million senior secured
loan, as well as minimal lease liabilities. The company has about
GBP400 million in shareholder loan notes, which we view as being
equity-like under our criteria; of this, we treat GBP25 million
still owned by CM management as debt."

"Our financial analysis is based on due diligence of the combined
entity as audited accounts for the combined entity are not yet
available."

"According to Standard & Poor's criteria, a combination of a
"weak" business risk profile and a "highly leveraged" financial
risk profile leads to an anchor of 'b' or 'b-'. We have selected
the higher anchor due to the company's credit metrics being at the
higher end of the "highly leveraged" category."

S&P's base case assumes:

Revenue growth of between 1.5%-2.0% on a like-for-like basis in
2015-2017, reflecting inflationary growth;

Modest expansion in margin, partly benefiting from merger related
synergies;

Capital expenditures (capex) of about GBP35 million in 2016,
lowering to GBP30 million over time; and

EBITDA margins of about 26%, improving by 0.5% by 2017.
Based on these assumptions, we arrive at the following credit
measures:

Adjusted debt to EBITDA of about 5.7x in 2016 and 5.6x in 2017;
Adjusted EBITDA interest cover of above 3.0x in 2016 and 2017; and

FFO to debt of about 10.6%.

"The stable outlook reflects our expectation that CM's operating
performance will remain consistent as a result of stable demand
for both owning a caravan and for caravan holidays in the U.K.
This demand results in revenue growth in excess of 2% per year. We
expect CM will be able to maintain EBITDA margins in excess of
25%. We also anticipate that credit metrics will likely remain
comfortably at the current rating level over the next 12-24
months."

"We consider an upgrade as unlikely over the medium term due to
CM's private equity ownership. The most likely trigger for an
upgrade would be our assessment of a more conservative financial
policy, such that we believed that adjusted debt to EBITDA would
remain sustainably below 5x. In addition, we could consider
revising the business risk profile to "fair," if profitability
were to improve EBITDA margins above 30% on a consistent basis."

"We could consider a downgrade if operating performance were to
significantly deteriorate as a result of lower demand for caravan
holidays, or if liquidity were to weaken to "less-than-adequate",
which could occur if covenant headroom reduced to less than 15%.
We could also lower the ratings if the financial sponsor owners
were to pursue a more aggressive policy, materially increasing
leverage from current levels."


SEVEN ENERGY: Fitch Puts B- IDR on Rating Watch Negative
--------------------------------------------------------
Fitch Ratings has placed Seven Energy International Limited's
(Seven Energy) Issuer Default Rating (IDR) of 'B-' on Rating Watch
Negative (RWN).

Simultaneously, Fitch has downgraded the senior secured rating of
wholly-owned subsidiary Seven Energy Finance Limited's 10.25%
USD300 million secured notes due 2021 to 'CCC+/RR5' from 'B-/RR4'
and placed them on RWN to reflect its reassessment of recovery
prospects for secured bondholders.

"The RWN is driven by our assessment of Seven Energy's liquidity
position, and reflects the risk that the company's plans to
address this may not be successful. We expect to resolve the RWN
once we obtain clarity on Seven Energy's progress in raising new
equity or debt capital, which we expect to happen by end-2015."

"Seven Energy has been actively managing its liquidity in 2015 and
in July signed a new senior debt facility, Accugas IV, replacing
the Accugas II and III facilities, and raising about USD80 million
of new debt including a USD30 million working capital facility. In
the event no new funding is secured, our base case shows liquidity
as very tight, with limited contingency beyond cutting already
reduced capex in the gas business. We understand that Seven Energy
is well progressed in discussions for additional facilities and is
actively contemplating raising further equity. Given the
unpredictability of the Nigerian operating environment, we
consider building a further cash buffer as vital for the company
to maintain its 'B-' rating."

"We downgraded the Recovery Rating on Seven Energy's USD300m
secured notes to 'RR5' from 'RR4' to reflect our reassessment of
recovery prospects for secured bondholders. As the Accugas IV
facility is secured on Seven Energy's gas assets in the South East
Delta, the value of the bond holders' security package largely
rests on the Strategic Alliance Agreement (SAA) which we expect to
generate little FCF in 2015-17. Despite the current market
conditions resulting in significantly reduced E&P market
valuations, we believe that bondholder recovery prospects may be
materially improved in case of a sustained commodity price
recovery."

"Despite weak oil prices that depressed results and increased
leverage in 2015, masking the progress of the largely fixed-price
gas business, we anticipate a near-doubling of revenues and EBITDA
in 2016 on 2015. Net cash flow from the SAA is expected to be
weak, as Nigerian Petroleum Development Company (NPDC) and Seven
Energy clear arrears from heavy development expenditure by Seplat
Petroleum Development Company (Seplat) in 2013-2015."

"We believe that over the medium term, Seven Energy will remain
small in size, maintain a complex structure and continue relying
on onshore operations in Nigeria. We expect that funds from
operations (FFO) net adjusted leverage will peak in 2015 at 5x
(end-14: 2.9x) and then decline to under 2x in 2016-2018,
commensurate with mid-'B' category."

KEY RATING DRIVERS

Negative FCF, Tightening Liquidity

In 2014, Seven Energy spent USD912 million on capex and
acquisitions, including USD408 million on the SAA and the rest on
acquiring licenses, the East Horizon gas pipeline and the south
east Niger Delta gas infrastructure. Although Seven Energy's capex
was down 60% yoy in 1H15 to USD72 million through reducing the
number of SAA drilling rigs, we project that total 2015 capex will
reach USD250 million and free cash flow (FCF) will exceed negative
USD110 million for the year.

On June 30, 2015, Seven Energy had cash on hand of USD60 million.
While the company is currently discussing with lenders additional
borrowings eg, the accordion feature under the Accugas IV, its
liquidity still largely depends on successfully raising new equity
by end-2015.

SAA Funding Plan Agreed

The SAA covers NPDC's 55% interest in North-West Niger Delta's oil
mining licences (OMLs) 4, 38 and 41, which are operated by Seplat.
SAA's gross daily production peaked at 81mbopd in July 2015,
mainly due to 24 new oil wells drilled in 2014, but its average
daily gross production in 1H15 was only 48.8mbopd. This is because
of continuing security issues at the Trans Forcados pipeline, its
main shipment route, which was shut down for about 30% of 1H15.

In 1H15, the SAA accounted for about 70% of Seven Energy's
revenues and over 80% of EBITDA on net oil entitlements and oil
liftings (actual volumes that Seven Energy received) of 15.4mbopd
and 9.9mbopd, respectively.

In May 2015, NPDC, Seven Energy and Seplat agreed the funding
plan. It provides for, among other things, Seven Energy to receive
limited net cash flows for the remainder of 2015 with almost all
oil allocations to be used for paying cash calls to Seplat.

"Further, we are aware that NPDC has accumulated a considerable
backlog of capital contributions to operators including Seplat and
the international oil companies. In the current environment, it is
possible that this might result in a deviation from the funding
plan further stretching Seven's liquidity. Therefore, we view the
continued successful operation of the funding plan as a pre-
requisite for the maintenance of a 'B-' rating."

Positive Gas Business Development

Seven Energy is monetizing natural and associated gas by supplying
it to regional power stations and industrial consumers. In January
2014, the company started gas deliveries to local consumers under
long-term fixed-price take-or-pay contracts from the Uquo field.
In May 2014 it completed the construction of train 2 of the Uquo
gas processing facility, bringing its total gas processing
capacity to 200MMcfpd. Its gas sales volumes in 2014 were 23MMcfpd
at the average price of USD2.81 per thousand standard cubic feet
(mscf).

In 2015, the company commenced gas deliveries to Calabar and
Alaoji National Integrated Power Projects, bringing the total to
five customers. Three of Seven Energy's gas supply contracts, with
Ibom Power, Calabar and Unicem cement plant, are long-term fixed-
price take-or-pay and another two, Alaoji and Notore fertilizer
plant, are short term. In 1H15 Seven Energy's gas sales averaged
57MMcfpd at the average price of USD3.81/mscf, increasing the
share of gas in its revenues to 27%.

"We forecast that this share will increase as the company
continues ramping up its gas production. Seven Energy expects gas
deliveries to reach 200MMcfpd in 2016 when the Oron -- Creek Town
pipeline becomes operational for supplying contractual volumes to
Calabar NIPP, construction of which has been delayed. Given the
SAA funding issues, the South East delta gas business in
2015-2018 should be the primary source of cash for Seven Energy,
accounting for about 75% of the company's estimated USD600 million
in asset FCF in 2015-2017, which would help it service its debt."

Small Nigerian E&P Operations

At December 31, 2014, Seven Energy had total proved and probable
(2P) reserves of 220m barrels of oil equivalent, of which 46% were
oil reserves. In 1H15, 69% of Seven Energy's hydrocarbon revenues
came from selling oil liftings under the SAA, a service-type
contract with NPDC, a fully-owned subsidiary of the state-owned
Nigerian National Petroleum Corporation. The company's production,
including of 16mbopd of oil, is comparable with other Fitch-rated
E&P companies with ratings in the 'B' category, in particular, MIE
Holdings Corporation (B/Stable, 16mbopd), Kosmos Energy Ltd
(B/Stable, 23mbopd) and Kuwait Energy (B-/Stable, 25mbopd).
Currently its scale caps Seven Energy's ratings in the mid 'B'
category.

RATING SENSITIVITIES

"We expect to resolve the RWN on the successful conclusion of
Seven Energy's additional fund raising exercise in late 2015. This
may include raising additional committed debt facilities or new
equity capital. "

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

-- Maintenance of a material liquidity buffer in the form of
    available cash or committed facilities.

-- Continued implementation of the funding plan agreement.

-- Maintaining stable production volumes from the SAA, and
    successful development of contingent oil and gas resources,
    over the medium term.

-- Continued successful implementation of gas strategy, both
    upstream and midstream, with a track record of timely payment
    for gas by offtakers by end-2016.

Negative: Future developments that may, individually or
collectively, lead to a downgrade to 'CCC':

-- Failure to raise new equity and debt capital to improve
    liquidity.

-- A breakdown in the SAA funding plan with adverse cash flow
    consequences for Seven Energy.

-- Continuing security-related shutdowns at the Trans Forcados
    pipeline in excess of management expectations.

-- Failure to achieve gas production targets and/or obtain
    timely payments for natural gas from offtakers over the
    medium term.

KEY ASSUMPTIONS

-- Brent oil price deck of USD55/bbl in 2015, USD65/bbl in 2016,
    USD75/bbl in 2017 and USD80/bbl thereafter.

-- Limited net cash flows from the SAA in 2016-2017.

LIQUIDITY AND DEBT STRUCTURE

Payment Profile Improves

In 2015, Seven Energy replaced the existing Accugas II and Accugas
III with Accugas IV structure with the commencement of principal
repayments in March 2016 instead of March 2015. Consequently,
Seven Energy has no debt repayments in 2015, only USD50 million in
2016 and USD121 million in 2017.


SHIP LUXCO: S&P Puts 'B' Corp. Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said placed its 'B' long-term
corporate credit rating on U.K.-based payment processor Ship Luxco
3 S.a.r.l. (Worldpay) on CreditWatch with positive implications.
At the same time, S&P affirmed its 'B+' issue rating on Worldpay's
senior secured debt.

"The CreditWatch placement follows Worldpay's recently announced
intention to float on the London Stock Exchange, with plans to
raise net proceeds of about GBP900 million. This will primarily be
used to reduce debt, including the group's payment-in-kind (PIK)
loans and preferred equity certificates. We expect this to
materially reduce Worldpay's cost of debt, as will the company's
plans to refinance all its existing debt with new GBP1.5 billion
bank loans that bear lower margins than the existing debt
facilities."

"We forecast that these factors, along with continued top-line
growth, will lead to a marked reduction in the company's Standard
& Poor's-adjusted leverage to well below 5x. Additionally, we
forecast a meaningful reduction in leverage, on an adjusted basis,
over the next two years. This will be because the company's
exceptional costs, most of which are related to the new platform
and separation from the Royal Bank of Scotland (RBS), are
anticipated to continue declining. We also expect that Worldpay
will meaningfully strengthen its free cash flow from 2016, thanks
to the combination of lower interest costs, lower exceptional
costs, and declining capital expenditure (capex). We forecast free
cash flow in 2016 of more than GBP100 million and free operating
cash flow (FOCF) to debt improving to about 8%, with further
improvement to more than 10% in 2017."

"In our view, the flotation is likely to be part of the plan of
controlling shareholders Bain Capital and Advent International to
exit the company. Therefore, we see limited risk of Worldpay
pursuing an aggressive financial policy that would lead to a
recapitalization of the balance sheet back to the previous
leverage ratios that constrained the rating."

"Worldpay's business risk profile continues to reflect its leading
market position in the U.K., its ample geographic diversity, solid
growth prospects from e-commerce transactions, the ongoing shift
from cash to card and mobile payments, and its complete end-to-end
payment processing solutions. The group's competitive advantage
remains constrained by its weak operating efficiency due toongoing
exceptional costs and capex related to Worldpay's separation from
RBS and the build-out of a new payment processing platform. We
consider Worldpay to be on the higher range of the scale, however,
with potential upside if the execution of migration of customers
to the new platform is successful, and exceptional costs largely
diminish."

"Our base-case operating scenario for Worldpay assumes:
Mid- to high-single-digit revenue growth (5%-7%) in 2015 and 2016,
mainly due to growth of more than 15% in e-commerce.
Margin increase to more than 9% by 2016 from about 8% in 2014, due
to lower exceptional costs and benefits of increased operating
leverage. Capex to sales of about 4%.

"Based on these assumptions, we arrive at the following credit
measures post-IPO:

Funds from operations to debt of about 12% in 2015 and 17% in
2016, up from about 4% in 2014;

Debt to EBITDA of about 4.7x in 2015, declining to about 4.1x in
2016, from 8.6x in 2014;

FOCF to debt increasing to about 8% in 2016 from 0.3% in 2014.

"We aim to resolve the CreditWatch in the fourth quarter of 2015,
upon successful completion of the IPO and debt refinancing."

"We are likely to raise our long-term rating on Worldpay by a
maximum of three notches depending primarily on:

The debt reduction and terms achieved at the completion of the
transaction, and the consequent impact on Worldpay's credit
metrics.

"Our assessment of the company's financial policy after listing,
and the medium-term intention of its controlling shareholders.
Based on the company's recently announced plans to raise GBP900
million, to be used toward debt reduction, we anticipate that the
final rating upon successful completion would be raised by a
minimum of two notches."


SOHO HOUSE: Moody's Withdraws (P)Caa1 Rating on GBP200MM Notes
--------------------------------------------------------------
Moody's Investors Service has withdrawn Soho House Bond Limited's
provisional rating of (P)Caa1 on the envisaged new GBP200 million
of senior secured notes.

RATINGS RATIONALE

The withdrawal follows the company's decision to withdraw its
proposed GBP200 million senior secured notes offering.


SPIRIT ISSUER: Moody's Hikes Ratings on 7 Tranches to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
classes of Notes issued by Spirit Issuer plc.

Moody's rating action is as follows:

  GBP43.4M A1 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP188.6M A2 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP58.3M A3 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP210.5M A4 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP161.2M A5 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP101.293M A6 Notes, Upgraded to Ba1 (sf); previously on
  Jun 1, 2015 Ba2 (sf) Placed Under Review for Possible Upgrade

  GBP58.352M A7 Notes, Upgraded to Ba1 (sf); previously on Jun 1,
  2015 Ba2 (sf) Placed Under Review for Possible Upgrade

Moody's has also affirmed the Counterparty Instrument Rating for
the Liquidity Facility.

   Liquidity Facility Agreement Notes, Affirmed Aa3 (sf);
   previously on Jun 1, 2015 Affirmed Aa3 (sf)

The rating action on the Notes reflects the positive trend over
the last several quarters of a number of key credit drivers and
metrics such as FCF and EBITDA debt multiples as well as the
potentially positive impact of the acquisition of Spirit Group by
Greene King. Despite a decreasing number of pubs in the
securitization, the overall performance is positive. On a trailing
12 months basis, EBITDA of the securitized pubs grew by 5% year on
year to Q2 2015. The managed estate portion was the key driver of
this EBITDA growth continuing to benefit from the significant
CAPEX investment over the last few years and improving income from
food offerings. We expect EBITDA to continue to increase in single
digit figures. In addition, given that the Spirit securitization
pubs will be integrated into Greene King's total business, the
parent's credit strength was a second driver for the upgrade of
the class A bonds.

The Counterparty Instrument Rating for the Liquidity Facility
Agreement is not impacted by the positive impact of the change of
ownership and the pubs' positive performance. The rating was
affirmed as a consequence.

The key parameters in Moody's analysis are (1) the intrinsic
credit strength of the borrowers and the Sponsor group; (2) the
sustainable free cash flow debt multiples generated by the
underlying property portfolio and operations over the medium to
long term horizon of the transaction and (3) the structural
protections available to the noteholders aimed at limiting the
sensitivity of the credit quality of the notes from the underlying
credit quality of the borrower and its operations.

For the Counterparty Instrument Rating ("CIR"), Moody's also took
into account factors detailed in 'Moody's Approach to Counterparty
Instrument Ratings' published in June 2015.

Methodology Underlying the Rating Action:

The principal methodologies used in rating A1, A2, A3, A4, A5, A6
and A7 Notes were Moody's Approach to UK Whole Business
Securitisations published in October 2000, and Restaurant Industry
published in September 2015.

The methodology used in rating Liquidity Facility Agreement 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:

Factors that may cause an upgrade of the ratings include a
significant improvement of the credit quality of the parent
company of the borrower and positive performance of the underlying
operations of the pubs. Factors that may cause a downgrade of the
ratings include a significant deterioration of the credit quality
of the parent company of the borrowers and negative performance of
the underlying operations of the pubs. These factors affect all
the notes excluding the CIR.

An upgrade of the CIR is unlikely given the heavily operative,
whole business type operations of the borrowers. An increase of
the probability of liquidity draws and/or a decrease of the
underlying collateral value in the transaction may lead to a
downgrade of the CIR.

Loss and Cash Flow Analysis:

In this approach, Moody's analyses the credit quality of the
borrowers and the whole business securitization structure. A
sustainable annual free cash flow (FCF) is derived over the medium
to long term horizon of the transaction, and then multipliers are
applied to such cash flows in order to reach the debt which could
be issued at the targeted long-term rating level for the notes. In
addition, Moody's considers various haircuts on the pub values.

Stress Scenarios:

Moody's looks at haircuts on the pub values and stresses FCF for
it analysis.

MOODY'S PORTFOLIO ANALYSIS

Spirit Issuer plc represents a whole-business securitization of a
pool of 635 managed and 424 leased public houses located across
the UK. It originally closed in November 2004 and was restructured
in July 2006 and (via a tap issuance) in 2013.

Greene King successfully acquired Spirit Pub Company for GBP774m
in June 2015. The Spirit securitization entities now form part of
the Greene King group.

The securitization performance over the last 12 months has been
broadly positive, with the trend having started in 2011. A
stronger performance in the managed estate has offset a somewhat
weaker performance in the leased estate. The declining performance
of the leased estate has been driven by reduced beer sales and
rent revenues, whilst increased food sales has been a growth
driver in the managed division. EBITDA per pub within the managed
estate has increased to almost GPB 200,000 versus a trough of GBP
127,000 in Q3 2010. However, within the leased estate, EBITDA per
pub has been broadly flat over the same period.

Moody's FCF multiple for the Class A1 to A7 Notes is at 5.8x. This
has declined from a peak of 8.5x in Q2 2009. The Net Debt to
EBITDA has followed a similar trend declining from 7.5x in Q2 2009
to 4.6x as at Q2 2015. Moody's Note-to-Value ("NTV") ratio of
75.4% has declined slightly compared to a ratio of 77.1% a year
ago, as a consequence of increased underlying income. The NTV
ratio includes the mark-to-market valuation of the swaps included
in the securitization.


SYNERGY FITNESS: Mystery Surrounds Fate of 'Insolvent' Gym
----------------------------------------------------------
westbriton.co.uk reports that mystery surrounds the fate of a gym
that declared itself insolvent and suddenly closed despite no
insolvency proceedings taking place.

At the end of August, a post appeared on Portreath-based Red
Fitness Studio's Facebook page from company director and rugby
player Luke Collins, who has turned out for Redruth and is now
player/coach at St Ives, saying the gym had closed with immediate
effect, according to the report.

westbriton.co.uk relates that a statement read: "This is quite
possibly the hardest update I have had to give. As from 00:01 on
August 22, 2015, Synergy Fitness and Health Ltd (T/A the Red
Fitness Brand) was declared insolvent. This means as a company
director I have to cease trading in accordance to law. This will
mean the studio will now remain closed until debts are repaid or
the company is wound up.

"I would like to thank everyone that came to our classes or gym. I
have had an incredible three and a half years and I am gutted this
measure has happened, however it is totally out of my control."

The report says that despite the statement referring to the
payment of debts, Mr Collins, 33, and listed in company records as
living at Illogan Downs, Redruth, posted online that the decision
was made so he could spend more time with his children, and that
the gym was doing well.

westbriton.co.uk notes that Vickie Smith, insolvency inquiry
manager at The Insolvency Service, confirmed that according to its
records, the business has ceased trading and there are no
proceedings currently against it. "According to the records
available to me on the website at Companies House, Synergy Health
and Fitness Limited, is still showing as an active company which
means there are currently no insolvency proceedings against them
at this time," the report quotes Ms. Smith as saying.

The Companies House website has Synergy Fitness and Health Ltd
listed as still active, registered at an address in Green Lane,
Redruth. Mr Collins is listed as director, the report discloses.

The report adds that Mr Collins indicated that he was currently
liaising with his accountant regarding insolvency proceedings. The
gym's Facebook page has been taken down. He claimed the insolvency
paperwork took time to go through Companies House, but it
confirmed this was not the case, westbriton.co.uk adds.


* UK: IT Providers Can't Halt Services to Insolvent Companies
-------------------------------------------------------------
ComputerWeekly.com reports that insolvent companies now have the
right to force IT suppliers to continue providing services, after
new legislation that came into effect on October 1, 2015.

The supply of IT services has been put on an equal footing with
energy and telecoms utilities in that supplies can no longer be
cut off when a client firm has financial difficulties,
ComputerWeekly.com says.

The change is found in the Insolvency (Protection of Essential
Supplies) Order 2015 that amends part of the Insolvency Act 1986,
ComputerWeekly.com notes.  IT suppliers, including services such
as data storage, processing and website hosting, and their
customers have new obligations and rights of protection,
ComputerWeekly.com discloses.  Previously, an IT supplier could
stop providing a service if they felt an insolvent customer would
not be able to pay their bills, ComputerWeekly.com states.

The revised section 233 extends the list of essential services to
include private suppliers of utilities -- these being gas,
electricity, water and telecoms -- and adds IT supplies,
specifically "for the purpose of enabling or facilitating anything
to be done by electronic means",
ComputerWeekly.com relays.



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


* FSB to Phase in Loss-Absorbency Requirement for Big Banks
-----------------------------------------------------------
Esteban Duarte, Sonia Sirletti and Boris Groendahl at Bloomberg
News report that the Financial Stability Board, the global
regulator led by Bank of England Governor Mark Carney, will phase
in a loss-absorbency requirement for the world's biggest banks
starting from the low end of its proposed range in 2019.

According to Bloomberg, three people with knowledge of the
decision said banks on the FSB's list of global, systemically
important institutions, led by HSBC Holdings Plc and JPMorgan
Chase & Co., will need to have capital and debt available to take
losses in a crisis equivalent to 16% of their risk-weighted assets
in 2019, rising to 18% in 2022.

The three people said a leverage ratio requirement will also be
imposed, rising from 6% initially to 6.75%, Bloomberg relates.
The regulator made the decision at a meeting in London on
Sept. 25, though the numbers could change before the rules are
made public, two of the people, as cited by Bloomberg, said,
asking not to be identified because the process isn't public.

Under the total loss-absorbing capacity rules, lenders must have
capital and debt available to take losses to ensure they can be
recapitalized and restructured in an orderly way without recourse
to public funds, Bloomberg discloses.  The FSB, which brings
together regulators and central bankers from the Group of 20
nations, plans to deliver the final rules for endorsement by G-20
leaders in November, Bloomberg says.


* Global Insolvencies Rate Remains High, Atradius Reports
---------------------------------------------------------
Global Trade Review reports that trade credit insurer Atradius
said the fall in global insolvencies will be slower than expected,
mainly due to volatility in the eurozone.

The company has revised its prediction down from a 10% to a 7%
drop in insolvencies for 2015, the report says.

Global Trade Review notes relates that in particular, Atradius now
expects the decline to be only 4% instead of 11% in Belgium, where
declining consumer confidence and consumption are affecting the
market.

In France, insolvencies have been on the rise so far in 2015,
despite being predicted to fall for the first time since 2007, the
report says.

In Greece, bankruptcies are forecast to increase by 9% in 2015 as
the country's debt crisis escalates, according to Global Trade
Review.

Overall, insolvencies in the eurozone are currently 75% higher
than they were in 2007, and despite some improvements, will remain
67% higher in 2016, according to the report.

The report relates that even outside of the eurozone, the forecast
is less positive than expected: insolvencies could rise by as much
as 12% in Switzerland due to the surge in the Swiss franc, while
Australia will see a 2% increase in bankruptcies compared to the
previous forecast of a 9% decline.

Low commodity prices are also driving business failures in Canada
and Norway, the report adds.

"Despite the good news that the economy is rebounding, we cannot
forget that we are still operating in the shadow of recession.
Testament to this is the number of insolvencies we are still
experiencing in economies across the world. The slowdown in the
fall of insolvency rates serves to highlight how volatile the
global trading environment is for UK companies seeking to do
business overseas," the report quotes Jason Curtis, commercial
director at Atradius, as saying.

"While global insolvencies are declining, it is now at a slower
rate than previously predicted. Furthermore, it is only when you
compare the picture to pre-recession levels that you can clearly
see how far we have to go on the road to recovery."


* S&P Takes Rating Actions on 14 Exploration & Production Cos.
--------------------------------------------------------------
Standard & Poor's Ratings Services on Oct. 5 said it has taken
rating actions on 14 EMEA-based oil and gas exploration and
production (E&P) companies after completing a review of the
sector. Most rating actions reflect weak debt coverage measures in
2015 and 2016 and sometimes material negative discretionary cash
flow (DCF) after capital expenditures (capex) and dividends.

"Our review of the sector followed the recent revision of our
hydrocarbon price assumptions. This price revision reflects the
meaningful declines in futures curve for Brent, the result of a
currently over-supplied global market, as well as the ongoing
reset of production and development costs at lower levels," S&P
said.

"As a direct consequence of these updated price assumptions, we
have updated our forecasts on E&P companies. Actual and forecast
financial results in 2015 are typically weak or very weak.
Correspondingly, credit metrics are likely to be at or below our
guidelines for ratings, and we see very substantial negative DCF
for European oil and gas majors in particular. Also, our analyses
explicitly factor in our projections for 2016 and 2017. The extent
of the deviation from rating guidelines and the rate and
likelihood of a recovery in credit measures are important
distinguishing factors between companies."

"Following the 2014 sustained fall in Brent and other crude oil
benchmarks, the industry has been in a period of cost decline. The
magnitude of the oil price drop -- down 45% on average in 2015
against 2014 levels, under our assumptions -- will not be matched
by oil producers' cost and capex adjustments in 2015 or 2016. In
large part, this delay reflects the contractual nature of field
development and offshore drilling and the time-lag to plan and
implement efficiency schemes. Companies across the sector have
already implemented large-scale measures to reduce cash outflows
or protect credit quality."

"In particular, we note the following internal and external
factors or strategies: Lower and reducing operating expenses,
capex, and cash dividends, sometimes helped by foreign-exchange
movements. Very supportive refining margins in 2015, which will
help integrated groups, especially those with proportionately
large downstream operations. However, we will monitor how these
margins hold up. For some smaller companies, important production
hedges, but valuable hedges entered into in 2014 are a decreasing
proportion of the total. Often lower effective tax rates and
payments. Significant disposals to cover negative DCF and limit
adjusted debt increases. Additional measures to strengthen balance
sheets, such as issuance of hybrid instruments. Generally adequate
liquidity. At this juncture, these factors have been critical in
reducing the likelihood of downgrades. The balance between these
factors and the longer-term consequences is also important to our
analysis."

"We see the decision to cut investment to facilitate generous
shareholder distributions as a negative from a credit perspective,
because the reduction in investment will affect future cash-
generating assets. We continue to use forward-looking cash flow-
based debt coverage metrics, averaged over three or five years,
which typically results in lower headroom compared with companies'
balance sheet-based debt leverage targets."

"Our overall base-case assumptions include: A Brent oil price of
$50 per barrel (/bbl) for the remainder of 2015, $55/bbl in 2016,
$65/bbl in 2017, and $70/bbl thereafter, except where hedges are
in place.  A drop in operating margins, as sharp price declines
are only partly offset by cost-cutting measures in 2015. We assume
refining margins could be one-third lower in 2016 than 2015."

Capex in 2015 generally about 15%-25% lower than in 2014, as oil
companies renegotiate the cost and timing of projects and lower
discretionary spending.  "We expect most well-advanced and
transformational projects are to be completed, however."

Maintenance of cash dividends for most companies, adjusted for any
assumed scrip dividend uptake.  Contracted asset disposal proceeds
and a portion of other indicated disposals. "We note that while
valuations of oil-linked assets have fallen, the majors in
particular have midstream and other assets, the values of which
have not declined markedly."

Below are details of the rating actions on the affected companies.

DOWNGRADES

EnQuest PLC: Corporate Credit Rating Lowered To 'B' From 'B+',
Outlook Negative

"We lowered the rating on EnQuest PLC to 'B' from 'B+' and
assigned a negative outlook. The downgrade reflects our revised
estimates of debt to EBITDA stemming from our new oil price
assumptions. We now anticipate Standard & Poor's-adjusted debt
(adjusted for asset-retirement obligations and other standard
adjustments) to Standard & Poor's-adjusted EBITDA to reach about
4x by year-end 2015 and remain near that level throughout 2016,
despite hedging in place. We anticipate negative adjusted free
operating cash flow (FOCF) in both 2015 and 2016, and under the
current investment plans, we do not exclude that the company would
have to seek additional liquidity to finance its capital
investments beyond the next 12 months."

The negative outlook underlines the continued uncertainty around
cash flow volatility and generation given the company's dependence
on production increases and limited flexibility to adjust its
capex until Kraken comes on stream. "If the company couldn't
reduce its operating costs per barrel or ramp up production in
line with our base case -- leading to weaker-than-forecast
operating performance, such that debt to EBITDA would be above 5x
without clear signals of a rapid debt reduction -- we could
consider a further downgrade. Any liquidity constraints or
pressure on the covenant could also prompt a downgrade."

Tullow Oil: Corporate Credit Rating Lowered To 'B+' From 'BB-',
Outlook Negative

"We lowered the rating on Tullow Oil to 'B+' from 'BB-' and
assigned a negative outlook. The downgrade reflects our
expectation that, under our revised Price assumptions, Tullow's
credit metrics will weaken further in 2016 and will no longer be
commensurate with the rating. Although the company has meaningful
hedges in place, we think it would be difficult for the company to
achieve an average funds from operations (FFO)-to-debt ratio of
20%, which we see as a minimum for our 'BB-' rating."

"The negative outlook accounts for our view of the potential
downside risk for Tullow. We believe that if prices should further
deteriorate, FFO to debt could drop to below 12% in 2016 from
about 15% in 2015, which would lead us to lower the rating
further. It also reflects the risk of delays to the TEN Project in
Ghana, which could set back deleveraging efforts and squeeze
liquidity. That said, our 'B+' rating takes into account Tullow's
currently 'adequate' liquidity, as the company has secured the
required financing and renegotiated its covenants in the first
half of 2015."

OUTLOOK REVISIONS; CREDITWATCH PLACEMENT

BP PLC: Outlook Revised To Negative, 'A/A-1' Corporate Credit
Ratings Affirmed

"We have revised our outlook on BP to negative and affirmed our
ratings. This reflects our view that BP's credit metrics under
lower oil prices will be weaker than we previously anticipated,
which will sharply lower the headroom against the threshold of FFO
to debt of 30% for the current rating. That said, we think
management's cost-cutting initiatives, along with creditor-
friendly actions, could support credit metrics while prices remain
low."

"We assess positively BP's commitment to continue divestment of
noncore assets, as well as its commitment to optimize capex and
implement a number of cost-saving initiatives, which should
support profitability in upstream and reduce costs at the
corporate level. Notably, we expect BP to complete its planned
US$10 billion disposal program in 2015."

"In our revised base-case scenario for BP, we assume that it will
manage to sustain its production targets, even with slightly lower
capex of $19 billion in 2015 and $18 billion in 2016. Although we
expect profitability of the downstream operations to weaken for
all market players in 2016, we think BP will still benefit from
structural improvements in its refining business as a result of
previous investments."

"We expect DCF to remain negative in 2015-2016, but we believe a
large portion of that will be covered by proceeds from asset
disposals. We anticipate that, in 2016, negative DCF will lead to
increased leverage, with FFO to debt weakening toward 25%-27%, but
we think that this ratio could return to 28%-30% in 2017."

The negative outlook reflects the likelihood of a downgrade if BP
was unable to sustain FFO to debt of 30% on average. This might
occur if metrics were below the indicated level due to
underperformance and management failed to respond with more
divestments or dividend cuts to support credit metrics.  "We could
also take a negative rating action if FFO to debt was below 25% in
2016, as this would likely mean a longer path to recovery of
credit metrics. We could also lower the rating if prefinancing
cash flow (after dividends and divestments) was more negative than
we anticipate. This could occur if management's measures to
counter the market conditions were insufficient, from both
operational and financial standpoints."

Eni SpA: Outlook Revised To Negative, 'A-/A-2' Corporate Credit
Ratings Affirmed

"We have revised the outlook on Eni to negative and affirmed the
ratings. The outlook revision reflects our more pessimistic view
on Eni's credit metrics, which we think will deteriorate sharply
in 2015 and remain fairly stable in 2016. We forecast in
particular that Standard & Poor's-adjusted FFO to debt will be
only about 40% in 2015-2016, which results in limited headroom at
the current rating level, in our view. In our opinion, this is
largely driven by the persistence of low oil prices."

"Lower oil prices are also likely to result in squeezed profits
and continued negative DCF, despite management's actions to curb
dividends and reduce costs and capex. We see a risk that Eni's FFO
to debt will not reach 45% by 2017, even if we assume the company
disposes of assets as per its strategic plan."

"We assess Eni's financial risk profile as "intermediate," which
takes into account our assumption that Eni's ratio of FFO to debt
will stand at about 45% on average in 2013-2017, under our new
Brent oil price assumptions. We note, however, that headroom is
limited and any downward deviation to our base case could lead us
to lower this score to "significant." We also factor in some
modest, mid-single-digit production growth and profits generated
by all of Eni's business segments from 2015. In addition, we
incorporate into our analysis persistent negative DCF at least
until 2017, particularly on the back of substantial capex and
dividends."

"We note that Eni has announced some credit-enhancing measures,
including capex reduction and a sizable disposal program of EUR8
billion over 2015-2018, which includes the conversion of
exchangeable bonds for a total nominal value of about EUR2.3
billion over 2015 and 2016. We note that the company cashed in
EUR644 million in the first half of 2015, but because the
remaining planned disposals are uncertain and not yet contracted,
we include a portion of them in our leverage metrics forecasts. We
also take the view that under the lower oil price environment, the
company's ability to meet its targets with respect to asset
disposals is becoming more uncertain. At the same time, we
acknowledge that Eni has a portfolio of non-upstream assets that
could potentially be sold, even in the current market conditions."

The negative outlook reflects the limited headroom on the current
rating, and the challenging market conditions that we think will
persist through 2016.  "We don't expect Eni's credit measures to
improve in 2016, based on our expectation of only modestly
improving oil and gas prices, and despite some production growth.
We think this will result in FFO to debt of about 40% in 2015-
2016. We also take into account management's commitment to
disposals to contain debt increases as well as our view that the
company will maintain a more sustainable dividend level."

"We could lower our rating on Eni by one notch if FFO to debt
declined sustainably to less than 45% on average, while DCF
remained materially negative. This could result from lower
production than anticipated in our base-case estimate, in the
absence of robust actions to curb capex or dividends or accelerate
the disposal plan. We assume that a one-notch downgrade of the
Republic of Italy (unsolicited, BBB-/Stable/A-3) would not pose a
material near-term risk to the ratings on Eni, given that the
rating on Eni can exceed that on Italy by four notches, according
to our methodology for rating above the sovereign."

Nostrum Oil & Gas L.P.: Outlook Revised To Negative, 'B+'
Corporate Credit

Rating Affirmed

"We have revised the outlook on Nostrum to negative from stable
and affirmed the 'B+' rating. The outlook revision reflects our
opinion that Nostrum's credit metrics will deteriorate sharply in
2015 and remain fairly stable in 2016. We forecast, in particular,
that our adjusted FFO-to-debt ratio will be about 15% on average
in 2015-2016, resulting in limited headroom on the current 'B+'
rating, in our view. We could downgrade Nostrum by one notch if,
contrary to our base case, FFO to debt remains below 15% alongside
negative DCF, which could happen if the company adopted more
aggressive financial policies than we anticipate or in the event
of depletion of fields or operational disruption. Further
weakening liquidity could also lead us to downgrade Nostrum, in
particular if capital expenditures related to drilling are not
limited in the context of lower oil prices."

Repsol S.A.: Outlook Revised To Negative, 'BBB-/A-3' Corporate

Credit Ratings Affirmed

The affirmation of the 'BBB-' rating on Repsol reflects our view
of the very strong refining margins and performance in 2015 to
date, as well as the recently announced disposals (totaling almost
EUR1 billion) as part of the package of measures to improve credit
metrics following the acquisition of Talisman Energy Inc. in May
2015. In the first half 2015, despite materially lower oil prices,
with crude realizations down 41% year-on-year, the downstream
results, at EUR1.7 billion, more than compensated, providing more
than 70% of group EBITDA. This highlights the benefits of Repsol's
integrated business model.

"The outlook revision to negative primarily reflects our
assumption of weaker refining margins in 2016 and our forecast for
credit metrics, such as Standard & Poor's-adjusted FFO to debt to
remain clearly below 30%. This heightens the potential of a
downgrade over the coming two years if the group's current and
future measures do not bolster metrics with limited negative cash
flow after dividends. Even under our revised price deck
assumptions, we believe that management has both the tools and the
commitment to protect ratings, absent a further sustained collapse
in prices or refining margins."

Statoil ASA: Outlook Revised To Negative From Stable, 'AA-/A-1+'

Corporate Credit Ratings Affirmed

"We have revised our outlook on Statoil and affirmed our long- and
short-term ratings. The affirmation reflects our core assumption
that, against a backdrop of reduced oil prices likely to persist
until at least 2017, the company will take various measures to
limit net debt increases while executing its production growth and
cost efficiency targets, leading to higher profits and operating
cash flows over 2015-2017. The affirmation also takes into account
Statoil's solid credit metrics achieved in the past several years
up to end 2014. Its credit metrics were well above the minimum for
the rating, with FFO to debt on average close to 80% over 2013-
2014, for example, compared with our 60% minimum guidance for the
rating."

"Under our revised base case, we assume that Statoil will make
significant reductions in capex, after an expected peak in 2014
(in U.S. dollars), dispose assets, cut operating expenditures,
effect process improvements (which lead, for example, to an extra
approximately 50 thousand barrels of oil equivalent per day
primarily thanks to increased operating time on the Norwegian
continental shelf), contain cash dividends, and abstain from share
buybacks.  This should lead to increased FOCF and DCF over 2015-
2017, moving from a weak level in 2015 to neutral or positive DCF
in 2017 under our assumed Us$65 Brent price that year."

"That said, reduced oil prices and negative FOCF have materially
eroded rating leeway, in our view, and we see various risks to our
base-case assumptions of better credit metrics and cash flow
generation over 2015-2017. The weighted average FFO to debt over
2013-2017 is only slightly above 60%, the minimum for the current
rating, while we forecast 2015-2016 levels will be about 50%-55%.
This underpins our revision of the outlook to negative."

"We could lower the rating by one notch if Statoil did not take
measures to contain likely debt increases over 2015-2016, and/or
if its operating performance were to be materially below our base-
case projection over 2016 and 2017, and these resulted in FFO to
debt remaining below 60%, net debt increasing substantially
compared with year-end 2014, and DCF being negative."

"We continue to assess Statoil as a government-related entity,
with Norway owning 67% of the company. Since we continue to see a
"moderately high" likelihood that the Norwegian government would
provide timely and sufficient extraordinary government support to
the company in the event of financial distress, we include uplift
for such state support in our rating. As a result, if we lowered
the stand-alone credit profile (SACP) by one or two notches, all
other things being equal, we would lower the rating by one notch
only, because notching for state support would increase given our
'AAA' rating and stable outlook on Norway (in line with our
criteria)."

Statoil Forsikring AS: Outlook Revised To Negative, 'A+' Corporate
Credit Rating Affirmed

The negative outlook on Statoil Forsikring AS reflects that on the
parent Statoil ASA (Statoil) and our unchanged view that Statoil
Forsikring qualifies as a core captive subsidiary under our
criteria. This core captive status implies that we would equalize
its rating with those on the parent.  "We regard Statoil
Forsikring as an integral part of Statoil's risk management
strategy because it insures business emanating solely from the
group."

"We consider parent company Statoil to be a government-related
entity, and our ratings on the company include a one-notch uplift
for extraordinary state support from Norway. In our view, Statoil
Forsikring would not receive direct support from the government.
For this reason, we rate it at the level of the group's SACP,
which we assess at 'a+'."

Statoil US Holdings Inc.: Outlook Revised To Negative, 'A/A-1'
Corporate Credit Ratings Affirmed

"The outlook revision on Statoil US Holdings Inc. (SUSHI) to
negative from stable follows a similar action on the parent,
Statoil ASA, alongside our unchanged assessment of SUSHI's "highly
strategic" importance to Statoil ASA."

"As per our criteria, the corporate credit rating on a "highly
strategic" subsidiary is generally one notch below the GCP, except
if the subsidiary's SACP is equal to or higher than the GCP. This
is not the case for SUSHI, since we assess its SACP at 'bbb' and
we evaluate Statoil ASA's unsupported group credit profile (GCP)
at 'a+', in line with our assessment of its SACP."

State Oil Company of Azerbaijan Republic: 'BB+' Corporate Credit
Rating Placed On CreditWatch Negative

"We placed the ratings on State Oil Company of Azerbaijan Republic
(SOCAR) on CreditWatch with negative implications. The CreditWatch
placement reflects the lack of visibility on SOCAR's liquidity, on
the back of high capital expenditures and our forecast of weaker
financial performance in the current low oil price environment."

"We aim to resolve the CreditWatch placement once we gain
visibility on SOCAR's liquidity. We could lower the rating if we
see that the company does not receive support from the government
to finance its substantial capital expenditure program. Although
we assume that SOCAR's credit metrics will likely deteriorate in
2016, it will unlikely be the sole driver of a downgrade, as a
negative rating action would also hinge on a negative reassessment
of its SACP by at least two notches."

"We could affirm the rating if the company's liquidity position
improved on the back of reduced capex or receipt of government
support."

BG Energy Holdings Ltd.: 'A-' Long-Term Corporate Credit Rating
Remains On CreditWatch Developing, 'A-2' Short-Term Rating On
CreditWatch Positive

"The 'A-' long-term rating on BG Energy Holdings Ltd. (BG) remains
on CreditWatch with developing implications. This reflects the
possibility that we could either raise or lower our ratings on BG
depending on whether the acquisition of BG's parent, BG Group PLC
by Royal Dutch Shell PLC (Shell), closes."

"Under our revised lower oil price assumptions, BG derives less
benefit from the increasing production, particularly from Brazil.
But we still anticipate a material strengthening of operating cash
flow and credit metrics in 2017 and beyond on a stand-alone basis
as production continues to increase (as in the first half 2015),
higher assumed prices are realized, unit costs decline, and
capex remain moderate."

"This said, we currently see a downgrade as more likely if the
Shell acquisition does not close. Conversely, we could raise the
'A-' long-term rating on BG by one or more notches if the
acquisition of Shell completes as announced."

The 'A-2' short-term rating remains on CreditWatch positive.


RATINGS AFFIRMED

Ithaca Energy Inc.: 'B' Corporate Credit Rating Affirmed, Outlook
Negative

"We have affirmed the rating on Ithaca Energy and maintained a
negative outlook. The affirmation reflects our view that the
company will continue deleveraging its balance sheet, although at
a somewhat slower pace than previously anticipated. The negative
outlook continues to account for limited headroom for the rating
in Ithaca's financial risk profile before the company increases
its production in the U.K. North Sea from 2016. We forecast that
Ithaca's adjusted debt to EBITDA will peak at 5.5x-6.0x in 2015,
before falling toward 4x in 2016. We anticipate that liquidity
will remain "adequate" over the next 12 months, even under our new
oil price assumption."

Kuwait Energy plc: 'B-' Corporate Credit Rating Affirmed, Outlook
Stable

"We have affirmed our rating on Kuwait Energy to account for our
view that the company retains sufficient liquidity and has no
near-term debt maturities. In addition, we anticipate that the
company will continue developing its oil production and reserves.
In particular, the first oil from the Block 9 field before the end
of 2015 and the first gas from the Siba field in Iraq in 2016
should replace declining oil production in Egypt in the next few
years. "

However, this production start-up will require substantial
investments, resulting in negative free operating cash flow over
the next two years. The stable outlook assumes that even under our
revised base case liquidity will remain at least "less than
adequate," as defined by our criteria, over 2015-2016.

MOL Hungarian Oil and Gas PLC: ' BB' Corporate Credit Rating

Affirmed, Outlook Positive

"We have affirmed the rating and maintained a positive outlook to
reflect our assumption that the company's credit metrics could
strengthen, despite the lower oil prices, due to its focus on
refining and structural improvements in business. We also think
that the company's optimization of both capital and operating
expenditures would further support credit metrics at their current
levels in 2016-2017 and could enable MOL to reach FFO to debt
above 40% in the next 12-18 months, a level we see commensurate
with a higher rating.

Royal Dutch Shell PLC: 'AA-/A-1+' Corporate Credit Ratings
Affirmed; Outlook Negative

"We have affirmed our ratings on Shell since we assume that, over
2015-2017, the company will take various steps to improve its
credit metrics after an expected drop in 2015 and will materially
increase profits and operating cash flows even under our revised
price deck. The outlook remains negative and reflects, in
particular, very limited rating leeway and our expectation of weak
credit metrics for the rating in 2015 and 2016, with FFO to debt
possibly at 30%-35% in 2015, compared with our guidance of a 45%
minimum weighted average.

"We assume Shell will:

Continue and succeed in its operating expenditure reductions and
efficiency measures;

Curb capex in 2015 beyond the US$30 billion guided in its second
quarter report, then spend materially less in 2016 and 2017,
reflecting project delays or cancellations and optimized capex;

Sell approximately US$5 billion of assets per year. Given the
company's size, we view this figure as feasible;

Maintain its scrip dividend and thus pay out cash dividends of
US$9 billion in 2015 and $8 billion thereafter; and

Abstain from any share buybacks or material acquisitions over
2015-2017.

The rating affirmation also factors in our view that profits and
operating cash flows, after an expected large oil-price-induced
decline in 2015, should significantly increase both in 2016 and
2017, thanks to more profitable barrels from new projects coming
on-stream, the continued ramp-up of existing projects, operating
expenditure cuts and efficiencies, and in 2017, Brent rising 18%
to $65/bbl.

The combination of these factors should result in FFO to debt
somewhat improving in 2016 compared with the weak 2015 level, then
continuing upward in
2017, toward 50%-55%.

"That said, rating leeway is modest, and we see various risks to
our 2015-2017 base case that could result in a weaker financial
profile, underpinning our continued negative outlook on Shell. The
modest leeway reflects our anticipation that the weighted average
FFO-to-debt ratio over 2013-2017 will be only slightly above the
minimum 45% level for the rating. In terms of risks, profits may
not increase as much as we anticipate, owing, for example, to
lower production than planned, delays in projects, reduced opex
savings, and lower oil and gas prices than anticipated. Disposal
levels, capex levels, and changes in working capital could be
materially different from what we assume."

"Regarding the BG acquisition, we continue excluding it from our
analysis and believe its consummation could lead us to downgrade
Shell."


Statoil Canada Ltd.: 'BBB+/A-2' Corporate Credit Ratings Affirmed;
Outlook Stable

"We affirmed our ratings on Statoil Canada Ltd. (SCL) and
maintained a stable outlook. This reflects our unchanged view of
its SACP and our assessment that SCL remains "strategically
important" to its parent Statoil ASA. According to our criteria,
the corporate credit rating on a "strategically important"
subsidiary can be three notches higher than the subsidiary's SACP.

In the case of SCL, we assess its SACP at 'bb+'. We assess Statoil
ASA's unsupported GCP at 'a+', in line with its SACP. As a result,
our rating on SCL would not change even if we lower our assessment
of the parent's SACP by one notch.

Combined with strong credit metrics, this underpins the stable
outlook.

Total S.A.: 'AA-/A-1+' Corporate Credit Ratings Affirmed; Outlook
Negative

"We have affirmed our rating on Total S.A. and maintained a
negative outlook. The affirmation is based on our projections of
strengthening credit measures during 2015 and 2016, resulting in
FFO) to debt returning to 55% or more in 2017 despite our
assumptions of lower oil realizations in the medium term.

"Given our forecast of weak credit metrics in 2015, with FFO to
debt approaching 45%, the minimum weighted average level we see as
consistent with the rating, the timing and effectiveness of
Total's efforts to contain and reduce adjusted debt as well as
ensure operating cash flow growth will be important to our
assessment."

"We acknowledge the steps that Total has taken. Its efforts
include an increased operating cost cut target of $3 billion by
2017; further reductions in capital investment, falling by about
$2.5 billion (10%) annually over 2015-2017, by our estimates;
material disposals achieved and planned; the issuance of EUR5
billion in hybrid capital; and cash dividends roughly halving as a
result of uptake of the scrip scheme."

Other important drivers of operating cash flow include the
exceptional refining margins captured in 2015, although these are
likely to moderate; generally higher cash returns from barrels now
coming into production (after sizable investment); mid-single-
digit production growth spurred by existing developments over
2015- 2017, supported by production sharing contracts; a positive
shift in the effective tax rate; and our assumption of Brent oil
price recovering to $65/bbl in 2017.

"The negative outlook reflects the potential for a one-notch
downgrade in the next six to 18 months, given limited rating
leeway expected over 2015-2016. We could consider a downgrade if
FFO to debt metrics did not strengthen toward 55% in 2017, in line
with our expectation of improving oil prices. These metrics could
falter on the back of more significant cash dividends, a weaker
cash flow contribution from new, high-margin barrels, lower
hydrocarbon prices, weaker production growth, or more moderate
operating performance of the non-upstream segments, compared to
our base case.

"We do not believe an outlook revision to stable outlook is likely
in the short term, owing to the continued low oil prices as well
as credit metrics that we forecast will stay below the rating-
commensurate level in 2015 and 2016. A revision to stable would
likely depend on FFO to debt being clearly above 50% and more
likely to reach 55%-60% (or more) in 2017. This could result from
a more-substantial oil price recovery in 2016-2017, if current
global excess stocks and production decline, or if Total raises
its production and cash flows from new projects in line with the
company's plan, leading to much higher FFO than our base-case
projection. That said, any higher cash flow generation would need
to not be offset by increased capex and shareholder distributions,
allowing higher DCF."


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

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

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


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