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

                           E U R O P E

         Wednesday, December 21, 2016, Vol. 17, No. 252


                            Headlines


B E L G I U M

SHERATON BRUSSELS: Closes Doors After Operator Declared Bankrupt


G E R M A N Y

DEUTSCHE PFANDBRIEFBANK: S&P Raises Rating on Sub. Debt to BB+


I R E L A N D

ATLANTES MORTGAGES NO.2: Fitch Affirms 'BB' Rating on Cl. C Notes
BLACKROCK EUROPEAN CLO II: S&P Assigns B- Rating to Class F Notes
CARLYLE GLOBAL 2016-2: S&P Assigns B- Rating to Class E Notes
CORDATUS LOAN I: Moody's Affirms Ba2 Rating on Class E Notes
CVC CORDATUS III: Fitch Affirms B-sf Rating on Class F Notes

EUROMAX VI: S&P Affirms 'CCC-(sf)' Ratings on 3 Note Classes


I T A L Y

MONTE DEI PASCHI: Gov't Seeks Permission for EUR20BB Rescue Plan


L U X E M B O U R G

INTELSAT SA: S&P Assigns CC Rating to $750MM Sr. Notes Due 2022


N E T H E R L A N D S

ALG BV: S&P Affirms 'BB-' Rating on First Lien Debt
ARES EUROPEAN VIII: S&P Assigns B- Rating to Class F Notes
CAIRN CLO VII: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F Notes
CAIRN CLO VIII: Moody's Assigns (P)B2 Rating to Class F Notes
CARLSON TRAVEL: Moody's Assigns B2 Rating to US$415MM Notes

INTERXION HOLDING: S&P Affirms 'BB-' Rating on Sr. Sec. Notes
OZLME BV: S&P Assigns B- Rating to Class F Notes


P O R T U G A L

CAIXA ECONOMICA: New Series Issuance No Impact on Fitch Rating


R U S S I A

FINPROMBANK JSCB: Liabilities Exceed Assets, Assessment Shows
FORUS BANK: Placed on Provisional Administration, License Revoked
KOSTROMA REGION: Fitch Affirms 'B+/B' Issuer Default Ratings
NIZHNIY NOVGOROD: Fitch Affirms 'BB-/B' Issuer Default Ratings
SME BANK: Moody's Cuts Long-Term Debt & Deposit Ratings to Ba2

VNESHPROMBANK: Seeks Bankruptcy Protection Under U.S. Laws
VOLOGDABANK JSC: Placed on Provisional Administration


S P A I N

ABENGOA SA: Abeinsa U.S. Plans Confirmed
CASER SA: Moody's Hikes IFS Rating to Ba1, Outlook Stable
PYMES SANTANDER 6: S&P Lowers Rating on Class C Notes to D


U K R A I N E

DTEK BV: Affiliate Files Chapter 15 Bankruptcy Petition
VAB BANK: NBU Initiates Criminal Case Against Owner, Officials


U N I T E D   K I N G D O M

KING & WOOD: European Arm May Enter Administration Next Month
KING & WOOD MALLESONS: Dentons Drops From Merger Talks
PAG MANAGEMENT: Court Enters Winds Up Order
TEAM ROCK: Enters Administration Following Financial Woes


                            *********


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


SHERATON BRUSSELS: Closes Doors After Operator Declared Bankrupt
----------------------------------------------------------------
meetpie.com reports that Belgium's largest hotel, the Sheraton
Brussels Hotel, is set to close after its operating company was
declared bankrupt.

The 500-room hotel on Brussels' Place Rogier has been forced to
close following the bankruptcy of operators SBH SPRL, resulting
in the loss of around 200 jobs, meetpie.com relates.

"The forced closure of the hotel is due to the financial
situation of the operating company and is not related to the
Sheraton brand," the report quotes Sheraton as saying in a
statement.

"Sheraton has successfully managed the hotel from the day of
opening in 1973. In 2009, Sheraton signed a long-term management
contract with SBH SPRL. Hotel management is now working with all
current and future clients to secure alternative accommodation in
the city.

"Sheraton understands the impact of the bankruptcy of SBH SPRL on
the 200 employees of SBH SPRL. While they are not employed by
Sheraton, or any affiliated companies, the group appreciates and
values the work that they have done to make the hotel a success."

The hotel closed on Dec. 14, 2016, according to meetpie.com.



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


DEUTSCHE PFANDBRIEFBANK: S&P Raises Rating on Sub. Debt to BB+
--------------------------------------------------------------
S&P Global Ratings placed various ratings on Germany-based banks
on CreditWatch.

Specifically, S&P has placed on CreditWatch, with positive
implications:

   -- S&P's long-term issuer credit ratings on four systemically
      important banks, namely Deutsche Bank AG, Commerzbank AG,
      UniCredit Bank AG, and Deutsche Pfandbriefbank AG (PBB),
      and several of their foreign subsidiaries (including S&P's
      ratings on the subsidiaries' senior unsecured debt); and

   -- S&P's short-term issuer credit ratings on Commerzbank.

At the same time, S&P affirmed its short-term issuer credit
ratings on Deutsche Bank, UniCredit Bank, and PBB.  S&P also
placed its ratings on all four banks' long-term senior unsecured
debt on CreditWatch developing.

S&P placed on CreditWatch negative its issue ratings on most of
the long-term debt of nine other German banks or bank
subsidiaries: DekaBank Deutsche Girozentrale, Deutsche Apotheker-
und Aerztebank eG (ApoBank), Deutsche Genossenschafts-
Hypothekenbank AG (DG Hyp), DVB Bank SE, DZ BANK AG Deutsche
Zentral-Genossenschaftsbank, Grenke AG, Landesbank Hessen-
Thueringen Girozentrale (Helaba), Volkswagen Financial Services
(including Volkswagen Bank GmbH), and WL BANK AG Westfaelische
Landschaft Bodenkreditbank.

S&P affirmed its ratings on the senior unsecured debt of NRW.BANK
and on Helaba's grandfathered guaranteed senior unsecured debt.

S&P placed on CreditWatch positive its long-term issuer credit
rating on NORD/LB Luxembourg S.A. Covered Bond Bank and S&P's
issue ratings on the bank's senior unsecured debt.

                            RATIONALE

Certain term, non-structured senior unsecured bonds will become
subordinated by German law on Jan. 1, 2017.  The CreditWatch
placements follow S&P's assessment that those instruments will be
economically equivalent to senior subordinated debt that S&P
rates in other European countries and include in banks'
additional loss-absorbing capacity (ALAC).  This action was
prompted by S&P's evolving understanding of regulatory approaches
to bank resolution across the EU, including the European
Commission's recent proposal for a directive regarding the
ranking of unsecured debt instruments in an insolvency hierarchy.

Subordination of certain long-term debt instruments under the
forthcoming German law will result in a split of S&P's current
classification of senior unsecured debt.  Since S&P is not yet in
a position to establish each instrument's future ranking or the
overall size of each bank's senior subordinated debt class, S&P
has placed the ratings on CreditWatch rather than revise them
immediately.  S&P's action does not reflect bank-specific
developments.

The coming change in legislation means that certain senior
unsecured obligations of German banks will become junior to other
general senior debt (which currently rank pari passu) and likely
count as regulatory bail-in capacity.  Certain other senior
unsecured obligations (typically structured notes) will remain in
a senior position, and S&P's reading is that this class will
continue to rank pari passu with uncollateralized derivatives,
corporate and institutional deposits, and short-term money market
instruments.  The legislation is retroactive, covering all
existing obligations that meet certain conditions, and will
affect these instruments' ranking in resolution and liquidation.
S&P believes there is increasing convergence between the
instruments zhat will become subordinated obligations in Germany,
the senior subordinated debt issued by Denmark-based Nykredit
Realkredit A/S, and those currently being prepared for issuance
by French banks.

The greater likelihood that regulators will use senior
subordinated instruments to absorb losses in a bank's bail-in
resolution process, leads S&P to treat such obligations as hybrid
capital instruments and to reclassify them as senior subordinated
debt.  S&P expects to apply the same starting point to rate such
instruments as it do for a bank's other hybrid capital
instruments, from which S&P then generally deduct one notch for
subordination if the starting point is 'bbb-' or higher.

Assuming that the senior subordinated instruments meet the other
requirements in S&P's criteria, it would expect to include them
in the German banks' ALAC buffers, as S&P do for such instruments
issued by banks in other European countries.  This also reflects
S&P's assessment that a default on these instruments would not
lead to a general default of the issuing banks according to
German legislation.  ALAC can result in an uplift to the long-
term issuer credit rating on a bank of up to two notches above
the stand-alone credit profile (SACP) or unsupported group credit
profile, provided inter alia that S&P considers the bank to be
subject to a well-defined resolution process.

Furthermore, since the ALAC uplift is relevant only if there is
no other stronger support element, in S&P's view only, Deutsche
Bank, Commerzbank, UniCredit Bank, and PBB could benefit from a
potential ALAC uplift, given the current components of the
rating. Currently none of S&P's German bank ratings includes ALAC
uplift; therefore S&P's long-term ratings on these four banks are
on CreditWatch positive (the positive implications for the short-
term rating on Commerzbank reflect the correlation between the
long- and short-term ratings).  S&P placed its ratings on some of
these banks' liabilities on CreditWatch positive because it has
already determined that they will remain senior unsecured.  They
comprise commercial paper and other short-term debt, issues for
which S&P assigns ratings to the principal only, and debt issued
by foreign subsidiaries (and domestic non-bank subsidiaries that
are not subject to European Capital Requirements Regulation),
where the rating is based on a guarantee by the German parent.
For the four banks' other senior unsecured debt, S&P needs to
determine the issue-specific ranking in a resolution.  Depending
on S&P's assessment of the ALAC uplift and the instruments'
ranking, it might lower, raise, or affirm the issue ratings,
hence S&P's placement of those ratings on CreditWatch developing.

The CreditWatch positive on certain of the four banks' rated
foreign subsidiaries reflects that the ratings depend on the
respective parent's group credit profile, which could potentially
receive ALAC uplift.  The same rationale supports the CreditWatch
positive on NORD/LB Luxembourg S.A. Covered Bond Bank, a
subsidiary of Norddeutsche Landesbank Girozentrale (not rated).

S&P affirmed its short-term ratings on Commerzbank's Polish
subsidiary mBank, rather than place them on CreditWatch, because
S&P considers it highly unlikely that it would rate mBank higher
than S&P's 'BBB+/A-2' foreign currency ratings on Poland.

"We affirmed our ratings on UniCredit Bank's subordinated and
junior subordinated issues even though the starting point for
rating these instruments is currently the long-term issuer credit
rating, which might be raised due to ALAC uplift.  This is
because we believe that the subordination of some of UniCredit
Bank's more senior instruments does not reduce the default risk
of these more junior instruments.  We also recognized that
UniCredit Bank will pay an extraordinary dividend of EUR3 billion
to its parent, Italy-based Unicredit SpA, in 2017.  This is in
line with our previous expectation that the bank's capitalization
could well decline significantly from its current level; so we
have left the SACP assessment unchanged at 'bbb+'," S&P said.

Separately, the affirmation of S&P's ratings on NRW.BANK's senior
unsecured debt reflects S&P's assessment of an almost certain
likelihood of government support for these instruments from the
State of North Rhine-Westphalia.  This is based on NRW.BANK's
status as a government-related entity that benefits from
maintenance obligation (Anstaltslast), the statutory guarantee
(Gewaehrtraegerhaftung) on its liabilities, and the explicit
statutory refinancing guarantee for all of its liabilities.

Likewise, the affirmation of S&P's issue ratings on Helaba's
grandfathered debt obligations reflects the ultimate
grandfathered statutory guarantee by the State of Hesse.  S&P
believes that these instruments, if they are reclassified as
senior subordinated, would likely be bailed in -- alongside other
senior subordinated instruments -- in a resolution, to comply
with the "no creditor worse off" principle under bail-in
regulation.  However, S&P believes that the guarantor's
commitment and support mechanism to honor these obligations mean
that, in practice, there will be no material difference in the
risk of default between these instruments and the bank's senior
unsecured grandfathered debt obligations.

For all these institutions, S&P does not consider the retroactive
alteration in a debt instrument's ranking to a more junior status
to be tantamount to a default.  S&P considers that the change is
made by law and to facilitate the bail-in of debt from an
operational and legal perspective under a hypothetical future
event.  The retroactive change, in S&P's view, also reflects
lawmakers' intention to prevent banks' prolonged accumulation of
the regulatory minimum requirement for own funds and liabilities
or total loss-absorbing capacity buffers.  Furthermore, S&P do
not consider any Germany-based bank S&P rates to be in acute
financial distress or close to the point of nonviability.

                            CREDITWATCH

   -- DekaBank, ApoBank, DG Hyp, DVB Bank, DZ BANK AG, Grenke,
      Helaba, Volkswagen Financial Services (including Volkswagen
      Bank GmbH), and WL BANK AG:

S&P placed its ratings on certain of these banks' senior
unsecured debt instruments on CreditWatch negative pending S&P's
review of each instrument.  S&P expects to resolve the
CreditWatch placement within the first quarter of 2017.  Upon
resolution of the CreditWatch, S&P would likely lower, by one
notch, its ratings on any instrument S&P reclassifies as senior
subordinated debt.  For debt issued directly by Grenke AG, S&P
may lower the rating by two notches, given that the company's
SACP, which is the starting point for notching to derive the
rating on hybrid issues, is one notch below the long-term issuer
rating.  (S&P has not placed debt issued by Grenke Finance PLC
and guaranteed by Grenke AG on CreditWatch negative.)  S&P
expects to affirm its ratings on any instrument that S&P
continues to classify as senior unsecured debt.  S&P will likely
place on CreditWatch negative any new issuance during the
CreditWatch period.

Deutsche Bank, Commerzbank AG, UniCredit Bank, and PBB:

The considerations stated above for the nine banks also apply to
these four institutions.  In addition, the CreditWatch on these
banks and certain of their subsidiaries also reflects the upside
rating potential stemming from their ALAC buffers.  S&P might
affirm or raise its long-term issuer credit ratings by up to two
notches, depending on S&P's view of the likely size of the four
banking groups' sustainable ALAC buffers.  For Deutsche Bank, any
upgrade would likely be limited to one notch, given that the
long-term rating already includes a positive adjustment notch for
the potential that the bank might achieve a more stable and
predictable operating model, and S&P expects to remove that notch
if there is ALAC support (Deutsche Bank is the only one of the
four groups with this positive adjustment in the current rating).

Indeed, for all four banks, any upgrade would also depend on
S&P's view of the rating level that is most comparable with S&P's
ratings on similar domestic and international banks.  For
UniCredit Bank AG, an upgrade would also depend on the possible
negative impact on the bank's creditworthiness from pressure on
UniCredit SpA's credit profile.  S&P would also regard as a
constraint any development that confirms that group members of
UniCredit, a cross-border banking group, would be subject to a
more unified, single resolution process.

Upon resolution of the CreditWatch, S&P would likely lower, by
one notch, its ratings on any instrument S&P reclassifies as
senior subordinated debt.  It might be two notches to 'BBB-' for
debt issued by Deutsche Bank directly, given that the bank's
'bbb' SACP, which is the starting point for notching to derive
the rating on hybrid issues, is one notch below the 'BBB+' long-
term issuer credit rating (which includes a positive adjustment
notch). S&P expects to least affirm its ratings on any instrument
that S&P continues to classify as senior unsecured debt, or even
raise the ratings if S&P was to upgrade the issuing bank.

S&P aims to resolve the CreditWatch on the issue ratings within
the first quarter of 2017 after establishing the appropriate
ranking of each instrument.  To resolve the CreditWatch on the
issuer credit ratings and S&P's ratings on senior unsecured
issuances, it will also assess each banking group's sustainable
ALAC buffers.

NORD/LB Luxembourg S.A. Covered Bond Bank (NORD/LB CBB):

NORD/LB CBB's senior unsecured instruments are not directly
affected by the change in German law, since the bank is not
subject to German insolvency law.  However, S&P's long-term
issuer credit rating and its ratings on the senior debt might
benefit from the possibly stronger creditworthiness of NORD/LB
CBB's parent, Norddeutsche Landesbank Girozentrale.  For this
reason, S&P has placed these ratings on CreditWatch with positive
implications.  S&P aims to resolve the CreditWatch according to
similar factors and timing as the CreditWatch on the four
systemically important banks.

Ratings List

NB: This list does not include all the ratings affected.

                            Commerzbank AG

CreditWatch Action; Ratings Affirmed
                                        To                 From
Commerzbank AG
Counterparty Credit Rating             BBB+/Watch Pos/A-2
BBB+/Stable/A-2
Senior Unsecured                       BBB+/Watch Dev     BBB+
Senior Unsecured                       BBB+p/Watch Pos    BBB+p
Senior Unsecured                       cnA+/Watch Dev     cnA+
Commercial Paper                       A-2/Watch Pos      A-2

mBank
Counterparty Credit Rating     BBB/Watch Pos/A-2  BBB/Stable/A-2

Commerzbank U.S. Finance Inc.
Commercial Paper[1]                    A-2/Watch Pos      A-2

mFinance France S.A
Senior Unsecured[2]                    BBB/Watch Pos      BBB

[1] Guaranteed by Commerzbank AG.
[2] Guaranteed by mBank.

           Members of Cooperative Banking Sector

CreditWatch Action; Ratings Affirmed
                                        To                 From
DZ BANK AG Deutsche Zentral-Genossenschaftsbank
Senior Unsecured                       AA-/Watch Neg      AA-
Commercial Paper                       AA-/Watch Neg      AA-

Deutsche Apotheker- und Aerztebank eG
Senior Unsecured                       AA-/Watch Neg      AA-

Deutsche Genossenschafts-Hypothekenbank AG
Senior Unsecured                       A+/Watch Neg       A+

WL BANK AG Westfaelische Landschaft Bodenkreditbank
Senior Unsecured                       AA-/Watch Neg      AA-

DVB Bank SE
Senior Unsecured                       A+/Watch Neg       A+

Rating Affirmed

DZ BANK AG Deutsche Zentral-Genossenschaftsbank
Senior Unsecured                       cnAAA
Commercial Paper                       A-1+

DZ PRIVATBANK S.A.
Commercial Paper                       A-1+

                      DekaBank Deutsche Girozentrale

CreditWatch Action
                                        To                 From
DekaBank Deutsche Girozentrale
Senior Unsecured                       A/Watch Neg        A

                         Deutsche Bank AG

CreditWatch Action; Ratings Affirmed
                                        To                 From
Deutsche Bank AG
Counterparty Credit Rating             BBB+/Watch Pos/A-2
BBB+/Negative/A-2
Greater China Regional Scale       cnA+/Watch Pos/--  cnA+/--/--

Deutsche Bank AG (Canada Branch)
Deutsche Bank Trust Corp.
Deutsche Bank Trust Co. Delaware
Deutsche Bank Trust Co. Americas
Deutsche Bank National Trust Co.
Deutsche Bank Luxembourg S.A.
Deutsche Bank AG (Milan Branch)
Deutsche Bank AG (Madrid Branch)
Deutsche Bank AG (London Branch)
Deutsche Bank AG (Cayman Islands Branch)
Counterparty Credit Rating             BBB+/Watch Pos/A-2
BBB+/Negative/A-2

Deutsche Bank Securities Inc.
Counterparty Credit Rating
  Local Currency                        BBB+/Watch Pos/A-2
BBB+/Negative/A-2

Deutsche Bank AG
Senior Unsecured                       BBB+/Watch Dev     BBB+
Senior Unsecured                       BBB+p/Watch Pos    BBB+p
Senior Unsecured                       cnA+/Watch Dev     cnA+
Certificate Of Deposit                 BBB+/Watch Dev/--  BBB+

Ratings Affirmed

Deutsche Bank AG
Turkey National Scale                  trAAA/--/trA-1
Commercial Paper                       A-2
Certificate Of Deposit                 --/--/A-2

Deutsche Bank AG (Cayman Islands Branch)
Commercial Paper                       A-2

Deutsche Bank Financial LLC
Commercial Paper[1]                    A-2

[1] Guaranteed by Deutsche Bank AG.

                        Deutsche Pfandbriefbank AG

CreditWatch Action; Ratings Affirmed
                                        To                 From
Deutsche Pfandbriefbank AG
Counterparty Credit Rating             BBB/Watch Pos/A-2
BBB/Stable/A-2
Commercial Paper                       A-2                A-2
Senior Unsecured                       BBB/Watch Dev      BBB

Upgraded
                                        To                 From
Deutsche Pfandbriefbank AG
Subordinated                           BB+                BB

Hypo Real Estate International Trust I
Preferred Stock                        BB-                B+


                   Landesbank Hessen-Thueringen Girozentrale

CreditWatch Action
                                        To                 From
Landesbank Hessen-Thueringen Girozentrale
Senior Unsecured                       A/Watch Neg        A

Ratings Affirmed

Landesbank Hessen-Thueringen Girozentrale
Senior Unsecured (Grandfathered)*      AA-

*Guarantor: State of Hesse

                                 NRW.BANK

Ratings Affirmed

NRW.BANK
Senior Unsecured
  Local Currency                        AA-
  Foreign and Local Currency*           AA-

*Guarantor: State of North-Rhine Westphalia.

                  NORD/LB Luxembourg S.A. Covered Bond Bank

CreditWatch Action; Ratings Affirmed
                                        To                 From
NORD/LB Luxembourg S.A. Covered Bond Bank
Counterparty Credit Rating       BBB/Watch Pos/A-2  BBB/Neg./A-2
Senior Unsecured                      BBB/Watch Pos      BBB

                            UniCredit Bank AG

CreditWatch Action; Ratings Affirmed
                                        To                 From
UniCredit Bank AG
UniCredit Luxembourg S.A.
Counterparty Credit Rating      BBB/Watch Pos/A-2   BBB/Neg./A-2

UniCredit Bank AG
Senior Unsecured                       BBB/Watch Dev      BBB

Ratings Affirmed

UniCredit Bank AG
Senior Unsecured                       A-2
Subordinated                           BB+
Short-Term Debt                        A-2

HVB Capital LLC I
HVB Capital LLC II
HVB Capital LLC III
HVB Funding Trust I
HVB Funding Trust II
HVB Funding Trust III
Junior Subordinated                    BB-

                              Volkswagen Bank GmbH

CreditWatch Action
                                        To                 From
Volkswagen Bank GmbH
Senior Unsecured                       A-/Watch Neg       A-

Volkswagen Financial Services AG
Senior Unsecured                       BBB+/Watch Neg     BBB+

                            Grenke AG

CreditWatch Action
                                        To                 From
Grenke AG
Senior Unsecured                       BBB+/Watch Neg     BBB+



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I R E L A N D
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ATLANTES MORTGAGES NO.2: Fitch Affirms 'BB' Rating on Cl. C Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed all tranches of Atlantes Mortgages
No. 2, as follows:

Class A (ISIN XS0348690651): affirmed at 'Asf'; removed Rating
Watch Negative (RWN), assigned Outlook Stable

Class B (ISIN XS0348690735): affirmed at 'BBBsf'; Outlook
Negative

Class C (ISIN XS0348691972): affirmed at 'BBsf'; Outlook
Negative

The transaction comprises residential mortgages originated and
serviced by Banco Internacional do Funchal, S.A. (Banif), which
was acquired by Banco Santander Totta, S.A. (Santander Totta,
BBB/Stable) in December 2015.

KEY RATING DRIVERS

Larger Credit Enhancement

Sequential amortisation on the notes and stable performance of
the collateral has led to increases in structural credit
enhancement (CE) across the rated securities. The class A notes
now have 19% CE, compared with 18.7% in October 2016, and CE for
the class B notes has increased by 20bps to 11.8%. The increase
in CE is sufficient to fully compensate the stresses associated
with the existing ratings, and explain the removal of the RWN on
the class A notes that was placed following an error discovery in
November.

The transaction's credit performance has remained stable over the
last 12 months and Fitch expects this to continue under its base
case scenario, especially given the significant weighted average
seasoning of the securitised portfolio of eight years.

Limited Cushion on Junior Notes

The Negative Outlook on the class B and C notes has been
maintained to reflect the notes' limited protection in the form
of CE to absorb adverse credit stresses commensurate with their
current ratings. The limited protection means that the
transactions' ratings are more sensitive to the portfolio's
performance. CE for the class B and C notes stood at 10.2% and
7.2% as of August 2016 after deducting expected provisioning
requirements.

Expected Provisioning Needs

The transaction has a staggered provisioning mechanism, diverting
excess spread to cover principal losses. The mechanism depends on
the number of monthly instalments in arrears, and as such 25% are
provisioned for after 12 months, another 25% after 24 months and
the remaining 50% after 36 months.

To account for the staggered nature of the provisions, Fitch has
estimated the amounts of loans that have defaulted, but for which
full provisions have not yet been made of the outstanding
performing collateral balance. Those amounts have been deducted
from the available current CE in Fitch's analysis, since they are
expected to be payable in the coming quarters.

Variation from Criteria

In the absence of lender-specific recovery data, Fitch increased
its quick sale adjustment (QSA) assumption to 50% from 40%.
Moreover, the agency increased its base foreclosure timing
assumption to six from four years, supported by data from this
particular portfolio. Both adjustments constitute variations from
Fitch rating criteria for Portuguese RMBS transactions.

Because loan-level data on borrower income provided by Santander
Totta was incomplete, Fitch applied a debt-to-income class 4
assumption to all remaining borrowers of the portfolios.

RATING SENSITIVITIES

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

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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

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

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


BLACKROCK EUROPEAN CLO II: S&P Assigns B- Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to BlackRock European
CLO II DAC's floating-rate class A, B, C, D, E, and F notes.  At
closing, BlackRock European CLO II also issued an unrated
subordinated class of notes.

BlackRock European CLO II is a European cash flow collateralized
loan obligation (CLO), securitizing a portfolio of primarily
senior secured euro-denominated leveraged loans and bonds issued
by European borrowers.  BlackRock Investment Management (UK) Ltd.
is the collateral manager.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event.  Following
this, the notes permanently switch to semiannual payment.  The
portfolio's reinvestment period ends approximately four years
after closing.

S&P's ratings reflect its assessment of the collateral
portfolio's credit quality, which has a weighted-average 'B'
rating.  S&P considers that the portfolio at closing is well-
diversified, primarily comprising broadly syndicated speculative-
grade senior secured term loans and senior secured bonds.
Therefore, S&P has conducted its credit and cash flow analysis by
applying its criteria for corporate cash flow collateralized debt
obligations.

In S&P's cash flow analysis, it used the EUR400 million target
par amount, the covenanted weighted-average spread (4.05%), the
covenanted weighted-average coupon (5.25%), and the target
minimum weighted-average recovery rates at each rating level as
indicated by the manager.  S&P applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

Elavon Financial Services DAC is the bank account provider and
custodian.  The documented downgrade remedies are in line with
S&P's current counterparty criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, S&P considers that the
transaction's exposure to country risk is sufficiently mitigated
at the assigned rating levels.  This is because the concentration
of the pool comprising assets in countries rated lower than 'A-'
is limited to 10% of the aggregate collateral balance.

The issuer is bankruptcy remote, in accordance with S&P's
European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

RATINGS LIST

BlackRock European CLO II DAC
EUR415.8 Million Senior Secured Floating-Rate Notes And
Subordinated Notes

Class                 Rating           Amount
                                     (mil. EUR)

A                     AAA (sf)          244.0
B                     AA (sf)            48.0
C                     A (sf)             23.0
D                     BBB (sf)           20.0
E                     BB (sf)            25.0
F                     B- (sf)            12.0
Sub                   NR                 43.8

Sub--Subordinated loan.
NR--Not rated.


CARLYLE GLOBAL 2016-2: S&P Assigns B- Rating to Class E Notes
-------------------------------------------------------------
S&P Global Ratings has assigned its credit ratings to Carlyle
Global Market Strategies Euro CLO 2016-2 DAC's class A-1, A-2, B,
C, D, and E notes.  At closing, Carlyle 2016-2 also issued an
unrated subordinated class of notes.

The ratings assigned to Carlyle 2016-2's notes reflect S&P's
assessment of:

   -- The diversified collateral pool, which consists primarily
      of broadly syndicated speculative-grade senior secured term
      loans and bonds that are governed by collateral quality
      tests.  The credit enhancement provided through the
      subordination of cash flows, excess spread, and
      overcollateralization.
   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.
   -- The transaction's legal structure, which is bankruptcy
      remote.

S&P considers that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its
exposure to counterparty risk under S&P's current counterparty
criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers the transaction's
exposure to country risk to be limited at the assigned rating
levels, as the exposure to individual sovereigns does not exceed
the diversification thresholds outlined in S&P's criteria.

At closing, S&P considers that the transaction's legal structure
is bankruptcy remote, in line with its European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

Carlyle 2016-2 is a broadly syndicated collateralized loan
obligation (CLO) managed by CELF Advisors LLP.  CELF Advisors is
a wholly owned subsidiary of Carlyle Investment Management LLC, a
Delaware limited liability company, which is indirectly owned by
The Carlyle Group L.P.  This is CELF Advisors' second CLO in
2016, following Carlyle Global Market Strategies Euro CLO 2016-1
DAC, which closed in May 2016.

RATINGS LIST

Ratings Assigned

Carlyle Global Market Strategies Euro CLO 2016-2 DAC
EUR415 Million Floating-Rate Notes (Including Subordinated Notes)

Class              Rating          Amount
                                 (mil. EUR)

A-1                AAA (sf)        232.00
A-2                AA (sf)          59.00
B                  A (sf)           24.00
C                  BBB (sf)         19.00
D                  BB (sf)          25.00
E                  B- (sf)          11.50
Sub.               NR               44.50

NR--Not rated.
Sub.--Subordinated.


CORDATUS LOAN I: Moody's Affirms Ba2 Rating on Class E Notes
------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes issued by Cordatus Loan
Fund I P.L.C.:

  -- EUR174.6M Euro (current balance EUR43.09M) Class A1 Senior
Secured Floating Rate Notes due 2024, Affirmed Aaa (sf);
previously on Mar 18, 2016 Affirmed Aaa (sf)

  -- GBP22.635M Sterling (current balance GBP12.86M) Class A2
Senior Secured Floating Rate Notes due 2024, Affirmed Aaa (sf);
previously on Mar 18, 2016 Affirmed Aaa (sf)

  -- EUR78.75M (current balance EUR30.59M) Senior Secured
Floating Rate Variable Funding Notes due 2024, Affirmed Aaa (sf);
previously on Mar 18, 2016 Affirmed Aaa (sf)

  -- EUR39.6M Class B Deferrable Secured Floating Rate Notes due
2024, Affirmed Aaa (sf); previously on Mar 18, 2016 Upgraded to
Aaa (sf)

  -- EUR24.3M Class C Deferrable Secured Floating Rate Notes due
2024, Upgraded to Aa1 (sf); previously on Mar 18, 2016 Upgraded
to Aa3 (sf)

  -- EUR31.5M Class D Deferrable Secured Floating Rate Notes due
2024, Upgraded to A3 (sf); previously on Mar 18, 2016 Upgraded to
Baa2 (sf)

  -- EUR18M Class E Deferrable Secured Floating Rate Notes due
2024, Affirmed Ba2 (sf); previously on Mar 18, 2016 Upgraded to
Ba2 (sf)

Cordatus Loan Fund I P.L.C., issued in January 2007, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans managed by CVC
Cordatus Group Limited. The transaction's reinvestment period
ended in January 2014. GBP liabilities in the transaction are
naturally hedged by GBP assets; as per the latest trustee report,
GBP assets exceed GBP liabilities by approximately GBP5.24
million.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
the result of deleveraging of the Variable Funding Notes (VFN),
Class A1 and A2 notes following amortisation of the portfolio
since the last rating action in March 2016. In addition,
principal proceeds of EUR17.54 million and GBP3.78 million are
reported in the October 2016 trustee data, and Moody's notes that
the Gala Group Finance loan of GBP8.55 million has fully repaid
in early November 2016.

VFN, Class A1 and A2 notes paid down by EUR5.87 million,
EUR36.14 million, and GBP0.23 million respectively on the July
2016 payment date. As a result of the deleveraging, over-
collateralisation (OC) ratios have increased across the capital
structure. According to the trustee report dated October 2016,
Class A, Class B, Class C, Class D, and Class E OC ratios are
reported at 263.05%, 181.42%, 152.40%, 126.23%, and 114.95%
respectively, compared to January 2016 levels of 171.15%,
143.74%, 130.88%, 117.28%, and 110.70% respectively. The January
2016 OC ratios do not incorporate the payments made to the VFN,
Class A1 and Class A2 notes on the January 2016 payment date.

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 analysed the underlying collateral pool as having a
performing par and principal proceeds of EUR189.73 million and
GBP41.97 million respectively, defaulted par of EUR1.40 million,
a weighted average default probability of 19.82% (consistent with
a WARF of 3120 over a weighted average life of 3.52 years), a
weighted average recovery rate upon default of 42.66% for a Aaa
liability target rating, a diversity score of 20 and a weighted
average spread of 3.48%.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in 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 a lower weighted average recovery rate for
the portfolio. Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
that were unchanged for the VFN, Classes A1, A2 and B, and within
one to two notches of the base-case results for Classes C, D and
E.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and 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 the following:

1) Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation 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 amortisation would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

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

3) Around 11.3% 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.

4) Foreign currency exposure: The deal has some exposure to non-
EUR denominated assets. Volatility in foreign exchange rates will
have a direct impact on interest and principal proceeds available
to the transaction, which can affect the expected loss of rated
tranches.

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


CVC CORDATUS III: Fitch Affirms B-sf Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund III Designated
Activity Company refinancing notes final ratings, as follows:

EUR235.5m Class A-1-R notes: 'AAAsf'; Outlook Stable
EUR21.1m Class A-2-R notes: 'AAAsf'; Outlook Stable
EUR38m Class B-1-R notes: 'AAsf'; Outlook Stable
EUR14.5m Class B-2-R notes: 'AAsf'; Outlook Stable
EUR14.7m Class C-1-R notes: 'A+sf'; Outlook Stable
EUR9.4m Class C-2-R notes: 'A+sf'; Outlook Stable
EUR21.6m Class D notes: affirmed at 'BBB+'sf; Outlook Stable
EUR33.8m Class E notes: affirmed at 'BB'sf; Outlook Stable
EUR13.5m Class F notes: affirmed at 'B-'sf; Outlook Stable

CVC Cordatus Loan Fund III is an arbitrage cash flow CLO. Net
proceeds from the refinancing notes were used to redeem the
existing class A-1, A-2, B-1, B-2, C-1 and C-2 notes at par (plus
accrued interest). The portfolio is managed by CVC Credit
Partners Group Ltd and the sub-manager is CVC Credit Partners
Investment Management Ltd. The reinvestment period is scheduled
to end in 2018.

KEY RATING DRIVERS
Average Portfolio Credit Quality
The average credit quality of obligors in the current portfolio
is in the 'B' category. Fitch has either public ratings or credit
opinions on 97.57% of the assets in the portfolio. The weighted
average rating factor of the current portfolio, based on the
November 2016 trustee report, is 32.38.

High Expected Recovery
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favorable than for second-lien, unsecured and mezzanine
assets. The weighted average recovery rate of the current
portfolio, based on the November 2016 trustee report, is 62.9%.

Exposure to Unhedged Non-Euro Assets
The transaction is allowed to invest up to 5% of the portfolio in
non-euro-denominated assets. Unhedged non-euro-denominated assets
are limited to a maximum exposure of 2.5% of the portfolio
subject to principal haircuts, and any other non-euro-denominated
assets will be hedged with FX forward agreements from settlement
date of up to 90 days.

The manager can only invest in unhedged or forward-hedged assets
if after the applicable haircuts, the aggregate balance of the
assets are above the reinvestment target par balance. Investment
in non-euro-denominated assets hedged with perfect asset swaps as
of the settlement date is allowed up to 20% of the portfolio.

Partial Interest Rate Hedge
Between 5% and 15% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 10% of the
target par amount. Therefore, the transaction is partially hedged
against rising interest rates.

Matrix Analysis
Fitch has tested a grid of matrix points for all notes and was
comfortable assigning ratings, despite some points displaying
immaterial shortfalls, because it believes that the notes can
sustain a robust level of defaults combined with low recoveries.

TRANSACTION SUMMARY

In conjunction with the refinancing, certain provisions of the
transaction documents have been amended. The amendment addresses
Volcker Rule concerns and results in the introduction of voting,
non-voting and non-voting exchangeable notes.

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

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

RATING SENSITIVITIES

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

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


EUROMAX VI: S&P Affirms 'CCC-(sf)' Ratings on 3 Note Classes
------------------------------------------------------------
S&P Global Ratings its credit ratings on EUROMAX VI ABS Ltd.'s
class A and B notes.  At the same time, S&P has affirmed its
'CCC- (sf)' ratings on the class C, D, and E notes.

The rating actions follow S&P's analysis of the transaction's
performance and the application of its relevant criteria.

Since S&P's July 25, 2014 review, the class A notes have
continued to amortize to 19% of their initial balances.  As a
result, the par coverage increased for the class A and B notes.

The class C, D, and E notes have continued to defer their
interest payments.  In S&P's opinion, the class D and E notes are
undercollateralized.

S&P subjected the capital structure to our cash flow analysis to
determine the break-even default rate (BDR) for each class of
notes at each rating level.  The BDRs represent S&P's estimate of
the level of asset defaults that the notes can withstand and
still fully pay interest and principal to the noteholders.

S&P has estimated future defaults in the portfolio in each rating
scenario by applying its updated corporate collateralized debt
obligation (CDO) criteria.

S&P's analysis shows that the available credit enhancement for
the class A and B notes is now commensurate with higher ratings
than those previously assigned.  Therefore, S&P has raised its
ratings on these classes of notes.

S&P's analysis shows that the available credit enhancement for
the class C, D, and E notes is still commensurate with a 'CCC-'
rating.  S&P has therefore affirmed its 'CCC- (sf)' ratings on
these classes of notes.

EUROMAX VI ABS is a cash flow mezzanine structured finance
collateralized deb t obligation (CDO) of a portfolio that
predominantly consists of mortgage-backed securities.  The
transaction closed in April 2007 and Collineo Asset Management
GmbH manages it.

RATINGS LIST

EUROMAX VI ABS Ltd.
EUR430 mil floating-rate notes
                                         Rating
Class            Identifier              To           From
A                XS0294719082            BBB+ (sf)    BB (sf)
B                XS0294720171            B+ (sf)      CCC+ (sf)
C                XS0294720338            CCC- (sf)    CCC- (sf)
D                XS0294720841            CCC- (sf)    CCC- (sf)
E                XS0294721146            CCC- (sf)    CCC- (sf)



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


MONTE DEI PASCHI: Gov't Seeks Permission for EUR20BB Rescue Plan
----------------------------------------------------------------
Lorenzo Totaro and Ross Larsen at Bloomberg News report that the
Italian government moved closer to a potential rescue of lenders
including Banca Monte dei Paschi di Siena SpA by seeking
permission from parliament to increase the nation's public debt
by as much as EUR20 billion (US$21 billion).

The plan is aimed at providing a backstop to the banking system
"through public guarantees in order to restore their short- and
medium-term lending ability," Bloomberg quotes Finance Minister
Pier Carlo Padoan as saying following a cabinet meeting on
Dec. 19.  Mr. Padoan, as cited by Bloomberg, said the funds could
also be used "for capital-strengthening programs of banks within
recapitalizations that include the sale of shares."

Monte Paschi Chief Executive Officer Marco Morelli is scampering
to find investors to back a private EUR5 billion capital increase
by the end of this year, Bloomberg relays.  Should his efforts
fail, Prime Minister Paolo Gentiloni's cabinet has laid the
groundwork for a state-sponsored cash injection with the possible
sale of government bonds, Bloomberg notes.

Mr. Gentiloni, who took the job this month, was at pains to
describe the steps toward state aid as "precautionary" measures
after the cabinet meeting in Rome, Bloomberg relates.

According to Bloomberg, Quaestio Capital Management, which runs
the Atlante bank-rescue fund, planned to take part in the
securitization of EUR28 billion of troubled loans as part of
Monte dei Paschi's three-stage recapitalization and agreed late
on Monday to the terms for the related bridge loan.

                    About Monte dei Paschi

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.



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


INTELSAT SA: S&P Assigns CC Rating to $750MM Sr. Notes Due 2022
---------------------------------------------------------------
S&P Global Ratings assigned its 'CC' issue-level rating and '6'
recovery rating to Luxembourg-based fixed satellite service
provider Intelsat S.A.'s proposed $750 million 12.5% senior notes
due 2022.  The notes will be issued by newly formed subsidiary
Intelsat Connect Finance S.A., which sits between Intelsat
(Luxembourg) S.A. and Intelsat Jackson Holdings S.A., and
guaranteed by Intelsat (Luxembourg) S.A.  The company plans to
use a combination of the proceeds and cash on hand to fund a
partial exchange of Intelsat (Luxembourg) S.A.'s senior notes.
The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery of principal for lenders in the
event of a payment default.

The 'CC' issue-level rating on Intelsat (Luxembourg) S.A.'s 6.75%
senior notes due 2018, 7.75% senior notes due 2021, and 8.125%
senior notes due 2023 are unchanged.  This debt is subject to the
announced exchange offers and will likely be repurchased at a
significant discount to par.  S&P expects to lower these ratings
to 'D' if and when the exchange of this debt is completed.

The corporate credit rating on Intelsat remains 'SD'.  S&P plans
to raise the corporate credit rating on Intelsat from 'SD' as
soon as possible, mostly likely after the restructuring at
Luxembourg is completed.  At that time, S&P will raise the
corporate rating to a level that will reflect the ongoing risk of
a conventional default, incorporating the company's liquidity,
challenging operating environment, and high leverage post its
restructuring initiatives.

RATING LIST

Intelsat S.A.
Corporate credit rating                           SD/--/--

New Rating
Intelsat Connect Finance S.A.
Senior Unsecured
$750 mil 12.5% sr nts due 2022                   CC
  Recovery Rating                                 6



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


ALG BV: S&P Affirms 'BB-' Rating on First Lien Debt
---------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for ALG Intermediate Holdings B.V. that were
labeled as "under criteria observation" (UCO) after publishing
its revised recovery ratings criteria on Dec. 7, 2016.  With
S&P's criteria review complete, it is removing the UCO
designation from these ratings and are raising the rating on the
company's $75 million second-lien term loan due 2020.  S&P also
revised the recovery rating on this debt to '5' from '6'.  ALG's
first-lien debt remains rated 'BB-' with a '1' recovery rating,
indicating S&P's expectation for very high (90% to 100%) recovery
for lenders in the event of a payment default.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

Ratings List

Upgraded; Recovery Rating Revised
                                       To           From
ALG B.V.
ALG USA Holdings LLC
Senior Secured
  Second Lien                          B-           CCC+
   Recovery Rating                     5L           6


Ratings Affirmed
ALG B.V.
ALG USA Holdings LLC
Senior Secured
  First Lien                            BB-
   Recovery Rating                      1


ARES EUROPEAN VIII: S&P Assigns B- Rating to Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Ares European CLO
VIII B.V.'s class A-1, A-2, B, C, D, E, and F notes.  At closing
the issuer also issued unrated subordinated notes.

The ratings assigned to Ares European CLO VIII's notes reflect
S&P's assessment of:

   -- The diversified collateral pool, which consists primarily
      of broadly syndicated speculative-grade senior secured term
      loans and bonds.

   -- The credit enhancement provided through the subordination
      of cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.

   -- The transaction's legal structure, which is bankruptcy
      remote.

S&P considers that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its
exposure to counterparty risk under S&P's current counterparty
criteria.

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers the transaction's
exposure to country risk to be limited at the assigned rating
levels, as the exposure to individual sovereigns does not exceed
the diversification thresholds outlined in S&P's criteria.

S&P considers that the transaction's legal structure is
bankruptcy remote, in line with its European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

RATINGS LIST

Ares European CLO VIII B.V.
EUR417 mil senior secured fixed- and floating-rate notes
                                                Amount
Class                    Rating                 (mil, EUR)
A-1                      AAA (sf)               218.0
A-2                      AAA (sf)               20.0
B                        AA (sf)                52.8
C                        A (sf)                 26.0
D                        BBB (sf)               21.2
E                        BB (sf)                20.0
F                        B- (sf)                11.2
Sub                      NR                     47.8

NR--Not rated


CAIRN CLO VII: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F Notes
--------------------------------------------------------------
Fitch Ratings has assigned Cairn CLO VII B.V.'s notes expected
ratings, as follows:

EUR203.9 million Class A-1: 'AAA(EXP)sf'; Outlook Stable
EUR10 million Class A-2: 'AAA(EXP)sf'; Outlook Stable
EUR40.8 million Class B: 'AA(EXP)sf'; Outlook Stable
EUR19.7 million Class C: 'A(EXP)sf'; Outlook Stable
EUR17.9 million Class D: 'BBB(EXP)sf'; Outlook Stable
EUR22.4 million Class E: 'BB(EXP)sf'; Outlook Stable
EUR9.1 million Class F: 'B-(EXP)sf'; Outlook Stable
EUR17.65 million Class M-1 Sub: unrated
EUR21.12 million Class M-2 Sub: unrated

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

Cairn CLO VII B.V. (the issuer) is a cash flow collateralised
loan obligation (CLO). Net proceeds from the issuance of the
notes are being used to purchase a EUR350m portfolio of mostly
European leveraged loans and bonds. The portfolio will be managed
by Cairn Loan Investments LLP. The transaction includes a four-
year reinvestment period.

KEY RATING DRIVERS
B' Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B' range. Fitch has public ratings or credit opinions on 69 of
the 70 assets in the identified portfolio. The Fitch weighted
average rating factor of the identified portfolio is 32.2, below
the maximum covenant for assigning the expected ratings of 33.29.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings (RRs) to 69 of the 70
assets in the identified portfolio. The Fitch weighted average
recovery rate of the identified portfolio is 67.0%, above the
minimum covenant for assigning final ratings of 66%.

Limits Set For Obligor Concentration
The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 23% of the portfolio balance.
This covenant ensures that the asset portfolio will not be
exposed to excessive obligor concentration.

Limited Interest Rate Risk Exposure
Between 0% and 5% of the portfolio can be invested in fixed-rate
assets while fixed rate liabilities represent 3.1% of the rated
note balance at origination. Fitch modelled both 0% and 5% fixed-
rate buckets and found that the rated notes can withstand the
interest rate mismatch associated with each scenario.

Documentation Amendments
The transaction documents may be amended subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyse the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings. Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.
If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment. Noteholders
should be aware that the structure considers the confirmation to
be given if Fitch declines to comment.

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


CAIRN CLO VIII: Moody's Assigns (P)B2 Rating to Class F Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Cairn CLO
VII B.V.:

  -- EUR203,900,000 Class A-1 Senior Secured Floating Rate Notes
     due 2030, Assigned (P)Aaa (sf)

  -- EUR10,000,000 Class A-2 Senior Secured Fixed Rate Notes due
     2030, Assigned (P)Aaa (sf)

  -- EUR40,800,000 Class B Senior Secured Floating Rate Notes due
     2030, Assigned (P)Aa2 (sf)

  -- EUR19,700,000 Class C Senior Secured Deferrable Floating
     Rate Notes due 2030, Assigned (P)A2 (sf)

  -- EUR17,900,000 Class D Senior Secured Deferrable Floating
     Rate Notes due 2030, Assigned (P)Baa2 (sf)

  -- EUR22,400,000 Class E Senior Secured Deferrable Floating
     Rate Notes due 2030, Assigned (P)Ba2 (sf)

  -- EUR9,100,000 Class F Senior Secured Deferrable Floating Rate
     Notes due 2030, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2030. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Cairn Loan
Investments LLP ("Cairn Loan Investments"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

Cairn CLO VII B.V. is a managed cash flow CLO. At least 90% of
the portfolio must consist of senior secured loans and senior
secured bonds and up to 10% of the portfolio may consist of
unsecured obligations, second-lien loans, mezzanine loans and
high yield bonds. The bond bucket gives the flexibility to Cairn
CLO VII B.V. to hold bonds if Volcker Rule is changed. The
portfolio is expected to be approximately 60-70% ramped up as of
the closing date and to be comprised predominantly of corporate
loans to obligors domiciled in Western Europe.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 17.65m of subordinated M-1 notes and EUR
21.12m of subordinated M-2 notes, which will not be rated.

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

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Cairn Loan Investments'
investment decisions and management of the transaction will also
affect the notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
October 2016. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

Moody's used the following base-case modeling assumptions:

Par amount: EUR 350,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.00%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8 years.

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints and the current sovereign ratings in
Europe, such exposure may not exceed 10% of the total portfolio.
As a result and in conjunction with the current foreign
government bond ratings of the eligible countries, as a worst
case scenario, a maximum 10% of the pool would be domiciled in
countries with A3. The remainder of the pool will be domiciled in
countries which currently have a local or foreign currency
country ceiling of Aaa or Aa1 to Aa3.

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes:0

Class A-2 Senior Secured Fixed Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes:-1

Class A-2 Senior Secured Fixed Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -2

Class F Senior Secured Deferrable Floating Rate Notes: -2


CARLSON TRAVEL: Moody's Assigns B2 Rating to US$415MM Notes
-----------------------------------------------------------
Moody's Investors Service has assigned a definitive B2 rating to
the USD415 million 6.75% senior secured fixed rate notes due
2023, a definitive B2 rating to the EUR330 million senior secured
floating rate notes due 2023 and a definitive Caa1 rating to the
USD250 million 9.5% senior notes due 2024, issued by Carlson
Travel, Inc. (CTI), the indirect parent of Carlson Wagonlit B.V.
(CWT). The B2 corporate family rating (CFR) and B2-PD probability
of default rating (PDR) remain unchanged. The outlook on all
ratings is negative.

Moody's has assigned definitive ratings following the pricing of
the refinancing transaction on Dec. 9, 2016.

Proceeds from the transaction in addition to USD150 million
equity injection from shareholder Carlson, Inc. (unrated), were
used to (1) refinance existing indebtedness; (2) pay fees and
expenses; (3) repay certain shareholder loans; and 4) for general
corporate purposes.

RATINGS RATIONALE

The B2 CFR reflects: (1) high financial leverage that Moody's
forecasts to be approximately 5.5x as at FY2016, even though the
equity injection from the sponsor results in a reduction in
leverage of approximately 0.4x; (2) Moody's expectation that
leverage will remaining high in light of a challenging operating
environment for business travel which is expected to persist; (3)
negative free cash flow metrics over the next 12-18 months due to
additional capital investment to grow the company's online
platform and hotel offering; and (4) cyclical nature of the
business travel industry and exposure to external shocks.
However, the rating also positively reflects; (1) the group's
leading market position in the Travel Management Company (TMC)
industry; (2) the company's diversified customer base and high
level of client retention at approximately 95% in the 12 months
ended 30 September 2016; (3) a strong track record in managing
its cost base and; (4) further investment in technology which
will improve service offering and enhance the group's business
profile.

Rating outlook

The negative outlook reflects Moody's expectation that operating
performance will remain constrained by a challenging environment
for business travel over the next 12-18 months, and Moody's
expectation that leverage will remain elevated with free cash
flows limited by the costs of business transformation.
Nonetheless Moody's expects that the company will maintain an
adequate liquidity profile and will not make any large debt-
financed acquisitions.

Factors that could lead to an upgrade/downgrade

Near-term upward pressure is unlikely given the negative outlook
but the outlook could be revised to stable if over the next 12-18
months the company stabilises its trading results whilst reducing
leverage on a Moody's adjusted basis sustainably below 5.5x and
maintaining an adequate liquidity profile.

Positive rating pressure could build if CTI decreases its Moody's
adjusted debt/EBITDA ratio sustainably below 4.5x.

Negative rating pressure could arise should CTI operate with
Moody's adjusted debt/EBITDA ratio above 5.5x for a sustained
period of time or if there is a material weakening of the
liquidity profile.

Principal Methodology

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016. Please see
the Rating Methodologies page on www.moodys.com for a copy of
this methodology.

Corporate Profile

Formed in 1997, CWT is a leading global business travel
management company, serving corporations of all sizes as well as
government institutions around the world. CWT operates in nearly
150 countries and territories worldwide, with around 17,200
employees in its wholly owned operations at the end of September
2016. The company provides the following services: (i) Traveller
Services, providing both online and full-service offline travel
bookings for corporate and government clients; (ii) Meetings &
Events Services, assisting clients to create and manage meetings
and events on a cost effective basis; and (iii) Energy, Resources
& Marine Services, offering specialised travel services to the
Oil & Gas Marine services and maritime and drilling exploration
sectors. While the majority of the company's revenue is generated
from transaction processing for clients, the services provided by
the other business units account for a significant proportion of
the value delivered to its clients. CWT also derives around 42%
of its revenues from its suppliers.


INTERXION HOLDING: S&P Affirms 'BB-' Rating on Sr. Sec. Notes
-------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for Interxion Holding N.V. that were labeled
as "under criteria observation" (UCO) after publishing its
revised recovery ratings criteria on Dec. 7, 2016.  With S&P's
criteria review complete, it is removing the UCO designation from
these ratings and are raising the issue rating on Interxion's
super senior revolving credit facility (RCF) to 'BBB-' from
'BB+'.  S&P also revised the recovery rating on the RCF upward to
'1+' from '1'.  S&P affirmed the issue rating on Interxion's
senior secured notes at 'BB-'.  The recovery rating on the notes
is unchanged at '3'.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit rating for Interxion.

Key analytical factors:

   -- Following the publication of S&P's revised recovery ratings
      criteria on Dec. 7, 2016, S&P reviewed the recovery and
      issue ratings on Interxion's debt.  As a result of this
      review, S&P is raising its issue rating on the
      group's EUR100 million super senior RCF to 'BBB-' from
      'BB+'.  The '1+' recovery rating indicates S&P's
      expectation of full recovery in the event of a payment
      default.  In addition, S&P affirmed its 'BB-' issue rating
      on the group's EUR625 million senior secured notes.  The
      recovery rating on this debt is unchanged at '3',
      indicating S&P's expectation of meaningful recovery in the
      lower half of the 50%-70% range in the event of a payment
      default.

   -- S&P's hypothetical default scenario envisages a default
      triggered by oversupply in the colocation industry, leading
      to pricing constraints.

   -- S&P values Interxion as a going concern, given its leading
      market position in Europe's key Internet hubs, and its
      valuable long-term relationships and contracts with a
      diversified and established customer base.  Furthermore,
      S&P's valuation takes into account specific industry
      characteristics, such as moderate barriers to entry and the
      cash-generative nature of the business.

Simulated default assumptions:

   -- Year of default: 2020
   -- Jurisdiction: The Netherlands

Simplified recovery waterfall:

   -- Emergence EBITDA: EUR78 million (capital expenditure set at
      6% of sales to reflect S&P's expectations for minimal
      required capex at emergence from default.  Cyclicality
      adjustment is 0%, in line with the specific industry
      subsegment.  A 10% operational adjustment was further taken
      to reflect prudent emergence EBITDA haircut compared with
      peers in the same rating category)  Multiple: 6.5x
     (adjusted upward by 0.5x to reflect higher growth
      expectations for the data center industry compared with the
      general telecom industry)

   -- Gross recovery value: EUR508 million

   -- Net recovery value for waterfall after admin expenses (5%):
      EUR483 million

   -- Estimated priority claims (asset-backed lending or other):
      EUR50 million

   -- Estimated first-lien debt claim: EUR88 million*

   -- Value available for first-lien claim: EUR433 million

   -- Recovery range: 100%

   -- Recovery rating: 1+

   -- Estimated second-lien debt claim: EUR644 million*

   -- Value available for second-lien claim: EUR344 million

   -- Recovery range: 50-70% (in the lower half of the range)

   -- Recovery rating: 3

*All debt amounts include six months of prepetition interest.


OZLME BV: S&P Assigns B- Rating to Class F Notes
------------------------------------------------
S&P Global Ratings assigned its credit ratings to OZLME B.V.'s
class A, B, C, D, E, and F floating-rate notes.  At closing,
OZLME also issued an unrated subordinated class of notes.

OZLME is a European cash flow collateralized loan obligation
(CLO), securitizing a portfolio of primarily senior secured euro-
denominated leveraged loans and bonds issued by European
borrowers.  Och-Ziff Europe Loan Management Ltd. is the
collateral manager.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event.  Following
this, the notes permanently switch to semiannual payments.  The
portfolio's reinvestment period ends approximately four years
after closing.

S&P's ratings reflect its assessment of the collateral
portfolio's credit quality, which has a weighted-average 'B+'
rating.  S&P considers that the portfolio at is well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds.  Therefore, S&P has
conducted its credit and cash flow analysis by applying its
criteria for corporate cash flow collateralized debt obligations.

In S&P's cash flow analysis, it used the EUR400 million target
par amount, a weighted-average spread (4.10%), a weighted-average
coupon (5.00%), and a weighted-average recovery rates at each
rating level.  S&P applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability
rating category.

Citibank N.A., London branch is the bank account provider and
custodian.  The documented downgrade remedies are in line with
S&P's current counterparty criteria.

Following the application of S&P's nonsovereign ratings criteria,
S&P considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels.  This is
because the concentration of the pool comprising assets in
countries rated lower than 'A-' is limited to 10% of the
aggregate collateral balance.

The issuer is bankruptcy remote, in accordance with S&P's
European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

RATINGS LIST

OZLME B.V.
EUR413.00 Million Senior Secured Floating-Rate Notes And
Subordinated Notes

Class              Rating            Amount
                                   (mil. EUR)

A                  AAA (sf)          230.00
B                  AA (sf)            63.00
C                  A (sf)             24.00
D                  BBB (sf)           17.00
E                  BB (sf)            25.00
F                  B- (sf)            12.00
Sub                NR                 42.00

Sub--Subordinated loan.
NR--Not rated.



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


CAIXA ECONOMICA: New Series Issuance No Impact on Fitch Rating
--------------------------------------------------------------
Fitch Ratings says there is no impact on Caixa Economica Montepio
Geral's (Montepio, B/Stable/B) mortgage covered bonds (Obrigacoes
Hipotecarias, OH) programme's 'A'/Stable rating from the issuance
of the Series 7 and Series 8. However, Fitch has revised the 'A'
breakeven overcollateralisation (OC) up to 18.0% (from 17.5%) and
it is now equal to the contractual OC.

The two series were issued following the redemption of Series 2,
totalling EUR1 billion, taken place on Dec. 16, 2016. Both series
have a EUR500 million notional; they have a six years (Series 7)
and ten years (Series 8) maturity. The programme features a
conditional pass-through amortisation profile.

The primary driver for the 'A' breakeven OC continues to be the
unchanged credit loss component of 7.9%. This is followed by the
asset disposal loss of 5.3% (from 4.8%) and the cash flow
valuation of 5.0% (from 4.6%). The increase in both components
results from the new floating rate series, which contributed in
slightly increasing the weighted average (WA) spread of the
liabilities to 0.8% from 0.77%. The WA life of the liabilities,
including the modelled maturity extension, is also increasing to
6.9 years from previous 6.3 as opposed to the stressed 5.3 years
WA life of the assets in a high prepayment scenario, which is the
worst case driving the results for the programme.

The mortgage covered bonds are rated nine notches above
Montepio's Long-Term Issuer Default Rating (IDR) of 'B'. This is
based on an IDR uplift of two notches, a payment continuity
uplift of six notches and a recovery uplift of two notches. In
addition, the 'A' covered bonds rating is constrained by the
contractual OC of 18%, which supports timely payments up to a
'BBB+' tested rating on a probability of default basis and
offsets credit loss in a 'A' stress scenario, leading to a
further a two-notch recovery uplift.

Fitch's breakeven OC for a given covered bond rating will be
affected by, among other factors, the profile of the cover assets
relative to outstanding covered bonds, which can change over time
even in the absence of new issuance. Therefore, the breakeven OC
for a covered bonds rating cannot be assumed to remain stable
over time.



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


FINPROMBANK JSCB: Liabilities Exceed Assets, Assessment Shows
-------------------------------------------------------------
The provisional administration of JSCB FINPROMBANK (PJSC)
appointed by virtue of Bank of Russia Order No. OD-3145, dated
September 19, 2016, following the revocation of its banking
license, in the course of examination of the bank's financial
standing has revealed that the value of JSCB FINPROMBANK (PJSC)
assets did not exceed RUR15.9 billion, while its liabilities to
creditors amounted to RUR39.5 billion, according to the press
service of the Central Bank of Russia.

The key reason explaining the insufficiency of the bank's assets
to satisfy creditors' claims to the fullest extent is the
evidence revealed by the provisional administration.  The latter
specifically established the facts of siphoning the bank's assets
by issuing invariably non-repayable loans and conducting
transactions to replace loan debt with illiquid securities of
non-resident companies with unsatisfactory financial standing and
bad reputation in the market, and also by the replacement of
liquid securities with illiquid accounts receivable of insolvent
companies.

On October 24, 2016, the Moscow Arbitration Court decided to
recognize JSCB FINPROMBANK (PJSC) insolvent (bankrupt) and
initiate bankruptcy proceedings, with the state corporation
Deposit Insurance Agency appointed as a receiver.

The Bank of Russia submitted information on financial operations
bearing the evidence of criminal offence conducted by JSCB
FINPROMBANK (PJSC) former management and owners to the Prosecutor
General's Office of the Russian Federation, the Russian Ministry
of Internal Affairs and the Investigative Committee of the
Russian Federation for consideration and procedural decision
making.


FORUS BANK: Placed on Provisional Administration, License Revoked
-----------------------------------------------------------------
The Bank of Russia, by its Order No. OD-4618, dated December 19,
2016, revoked the banking license of Nizhny Novgorod-based credit
institution Joint-Stock company Fora - Opportunity Russian Bank
(JSC FORUS Bank) from December 19, 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, decrease in bank equity capital below the minimum
value of the authorized capital established as of the date of the
state registration of the credit institution and considering
repeated application of measures envisaged by the Federal Law "On
the Central Bank of the Russian Federation (Bank of Russia)".

JSC FORUS Bank had low quality assets and inadequately assessed
the loan portfolio and risks assumed.  As a result of complying
with the requirements of the supervisory body regarding creation
of adequate provisions, the bank has lost a significant part of
its equity capital.  The management and owners of the bank did
not take effective measures to bring its activities back to
normal and under such circumstances, in accordance with Article
20 of the Federal Law "On Banks and Banking Activities", the Bank
of Russia revoked its banking license.

The Bank of Russia, by its Order No. OD-4619, dated December 19,
2016, appointed a provisional administration to JSC FORUS Bank
for the period until the appointment of a receiver pursuant to
the Federal Law "On 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.

JSC FORUS Bank 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.  The 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 no more than RUR1.4 million per
depositor.

According to the financial statements, as of December 1, 2016,
JSC FORUS Bank ranked 374th by assets in the Russian banking
system.


KOSTROMA REGION: Fitch Affirms 'B+/B' Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Russian Kostroma Region's Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'B+',
National Long-Term Rating at 'A-(rus)' and Short-Term Foreign
Currency IDR at 'B'. The Outlook on the Long-Term Ratings is
Stable. Kostroma region's outstanding senior unsecured domestic
bonds have also been affirmed at 'B+' and 'A-(rus)'.

The affirmation reflects Fitch's unchanged base case scenario
regarding the region's continuous direct risk growth and expected
improvement of operating performance over the medium term.

KEY RATING DRIVERS

The 'B+' ratings reflect Kostroma's high direct risk, modest
economic indicators and a weak institutional framework for
Russian sub-nationals. The ratings also reflect the region's
material proportion of low-cost budget loans, Fitch expectation
of a narrowing budget deficit and an improving operating margin.

Fitch projects Kostroma's direct risk will reach 105% of current
revenue by end-2018 (2015: 97%), due to expected continuing
budget deficits. Direct risk amounted to RUB19.6 billion at
November 1, 2016, moderately up from RUB17.7 billion at end-2015.
The region is among the most indebted Russian regions and its
debt metrics are weaker than the 'B+' peer median. Direct debt
will likely remain moderate at 67% (2015: 56%) of current revenue
as Fitch expect the region will continue to benefit from ongoing
state support in the form of low-cost budget loans. Fitch project
the proportion of budget loans will remain high at about 40% of
direct risk in 2016-2018.

As with most Russian regions, Kostroma is exposed to refinancing
risk, which stems from its reliance on one-year bank loans. The
region's debt repayment schedule is concentrated in 2017-2018,
when 80% of direct risk is due, including RUB7.2 billion bank
loans, RUB4.2 billion budget loans and RUB0.9 billion of domestic
bonds. Kostroma is considering issuing long-term domestic bonds
in 2017 to re-finance maturing bank loans, which will lengthen
its debt maturity profile and diversify its funding sources.

"We forecast Kostroma's deficit before debt variation will
gradually narrow to 6%-7% of total revenue over 2016-2018 from a
high average 14% in 2013-2015, due to extensive cost-cutting in
operating and capital expenditure. Fitch expect the region to
follow the strict cost control policy imposed by the Ministry of
Finance as a condition for granting state support to the regional
government," Fitch says.

Performance for 10M16 was in line with Fitch's expectation.
Kostroma has collected 83% of its budgeted revenue and incurred
81% of its planned expenditure for the year. This resulted in an
intra-year deficit of RUB2.5 billion and Fitch forecasts a full-
year deficit of RUB2.1 billion in 2016 as the bulk of capex was
already implemented during the year.

Fitch projects that Kostroma's operating balance will further
improve to 5%-7% of operating revenue in the medium term, from
2.9% in 2015 and 0.2% in 2014. However, the operating balance
improvement will not be sufficient to cover increasing interest
expenses, leading to a continuing negative current balance over
the medium term.

The region's fiscal flexibility remains low. Its tax-raising
ability is limited by the modest size of the region's tax base
and limited autonomy in setting tax rates. Operating revenue is
weighed down by a sluggish national economy, while most of
Kostroma's expenditure is social-oriented and, hence, rather
rigid.

The region's economic profile is weaker than the average Russian
region. Gross regional product (GRP) per capita was 77% of the
national median in 2014 (latest available data). Based on the
region's estimates GRP continues to decline by 0.6% in 2016
(2015: 4.6% decline), in line with the national economic trend.
The regional administration expects the local economy to return
to mild GRP growth in 2017.

Russia's institutional framework for sub-nationals is a
constraint on the region's ratings. Frequent changes in the
allocation of revenue sources and in the assignment of
expenditure responsibilities between the tiers of government
hamper the forecasting ability of local and regional governments
(LRGs) in Russia.

RATING SENSITIVITIES

Improvement in the operating balance towards 10% of operating
revenue and stabilisation of direct risk below 100% of current
revenue on a sustained basis could lead to an upgrade.

Inability to curb debt growth, accompanied by persistent
refinancing pressure and a negative operating balance, would lead
to a downgrade.


NIZHNIY NOVGOROD: Fitch Affirms 'BB-/B' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Russian City of Nizhniy Novgorod's
Long-Term Foreign and Local Currency Issuer Default Ratings
(IDRs) at 'BB-'and Short-Term Foreign Currency IDR at 'B'. The
agency has also affirmed the city's National Long-Term Rating at
'A+(rus)'. The Outlook on the Long-Term Ratings is Stable.

The affirmation reflects Fitch's unchanged base case scenario
regarding Nizhniy Novgorod's weak operating balance, and
increasing direct risk driven by an ongoing deficit before debt
variation over the medium term.

KEY RATING DRIVERS

The ratings reflect the city's moderate direct risk, albeit with
a concentrated repayment schedule, a low operating balance that
is insufficient to cover interest payments and a weak
institutional framework for Russian sub-nationals. The ratings
also factor in a diversified local economy and potential support
from Nizhniy Novgorod Region (BB/Negative/B).

Fitch expects the city's current balance to remain negative over
the medium-term, weighed down by growing direct debt and high
interest rates on the domestic capital market. At the same time,
Fitch is projecting a modest recovery of the operating margin to
2%-3% over 2016-2018, after a close to zero margin during 2014-
2015. This is based on Fitch's expectation that the
administration will keep operating expenditure growth below
operating revenue growth.

Fitch expects the city will record a budget deficit at around 6%
of total revenue, which is in line with 2015's levels. For 10M16,
the administration collected 74% of its full-year budgeted
revenue and incurred 78% of its expenditure budget. This led to
an interim RUB1.6 billion deficit, which is in line with Fitch
expectations of close to a RUB1.8 billion full-year deficit.

Fitch expects direct risk will grow to RUB9.5 billion at end-
2016, from RUB8.2 billion at end-2015. Nevertheless, direct debt
remains moderate by international standards and should stay below
50% of current revenue until end-2018.

Historically, the City of Nizhniy Novgorod's debt had been
dominated by one-year bank loans, which led to ongoing
refinancing pressure. In 2016, the city has contracted several
three-year bank loans totaling RUB5.9 billion (73% of total debt
stock as of December 1, 2016), extending its debt repayment
profile till 2019 and mitigating refinancing pressure.

The city has no repayments until 2017 when it has to refinance
RUB2 billion of short-term bank loans and RUB0.1 billion of
subsidised budget loans, which represented 25% of total debt
stock as of December 1, 2016. Another refinancing peak is in
2019, when the city is expected to repay RUB5.9 billion of bank
loans. Fitch expects the city to be able to refinance its
maturing liabilities, due to its access to domestic financial
markets.

The city has a population of 1.3 million and is the capital of
Nizhniy Novgorod Region, one of the top 15 Russian regions by
gross regional product, which provides an industrialised and
diversified tax base. The city receives negligible general-
purpose financial aid from the region as its fiscal capacity is
stronger than the average municipality in the region. Fitch
forecasts a 0.4% decline of national GDP in 2016, which in turn
will weigh on the city's economic and budgetary performance.

The City of Nizhniy Novgorod's credit profile remains constrained
by the weak institutional framework for local and regional
governments (LRGs) in Russia. Russia's institutional framework
for LRGs has a shorter record of stable development than many
international peers. The predictability of Russian LRGs'
budgetary policy is hampered by the frequent reallocation of
revenue and expenditure responsibilities among government tiers.

RATING SENSITIVITIES

A downgrade may result from a further increase of the city's
direct risk, driven by short-term financing, to above 60% of
current revenue, and weak budgetary performance with a continuing
negative current balance.

An upgrade may result from direct debt stabilising at below 50%
of current revenue, coupled with a lengthening of the debt
maturity profile and improvement of budgetary performance with a
positive current balance on a sustained basis.


SME BANK: Moody's Cuts Long-Term Debt & Deposit Ratings to Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded SME Bank's long-term
local currency debt and deposit ratings to Ba2 from Ba1, as well
as the bank's Baseline Credit Assessment (BCA) and adjusted BCA
to b2 from b1. The bank's short-term foreign currency deposit
rating of Not-Prime, the long-term foreign currency deposit
rating of Ba2 and the Counterparty Risk Assessments of
Ba1(cr)/Not-Prime(cr) were affirmed. The outlook on all the
bank's long-term global scale ratings remains negative.

RATINGS RATIONALE

The rating action is triggered by the recently increased failures
of small and mid-sized Russian banks that led to impairment of
SME Bank's assets and translated into BCA downgrade to b2 from
b1.

Following the increased number of failures in the Russian banking
system, SME Bank's problem loans (individually impaired loans to
banks and customers) peaked at 15.2% of its gross loans as of 30
September 2016 (YE2015: 7.1%; YE2014: 3.7%). Historically, low
recovery rates on this asset class points to a very high
likelihood that SME Bank will have to notably increase loan loss
reserves on these problem exposures from the current level of
RUB10 billion (11.4% of gross loans) in the next 12 months.
Moody's estimates additional credit losses of up to one third of
the bank's regulatory Tier 1 (N1.1), creating substantial risk of
its rapid erosion from the currently high level of 15.0% (1
November 2016). This deterioration in assets and increased
likelihood of capital erosion has led the rating agency to
reassess the bank's solvency metrics and downgrade the BCA to b2
from b1.

While Moody's assessment of very high government support remains
unchanged and continues to translate into three notches of uplift
for the long-term debt and deposit ratings, the downgrade of SME
Bank's BCA by one notch led to a corresponding downgrade of the
bank's local currency long-term ratings to Ba2 from Ba1.

Moody's negative outlook on SME Bank's long-term debt and deposit
ratings is driven by both (i) the sovereign rating outlook and
(ii) high vulnerability of SME Bank's solvency metrics to the
continuing failures of small and mid-sized Russian banks.

SME Bank's long-term Counterparty Risk Assessment of Ba1(cr) and
long-term foreign currency deposit ratings of Ba2 are affirmed as
these were not sensitive to the BCA downgrade or already
constrained by the sovereign ceilings.

WHAT COULD MOVE THE RATINGS UP/DOWN

The outlook on SME Bank's deposit ratings could be changed to
stable in case of stabilisation of the sovereign outlook combined
with improved granularity of the loan portfolio that is
accompanied by improvements in credit risk management and
successful business diversification to profitable business
segments.

SME Bank's deposit ratings could be downgraded in case of a
sovereign downgrade or were its solvency metrics to continue
deteriorate.


VNESHPROMBANK: Seeks Bankruptcy Protection Under U.S. Laws
----------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Vneshprombank, once
among Russia's 40 largest, seeks protection under U.S. laws to
aid in Moscow-based wind-down of creditor claims and to deal with
lawsuits over whether several New York-based LLCs were created in
order to purchase real estate using client funds.

The bank had its license revoked in January 2016, more than year
after Russia's central bank put administrator in charge due to
liquidity concerns and the bank's owner was arrested on suspicion
of "large scale fraud", Bloomberg relates, citing court papers.
Since then, 11,000 claimants have sought RUB230 billion,
Bloomberg discloses.

According to Bloomberg, court papers say the bank, which
specialized in lending to midsize and large businesses, had
clients included country's elite and members of Russian Orthodox
Church.

A Panamanian company has sued New York LLCs, which "on
information and belief" were set up by the bank's owner to
purchase New York real estate using client funds, Bloomberg
relays.


VOLOGDABANK JSC: Placed on Provisional Administration
-----------------------------------------------------
The Bank of Russia, by its Order No. OD-4612, dated December 19,
2016, revoked the banking license of Vologda-based credit
institution Joint-stock Company Vologdabank (JSC Vologdabank)
from December 19, 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, capital adequacy below 2%, decrease in equity
capital below the minimal amount of the authorized capital
established as of the date of the state registration of the
credit institution, and given the repeated application within the
past year of supervisory measures envisaged by the Federal Law
"On the Central Bank of the Russian Federation (Bank of Russia)".

JSC Vologdabank implemented high-risk lending policy connected
with placement of funds into low-quality assets.  In addition,
the credit institution accounted for non-existent assets and
presented statements, which disguised the bank's real financial
standing, to the Bank of Russia.  As a result of meeting, the
supervisor's requirements on creating provisions adequate to the
risks assumed, JSC Vologdabank lost its equity capital.  The
management and owners of the bank did not take measures to
normalize its activities.  In these circumstances, pursuant to
Article 20 of the Federal Law "On Banks and Banking Activities",
the Bank of Russia revoked the banking license from the credit
institution.

The Bank of Russia, by its Order No. OD-4613, dated December 19,
2016, appointed a provisional administration to JSC Vologdabank
for the period until the appointment of a receiver pursuant to
the Federal Law "On 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.

JSC Vologdabank is a member of the deposit insurance system.  The
revocation of banking license is an insured event envisaged by
Federal Law No. 177-FZ "On Insurance of Household Deposits with
Russian Banks" regarding the bank's obligations on deposits of
households determined in accordance with the legislation.  This
Federal Law provides for the payment of insurance indemnity to
the bank's depositors, including individual entrepreneurs, in the
amount of 100% of their balances but not exceeding the total of
RUR1.4 million per depositor.

According to the financial statements, as of December 1, 2016,
JSC Vologdabank ranked 429th by assets in the Russian banking
system.



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


ABENGOA SA: Abeinsa U.S. Plans Confirmed
----------------------------------------
Delaware Bankruptcy Judge Kevin J. Carey confirmed Abeinsa
Holding Inc. and its affiliates' Chapter 11 plans.

"Before me for consideration is confirmation of the Debtors'
Modified First Amended Plans of Reorganization and Liquidation, a
critical component to the global reorganization of Abengoa, S.A.
("Abengoa" or "Parent").  The debtors have resolved virtually all
objections to confirmation of the Plan. Only two remain: the
United States Trustee's objection concerns the breadth of the
"debtor releases" and the "third-party releases," the other is by
Portland General Electric Company ("PGE"), an Oregon public
utility, who has raised almost every conceivable classic
confirmation objection to the Plan," Judge Carey wrote in his
Opinion on Confirmation of the Debtors' Modified First Amended
Plan of Reorganization and Liquidation dated Dec. 14.

"The only thing missing from the PGE objection is the proverbial
kitchen sink," he said.

"I conclude that the Plan meets the requirements for confirmation
and the objections filed by PGE and the US. Trustee are
overruled. The parties are directed to confer and to submit an
order confirming the Plan, under certification, consistent with
this Opinion," he ruled.

According to a Reuters report, PGE argued the plan violated U.S.
bankruptcy law, which requires a shareholder to relinquish its
entire investment if creditors are not paid in full.  PGE is
involved in litigation with an Abengoa affiliate over a botched
power plant project and its lawyer, Al Smith, Esq.,, argued the
various bankrupt Abengoa affiliates hold more cash than the
parent is investing to retain control.  "Every penny that is
going into this plan, which is purportedly from Abengoa, is
coming from the debtors themselves," Mr. Smith told Reuters.

In another Reuters report, the U.S. Trustee argued that the Plan
violates the law by shielding the Spanish renewable energy parent
from lawsuits.  Aside from criticizing the broad releases from
lawsuits, the U.S. Trustee said Abengoa's plan to retain an
equity stake in Abeinsa even though the U.S. unit's creditors are
not being paid in full violates the U.S. Bankruptcy Code.  The
U.S. Trustee said the U.S. reorganization may also fail to
provide "sufficient, or sufficiently convincing" financial
information and may not meet feasibility requirements, the report
further related.

According to Judge Carey, the record in the case supports a
conclusion that the New Value Contribution meets the requirements
for the new value exception; that is, it is new, substantial,
money or money's worth, necessary for a successful reorganization
and reasonably equivalent to the interest being retained.

The Court's opinion noted that the Debtors argue the Holders of
Allowed Equity Interests are providing the New Value Contribution
in exchange for retaining or reinstating their Equity Interests.
As a result of negotiations between the Debtors and the
Creditors' Committee, which were protracted, arm's-length and, at
times, contentious), the New Value Contribution has increased
from $21.5 million in the initial plan to $38 million.

In a court filing on Dec. 7, the Debtors told the Court that
prior to the negotiations with the Committee, they committed to
obtain from Parent new value in the amount of $21.5 million and
$3 million to fund pursuit of litigation claims.  As a result of
the Committee's negotiations, the Committee obtained a
significant increase in the consideration for unsecured creditors
in the form of the New Value Contribution.  While the ultimate
value of the shared assets is uncertain at this time, the amount
of the New Value Contribution has increased from $21.5 million in
the Initial Plan, to $38 million plus certain other items in the
Amended Plan, an increase of 78%.

In a declaration filed with the Court, William H. Runge, III,
Managing Director of Alvarez & Marsal North America, LLC, said,
"The Parent (Abengoa S.A.) will contribute $23 million in Cash,
with respect to the EPC Reorganizing Debtors, which funding stems
from the financing that is anticipated to be provided by the New
Money Financing Providers in connection with the MRA, which
includes the following: (i) Cash to fund the EPC Reorganization
Distribution in the amount of $20 million, (ii) the first $28
million of Litigation Trust Causes of Action, following an
advance of $3 million to the Litigation Fund to prosecute such
claims (provided, however, that the $3 million of recoveries
resulting from the prosecution of the Litigation Trust Causes of
Action will revert back to the parent at such time as the
Litigation Trust has obtained a net recovery on the Litigation
Trust Causes of Action of more than $28 million dollars
($28,000,000).) In addition, the Parent is gifting proceeds of
Solar (i) $6.5 million for a Surety Reserve to beneficiaries of
Holders of Allowed Claims in EPC Reorganizing Debtors Class 6
(Debt Bonding Claims) and Solar Reorganizing Debtor Class 6 (Debt
Bonding Claims); and (ii) an additional $4 million with respect
to the EPC Reorganizing Debtors. Additionally, the Parent will
contribute $750,000 under each of the EPC Liquidating Plan and
the Bioenergy and Maple Liquidating Plan, and shall gift from the
proceeds of Solar an additional $1 million dollars for the EPC
Liquidating Plan."

Alvarez & Marsal has been engaged by Abengoa S.A., the ultimate
parent of the Abeinsa Debtors, since December 2015 to provide an
array of services to Abengoa Parent and its subsidiaries within
and outside the United States.

PGE argues that the New Value Contribution is not "new," claiming
that $30 million of the funds used to pay the New Value
Contribution come from Solar, which is 100% owned by EPC
Reorganizing Debtors.  PGE argues the funds already belong to the
EPC Reorganizing Debtors.

Judge Carey said this argument has no support in the record.  He
said the record reflects that Solar, which is not an EPC
Reorganizing Debtor, but is the subject of a separate,
stand-alone plan, is contributing only $11.5 million of new
value.   Even if this portion of the New Value Contribution were
excised, the remaining portion of the contribution is sufficient
to satisfy the exception, Judge Carey held.

Judge Carey noted that Mr. Runge's declaration provides that the
New Value Contribution represents approximately 8% of the amount
of Allowed General Unsecured Claims against the EPC Reorganizing
Debtors.  "It is essential to the successful reorganization of
the EPC Reorganizing Debtors, as it is the only source of
material cash consideration available to provide recoveries to
creditors."

Mr. Runge also testified that the New Value Contribution exceeds
any potential value of the Equity Interests, which likely have
little or no economic value.

Mr. Runge testified that: "[M]y review of the books and records
of the EPC Reorganizing Debtors and their operating histories
leaves me with the impression that, without the New Value
Contributions and going forward financial and operating support
of the Abengoa Group, the EPC Reorganizing Debtors would have no
value, and should be liquidated.  As such, absent the New Value
Contribution, the Equity Interests in the EPC Reorganizing
Debtors have no or de minimis market value, because without
remaining part of the Abengoa Group, the EPC Reorganizing
Debtors' Estates would have little or no value and would be
liquidated."

According to Judge Carey, the New Value Contribution must be
viewed in the context of the Plan, including all four of the sub-
plans, and the Spanish proceedings as a whole.  Without it, the
Plan cannot be confirmed and liquidation of the EPC Reorganizing
Debtors would result in less than 1% payment, especially when
holders of the guaranty claims of approximately $6.8 billion
would be entitled to share in the distribution to holders of
unsecured claims.

No contrary evidence was offered by PGE, Judge Carey said.

A copy of Judge Carey's Opinion is available at:

          http://bankrupt.com/misc/deb16-10790-1033.pdf

On Dec. 7, the Debtors filed with the Court an amended Chapter 11
Plan and a blacklined copy of that Plan reflecting all changes
made to the Plan since it was filed on Dec. 2.  The blackline
reflects changes made to address concerns raised by certain
objecting parties, as well as to reflect the terms of the
Debtors' negotiations with the Official Committee of Unsecured
Creditors.

A blacklined copy of the Amended Plan is available at:

          http://bankrupt.com/misc/deb16-10790-0991.pdf

                      About Abeinsa Holding

U.S. units of Abengoa S.A., namely Abeinsa Holding Inc., Abengoa
Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial
Supplies LLC, Abener Construction Services LLC, Abeinsa Abener
Teyma General Partnership, Abener Teyma Mojave General
Partnership, Abener Teyma Inabensa Mount Signal Joint Venture,
Teyma USA & Abener Engineering and Construction Services General
Partnership, Teyma Construction USA, LLC, Abener North America
Construction L.P., and Inabensa USA, LLC, filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on
March 29, 2016.  The petitions were signed by Javier Ramirez as
treasurer.  They listed $1 billion to $10 billion in both assets
and liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

DLA Piper LLP (US) represents the Debtors as counsel.  Prime
Clerk serves as the Debtors' claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq.,
and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's
Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and
M. Shane Johnson, Esq.

                        About Abengoa S.A.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors.  Abengoa is
one of the world's top builders of power lines transporting
energy across Latin America and a top engineering and
construction business, making massive renewable-energy power
plants worldwide.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company faced a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.


CASER SA: Moody's Hikes IFS Rating to Ba1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has upgraded the insurance financial
strength rating (IFSR) of Caser S.A. to Ba1 from Ba2. The outlook
changes to stable from positive.

RATINGS RATIONALE

The upgrade of the IFSR to Ba1 reflects the improvements in
Caser's credit fundamentals as a result of (i) a de-risked
investment portfolio and (ii) diminished reliance on the Spanish
savings banks for the distribution of its insurance products.

As concerns the investment portfolio, Caser has continued
reducing its exposure towards Spanish saving banks' investments,
primarily in the form of deposits, resulting in an improvement of
its high risk assets ("HRA"; the sum of all investments other
than investment grade bonds and mortgage loans divided by
shareholders' equity) to 67.6% at YE2015 from 128.5% at YE2014.
In addition, the insurer's fixed income quality has also improved
significantly with a weighted average of Baa2 at year-end 2015,
driven by an increased exposure to Spanish sovereign debt (Baa2
stable; c.58% of investments at YE2015).

With respect to distribution, Caser's reliance on channels
controlled by its shareholding savings banks has also decreased
over the past years to 56% of total premiums (5M2016) from 65%
(2013). Moody's expects this ratio to decrease further in the
medium term, although bancassurance is likely to remain the main
distribution channel over the next 1-2 years.

Caser's Ba1 IFSR continues to be constrained by its linkages with
its main long-term shareholders -- Liberbank (LT bank deposit B1
stable, BCA b1), Unicaja Banco (LT bank deposit Ba3 stable, BCA
b1), Ibercaja Banco SA (LT bank deposit B1 stable, BCA b1), and
BMN (unrated) -- primarily in terms of ownership and
distribution.

Caser is the 10th largest insurance group in Spain; in 2015, the
group reported lower premiums by 11% year on year to around
EUR1.29 billion, driven by a significant reduction in life
premiums (down by 26%), which was somewhat offset by a marginal
increase in P&C premiums (up by 1%) -- which contribute for
around 64% of total premiums. The decrease in premiums resulted
from the impact of low-interest rates on savings sales and the
loss of bancassurance agreements. More positively, the insurer
reported a 12% growth rate in premiums for the 9M2016 vs. 9M2015
(source: ICEA), primarily due to a strong growth in corporate
clients and to rising sales of life products. Moody's believes
that by year end, Caser's premiums will likely show a double-
digit growth, with the non-life segment particularly benefitting
from the generally more favourable macroeconomic conditions in
Spain.

Notwithstanding the reduction in total premiums in 2015, Caser's
profits improved given the absence of investment losses and other
negative one-offs that characterised the previous years. The
company's net income (net of minority interests) rose to EUR64.5
million in 2015 (2014: EUR52.4 million; 2013: EUR19 million) and
the non-life combined ratio further down improved to 90% in 2015
from 92% in 2014 and 94% in 2013. Moody's expects further
improvement in the future as a result of Caser's cost savings
program and increase in premiums in 2016.

OUTLOOK

The stable outlook for the rating reflects Moody's expectation of
(i) HRA and investment exposure to Caser's shareholding banks (as
a percentage of shareholders' equity) remaining at or below the
levels reported at YE2015 and (ii) a stabilisation of Caser's
premiums, with growth rates aligned to those of the overall
Spanish insurance market and supported by Spain's improving
macroeconomic conditions.

The most relevant downside risk to the stable outlook is the loss
of bancassurance agreements existing between Caser and its
shareholding savings banks. The consolidating process involving
the Banking industry in Spain is still ongoing and possible
mergers among saving banks are still likely. The loss of
bancassurance agreements would adversely impact the issuer's
distribution capabilities and geographic reach, its premium
growth and ultimately its profitability.

RATINGS DRIVERS

Upward pressure on the IFSR could occur as a result of:

  -- Further reduction of the investment exposure to Caser's
     banking shareholders

  -- Change in shareholders' structure with less dependency on or
     material improvement in the credit profile of Caser's main
     bank shareholders

  -- Growth in top-line premiums, with growth rates at least
     aligned with those of the overall Spanish insurance market

  -- Increasing diversification of its distribution channels
     outside bancassurance to 60% of premiums

Conversely, downward pressure may result in case of:

  -- High risk assets as a percentage of shareholders' equity
     rising to above 100% and/or the concentration to investments
     in Caser's bank shareholders in relation to shareholders'
     equity rising above 70%

  -- Substantial deterioration in Caser's market position with
     significant declines in premiums to levels consistent with a
     market share below 2%

  -- Sustained deterioration in Caser's economic capitalisation
     with fully-loaded Solvency II coverage ratio decreasing
     below 110%

  -- A credit deterioration on Caser's main bank shareholders'
     debt and BCA

LIST OF AFFECTED RATINGS

The following rating has been upgraded with outlook changed to
stable from positive:

  Caser S.A. -- insurance financial strength rating upgraded to
                Ba1 from Ba2


PYMES SANTANDER 6: S&P Lowers Rating on Class C Notes to D
----------------------------------------------------------
S&P Global Ratings took various credit rating actions in Fondo de
Titulizacion de Activos PYMES SANTANDER 6.

Specifically, S&P has:

   -- Raised to 'A (sf)' from 'B+ (sf)' its rating on the class B
      notes;

   -- Lowered to 'D (sf)' from 'CC (sf)' its rating on the class
      C notes; and

   -- Affirmed its 'A (sf)' rating on the class A notes.

PYMES SANTANDER 6 is a securitization of a static portfolio of
secured and unsecured receivables granted to the Spanish self-
employed and small and midsize enterprises (SMEs) that Banco
Santander S.A. originated.  The transaction closed in November
2013.

                          CREDIT ANALYSIS

S&P has used its European SME collateralized loan obligation
(CLO) criteria to assess the portfolio's average credit quality.
In S&P's opinion, the credit quality of the portfolio is 'ccc',
based on the factors:

   -- S&P's qualitative originator assessment on Banco Santander
      is moderate.

   -- Spain's banking industry country risk assessment (BICRA) is
      5.

   -- S&P has not received any internal scoring data on the
      securitized portfolio or the originator's loan book.

S&P used its 'ccc' average credit quality assessment of the
portfolio to generate its 'AAA' scenario default rate (SDR) of
80%.

"We have calculated the 'B' SDR, based primarily on our analysis
of historical SME performance data and our projections of the
transaction's future performance.  We have reviewed the
portfolio's historical default data, and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness. As a result of this analysis, our 'B' SDR is
19%," S&P said.

S&P interpolated the SDRs for rating levels between 'B' and 'AAA'
in accordance with S&P's European SME CLO criteria.

                       CASH FLOW ANALYSIS

S&P subjected the capital structure to various cash flow stress
scenarios, incorporating different default patterns and interest
rate curves, to determine the rating level, based on the
available credit enhancement for the class A notes under S&P's
European SME CLO criteria.

S&P addressed the basis risk related to the lack of hedging by
decreasing the average margin received from the loans.

At each liability rating level, S&P assumed a weighted-average
recovery rate (WARR) by taking into consideration the asset type
(secured/unsecured) and the country recovery grouping and
observed historical recoveries.

As a result of this analysis, S&P's WARR assumption in an 'A'
rating scenario is 18%.

                          COUNTRY RISK

S&P's unsolicited long-term foreign currency rating on Spain is
'BBB+'.

"In our opinion, the class A and B notes have sufficient credit
enhancement to withstand the severe stresses that we apply under
our sovereign default stress test.  Additionally, under our
structured finance rating above the sovereign criteria (RAS
criteria), SMEs have a moderate sensitivity to country risk.
Therefore, the class A notes can be rated up to four notches
above the rating on the sovereign," S&P said.

                         COUNTERPARTY RISK

S&P considers the transaction's documented replacement mechanisms
to adequately mitigate its exposure to counterparty risk under
S&P's current counterparty criteria.  The minimum rating required
for the bank account provider to be considered eligible under the
transaction documents is 'BBB'.  Since the transaction's exposure
to counterparty risk is considered to be limited under S&P's
current counterparty criteria, the maximum potential rating on
the notes is 'A (sf)'.

Following the results of its analysis, S&P believes the available
credit enhancement for the class A notes is still commensurate
with the currently assigned rating.  S&P has therefore affirmed
its 'A (sf)' rating on the class A notes.

S&P's analysis also indicates that the available credit
enhancement for the class B notes is now commensurate with a
higher rating than previously assigned.  S&P has therefore raised
to 'A (sf)' from 'B+ (sf)' its rating on the class B notes.

S&P has lowered to 'D (sf)' from 'CC (sf)' its rating on the
class C notes due to a missed timely payment of interest in line
with S&P's criteria.

RATINGS LIST

Fondo de Titulizacion de Activos PYMES SANTANDER 6
EUR408 mil asset-backed floating-rate note
                                           Rating
Class             Identifier               To          From
A                 ES0314698004             A (sf)      A (sf)
B                 ES0314698012             A (sf)      B+ (sf)
C                 ES0314698020             D (sf)      CC (sf)



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


DTEK BV: Affiliate Files Chapter 15 Bankruptcy Petition
-------------------------------------------------------
Andrew Scuria at The Wall Street Journal reports that wracked by
instability in Ukraine, a private energy giant owned by one of
the Eastern European county's wealthiest men is seeking a U.S.
bankruptcy court's assistance to execute a debt restructuring
scheme developed overseas.

According to the Journal, an affiliate of DTEK BV, Ukraine's
largest privately held energy company, filed papers in the U.S.
Bankruptcy Court in New York on Dec. 16 seeking protection under
Chapter 15 of the bankruptcy code, which covers foreign
insolvencies and debt restructurings.

DTEK's sole shareholder is billionaire Rinat Akhmetov, who
controls it through his System Capital Management investment
firm, the Journal relays, citing court papers.

The energy group, which owes roughly US$2.17 billion in debt
mostly denominated in U.S. dollars, euros and Russian rubles,
operates a vertical production chain to serve residential, public
sector and industrial end-users in Ukraine, the Journal
discloses.  Due to its "poor financial position," it missed a
combined US$37.8 million interest payments to bondholders in the
spring, and it had also defaulted on US$748 million in bank debt
as of September 30, the Journal says, citing an affidavit
submitted to the bankruptcy court by board member Johan Bastin.

DTEK has a negotiated restructuring deal in the U.K. under that
nation's so-called scheme of arrangement, akin to restructuring
under chapter 11 in the U.S., the Journal states.  But Mr. Bastin
said the energy company needs Chapter 15 to protect it from
"potential disruption" by dissenting creditors, the Journal
notes.

According to the Journal, Mr. Bastin pinned the blame for DTEK's
financial decline on the "rapid deterioration of geopolitical,
social and economic conditions" in Ukraine following
Mr. Yanukovych's ouster, Russia's subsequent annexation of Crimea
and a more-than two-year conflict between Ukrainian government
forces and Russian-backed separatists in Ukraine's east.

The only creditors affected by the debt restructuring are holders
of $750 million in 7.875% bonds and $160 million in 10.375% bonds
that come due in 2018, the Journal says.  A fairness hearing on
the transaction is scheduled for Dec. 21, the Journal discloses.

If the foreign scheme is then recognized in New York, it would
become binding in the U.S., the Journal states. The debtor is
represented by Latham & Watkins in the chapter 15 case, which has
been assigned to U.S. Bankruptcy Judge Sean Lane, according to
the Journal.

DTEK is the largest privately-owned vertically-integrated energy
company in Ukraine.

                             *   *   *

On May 20, 2016, the Troubled Company Reporter-Europe reported
that Moody's Investor Service downgraded the probability of
default rating of DTEK ENERGY B.V (DTEK) to D-PD from Ca-PD. At
the same time, Moody's affirmed DTEK's corporate family rating
(CFR) Ca rating and also the Ca rating of DTEK Finance Plc's $750
million 7.875% notes due April 4, 2018 with a loss given default
(LGD) assessment of LGD4/50%. The outlook on all ratings remains
negative.

As reported by the Troubled Company Reporter-Europe on March 14,
2016, Fitch Ratings downgraded Ukraine-based DTEK Energy B.V.'s
Long-term Issuer Default Rating (IDR) to 'RD' (Restricted
Default) from 'C', as Fitch understands from management that the
company is in the payment default under several bank loans due to
uncured expiry of the grace period on some bank debt.


VAB BANK: NBU Initiates Criminal Case Against Owner, Officials
--------------------------------------------------------------
The Interfax-Ukraine News Agency reports that Prosecutor
General's Office in Kyiv (PGO) has opened a criminal case over
embezzlement on an especially large scale against possible
unlawful actions of officials of insolvent VAB Bank and its owner
Oleh Bakhmatiuk.  According to the report, the businessman denies
the accusations, believes it a prearranged PR stunt of the head
of the National Bank of Ukraine (NBU) and calls on the central
bank to find a compromise to really return funds to depositors.

"The NBU welcomes the actions of PGO and hopes that soon criminal
cases will be opened against other heads and owners of insolvent
banks that violated law," the NBU said on Dec. 12, the news
agency relates.

The report says the criminal case was opened under an initiative
of the NBU, and the investigation department of the National
Police in Kyiv will carry out the pretrial investigation.

Bakhmatiuk told Interfax-Ukraine by phone that he believes that
the new accusations are the continuation of the prearranged PR
stunt by NBU Governor Valeriya Gontareva.

"She is absolutely not interested in finishing the conflict and
returning the funds. Her goal is to liquidate the company
[Ukrlandfarming with Avangard listed on the London Stock
Exchange]," the report quotes Bakhmatiuk as saying.

He said that in two years law enforces, including the National
Police, Security Service of Ukraine (SBU) investigated into a
large number of criminal cases linked to VAB Bank, and it was
established that Bakhmatiuk is not guilty, Interfax-Ukraine
relates.

"These cases are volumes of questioning and examinations. They
proved that I am not guilty. Most of them have been closed. If
the new case is opened, according to the criminal procedure code
it is to be closed," Bakhmatiuk, as cited by Interfax-Ukraine,
said.

Interfax-Ukraine relates that the businessman said that he again
proposed to the NBU to find a compromise for the real increase of
payments under the bank's liabilities, but his proposals are left
without response.

"The Individuals Deposit Guarantee Fund does not oppose these
proposals. I would say that even the NBU does not oppose, but
Gontareva opposes them," he said.



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


KING & WOOD: European Arm May Enter Administration Next Month
-------------------------------------------------------------
Max Walters at Law Gazette reports that the European arm of
Asia-focused City firm King & Wood Mallesons is expected to go
into administration in January.

The firm, which is around GBP30 million in debt, has been
courting potential takeover offers but the Gazette reported on
Dec. 14 that some of these had failed.

A spokesperson declined to confirm reports that administrators
will be called in on Jan. 16, the Gazette notes.

Major firms including Reed Smith and Mayer Brown are thought to
be in talks with several KWM partners about lateral moves while
the firm is also examining the possibility of transferring
training contracts to other firms, the Gazette discloses.

A KWM spokesperson told the Gazette, "We continue to work with
our financial advisers to explore all available options and, in
the interim, speculation and rumor serve no positive purpose.  As
soon as we are in a position to confirm further details, we will
of course do so."

Earlier this year, the Gazette reported that KWM would be cutting
15% of partners in its Europe and Middle East practice, the
Gazette recounts.

There were hopes that the Chinese arm of the business might bail
out the European and Middle East arm, the Gazette states.  That
option foundered last month however, leaving a rescue merger as
only viable remaining option, the Gazette relays.

                   About King & Wood Mallesons

King & Wood Mallesons is a multinational law firm headquartered
in Hong Kong.

With more than 2,200 lawyers and $1 billion in revenue, King &
Wood Mallesons is a product of two large scale mergers: in 2012,
China's King & Wood PRC Lawyers merged with Mallesons Stephen
Jaques of Australia, and then what became King & Wood Mallesons
merged with SJ Berwin of the United Kingdom in 2013.

KWM is the first and only global law firm based in Asia and is
the largest law firm headquartered outside of the United States
or European Union.  It is the 6th largest firm in the world by
number of lawyers and one of the top thirty by revenue.

The firm's Chinese, Australian and UK divisions each maintain
separate finance units but operate under a single brand name.

                       European Arm's Woes

KWM's European and Middle East (EUME) operation as of November
2016 had 130 partners and more than 500 lawyers altogether.  Its
offices in Europe and the Middle East are London, Cambridge,
Madrid, Brussels, Luxembourg, Milan, Paris, Frankfurt, Munich,
Dubai and Riyadh.  In 2015, the division accounted for 27 percent
of the firm's global revenue.

The Australian, Chinese, Hong Kong portions of KWM are
financially separate and have different management from the
European operations.

KWM Europe faced cash flow issues because of a slowdown in
business and partner defections.  In 2016, it was unable to make
timely payments to partners.

The firm subsequently announced a plan to inject $18 million of
capital by raising it from partners.  But the recapitalization
plan failed due to a number of partner departures.  Among those
who jumped ship are managing partner Rob Day and its head of
investments practices Michael Halford, left.

On Nov. 10, 2016, the firm announced that KWM global managing
partner Stuart Fuller would step down and that a process was
underway to select a new leader.

On Nov. 16, 2016, KWM announced a proposed bail-out, under which
the Chinese division agreed to infuse GBP14 million of additional
capital to KWM Europe, provided that 60% of partners agree to a
12 month "lock-in" and provide some additional capital.  However,
insufficient partners committed to the deal.

By the end of November 2016, KWM announced that it was
considering a range of strategic options, including a merger of
the European division.

In early December 2016, reports say that KWM Europe was in
negotiations to enter pre-packaged administration proceedings in
the UK.

KWM Europe announced on Dec. 9, 2016, that it has received "a
number of indicative purchase offers."


KING & WOOD MALLESONS: Dentons Drops From Merger Talks
------------------------------------------------------
Suevon Lee, writing for Bankruptcy Law360, reported that Dentons
has withdrawn from discussions to take over King & Wood
Mallesons' troubled European arm, leaving only a handful of
parties left to snatch up all or part of the business, a source
close to Dentons said, confirming media reports.  Though the firm
was once in contention to acquire a large portion of KWM Europe,
the British legal magazine LegalWeek said the firm was no longer
pursuing that avenue as of last week.

In a separate report, Mr. Lee said that a day after Dentons
pulled out of the hunt for King & Wood Mallesons' Europe and
Middle East arms, Reed Smith LLP is trying to snap up partners
looking for a new home, the firm confirmed to Law360.

"I can confirm that discussions are at an early stage," Reed
Smith's Europe & Middle East managing partner Tamara Box said in
a statement, the report said.

                   About King & Wood Mallesons

King & Wood Mallesons is a multinational law firm headquartered
in Hong Kong.

With more than 2,200 lawyers and $1 billion in revenue, King &
Wood Mallesons is a product of two large scale mergers: in 2012,
China's King & Wood PRC Lawyers merged with Mallesons Stephen
Jaques of Australia, and then what became King & Wood Mallesons
merged with SJ Berwin of the United Kingdom in 2013.

KWM is the first and only global law firm based in Asia and is
the largest law firm headquartered outside of the United States
or European Union.  It is the 6th largest firm in the world by
number of lawyers and one of the top thirty by revenue.

The firm's Chinese, Australian and UK divisions each maintain
separate finance units but operate under a single brand name.

                       European Arm's Woes

KWM's European and Middle East (EUME) operation as of November
2016 had 130 partners and more than 500 lawyers altogether.  Its
offices in Europe and the Middle East are London, Cambridge,
Madrid, Brussels, Luxembourg, Milan, Paris, Frankfurt, Munich,
Dubai and Riyadh.  In 2015, the division accounted for 27 percent
of the firm's global revenue.

The Australian, Chinese, Hong Kong portions of KWM are
financially separate and have different management from the
European operations.

KWM Europe faced cash flow issues because of a slowdown in
business and partner defections.  In 2016, it was unable to make
timely payments to partners.

The firm subsequently announced a plan to inject $18 million of
capital by raising it from partners.  But the recapitalization
plan failed due to a number of partner departures.  Among those
who jumped ship are managing partner Rob Day and its head of
investments practices Michael Halford, left.

On Nov. 10, 2016, the firm announced that KWM global managing
partner Stuart Fuller would step down and that a process was
underway to select a new leader.

On Nov. 16, 2016, KWM announced a proposed bail-out, under which
the Chinese division agreed to infuse GBP14 million of additional
capital to KWM Europe, provided that 60% of partners agree to a
12 month "lock-in" and provide some additional capital.  However,
insufficient partners committed to the deal.

By the end of November 2016, KWM announced that it was
considering a range of strategic options, including a merger of
the European division.

In early December 2016, reports say that KWM Europe was in
negotiations to enter pre-packaged administration proceedings in
the UK.

KWM Europe announced on Dec. 9, 2016, that it has received "a
number of indicative purchase offers."


PAG MANAGEMENT: Court Enters Winds Up Order
-------------------------------------------
A Manchester-based company that operated a business rates
mitigation scheme for clients has finally been wound-up after it
withdrew an appeal to close the business in the public interest.

The High Court in Manchester ordered the winding up of PAG
Management Services Ltd on Oct. 9, 2015, after it was found to
have operated a scheme that relied on an abuse of insolvency
legislation. The order was suspended pending an appeal lodged by
the company, but that appeal was formally dismissed on November
15, 2016 at the company's request.

Two associated companies, complicit in the operation of the
scheme, Ashburton Solutions Ltd and Beacon Property Solutions
Ltd, were also wound-up in the public interest.

The scheme operated by PAG Management Services Ltd worked as
follows:

  -- special purpose vehicle companies, such as Ashburton
     Solutions Ltd and Beacon Property Solutions Ltd, were formed
     and controlled by PAG Management Services Ltd

  -- each special vehicle company would sign a number of leases,
     typically 20, relating to empty commercial properties. Each
     lease was for a nominal rent and contained a clause that
     enabled the property owner to terminate the lease on 7-days
     notice

  -- immediately after signing the leases, the special vehicle
     company would be placed into members' voluntary liquidation
     with the result that the properties leased to the special
     vehicle company became exempt from business rates otherwise
     payable

  -- the terms of the lease enabled the owner of the property to
     remove the property from the scheme in the event that a
     genuine, rent-paying tenant was subsequently found, at which
     point the new tenant would become liable for the business
     rates

PAG Management Services generated substantial income by charging
its clients -- the owners of the empty commercial properties -- a
proportion of the business rates saved whilst the property
remained in the scheme. The investigation found that, during the
18-month period to March 2013, PAG Management Services Ltd
generated fee income of GBP1.8 million from its clients and that,
during the same period, business rates totaling GBP6.4 million
were avoided by property owners as a consequence of the scheme's
operation.

During the trial of the winding up petition, the Court heard
evidence that the scheme operated by PAG Management Services Ltd
continued to expand beyond March 2013 and that, by March 2015,
the business rates being avoided by use of the scheme were
estimated to be in the region of GBP12 million per year.

After a full trial of the winding up petition, the Court found
the true objective of the voluntary liquidations engineered by
PAG Management Services Ltd was to act as a shelter for the
leases that were created so PAG Management Services Ltd could
earn fees as a result and that this was a misuse of the
insolvency legislation.

In his judgement, the Vice Chancellor Mr Justice Norris held
that:

". . . there is a clear public interest in ensuring that the
purpose of liquidations is not subverted, as I consider it is by
treating a company in liquidation as a shelter (and seeking to
prolong its continuation as such). This misuse of the insolvency
legislation demonstrates a lack of commercial probity. In its own
way it also "subvert[s] the proper functioning of the law and
procedures of bankruptcy."

Commenting on the case, Colin Cronin, Investigation Supervisor at
the Inslvency Service, said:

"The Court has found unacceptable schemes such as that operated
by PAG Management Services Ltd which seek to use the insolvency
legislation for purposes other than the collection, realisation
and distribution of assets.

"These proceedings show that the Insolvency Service will act
robustly to ensure that the UK's insolvency regime functions
properly and that action is taken against companies which seek to
subvert that proper functioning of the legislation."

PAG Management Services Ltd was incorporated on Aug. 24, 2011.
The company's registered office is at Alliance House, Westpoint
Enterprise Park, Clarence Avenue, Trafford Park, Manchester, M17
1QS.

Ashburton Solutions Ltd was incorporated on July 13, 2011. The
company was placed into Members' Voluntary Liquidation on
Dec. 13, 2011 and the liquidation was subsequently converted to a
Creditors' Voluntary Liquidation on May 3, 2013. The joint
liquidators of the company are Gemma Louise Roberts and Lisa Jane
Hogg of Wilson Field Ltd and the company's registered office is
at The Manor House, 260 Ecclesall Road South, Sheffield, S11 9PS.

Beacon Property Solutions Ltd was incorporated on Oct. 3, 2011.
The company was placed into Members' Voluntary Liquidation on
April 3, 2012 and the liquidation was subsequently converted to a
Creditors' Voluntary Liquidation on May 3, 2013. The joint
liquidators of the company are Gemma Louise Roberts and Lisa Jane
Hogg of Wilson Field Ltd and the company's registered office is
at The Manor House, 260 Ecclesall Road South, Sheffield, S11 9PS.

The Petitions to wind-up PAG Management Service Ltd, Ashburton
Solutions Ltd and Beacon Property Solutions Ltd were presented
under s124A of the Insolvency Act 1986 on Dec. 12, 2013.
Following a contested trial between March 10 and 17, 2015,
judgement was given on Aug. 9, 2015, and the companies were wound
up on Oct. 9, 2015. The effect of the winding up order in
relation to PAG Management Services Ltd was stayed pending the
outcome of an appeal, which was subsequently dismissed by consent
on Nov. 15, 2016. The Official Receiver has been appointed as
liquidator of all three companies.


TEAM ROCK: Enters Administration Following Financial Woes
---------------------------------------------------------
BBC News reports that more than 70 people have been laid off
following the collapse of South Lanarkshire-based rock music
media firm Team Rock Ltd.

Administrators were called in after the firm got into financial
difficulties, BBC relates.

A total of 27 staff in High Blantyre and 46 in London have been
made redundant, BBC discloses.  A further seven staff --
including four in High Blantyre -- will be retained "in the short
term" to assist the administrators, BBC notes.

The company, which has now ceased trading, generated annual
turnover of more than GBP6 million, BBC states.

According to BBC, administrators at FRP Advisory are now seeking
buyers for the business's magazine titles and other assets.

Joint administrator Tom MacLennan --
tom.macLennan@frpadvisory.com -- said Team Rock had traded at a
loss "for a significant period of time", BBC relates.

He added: "The company explored every option to secure the long-
term future of the business, however the constraints on the cash
position of the business were such that administration was the
only viable option.

"The administration presents an excellent opportunity to acquire
high profile rock music titles, products and brands that have a
substantial global following.

"The brands and assets could appeal to a music publishing
business looking to expand its portfolio, or an entrepreneur that
sees the potential for developing the brands."

Team Rock ran a stable of rock music magazines as well as the
website www.teamrock.com.  Titles and brands include Classic
Rock, Metal Hammer, Prog, the Golden Gods Awards and the Classic
Rock Awards.


                            *********

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

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

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


                 * * * End of Transmission * * *