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

                           E U R O P E

           Tuesday, November 29, 2016, Vol. 17, No. 236


                            Headlines


C Y P R U S

BROKERCREDITSERVICE LTD: S&P Affirms 'B/B' Counterparty Ratings


F R A N C E

NEW CO: S&P Assigns 'B+' CCR & Rates Senior Unsecured Debt 'B+'


I R E L A N D

DECO 2015-HARP: S&P Affirms BB+ Rating on Class D Notes


I T A L Y

ITALY: Referendum "No Vote" May Put Eight Ailing Banks at Risk


N E T H E R L A N D S

EUROPEAN FORECOURT: S&P Withdraws 'B' CCR Following Merger
JUBILEE CDO V: Moody's Lowers Ratings on 2 Note Classes to Ba3
MESDAG BV: S&P Lowers Rating on Class C Notes to 'CC'
UPC HOLDING: S&P Reinstates 'B' Rating on EUR600MM Sr. Notes


N O R W A Y

HAVILA SHIPPING: Bondholders Approve Debt Restructuring Deal
PETROLEUM GEO-SERVICES: Moody's Cuts CFR to Caa2, Outlook Stable


P O R T U G A L

BANCO COMERCIAL: S&P Affirms 'B+/B' Counterparty Credit Ratings


R U S S I A

CB METROPOL: Put on Provisional Administration on November 18
TMK PAO: S&P Affirms 'B+' CCR on Expected Adequate Performance


S P A I N

BANCO POPULAR: S&P Affirms 'B+/B' Counterparty Credit Ratings
CAIXABANK PYMES 8: Moody's Rates EUR292.5MM Series B Notes Caa2


U K R A I N E

KYIV CITY: S&P Raises ICR to 'B-' on Domestic Bond Repayment
NATIONAL BANK: Deposit Fund Extends Liquidation Period Until 2020


U N I T E D   K I N G D O M

BRIGHTHOUSE GROUP: Moody's Lowers CFR to B3 on Refinancing Risk
CELL C: Moody's Lowers CFR to Caa1 & Changes Outlook to Dev.
MISYS NEWCO 2: S&P Affirms 'B' Corp. Credit Rating on Stalled IPO
PRINCIPALITY BUILDING: Moody's Affirms (P)Ba1 Sub. MTN Rating
RANGERS FOOTBALL: Former Administrators Sue Prosecutors

TATA STEEL: To Sell Speciality Steel Business to Liberty Group


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C Y P R U S
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BROKERCREDITSERVICE LTD: S&P Affirms 'B/B' Counterparty Ratings
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Cyprus-based securities
firm BrokerCreditService (Cyprus) Ltd. (BCS Cyprus) to positive
from stable.  At the same time, S&P affirmed its 'B/B' long- and
short-term counterparty credit ratings on BCS Cyprus.

S&P also affirmed its 'B-/C' ratings on FG BCS Ltd., the
nonoperating holding company of the group.  The outlook on this
entity remains stable.

The outlook revision reflects the improvement in the funding
profile of BCS Group, with higher reliance on stable funding
sources such as equity, deposits, and structured products.  It
also follows S&P's reassessment of the group's gross stable
funding ratio, with the new treatment capturing better the stable
funding sources provided by structured products sold to
customers. Following a successful capital preservation strategy
in 2014 and increased profitability in 2015-2016, along with a
pick-up in structured product transactions, the growth in stable
funding sources outpaced growth in stable funding needs.
Consequently, the gross stable funding ratio improved to 93.8% as
of June 30, 2016, from the 60%-70% range observed in 2013-2014,
while the share of short-term wholesale funding reduced to 30%-
35% of assets, from 50%-60%.  S&P understands that the group
expects to maintain the current funding profile in 2017-2018.

"We note that the group maintains adequate liquidity, with liquid
securities and cash covering 70% of short-term wholesale funding
and our liquidity coverage metric of sources to uses of liquidity
standing at around 144% as of mid-2016.  However, we note that
the group's gradual expansion to prime brokerage business via its
U.K. subsidiary may create additional liquidity contingent needs.
We will also closely monitor the group's plans to develop its
debt and equity underwriting operations, as they could increase
liquidity needs in a stress scenario, in our view," S&P said.

The ratings on BCS Cyprus reflect its status of a core subsidiary
of the group and are therefore equalized with the group credit
profile.  The ratings on FG BCS Ltd. reflect its status of a
nonoperational holding company and are consequently notched down
from the group credit profile.

The positive outlook on BCS Cyprus reflects that S&P could raise
the ratings if it perceives the strengthening of the funding
profile to be sustainable and if, at the same time, the group
maintains sufficient liquidity and capitalization.

S&P may upgrade BCS Cyprus if S&P sees that the group's reliance
on stable funding is sustainable in the long run and is not a
short-lived phenomenon.  Another trigger for an upgrade would be
a further consistent improvement in profitability supported by
strong capitalization--with a risk-adjusted capital ratio above
10%.  In that case, a positive rating action would also likely be
contingent on an improvement of operational conditions in Russia,
including introduction of a more robust and credible regulatory
regime.

S&P may revise the outlook on BCS Cyprus to stable if the
improvement in the funding profile proves to be short-lived or if
S&P sees that the group's increased risk appetite in prime
brokerage weakens the liquidity risk profile.  S&P could take a
negative rating action if it saw a disruption of market
confidence in the group or creation of barriers for liquidity
transfer between the group operating entities.  Finally, S&P
could also take a negative rating action on BCS Cyprus if S&P saw
its importance for the group diminishing.  That scenario is
remote in S&P's view though.

The stable outlook on FG BCS Ltd. reflects S&P's view on
structural subordination of its liabilities to those of regulated
entities, including those with more stringent regulation regimes
such as the U.K. or licensed banking in Russia.  A positive
rating action is unlikely in the short term, but may take place
if S&P sees the group's creditworthiness improving dramatically.
S&P could take a negative rating action on the holding company if
it was projecting significant risks of default in the next 12
months.


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F R A N C E
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NEW CO: S&P Assigns 'B+' CCR & Rates Senior Unsecured Debt 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to France-based nuclear services company New Co, a fully
owned subsidiary of AREVA.  The outlook is developing.

At the same time, S&P assigned its 'B+' issue rating to New Co's
senior unsecured debt.  The recovery rating is '3', indicating
S&P's expectation of recovery in the higher half of the 50%-70%
range in the event of a payment default.

The rating follows AREVA's transfer of its entire bond debt of
about EUR4.8 billion to New Co, following approval from its board
of directors on Nov. 10, 2016.

New Co's total debt also includes EUR0.6 billion linked to
another subsidiary, Societe d'Enrichissement du Tricastin, and
the Georges Besse II plant.  As a result, AREVA now only retains
its bank debt -- a EUR1.25 billion syndicated facility maturing
in January 2018, EUR0.8 billion in bilateral credit lines
maturing in 2017, and a short-term EUR1.2 billion undrawn credit
facility.

Following the debt transfer, S&P sees New Co's initial capital
structure as unsustainable, with adjusted debt to EBITDA higher
than 9x-10x.  But S&P thinks the ratio could improve to 6x if the
company receives EUR3 billion of AREVA's planned EUR5 billion
capital increase.  There are, however, execution risks, in S&P's
view, from potential delays in obtaining the European
Commission's approval of the proposed capital increase, among
others.  In S&P's opinion, obtaining a firm commitment to New Co
from minority shareholders would smooth this process.

The rating on New Co mirrors that on the company's 100% owner,
AREVA.  S&P continues to regard New Co's creditworthiness as
synonymous with that of the AREVA group until new shareholders
(including the French state) take a majority stake in the
company.

Like its parent, New Co is, in our view, a government-related
entity (GRE) with an important role for and strong link with the
French government, even though the state's direct and indirect
shareholding in the group may be only about 67% after the capital
increase.  S&P do not anticipate that the high likelihood of
extraordinary support from the French government, which results
in a three-notch uplift to New Co's stand-alone credit profile,
will reduce after the capital increase.  S&P's view is supported
by the government's continued direct or indirect ownership, with
a stake of 67% or more of New Co via AREVA.  This assessment
reflects S&P's view of the group's continued importance for the
French power industry and the government's reputation.  Based on
S&P's conversations with the state's shareholding agency Agence
des participations de l'Etat, S&P believes the French government
remains committed to AREVA and New Co and should be able to
continue providing exceptional financial support to New Co if
needed.

The developing outlook on New Co mirrors that on the parent AREVA
until other shareholders take a majority share and S&P considers
that the rating on New Co can be delinked from that on AREVA.
When S&P views delinking as possible, the developing outlook
indicates that it could raise, affirm, or lower S&P's ratings on
New Co.

Rating upside would come from the allocation to New Co of about
$3 billion of AREVA's planned EUR5 billion capital increase,
targeted in early 2017.  S&P thinks this could reduce New Co's
adjusted debt to EBITDA to about 6x on average.  If AREVA were no
longer New Co's majority owner after the capital increase, S&P
could consider raising the rating on New Co by a few notches to
the 'BB' category.

S&P could lower the rating on New Co if S&P downgraded AREVA,
which could result if S&P has concerns about AREVA's ability to
secure a shareholder loan by the end of November 2016, should
there be a delay in the approval of the capital increase.

Other risk factors that could create rating downside for New Co
include:

   -- The timing of the European authorities' approval of the
      French government's capital injection into AREVA and the
      need for a firm offer from a minority investor in New Co;
      and

   -- Approval from AREVA's banks regarding the sale of a
      majority stake in New Co at the time of the capital
      increase.


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I R E L A N D
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DECO 2015-HARP: S&P Affirms BB+ Rating on Class D Notes
-------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on DECO 2015-HARP
Ltd.'s class B, C, and D notes.

The affirmations follow S&P's review of the credit quality of the
transaction.

The outstanding securitized loan balance of the Boland loan (the
sole remaining loan in the pool) is EUR39.3 million and the loan
matures in April 2022.

The loan is secured by a mortgage over a single office property
on the outskirts of the central business district in Dublin 2,
Ireland.  The reported vacancy level is equal to 0.96% and the
weighted-average unexpired lease term for the property is 5.65
years.

In October 2016, the transaction had a loan-to-value ratio of
67.7%, based on a valuation of EUR58 million, and a debt service
coverage ratio of 2.08x.

S&P has assumed a full loan repayment in its 'B' rating stress
scenario.

S&P's rating on DECO 2015-HARP's fixed-rate notes addresses the
timely payment of interest and the repayment of principal no
later than the April 2027 legal final maturity date.

Following S&P's review of the underlying property, the
transaction's characteristics, and the application of stress
scenarios under S&P's European commercial mortgage-backed
securities (CMBS) criteria, it considers that the notes' credit
characteristics continues to be commensurate with their current
rating levels.  S&P has therefore affirmed its ratings on all
remaining classes of notes.

DECO 2015-HARP is an Irish CMBS transaction that closed in April
2015.

RATINGS LIST

Class      Rating

Ratings Affirmed

DECO 2015-HARP Ltd.
EUR175.081 Million Commercial Mortgage-Backed Floating-Rate Notes

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


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I T A L Y
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ITALY: Referendum "No Vote" May Put Eight Ailing Banks at Risk
--------------------------------------------------------------
Rachel Sanderson at The Financial Times reports that up to eight
of Italy's troubled banks risk failing if Prime Minister Matteo
Renzi loses a constitutional referendum next weekend and ensuing
market turbulence deters investors from recapitalizing them,
officials and senior bankers say.

Mr. Renzi, who says he will quit if he loses the referendum, had
championed a market solution to solve the problems of Italy's
EUR4 trillion banking system and avoid a vote-losing "resolution"
of Italian banks under new EU rules, the FT discloses.

Resolution, a new regulatory mechanism, restructures and, if
necessary, winds up a bank by imposing losses on both equity and
debt investors, particularly controversial in Italy, where
millions of individual investors have bought bank bonds, the FT
relates.

The situation is being closely watched by financiers and
policymakers across Europe and beyond, who worry that a mass
failure of Italian banks could trigger panic across the eurozone
banking system, the FT notes.

According to the FT, in the event of a "No" vote and Mr. Renzi's
exit, bankers fear protracted uncertainty during the creation of
a technocratic government.  Lack of clarity over a new finance
minister may lethally prolong market jitters about Italy's banks.
Italian lenders have more than halved in value this year on
concerns about their non-performing loans, the FT states.

Italy has eight banks known to be in various stages of distress:
its third largest by assets, Monte dei Paschi di Siena, mid-sized
banks Popolare di Vicenza, Veneto Banca and Carige, and four
small banks rescued last year: Banca Etruria, CariChieti, Banca
delle Marche, and CariFerrara, the FT discloses.

Italy's banks have EUR360 billion of problem loans versus EUR225
billion of equity on their books after successive regulators and
governments failed to tackle a bloated financial system where
profitability was weakened by a stagnant economy and exacerbated
by fraudulent lending at several institutions, the FT relays.


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N E T H E R L A N D S
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EUROPEAN FORECOURT: S&P Withdraws 'B' CCR Following Merger
----------------------------------------------------------
S&P Global Ratings withdrew its 'B' long-term corporate credit
rating on France- and Benelux-based European Forecourt Retail
Group B.V. (EFR) at the company's request.  At the time of the
withdrawal, the outlook was stable.  S&P also withdrew its 'B'
and 'CCC+' issue ratings on EFR's senior secured debt.

The withdrawal follows the successful completion of EFR's merger
with U.K.-based petrol filling station operator Euro Garages
earlier this month.  The merger resulted in the newly formed
holding company Intervias Group.

At the time of the withdrawal, S&P's rating and outlook on EFR
were equalized with those on Intervias Group.


JUBILEE CDO V: Moody's Lowers Ratings on 2 Note Classes to Ba3
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by Jubilee CDO V B.V.:

  EUR8.475 mil. Class D-1 Senior Secured Deferrable Floating Rate
   Notes, Downgraded to Ba3 (sf); previously on March 21, 2016,
   Affirmed Ba2 (sf)

  EUR12.725 mil. Class D-2 Senior Secured Deferrable Fixed Rate
   Notes, Downgraded to Ba3 (sf); previously on March 21, 2016,
   Affirmed Ba2 (sf)

  EUR11.725 mil. Class Y Combination Notes, Downgraded to
   Ba2 (sf); previously on March 21, 2016, Affirmed Ba1 (sf)

Moody's also affirmed the ratings on these notes issued by
Jubilee CDO V B.V.:

  EUR28.9 mil. (currently EUR 14.5 mil. outstanding) Class A-1B
   Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
   previously on March 21, 2016, Affirmed Aaa (sf)

  EUR155.55 mil. (currently EUR 10.5 mil. outstanding) Class A-2
   Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
   previously on March 21, 2016, Affirmed Aaa (sf)

  EUR45.8 mil. Class B Senior Secured Floating Rate Notes,
   Affirmed Aaa (sf); previously on March 21, 2016, Affirmed
   Aaa (sf)

  EUR46.8 mil. Class C Senior Secured Deferrable Floating Rate
   Notes, Affirmed A1 (sf); previously on March 21, 2016,
   Upgraded to A1 (sf)

  EUR11.325 mil. Class W Combination Notes, Affirmed A1 (sf);
   previously on March 21, 2016, Upgraded to A1 (sf)

Jubilee CDO V B.V., issued in June 2005, is a collateralised loan
obligation backed by a portfolio of mostly European senior
secured loans.  The portfolio is managed by Alcentra Limited.
The transaction's reinvestment period ended in August 2011.

                        RATINGS RATIONALE

The downgrade on the notes rating is primarily the result of the
deterioration of the key credit metrics of the underlying pool
since the last rating action.

The credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with
ratings of Caa1 or lower.  According to the trustee report dated
October 2016, the WARF was 3,673, compared with 3,450 in February
2016 report.  Securities with ratings of Caa1 or lower (including
Ca rating) currently make up approximately 25.5% of the
underlying portfolio, versus 21.6% in February 2016 report.

The over-collateralisation ratios of the downgraded notes have
also deteriorated since the rating action in March 2016.
According to the trustee report dated October 2016 the Class D OC
ratios are reported at 112.75%, compared to February 2016 levels
of 113.08%, respectively.

The rating of the combination notes addresses the repayment of
the rated balance on or before the legal final maturity.  The
rated balance at any time is equal to the principal amount of the
combination note on the issue date minus the sum of all payments
made from the issue date to such date, of either interest or
principal.  The rated balance will not necessarily correspond to
the outstanding notional amount reported by the trustee.

Moody's has also corrected an input error which affected the
rated balance on Jubilee CDO V B.V. Class W Combination Notes due
2021. In the previous rating action, the rated balance was
calculated incorrectly, resulting in a higher than actual rated
balance.  The rated balance should have been EUR 644,054 not the
stated rated balance of EUR 688,975.02.  This error has no impact
on the note's A1 (sf) rating.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR137.3
million, defaulted par of EUR36.9 million, a weighted average
default probability of 21.6% over a 3.68 year weighted average
life (consistent with a WARF of 3,293), a weighted average
recovery rate upon default of 47.7% for a Aaa liability target
rating, a diversity score of 13 and a weighted average spread of
3.35%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors.  Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.

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

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

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

Additional uncertainty about performance is due to these:

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

  Around 19.3% of the collateral pool consists of debt
   obligations whose credit quality Moody's has assessed by using
   credit estimates.  As part of its base case, Moody's has
   stressed large concentrations of single obligors bearing a
   credit estimate as described in "Updated Approach to the Usage
   of Credit Estimates in Rated Transactions," published in
   October 2009 and available at:

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

  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.

  Long-dated assets: The presence of assets that mature beyond
   the CLO's legal maturity date exposes the deal to liquidation
   risk on those assets.  Moody's assumes that, at transaction
   maturity, the liquidation value of such an asset will depend
   on the nature of the asset as well as the extent to which the
   asset's maturity lags that of the liabilities.  Liquidation
   values 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.


MESDAG BV: S&P Lowers Rating on Class C Notes to 'CC'
-----------------------------------------------------
S&P Global Ratings lowered to 'CC (sf)' from 'CCC (sf)' its
credit rating on MESDAG (Charlie) B.V.'s class C notes.  At the
same time, S&P has affirmed its 'D (sf)' ratings on the class D
and E notes.

The rating actions follow S&P's review of the transaction after
the two remaining loans (Dutch Offices I and Dutch Offices II)
repaid at a loss on the October 2016 interest payment date (IPD).

The Dutch Offices I loan had an outstanding balance of
EUR25.71 million and the issuer collected EUR1.97 million of
recoveries and applied them to the notes.  The Dutch Offices II
loan had an outstanding balance of EUR22.40 million and the
issuer collected EUR8.49 million of recoveries and applied them
to the notes.  This resulted in a total loss of EUR37.66 million
for both loans, which were applied to the class C and D notes as
a principal deficiency ledger (PDL) shortfall amount.

As a result, on the October 2016 IPD, the cash manager reported
an increase in the PDL to EUR76.12 million from EUR38.46 million,
and the increased PDL shortfall amount affects the class C, D,
and E notes.  Under the transaction documents, the interest
payment to the outstanding classes of notes will be based on the
net balance (including the balance of the PDL). As such, the
class C, D, and E notes will not receive full interest payment on
the next IPD, in S&P's view.

S&P's ratings on MESDAG (Charlie)'s notes address the timely
payment of interest and repayment of principal not later than the
October 2019 legal maturity date.

Given the outstanding PDL amount, the class C notes will not
receive the full interest payment on the next IPD and will likely
suffer interest shortfalls, in S&P's view.  In line with S&P's
criteria, due to the almost certain likelihood of an interest
payment default, S&P has lowered to 'CC (sf)' from 'CCC (sf)' its
rating on this class of notes.

S&P has affirmed its 'D (sf)' ratings on the class D and E notes
because they continue to experience interest shortfalls.

MESDAG (Charlie) is a 2007-vintage European commercial mortgage-
backed securities (CMBS} transaction initially backed by a pool
of nine loans secured against 149 commercial properties in
Germany and the Netherlands.

RATINGS LIST

MESDAG (Charlie) B.V.
EUR493.65 mil commercial mortgage-backed variable- and floating-
rate notes
                                    Rating
Class       Identifier              To                 From
C           XS0289823568            CC (sf)            CCC (sf)
D           XS0289824533            D (sf)             D (sf)
E           XS0289824889            D (sf)             D (sf)


UPC HOLDING: S&P Reinstates 'B' Rating on EUR600MM Sr. Notes
------------------------------------------------------------
S&P Global Ratings said that it has corrected by reinstating its
'B' issue rating and '6' recovery rating on UPC Holding B.V.'s
EUR600 million, 6.375% senior notes due Sept. 15, 2022.  S&P had
withdrawn the rating in error on Sept. 13, 2016.


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N O R W A Y
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HAVILA SHIPPING: Bondholders Approve Debt Restructuring Deal
------------------------------------------------------------
Luca Casiraghi at Bloomberg News reports that Havila Shipping ASA
avoided a potential bankruptcy filing, after bondholders accepted
a debt-restructuring deal hours before a company deadline.

According to Bloomberg, a statement said the Norwegian operator
of oil-rig support vessels won support from holders of two-thirds
of its bonds.  The company said last week it would probably seek
court protection if there was no agreement on Nov. 28, Bloomberg
relays.

Havila lenders had announced plans to call in borrowings after
bondholders failed to support a debt reorganization, Bloomberg
relates.

The company has been working on a restructuring agreement for
about a year, as well as mothballing vessels and shedding staff
to cut costs, Bloomberg discloses.  Under the plan announced
earlier this month, Havila will get new investment from its main
shareholder and support from banks, while its NOK5.2 billion
kroner of net debt will be cut by almost 30%, Bloomberg recounts.

Headquartered in Fosnavag, Norway, Havila Shipping ASA operates a
number of vessels, including platform supply vessels, anchor
handling tug supply vessels, and rescue and recovery vessels.
The Company provides supply services to offshore companies both
national and international.


PETROLEUM GEO-SERVICES: Moody's Cuts CFR to Caa2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has downgraded Petroleum Geo-Services
ASA's (PGS) corporate family rating to Caa2 from Caa1 and the
probability of default rating (PDR) to Caa3-PD from Caa1-PD on
the proposed exchange offer of its senior notes due 2018.
Moody's would view a successful exchange as a distressed
exchange. Concurrently, Moody's has also downgraded the ratings
on the senior notes and the senior secured bank credit facilities
to Caa2 from Caa1.  The rating outlook is stable.

                         RATINGS RATIONALE

On Nov. 22, 2016, PGS announced that it had launched an offer to
exchange the outstanding $450 million 7.375% senior notes due
2018 for a combination of new senior notes due 2020 bearing the
same coupon and cash.  The transaction is scheduled to conclude
on Dec. 20, 2016, and is conditional upon a minimum threshold of
90% acceptance from existing noteholders.  Under the proposed
exchange offer, noteholders are offered to exchange 50% of their
notes for cash and exchange at par the remaining 50% for new
senior notes due 2020.  The cash offer price has been set at 95%
for early birds date of Dec. 6, 2016.  If the 90% threshold is
met, the offer will be financed by new equity raised through a
private placement of approximately NOK1.9 billion (or $225
million).  At a level of 90% acceptance, approximately $14
million will be left on balance sheet to reduce net debt.

While Moody's sees the capital restructuring as a positive step
for the company towards addressing its unsustainable capital
structure, the transaction, if completed as currently envisaged,
would be seen as a distressed exchange, which is a default under
Moody's definition.

While the proposed exchange offer improves the company's capital
structure, it remains highly leveraged with PGS' Moody's adjusted
gross leverage of approximately 16.2x pro forma at closing
compared with 18.5x as of Sept. 30, 2016, and based on LTM
Moody's-adjusted EBITDA less multi-client amortization of $98
million.  The company's cash interest payments are expected to
decrease by approximately $14 million per annum, which will
alleviate some of the pressure on the company's cash flow.
Finally, the transaction would improve the maturity profile by
postponing the refinancing wall from 2018 to 2020, as well as
reduce it.  Moody's also positively notes that the company has
recently successfully renegotiated its Revolving Credit Facility
(RCF), which was drawn at $160 million at the end of September
2016.  The new terms include a commitment of $400 million with a
defined step down to $350 million in 2018 and extension of
maturity date to 2020.  The extension is conditional to the
completion of the exchange offer.

DOWNGRADE OF CFR AND INSTRUMENT RATINGS TO Caa2

The CFR remains constrained by the high leverage of the company
which Moody's expects to remain above 15.0x at the end of 2016
with a Moody's-adjusted EBITDA less multi-client amortization of
around $100 million.

The rating action also reflects Moody's expectations that market
conditions in the seismic industry will remain challenging
throughout 2017 with limited visibility on the timing of a
potential market recovery.

Because Moody's expects that crude prices will only slightly
increase next year, the rating agency expects upstream offshore
investments to continue at a reduced level as oil producers re-
align their respective cost structures to manage through a
protracted period of low and uncertain oil price.  Most producers
will defer high-cost exploration, appraisal and early-stage
development projects.

As a result, Moody's does not anticipate the company's credit
metrics to materially improve in the near term.  PGS's leverage
as measured by Debt / EBITDA less multi-client amortization was
9.6x as of December 2015 but significantly increased to 18.5x at
the end of September 2016 and would slightly decrease to 16.2x
pro forma of the senior notes exchange offer.  For 2017, Moody's
continues to expect leverage to be in the high teens with limited
visibility on deleveraging prospects.

More positively, the CFR rating is supported by the company's (1)
size and scale, (2) high quality fleet, (3) leading market
position, (4) diversified geographic diversification and (4) the
support from its shareholders.

                         LIQUIDITY PROFILE

Moody's views the company's liquidity profile as weak.  Proforma
for the transaction, PGS's liquidity would consist of cash and
cash equivalents of $91 million and availabilities under the RCF
of $240 million.  In addition, the company has $91.2 million of
undrawn credit on the Export Credit Financing (ECF) facility to
cover the final yard installment on the Ramform Hyperion new
build scheduled for delivery in Q1 2017.  Despite the improvement
of the maturity profile proforma for the transaction, Moody's
expects liquidity to remain constrained by negative cash flow
generation of over $150 million in 2016, improving in 2017 but
remaining nevertheless negative above $50 million in 2017.

                         RATING OUTLOOK

The stable outlook reflects Moody's expectations that further
downside risk is limited and mitigated by the exchange offer and
equity raise if successfully executed.

                 WHAT COULD CHANGE THE RATING - UP

Although unlikely in the short term, there could be positive
pressure if (1) Moody's-adjusted debt/EBITDA ratio is below 8x on
a sustained basis; (2) the company improves its operating
performance resulting in sustained positive reported EBITDA; (3)
free cash flow generation turns positive and (4) liquidity
profile improves with notably no pressure on covenant to access
RCF.  Any potential upgrade would also include an assessment of
market conditions.

                 WHAT COULD CHANGE THE RATING - DOWN

Moody's could downgrade the ratings in the event of continued
deterioration in operating performance and/or weakening liquidity
position including negative FFO, restricted access to the RCF due
to financial covenant issues and increased refinancing risk
associated to an unsustainable capital structure.

                      PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in
December 2014.

Headquartered in Norway, Petroleum Geo-Services ASA is a
technologically leading oilfield services company specializing in
reservoir and geophysical services, including seismic data
acquisition, processing and interpretation, and field evaluation.
PGS maintains an extensive multi-client seismic data library.
For the year ended Dec. 31, 2015, PGS reported revenues of
$962 million.


===============
P O R T U G A L
===============


BANCO COMERCIAL: S&P Affirms 'B+/B' Counterparty Credit Ratings
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term
counterparty credit ratings on Portuguese Banco Comercial
Portugues S.A. (Millennium bcp).  The outlook remains positive.

The ratings affirmation follows the announcement that Fosun
Industrial Holdings Ltd., a leading Chinese investment holding
company, has entered into Millennium bcp's ownership structure.
Fosun has subscribed EUR175 million in a privately placed capital
increase.  This has given it control of 16.7% of the bank's
shares and has made it, together with Angolan Sonangol E.P., one
of the bank's largest shareholders.

S&P affirmed the ratings on Millennium bcp because, given the
bank's depressed equity prices, S&P did not consider the capital
increase large enough to lead S&P to take a more positive view of
its capitalization.  S&P acknowledges, however, that the capital
increase gives the bank some flexibility to accommodate a partial
repayment of the contingent convertible instruments due to the
government.

Furthermore, Fosun's business profile, transitioning to an
investment holding company from an industrial conglomerate; its
limited presence in banking prior to this deal; its high debt
leverage; and the relatively small share that Millennium bcp
would represent in Fosun's portfolio of investments, leads S&P to
believe that the bank would be unlikely to benefit from rating
uplift reflective of group support.

"That said, we believe Fosun is more likely to be an active,
rather than a passive, shareholder given that it has asked to be
represented on the bank's board of directors.  Initially it will
be entitled to appoint two board members, but if it were to reach
a 23% interest in the bank it could name an additional one.
Fosun has also agreed not to sell its stake during the next three
years, suggesting at least a medium-term interest in the bank.
Although no public statements have been issued, S&P considers it
possible that Fosun's entrance may alter Millennium bcp's current
business plan.  But S&P believes any changes, if they were to
happen, would take place only once the bank has completed the
restructuring plan agreed with the European Commission.

At the current level, S&P's ratings continue to reflect the
bank's solid franchise in Portugal, the geographical
diversification benefits provided by its profitable operations in
Poland, and the progress achieved so far in its restructuring.
The ratings remain constrained, however, by what S&P sees as a
still moderate capital base and a higher risk profile than that
of its domestic peers, including elevated single-name
concentrations.  S&P also believes that, while the bank is making
progress in rebalancing its funding profile, the process could
only be considered completed once the bank restores creditors'
confidence, something S&P believes has not happened yet.
Finally, S&P also factors into the rating the challenges the bank
faces to complete its restructuring, namely to strengthen
domestic profits and reduce credit costs.  The ratings do not
benefit from government support or ALAC uplift.

The positive outlook reflects the possibility that S&P could
raise the ratings over the next 12-18 months if either:

   -- The bank makes further progress in diversifying its
      wholesale funding sources, rather than resorting to ECB
      borrowings, while keeping its funding profile weighted
      toward long-term resources.  S&P would consider this proof
      that the bank has been able to restore creditors'
      confidence in its ability to complete the business
      turnaround, notably improving its domestic profitability
      and having accomplished the clean-up of its problematic
      credit exposures.  The stabilization of Portugal's
      creditworthiness eases current constraints on the banking
      system's funding profile, facilitating a lowering of
      funding costs and access to the capital markets for
      funding.

S&P could revise the outlook to stable if confidence issues
prevent the bank from diversifying its funding sources, or if the
bank meaningfully increases its recourse to short-term funding,
heightening refinancing risks.  In addition, S&P could consider
revising the outlook to stable if it do not see the stabilization
of sovereign creditworthiness translating into a less risky
operating environment for the Portuguese financial system, or if,
contrary to S&P's base-case expectations, it sees increased risks
that the sovereign creditworthiness could deteriorate.


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


CB METROPOL: Put on Provisional Administration on November 18
-------------------------------------------------------------
The Bank of Russia, by its Order No. OD-4012, dated November 18,
2016, revoked the banking license of credit institution
Commercial Bank Metropol (Limited Liability Company), or CB
Metropol Ltd. from November 18, 2016, according to the press
service of the Central Bank of Russia.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, and the application of measures envisaged by the
Federal Law "On the Central Bank of the Russian Federation (Bank
of Russia)", taking into account the real threat to the interests
of creditors and depositors.

CB Metropol Ltd. placed funds in low quality assets and
inadequately assessed risks assumed.  Following the requirement
of the supervisory authority on creating loan loss provisions
appropriate to the risks assumed, the activities of the credit
institution repeatedly created grounds for initiating measures to
prevent insolvency (bankruptcy).  Moreover, CB Metropol Ltd was
involved in dubious payable-through operations.

Under these circumstances, the Bank of Russia has decided to
revoke the banking license of the credit institution.

The Bank of Russia, by its Order No. OD-4013, dated November 18,
2016, appointed a provisional administration to CB Metropol Ltd
for the period until the appointment of a receiver pursuant to
the Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

CB Metropol Ltd is a member of the deposit insurance system. The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  Said Federal Law
provides for the payment of indemnities to the bank's depositors,
including individual entrepreneurs, in the amount of 100% of the
balance of funds but not more than 1.4 million rubles per
depositor.

According to the financial statements, as of November 1, 2016, CB
Metropol Ltd ranked 377th by assets in the Russian banking
system.


TMK PAO: S&P Affirms 'B+' CCR on Expected Adequate Performance
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
and 'ruA' Russia national scale ratings on Russia-based steel
pipe producer PAO TMK.  The outlook on the corporate credit
rating remains negative.

S&P also affirmed its 'B+' senior unsecured debt ratings on the
notes issued by TMK Capital S.A.

The affirmation reflects S&P's expectation that TMK will maintain
adequate credit metrics for the rating in the next two years,
with positive free operating cash flow (FOCF) generation and
adjusted debt to EBITDA recovering to a level comfortably below
4.5x.  S&P thinks that the Russian oil and gas industry has shown
some resilience to low commodity prices thanks to its beneficial
tax regime, and this has translated into continued strong
drilling activities and sales of oil country tubular goods
(OCTGs) by TMK, given its leading position in this segment in
Russia.  In addition, TMK's U.S. division may improve its
performance, as S&P thinks that the pipes market there might show
signs of recovery in 2017.

TMK's performance this year has suffered from weak industry
conditions, highlighted by sluggish demand for OCTGs in the U.S.
and reduction in sales of other types of pipes in Russia.  In the
first nine months of this year, TMK's volumes of tubular products
sold were down 12.8% compared with the same period of 2015, with
the main decline driver being welded pipe sales in general and in
the U.S. in particular (down by 67%).  This has translated into a
decline of adjusted consolidated EBITDA to US$550 million (with
margins of about 16.4%) for the 12 months ended Sept. 30, 2016,
while funds from operations (FFO) for this period were just
US$234 million (including our adjustments).

At the same time, the company has reduced the total amount of
debt outstanding (adjusted) to US$2.7 billion currently, from
US$3.6 billion two years ago.  As a result, debt to EBITDA was
under 5.0x for the 12 months ended Sept. 30, 2016, (4.9x
including S&P's adjustments).  TMK's management is strongly
committed to further deleveraging.  To do that, S&P understands
that the company has planned some asset sales and is active in
cost optimizations.

The rating continues to be supported by TMK's leading position in
the Russian market and partial vertical integration in raw
materials, as well as its diverse asset base, with four
integrated plants in Russia and 15 small and midsize plants
internationally, mostly in the U.S.  Taking into account TMK's
broad pipe product mix, S&P notes supportive demand for the
company's higher-value premium pipe connections for the oil and
gas industry, driven by the expanding use of directional and
horizontal drilling and the use of unconventional oil and gas
production methods.

S&P assess the financial risk of TMK as aggressive, based on the
company's average adjusted-debt to EBITDA in the range 4.0x-4.5x
and an interest expense EBITDA coverage ratio of above 2.0x.  S&P
notes that its FFO to debt is currently below 12% and therefore
is weak for the aggressive financial risk category, so S&P
continues to apply a one-notch negative adjustment to S&P's
rating on TMK to reflect this.

The negative outlook on TMK reflects S&P's view that the company
may struggle in reducing its leverage below 4.5x and in
generating positive FOCF in the next 12 months.  S&P sees a risk
that TMK might suffer from further EBITDA contraction and
weakened metrics if market conditions in Russia and the U.S.
deteriorate.  A debt-to-EBITDA ratio of comfortably below 4.5x,
complemented by positive FOCF would be commensurate with a 'B+'
rating.

S&P would consider lowering its ratings on TMK if the company is
not successful in deleveraging next year to levels comfortably
below 4.5x debt to EBITDA, including S&P's adjustments, or if
FOCF is negative for a prolonged period.  S&P would also
downgrade TMK if its liquidity weakened.

S&P would revise the outlook to stable if the company improves
EBITDA generation and successfully deleverages to levels closer
to 4.0x adjusted debt to EBITDA on a sustainable basis.  S&P
would also need to be confident that TMK's liquidity was not
under pressure.


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


BANCO POPULAR: S&P Affirms 'B+/B' Counterparty Credit Ratings
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term
counterparty credit ratings on Banco Popular Espanol S.A.  The
outlook remains positive.

At the same time, S&P affirmed its 'B+' issue ratings on Banco
Popular's senior unsecured debt, S&P's 'CCC+' issue ratings on
its subordinated debt, and our 'CCC' issue ratings on the bank's
preferred stock.

Banco Popular is immersed in a sensible but ambitious strategic
plan, primarily aimed at meaningfully reducing the bank's high
stock of nonperforming assets (NPAs) and streamlining its
operating infrastructure to improve efficiency.  A recently
appointed CEO, who, for the first time, was recruited from
outside the bank, is leading the efforts and has already promoted
a reorganization of the bank--including changes in key
positions--to facilitate execution.

S&P believes that the new strategic plan addresses the weaknesses
weighing on Banco Popular's financial profile.  However, success
depends, in S&P's view, on correct and timely implementation, as
well as the continuation of current tailwinds in the Spanish
economy.  S&P believes targets are ambitious and the two-year
timeframe to delivery is narrow.

The bank's plan to reduce NPAs by EUR15 billion by end-2018 (a
45% reduction from the balance at end-2015) appears challenging,
considering that over the last year the stock only declined by
4%. Achieving this goal may depend on the bank completing its
plan to spin-off a pool of EUR6 billion (gross) real estate
assets, which will have to be funded in the market to become a
reality.

The plan also entails a significant downsizing of the bank's
branch network and staff, 14% and 19%, respectively, to be
completed by the end of this year.  While the streamlining of the
bank will certainly contribute to efficiency, which had weakened
noticeably in the past few years, S&P believes that such a
drastic adjustment of the operating structure in a short time
frame may have negative business implications until the
organization fully settles.

Therefore, S&P's ratings balance management's sensible response
to tackling weaknesses within the bank with the implementation
challenges that the plan entails.  The ratings remain supported
by the bank's solid franchise in the Spanish small and midsize
enterprise (SME) segment--with a market share of about 17%, which
is about 10 percentage points higher than its natural market
share.  The bank's position in the SME and self-employed segment
also supports the bank's higher-than-peers' margins.

S&P's ratings remain constrained, however, by Banco Popular's
weak financials, with significant credit risk still embedded in
its balance sheet and a significant asset quality gap with the
banking sector.  On Sept. 30, 2016, the bank's ratio of NPAs to
gross loans and real estate assets stood at 28%, significantly
above S&P's 15.5% estimate for the Spanish banking sector.
Despite forecasting a decline, S&P expects that the gap with the
banking system will remain by end-2017.

Banco Popular's capitalization also remains moderate, despite the
recent EUR2.5 billion capital raising.  S&P forecasts the bank's
risk-adjusted capital ratio will be between 5.5% and 6.0% by end-
2017, almost at the same level of end-2015, as the full capital
increase will be used to increase coverage of NPAs and align it
with industry standards.

Despite progress made in rebalancing its funding profile and its
stronger liquidity cushions, S&P believes that the bank is still
more vulnerable than peers to adverse developments in the funding
markets.  It relies to a greater extent than peers on short-term
funding (which accounts for 45% of total wholesale funds as of
September 2016), and pays somewhat higher than average rates on
new retail deposits.  However, S&P believes that a timely
delivery of the bank's strategic goals may help it to regain
investors' confidence.  The potential spin-off of real estate
assets could also allow the bank to reduce its structural funding
needs.

S&P's issue ratings on Banco Popular's preferred stock remain at
'CCC' despite the losses that S&P expects the bank to record in
2016.  This is because the coupon deferral clause on the
preferred stock is based on a broad earnings definition.

The positive outlook reflects the possibility that further
progress in the structural rebalancing of the bank's funding
profile and liquidity position, as well as the timely delivery of
its 2016-2018 strategic plan, could reduce the bank's
vulnerability to shifts in investor confidence and its funding
costs over the next 12 months.

The positive outlook thus incorporates the view that the bank
will gradually strengthen its financial profile; improve its
coverage of NPAs, which is set to converge to industry standards
in Spain; and gradually reduce its legacy book of problematic
exposures, even if potentially at a lower pace than promised.
S&P also anticipates that after posting material losses this
year, the bank will likely return to profits in 2017, even though
returns are set to remain moderate.

S&P could revise the outlook on Banco Popular to stable if it
sees material delays in the implementation of the strategic plan
and the bank failed to strengthen its financial profile as
planned, making restoring investors' confidence more difficult.


CAIXABANK PYMES 8: Moody's Rates EUR292.5MM Series B Notes Caa2
---------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to the debts issued by CAIXABANK PYMES 8, FONDO DE TITULIZACION
(the Fondo):

  EUR1,957.5 mil. Series A Notes due January 2054, Definitive
   Rating Assigned A1 (sf)

  EUR292.5 mil. Series B Notes due January 2054, Definitive
   Rating Assigned Caa2 (sf)

CAIXABANK PYMES 8, FONDO DE TITULIZACION is a static
securitization of loans and current draw-downs under mortgage
lines of credit granted by CaixaBank, S.A. (CaixaBank, Long Term
Deposit Rating: Baa2 Not on Watch /Short Term Deposit Rating: P-2
Not on Watch) to small and medium-sized enterprises (SMEs) and
self-employed individuals.

At closing, the Fondo -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue two series of
rated notes.  CaixaBank will act as servicer of the loans and
lines of credit for the Fondo, while GestiCaixa S.G.F.T., S.A
will be the management company (Gestora) of the Fondo.

                        RATINGS RATIONALE

The ratings are primarily based on the credit quality of the
portfolio, its diversity, the structural features of the
transaction and its legal integrity.

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

Portfolio characteristics and key collateral assumptions:

As of October 2016, the audited provisional asset pool of
underlying assets was composed of a portfolio of 31,414 contracts
(with around 10.4% of the total pool amount being draw-downs from
lines of credit) granted to SMEs and self-employed individuals
located in Spain.  The assets were originated mainly between 2015
and 2016 and have a weighted average seasoning of 2.3 years and a
weighted average remaining term of 8.0 years.  Around 34.5% of
the portfolio is secured by first-lien mortgage guarantees over
different types of properties.  Geographically, the pool is
concentrated mostly in Catalonia (31.2%) and Madrid (14.2%).  The
pool WA interest rate is 2.1%.  At closing, assets in arrears
between 30 and 90 days will be limited to up to 1% and assets in
arrears for more than 90 days will be excluded from the final
pool.

In Moody's view, the credit positive features of this static deal
include, among others: (i) performance of CaixaBank originated
transactions has been better than the average observed in the
Spanish market; (ii) granular and diversified pool across
industry sectors; (iii) refinanced and restructured assets have
been excluded from the pool; and (iv) simple structure.  The
transaction also shows a number of challenging features,
including: (i) exposure to the construction and building sector
at around 19.5% of the pool volume, which includes a 9.25%
exposure to real estate developers, in terms of Moody's industry
classification; (ii) strong linkage to CaixaBank as it holds
several roles in the transaction (originator, servicer and
accounts bank); (iii) no interest rate hedge mechanism in place;
and (iv) around 9.5% of the portfolio can allow future principal
(7.5%) or interest and principal (2%) payment holidays.  These
characteristics were reflected in Moody's analysis and definitive
ratings, where several simulations tested the available credit
enhancement and 4.1% reserve fund to cover potential shortfalls
in interest or principal envisioned in the transaction structure.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitized portfolio due to its
level of granularity.  Moody's assumed the cumulative default
rate of the portfolio to be equal to 11.1% with a coefficient of
variation of 49.5%.  The rating agency has assumed stochastic
recoveries with a mean recovery rate of 50% and a standard
deviation of 20%.  The base case mean loss rate and the CoV
assumption correspond to a portfolio credit enhancement of 19%.

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

Factors or circumstances that could lead to a downgrade of the
ratings affected by the action would be (1) worse-than-expected
performance of the underlying collateral; (2) an increase in
counterparty risk, such as a downgrade of the rating of
CaixaBank; and (3) an increase in Spain's country risk.

Factors or circumstances that could lead to an upgrade of the
ratings affected by today's action would be (1) the better-than-
expected performance of the underlying assets; (2) a decline in
counterparty risk; and (3) a decline in Spain's country risk.

Loss and Cash Flow Analysis:

In rating this transaction, Moody's used ABSROM to model the cash
flows and determine the loss for each tranche.  The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the Inverse Normal distribution
assumed for the portfolio default rate.  On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution.  In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders.  Therefore,
the expected loss or EL for each tranche is the sum product of
(i) the probability of occurrence of each default scenario; and
(ii) the loss derived from the cash flow model in each default
scenario for each tranche.  As such, Moody's analysis encompasses
the assessment of stress scenarios.

Stress Scenarios:

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis.  For instance, if the assumed default
probability of 11.1% used in determining the initial rating was
changed to 14.4% and the recovery rate of 50% was changed to 40%,
the model-indicated rating for Series A and Series B of A1(sf)
and Caa2(sf) would be Baa2(sf) and Ca(sf) respectively.  For more
details, please refer to the full Parameter Sensitivity analysis
included in the New Issue Report of this transaction.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in October 2015.


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


KYIV CITY: S&P Raises ICR to 'B-' on Domestic Bond Repayment
------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
the Ukrainian capital City of Kyiv to 'B-' from 'CC'.  The
outlook is stable.

As a "sovereign rating" (as defined in EU CRA Regulation
1060/2009 "EU CRA Regulation"), the ratings on Kyiv are subject
to certain publication restrictions set out in Art 8a of the EU
CRA Regulation, including publication in accordance with a pre-
established calendar.  Under the EU CRA Regulation, deviations
from the announced calendar are allowed only in limited
circumstances and must be accompanied by a detailed explanation
of the reasons for the deviation.  In Kyiv's case, the deviation
was prompted by the decision to repay its local currency bond
instead of the initial plan to restructure it.

The next scheduled rating publication on the sovereign rating of
the city of Kyiv will be on or before May 19, 2017.

                             RATIONALE

The rating action follows Kyiv's decision to cancel the
restructuring of its local currency G series bonds maturing on
Dec. 6, 2016 and to repay the bonds from the city's own cash
reserves ahead of schedule.

"We view Ukraine's institutional framework for local governments
as very volatile and underfunded.  This continues to limit the
city's budgetary flexibility, which we assess as very weak. Our
view of Kyiv's very weak financial management and less than
adequate liquidity, as well as high contingent liabilities, also
constrains the ratings.  We view the city's economy as weak
although diversified.  The ratings are supported by our
assessment of the city's average budgetary performance and low
debt burden," S&P said.

The long-term rating is at the same level as S&P's 'b-'
assessment of the city's stand-alone credit profile.

S&P views Kyiv's financial management as very weak.  This
assessment also implies weak debt management and only nascent
long-term planning, as well as weak oversight of its government-
related entities (GREs).

"We assess Ukraine's institutional framework for local
governments under which Kyiv operates as very volatile and
underfunded.  This is primarily due to the low predictability of
central-government actions and frequently changing rules.  We
also regard the system as very centralized, which significantly
contrains Kyiv's very weak budgetary flexibility.  The modifiable
revenues make up a relatively low 15% of operating revenues,
because most of the taxes are regulated by the central
government.  Moreover, we believe that the city's ability to
adjust modifiable revenues is limited.  Kyiv's substantial
investment requirements and high share of social spending
restrict its spending flexibility," S&P noted.

S&P views Kyiv's economy as weak in an international context.
For Ukrainian local and regional governments (LRGs), S&P uses
national GDP per capita (about US$2,000) as a proxy, given their
high dependence on transfers from the central government and the
very centralized system.  At the same time, S&P notes that Kyiv's
economy is well diversified and is Ukraine's wealthiest, although
the wealth level is still low compared globally.  The city's
personal income levels are likely to remain twice as high as the
national average, by S&P's estimates.  S&P also thinks the
unemployment rate will continue to be the lowest in Ukraine.

S&P views Kyiv's budgetary performance as average.  Despite
currently strong balances, fueled in particular by high
inflation, S&P assumes that performance is likely to deteriorate
in the longer term due to accumulated spending pressures.  In
S&P's 2016-2018 forecast, it expects the operating balance to
average 12% of operating revenues, compared with 10% average in
2013-2015.  This will be due to high revenue growth fueled by
high inflation and the allocation of some new taxes to the city
budget (corporate profit tax, excise, and property tax).  S&P
expects the central government grants to continue supporting the
city.

At the same time, spending growth will likely lag behind that of
revenues.  The relatively high operating balance and modest
capital spending will likely translate into surpluses after
capital accounts, at about 5.0% of total revenues on average in
2016-2018, compared with the 2.5% average surplus posted in 2013-
2015.  S&P notes, however, that services underfunding and capital
spending pressures remain material. In addition, budgetary
performance will likely remain volatile and very unpredictable
due to frequently changing fiscal rules.

Given the expected surpluses after capital accounts, and
prepayment of the local currency bond, S&P now believes that
Kyiv's tax-supported debt will make up 29% of operating revenues
through 2018.  S&P also assumes that, in line with national
legislation, the city will not be allowed to take on commercial
debt during the three years after the default on Nov. 6, 2015.
As of Nov. 18, 2016, the city's only direct debt was an
intergovernmental debt liability of US$351.1 million (the two
Eurobonds that were restructured in November 2015).  S&P views
these Eurobonds as loans from the central government.  According
to the agreement between the central government and the city,
Kyiv will need to repay on the maturity date its debt liability
to the central government.  S&P therefore includes both of the
restructured Eurobonds in S&P's calculation of the city's debt
burden and also believes that this debt might be subject to
potential exchange rate volatility.  S&P's calculation of tax-
supported debt also includes debt at Kyiv's GREs (including
guaranteed loans from multilateral lending institutions).

S&P assess Kyiv's contingent liabilities as high since the city's
utility companies have accumulated payables to suppliers.  S&P
also includes US$101 million, which is the remaining amount of
the Eurobonds that the city hasn't yet completed the
restructuring on.

                             LIQUIDITY

S&P assess Kyiv's liquidity as less than adequate.  The city's
debt service coverage is exceptional, albeit volatile.  At the
same time, the city's access to external liquidity remains
uncertain, in S&P's view.

S&P estimates that Kyiv's average cash position over the past 12
months stood at UAH4.4 billion (about US$150 million).  S&P
conservatively applies a 50% haircut to the city's cash reserves,
as the city keeps them in the Central Treasury and, given the
track record of the central government with regard to default,
S&P believes that access to these reserves could be interrupted.
Even using this lower figure, the debt service coverage ratio
stays well above 100% over the next 12 months.

S&P also believes that the coverage ratio might fall sharply
beyond the 12-month horizon, when the city's intergovernmental
debt liability is due.

The weaknesses of Ukraine's banking sector are reflected in S&P's
Banking Industry Country Risk Assessment (BICRA), which
classifies Ukraine in group '10'.  S&P's BICRA ranks risk
relating to banking systems on a scale of '1' to '10', with '1'
being the lowest risk and '10' being the highest risk.

                               OUTLOOK

The stable outlook reflects S&P's view that Kyiv's absence of
commercial debt and sound budgetary performance will
counterbalance weaknesses of its financial management and limited
access to the capital markets.

S&P might lower the ratings if it was to lower the sovereign
ratings on Ukraine or if S&P observed an accumulation of
commercial debt following a special consent from the central
government and as a result of weaker than currently expected
budgetary performance.

S&P believes that for the moment there is no upside potential for
the ratings on Kyiv.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.  The weighting of
all rating factors is described in the methodology used in this
rating action.

RATINGS LIST

                                Rating
                                To                   From
Kyiv (City of)
Issuer Credit Rating
  Foreign and Local Currency    B-/Stable/--         CC/Neg./--
Senior Unsecured
  Local Currency                NR                   CC
NR--Not rated


NATIONAL BANK: Deposit Fund Extends Liquidation Period Until 2020
-----------------------------------------------------------------
UNIAN reports that Ukraine's Deposit Guarantee Fund has extended
the period of the liquidation of National Bank for Development
(VBR) belonging to Oleksandr Yanukovych, the son of former
Ukrainian President Viktor Yanukovych, until 2020, according to a
posting on the Fund's website.

The Fund also prolonged the authority of the bank's liquidator,
Serhiy Mykhno, UNIAN discloses.  The National Bank of Ukraine
(NBU) on December 21, 2014, decided to cancel VBR's banking
license and liquidate it, UNIAN recounts.  Interim administration
was introduced at the bank on November 27, 2014, as the bank had
been designated as insolvent, UNIAN relates.

Oleksandr Yanukovych's MAKO group of companies, which owns the
bank, announced that a claim challenging EU sanctions against the
bank's shareholder, which reportedly served the grounds for the
NBU's decision, was being considered by the Court of Justice of
the European Union, UNIAN relays.  The group was going to appeal
against the NBU's decision in a Ukrainian court, UNIAN notes.


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


BRIGHTHOUSE GROUP: Moody's Lowers CFR to B3 on Refinancing Risk
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of
BrightHouse Group PLC -- the UK's leading rent-to-own market
operator.  Moody's has downgraded Brighthouse's corporate family
rating to B3 from B2 and the rating on its GBP220 million senior
secured notes to B3 from B2.  The outlook on all ratings is
negative.

The rating action primarily reflects these drivers:

   -- Further weakening of the company's credit metrics driven by
      regulatory changes and adverse product mix

   -- Upcoming refinancing risk on its senior secured notes
      maturing in May 2018

Concurrently, Moody's has downgraded BrightHouse's probability of
default (PDR) to B3-PD from B1-PD.

                        RATINGS RATIONALE

The downgrade reflects the rapid deterioration in the company's
metrics in the second quarter due to the impact of new procedures
introduced by the Financial Conduct Authority (FCA) in February
2016 as part of its ongoing authorization across the industry.

While the company introduces measures to adapt to new processes,
there is an uncertainty surrounding the success of these methods
in stemming customer loss.  Furthermore, Moody's doesn't exclude
a possibility of further negative FCA ruling for the industry.
This, combined with the prospect of refinancing the notes due in
May 2018, leads to a negative outlook.

The company's topline declined by 12% quarter-on-quarter during
the quarter ended Oct. 1, 2016, whereas LTM September 2016 EBITDA
(defined by management) declined to GBP41 million from
GPB56 million in financial year ended March 2016 (FY16).
Furthermore, total number of customers declined year-on-year by
10% to approximately 251 thousand at the end of September 2016
and contract portfolio declined year-on-year by 22% (defined as
an aggregate amount of remaining payments due under hire purchase
agreements on a given date, if they run to full term).

The changes so far introduced by the FCA are a stricter
affordability processes and tightened credit criteria in the
rent-to-own industry leading to a decline in new customer
acceptance, reduction in contract portfolio and higher compliance
and staff training costs.  The performance was also impacted by
the company's decision to temporarily suspend the charging of
late fees, ongoing shift in sales mix towards more short-term,
technology products and high price deflation on furniture and
electrical products.  The company's strategy is to improve
portfolio additions via automation, improvement in online
proposition as well as payments and call centre processes.  Full
online capabilities are expected to be delivered by June 2017.

The B3 CFR reflects (i) the negative impact on the industry and
BrightHouse from the recent FCA's authorisation process and
increased regulatory scrutiny overall, including the contraction
of BrightHouse's contract portfolio; (ii) the company's small
scale in the context of the broader retail market and competition
from low cost and online retailers; and (iii) credit risk given
the company's customer base of low-income households with poor
credit history, although so far well managed.

The rating also reflects (i) BrightHouse's well-established
leading position in the UK rent-to-own market supported by over
300 branches over the UK; (ii) fairly unique product offering,
notably product rentals over two-three years with the right to
purchase at the end of the contract, targeting limited disposal
income customer base and differentiating it from most mainstream
retailers; (iii) resilience of its positive cash flow generation.

Moody's adjusted gross debt / EBITDA rose to 5.6x as of September
2016 from 4.2x as of the end of March 2016 and EBIT/interest
expense (Moody's adjusted) declined to 1.1x from 1.8x
respectively.  Moody's expects the company's metrics to stay
under pressure during the next two quarters, bringing gross
debt/EBITDA above 7.0x by the end of FY17.  Thereafter, Moody's
expects some improvement as the company adjusts to new regulatory
environment. Given expected high leverage and uncertain growth
prospects for BrightHouse and the industry overall, the company
may find it challenging to refinance its notes before their
maturity in May 2018 and is likely to incur higher cost on its
debt than the current notes carry.

Moody's expects the liquidity to remain adequate, despite the
fact that the company cancelled its GBP25 million revolving
credit facility (RCF) maturing in 2017.  As of end of September
2016, the company reported cash on balance sheet of GBP75million
(including GBP9 million restricted cash).  The slowdown in
activity has resulted in the release in working capital and
reduction in purchase from rental assets benefitting the cash
flow generation. The liquidity assessment does not take into
account the maturity of BrightHouse's GBP220 million 7.875%
senior secured notes due in May 2018 and the associated
refinancing risk.

The PDR is downgraded to B3-PD to align it with the CFR.

                 RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook is driven by the risk associated with the
refinancing of the notes in a situation of uncertainty
surrounding the company's prospects if it fails to curtail
customer loss.  The outlook also reflects a possibility of
further rulings from the FCA being negative for the industry or
BrightHouse as part of the authorization process.

               WHAT COULD CHANGE THE RATING UP/DOWN

Given negative outlook the positive pressure on the ratings is
unlikely.  However, it could be exerted if, as a result of better
than expected operational performance leading to improvement in
profitability and customer retention, Moody's adjusted leverage
declined below 5.0x and EBIT/Interest expense increased above
1.5x.

Conversely, there could be downward pressure if the company fails
to curtail customer loss and reduction in contract portfolio in
the short-term leading to further deterioration in financial
metrics.

The principal methodology used in these ratings was Retail
Industry published in October 2015.

BrightHouse Group PLC, based in Watford, is a leader in the
rent-to-own market in the United Kingdom, with 312 stores as of
Oct. 1, 2016.  For the last twelve months ended Oct. 1, 2016, the
company reported revenues of GBP361 million.


CELL C: Moody's Lowers CFR to Caa1 & Changes Outlook to Dev.
------------------------------------------------------------
Moody's Investors Service has downgraded Cell C Proprietary
Limited's corporate family rating to Caa1 from B3 and its
probability of default rating to Caa1-PD/LD from B3-PD.  The
limited default "LD" designation appended to Cell C's probability
of default rating reflects that Cell C's missed principal payment
constitutes a default under Moody's definition.  The limited
default designation will remain until the company resolves the
missed payment.  The outlook on all ratings was changed to
developing from ratings under review.

The ratings action follows Blue Label Telecoms Ltd.'s
announcement, on Nov. 15, 2016, that the terms of Cell C's
recapitalization have been amended, such that Cell C's net
borrowing be reduced to ZAR6 billion from ZAR8 billion and that
the final date for the recapitalization to take place be extended
to Feb. 28, 2017.  The delays in the finalization of the
recapitalization are putting increased negative pressure on Cell
C's liquidity position and debt capital structure.  This
concludes the review on Cell C's ratings initiated on Oct. 17,
2016.

                           RATINGS RATIONALE

The downgrade of Cell C's ratings reflect the increased execution
risk Cell C is facing as a result of the delays to the proposed
recapitalization.  This is causing Cell C's liquidity profile and
debt capital structure to become increasingly vulnerable.

Moody's is aware that Cell C has obtained a waiver from one of
its lenders to defer a principal payment which under Moody's
definitions is considered a limited default on the debt capital
structure which is reflected in the downgrade of the probability
of default rating to Caa1-PD/LD.

The developing outlook on the ratings reflects the above concerns
against Cell C's intention to pursue financing options to
conclude on the recapitalization by the Feb. 28, 2017.  Moody's
also recognizes that should the recapitalization take place as
communicated there could be upward rating action.  Moody's will
continue to monitor the progress of the recapitalization and take
rating action when further information becomes available.

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

The Local Market analyst for this rating is Dion Bate, 27-11-217-
5472.


MISYS NEWCO 2: S&P Affirms 'B' Corp. Credit Rating on Stalled IPO
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on U.K.-based software company Misys Newco 2 S.a.r.l
(Misys) and financing entities: Turaz Global S.a.r.l; Magic Newco
5 S.a.r.l; Magic Newco LLC; and Magic Bidco Ltd.  S&P removed the
ratings from CreditWatch, where they were placed with positive
implications on Sept. 19, 2016.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue rating on Misys'
existing senior secured term loans and revolving credit facility.
The recovery rating on these facilities is '2', indicating S&P's
expectation of substantial (70%-90%) recovery prospects in the
event of a payment default.

S&P also withdrew the 'BB' issue rating assigned to the group's
previously agreed senior secured term loans.

The rating action follows Misys' Oct. 27 announcement of its
decision not to proceed for now with a potential initial public
offering (IPO) because of unfavorable market conditions.  The IPO
had previously been planned for fourth-quarter 2016.  Misys has
also cancelled the agreed loan facilities that would have
refinanced the existing term loans subject to the planned IPO.

As a result, S&P no longer anticipates a considerable short-term
improvement in the company's S&P Global Ratings-adjusted credit
metrics.  This reflects S&P's revised base case, which no longer
assumes any deleveraging from IPO proceeds, the potential
conversion into equity capital of payment-in-kind preferred
equity certificates (PECs) that we treat as debt, and a reduction
in cash interest expenses from the associated refinancing.

S&P now anticipates the S&P Global Ratings-adjusted debt to
EBITDA to remain above 11x in financial years 2017 and 2018
(ending May 31), equivalent to about 5.5x excluding PECs.  S&P
expects the group's EBITDA interest coverage to remain at about
1x over the same period, equivalent to a cash interest coverage
ratio of just above 2.5x excluding the accrued interest on the
PEC instruments. S&P's adjusted EBITDA figure treats Misys'
capitalized development costs as an expense.

S&P expects meaningful deleveraging to be limited by the
continued control by Vista and its track record of aggressive
funding.

S&P's assessment of Misys' business risk profile is unchanged and
continues to reflect S&P's view of its solid positioning in
mission critical software for financial institutions, resulting
in very high retention rates.  This remains offset by Misys'
operations in a niche market and the close correlation, in S&P's
view, between the sale of new licenses and market conditions that
could result in significant fluctuations during the economic
cycle.

S&P's base-case assumptions are also unchanged with these
highlights:

   -- Mid-single-digit revenue growth in the financial years
      ending 2017 and 2018.

   -- A marginal decline in EBITDA margins.

   -- Annual capital expenditure of about 2% of revenues
      excluding capitalized development costs.

The stable outlook reflects S&P's view that Misys will maintain
significant organic revenue growth over the next 12 months
helping it to maintain credit metrics at levels commensurate with
the current rating.  Notably, S&P anticipates that Misys will
maintain EBITDA cash interest coverage well above 1.5x and
adjusted leverage below 6x excluding the company's subordinated
PECs.

S&P could lower the rating if significant operating
underperformance or more shareholder friendly policies result in
S&P Global Ratings-adjusted leverage excluding PECs of more than
7x, or if EBITDA cash interest declines to less than 1.5x.  This
may happen if there is a failure to maintain growth in initial
license fee revenues, following increased competitive dynamics,
or a severe economic downturn.

A decline in covenant headroom to less than 10%, with no credible
plan to avoid a breach, could trigger a downgrade.  S&P may also
lower the rating if Misys generates negative free operating cash
flow, excluding items that S&P considers to be one-off.

Additionally, although not an immediate concern, S&P could lower
the rating and further revise down its liquidity assessment if
Misys does not actively seek to refinance its debt maturing in
December 2018 at least 12 months in advance.

Given the decision to postpone a potential IPO, S&P considers an
upgrade over the next 12 months as unlikely given Misys'
currently high leverage and aggressive financial policy.

Otherwise, there could be some rating upside from an improved
financial policy likely evidenced by a meaningful reduction in
the private equity ownership of the group, coupled with adequate
covenant headroom and sustainable improvements in leverage and
cash interest coverage.


PRINCIPALITY BUILDING: Moody's Affirms (P)Ba1 Sub. MTN Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Principality Building
Society's deposit ratings at Baa3.  The senior unsecured MTN
rating has also been affirmed at (P)Baa3.  In the rating action
Moody's downgraded Principality Building Society's long-term
Counterparty Risk Assessment (CR Assessment) to Baa1(cr) from
A3(cr).  The outlook on the long-term deposit ratings remains
stable.

                         RATINGS RATIONALE

The affirmation of the deposit and senior unsecured MTN ratings
reflects our view that the Society continues to perform in line
with its current baa3 BCA.  Supporting this view is the progress
the Society has made with the wind-down of its second charge
mortgage portfolio, its adequate capitalisation relative to its
risk profile and the potential challenges they and other UK
lenders will face from the expected deterioration in the UK
operating environment.

In downgrading the CR assessment to Baa1(cr), Moody's primarily
took into account the repayment of Principality's GBP92.3 million
subordinated debt in July 2016 and the Society's larger balance
sheet.  This increase was driven by higher outstanding mortgages
and is in line with the growth trends of other building
societies.

Following the redemption of the subordinated debt, Principality's
proforma liability waterfall as of June 2016, subordination for
counterparty assessment obligations was 9.3% as compared to 10.8%
as of December 2015, based on the cushion against default in the
form of junior deposits (5.6% of Tangible Banking Assets),
preference shares (0.7%), and our standard assumption of residual
tangible common equity (3%) at failure.  This level of
subordination corresponds to two notches of uplift under our
guidance for CR Assessment.  Prior to the redemption of the
subordinated debt, the guidance indicated a three notch uplift to
our CR Assessment.  Should Principality pursue issuance of senior
unsecured or subordinated debt sufficient to increase loss
absorbency subordinate to the Society's counterparty obligations,
Moody's may reflect this lower loss expectation with an upgrade
of the CR Assessment in due course.

The repayment of the subordinated debt did not affect the deposit
nor the senior unsecured MTN ratings under our Advanced Loss
Given Failure analysis.  In addition, planned increases in the
Society's balance sheet and the expected trend for deposits is
not expected to put ratings pressure on the deposits or senior
unsecured.  Moody's has therefore maintained the stable outlook
on the deposit ratings.

CR Assessments are opinions of how counterparty obligations are
likely to be treated if a bank fails, and are distinct from debt
and deposit ratings in that they: (1) Consider only the risk of
default rather than both the likelihood of default and the
expected financial loss suffered in the event of default; and (2)
apply to counterparty obligations and contractual commitments
rather than debt or deposit instruments.  Moody's CR Assessment
captures the probability of default on certain senior
obligations, rather than expected loss.  Therefore, Moody's
focuses purely on subordination and take no account of the volume
of the instrument class.

The CR Assessment for Principality Building Society does not
benefit from any government support, in line with our support
assumptions on the deposit or senior ratings.

The principal methodology used in these ratings was Banks
published in January 2016.

LIST OF AFFECTED RATINGS

Downgrades:

  Counterparty Risk Assessment, Downgraded to Baa1(cr)
   from A3(cr)

Affirmations:

  LT Bank Deposits, Affirmed Baa3 Stable
  ST Bank Deposits, Affirmed P-3
  Pref. Stock Non-cumulative, Affirmed Ba3 (hyb)
  Senior Unsecured MTN, Affirmed (P)Baa3
  Subordinate MTN, Affirmed (P)Ba1
  Other Short Term, Affirmed (P)P-3
  Counterparty Risk Assessment, Affirmed P-2(cr)

Outlook Actions:

  Outlook, Remains Stable


RANGERS FOOTBALL: Former Administrators Sue Prosecutors
-------------------------------------------------------
Daily Mail reports that two former Ibrox administrators who had
charges dropped against them in the Rangers fraud case are taking
court action against Scotland's senior legal figures.

Lawyers acting for David Whitehouse and Paul Clark confirmed on
Nov. 26 that the pair had lodged proceedings against Police
Scotland's Chief Constable Phil Gormley and leaders of the
prosecution service in Scotland, Daily Mail relates.

In June, Messrs. Clark and Whitehouse had warned that they were
considering action to "address the damage caused to their
reputations and careers", Daily Mail recounts.

An investigation into whether Messrs. Whitehouse and Clark -- who
worked for Duff and Phelps and who were appointed joint
administrators of Rangers in February 2012 after the club
collapsed when it failed to meet PAYE and VAT demands -- were
conflicted in their role was quashed in 2013, with the pair
cleared by the Insolvency Practitioners Association, Daily Mail
relays.

But in November 2014 and again in September 2015, they were
arrested and taken to court on charges relating to the financial
management of the club, Daily Mail discloses.

                  About Rangers Football Club

Rangers Football Club PLC -- http://www.rangers.premiumtv.co.uk/
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station, RANGERSTV.tv.  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.


TATA STEEL: To Sell Speciality Steel Business to Liberty Group
--------------------------------------------------------------
Alan Tovey at The Telegraph reports that Indian conglomerate Tata
has signed a letter of intent to start exclusive talks to sell
its Yorkshire-based speciality steel business to Sanjeev Gupta's
Liberty group for GBP100 million.

According to The Telegraph, the agreement will give certainty to
workers at the plants in Rotherham, Stocksbridge and Brinsworth
who produce steels used in the automotive, aerospace and oil and
gas sectors.

Almost twice that number of jobs in the supply chain depend on
the business, and staff working in these businesses will gain
clarity over their future with the deal, The Telegraph notes.

Tata put its entire UK steel business up for sale in the spring
as a combination of high energy costs, global overcapacity and
China dumping subsidized steel on the market brought the industry
to its knees, The Telegraph recounts.

However, several months later Tata "paused" the sale, saying it
was exploring a tie-up with European rival ThyssenKrupp and
looking at selling off only selected assets, The Telegraph notes.

A sale is subject to regulatory approval and due diligence but
the two companies say they expect the deal to complete in the
first quarter of 2017, The Telegraph states.

Tata Steel is the UK's biggest steel company.


                            *********

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, Julie Anne L. Toledo, Ivy B. Magdadaro, and
Peter A. Chapman, Editors.

Copyright 2016.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$775 per half-year,
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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202-362-8552.


                 * * * End of Transmission * * *