---

        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

          Thursday, November 5, 2015, Vol. 16, No. 219

                            Headlines

B E L G I U M

ETHIAS SA: Fitch Gives Final BB Rating to EUR170.8MM Sub. Notes


G E R M A N Y

KETTLER: ZEG to Acquire Bicycle Factory


I R E L A N D

OAK HILL: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
TABERNA EUROPE CDO I: Fitch Hikes Class A1 Notes Rating to 'BBsf'


I T A L Y

MANUTENCOOP FACILITY: S&P Puts 'B' CCR on CreditWatch Negative
MERCURY BONDCO: Moody's Assigns (P)B3 Rating to EUR1.1BB Notes


L U X E M B O U R G

LION/GEM LUXEMBOURG: S&P Lowers CCR to 'CCC+', Outlook Stable


N E T H E R L A N D S

FAB CBO 2002-1: Moody's Affirms 'Ca' Rating on Class B Notes
INVESCO MEZZANO: S&P Affirms 'B+' Rating on Class E Notes


R U S S I A

BLAGOVEST JSC: Placed Under Provisional Administration
GAZPROMBANK: S&P Affirms 'BB+/B' Counterparty Ratings
MOSENERGO PJSC: Fitch Affirms 'BB+' LT Issuer Default Rating
TRANSAERO AIRLINES: Central Bank to Ease Rules for Creditor Banks


U K R A I N E

UKRAINE: IMF May Change Lending Policies to Accelerate Bailout


U N I T E D   K I N G D O M

BRITISH AIRWAYS: Fitch Publishes 'BB+' LT Issuer Default Rating
FINDUS BONDCO: Moody's Withdraws B3 Rating on GBP410MM Notes
GLOBO PLC: Court Puts Firm Under Administration
KNOWLEDGE POINT: To Halt Operations in December
MGB LLC: Bank of Russia Ends Provisional Administration

OLD MUTUAL: Moody's Assigns Ba1(hyb) Rating to Subordinated Notes
OLD MUTUAL: Fitch Rates GBP450MM Subordinated Debt Securities
PERFORM GROUP: Moody's Assigns B2 CFR; Outlook Stable
PERFORM GROUP: S&P Assigns Preliminary 'B' CCR, Outlook Stable
SHIP LUXCO: S&P Raises CCR to 'BB', Then Withdraws Rating

UK ASSET: Repays GBP500MM to Government for 6Mos. Ended September
VTR NORTH: Sold Out of Administration, Securing Jobs
W. BRAITHWAITE: Jobs Lost as Firm Enters Administration
WORLDPAY FINANCE: Moody's Raises CFR to Ba2, Outlook Stable
* SCOTLAND: Number of Corporate Insolvencies Falls


X X X X X X X X

* EU Banks Broadly Resilient to China Slowdown, Moody's Says


                            *********


=============
B E L G I U M
=============


ETHIAS SA: Fitch Gives Final BB Rating to EUR170.8MM Sub. Notes
---------------------------------------------------------------
Fitch Ratings has assigned Ethias SA's EUR170.8 million TAP issue
of dated subordinated notes a final 'BB' rating. The TAP issue is
part of ISIN code BE6279619330. The aggregate principal amount of
the notes will be EUR 402,700,000.

KEY RATING DRIVERS

Ethias has issued subordinated debt to support its capital
position ahead of Solvency II.

According to the terms and conditions, the new bond qualifies for
Tier 2 capital recognition under Solvency II. Under Fitch's
methodology, this instrument is treated as 100% debt in Fitch's
financial leverage calculation. As a result, Ethias's financial
leverage ratio (FLR) increases to 33% based on a pro-forma
calculation using 1H15 financials, from 25% pre-issuance.

The increase in leverage is partially offset by the improvement in
capital adequacy, as measured by Fitch Prism FBM, as the new debt
is treated as 100% capital for this purpose due to the application
of the regulatory override. Ethias has an 'Adequate' Prism FBM
score, taking into account the debt issue. However, Ethias's total
available capital consists of a significant amount of hybrid debt,
which reduces the quality of capital.

The new issue matures in 2026. The notes are subordinated to
senior creditors, rank pari passu with dated subordinated
securities and senior to any undated subordinated securities
issued by Ethias. It will be mandatorily deferrable if certain
solvency conditions are met.

The subordinated debt is rated two notches below Ethias's Long-
term Issuer Default Rating (IDR) of 'BBB-'. This reflects a 'Below
Average' recovery assumption (one notch) and 'Moderate' risk of
non-performance (one notch). The instrument will mandatorily defer
coupon payments if a regulatory deficiency event occurs. Under
Solvency II, this would result if own funds are insufficient to
cover the Solvency Capital Requirement or Minimum Capital
Requirement.

RATING SENSITIVITIES

Any change to Ethias's IDR is likely to result in a corresponding
change of the subordinated debt rating.



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


KETTLER: ZEG to Acquire Bicycle Factory
---------------------------------------
Bike-eu.com, citing the Saarbrucker Zeitung, reports that Europe's
biggest dealer cooperative ZEG is about to takeover Kettler GmbH &
Co. KG's Hanweiler-based bicycle factory.  The report says the
Kettler management is currently working on an insolvency plan,
which is scheduled to be finalized together with the company's
creditors at end of the year.

According to the report, Kettler said the restructuring of the
company has started. This was officially announced after a staff
meeting on October 28. On June 2, 2015, Kettler filed for
insolvency.

Bike-eu.com relates that since September 1 Kettler has been
working on an insolvency plan 'in self-administration' which
offers the company options for recapitalization in order to avoid
bankruptcy. On October 13, the creditor's decided to continue the
Kettler business. At a October 28 staff meeting, it was said that
198 employees will lose their jobs. What's also noted is that a
future solution of the Hanweiler based bicycle factory in the
German state of Saarland can be "realized on a short-term." This
means that Kettler will continue to produce bicycles and that the
job cuts are not taking place at the company's Hanweiler bicycle
factory, the report states.

Bike-eu.com notes that Kettler has not issued any statements as of
yet. However, the Saarbrucker Zeitung presented more details.
According to the local newspaper, Kettler's bicycle business will
be taken over including a two years guarantee of existence, Bike-
eu.com reports. One of the favourite buyers German dealer
cooperative ZEG, is noted by Saarbrucker Zeitung, according to
Bike-eu.com. "We are definitely assuming that ZEG will buy the
factory. For us workers the continuation of the factory and job
preservation is the most important thing," said a Kettler employee
quoted by the Saarbrucker Zeitung, Bike-eu.com relays.

According to Bike-eu.com, sources said US private equity investor
Carlyle already contacted the Kettler creditors. Carlyle is said
to take over the company's debts amounting to EUR12 million from
the Commerzbank. Ispo News noted that Carlyle is known for its
strategy to buy debts against company shares, Bike-eu.com reports.

Company owner Dr. Karin Kettler and the Kettler management said
the insolvency plan is scheduled to be finalized together with the
creditors at the end of the year. The goal is to continue the
1949-founded company, "as a regional-rooted family business with
operations around the world under leadership of shareholder Dr.
Karin Kettler," Bike-eu.com reports.  Dr. Kettler is the daughter
of company founder Heinz Kettler.

Kettler manufactures outdoor furniture, fitness equipment, toys
and aluminium bicycles.



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


OAK HILL: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
-----------------------------------------------------------
Fitch Ratings has assigned Oak Hill European Credit Partners IV
Designated Activity Company notes expected ratings, as follows:

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

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

Oak Hill European Credit Partners IV Designated Activity Company
is an arbitrage cash flow collateralized loan obligation (CLO).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has credit opinions or public ratings on all
obligors in the identified portfolio. The covenanted minimum Fitch
weighted average rating factor (WARF) for assigning expected
ratings is 35.0. The WARF of the identified portfolio is 32.9.

High Recovery Expectation

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favorable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings to all of the assets
in the identified portfolio. The covenanted minimum weighted
average recovery rate (WARR) for assigning expected ratings is
67.0%. The WARR of the identified portfolio is 72.8%.

Unhedged Non-euro Assets Exposure

The transaction is allowed to invest in non-euro-denominated
assets. Unhedged non-euro assets are limited to a maximum exposure
of 2.5% of the portfolio subject to principal haircuts. The
manager can only invest in unhedged assets if, after the
applicable haircuts, the aggregate balance of the assets is above
the reinvestment target par balance.

Partial Interest Rate Hedge

Between 0% and 10% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 3.8% at closing.
Fixed-rate assets can represent up to 10% of the portfolio. The
transaction is thus partially hedged against rising interest
rates.

TRANSACTION SUMMARY

Net proceeds from the notes will be used to purchase a EUR400m
portfolio of European leveraged loans and bonds. The portfolio
will be managed by Oak Hill Advisors (Europe), LLP. The
transaction will have a four-year re-investment period scheduled
to end in 2019.

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

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

RATING SENSITIVITIES

A 25% increase in the obligor default probability would lead to a
downgrade of up to two notches for the rated notes. A 25%
reduction in expected recovery rates would lead to a downgrade of
up to three notches for the rated notes.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

All underlying assets in the portfolio have ratings or credit
opinions from Fitch. Fitch has relied on the practices of the
relevant Fitch groups to assess the asset portfolio information.
Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


TABERNA EUROPE CDO I: Fitch Hikes Class A1 Notes Rating to 'BBsf'
-----------------------------------------------------------------
Fitch Ratings has upgraded the rating on one and affirmed the
ratings on seven classes of notes from two European collateralized
debt obligations (CDOs) as follows:

Taberna Europe CDO I P.L.C. (Taberna Europe I)

-- EUR218,678,543 class A1 notes upgraded to 'BBsf' from 'Bsf';
    Outlook Stable;

-- EUR90,500,000 class A2 notes affirmed at 'CCsf';

-- EUR50,706,156 class B notes affirmed at 'Csf';

-- EUR32,222,480 class C notes affirmed at 'Csf';

-- EUR35,777,774 class D notes affirmed at 'Csf';

-- EUR26,274,443 class E notes affirmed at 'Csf'.

Taberna Europe CDO II P.L.C. (Taberna Europe II)

-- EUR356,506,493 class A1 notes affirmed at 'CCCsf';

-- EUR95,000,000 class A2 notes affirmed at 'CCsf'.

KEY RATING DRIVERS

The upgrade for class A1 notes in Taberna Europe I is due to the
deleveraging of the senior class in the capital structure as a
result of collateral redemptions, which in turn increased credit
enhancement levels, and a diminished risk of interest shortfall
due to the expiration of the deferred structuring and placement
fee in May 2015. The affirmation of the notes in Taberna Europe II
is reflective of the high risk of interest shortfall to the non-
deferrable classes. In both transactions, the credit migration of
the underlying collateral marginally improved since last review.

Paydowns in both transactions were mainly from collateral
redemptions of two assets in each portfolio. The class A1 notes
received 16.9% of the last review balance of US$263 million in
Taberna Europe I and 11.8% of the US$357 million balance in
Taberna Europe II.

The percentages of distressed assets that are currently not paying
interest are 25% and 20%, in Taberna Europe I and Taberna Europe
II, respectively. The high percentage of non-performing assets,
combined with out-of-the money interest rate swaps, continue to
contribute to the risk of interest shortfall in both transactions.

This risk is more remote in Taberna Europe I, in which the
deferred structuring fee, which in the past comprised a
substantial portion of interest collections, expired in May 2015.
However, in Taberna Europe II, the deferred structuring fee
continues to divert a large portion of interest collections,
approximately a half thereof on the most recent payment date.

The Stable Outlook on class A1 notes in Taberna Europe I reflects
Fitch's opinion that the rating is likely to remain at this level
in the near-term future. Fitch does not assign Outlooks to notes
rated below 'Bsf'.

The portfolios in both transactions are comprised primarily of
senior unsecured, subordinate debt, and Trust Preferred Securities
(TruPS) issued by real estate companies, and make up 67.1% of the
portfolio in Taberna Europe I and 50.4% in Taberna Europe II. The
remaining exposure consists of securities issued by financial
companies, commercial mortgage backed securities, and commercial
real estate debt.

This review was conducted under the analytical framework described
in the reports 'Global Rating Criteria for Structured Finance
CDOs', and 'Global Rating Criteria for Corporate CDOs'. The
transactions were analyzed within the framework of Fitch Portfolio
Credit Model (PCM), and the PCM rating loss rates (RLR) for
various rating stresses were compared to the notes' credit
enhancement (CE) levels. The transactions were not analyzed within
a cash flow model framework, as the impact of structural features
and excess spread was determined to be minimal in the context of
these CDO ratings. Fitch also considered additional qualitative
factors in its analysis to conclude the rating actions for the
rated notes. While in Taberna Europe II, the class A-1 CE levels
are sufficient to cover the 'Bsf' RLR, the notes were affirmed at
'CCCsf' due to the interest shortfall risk, as described above.

RATING SENSITIVITIES

The non-deferrable classes in each of these two transactions could
experience interest shortfalls and be downgraded to 'Dsf' if there
are significant new defaults or deferrals.

DUE DILIGENCE USAGE

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



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


MANUTENCOOP FACILITY: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating on Italy-based facility services provider
Manutencoop Facility Management SpA (MFM) on CreditWatch with
negative implications.

S&P also placed its 'B' issue rating on MFM's EUR425 million
senior secured notes (outstanding nominal value of EUR300 million)
on CreditWatch negative.  The recovery rating on these notes is
unchanged at '3' (with recovery prospects in the upper half of the
50%-70% range).

The CreditWatch placement follows MFM's announcement that the
Italian Competition Authority (ICA) has provided it with an
interim notice with the evidence gathered concerning an alleged
infringement by MFM of competition rules in the tender arranged by
Consip Scuole.  ICA believes that, based on evidence it has
gathered so far, the ongoing investigation is not wholly without
merit.  ICA has not yet assigned any responsibility or levied
penalties.  S&P understands that ICA will make a final decision
within the next three months and that EUR73 million is the maximum
penalty it can levy for the alleged infringement.

S&P notes that the group's current liquidity sources will not be
sufficient to pay the maximum potential fine.  This presents
material downside risk were it to incur the maximum penalty.

There is uncertainty regarding MFM's culpability regarding the
infringement, and the amount and timing of any potential penalty
payments.  MFM will likely appeal against the ICA's findings to
the Italian administrative tribunal and seek to postpone any
penalty payment until the appeal process is completed.  S&P
currently do not incorporate any penalty payments into its base
case forecasts for MFM.  Other key considerations in S&P's future
liquidity assessment will be cash collection trends from the
Italian public sector as well as management's ability to put in
place additional new long-term committed facilities.

S&P's base case incorporates these assumptions:

   -- Italy's GDP to modestly increase by 0.7% in 2015 and to
      increase by 1.2% in 2016.

   -- MFM's revenue to decline by about 7% in fiscal-year 2015
      due to competitive pricing pressure and winning fewer new
      contracts.

   -- Stable EBITDA margins of about 8.5%-9.0% as the impact of
      the pricing pressure is offset by efficiency measures and a
      reduction in nonrecurring costs.

   -- Provisions for risks and nonrecurring expenses of about
      EUR5 million for fiscal 2015 compared to EUR11 million in
      fiscal 2014.

   -- Standard & Poor's assumption of MFM's reported EBITDA of
      about EUR80 million-EUR85 million per year for fiscals 2015
      and 2016 (including the effect of nonrecurring expenses and
      provision for risk).

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

   -- Adjusted ratio of debt to EBITDA of about 5.5x-6.0x over
      the same time frame.

   -- Modest free operating cash flow in 2015.

S&P expects to resolve the CreditWatch placement after it reviews
the final decision of the ICA, and once S&P has more clarity on
how effectively MFM can collect payments from its public sector
customers and management's ability to put in place additional new
committed long-term financing facilities.  S&P would lower the
rating if it was to reassess the group's liquidity as "weak."
This could occur if S&P believed that there was going to be a
material shortfall in liquidity coupled with an absence of a
credible management plan to address the situation.


MERCURY BONDCO: Moody's Assigns (P)B3 Rating to EUR1.1BB Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B3 rating
to the EUR1,100 million issuance comprised of Senior Secured Fixed
Rate PIK Toggle Notes due 2021 (the Fixed Rate Notes) and Senior
Secured Floating Rate PIK Toggle Notes due 2021 (the Floating Rate
Notes) to be raised by Mercury BondCo Plc (Mercury), a new issuing
vehicle established by the private equity consortium acquiring
Istituto Centrale delle Banche Popolari Italiane Spa. The outlook
on the ratings is stable.

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

RATINGS RATIONALE

The P(B3) ratings primarily reflect Mercury's high adjusted
leverage calculated on the debt to be issued by Mercury and the
EBITDA generated by ICBPI, the operating subsidiary.  Pro-forma
leverage (anticipating the completion of the acquisition of ICBPI
by the private consortium formed by Advent International, Bain
Capital and Clessidra expected in Q4 2015 and including Moody's
adjustment for pension liabilities) was 5.6x, based on
management's reported EBITDA of EUR201.3 million generated in the
last twelve months to June 30, 2015.  The ratings also reflect the
reliance of the Notes and the RCF on the capacity of IBPCI ((P)Ba2
corporate family rating (CFR)) to upstream dividends to service
the debt issued by Mercury.

Moody's does not expect any de-leveraging over the next 18 months
with EBITDA only growing from 2017 owing to top-line growth and
the company delivering on its commercial initiatives and cost
savings to be implemented under its new private equity ownership.
Moody's thus positively notes the experience acquired by Bain
Capital and Advent International in the payment service market
through their investments in Ship Luxco 3 S.a.r.l. (Worldpay, Ba2
CFR, stable) and Nassa Finco AS (Nets, B2 CFR, stable outlook).
Moody's believes, however, that while these measures will enhance
profitability, they may also generate significant non-recurring
expenses over at least the first three years following the
transaction.

The instrument ratings assigned reflect the debt burden (as
measured by the leverage ratio) and interest cover (as measured by
the potential cover of annual interest by dividends), as well as
the regulatory constraints around the capacity of ICBPI Spa to
upstream dividends.  While Moody's views positively the high
capital cushion of ICPIB relative to current requirements, with a
Common Equity Tier 1 (CET1) ratio of around 21.5% at the closing
of the transaction, the rating agency notes that dividend payments
are subject to ICBPI maintaining a pro-forma CET1 ratio above its
Bank of Italy's prudential requirements.  In addition, the
regulator is unlikely to allow dividends to be distributed in the
case of a net loss.  Nonetheless, our base case scenario is for
ICBPI to continue reporting positive results and its capital
buffer to be sufficient to allow for a distribution of earning to
Mercury BondCo and to cover interest expenses.

The Senior Secured PIK Toggle Notes (split between Fixed and
Floating Rate Notes) are rated below the CFR, reflecting their
structural subordination to any debt and non-debt liabilities at
ICBPI Spa, with the latter being subject to regulatory
requirements constraining its capacity to upstream dividends.
This differential in ratings between the bonds and the CFR is four
notches, reflecting the high leverage and weak interest cover
metrics.  Assuming an annual distribution of dividends
representing 100% of net income, interest cover at Mercury level
is projected at slightly above 1.0x (pro-forma for the
transaction) in 2015 with Moody's expectation of moderate
improvement over the next three years.

Moody's notes that the probability of default is however limited
until the maturity of the bonds thanks to: i) the PIK toggle
nature of Fixed Rate and Floating Rate Notes, ii) the EUR40
million cash overfunding at Mercury at the closing of the
transaction; iii) the EUR 55 million RCF available for interest
payments; and iv) the comfortable capital buffer, above regulatory
minimum requirements, in the form of excess CET1 held at ICBPI,
which could be reduced to support obligations at Mercury.

However, Moody's notes that whilst the PIK toggle feature provides
additional flexibility, any use of it will result in increased
leverage; and in a scenario of default, Moody's considers that the
bondholders' ability to exercise their rights under the existing
share pledge would likely in practise be constrained by the need
to obtain regulatory approval to new shareholders.

The stable outlook incorporates Moody's view that the company will
enjoy a moderately growing interest cover on the back of an
improvement in profitability.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings could be upgraded if (i) the company's adjusted
leverage trends towards 5.0x and (ii) interest coverage with
dividends increases above 1.5x on a sustained basis.  The ratings
could be lowered if (i) adjusted leverage increase above 6.5x or
(ii) interest coverage with dividends weakens below 1.0x for an
extended period of time.

Mercury is an financing vehicle set up to raise debt to support
the acquisition of ICBPI by Advent International, Bain Capital and
Clessidra.  ICBPI is the leading operator in the Italian card
issuing, acquiring, payments and securities services areas,
providing a large range of services to financial institutions and
corporates.  The company holds a banking license from the Bank of
Italy reflective of its settlement and depositary activities.
ICBPI generated net revenues and EBITDA (as reported by the
company) of EUR670 million and EUR196 million, respectively, in
fiscal year ending on Dec. 31, 2014.



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


LION/GEM LUXEMBOURG: S&P Lowers CCR to 'CCC+', Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lion/Gem Luxembourg 3, an intermediate holding company
for European frozen food group Findus, to 'CCC+' from 'B-' and
removed the rating from CreditWatch negative where it was placed
on Aug. 21, 2015.  The outlook is stable.

At the same time, S&P raised its issue rating on Findus'
subordinated PIK toggle notes to 'CCC+' from 'CCC', bringing them
in line with the corporate credit rating.  This reflects S&P's
decision to raise the recovery ratings in this instrument to '4'
from '6'.  The recovery rating of '4' (at the higher end of the
range) indicates S&P's view of an average (30%-50%) recovery in
the event of a payment default.  S&P also removed the issue rating
from CreditWatch negative.

Finally, S&P withdrew the recovery rating on Findus' 'B-' senior
secured notes as they are in the process of being redeemed.

Following the disposal of business assets and the repayment of
senior secured notes, Findus' debt capital structure will contain
very little cash paying debt, primarily in the form of the newly
arranged ú35 million revolving credit facility (RCF).  The company
also forecasts a GBP21 million starting cash balance once the
business disposal and refinancing are complete.  Consequently, S&P
do not envisage near-term liquidity risks for Findus' operations.
S&P's rating assessment is based primarily on the longer-term
refinancing risks which constrain the company's operating model.
Under S&P's methodology, it considers a corporate credit rating of
'CCC+' if an issuer is dependent on favorable business, as well as
financial and economic conditions, to meet its financial
commitments.  S&P believes that current conditions in the
competitive U.K. food processing industry, in particular in its
less differentiated co-packing and private label segment, warrant
an application of this rationale.

S&P has revised its assessment of Findus' business risk profile to
"vulnerable" from "weak," following the sale of the group's
continental European businesses.  The remaining Findus group will
consist solely of Young's fish and seafood business which derives
its entire revenue from the U.K. market.  The smaller group faces
high customer concentration risk with the four largest customers
comprising almost 70% of revenues.  S&P believes margins and
operating cash flows could be significantly affected if a key
customer contract is lost.

Findus' "highly leveraged" financial risk profile reflects its
high debt-to-EBITDA ratio of about 30x and its financial sponsor
ownership by Lion Capital, Highbridge Principal Strategies, and
Sankaty Advisors.  S&P's assessment factors in GBP155 million in
PIK toggle notes and GBP500 million in preferred equity
certificates (PECs), including accrued interest and accrued
dividends.  The PECs, which are noncash paying, are subordinated
to the PIK toggle notes, and S&P treats them as a financial
liability under our criteria.  S&P continues to believe that the
company's deleveraging capabilities will remain limited over the
medium term, owing to the fast-accruing PIK liability on the
subordinated debt.

S&P's base case assumes:

   -- 55% decline in financial 2016 revenues, driven by the
      disposal of the continental European businesses and the
      loss of Young's Sainsbury's contract.  Low-single-digit
      top-line growth for the following two years.  Standard &
      Poor's-adjusted EBITDA margin of 5.2% in financial 2016,
      increasing thereafter, due to the group's readjustment of
      its overhead and other cost items to fit in with the new
      business perimeter, as well as new contract wins or other
      business actions taken to mitigate the loss of the
      Sainsbury's contract.  Capital expenditure (capex) of about
      GBP16 million in financial 2016 -- including business
      investment items currently identified by the company --
      reverting to a longer term maintenance level of GBP10
      million or about one-third of EBITDA in the following
      years.

   -- Accrual of non-cash-paying debt as the capital structure
      contains a PIK toggle note (9% coupon) and PECs (variable
      coupon rates of 12% or higher).

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

   -- Annual EBITDA moving close to the mid-term average of GBP30
      million per year, starting from late 2016 and based on the
      EBITDA margin approaching 6%.  An adjusted debt-to-EBITDA
      ratio of above 30x post transaction and increasing
      thereafter.  Positive FOCF generation.

The stable outlook reflects S&P's view that the group's core U.K.
business will likely return to growth after the management team
has reviewed the contract structure of continuing operations and
adjusted the cost structure and operational practices to the new
business perimeter.

S&P could lower the rating if it appears likely that Findus will
be unable to stabilize the profitability of its core U.K. business
or if it suffers an unexpected event such as an unforeseen loss of
a customer contract which is difficult to mitigate through other
sales. A material weakening of cash balances and FOCF could also
trigger a downgrade.

An upgrade is contingent on Findus' ability to gain a track record
of profitable growth in its core U.K. business.  Strong prospects
for longer-term refinancing and increasing EBITDA and FOCF would
support the potential for a positive rating action.  This would
have to be coupled with our assessment that Findus has
strengthened its competitive standing in the U.K. market through a
sustainable contract structure and through its ability to mitigate
single customer or contract loss.



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


FAB CBO 2002-1: Moody's Affirms 'Ca' Rating on Class B Notes
------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on these classes of notes issued by F.A.B. CBO 2002-1
B.V.:

  EUR250 mil. (current outstanding balance EUR 6.1M) Class A-1
   Floating Rate Notes, Affirmed Aaa (sf); previously on Feb. 26,
   2015, Upgraded to Aaa (sf)

  EUR28 mil. Class A-2 Floating Rate Notes, Upgraded to
   Baa3 (sf); previously on Feb. 26, 2015, Upgraded to Ba3 (sf)

  EUR16 mil. (current outstanding balance EUR16.1 mil.) Class B
   Floating Rate Notes, Affirmed Ca (sf); previously on Feb. 26,
   2015, Affirmed Ca (sf)

RATINGS RATIONALE

The rating actions on the notes are a result of the material
improvement in the credit quality of the collateral.

Since the last rating action in February 2015, 78.33% of the
assets in the portfolio have been upgraded and on average the
magnitude of the upgrades was 2.35 notches.  Additionally the
defaulted assets have diminished from EUR12.71 million to the
current EUR8.29 million as reported in the Sept. trustee report.

Since the last rating action in Feb. 2015 the Class A-1 has been
reduced to EUR6.1 million from EUR7.3 million.  The amortization
of the class A-1 has also improved the overcollateralization
ratios for Class A-1 and Class A-2.  As per the October 2015
trustee report, the Class A and Class B overcollateralization
ratios are reported at 132.02% and 90.06% respectively, compared
to 121.02% and 83.11% as per the January 2015 trustee report.

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:

  (1) Weighted average life (WAL) Sensitivity - Moody's considered
a model run where the WAL generated by the collateral was
increased by two years.  The model output for these runs differs
from the base run by 1 notch.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of 1) uncertainty about credit conditions in the
general economy and 2) divergence in the legal interpretation of
CDO documentation by different transactional parties due to or
because of embedded ambiguities.

Additional uncertainty about performance is due to:

  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 prepayment levels or collateral sales by the collateral
   manager.  Fast amortization would usually benefit the ratings
   of the notes beginning with the notes having the highest
   prepayment priority.

  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.
   Recoveries higher than Moody's expectations would have a
   positive impact on the notes' ratings.

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


INVESCO MEZZANO: S&P Affirms 'B+' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Invesco Mezzano B.V.'s class A, B, C, and D notes.  At the same
time, S&P has affirmed its rating on the class E notes.

The rating actions follow S&P's review of the transaction's
performance.  S&P performed a credit and cash flow analysis and
assessed the support that each participant provides to the
transaction by applying S&P's current counterparty criteria.  In
S&P's analysis, it used data from the latest available trustee
report dated Aug. 28, 2015.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In our analysis, we used the reported
portfolio balance that we considered to be performing (EUR193.0
million), the weighted-average spread, and the weighted-average
recovery rates for the performing portfolio.  We applied various
cash flow stress scenarios, using our standard default patterns in
conjunction with different interest stress scenarios for each
liability rating category.  The exposure to obligors based in
countries rated below 'A-' is less than 10% of the aggregate
collateral balance (9.34%).  In accordance with our nonsovereign
ratings criteria, we have therefore not applied any additional
stresses," S&P said.

S&P's review of the transaction highlights that the class A notes
have paid down by EUR119.1 million since S&P's previous review.
This has increased the available credit enhancement for all of the
rated classes of notes.

S&P's analysis indicates that the available credit enhancement for
the class A, B, C, and D notes is now commensurate with higher
ratings than those currently assigned.  Therefore, S&P has raised
its ratings on these classes of notes.  None of the ratings on
these classes of notes is capped by S&P's supplemental tests.

S&P's credit and cash flow analysis indicates that the available
credit enhancement for the class E notes is commensurate with the
currently assigned rating.  Therefore, S&P has affirmed its
'B+ (sf)' rating on this class of notes.

Invesco Mezzano is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans granted to primarily
European speculative-grade corporate firms.  Invesco Asset
Management Ltd. manages the transaction.  The transaction closed
in October 2007 and entered its amortization period in November
2013.

RATINGS LIST

Class                Rating
             To                From

Invesco Mezzano B.V.
EUR350.45 Million Senior And Deferrable Interest Floating-Rate
Notes

Ratings Raised

A            AAA (sf)          A+ (sf)
B            AA+ (sf)          A- (sf)
C            A (sf)            BB+ (sf)
D            BBB- (sf)         BB+ (sf)

Rating Affirmed

E            B+ (sf)



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


BLAGOVEST JSC: Placed Under Provisional Administration
------------------------------------------------------
The Bank of Russia, by its Order No. OD-2998 dated November 2,
2015, cancelled license to carry out pension provision and pension
insurance of joint-stock company Non-governmental Pension Fund
Blagovest.

The reasons to take the extreme measure were as follows:

   -- violations of requirements of Federal Law No. 75-FZ, dated
      May 7, 1998, "On Non-governmental Pension Funds" with
      regard to the Fund's management of pension savings;

   -- repeated violation within a year of requirements to
      information distribution, provision or disclosure,
      stipulated by federal laws and related regulations of the
      Russian Federation;

   -- repeated non-compliance within a year with Bank of Russia
      instructions to remedy violations of requirements of the
      federal laws or related regulations of the Russian
      Federation and Bank of Russia regulations governing
      licensed activities of the Fund.

Due to the cancellation of the license, by its Order
No. OD-3000, dated November 2, 2015, Bank of Russia appointed a
provisional administration to manage the joint-stock company
Non-governmental Pension Fund Blagovest.

Bank of Russia will indemnify the policy holders their pension
savings in the amount and under procedure stipulated by the
legislation of the Russian Federation.


GAZPROMBANK: S&P Affirms 'BB+/B' Counterparty Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B' long- and
short-term counterparty ratings on Russia-based Gazprombank and
its core subsidiary, Gazprombank (Switzerland) Ltd.  The outlook
on both entities is negative.

At the same time, S&P affirmed the Russia national scale rating on
Gazprombank at 'ruAA+'.

The affirmation reflects S&P's opinion that Gazprombank will be
able to cushion the impact on its credit standing of higher-than-
previously-expected credit losses and weak profitability, driven
by deteriorating economic conditions in Russia.

S&P considers Gazprombank's business position to be "strong."
This assessment takes into account the bank's sound business
position as the third-largest bank in Russia and its strong
franchise, particularly in corporate banking, where the bank owns
about 9% of systemwide corporate lending and benefits from
established relationships with a number of large Russian
companies.  The bank had total assets of Russian ruble (RUB) 4.6
trillion or about $80 billion on June 30, 2015.  Although these
factors underline the bank's "high" systemic importance, this is
offset by the high single-name concentrations in its loan
portfolio and its vulnerable profitability profile on the back of
the deteriorating operating environment.

"Our assessment of Gazprombank's capital and earnings position is
"weak," which is the main negative rating factor, and reflects
modest levels of capitalization in a context of increased economic
risks in Russia and weakened earnings capacity.  The bank's risk-
adjusted capital (RAC) ratio at year-end 2014 stood at 3.9% before
adjustments for diversification and we expect the ratio to remain
below 5% at year-end 2016.  Our RAC forecast reflects our
expectations that the bank will have to create substantial
additional loan loss reserves for some of its large exposures,
including those related to Ukraine, and that its profitability
will remain weak in 2015-2016.  Despite recent improvements, we
believe that Gazprombank's capitalization still allows only
limited loss-absorption capacity in the event of financial
distress.  We regard the bank's August 2015 issuance of RUB125.7
billion of preferred shares as having "high" equity content under
our criteria (see "Gazprombank Affirmed At 'BB+/B' After Issuing
Preference Shares With High Equity Content; Outlook Still
Negative," published on Aug. 21, 2015), because we believe these
shares' loss-absorption capacity is the same as for ordinary
shares, which is critical under our criteria for determining
equity content.  We consider that the shares could reduce risks to
Gazprombank's stand-alone credit profile (SACP), since their
issuance boosted the bank's total adjusted capital materially,"
S&P said.

"In our view, Gazprombank's overall risk position is "adequate."
The bank's track record in underwriting credit, as measured by
nonperforming loans (NPLs) to total loans and annual loss
provisions to loans, also mirrors the Russian banking system
average.  Gazprombank defines NPLs as impaired loans with
repayment overdue by over 90 days.  This metric moderately
deteriorated in the first half of 2015 to 1.6% of gross loans from
1.1% at year-end 2014, with a 4x provision coverage ratio, which
is better than the figures reported by peer banks, especially
those that also have strong retail lending operations," S&P noted.

However, since S&P believes that distressed restructuring could
make up an additional 8%-10% of the bank's loans, such
provisioning coverage is not excessive, in S&P's view.  S&P
expects further deterioration of the quality of the loan book in
the coming two years, due to negative trends in the economy.  S&P
believes the NPL ratio (including restructuring) will likely
converge toward 12%-15% in 2015-2016, which is in line with S&P's
base-case expectation for the whole system in Russia.

S&P's "average" assessment of the funding position reflects a
diversified funding base.  The bank's stable funding ratio
historically slightly exceeds 100%, and the loan-to-deposit ratio
has steadily stood at around 100% over several years, which
compares well with many Russian peers.  S&P's "adequate"
assessment of the bank's liquidity position reflects sound
liquidity management practices and adequate liquidity indicators.
As of June 30, 2015, the bank had 16% of total assets in pure cash
and cash equivalent instruments, which S&P views as a comfortable
buffer.  Although currently the bank has almost no access to
external capital markets due to economic sanctions imposed against
Russia starting from 2014, S&P believes the bank should be able to
meet its foreign-currency denominated debt repayments in 2015 and
2016 due to accumulated reserves and availability of central bank
support in case of need.

S&P also recognizes the Russian government's strong demonstration
of support toward the bank, and S&P expects the government to
directly or indirectly support capital building at Gazprombank to
ensure that it is on an adequate competitive footing in the
market.  Although the government does not own and therefore does
not control the bank directly, S&P considers Gazprombank to be a
government-related entity (GRE) with a "high" likelihood of timely
and sufficient extraordinary government support.  According to
S&P's criteria, the ratings on Gazprombank are based on S&P's
opinion of the bank's status as a GRE.  S&P therefore incorporates
two notches of uplift into its long-term rating on Gazprombank to
reflect the "high" likelihood of government support.

Because S&P classifies Gazprombank (Switzerland) Ltd. as a "core"
subsidiary of Gazprombank, S&P equalizes the ratings on this
entity with those on its parent.  The core status reflects the
subsidiary's close integration with the parent, including full
ownership, and the parent's commitment to providing ongoing and
extraordinary support if needed.

The negative outlooks on Gazprombank and its core subsidiary,
Gazprombank (Switzerland) Ltd., mirror that on Russia, reflecting
S&P's view that the government support available for the bank may
have deteriorated, and that pressure on Gazprombank's risk
position and capital due to asset quality deterioration will
likely increase.  S&P would consider lowering the ratings if it
observed that the bank's portfolio quality had worsened more than
S&P expects for the banking sector as a whole.  S&P could also
lower the ratings on Gazprombank if it lowered the sovereign
credit ratings on Russia.

S&P could revise the outlook to stable if it revised the outlook
on Russia to stable and S&P saw a significant strengthening of the
bank's capital, combined with lower losses than expected.


MOSENERGO PJSC: Fitch Affirms 'BB+' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed PJSC Mosenergo's Long-term foreign
currency Issuer Default Rating (IDR) at 'BB+'. The Outlook is
Stable.

Mosenergo's 'BB+' rating incorporates a one-notch uplift for
parental support from its majority shareholder (53.5%), Gazprom
Energoholding and ultimately PJSC Gazprom (BBB-/Negative), which
solely owns Gazprom Energoholding.

Mosenergo's standalone 'BB' rating reflects its strong market
position in electricity and heat sales in Moscow and the Moscow
region, the most lucrative region in Russia, and its relatively
good quality assets. The company's exposure to market risk and
fuel prices growth is mitigated by the relative stability of its
cash flow supported by new capacity sales under the capacity
supply agreements (CSAs) with attractive economics along with its
strong credit metrics. However, high regulatory risk is a key
factor that in our view caps Russian utilities' standalone ratings
at sub-investment grade.

KEY RATING DRIVERS

Strong Credit Metrics

"We forecast that Mosenergo will continue to generate healthy cash
flow from operations over 2015-2019, mainly due to the large and
increasing contribution of new units operating under the CSAs,
which the company plans to commission by 2016. We forecast funds
from operations (FFO) net adjusted leverage to slightly increase
to 2.3x in 2015 from 2.1x in 2014. Our expectation of capex
moderation from 2016 along with good cash flow generation is
likely to result in de-leveraging with FFO net adjusted leverage
falling below 2.0x by 2016 and FFO gross interest coverage staying
at above 6.5x over 2015-2019. However, this is largely reliant on
Mosenergo's maintenance of a conservative financial policy and
more prudent working capital (WC) management."

CSAs Support Cash Flows

Stable earnings and a guaranteed return for capacity sales under
the CSAs are the key factors that mitigate Mosenergo's exposure to
market risk, support stability of its cash flow generation and
enhance its business profile. The company estimates that the newly
commissioned units operating under the CSAs contributed about half
of its 2014 EBITDA and expects their share to increase to above
70% of EBITDA by 2016 once all new capacity under the CSA
framework is commissioned.

Completion of Assets Swap with MIPC

Following the acquisition of a 90% stake in PJSC Moscow Integrated
Power Company (MIPC) by Gazprom Energoholding, Mosenergo and MIPC
have completed their heat assets swap in 2014 whereby MIPC
transferred 44 of its boiler stations to Mosenergo. Six of MIPC's
least efficient boiler stations out of 18 planned, were shut down
in 2014, while heat generation was mostly covered by Mosenergo. We
expect some operational benefits from this transaction with a
limited negative financial impact, mostly through weaker WC
management at MIPC. The asset swap slightly increased Mosenergo's
heat production in 2014 and simultaneously its market share in
heat sales in Moscow and the Moscow region. However, we do not
consider it to be margin enhancing as the heating segment is fully
regulated with uneconomic residential tariffs. In addition, as
Mosenergo has almost completed its capacity expansion capex, it
may be prompted to invest in the newly received heat assets
without a clear return.

Strong Market Position

Mosenergo's standalone 'BB' rating reflects its strong market
position in Moscow and the Moscow region (66% of electricity
supplies), favorable geography of operations and fairly good
quality asset base, which is arguably an industry benchmark among
its domestic peers. The company's geography of operations ensures
its dominance in the region, which tends to demonstrate the most
dynamic growth in electricity consumption, supported by strong
customer purchasing power, as reflected in the higher than average
income per capita for Russia. While this does not fully mitigate
the company's exposure to electricity demand volatility, it can
alleviate the impact if electricity sales decline.

Volume and Price Risk Exposure

"Despite its near monopoly position in Moscow and Moscow region,
Mosenergo bears market risk, which is a function of volume and
price risk. We assess the company's exposure to market risk in
conjunction with the regulatory risk that can exacerbate price
risk. While market risk adds to cash flow volatility, we believe
it is mitigated by the company's strong financial profile that
contains sufficient headroom to absorb volume and/or price
shocks."

Uncertain Regulatory Framework

"Similarly to other Russian utilities, Mosenergo is exposed to
high regulatory risk, as reflected in frequent modifications of
the regulatory regime and political interventions. This undermines
the predictability of the regulatory framework that is necessary
for utilities to make long-term investment decisions. The
instability builds uncertainty into companies' operations and
weighs on their cash flow generation, increasing business and
financial risks. The uncertainties surrounding the regulatory
regime are the key factor that in our view caps Russian utilities'
standalone ratings at sub-investment grade."

One-Notch Uplift for Parental Support

Mosenergo's 'BB+' rating benefits from one notch of uplift
reflecting support from its majority shareholder -- Gazprom
Energoholding and ultimately PJSC Gazprom. In accordance with
Fitch's Parent and Subsidiary Rating Linkage methodology, we
assess the strategic, operational and to a lesser extent legal
ties between Mosenergo and its parent company as moderately
strong. The strength of the ties is supported by Mosenergo's
integral role in Gazprom's strategy of vertical integration and
the fact that it contributed almost half of Gazprom
Energoholding's EBITDA in FY2014. It also consumes about 7% of gas
sold by Gazprom on the domestic market. Given Mosenergo's strong
credit metrics, financial support from its majority shareholder
has not been needed in the past. However, Fitch would expect
timely financial support to be available if the need arises.

KEY ASSUMPTIONS

-- Domestic GDP decline of 4 % and inflation of 15.5% in 2015
-- Electricity consumption to decline more slowly than GDP
    contraction in 2015, and grow below GDP in 2016-2019 annually
-- Electricity tariffs to increase below inflation over
    2015-2019
-- Gas prices growth in line with Fitch estimated inflation over
    2015-2019
-- Debt split by FX assumed to be in line with 1H15 breakdown
-- Capex in line with management's forecast for 2015 and around
    RUB9bn Fitch estimated over 2016-2019
-- Dividend payments of 20% of IFRS net income over 2016-2019

RATING SENSITIVITIES

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

-- Capex moderation and/or higher than expected growth rate for
    electricity and heat tariffs in comparison with domestic gas
    prices increase resulting in improvement of the financial
    profile (e.g. FFO net adjusted leverage below 1.5x and FFO
    interest coverage above 8x on a sustained basis).
-- Stronger parental support.
-- Increased predictability of the regulatory framework for
    utilities in Russia.

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

-- Margin squeeze due to the rise of domestic gas prices not
    fully compensated by growth in electricity and heat prices,
    weak working capital management, significant debt-funded
    acquisitions and/or an intensive capex program that would
    lead to a material deterioration of the company's credit
    metrics of FFO net adjusted leverage above 3x and FFO
    interest coverage below 5x on a sustained basis.

-- Weakening of the parental support may result in a removal of
    the one-notch uplift to Mosenergo's standalone rating.
-- Deterioration of the regulatory and operational environment
    in Russia.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity

Mosenergo's debt repayment schedule is not onerous. Its first
significant repayment is RUB21.7 billion due in 2017, including a
loan from Sberbank (BBB-/Negative). The company's cash position of
RUB11.7 billion at 1H15 along with available credit lines of
RUB46.3 billion from Gazprombank (BB+/Negative) and VTB provide
sufficient liquidity to cover its upcoming maturities. Mosenergo
also has access to the five-year RUB10 billion credit line from
PJSC Gazprom. We expect the company to generate negative free cash
flow (FCF) in 2015 but be FCF positive from 2016. Most of the cash
at 1H15 was held at AB Rossiya Bank. Although AB Rossiya Bank is
subject to the US sanctions, we treat cash located at this bank as
unrestricted as it is RUB-denominated and we believe the bank
should be able to service it.

Fitch does not view Mosenergo's FX risk exposure (28% of debt at
end-1H15 was euro-denominated whereas revenue is rouble-
denominated) as a significant credit risk due to the group's
strong financial profile, which has headroom to absorb FX shocks.

FULL LIST OF RATING ACTIONS
Long-term foreign currency IDR: affirmed at 'BB+'; Outlook Stable
Short-term foreign currency IDR: affirmed at 'B'
Long-term local currency IDR: affirmed at 'BB+'; Outlook Stable
National Long-term Rating: affirmed at 'AA(rus)'; Outlook Stable


TRANSAERO AIRLINES: Central Bank to Ease Rules for Creditor Banks
-----------------------------------------------------------------
Oksana Kobzeva and Katya Golubkova at Reuters report that Russia's
central bank is considering relaxing rules for banks that lent to
troubled airline Transaero.

According to Reuters, Alexei Simanovsky, first deputy governor of
the central bank, said the bank was considering extending the time
period over which banks had to create loan-loss provisions,
thereby easing pressure on their balance sheets.

Russian state banks Sberbank, VTB and development bank VEB are
among the top lenders to Transaero, which lost its license on Oct.
26, and some of the creditors have filed bankruptcy suits against
the carrier, Reuters relates.

Transaero, formerly Russia's second largest airline, had expanded
rapidly and added new routes, counting on a rising market before
Western sanctions and a weak rouble hit the Russian economy and
Transaero's debt ballooned, Reuters relays.

On Nov 2, 2015, Russian agencies reported that S7 airlines co-
owner Vladislav Filev had exited a deal to buy 51% of Transaero,
Reuters discloses.

A representative for Mr. Filev, as cited by Reuters, said in a
statement on Nov. 2 the deal had been called off because
Transaero's current shareholders no longer had an unencumbered
controlling stake in the company.  The statement said moreover, a
portion of their shares were subject to outstanding legal claims,
Reuters notes.

Mr. Filev's representative added that the S7 co-owner had pulled
out of the deal as soon as it was clear that the current Transaero
shareholders couldn't gather a 51% stake to sell, Reuters relates.

OJSC Transaero Airlines is a Russian airline with its head office
in Saint Petersburg.  It operates scheduled and charter flights to
103 domestic and international destinations.



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


UKRAINE: IMF May Change Lending Policies to Accelerate Bailout
--------------------------------------------------------------
Ian Talley at The Wall Street Journal reports that Ukraine's
Western allies are preparing to accelerate planned changes to the
International Monetary Fund's lending policies to prevent Russia
from stymieing the country's US$25 billion financial rescue
package.

Ukraine's economy has suffered drastically over the past year or
so, in large part due to a still-simmering conflict with Russia-
backed separatists in the east, the Journal notes.

The Kremlin has rejected Ukraine's invitation to participate in a
debt restructuring, and Kiev has said it won't be able to pay all
of the US$3 billion due to Moscow by the end of the year, the
Journal relates.  That could jeopardize Ukraine's US$17 billion
IMF bailout and other Western aid that is tied to it, because IMF
policy prohibits it from lending to countries that are in arrears
to other governments, the Journal states.

According to the Journal, people familiar with the matter, said
but the U.S. and other Western shareholders are preparing next
month to change the policy so that the IMF could move ahead with
its bailout for Ukraine even if Kiev defaults on some loans to
Russia.

Ukraine Finance Minister Natalie Jaresko told the Journal that
Russia's participation in the debt restructuring is an opportunity
to "depoliticize the issue, as it offers the same treatment as our
other bondholders."

In comments after meetings with international officials,
Ms. Jaresko signaled the IMF likely wouldn't let the Russian bond
"interfere with the program", the Journal notes.

The IMF's board is tentatively set to consider the change in late
November after leaders from the Group of 20 largest economies meet
in Turkey, the Journal discloses.



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


BRITISH AIRWAYS: Fitch Publishes 'BB+' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has published British Airways Plc's (BA) Long-term
Issuer Default Rating of 'BB+' with a Positive Outlook.

BA's rating is supported by its extensively diversified route
network, strong hub position at Heathrow, strong position on the
cash flow generative routes to the US and rigorous cost
management. Fitch rates BA on a standalone basis.

The Positive Outlook mainly reflects the company's on-going
improvement of credit metrics. It is also driven by our
expectations that the company will continue to pursue a prudent
financial policy despite its parent company's (International
Airlines Group; IAG) acquisition-focused growth and planned
dividend payments.

KEY RATING DRIVERS

Steady Improvements to Credit Metrics
BA's strong financial performance is driven by its strong market
and hub position, rigorous cost control and structural changes to
the cost base implemented ahead of other European legacy network
carriers as well as disciplined capacity growth and lower fuel
prices.

"We forecast that BA will achieve its financial target of
operating profit of GBP1.3bn in 2015 and its medium-term financial
target of an operating profit margin in the range of 10%-14% over
2016-2020. We expect its funds from operations (FFO) adjusted
gross leverage to decline to around 3x in 2015 from 3.7x in 2014
and further decline towards 2.5x by 2017 and FFO fixed charge
cover to increase to about 6x in 2015 from 5.3x in 2014 and
fluctuate around 7x over 2016-2019. This is despite our
assumptions that BA will have to pay dividends to support IAG's
dividend distributions and acquisition debt repayment. "

Positive Outlook

The Positive Outlook is driven by our expectations of further
improvement of BA's credit metrics over 2015-2019 and its
adherence to a prudent financial policy. BA's ability to sustain
its strong financial profile and maintain financial discipline,
despite the acquisition-oriented business model of IAG, is key not
only to its positive rating momentum but also to rating it on a
standalone basis. The Positive Outlook also assumes the cash
pension payments to be set by the 2015 valuation to remain in line
with our current expectations.

Aer Lingus' Acquisition Credit Neutral

Fitch expects the acquisition of Irish Aer Lingus by IAG to have a
neutral financial impact, excluding synergies, on BA as its credit
metrics are strong enough to absorb any financial implications of
this acquisition. BA's current exposure to the acquisition funding
is limited to a EUR400 million five-year loan it provided to AERL
Holding Limited, IAG's subsidiary, which made the acquisition.
However, IAG will have to rely on cash flows generated from
dividend payments from its operating companies to repay its loans.
Although IAG's dividend policy will apply to all its subsidiary
airlines, BA is by far the largest and most profitable airline in
the group and will be the key contributor to the dividends flow to
IAG.

Extensively Diversified Route Network

BA's strong business profile is underpinned by scale and diversity
of its route network with over 400 destinations worldwide
(including joint business agreements and code share agreements),
its strong presence on key profitable routes (primarily North
America) as well as the company's position as the third-largest
European airline based on revenue passenger-kilometers (RPK) and
the UK's largest international airline. BA falls only behind Air
France-KLM and Lufthansa based on RPK among its European peers.

North American Market is Key

One of the competitive advantages of BA is its significant and
growing transatlantic network, which is a key contributor to the
company's cash flow generation. BA is well placed to capitalize on
the UK's strong cultural and financial ties to the US to withstand
the competition on this lucrative market. While the
intensification of competition on the North American market may
put pressure on the yields, it is unlikely to significantly impair
BA's position, since its strong presence on this destination is
underpinned by NY-London status as world financial centres. The
Atlantic Joint Business (AJB) agreement with American Airlines
should also support BA's positioning in this region. The share of
the AJB in the North Atlantic seat capacity rose to 26% in 2014
from 22% in 2013, surpassing the share of the transatlantic joint
venture between Air France-KLM, Delta and Alitalia, which is
approaching 25%.

Leading Position in a Global Hub

BA's strong hub position at Heathrow is key to its competitiveness
and successful implementation of long-haul strategy. Around 90
airlines operate at Heathrow, which is the largest airport in
Europe and the fourth-largest in the world in terms of passenger
traffic for the 12 months ending April 2015. BA's exclusive
occupancy of Terminal 5 in 2008 provided it with more flexibility
for daily operations and planning and resulted in more efficient
operational performance. By mid-October 2015, BA had shifted its
operations into two terminals - Terminal 3, which is the main
Heathrow base for oneworld alliance where BA is a member, and its
flagship Terminal 5. The company expects the consolidation to two
terminals to improve efficiencies and aircraft utilization.

Better Managed Costs Than Peers

BA has significantly improved its cost structure and tackled the
legacy issues ahead of other European network carriers,
establishing a platform for profitable growth. As a result, the
company has been leading its European peers on cost metrics. Its
unit costs (CASK) are much lower than those of Air France-KLM or
Lufthansa. It still has a weaker cost position compared to
emerging market carriers (eg Aeroflot or Turkish Airlines) but its
unit revenue (PRASK) is higher supporting its profitability.

High Cash Pension Payments

BA is subject to significant cash pension payments in line with
the UK funded defined benefit pension schemes. The deficit payment
plans are agreed with the trustee of each pension scheme every
three years based on the actuarial valuation. We account for cash
pension payments as part of FFO calculation in the cash flow
projections. Therefore, the pension-related cash payments have a
direct impact on the company's FFO-based leverage.

Rating on a Standalone Basis

In accordance with our Parent and Subsidiary Rating Linkage
methodology, Fitch rates BA, wholly-owned by IAG, on a standalone
basis as we assess the legal and operational ties between IAG and
BA as moderate. This reflects IAG's principle for standalone
management of its operating entities. In BA's financing, there are
no cross-default provisions to other IAG-owned entities. There are
no cross guarantees among the entities in IAG and no centralized
treasury with independent debt management at subsidiary airlines.
In addition, BA has an independent board of directors.

KEY ASSUMPTIONS

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

-- Oil price of USD55/bbl for 2015, USD60/bbl for 2016 and
    USD70/bbl thereafter
-- RPK growth at about 2% CAGR over 2015-2019
-- Dividends of 25% of net income as well as additional
    distributions to IAG to help it repay acquisition loans
-- Capex in line with the company's guidance
-- Yields decline in 2015-2016

RATING SENSITIVITIES

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

-- Sustained FFO gross adjusted leverage trending towards 2.5x
    and below and FFO fixed charge cover above 5x.
-- EBIT margin above 10%, positive free cash flow.
-- Disciplined financial and dividend policy.
-- Adherence to the standalone principle by IAG in regard to the
    financial management of its operating entities.

Negative: The Outlook is Positive and Fitch therefore does not
anticipate events leading to a downgrade. Future developments that
may nonetheless, individually or collectively, lead to negative
rating action include:

-- Intensive capex, generous dividend payments or rise in fuel
    costs resulting in negative free cash flow through the cycle
    and credit metrics' deterioration.
-- FFO gross adjusted leverage above 3.5x and FFO fixed charge
    cover below 4x on a sustained basis.
-- Tighter links with IAG Group (for example, cross guarantees
    or fully integrated balance sheet).

LIQUIDITY

Adequate Liquidity

BA has a good liquidity position. Its cash position of GBP2.5
billion at end-2014 along with a revolving credit facility of
GBP1.1 billion due 2022 and committed undrawn credit lines of
GBP1.5 billion (as of September 30, 2015) are more than sufficient
to cover the company's maturities of GBP428 million in 2015 and
GBP746 million in 2016. The debt maturity profile is well balanced
with a manageable spike in 2016 due to GBP250 million bonds
maturity. Assuming a 25% dividend playout ratio, Fitch expects BA
to generate positive free cash flow on average over 2015-2019.

FX and Fuel Price Hedging

BA is exposed to currency risk as about half of its revenue is
generated in GBP whereas about half of its debt is in USD and only
over a quarter of total debt is in GBP. Fuel payments and capex
are mostly USD-denominated. The company uses forward contracts and
currency options as part of FX hedging.

BA also implements a fuel hedging policy to address fuel price
volatility. Fuel hedging is carried out with no collateralization
or margin call requirements. The company uses swaps and collars.
As 88% of BA's fuel consumption was hedged in 1Q15 declining to
59% in 4Q15, the drop in oil prices will start having a more
pronounced impact from 2016.

British Airways 2013-1 Certificates

Fitch will review the ratings for British Airways Pass Through
Trusts Series 2013-1 Class A and B Certificates within the next
few days.


FINDUS BONDCO: Moody's Withdraws B3 Rating on GBP410MM Notes
------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 rating on GBP410
million equivalent senior secured notes ("SSN") due 2018 issued by
Findus Bondco S.A.  Moody's has also placed under review for
downgrade a corporate family rating of B3 and probability of
default rating (PDR) of B3-PD of Findus Pledgeco, the parent
holding company of Findus group.

RATINGS RATIONALE

The withdrawal of SSN rating reflects their full repayment on 3
Nov. 2015 following the sale of continental European Findus Group
businesses to Nomad Foods Limited for approximately GBP500 million
purchase price.  The cash proceeds of the sale of approximately
GBP400 million along with some cash were used to repay SSN and
transaction costs.  Most of the remaining part, consisting of
Nomad Holding shares, is deposited into an escrow account and will
be available to satisfy warranty and indemnity claims under the
sale and purchase agreement with Nomad.

The review for downgrade was prompted by the increased risk in
Findus' credit profile due to the (i) reduced size of Findus'
standalone business post the asset sale combined with the loss of
a significant salmon processing contract with Sainsbury's
effective from November 2015; and (ii) the increased amount of
debt due to the inclusion of PIK Toggle notes as well as of
Preferred Equity Certificates (PECs) into the group perimeter by
Moody's.

Upon concluding the review, the CFR is expected to be moved from
Findus Pledgeco, the top entity of SSN restricted group, to
Lion/Gem Luxembourg 3 Sarl, indirect parent of Findus and the
financial reporting entity of the Findus group.  Consequently, the
CFR at Findus Pledgeco will be withdrawn.  This would reflect
Moody's view that current restricted payment test of debt/EBITDA
ratio of 2.0x at Findus Pledgeco no longer holds due to a lower
amount of debt at Findus Pledgeco's group.  Therefore the
financial flexibility and liquidity of Findus Pledgeco's
restricted group may now be affected by servicing PIK notes (even
though the company does not have intention to pay PIK notes
interest in cash).  All group debt, including the new PIK toggle
notes and PECs, will be considered by Moody's in consolidated
metrics.

The review for downgrade also incorporates Moody's current
expectation that the CFR downgrade is likely to be limited by one
notch.  The review will focus on the analysis of the restricted
group, the company's business profile and liquidity.

The debt structure at Lion/Gem Luxembourg 3 Sarl consists of (i)
EUR200 million 8.25%/9% Senior PIK Notes due August 2019 (unrated)
and (ii) G35 million Revolving Credit Facility due Jan. 2019,
(reduced from GBP60 million).  The capital structure also includes
approximately GBP500 million (including accrued interest) of
shareholder loans in the form of PECs which Moody's will be
treating as debt.

The company's leverage is around 8.5x based on standalone UK
EBITDA proforma for the loss of Sainsbury's contract (including
PIK notes) further increasing to around 27x if including PECs.
Although it is expected that all of the debt will not pay cash
interest, the credit risk of the remaining UK operations has
increased due to the increased leverage.

The principal methodology used in these ratings was Global
Packaged Goods published in June 2013.

Headquartered in the UK, Findus' UK business operating under
Young's brand is a leading UK fish and seafood producer in both
chilled and frozen segments.


GLOBO PLC: Court Puts Firm Under Administration
-----------------------------------------------
Reuters reports that British mobile technology firm Globo Plc,
which last month disclosed financial irregularities at the
company, said that a court had placed it under administration.

Globo, under investigation from UK's financial watchdog, said the
court had appointed Chad Griffin, Simon Kirkhope and Lisa
Rickelton of consulting firm FTI Consulting as joint
administrators, according to Reuters.

The company came under the scanner last month after U.S. hedge
fund and short-seller Quintessential Capital Management raised
questions about Globo's revenue model and finances in a report.

Reuters relays that the report prompted the company to convene an
emergency meeting, where some financial irregularities were
revealed and its chief executive and chief financial officer
resigned.

Trading in Globo's shares were suspended on Oct. 23 at the request
of the company, Reuters discloses.  The company had a market value
of 106 million pounds as of the stock's last close, Reuters adds.


KNOWLEDGE POINT: To Halt Operations in December
-----------------------------------------------
Emma Jacobs at The Financial Times reports that Knowledge Point is
to close its doors in December on the building it has occupied for
26 years in Islington, north London, blaming the twin pressures of
Uber and increased property prices.

Malcolm Linskey, the business owner, says it will continue to
produce and sell taxi driver training materials in print and
online supplemented by training sessions in church halls and
community centers.

Knowledge Point is a training school for London black cab drivers.


MGB LLC: Bank of Russia Ends Provisional Administration
-------------------------------------------------------
Due to the ruling of the Arbitration Court of the Republic of
Daghestan, dated October 9, 2015, on case No. A15-3479/2015 on
forced liquidation of the credit institution Non-bank Settlement
Credit Institution MGB, LLC and the appointment of a liquidator,
in compliance with Clause 3 of Article 18927 of the Federal Law
"On Insolvency (Bankruptcy)", the Bank of Russia took a decision
(Order No. OD-2990, dated November 2, 2015) to terminate from
November 3, 2015, the activity of the provisional administration
of the credit institution Non-bank Settlement Credit Institution
MGB, limited liability company, appointed by Bank of Russia Order
No. OD-2236, dated August 21, 2015, "On the Appointment of the
Provisional Administration to Manage the Makhachkala-based Credit
Institution Non-bank Settlement Credit Institution MGB, Limited
Liability Company, or NBSCI MGB LLC, Due to the Revocation of its
Banking License".


OLD MUTUAL: Moody's Assigns Ba1(hyb) Rating to Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1(hyb) rating to the
proposed subordinated notes to be issued by Old Mutual Plc under
the GBP5 billion EMTN programme.  The outlook on the notes is
stable, in line with the outlook on Old Mutual's Baa3 senior debt
rating.

The Ba1(hyb) rating of the bonds is based on the expectation that
there will be no material difference between current and final
documentation.

RATINGS RATIONALE

The Ba1(hyb) subordinated debt rating is one notch below Old
Mutual's senior debt rating, in line with our notching practice
for subordinated debt issued from the holding company, and
reflects (i) the subordination of the bonds (ii) the optional and
mandatory coupon skip mechanisms and (iii) the cumulative nature
of deferred coupons, in case of deferral.

The new issuance is a dated subordinated notes issue with a bullet
maturity of 10 years.  The notes will rank (i) junior to senior
debts (GBP112 million, 7.125% outstanding senior notes), (ii)
ahead of junior securities (GBP273 million, 6.40% outstanding
perpetual tier 1 notes) and (iii) pari-passu with subordinated
obligations (GBP500 million, 8% outstanding Tier 2 10-year notes).

The new instrument allows the issuer to optionally defer interest
payment on any interest payment date if no dividend on any class
of shares was declared or paid or any class of shares was
repurchased (subject to certain exceptions) during the previous 6-
month period, and contains a mandatory interest deferral trigger
based upon breach of solvency requirements.  The terms of the
notes explicitly state that the mandatory coupon deferral trigger
will be based on breach of Old Mutual's Solvency II capital
requirements on implementation of Solvency II.  However, any
deferred interest payment, optional or mandatory, will constitute
arrears of interest and remains payable by Old Mutual at a future
date (cumulative coupon deferral mechanism).

The notes are intended to qualify as Tier 2 capital under Solvency
II for Old Mutual.  The documentation of the notes also allows Old
Mutual to substitute or vary the terms of the securities under
certain circumstances, including the situations where, as a result
of a change in regulation, the instrument would no longer fully
qualify as regulatory capital under Solvency II.  Nonetheless,
Moody's believes that the terms cannot be changed in a way that is
materially adverse to investors.

The proceeds of the notes will be used by Old Mutual for general
corporate purposes.  The debt issuance will support the group's
regulatory capitalization ahead of the call of outstanding EUR374
million perpetual upper Tier 2 notes, which the group announced
will be called on Nov. 4, 2015.

The Tier 2 notes will receive no equity credit from Moody's in its
financial leverage calculation based on their maturity of less
than 10 years.  As a result Moody's expects financial leverage to
deteriorate slightly, but still remain strong, at an estimated 18%
on a pro-forma basis at 1H2015, when adjusting for the current
debt issuance, the upper tier 2 notes that will be called in
November and the rand issuance in March and September 2015, up
from 15% as YE2014.  Excluding Nedbank's shareholders' equity,
which we regard as less likely to be available to support Old
Mutual's holding company debt, financial leverage is higher at an
estimated pro-forma 29% as at 1H2015 post debt issuance (YE 2014:
26%), but remains fully commensurate with the rating level.

Old Mutual's Ba1(hyb) subordinated debt ratings are partially
constrained by the credit quality of South Africa sovereign (Baa2
stable) due to the group's substantial operations and investment
exposure to the country.  The group's South African operations
generated around two thirds of the group's adjusted operating
profit and 67% of dividends remitted to the holding company in
2014, and represented around 50% of the group's shareholders'
equity (excluding intangibles) as at YE2014.

Since a significant proportion of the group's principal operating
activities are domiciled in South Africa, Old Mutual Plc remains
somewhat exposed to restrictions on foreign exchange transfers out
of South Africa.  In Moody's view, this reduces the ability to
recognize excess capital in the South African operations due to
the fungibility and transferability rules applied under Solvency
II and will likely lead to a reduction in the group's reported
capitalization under Solvency II, both compared to the Financial
Group Directive under Solvency I (H1 2015: 151%) and the company's
economic capital model (YE2014: 226%).

Moody's believes that Old Mutual's main subsidiaries are well
capitalized, however the group's significant exposure to South
Africa constrains fungibility at the holding company, particularly
given that the vast majority of external financial debt is issued
by the UK holding company in hard currency.  Notwithstanding this,
the holding company manages foreign currency risks through non-
rand denominated dividends received from subsidiaries ("hard
currency" dividends ) typically covering the interest expense of
the debt issued at the holding company level together with central
costs, whilst the South African dividends are available to cover
the group's dividend.

RATING DRIVERS

Given the stable outlook, an upgrade of Old Mutual's ratings is
considered unlikely in the near-term.  However, in the longer
term, the ratings could rise if ; (1) an upgrade of South Africa's
sovereign rating were to occur, (2) the IFSR's of Old Mutual Life
Assurance Co. (South Africa) Ltd. (OMLAC(SA)) and Old Mutual
Wealth Life Assurance Limited (OMWLAL) and/or the BCA of Nedbank
Limited were upgraded; (3) consistently low financial leverage
(less than 20%) and sustained good earnings coverage (above 8x)
are delivered; and/or (4) Old Mutual delivers sustained return on
capital levels of at least 10%.

Moody's added that a negative rating action for OMLAC(SA) and/or
Old Mutual Plc could occur in the event of (1) a deterioration in
South Africa's sovereign rating; (2) a material deterioration in
the creditworthiness of Nedbank and/or the rest of the South
African banking sector; (3) a meaningful reduction in the Group's
business and geographic diversification; and/or (4) a failure to
sustain hard interest cover of at least 2x.

RATING LIST

These rating has been assigned with a stable outlook:

  Old Mutual Plc -- Ba1(hyb) Dated subordinated debt rating


OLD MUTUAL: Fitch Rates GBP450MM Subordinated Debt Securities
-------------------------------------------------------------
Fitch Ratings has assigned Old Mutual plc's GBP450 million issue
of subordinated debt securities a 'BB+' rating. The notes are
rated three notches below Old Mutual's Issuer Default Rating (IDR)
of 'BBB+', to reflect their subordination (two notches) and
moderate risk of non-performance (one notch), in line with Fitch's
notching criteria.

KEY RATING DRIVERS

The securities have a 10-year bullet maturity and pay a 7.875%
fixed coupon semi-annually. Fixed-charge coverage is expected to
remain solid given Old Mutual's strong track record of earnings
generation.

The notes include a mandatory interest deferral feature, which is
triggered when the company's capital level falls below the
regulatory capital requirement.

The subordinated bonds have been structured to qualify as Tier 2
capital under Solvency II. According to Fitch's methodology, these
subordinated bonds are classified as 100% capital within Fitch's
own capital assessment due to regulatory override and are
classified as 100% debt for the agency's financial leverage
calculations as the instruments are dated.

The proceeds of the issuance of the new subordinated debt
securities will be partly used to replace the EUR373m Tier 2 debt
which has recently been called. The proceeds are also expected to
be used to pay maturing senior debt in 2016. The issuance of the
new subordinated debt does not have a material impact on Old
Mutual's leverage, which is expected to remain low for Old
Mutual's rating.

RATING SENSITIVITIES

The ratings on the subordinated debt securities are sensitive to
changes in Old Mutual's IDR.


PERFORM GROUP: Moody's Assigns B2 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and B2-PD probability of default rating (PDR) to Perform
Group Limited.  Concurrently, Moody's has assigned a (P)B3
instrument rating to the Group's proposed GBP200 million Senior
Secured Notes due 2020, to be issued by Perform Group Financing
plc, a subsidiary of Perform.  The outlook on all ratings is
stable.

This is the first time Moody's has assigned a rating to Perform.
Moody's issues provisional ratings in advance of the completion of
the transaction and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only.  Upon a conclusive
review of the final documentation, Moody's will endeavor to assign
a definitive rating to the Senior Secured Notes.  A definitive
rating may differ from a provisional rating.

The rating action was prompted by the announcement of the issuance
of the new Senior Secured Notes, the proceeds of which will be
used to repay drawings under the Group's existing Revolving Credit
Facility, pre-fund M&A related earn-outs and fund the roll-out of
a new Over the Top platform outside the group to which the
covenants of the Senior Secured Notes apply.  Concurrently with
closing of the transaction the existing RCF will be cancelled and
replaced with a new GBP50 million Super Senior RCF, which will not
be rated and which is not expected to be drawn at closing.

RATINGS RATIONALE

Perform's B2 Corporate Family Rating (CFR) is supported by: 1) the
Group's strong and scalable position in a market where digital
media consumption is growing rapidly, particularly in sports; 2)
the Group's digital platform agnostic model, which is supported by
its acquisition of multi-platform rights that protect against
changing consumer behavior; 3) a good position in mobile, where
the proliferation of devices is also increasing the importance of
this channel for advertising; 4) high levels of live video content
exclusivity, which, in conjunction with the scalable platform
already built and a highly diverse range of rights and end user
clients, create barriers to entry and a strong competitive market
position; 5) increasing geographic reach that captures emerging
market growth opportunities and reduces the effect of potential
regulatory change in any one jurisdiction; and 6) underlying cash
generation that supports high IT investment spend.

Conversely, the rating is constrained by: 1) the relatively
limited absolute scale of the Group which, although a leader in
its sector, is small when compared to Moody's rated universe; 2) a
combination of rising content costs and a shift to mobile where
inventory revenues are not rising as fast as traffic itself, which
we believe can create margin pressure; 3) a mismatch in the
contract tenors of rights acquired when compared to those sold,
non-exclusivity of data rights, as well as regulatory risks mainly
relating to clients served by the Group with online gaming
revenues, which all leave the Group exposed to material purchasing
commitments; 4) technology risks and related requirement for high
levels of IT investment spend; 5) growing dependence on
advertising revenues, which we believe are more cyclical than
content distribution; and 6) high levels of leverage (Moody's
adjusted metric is estimated at 6.1x), which under Moody's gross
measure are exacerbated by deferred consideration commitments and
financial policies that could include further acquisitive growth.
Moody's notes that its measure of leverage discounts from FY2014
EBITDA the seasonal impact of the FIFA World Cup, FX currency
translation gains and effect of the phasing out of the
subscription and technology & production businesses (Moody's
adjusted leverage would decrease to around 5.1x including these
items).

Moody's expects the Group's liquidity position to remain adequate
over a 12-18 month time horizon.  In addition to pro-forma closing
cash balances estimated at c.GBP30 million (discounting cash held
to pre-fund deferred consideration commitments), there is an
undrawn Super Senior RCF of GBP50 million maturing in 2020.  The
RCF contains a springing leverage covenant for which Moody's
expects headroom to remain strong over the time frame detailed.
Because the Senior Secured Notes account for predominately the
entire Group debt, there is negligible short term debt.  The Group
also has the ability to generate positive underlying free cash
flow (i.e. before one off items), despite significant capex
requirements; however Moody's also notes that it is required to
hold at least USD30 million in cash and cash equivalents under a
material rights agreement.  The Group also has a net commitment to
pay a deposit under a new material contract in FY2016.  Finally,
Moody's also expects comparatively material increases in absolute
working capital requirements associated with rapid revenue growth,
against which a continued strategy of acquisitive growth may also
limit free cash generation and reduce available liquidity.

Using Moody's Loss Given Default Methodology, the B2-PD is in line
with the B2 CFR reflecting the assumption of a 50% recovery rate.
The (P)B3 on the Senior Secured Notes, one notch below the CFR,
reflects the comparatively large Super Senior RCF ranking ahead of
them.  Moody's notes that the Senior Secured Notes are issued by a
wholly owned finance subsidiary, Perform Group Financing plc,
while the borrower in respect of the Super Senior RCF is its
immediate parent, Perform Midco Limited.  The Senior Secured Notes
and the Super Senior RCF benefit from the same security package,
comprising substantially all assets of group companies which must
at all times represent at least 80% of group assets, turnover and
EBITDA (subject to certain exceptions); however in accordance with
the terms of an intercreditor agreement, in the event of
enforcement of the security the obligations of the Super Senior
RCF will be satisfied in full before any payment can be made under
the Senior Secured Notes.  Moody's also notes that its assessment
assumes that the OTT platform roll-out, outside the Restricted
Group, is fully funded.

RATIONALE FOR THE STABLE OUTLOOK

Moody's adjusted leverage of 6.1x, on a pro-forma basis for the
LTM June 2015, is considered to be high for the rating category
given the Group's comparatively limited absolute scale,
notwithstanding its market leading position.  Nonetheless, the
stable outlook also reflects Moody's expectation that the Group's
strong competitive position and scalable platform in rapidly
growing markets will deliver EBITDA and margin uplift over the
next 12-18 months.  The outlook also incorporates Moody's
assumption that adjusted leverage, a gross measure, will reduce as
pre-funded deferred M & A related earn-out commitments are
reduced.  While Moody's anticipates that the Group will continue
to make bolt-on acquisitions, we believe that ongoing high capex
requirements and growth related working capital will be limiting
factors.  The outlook therefore also assumes that: 1) management
will not embark on any material or transforming debt funded
acquisitions; and 2) the roll-out of the Group's new OTT platform
outside the Restricted Group will not require follow-on
investment.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward ratings pressure could be exerted if: 1) revenues increase
significantly and EBITDA margins improve on a sustained basis; 2)
Moody's adjusted debt/ EBITDA reduces sustainably below 4.0x; and
3) Moody's adjusted free cash flow / debt is sustained above 5%.

Conversely downward ratings pressure could develop if: 1) Moody's
adjusted debt/ EBITDA does not reduce towards 5.0x; 2) margin
performance and cash generation deteriorate; or 3) the liquidity
profile weakens significantly.

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

Headquartered in the UK, Perform is a leading company in
monetizing sports rights in digital media, distributing multi-
platform digital sports video and data content to business
partners and selling online advertising both on its own and third
party websites.  In FY2014, Perform reported revenue and pre-
exceptional adjusted EBITDA of GBP250 million and GBP49 million,
respectively.  The Group is majority controlled by Access
Industries, which formed Perform in 2007 when it acquired and
merged Inform and Premium TV.


PERFORM GROUP: S&P Assigns Preliminary 'B' CCR, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
long-term corporate credit rating to U.K.-based multimedia sports
content provider Perform Group.  The outlook is stable.

S&P also assigned its preliminary 'B' issue rating to Perform
Group's proposed GBP200 million senior secured notes and S&P's
preliminary 'BB-' issue rating to the proposed GBP50 million super
senior revolving credit facility (RCF).  S&P assigned a
preliminary '4' recovery rating to the senior secured notes and a
preliminary '1' recovery rating to the RCF.  These indicate S&P's
expectation of average recovery in the lower half of the 30%-50%
range for the notes and very high recovery (90%-100%) for the RCF
in the event of a payment default.

The preliminary ratings are subject to the successful placement of
Perform's proposed debt, which S&P understands will occur in the
next few weeks, and S&P's receipt and review of the final
documentation.  If Standard & Poor's does not receive the final
documentation within a reasonable timeframe, or if the final
documentation departs from the materials S&P has already reviewed,
it reserves the right to withdraw or revise its ratings.

The preliminary rating on Perform reflects S&P's assessment of the
company's "weak" business risk profile, and its "highly leveraged"
financial risk profile, underpinned by S&P's "FS-6" assessment of
Perform's financial policy.  The "FS-6" assessment reflects S&P's
view that the financial policy of Perform's controlling
shareholder, Access Industries, is aggressive.

When the refinancing closes, Perform's debt will mainly comprise
the proposed GBP200 million senior secured notes.  In the absence
of any amortizing debt, Perform will rely on EBITDA growth to
reduce leverage over the next three years.  In S&P's view, an
unusually high level of capital expenditure (capex) and working
capital outflows, combined with ambitious growth plans, will limit
Perform's free operating cash flow (FOCF) generation in the same
period.  On a Standard & Poor's-adjusted basis, S&P estimates that
Perform's funds from operations (FFO)-to-debt ratio will be 10%-
12% in 2015, and its debt to EBITDA will be 5.0x-5.5x.

Perform provides sports-related content and media to a diverse
range of business customers and end consumers.  S&P's assessment
of Perform's business risk profile as "weak" reflects the group's
small scale, which limits its ability to absorb shocks in the
event of an unfavorable operating environment; its dependence on
the online sports betting market, which S&P considers is exposed
to greater regulatory risk than other industries; and its reliance
on advertising revenues, which S&P considers sensitive to economic
cycles.  Perform's limited geographic diversification--about 30%
of its earnings are generated in the U.K. and a further 40% in
other European countries--also constrains our assessment of its
business risk profile.

On the positive side, S&P incorporates into its assessment of
Perform's business risk profile the group's leadership in the
niche sports data market, where Perform generates revenues by
licensing content to business customers.  The group has a broad
portfolio of sports rights and proprietary technology.  In
addition, Perform generates revenues from selling advertisements
across a number of its platforms, including its embeddable video-
on-demand ePlayer sports platform.  The group's niche focus means
that it has limited direct competition globally.  S&P considers
that Perform's global network infrastructure, its longstanding
relationships with a variety of sports rights providers, and the
breadth of its rights and sports data portfolio guard it, to some
extent, from direct competition from new entrants and larger
players in the sports media market.

Perform also benefits from fairly predictable earnings, thanks to
high renewal rates by its online sports betting customers, and a
diverse and growing customer base in its other end markets.  S&P
considers that Perform's proprietary technology and proven ability
to share content across a number of different platforms give the
group a favorable position in the high-growth digital media
industry.

The combination of a "weak" business risk profile and a "highly
leveraged" financial risk profile results in an anchor of either
'b-' or 'b'.  S&P has chosen the higher of the two possible
anchors for Perform to reflect S&P's view that its leverage is at
the strong end of the "highly leveraged" category and its interest
coverage metrics are robust.

S&P's base case assumes:

   -- Growth in the U.K. economy of 2.6% in 2015, 2.7% in 2016,
      and 2.5% in 2017.  The eurozone will exhibit slower growth
      of 1.6%, 1.8%, and 1.6% over the same years.

   -- Moderate revenue and EBITDA growth in 2015, accelerating in
      2016 and beyond, on the back of the group expanding in the
      media segment, bundling products, and extending its
      existing platforms across multiple devices.

   -- A decline in the adjusted EBITDA margin in 2015 by about
      100 basis points from the 15.4% posted in 2014.  This
      mainly reflects the impact of a long-term incentive expense
      that will be payable in cash as a result of the group's
      delisting from the London Stock Exchange in December 2014.
      S&P forecasts that in 2016, Perform will increase its
      EBITDA margin to about 15.5%-16.0% as it continues to
      benefit from operating leverage on growth in sales.

   -- An outflow of working capital of up to GBP20 million in
      each of the next two years, owing to Perform's growth in
      the media segment and one-off items.

   -- Annual capex of GBP20 million-GBP25 million in 2016-2017.

   -- No dividend payments in 2015-2016.

   -- Surplus cash not available for netting off debt, as per
      S&P's criteria for financial sponsor-owned companies.  S&P
      nets the cash raised specifically for the repayment of
      GBP27 million of upcoming contingent payment related to
      previous acquisitions from these liabilities, and as such
      do not include the liabilities in S&P's adjusted debt
      calculation.

   -- Deleveraging underpinned by growth in EBITDA

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

   -- An EBITDA margin of about 14.5%-16.0% in 2015 and 2016.
   -- Adjusted debt to EBITDA of 5.0x-5.5x in in 2015 and 2016.
   -- Adjusted EBITDA to interest coverage of 2.3x-2.8x per year
      pro forma the refinancing.

The stable outlook on Perform mainly reflects S&P's view that the
group will continue to post solid revenue and EBITDA growth over
the next few years, based on strong renewal rates in the content
segment and expansion in the media segment.  S&P anticipates that
the group's credit metrics will be highly leveraged for the next
few years, alongside "adequate" liquidity.  S&P's base-case
scenario assumes that Perform's EBITDA interest coverage will
remain comfortably above 2x, and that its leverage will not exceed
6x.  S&P anticipates that the magnitude of Perform's cash outflow
will diminish as the group expands its earnings base and finances
its growth increasingly from generated cash.  The stable outlook
is also underpinned by S&P's expectation that Perform will
maintain "adequate" liquidity over the next 12 months, supported
by a degree of flexibility on capex.

Over the next 12 months, S&P could lower the rating if Perform
does not expand its revenues at the rate S&P anticipates, and if
it fails to maintain profitability in the event of a revenue
shortfall by reducing costs in a timely fashion.  Specifically,
S&P could lower the rating if EBITDA interest coverage drops to
about 2x.

The rating could also come under pressure if ambitious growth
results in a higher working capital outflow than S&P expects, or
if FOCF generation is undermined for other reasons, leading to
materially negative FOCF or weakened liquidity.  In addition, if
S&P sees evidence of Perform providing financial support to its
start-up OTT business, S&P could revise its assessment of the
group's financial policy downward to 'FS-6 (minus)', and lower the
rating.  Finally, increased competition and price pressure in the
global sports rights market and Perform's niche media segment
could cause S&P to revise downward its assessment of the group's
business risk profile, potentially leading to a downgrade.

S&P considers an upgrade as unlikely at present, as it already
incorporate an assumption of material growth in Perform's earnings
into S&P's forecasts, and Perform's negative FOCF and financial
sponsor ownership limit ratings upside potential in the near term.


SHIP LUXCO: S&P Raises CCR to 'BB', Then Withdraws Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised to 'BB' its
long-term corporate credit rating on Ship Luxco 3 S.a.r.l., a
holding company for U.K.-based payments processor Worldpay.  S&P
affirmed the short-term corporate credit rating on Ship Luxco 3 at
'B'.  S&P subsequently withdrew the ratings, together with all of
its issue and recovery ratings on the facilities that have been
repaid.

At the same time, S&P assigned a 'BB' long-term corporate credit
rating to Worldpay Group PLC, the publicly listed entity and
ultimate parent company of the group.

Furthermore, S&P assigned issue ratings of 'BB' to the proposed
GBP600 million equivalent senior unsecured notes maturing 2022 to
be issued by Worldpay Finance PLC.  The recovery rating is '3',
indicating S&P's expectation of "meaningful" recovery prospects in
the higher half of the 50%-70% range.

The rating actions follow the completion of Worldpay's IPO on the
London Stock Exchange, which successfully raised net proceeds of
about GBP900 million. Worldpay used these proceeds, along with
GBP1.5 billion of new credit facilities, to reduce and refinance
the existing capital structure, including the group's payment-in-
kind (PIK) loans and preferred equity certificates.  This
transaction has led to a marked improvement in Worldpay's credit
metrics.  S&P now expects Worldpay's pro forma Standard & Poor's-
adjusted leverage to decline to below 5x in 2015 from 8.6x in
2014.  Additionally, the refinancing of Worldpay's debt, including
the proposed notes, is set to materially reduce Worldpay's cost of
debt, supporting its free cash flow generation.  S&P has therefore
revised Worldpay's financial risk profile assessment upward to
"aggressive" from "highly leveraged."

"We forecast a meaningful reduction in adjusted leverage in 2016,
supported by solid top-line growth, as well as a drop in the
company's exceptional costs.  Most of these costs are related to
the new platform and separation from the Royal Bank of Scotland
(RBS) as the company migrates its customers to the new platform
over the first half of the year.  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 approaching 8%," S&P said.

S&P views the IPO and the partial exit of financial sponsors Bain
Capital and Advent International, whose ownership has fallen to
about 42% of common equity, as positive for the company's
financial policy.  S&P currently sees 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 to
ongoing exceptional costs and capex related to Worldpay's
separation from RBS and the build-out of a new payment processing
platform.  In addition, S&P assumes the successful migration of
customers to the company's new IT platform over the next 12
months.

S&P considers Worldpay's business risk profile to be at the higher
range of the "fair" category in comparison with industry peers,
and see material short-term deleveraging prospects.  S&P reflects
these factors in a one-notch upward adjustment under its
comparable rating analysis modifier.

S&P's base-case operating scenario for Worldpay assumes:

   -- Revenue growth of 5%-7% in 2015 and 2016, mainly due to
      growth of more than 15% in e-commerce.

   -- Margins increasing to more than 9% by 2016 from about 8% in
      2014, due to lower exceptional costs and benefits of
      increased operating leverage.  S&P assumes exceptional
      costs of about GBP34 million in the second half of 2015 (in
      line with the reported amount for the first half of the
      year) and about GBP50 million in 2016.

   -- Annual capex of about 4% of sales.

   -- Dividends of 30% of net income starting late 2016.

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

   -- Funds from operations to debt of about 11% in 2015 and 17%
      in 2016, up from about 4% in 2014;

   -- Debt to EBITDA of about 4.9x in 2015, declining to about
      4.2x in 2016, from 8.6x in 2014;

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

   -- EBITDA interest coverage of 5x-6x in 2016.

The stable outlook reflects S&P's anticipation that continued
growth in the payment industry, with limited risks of
releveraging, will support a decline in Worldpay's adjusted
leverage to well below 4.5x in 2016.

S&P could consider raising the ratings if it sees a marked
improvement in Worldpay's operating efficiency -- with EBITDA
margins rising above 10% and return on capital increasing to more
than 8% -- that would lead to a revision of its business risk
profile to "satisfactory."  This is likely to happen following a
successful migration to the new IT platform, resulting in
exceptional costs minimalizing.  S&P do not anticipate this will
happen before 2017.

An upgrade would also be subject to reduction in adjusted leverage
to less than 4x and increase in FOCF to debt to about 10%.

S&P could consider a downgrade if the company experienced
meaningful issues in the migration to the new platform, resulting
in higher-than-anticipated costs, in conjunction with an increase
in customer churn and materially negative free cash flow
generation.


UK ASSET: Repays GBP500MM to Government for 6Mos. Ended September
-----------------------------------------------------------------
Reuters reports that Britain's "bad bank", which is running down
the loans of two bailed out lenders, said it repaid GBP500 million
to the government in the six months ended September.

UK Asset Resolution Ltd (UKAR), a state-run "zombie bank" that
does not take on new business, said it had now returned GBP14.6
billion, or 30% of the loan to the government, Reuters relates.

The bank, as cited by Reuters, said it had reduced the size of its
balance sheet by GBP8.5 billion during the period.

UKAR is winding down the loans of Northern Rock and Bradford &
Bingley, which were nationalized during the financial crisis of
2007 to 2009, Reuters discloses.


VTR NORTH: Sold Out of Administration, Securing Jobs
----------------------------------------------------
Yorkshire Post reports that the business and assets of, special
effects company, VTR North Ltd have been sold out of
administration, securing the jobs of all of its current workforce.

VTR North, a post production and special effects company with
facilities in Leeds, has been sold to CNBB Ltd, according to
Yorkshire Post.

VTR, which was founded in 2005, provides editing and finishing as
well as audio and special effects services, the report notes.

The business was placed in the hands of joint administrators Jason
Elliott and Craig Johns of Cowgill Holloway Business Recovery on
October 27, the report relays.

The report discloses that prior to their formal appointment the
joint administrators had commenced a marketing campaign which they
continued with for a short period of time following their
appointment to ensure that it was brought to the attention of as
many potentially interested parties as possible.

A sale to CNBB Ltd was completed on October 30. The sale ensures
the continuity of the employment of the entire workforce and with
the ongoing involvement of existing management underpinned the
integrity of the debtor ledger thereby ensuring that creditors
would receive maximum return, the report notes.

The report says that Mr. Elliott said: "We are delighted to have
been able to achieve a sale of the business but additionally, the
combined experience and knowledge of this sector that the
purchasers bring should ensure a long term viable future for the
business and its employees, which is great news for its staff and
customers."


W. BRAITHWAITE: Jobs Lost as Firm Enters Administration
-------------------------------------------------------
Insider Media Limited reports that W Braithwaite & Sons, a
historic Liverpool-based building contractor and shopfitter which
has worked for clients such as the Liverpool Football Club and
Bibby Line Group, has entered administration with the majority of
staff made redundant.

The business, which dates back to 1899, carries out work for
various organizations including hospital trusts, universities,
councils, banks and building societies, according to Insider Media
Limited.

W Braithwaite & Sons entered administration on November 2, 2015,
with Andrew Mackenzie and Nick Reed of Begbies Traynor appointed
joint administrators, the report notes.

According to its website, the company carried out the GBP1.05
million refurbishment of the Shankly, Paisley and International
Hospitality Suite on behalf of Liverpool Football Club, the report
relays.  It also worked on the GBP535,000 refurbishment of the
ground, first and second floors of a fully occupied office on Duke
Street for Bibby Line Group, the report notes.

The report discloses that Mr. Mackenzie said: "Unfortunately, over
the last 12 months, the company has suffered a number of issues
resulting in the current financial difficulties. The majority of
the 22-strong staff have been made redundant, but a skeleton staff
of seven remains to complete certain contracts.

"The company has a strong reputation and an excellent track record
and we are currently looking for expressions of interest for the
business and/or the assets of the company," the report quoted Mr.
Mackenzie as saying.


WORLDPAY FINANCE: Moody's Raises CFR to Ba2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the
corporate family rating and to Ba2-PD from B1-PD the probability
of default rating (PDR) of Worldpay, which is the ultimate holding
company for Worldpay and its operating subsidiaries.  Moody's has
also assigned a provisional rating of (P)Ba2 to a new issue of
EUR400 million senior unsecured notes due 2022 to be issued by
Worldpay Finance plc.  The outlook on all ratings is stable.

At the same time, Moody's has assigned a Ba2 CFR and Ba2-PD PDR at
Worldpay Group plc, which is the ultimate holding company for the
Worldpay group and its operating subsidiaries; and withdrawn the
previous CFR at Ship Luxco 3 S.a.r.l., as that entity was
liquidated as part of the IPO process.  In addition, the ratings
of the credit facilities have been withdrawn at Ship Luxco 3
S.a.r.l., Ship Midco Limited and Worldpay US Finance LLC following
repayment.  This concludes the review for upgrade initiated on
Sept. 25, 2015.

"The upgrade reflects the combination of Worldpay's successful IPO
launch in October 2015, the proceeds of which were used largely
towards debt reduction, as well as strong underlying earnings
growth in 2015, which has improved metrics to a level within our
previous guidance for an upgrade", says Colin Vittery, a Moody's
Vice President - and lead analyst for Worldpay.

RATINGS RATIONALE

The ratings actions were prompted following the successful
completion by Worldpay of an Intial Public Offering of shares on
the main market of the London Stock Exchange on October 16, 2015.
The IPO has resulted in a free float of 51.8% of the issued share
capital and raised gross proceeds of approximately GBP890 million
for the company.  The IPO proceeds alongside a newly raised
GBP1,500 million credit facility were used to repay WorldPay's
outstanding senior secured credit facilities, the Floating Rate
Senior Notes due 2020 (PIK toggle notes) issued by WorldPay's
historic parent company, Ship Luxembourg Blackjack 2 Cy S.C.A, the
Preferred Equity Certificates issued by WorldPay, and transaction
fees.  On Sept. 4, 2015, WorldPay received commitments from banks
for new credit facilities totalling GBP1,700 million, including a
GBP600 million term loan due 2018, a GBP900 million term loan due
2020, and a GBP200 million revolving credit facility.  Following
the IPO, Worldpay is seeking to refinance partially the GBP600
million term loan due 2018 with new EUR400 million senior
unsecured notes due 2022 issued by its wholly-owned subsidiary,
Worldpay Finance plc.

In the first six month ending June 30, 2015, WorldPay's underlying
operating performance has continued its positive trajectory after
a good fiscal year 2014.  Underlying year-to-date (YTD) June 2015
revenues at GBP1.9 billion were 13% above prior year driven by the
good performance of WorldPay US (12% revenue growth) and eCommerce
(17.4%).  WorldPay UK, which experienced a 1% revenue decline, was
negatively impacted by the implementation of a reduction of
interchange fees.  However, the negative impact on top-line was
more than offset by a margin improvement.  Last twelve months 30
June 2015 EBITDA (as reported by the company) increased to GBP396
million from GBP375 million in fiscal year (FY) 2014.  Moodys's
anticipates high single-digit growth of WorldPay's underlying
EBITDA (before separation costs) in 2015 to around GBP410 million,
and mid-to-high single digit growth in the next few years.

Following the IPO, WorldPay will benefit from an improved
liquidity profile thanks to the upsizing of the general corporate
purpose Revolving Credit Facility to GBP200 million from GBP75
million historically and a cash balance of approximately GBP125
million as of the closing of the transaction.  While free cash
flow (FCF) generation capacity remains limited in the short-term,
Moody's considers that WorldPay should be in a position to
generate significant cash from 2017 when the costs related to the
separation from the RBS Group are phased out.

Moody's notes that while the development of WorldPay's payment
platform following a long period of separation from the RBS Group
is close to completion, the company will now enter into a phase of
migration of its customers onto the new platform.  Management aims
to achieve full migration by mid-2016.  Until then, risks of delay
remain, which could result in additional separation costs as the
company continues running its old and new platform in parallel.

Pro-forma for IPO, adjusted leverage (adjusted by Moody's for
operating leases) will decrease to 4.6x from 5.3x as of Dec. 31,
2014.  This lower pro-forma leverage is driven by the net
reduction in WorldPay's outstanding debt -- with the repayment of
GBP1,790 million of existing facilities with the new GBP1,500
million senior unsecured term loan and note package.  Moody's
anticipates a further reduction in leverage by the end of 2015 and
beyond to below 4.0x, driven by continued improvement in the
operating performance.  The improvement in interest coverage will
be more significant, with pro forma EBITA-to-interest expense
increasing to 5.7x on a pro-forma basis from 2.8x as of Dec. 31,
2014.  Interest coverage will benefit from the significant
reduction in interest costs thanks to (1) the reduction in the
aggregate amount of outstanding debt and (2) the reduction in
interest margin on the new facilities.

The outlook on all ratings is stable.  This reflects Moody's
expectation that Worldpay will continue to report revenue growth
and EBITDA margin improvement alongside successful completion of
the formal separation from RBS in 2016.

WHAT COULD CHANGE RATINGS UP/DOWN

Positive pressure could develop if the company were able to
maintain margins in line with expectations, defend its strong
market position leading to a debt/EBITDA ratio sustainably below
3.5x while maintaining strong liquidity and RCF/net debt above
20%.  On the other hand, negative pressure could arise if the
debt/EBITDA ratio increases above 4.0x, and free cash flow remains
weak.  Any significant revision upwards of separation and platform
set up costs or any major implementation issues as the company
transitions to the new platform could also result in negative
ratings pressure.

Headquartered in London (UK), WorldPay is a leading global payment
services provider.  The company offers services across the whole
acquiring value chain including transaction capture, processing
and acquiring.


* SCOTLAND: Number of Corporate Insolvencies Falls
--------------------------------------------------
Emma Newlands at The Scotsman reports that Scottish corporate
insolvencies have fallen in the quarter ending September 30, and
while the news has been welcomed, there are fears that many
companies, particularly those in sectors like oil and gas, remain
vulnerable.

Citing statistics released by Scotland's insolvency service
Accountant in Bankruptcy, 180 Scottish-registered businesses
became insolvent in the period, the report says.

That marks a drop of 13.9 per cent from the year-ago quarter and
8.6 from the previous quarter, The Scotsman says. No companies
entered receivership in the period. Business minister Fergus Ewing
welcomed the figures, adding that fewer companies becoming
insolvent meant more people could remain in work, the report
relaysd.

However, Pamela Muir, head of restructuring and insolvency at law
firm Morisons, pointed to some causes for concern.

The Scotsman relates that the North Sea oil and gas sector and
related businesses remain key areas of anxiety, said Muir, also
flagging continued low interest rates, which she said have
"contributed to a mood of unreal optimistic expectation".

The Scotsman quoted Mr. Muir as saying, "The truth is that
interest rates have only one way to go and when they rise they
will have an impact and businesses need to be prepared for this
change."

Tim Cooper, chairman of insolvency trade body R3 in Scotland, also
warned about the impact of an interest-rate rise, but said
entering a formal insolvency procedure "doesn't necessarily equate
to permanent financial failure," the report relays.

The insolvency profession last year rescued two in five insolvent
businesses, Mr. Cooper noted.

On October 26, KPMG published a report revealing a year-on-year
fall of 30% in corporate insolvencies for the period from July to
September, the report adds.



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


* EU Banks Broadly Resilient to China Slowdown, Moody's Says
------------------------------------------------------------
Most European banks currently have small direct exposures to China
relative to their balance sheets, but a persistent and more
substantial slowdown in the Chinese economy could negatively
affect Europe's economic recovery and pose challenges for European
banks' return to full financial health, says Moody's Investors
Service in a report published.

Moody's report, entitled "European Banks Broadly Resilient to
Direct Impact of China Economic Slowdown," is available on
www.moodys.com.  Moody's subscribers can access this report via
the link provided at the end of this press release.  The rating
agency's report is an update to the markets and does not
constitute a rating action.

"On balance, most European banks, including our rated banks, have
small direct exposures to China, with foreign claims on China
representing around 1% of European banks' loans and 13% of their
equity," says Nick Hill, a Managing Director at Moody's.  "This
limits the potential negative impact on their credit profile from
a deterioration in the creditworthiness of Chinese corporate
borrowers."

However, a more substantial and sustained slowdown in the Chinese
economy could subdue the global growth outlook and pressure still-
muted global growth, including Europe's current economic recovery,
affecting European banks more broadly.

"UK, French and German banks currently have the greatest direct
China-exposures, both in absolute terms and relative to total
banking system loans or capital, according to Moody's," explains
Mr. Hill.  "In aggregate these exposures are still small, though
some banks are more exposed."

The impact on UK banks is concentrated on HSBC and Standard
Chartered, the only two banks with significant operations in the
Greater China region, with loans to customers in China accounting
for 4%-5% of their total loan portfolios.

Impact on French banks will come from pressure on the generated
revenues of their Hong Kong-based capital market businesses, as
foreign claims on China only represent around 1% of banks' loans.
Similarly, German banks' foreign claims to China represent less
than 1% of banks' loans.  However, a potential weakening in German
exporters' credit standing would be the key risk, according to the
rating agency.

Additional downside risks could come from the potential earning
pressures from banks' trade finance business to the Greater China
economies.  Also, developments in China could influence financial
market sentiments in the global equity and credit markets, which
could, in a stress scenario, affect banks' trading business.


                            *********

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

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

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


                 * * * End of Transmission * * *