TCREUR_Public/140731.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Thursday, July 31, 2014, Vol. 15, No. 150

                            Headlines

C Y P R U S

BANK OF CYPRUS: Archbishop Urges Investors to Reject Share Sale


C Z E C H   R E P U B L I C

NEW WORLD: Court Orders Creditors to Vote on Debt Restructuring


G E R M A N Y

PHOTON HOLDING: Aachen Court Opens Main Insolvency Proceedings
ZWEIBRUECKEN AIRPORT: Declares Insolvency; Seeks Investor


I R E L A N D

BANK OF IRELAND: Fitch Raises Subordinated Debt Rating to 'B+'
ELVA FUNDING 2004-8: S&P Withdraws BB Rating on US$9.996MM Notes


L U X E M B O U R G

DEVIX MIDCO: S&P Assigns 'B' Long-Term Corporate Credit Rating
TIGERLUXONE SARL: S&P Assigns 'B' Long-Term Corp. Credit Rating


N E T H E R L A N D S

CONTEGO CLO I: S&P Lowers Rating on Class E Notes to 'B-'
HERBERT PARK: Fitch Affirms 'B-sf' Rating on Class E Notes


N O R W A Y

LOCK LOWER: Moody's Assigns '(P)B2' Corporate Family Rating
LOCK LOWER: S&P Assigns 'B+' Counterparty Rating; Outlook Stable


P O R T U G A L

BANCO COMERCIAL PORTUGUES: Moody's Affirms 'B1' Debt Rating
BANCO COMERCIAL: S&P Raises Counterparty Credit Rating to 'B+'
COMBOIOS DE PORTUGAL: Moody's Hikes Corporate Family Rating to B2
MADEIRA: Moody's Upgrades Long-term Issuer Rating to 'B1'


R U S S I A

EXPOTOUR: Halts Operations Over Financial Problems


S P A I N

BBVA CAPITAL: Moody's Affirms 'Ba3(hyb)' Preferred Stock Rating
CATALUNYA BANC: Moody's Puts 'B3' Rating on Review for Upgrade
GAS NATURAL: Moody's Assigns 'B2' Corporate Family Rating
NCG BANCO: S&P Lowers Counterparty Rating to 'B'; Outlook Stable


S W I T Z E R L A N D

BARRY CALLEBAUT: S&P Revises Outlook to Stable & Affirms BB+ CCR


U N I T E D   K I N G D O M

GELTSDALE BREWERY: Goes Into Administration
GREAT HOUGHTON SCHOOL: In Administration, MP Saddened
PETRA DIAMONDS: Investors Sells 43MM Shares After Administration
UNIPART AUTOMOTIVE: In Administration; Five Jobs Affected


U Z B E K I S T A N

UZPROMSTROYBANK: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable


                            *********


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C Y P R U S
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BANK OF CYPRUS: Archbishop Urges Investors to Reject Share Sale
---------------------------------------------------------------
Kerin Hope and Andreas Hadjipapas at The Financial Times report
that the archbishop of Cyprus has taken the unusual step of
urging thousands of small investors in the island's biggest bank
to reject a EUR1 billion share sale agreed with international
fund managers and the European Bank for Reconstruction and
Development when it comes up for approval next month at an
extraordinary general meeting of shareholders.

According to the FT, the intervention is aimed at protecting
almost 90,000 "old" shareholders of Bank of Cyprus who took a hit
last year when large depositors were forced to convert a sizeable
chunk of their savings into shares as part of an international
rescue package, and now face further dilution if the private
placement goes ahead.

"We have seen mistakes piled upon mistakes and illegalities on
top of illegalities (during the bank's restructuring),"
Archbishop Chrysostomos, head of the (eastern) Orthodox Church of
Cyprus, told state radio on Tuesday.

"All Bank of Cyprus shareholders, old and new, are called on to
vote against the planned capital increase unless the bank agrees
to restore the old shareholders along the lines of our
proposals," the FT quotes the archbishop, who serves on the board
of a Bank of Cyprus shareholder pressure group, as saying.

The Orthodox church was one of the biggest single shareholders in
the bank before the island's financial collapse, controlling a
stake of about 3% and several seats on the bank's board, the FT
notes.

Kypros Chrysostomides, legal adviser to the old shareholders,
said they wanted the value of their shares to be restored through
the recognition of a EUR1.8 billion profit made by Bank of Cyprus
from its takeover of Laiki Bank, the island's second-largest
lender which collapsed last year, the FT relays.

The EUR1 billion share sale agreed on Monday is designed to shore
up the bank's capital ratio ahead of this year's European asset
quality review and stress tests, the FT states.

Bank of Cyprus is a major Cypriot financial institution.  In
terms of market capitalization of 350 million in March 2013, it
is the country's biggest bank.  As of September 2012, the bank
held a 26.7% share of the Cypriot deposit market and a 22.5%
share of the Cypriot loan market, making it the largest bank in
Cyprus.  The Bank of Cyprus Group employs 11,326 staff worldwide.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on July 8,
2014, Fitch Ratings upgraded Bank of Cyprus Public Company Ltd.'s
(BoC) Long-term Issuer Default Ratings (IDR) to 'CC' from 'RD'
and Hellenic Bank Public Company Limited's (HB) Long-term IDR to
'CCC' from 'RD'.  Fitch has also upgraded the two banks' Short-
term IDR to 'C' from 'RD'.  At the same time, the agency affirmed
BoC's Viability Rating (VR) at 'cc' and HB's VR at 'ccc'.  Fitch
said the upgrades of BoC's and HB's IDRs follow the lifting of
legal restrictions imposed by the Central Bank of Cyprus on the
free movement of capital within Cyprus on May 30, 2014.  In
particular, capital controls on bank deposits within the country
no longer apply.



===========================
C Z E C H   R E P U B L I C
===========================


NEW WORLD: Court Orders Creditors to Vote on Debt Restructuring
---------------------------------------------------------------
Julie Miecamp at Bloomberg News reports that a U.K. court ordered
creditors of New World Resources Plc to vote on an EUR825 million
(US$1.1 billion) debt restructuring plan that will help the
company avoid bankruptcy.

According to Bloomberg, a London judge ruled on Monday that
holders of NWR's senior secured bonds and senior unsecured notes
will vote separately at the end of August under a U.K. legal
procedure known as a scheme of arrangement.  It requires NWR to
get the backing of at least 75% of each class of creditors,
Bloomberg notes.

Czech billionaire Zdenek Bakala, the majority owner of NWR, is
seeking approval to cut debt by 45% and increase the number of
shares 25 fold, Bloomberg discloses.

NWR said in a July 2 statement that the restructuring plan
includes raising EUR150 million from a share sale, with the new
equity representing 96% of the total and current shares
outstanding making up the remaining 4%, Bloomberg recounts.  The
company, as cited by Bloomberg, said that in addition to losses
on unsecured debt, owners of secured bonds will book a 25%
reduction in the value of their holdings.

New World Resources Plc is the largest Czech producer of coking
coal.



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


PHOTON HOLDING: Aachen Court Opens Main Insolvency Proceedings
--------------------------------------------------------------
Sandra Enkhardt and Edgar Meza at PV Magazine report that the
District Court of Aachen has opened the main insolvency
proceedings against Photon Holding due to its inability to meet
its liabilities.

Preliminary proceedings began in June at the request of a
creditor, PV Magazine relates.

The District Court of Aachen opened insolvency proceedings
against German publishing group Photon Holding GmbH on July 23,
PV Magazine recounts.

The court listed the reasons for the move as Photon's inability
to pay as well as its indebtedness, PV Magazine discloses.  The
German company's assets include industry magazines Photon
International and the German Photon Das Solarstrom-Magazin, PV
Magazine states.

The court said that the opening of insolvency proceedings
followed a request by a creditor filed in December, PV Magazine
relays.  The court has appointed attorney Andreas Schmitz as
Photon's insolvency administrator, PV Magazine relates.

Creditors can register their claims with the administrator by
September 15, PV Magazine says.  The court has furthermore
scheduled a creditors meeting for October 15, in which the
progress of the insolvency proceedings will be discussed, PV
Magazine discloses.  The court statement said that a hearing on
the possible termination of proceedings is also possible if it is
found that Photon has insufficient assets, PV Magazine notes.

Photon, as cited by PV Magazine, said the Aachen District Court
opened preliminary insolvency proceedings for the company due to
a tax obligation to the tax office of Aachen.

Photon Holding is the parent company of Photon Publishing GmbH,
which produces several solar magazines and websites.


ZWEIBRUECKEN AIRPORT: Declares Insolvency; Seeks Investor
---------------------------------------------------------
Air Transport World reports that Germany's Zweibruecken Airport
has announced insolvency, but will continue operations because
agreements have been reached with airlines, clients and
suppliers.

Insolvency administrator Jan Markus Plathner has been quoted by
several German media outlets as saying the collapse of the
airport had been avoided, but the search for a potential investor
is urgent, ATW relates.  Talks with possible investors have
already begun, ATW discloses.

Zweibruecken Airport, which has 67 employees, is mainly used for
leisure flights to leading European tourism destinations.
According to the airport's website, it offers 28 weekly flights
during the summer season.



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


BANK OF IRELAND: Fitch Raises Subordinated Debt Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings has affirmed Bank of Ireland's (BOI) and Allied
Irish Banks, plc's (AIB) Long-term Issuer Default Ratings (IDRs)
at 'BBB' with Negative Outlooks and Short-term IDRs at 'F2'.

At the same time, Fitch has upgraded BOI's Viability Rating (VR)
to 'bb-' from 'b+' and AIB's VR to 'b+' from 'b-'.  BOI's 100%-
subsidiary, Bank of Ireland (UK) Limited (BOI UK) has been
assigned a VR at 'bb-'.

The upgrades of BOI and AIB's VRs are supported by ongoing
improvements to Fitch's expectations of the banks' return to
profitability in 2014, providing them with enhanced capital
flexibility in a benign operating environment.  The VRs also
consider BOI's and AIB's weak, albeit improving, asset quality
and loan book concentrations to real estate.  AIB's VR benefits
from a sizeable tranche of government-held perpetual preference
shares and we expect a significant proportion of these preference
shares to convert into equity.  Fitch considers that additional
external capital may be difficult to access after this has been
used.

KEY RATING DRIVERS - IDRs AND SENIOR DEBT, SRs, SUPPORT RATING
FLOORS

The affirmation of BOI's and AIB's IDRs, senior debt ratings,
Support Ratings (SR) and Support Rating Floors (SRF) reflects
Fitch's view that there would be a high probability of support
from the Irish authorities if required.  Fitch considers support
to be even stronger in the short term, resulting in the banks'
Short-term IDRs being affirmed at 'F2', which is the higher of
two potential Short-term ratings mapping to their 'BBB' Long-term
IDRs.  However, the Negative Outlooks on the IDRs reflect our
view that the support propensity may weaken over time as progress
is made in implementing the legislative and practical aspects of
enabling an effective bank resolution framework, which would also
result in a downgrade of the SRs and SRFs.  Any downgrade of the
Irish sovereign rating, which is highly unlikely in the near
term, would also likely be reflected in negative rating action on
BOI and AIB.

RATING SENSITIVITIES - IDRs, SRs, SUPPORT RATING FLOOR AND SENIOR
DEBT

BOI and AIB's IDRs, SRs, SRFs and senior debt ratings are
sensitive to any change in Fitch's assumptions about the on-going
availability of extraordinary sovereign support for the banks.
Of these, the greatest sensitivity is to a weakening of support
propensity in respect of further progress being made in
addressing both the legislative and the practical impediments to
effective bank resolution.  Where SRFs are assigned, Fitch's base
case is that sufficient progress is likely to have been made for
banks' Support Ratings to be downgraded to '5' and SRFs to be
revised downwards to 'No Floor' by late-2014 or in 1H15.  The
timing will be influenced by Fitch's continuing analysis of
progress made on bank resolution and could also be influenced by
idiosyncratic events, for example should there be risks to the
availability of sovereign support for a bank that is likely to
meet the conditions for resolution during 2014, whether as part
of an asset quality review or another event.

The banks' SRFs would be revised down and their SRs, IDRs and
senior debt ratings downgraded if Fitch concludes that potential
sovereign support had weakened relative to its previous
assessment.  Given BOI's and AIB's VRs, any downgrades of the
banks' Long-term IDRs and senior debt ratings relating to a
revaluation of support could be by multiple notches.

KEY RATING DRIVERS - VRs

The VRs of BOI and AIB take into account the banks' steady
progress to profitability, which should provide them with
enhanced capital flexibility and allow for more dynamic capital
planning. Fitch expects that both BOI and AIB will report modest
profits in 2014, which Fitch expects should increase further in
2015, driven by significantly lower impairment charges, supported
by improving net interest income on the back of bank-led lower
funding costs across the sector since 2H12.

Capital flexibility remains key to the Irish banks' recoveries
and we believe that BOI's credit profile is stronger as a result
of its demonstrated access to both the debt and equity capital
markets during 2013.  AIB's VR benefits from a sizeable tranche
of government-held perpetual preference shares and Fitch expects
a significant proportion of these preference shares to convert
into equity.  Fitch considers that additional external capital
may be difficult to access after this has been used.

Both banks have a large stock of NPLs, with BOI reporting an NPL
ratio of 17% at end-2013 and AIB 35%.  Both banks have high
levels of net impaired loans/equity with BOI at 115% while the
ratio for AIB including preference shares is 118%.  However, a
large proportion of this stock relates to property-secured
lending, which has stable to improving values in most cases and
is supported by Ireland's improving macro-economic environment.

Fitch Core Capital (FCC) ratios are low at 6.8% for BOI and 4.7%
for AIB at end-2013 but supported on a transitional regulatory
basis by perpetual preference shares.  At BOI, these perpetual
preference shares added about 230bps to end-2013 core Tier 1
capital and 560bps in AIB.  Fitch considers that a large
proportion of AIB's perpetual preference shares will be converted
in late 2014 or early 2015, after the European Banking Authority
(EBA) stress test and will significantly bolster capital.  The
agency expects that BOI's profit generation over the next two to
three years will support capital-accretive common equity Tier 1
(CET1) and FCC ratios in line with or ahead of fully-loaded Basel
3 requirements.

The VRs of BOI and AIB are non-investment grade.  Fitch considers
that the continued recovery of the Irish banks is dependent on a
persistent supportive macro-environment as they have a higher
vulnerability to adverse changes in business or economic
conditions over time.

BOI UK has a VR of 'bb-', which is the same level as BOI due to
high levels of integration of people, systems and processes
across the group and BOI UK's large (24% of gross loans) relative
to the group.  However, BOI UK has its own funding franchise
through the UK Post Office, better capitalization and better
asset quality by virtue of a more benign operating environment
than parent BOI, which could support ratings upgrades ahead of
the parent.

RATING SENSITIVITIES - VRs

BOI, BOI UK and AIB's VRs take into account Fitch's expectations
of modest internal capital generation through profitability from
2014 and stable and improving asset quality and capital ratios.
The VRs could face negative pressure if any of these expectations
are not met, for example through a material reassessment of asset
quality and capitalization following the AQR and EBA stress test
or if macro-conditions were to reverse and cause further
weakening of asset quality to the extent that impairment charges
would compromise the banks' profitability and hence capital
flexibility.

AIB's VR would also be sensitive to the proportion of perpetual
preference shares converted into equity being materially less
than Fitch expects.  Demonstrated access to equity markets could
support an upgrade of AIB's VR.

Upward potential for these VRs is limited in the near term due to
the extremely large stock of NPLs and high levels of unprovided
impaired loans/equity.  Any positive rating action would need to
follow a material reduction of this tail risk, either through
rehabilitation and curing or through the non-recourse sale of
portfolios of NPLs.

BOI UK could be upgraded in the longer term as the UK environment
is expected to improve faster than Ireland, although BOI UK's VR
would still be linked to the VR of the parent and could be
constrained by it.

KEY RATING DRIVERS AND SENSITIVITIES - GOVERNMENT GUARANTEED
DEBT, COMMERCIAL PAPER

These ratings relate to the guaranteed debt securities that are
yet to mature and remain guaranteed following the withdrawal of
the Eligible Liabilities Guarantee scheme in March 2013.  The
ratings of these instruments are sensitive to the ratings of the
Irish sovereign.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT

The subordinated debt issued by BOI and AIB is rated with
reference to their respective VRs and the performance of these
instruments.  AIB is not paying the discretionary coupons on its
subordinated notes.  The 'C' ratings of these instruments reflect
their non-performance and sustained economic losses with weak
recovery prospects.  BOI's subordinated debt has been upgraded to
'B+' and BOI (UK)'s deferrable subordinated notes guaranteed by
BOI have been upgraded to 'B-' following the upgrade of BOI's VR.
The ratings of all subordinated instruments are primarily
sensitive to any change in the VRs of these institutions.

SUSBIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS AND
SENSITIVITIES

EBS Limited and AIB Group (UK) Plc are owned by AIB and Bank of
Ireland Mortgage Bank is owned by BOI.  All of these subsidiaries
are wholly owned by respective parents, and to varying degrees
are reliant on their parent banks for funding and capital
support. Their IDRs are aligned with their parents', and are
sensitive to the same factors that might drive a change in their
parents' ratings.

The rating actions are as follows:

AIB

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Viability Rating: upgraded to 'b+' from 'b-'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB'
Senior unsecured notes: affirmed at 'BBB'
Short-term debt: affirmed at 'F2'
Commercial Paper: affirmed at 'F2'
Subordinated notes: affirmed at 'C'
Sovereign-guaranteed Long-term notes: affirmed at 'BBB+'

AIB (UK)

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'

EBS

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Senior unsecured notes: affirmed at 'BBB'
Short-term debt: affirmed at 'F2'
Sovereign-guaranteed Long-term notes: affirmed at 'BBB+'

BOI

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Viability Rating: upgraded to 'bb-' from 'b+'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB'
Senior unsecured notes: affirmed at 'BBB'
Short-term debt: affirmed at 'F2'
Subordinated debt: upgraded to 'B+' from 'B'
Sovereign-guaranteed notes: affirmed at 'BBB+'
BOI UK Holdings deferrable subordinated notes guaranteed by BOI:
upgraded to 'B-' from 'CCC'

BOI Mortgage Bank

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'

BOI UK Plc

Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F2'
Viability Rating: assigned at 'bb-'
Support Rating: affirmed at '2'


ELVA FUNDING 2004-8: S&P Withdraws BB Rating on US$9.996MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
Elva Funding PLC's series 2004-7, series 2005-1, and series
2004-8 European synthetic collateralized debt obligation (CDO)
notes.

S&P has withdrawn its ratings on these series of notes following
the application of its 2013 criteria for rating debt based on
imputed promises.  Upon publishing these criteria, S&P applied
its "under criteria observation" (UCO) identifier to those
ratings that could potentially be affected by the criteria.  S&P
has now completed its review of its ratings on these series of
notes and have concluded that they do not comply with S&P's 2013
imputed promises criteria.

S&P's ratings on these series of notes address the timely payment
of principal at final legal maturity.  Since the underlying
collateral backing these series of notes is perpetual and does
not have a fixed legal maturity date, these series of notes do
not comply with our 2013 imputed promises criteria.  Because S&P
is unable to rate these series of notes under its 2013 imputed
promises criteria, it is withdrawing its ratings on them.

Elva Funding's series 2004-7, series 2005-1, and series 2004-8
are European synthetic CDO transactions backed by perpetual
collateral.

RATINGS LIST

Ratings Withdrawn

Class                            Rating             Rating
                                 To                 From

Elva Funding PLC
US$48.297 Million Secured
Variable-Rate Notes
Series 2004-7                   NR                 A-

Elva Funding PLC
US$10 Million Secured
Variable Interest Rate Notes
Series 2005-1                   NR                 BBB-

Elva Funding PLC
US$9.996 Million Secured
Variable Interest Rate Notes
Series 2004-8                   NR                 BB

NR-Not rated.



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


DEVIX MIDCO: S&P Assigns 'B' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Devix Midco SA, the Luxembourg-
registered parent of Nemera and Centor, a France-based
manufacturer of rigid plastic packaging and delivery solutions
for the health care industry.

At the same time, S&P assigned its 'B' issue rating to the senior
secured first-lien facilities, comprising a US$415 million
first-lien term loan due in 2021 and a US$65 million undrawn
committed revolving credit facility (RCF).  The recovery rating
on these facilities is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery prospects for lenders in the event
of a payment default.

S&P also assigned its 'CCC+' issue rating to the US$140 million
senior secured second-lien term loan due 2022.  The recovery
rating on the second-lien term loan is '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.

The ratings on Devix Midco reflect S&P's assessment of the
group's "fair" business risk profile and "highly leveraged"
financial risk profile, as S&P's criteria define these terms.
Devix Midco comprises the former devices and prescription retail
packaging divisions of Rexam PLC's health care business.  The
devices business now operates under the "Nemera" brand, and the
prescription retail business under "Centor."  On April 30, 2014,
these divisions were acquired by Montagu Private Equity.

"Our business risk profile assessment reflects Devix Midco's
leading position in the health care packaging market, where it
enjoys long-term contracts with leading health care companies,
pharmacies, and wholesalers.  We also take into account the
company's above-average profitability and high cash conversion.
A high proportion of the group's contracts with its customers
include clauses that enable it to pass through any increase in
the cost of raw materials.  This offers Devix Midco some
protection from volatile input costs.  Our assessment is
constrained to a degree by Devix Midco's relatively limited scale
and scope compared with its rated peers, and its singular focus
on plastic packaging for the health care industry," S&P said.

The market for health care packaging is relatively consolidated.
The top players, including Devix Midco, enjoy long-term contracts
with customers.  Packaging usually consists of only a small
portion of a pharmaceutical company or pharmacy's cost.
Companies in the health care industry are risk-averse and prefer
to work with two to four trusted packaging suppliers, whose
products meet tough regulatory requirements.  Contractual pass-
through agreements allow packagers to pass on a large portion of
raw material costs to the customer.  However, given that the
health care industry is dominated by a few big global
pharmaceutical companies and U.S. pharmacies, customer
concentration is high. Customers have significant pricing power
over providers of packaging, especially when renegotiating
contracts.

"We assess Devix Midco's financial risk profile as "highly
leveraged," owing to its high absolute debt burden and private
equity ownership.  This assessment incorporates approximately
$283 million of net shareholder loans in Standard & Poor's-
adjusted debt.  Although these loans lack a cash interest
component, which supports the rating, and the loans are outside
the restricted group, we consolidate them into Devix Midco's
adjusted debt as per our criteria," S&P said.

S&P's base-case operating scenario for Devix Midco in 2014-2016
assumes:

   -- Organic revenue growth of low-to-mid single digits, from
      solid volume growth in own-intellectual property(IP)
      products and contractual manufacturing in the devices
      division, and flat or slightly negative revenues in the
      prescription retail division.

   -- EBITDA margins that remain at about 20%.  S&P expects
      EBITDA margins to improve in the devices division due to
      the growth in own-IP products--although this will be offset
      by a lower share from the higher-margin prescription retail
      division.

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

   -- An adjusted ratio of debt to EBITDA of between 9.2x-9.7x in
      2014-2016 (about 6x excluding shareholder convertible
      debt).

   -- Adjusted funds from operations (FFO) to debt below 2% (8%
      excluding shareholder convertible debt) over the next three
      years.

   -- FFO cash interest coverage of about 2x.

The stable outlook reflects S&P's view that Devix Midco's credit
metrics will remain commensurate with a "highly leveraged"
financial risk profile assessment in the near term.  S&P's base
case assumes consistent positive free operating cash flow
generation over the next two to three years, although S&P do not
anticipate any material improvement in adjusted credit metrics
when factoring in accruals in shareholder loans.

S&P could consider raising the rating if Devix Midco shows better
improvements in EBITDA and cash flow generation and stronger
credit metrics than S&P expects, to levels that S&P considers
commensurate with an "aggressive" financial risk profile.
However, S&P views the likelihood of an upgrade as limited in the
near term because of Devix Midco's private equity ownership and
its very high adjusted leverage.

S&P could lower the rating if Devix Midco experiences margin
pressure or weaker cash flow, leading to materially weaker credit
metrics or liquidity.  S&P could also lower the ratings if Devix
Midco undertakes any significant debt-financed acquisitions or
establishes new debt-like shareholder instruments, resulting in
significantly higher adjusted leverage or weaker interest
coverage.


TIGERLUXONE SARL: S&P Assigns 'B' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to TigerLuxOne S.a.r.l.  The outlook is
stable.

At the same time, S&P assigned its 'B' and 'CCC+' issue ratings
to the EUR325 million-equivalent first-lien senior secured term
loan (as well as an undrawn, at closing, revolving credit
facility [RCF] of about EUR25 million-equivalent) and to the
EUR90 million-equivalent second-lien senior secured term loan,
respectively.

Private equity firm Permira, through TigerLuxOne, has acquired
TeamViewer from GFI Software in a leveraged buyout transaction.
The ratings on TigerLuxOne reflect S&P's assessment of
TeamViewer's business risk profile as "weak" and its financial
risk profile as "highly leveraged."

S&P's assessment of TeamViewer's business risk profile is
constrained by the relatively small size of the company, its
narrow product focus, and its perpetual-license business model.
S&P sees the latter as potentially less predictable than the
other software subscription models.  Also, the company has to
compete with much larger, more diversified, and financially
stronger software companies -- Cisco (and its Webex service) and
Microsoft.

"However, these weaknesses are partly offset by the company's
relatively good competitive position in its niche market, the
wide diversity in its client base (the company mainly focuses on
small and midsize enterprises), the top-notch margin of about 70%
on a cash-EBITDA basis, and very high cash conversion (an EBITDA-
minus-capital expenditure [capex] margin of more than 98%).  In
addition, and despite the perpetual-license business model, the
company has a track record of generating recurring revenues from
customers having bought a license in the past (over the past
seven years, 20% of the revenues generated in Year 0 have
recurred), demonstrating the quality of the product and the
willingness of existing customers to pay for periodic upgrades,"
S&P said.

"Our assessment of TeamViewer's financial risk profile primarily
reflects its high post-acquisition leverage and private equity
ownership.  We nonetheless see the company as having significant
deleveraging potential thanks to its growth prospects and the
high cash conversion of profits afforded by its low capital and
working capital intensity.  We estimate that by the end of 2014,
the adjusted leverage ratio could drop to slightly below 5.0x
from 5.5x (non-adjusted) at the closing of the acquisition," S&P
added.

"Furthermore, we forecast that the company's adjusted leverage
should stay below 5.0x if it directs excess cash generation to
debt repayment, as mandated by its debt documentation, for as
long as the net secured leverage is above 4.5x.  This is covered
in the cash flow sweep clause in the documentation, and offers
significant deleveraging prospects.  At the same time, the
documentation is not particularly restrictive in terms of
permitted debt and only bears a springing leverage covenant on
its RCF (with very wide headroom) that would potentially allow
the owner to extract exceptional returns over a medium-term
horizon. Finally, the group generates cash flow in various
currencies, which could potentially lead to a mismatch with the
group's euro- and dollar-denominated debt service obligations,"
S&P noted.

S&P's base case assumes:

   -- Continued robust top-line growth underpinned by the
      combination of relatively flat new-customer gain and good
      recurring revenue flows.

   -- Slight erosion of the adjusted cash EBITDA margin due to
      the company's strategy to increase its sales force, leading
      to a decrease of the adjusted cash margin to slightly below
      70% in 2016.

   -- Minor capex of about 1% of the revenues.

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

   -- Adjusted leverage of about 4.9x in 2014, expected to
      decrease if cash generated is utilized for debt repayment.

   -- Adjusted funds from operations (FFO) to debt slightly above
      10% in 2014 and beyond.

   -- Adjusted free operating cash flow to debt above 10%, in
      line with S&P's FFO-to-debt ratio, thanks to the very low
      capex required.

   -- Strong cash interest coverage comfortably above 3.0x.

S&P bases its calculation on a cash measure of EBITDA, reflecting
payments received from software users.  S&P has adjusted for the
deferred revenues portion that International Financial Reporting
Standards mandate.  This produces a significantly higher cash
number.

The stable outlook reflects S&P's anticipation that TigerLuxOne
will continue to generate sufficient cash to maintain a steady
deleveraging profile while keeping EBITDA interest coverage above
3.0x.

S&P could consider raising the rating if the company directs
excess cash to debt repayment and keeps growing its earnings.
S&P could also consider an upgrade if its adjusted leverage falls
and remains at about 4.0x on a sustainable basis, while
maintaining an EBITDA coverage ratio of more than 3.0x.

S&P believes that rating downside is currently limited due to the
company's high cash generation leading to a strong EBITDA
interest coverage of more than 3.0x.  However, pressure on the
top line because of a decrease of new customers could imply a
drop in profitability and therefore cash generation.



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


CONTEGO CLO I: S&P Lowers Rating on Class E Notes to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Contego CLO I B.V.

Specifically, S&P:

   -- Raised its ratings on the A-1-a, variable funding notes
      (VFN), B, and C notes;

   -- Lowered its rating on the class E notes; and

   -- Affirmed its ratings on the class D and F notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated April
30, 2014 and the application of its relevant criteria.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes at each rating
level.  The BDR represents our estimate of the maximum level of
gross defaults, based on our stress assumptions, that a tranche
can withstand and still pay interest and fully repay principal to
the noteholders.  We used the portfolio balance that we consider
to be performing, the reported weighted-average spread, and the
weighted-average recovery rates that we considered to be
appropriate.  We incorporated various cash flow stress scenarios
using our standard default patterns and timings for each rating
category assumed for each class of notes, combined with different
interest stress scenarios as outlined in our corporate
collateralized debt obligation (CDO) criteria," S&P said.

The class A-1-a and VFN notes have amortized by about 49.2% of
their initial balance since S&P's previous review on March 9,
2012.  This has increased the available credit enhancement for
all classes of notes.

Non-euro-denominated assets comprise 27.1% of the performing
portfolio.  The issuer has drawn on the VFN in euros, U.S.
dollars, and British pound sterling to fund the portfolio's
assets, creating a natural hedge.  A euro-denominated option
hedges any foreign exchange mismatches that could result from
defaults in the portfolio, or from coverage test failures.  The
option agreement's downgrade provisions are not fully in line
with our current counterparty criteria.  In accordance with these
criteria, in S&P's cash flow analysis at rating levels at one
notch above the long-term 'A-' issuer credit rating on the
options counterparty (The Royal Bank of Scotland PLC), S&P
therefore considered scenarios in which the counterparty does not
perform, and where the transaction may consequently be exposed to
greater currency risk.

Without giving credit to the options counterparty, S&P's analysis
shows that the class A-1-a, VFN, B, and C notes are now able to
sustain defaults at higher ratings than previously assigned.  S&P
has therefore raised its ratings on these classes of notes.

S&P's analysis indicates that the class D and E notes' BDRs
exceed their scenario default rates (SDRs) at its currently
assigned rating levels.  The SDR is the minimum level of
portfolio defaults that S&P expects each CDO tranche to be able
to support the specific rating level using Standard & Poor's CDO
Evaluator.

However, the largest obligor test constrains S&P's ratings on the
class D and E notes.  The largest obligor test measures the risk
of several of the largest obligors within the portfolio
defaulting simultaneously.  S&P introduced this supplemental
stress test in its corporate CDO criteria.  The test constrains
S&P's rating on the class D notes at its currently assigned
rating; S&P has therefore affirmed its 'BB+ (sf)' rating on the
class D notes.  The test constrains S&P's rating on the class E
notes at a lower rating level; S&P has therefore lowered to 'B-
(sf)' from 'B+ (sf)' its rating on the class E notes.

S&P has affirmed its 'CCC- (sf)' rating on the class F notes
because its credit and cash flow analysis indicates that the
available credit enhancement is commensurate with its currently
assigned rating.

Contego CLO I is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans granted to primarily
speculative-grade corporate firms.  The transaction closed in
July 2007 and its reinvestment period ended in April 2013.  N M
Rothschild & Sons Ltd. is the transaction's manager.

RATINGS LIST

Class            Rating            Rating
                 To                From

Contego CLO I B.V.
EUR300 Million Senior
Secured and Deferrable
Floating-Rate Notes

Ratings Raised

A-1-a            AA+ (sf)          AA (sf)
VFN              AA+ (sf)          AA (sf)
B                AA+ (sf)          A+ (sf)
C                A+ (sf)           BBB+ (sf)

Rating Lowered

E                B- (sf)           B+ (sf)

Ratings Affirmed

D                BB+ (sf)
F                CCC- (sf)

VFN-Variable funding notes.


HERBERT PARK: Fitch Affirms 'B-sf' Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has affirmed Herbert Park B.V.'s notes, as follows:

EUR235.0m class A-1 affirmed at 'AAAsf'; Outlook Stable
EUR40.0m class A-2 affirmed at 'AA+sf'; Outlook Stable
EUR37.0m class B affirmed at 'Asf'; Outlook Stable
EUR21.0m class C affirmed at 'BBBsf'; Outlook Stable
EUR23.5m class D affirmed at 'BBsf'; Outlook Stable
EUR12m class E affirmed at 'B-sf'; Outlook Stable

Herbert Park B.V. is an arbitrage cash flow collateralized loan
obligation.  Net proceeds from the issuance of the notes were
used to purchase a EUR400 million portfolio of European leveraged
loans and bonds.  The portfolio is managed by Blackstone/GSO Debt
Funds Management Europe Limited.

KEY RATING DRIVERS

The affirmation reflects the transaction's performance, which is
in line with Fitch's expectations.  All portfolio quality tests
and portfolio profile tests are passing.

The transaction became effective as of Nov. 2013.  Between
closing in September 2013 and the report date as of June 2014,
credit enhancement increased marginally on all notes through
active trading and par building.  There are currently no
defaulted assets.

The majority of the underlying assets are rated in the 'B'
category and the largest industry is healthcare with 11.98%,
followed by 9.42% for computer & electronic.  The largest country
is France, contributing 17.57% of the portfolio and the UK, which
contributes 15.37%.  European peripheral exposure is presented by
Spain, Italy and Ireland, which make up 9.24% of the performing
portfolio and cash balance.  There is no asset rated 'CCC' or
below by Fitch.  The 10 largest obligors account for 26.89% of
the portfolio.  The largest obligor is 2.73% of the portfolio.

RATING SENSITIVITIES

Fitch has incorporated two stress tests to simulate the ratings'
sensitivity to changes in the underlying assumptions.  A 25%
increase in the expected obligor default probability would lead
to a one to two notch downgrade for each class of notes.  A 25%
reduction in the expected recovery rates would lead to a one-
notch downgrade for all rated notes.



===========
N O R W A Y
===========


LOCK LOWER: Moody's Assigns '(P)B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
Corporate Family rating to Lock Lower Holding AS, the parent
company of Lindorff AB (Lindorff). Moody's has also assigned a
(P)B2 rating to the proposed EUR1 billion senior secured notes
and a (P) B1 to the proposed EUR225 million revolving credit
facility (RCF), both to be issued by Lock AS, a subsidiary of
Lock Lower Holding AS. In addition, Moody's has assigned a (P)
Caa1 to the proposed EUR450 million senior notes to be issued by
Lock Lower Holding AS. This is the first time that Moody's has
rated Lindorff.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final versions of all the documents and legal
opinions, Moody's will endeavor to assign definitive corporate
family and senior secured ratings. A definitive rating may differ
from a provisional rating. The provisional ratings assigned to
Lock Lower Holding AS and the notes and revolving credit facility
assume a successful refinancing of the company's current
financing package, as well as the confirmation that the final set
of documentation does not differ from the draft documentation.

These ratings are contingent upon the successful completion of
the acquisition of a majority stake in Lindorff by Nordic Capital
Fund VIII from Altor and Investor AB. The proceeds of the
issuances will mainly be used to pay existing debt and to fund
the acquisition process.

Ratings Rationale

The majority of Lindorff's revenues are generated by its debt
collection and debt purchasing businesses supplemented by income
from the provision of receivables management and other related
administrative services to third parties. Lindorff's debt
purchasing business primarily focuses on the collection and
acquisition of financial services unsecured non-performing
consumer receivables. Additionally, it also has experience
dealing with retail and telecommunication non-performing assets.

The CFR of (P)B2 positively reflects the company's (1) solid
niche market position as one of the largest debt collection
agencies in Europe, specialized in financial institutions
receivables; (2) strong track record as a debt purchaser and debt
collection agency; (3) established and increasing geographic
diversification; (4) relatively strong and stable cash flow
generation; and (5) improving profitability metrics.

The CFR is constrained by Lindorff's (1) proposed high level of
leverage with a debt-to-adjusted EBITDA of 5.5 times according to
Moody's calculations, leading to limited financial flexibility;
(2) modest liquidity profile due to the intensive use of its
credit facilities, despite the expected improvement in the
maturity of its funding profile following the issuance of the
senior secured and unsecured debt instruments. Lindorff is
further limited by its (3) lack of a defined and independent risk
management function. Moody's note however that as of July 1, the
Group has appointed a Chief Risk Officer/Head of Capital.

The significant private equity ownership of the firm also brings
an element of uncertainty as regards the timing and method of
exit of the investment.

The provisional rating also incorporates the sale of a majority
stake in the firm to the private equity firm Nordic Capital (more
specifically Nordic Capital Fund VIII). Lindorff's current
shareholders, Altor and Investor AB, will remain as minority
shareholders and will provide a shareholder note which will be
issued by an entity outside the restricted group down streamed as
equity to Lock Lower Holding AS, the top company within the
restricted group.

Moody's considers that the company's international expansion will
create opportunities but will also bring new challenges for
Lindorff due to less familiarity with these markets and exposure
to somewhat more volatile operating environments. Moody's also
notes that the debt purchasing and debt collection businesses are
highly exposed to changes in conduct regulation and related
reputational damage to its franchise which could result from
customers' complaints. However, Moody's concerns are partially
mitigated by Lindorff's low historical level of complaints and
the stable regulatory framework in the countries in which
operates.

The (P) B1 rating assigned to the RCF to be issued to be issued
by Lock AS reflects its positioning within the company's funding
structure, significant asset coverage and level of seniority over
other liabilities. Consequently, the (P) B2 rating assigned to
the senior secured notes to be issued by the same entity reflects
their level of subordination to the RCF as well as the lower
amount of benefits from asset coverage. The rating also
incorporates the guarantees provided by Lindorff and most of its
operating subsidiaries (with the notable exception of the
entities currently registered in Spain; however, Lindorff has
agreed to use its commercially reasonable efforts to cause these
entities to guarantee the Senior Secured Notes within six months
of the completion date).

The (P) Caa1 rating assigned to the senior notes to be issued by
Lock Lower Holding AS reflects the structural subordination of
this entity to Lock AS, issuer of the RCF and senior secured
notes. It also reflects the fact that although the senior notes
will be guaranteed initially by Lock AS and subsequently by the
same guarantors as the senior secured notes, the book value of
Lindorff's tangible assets would result in no asset coverage in
the event of liquidation.

What Could Change the Rating UP/DOWN

Upward rating pressure could arise from (i) a significant
reduction in the company's level of leverage with debt-to-
adjusted EBITDA falling below 4 times; (ii) improved liquidity
profile with additional headroom and a track record of moderate
use of bank facilities.

The rating could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; or (ii) an increase in leverage or sustained decline
in operating performance, leading to a debt-to-adjusted EBITDA
ratio well above 5.5 times; or (iii) significant decline in
interest coverage, with an adjusted EBITDA-to-interest expense
ratio below 1.0 time.


LOCK LOWER: S&P Assigns 'B+' Counterparty Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
counterparty credit rating to Norway-based holding company Lock
Lower Holding AS (Lock Holding) and Lock AS, a wholly owned
subsidiary.  The outlook on both entities is stable.

S&P also assigned a 'BB-' issue rating and '2' recovery rating to
the proposed EUR1.0 billion senior secured term notes to be
issued by Lock AS, and a 'B-' issue rating and '6' recovery
rating to the proposed EUR450 million senior unsecured term notes
to be issued by Lock Holding.  The '2' recovery rating indicates
S&P's expectation of substantial (70%-90%) recovery in the event
of a default, while the '6' indicates S&P's expectation of
negligible recovery.

Lock Holding is an intermediate, non-operating holding company
(NOHC) and, following the consummation of its acquisition from
funds of Altor Equity Partners AB (Altor) and Investor AB
(Investor), will be a majority owned subsidiary of Nordic
Capital.

Lock AS is a direct subsidiary of Lock Holding and is an
intermediate holding company, consolidating Lindorff AB and all
of the other operating subsidiaries and companies that form the
"restricted group" under the senior secured notes.  Lindorff AB
is a leading purchaser and servicer of distressed consumer debt
across Europe.  Lock AS is also the guarantor of the senior
unsecured notes issued by Lock Holding.

S&P's ratings on Lock Holding and Lock AS reflect the 'b+' credit
profile of the consolidated group (group credit profile; GCP)
headed by Lock Holding, including all of its subsidiaries.  S&P
aligns the issuer credit ratings on these companies with the GCP
because there appear to be no material barriers to dividends
being upstreamed from the operating subsidiaries.

"Our assessment of the GCP reflects Lindorff AB's strong position
in the distressed debt collection and purchasing market in Europe
through the Lindorff brand, as well as our view that this exposes
the group to material reputational, regulatory, and operational
risks.  The ratings also take into account the increase in
leverage that would result from the issuance of the proposed
senior secured and senior unsecured notes, which S&P believes
will expose Lock Holding to substantial financial risk.  While
S&P expects that Lock Holding's ultimate parent will issue
shareholder loan notes as part of the acquisition, it do not
regard the notes as being a contingent liability of Lock Holding.
S&P therefore makes no related analytical adjustment in its
analysis of Lock Holding's leverage and debt servicing capacity.

"We expect that the group will utilize the senior secured and
senior unsecured notes to repay existing debt, fund the
acquisition, and pay transaction costs.  We also expect it to
leverage its strong market position to continue to win new third-
party servicing contracts. Collectively we expect those
activities will improve its EBITDA coverage of cash interest
expense over the next few years, but only marginally.  We view
the group's diversification across businesses and geographies
favorably when compared to rated European debt purchaser peers,
which we believe puts it at somewhat less risk to an adverse
legal or regulatory change.  We expect the company to continue to
focus on receivables generated by financial institutions while
expanding its geographic footprint and maintaining its debt
purchasing discipline and operational standards," S&P said.

Lindorff AB is a leading purchaser and servicer of distressed
consumer debt across Europe, primarily under the Lindorff name.
Lindorff was founded in 1898 in Norway, and was owned by a
consortium of banks until 2003 when it was sold to private equity
investors.  Lindorff is still based in Norway and generates a
third of its revenues there, but operates across Europe.
Lindorff generated about 45% of revenue from its debt purchasing
activities in 2013 and 55% from debt collection.  It focuses on
unsecured consumer credit, and specifically credit originated by
financial institutions.  It prefers the larger receivables
balances and extended recovery timelines associated with
traditional consumer credit, as opposed to trade collections and
the like, such as past-due utility bills.

S&P considers regulatory and operational risks to be the main
risks the company faces.  Lindorff AB's subsidiaries face
scrutiny from various regulatory regimes, and could see operating
margins pressured by regulatory or legal changes, particularly
those related to consumer protections.  S&P also notes the risks
that may arise from the importance that vendors attach to the
reputation of potential debt purchasers and collectors, and the
company's reliance on information technology (IT) platforms as a
central part of its processes.  Lock Holding is also exposed to
material credit risk because it holds distressed consumer debt,
and actual cash collections may fall short of original
expectations and competitive pressure can weaken profit
potential.

Revenues from the debt purchasing business have grown steadily
along with its receivables portfolio, while debt collection
revenue, stemming from collections on its own portfolio as well
as collections from third-party servicing contracts, has been
relatively flat over the past few years.  S&P expects banks, in
an effort to reduce the risks associated with significant
nonperforming receivables balances, will increasingly seek out
third-party servicers with expertise in working out loans and
look for potential outlets for the loans.

S&P estimates that pro forma for the new financing structure,
tangible equity will drop sharply due to the goodwill associated
with the transaction while debt increases.  S&P expects negative
debt to tangible equity at the end of 2014.  S&P also expects
debt to equity to increase from 0.6x at year-end 2013 to 1.5x at
year-end 2014.  S&P anticipates that leverage will decrease only
slowly thereafter, due to the lag between the group's investment
in its receivables portfolios and the growth of retained
earnings.

"We expect cash flow (defined as EBITDA plus portfolio
amortization) coverage of cash interest expenses will drop from a
relatively strong 6.1x to 3.1x post-acquisition.  We expect cash
flows will improve but the coverage ratio will probably remain
around 3.0x over the next few years.  We do believe that
Lindorff's collection timeline is longer than that of many peers,
allowing for strong collection multiples on purchase prices,
which lends some stability and predictability to debt purchasing
revenues.  Lindorff also benefits from third-party servicing
contracts that can span multiple years, as well as forward flow
agreements for both its purchasing and servicing businesses, both
of which support the predictability of its revenues and cash
flow, in our view," S&P said.

The stable outlooks on Lock Holding and Lock AS reflect S&P's
expectation that sustained growth in total collections will
gradually improve cash flow coverage and leverage metrics,
supporting the GCP.  It also reflects S&P's expectation that
there will continue to be no material barriers to cash flow
within the group, and the "restricted group" as defined in the
proposed financing structure, defined below, will remain
unchanged.

S&P could lower the GCP and so the ratings if debt to equity
failed to decrease in the next two years towards 1.0x, or if cash
flow coverage of cash interest expense falls materially below the
2.5x level.  S&P could also lower the ratings if it sees evidence
of a failure in the control framework, adverse changes in the
regulatory environment, or a worsening in collections against
management's expectations.

S&P considers the prospect of a positive rating action to be
remote at present.  S&P could consider an upgrade if it observed
a material reduction in leverage and sustained growth in cash
flow generation, assuming also that the group maintains its
strong market position.



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


BANCO COMERCIAL PORTUGUES: Moody's Affirms 'B1' Debt Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the debt and deposit
ratings and maintained the corresponding outlooks of the
following Portuguese banks:

(i) Caixa Geral de Depositos, S.A. (CGD): long-and short-term
senior debt and deposit ratings affirmed at Ba3/Not-Prime with a
negative outlook

(ii) Banco Comercial Portugues, S.A. (BCP): affirmed at B1/Not-
Prime with a negative outlook

(iii) Banco BPI S.A. (BPI): affirmed at Ba3/ Not-Prime with a
negative outlook

(iv) Banco Santander Totta S.A. (BST): affirmed at Ba1/ Not-Prime
with a stable outlook

(v) Caixa Economica Montepio Geral (Montepio): affirmed at B2/
Not-Prime with a negative outlook

(vi) BANIF-Banco Internacional do Funchal, S.A. (Banif): affirmed
at Caa1/ Not-Prime with a negative outlook

The long-term debt and deposit ratings on Banco Espirito Santo,
S.A. (BES) remain on review for downgrade.

At the same time, Moody's has upgraded the government-guaranteed
debt ratings of BES to Ba1 from Ba2 and assigned a stable
outlook.

These rating actions follow the upgrade of the government bond
ratings of Portugal to Ba1 with a stable outlook, implemented on
July 25, 2014.

Ratings Rationale

Rationale for Debt and Deposit Ratings

The rating action on Portuguese banks follows the recent upgrade
of the Portuguese sovereign bond ratings.

Moody's believes that the likelihood of support from the
government assigned to each bank remains materially unchanged,
underpinning the affirmation of the supported ratings of
Portuguese banks.

In addition, the negative outlooks on CGD, BCP, BPI, Montepio and
Banif's long-term debt and deposit ratings reflect the high
likelihood that current systemic support assumptions embedded in
ratings may be lowered in the context of the implementation of
"Bank Recovery and Resolution Directive" (BRDD).

The long-term debt and deposit ratings of BES remain on review
for downgrade due to the uncertainties on the full extent of the
financial liabilities that could emerge for BES from its holding
company ESFG and from other parts of the Espirito Santo Group.
The downward bias of the review reflects the downside risks to
BES's standalone credit strength should the bank be required to
support any of the Espirito Santo Group companies or become
liable for any of its obligations.

The stable outlook on BST's long-term debt and deposit ratings is
based on the stable outlook of its standalone rating. It reflects
Moody's view that the downside risks to the bank's credit profile
have substantially diminished. Throughout the economic recession
and banking system challenges of the last several years in
Portugal, BST has demonstrated a continuing ability to generate
capital internally despite a significant pick-up of its non-
performing loans (NPLs) and subdued business activities. The
stable outlook on BST's ratings is further underpinned by the
stable outlook on the ratings of its parent Banco Santander S.A.
(deposits Baa1 stable, BFSR C- stable/BCA baa1); and the stable
outlook of Portugal's Ba1 government rating.

Rationale For Government-Guaranteed Debt

Moody's rates Portuguese government-guaranteed debt at the
sovereign rating level. The rating on the government-backed debt
of BES has therefore been aligned with Portugal's Ba1 government
bond rating (stable outlook).

What Could Change the Ratings Up/Down

Any upward pressure on the banks' ratings is currently unlikely,
given their relatively weak intrinsic financial strength and
ongoing downward pressure stemming mostly from a weak
profitability and still high asset quality challenges. The
current uplift due to systemic support also incorporates the
availability of EUR6.4 billion in the government's
recapitalisation facility fund (prefunded by the Troika) to
inject into the banks should further support be needed.

Moody's could also downgrade Portuguese banks' senior debt and
deposit ratings as a result of the evolution of systemic support
prospects in Portugal and in the EU, in light of developments
associated with resolution mechanisms and burden sharing for
European banks. In addition, a lowering of the BCA and/or a
downgrade of Portugal's sovereign rating could prompt a downgrade
of the senior ratings.

List of Affected Ratings

Upgrades:

Issuer: Banco Espirito Santo, S.A.

  Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
  from Ba2

Affirmations:

Issuer: Banco BPI Cayman Ltd

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)NP

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)Ba3

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: Banco BPI S.A.

  Issuer Rating, Affirmed Ba3

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

  Senior Unsecured Deposit Rating, Affirmed Ba3

Issuer: Banco BPI S.A. (Cayman)

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Banco BPI S.A. (Madeira)

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

Issuer: Banco BPI S.A. (Santa Maria)

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

Issuer: Banco Comercial Portugues, S.A.

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)B1

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Senior Unsecured Regular Bond/Debenture, Affirmed B1

  Senior Unsecured Deposit Rating, Affirmed B1

Issuer: Banco Comercial Portugues, SA, Macao Br

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)B1

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Senior Unsecured Deposit Rating, Affirmed B1

Issuer: Banco Comercial Portugues, SA, Madeira

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: Banco Santander Totta S.A.

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba1

  Senior Unsecured Commercial Paper, Affirmed NP

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

  Senior Unsecured Deposit Rating, Affirmed Ba1

Issuer: Banco Santander Totta S.A., London

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba1

Issuer: BANIF-Banco Internacional do Funchal, S.A.

  Deposit Rating, Affirmed NP

  Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

  Senior Unsecured Deposit Rating, Affirmed Caa1

Issuer: BCP Finance Bank, Ltd.

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)B1

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)NP

  Backed Senior Unsecured Commercial Paper, Affirmed NP

  Backed Senior Unsecured Regular Bond/Debenture, Affirmed B1

Issuer: BPI Capital Finance Ltd.

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)NP

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)Ba3

Issuer: Caixa Economica Montepio Geral

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)B2

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Senior Unsecured Regular Bond/Debenture, Affirmed B2

  Senior Unsecured Deposit Rating, Affirmed B2

Issuer: Caixa Economica Montepio Geral, Cay. Is. Br.

  Multiple Seniority Medium-Term Note Program, Affirmed (P)B2

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Senior Unsecured Regular Bond/Debenture, Affirmed B2

Issuer: Caixa Geral de Depositos Finance

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)NP

  Backed Multiple Seniority Medium-Term Note Program, Affirmed
  (P)Ba3

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: Caixa Geral de Depositos, S.A.

  Deposit Rating, Affirmed NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

  Backed Senior Unsecured Commercial Paper, Affirmed NP

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

  Senior Unsecured Deposit Rating, Affirmed Ba3

Issuer: Caixa Geral de Depositos, S.A. (London)

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: Caixa Geral de Depositos, S.A. (Madeira)

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: Caixa Geral de Depositos, S.A. (Paris)

  Multiple Seniority Medium-Term Note Program, Affirmed (P)NP

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Ba3

  Senior Unsecured Commercial Paper, Affirmed NP

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Caixa Geral de Depositos/New York

  Senior Unsecured Deposit Rating, Affirmed Ba3

Issuer: CGD NORTH AMERICA FINANCE LLC

  Backed Senior Unsecured Commercial Paper, Affirmed NP

Issuer: TOTTA (IRELAND) p.l.c.

  Backed Senior Unsecured Commercial Paper, Affirmed NP


BANCO COMERCIAL: S&P Raises Counterparty Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
long-term counterparty credit rating on Portugal-based Banco
Comercial Portugues S.A. (Millennium bcp) to 'B+' from 'B' and
removed the rating from CreditWatch positive, where it was placed
on July 7, 2014.  At the same time, S&P affirmed its 'B' short-
term rating on the bank.

In a related action, S&P also raised the issue ratings on
Millennium bcp's senior unsecured debt to 'B+' from 'B' and the
issue rating on the bank's nondeferrable dated subordinated debt
to 'CCC' from 'CCC-', and removed both ratings from CreditWatch
with positive implications.

S&P also raised to 'B+' from 'B' its issue rating on the secured
guaranteed exchangeable bonds issued by Controlinveste
International Finance and guaranteed by Millennium bcp, which are
due in 2015, and removed it from CreditWatch positive.

"Our rating action reflects our view that Millennium bcp has
strengthened its capital position following the successful
completion of a EUR2.2 billion share capital increase, announced
on July 22, 2014.  We believe that the bank will be able to
sustain a level of capital comfortably above our minimum
threshold for a "weak" capital assessment (that is, a 3% risk-
adjusted capital [RAC] ratio) over the next 12-18 months.
According to our calculations, the capital raising should improve
our estimate of the bank's 2013 RAC ratio by 190 basis points, to
around 4.0% from an estimated 2.1%.  Although we expect the bank
to still report losses this year, and return to profit only in
2015, we are confident that the bank will be able to maintain a
RAC ratio in a range of 3.5%-4.0% over the next 12-18 months,"
S&P said.

The bank's use of part of the funds raised to repay, ahead of
schedule, EUR1.8 billion contingent convertible capital
instruments held by the state does not have a material impact on
our RAC calculations, since S&P did not include these instruments
as part of the bank's capital base.  However, the repayment will
contribute to a reduction of the bank's funding costs and an
improvement in bottom-line results compared with S&P's previous
forecasts.  S&P's profitability forecasts assume that any
potential impairments arising from the bank's exposure to Grupo
Espirito Santo (GES), which S&P understands is contained, would
not be material and thus would not substantially affect S&P's
capital and earnings assessment.

As a result, S&P has improved its assessment of the bank's
capital and earnings to "weak" from "very weak", and, as a
result, have revised upward S&P's stand-alone credit profile
(SACP) on the bank to 'b' from 'b-'.

"The ratings on Millennium bcp reflect the 'bb' anchor that we
apply to financial institutions operating primarily in Portugal,
which we derive from our assessment of the economic and industry
risks faced by the Portuguese financial system; and our view on
the bank's "adequate" business position, "weak" capital and
earnings, "moderate" risk position, "average" funding, and
"moderate" liquidity.  The ratings benefit from a one-notch
uplift above its SACP, reflecting our view on the likelihood of
the bank receiving extraordinary government support if needed,
given our view of its high systemic importance in Portugal and
the country's supportive stance toward its banking system," S&P
added.

The negative outlook on Millenium bcp reflects the possibility
that S&P may lower the long-term counterparty credit rating on
the bank by one notch by the end of 2015 if S&P perceives that
extraordinary government support becomes less predictable as
resolution frameworks are put in place, in line with the recently
approved EU Bank Recovery and Resolution Directive.

"Conversely, we could revise the outlook to stable if we consider
that potential extraordinary government support for Millennium
bcp's senior unsecured creditors is effectively unchanged
following the implementation of the EU bank resolution framework,
despite the introduction of bail-in powers and international
efforts to increase banks' resolvability.  We could also revise
the outlook to stable if we believe that other rating factors,
such as a stronger SACP or measures that provide substantial
additional flexibility to absorb losses while a going concern,
fully offset increased bail-in risks".

"We don't currently see downward pressure on Millennium bcp's
underlying creditworthiness.  While the bank still has to
complete its turnaround and return to profit, we do not expect
the process to encounter material set-backs that could affect our
assessment of its business stability and franchise.  In our view,
the recent capital increase provides the bank with a significant
buffer to preserve a capital position consistent with our current
assessment.  For us to revise down our assessment of the bank's
capital, we estimate that capital consumption would have to
amount to about EUR1 billion, which is far from our base-case
scenario. We expect the bank's asset quality indicators to
deteriorate only moderately this year in the context of the now
generally more stable economic and operating environment in
Portugal.  However, the bank's asset quality performance still
compares negatively with that of its Portuguese peers. Similarly,
we expect the bank to reduce its reliance on ECB funding over
time, but only gradually," S&P said.


COMBOIOS DE PORTUGAL: Moody's Hikes Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service has upgraded to B2 from B3 the
corporate family rating (CFR) and to B2-PD from B3-PD the
probability of default rating (PDR) of Comboios de Portugal (CP),
a Portuguese government-related issuer (GRI). The outlook on the
rating is positive. The baseline credit assessment (BCA) of CP
remains unchanged at ca.

The Ba2 rating on the instruments of Polo III - CP Finance
Limited (Polo III) remains unaffected, as it currently bears the
rating of its financial guarantor, MBIA UK Insurance Limited
(MBIA UK, Ba2 stable), which is a monoline insurer. However,
Moody's has upgraded the underlying rating of this instrument to
B2 from B3, in line with CP's CFR.

Ratings Rationale

"The CP's rating upgrade reflects the increasing direct
government support received from CP and follows the recent
upgrade of the sovereign rating of Portugal to Ba1 announced on
25 July 2014. However, the company's very weak liquidity profile
and over-reliance on short-term loans continue to be major
constraints on the rating. The positive outlook primarily
reflects Moody's expectation that CP's financial structure and
liquidity profile could improve over time, if it successfully
restructures its operations" says Lorenzo Re, a Moody's Vice
President -- Senior Analyst and lead analyst for CP.

The rating reflects the effective government support received by
CP over the past couple of years mainly through the banking
system, which has allowed the company to roll over its short-term
debt maturities as they became due. Moreover, starting from this
year, the government started to lend directly to CP, reducing the
company's reliance on banks lines, which has resulted in the full
amount of CP debt now being included in general government debt.
The government has also guaranteed some of CP's debt, which
represented approximately 20% of its total debt at the end of
June 2014. The rating agency believes therefore that the
government has strong incentives to continue to provide support
in the future.

At the same time, CP's financial structure continues to be
fragile and its liquidity profile remains very weak and highly
dependent on the continuous rolling over of short term-loans.
These represent almost one half of the group total financial
debt. In addition, the recent maturities of long term facilities,
including the Polo Securities II Limited tranche matured in June
2014, have been refinanced on a short-term basis. Therefore, CP's
liquidity profile continues to constrain its BCA to the current
level.

In accordance with Moody's GRI rating methodology, CP's B2 rating
continues to reflect the combination of the following inputs: (1)
a BCA, which is a measure of the company's standalone financial
strength without the assumed benefit of government support, of
ca; (2) the Ba1 local currency rating of Portugal; (3) a high
probability of government support; and (4) very high dependence.

As regards the Polo III instrument, its credit profile is
correlated with CP, because the proceeds of the notes were on-
lent by the issuers to CP. However, as per Moody's current
practice, the rating agency assigns to Polo III, which is a
wrapped rating, the higher of (1) the guarantor's financial
strength rating or (2) any published underlying rating. The Ba2
rating of Polo III is currently aligned with that of its
financial guarantor, MBIA UK.

What Could Change the Ratings Up/Down

A significant improvement in CP's liquidity profile as well as
progress in the restructuring of the company with improved
financial profile could result in upward pressure on CP's BCA and
eventually in an upgrade of CP's CFR. In addition upward pressure
on the rating could result from an improvement in sovereign
creditworthiness.

Downward pressure on the rating could result from a deterioration
in sovereign creditworthiness. Furthermore, any evidence that the
provision of financial support from Portugal would not be
forthcoming if required would result in a downgrade of the rating
of CP.

Principal Methodologies

The principal methodology used in Comboios de Portugal rating was
the Global Passenger Railway Companies published in March 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009 and the Government-Related Issuers
methodology published in July 2010.

The principal methodology used in rating Polo III - CP Finance
Limited was the Moody's Rating Methodology for the Financial
Guaranty Insurance Industry published in September 2006. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Other factors used in these ratings are described in Assignment
of Wrapped Ratings When Financial Guarantor Falls Below
Investment Grade, published in May 2008; as well as Moody's
Modifies Approach to Rating Structured Finance Securities Wrapped
by Financial Guarantors, published in November 2008.

CP is the main railway operator in Portugal, controlling 90% of
the passenger market. The company is 100% owned by the Portuguese
government though the Ministry of Finance and the Ministry of
Economy and in 2013 reported revenues of EUR264 million. Polo
III, which is incorporated in Jersey, is a finance conduits that
raises finance and on-lends the proceeds to CP, pursuant to loan
agreements.


MADEIRA: Moody's Upgrades Long-term Issuer Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service has upgraded by one notch the ratings
of the City of Sintra, as well as those of the Autonomous Regions
of Azores and Madeira following the upgrade in the Government of
Portugal's ratings. The outlook on all ratings is now stable. The
rating action concludes the review for upgrade initiated on the
ratings on 13 May 2014.

The following ratings have been upgraded:

   -- City of Sintra: long-term issuer rating upgraded to Ba1
      from Ba2

   -- Autonomous Region of Azores: long-term issuer rating
      upgraded to Ba2 from Ba3

   -- Autonomous Region of Madeira: long-term issuer rating
      upgraded to B1 from B2

Ratings Rationale

Rationale for Upgrades

The upgrades were prompted by Moody's one-notch upgrade of
Portugal's sovereign rating to Ba1 from Ba2 on July 25, 2014.

The upgrade of Portugal's government bond ratings has
implications for the ratings of regional and local governments
(RLGs) within the country given the close operational and
financial linkages between the central government and its RLGs.

City of Sintra

Despite the city's sound operating margins and stable debt ratios
expected in 2014, the transfers that Sintra receives from the
central government imply that its creditworthiness is constrained
at the Government of Portugal's rating level. As a result,
Sintra's rating has been upgraded by one notch in line with the
upgrade of the sovereign rating.

Autonomous Regions of Azores and Madeira

The rating action on Azores and Madeira primarily reflects the
high support both regions continue to receive from the central
government, which ensures that their financial obligations are
met through loans from the Portuguese treasury if needed.

While both regions benefit from high levels of government
support, Moody's notes that the regions are ultimately
responsible for delivering fiscal consolidation. Combined with
their weak financial metrics, this supports a differential
between the regional ratings and the central government's.

Azores's better fiscal position and lower debt levels (net direct
and indirect debt of 237% of operating revenue in 2013, vs.
Madeira's 409% according to provisional figures) justify a rating
that exceeds Madeira's by two notches. Azores has not required
further government support since it contracted a EUR135 million
state loan in August 2012, at the peak of the euro area crisis.
In contrast, the Portuguese Treasury (IGCP) assumes Madeira's
debt management and has provided the region with EUR989 million
in state loans over 2012-13. This is part of a EUR1.5 billion
loan agreement between Madeira and the central government over
the 2012-15 period, which includes a fiscal adjustment program
for the region. Madeira also contracted a further EUR854.1
million in debt in 2013, with the central government's guarantee,
in order to repay commercial debt accumulated in previous years.

Moody's notes that both regions have made significant fiscal
consolidation efforts and that their tax revenue collection
increased significantly in 2013 due to tax rate hikes. Azores'
tax revenues increased by 29% year-on-year in 2013 (compared to a
15% decrease in 2012), while Madeira's, according to provisional
accounts, increased by 30% (compared to a 2% decrease in 2012).
In addition, although the agreement between Madeira and the
central government will end in 2015, the region is working with
the central government on a long-term plan to reduce its very
high debt levels and existing commercial debt stock.

Rationale for Stable Outlook

The stable rating outlooks are in line with the stable outlook on
the Government of Portugal's rating, reflecting the close
linkages between RLGs and the central government.

What Could Change the Ratings Up/Down

An upgrade of the sovereign rating would put upward pressure on
Portuguese sub-sovereign ratings. An easing in regions' financial
pressures could also result in upward pressure on the ratings.

In contrast, a downgrade of the sovereign rating, or any
indication of weakening government support in the case of the
regions, would likely lead to a downgrade in sub-sovereign
ratings. A relaxation in the regions' fiscal consolidation
efforts would put pressure on their ratings. In addition,
Sintra's rating could come under pressure if it departs from its
strategy of funding capex through its own-source income.

Specific economic indicators as required by EU regulation are not
applicable for these entities.

On July 24, 2014, a rating committee was called to discuss the
ratings of Madeira, Autonomous Region Of, Azores, Autonomous
Region Of and Sintra, City of. The main points raised during the
discussion were: The systemic risk in which the issuers operate
has materially decreased.



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


EXPOTOUR: Halts Operations Over Financial Problems
--------------------------------------------------
Itar-Tass reports that another Russian travel company -- Expotour
-- has ceased its operations over financial problems since the
start of 2014.

The Association of Tour Operators of Russia (ATOR) said on
Wednesday the company organized sea cruises for more than 11
years, Itar-Tass relates.

Expotour has become the third tour operator to cease operations
in 2014 after the St. Petersburg Neva Company and the
Moscow-based Roza Vetrov Mir, Itar-Tass relays.

About 20 tourist companies have gone bankrupt in Russia since
2010 when a series of bankruptcies rocked the Russian tourism
sector, Itar-Tass discloses.  Their overall debt on unfulfilled
commitments (they received money from customers but they have not
booked hotel rooms or paid for the fare) varies from US$60,000 to
US$50 million, Itar-Tass notes.



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


BBVA CAPITAL: Moody's Affirms 'Ba3(hyb)' Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term senior debt and
deposit ratings of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA)
at Baa2 and its short-term ratings at Prime-2. This follows the
affirmation of the bank's standalone bank financial strength
rating (BFSR) at C- (equivalent to a baa2 baseline credit
assessment [BCA]). The outlook on the bank's debt and deposit
ratings remains positive, while the BFSR continues to carry a
stable outlook. Concurrently, Moody's has affirmed BBVA's Baa3
subordinated debt and Ba3(hyb) hybrid ratings.

The affirmation of BBVA's ratings reflects the resilience of the
bank's credit metrics to the potential acquisition of Catalunya
Banc SA (B3 on review for downgrade BFSR/E stable/BCA caa2)
announced on July 21, 2014. As at end-December 2013, Catalunya
Banc had EUR63 billion in assets, compared to EUR599.5 billion
for BBVA.

The transaction is subject to the pertinent regulatory approvals
which are expected to be granted in the second half of the year.
BBVA expects to close the transaction in the first quarter of
2015.

Ratings Rationale

Rationale for Affirming BFSR and Debt and Deposit Ratings

The affirmation of BBVA's C- standalone BFSR and baa2 BCA
reflects the rating agency's view that BBVA's financial strength
is resilient to the potential integration of Catalunya Banc,
which has a significantly weaker credit profile as captured in
its caa2 BCA.

Post-integration, Moody's expects BBVA's risk absorption capacity
to remain commensurate with a BCA of baa2, based on (1) the
limited impact on BBVA's capital ratios (55 basis points on its
phased-in Basel III common equity Tier 1 ratio which at end-March
2014 stood at 10.8%) that -- combined with the group's strong
recurrent earning generation capacity -- makes the negative
impact on BBVA's solvency manageable; and (2) agreed guarantees
with the Spanish government that should safeguard BBVA's risk
profile against potential contingencies. In addition, the agreed
price of EUR1.187 billion incorporates a significant discount on
Catalunya Banc's current book value amounting to EUR2.5 billion.

After two failed sale attempts in June 2012 and March 2013,
Spain's Fund for the Orderly Restructuring of the Banking Sector
(Fondo de Reestructuracion Ordenada Bancaria or FROB), which is
the current owner of Catalunya Banc, initiated on 2 June a new
bidding process to sell the bank which is currently under a
resolution process after being subject to several
recapitalizations by the FROB. On 21 July, the FROB announced the
acceptance of BBVA's bid which is subject to the pertinent
regulatory approvals.

Although the planned acquisition does not benefit from any asset
protection schemes, BBVA has obtained the following guarantees
that are viewed positively by Moody's given their important risk
mitigating effects: (1) the price paid by BBVA could be reduced
by EUR267 million if, prior to the effective closing of the
transaction, FROB and Catalunya Banc do not obtain confirmation
from the tax authorities of the treatment of certain deferred tax
assets (DTAs) amounting to EUR402 million out of a total of
EUR3.5 billion; (2) the successful sale of the EUR6.4 billion
problematic portfolio composed primarily of mortgages to US-based
private-equity firm Blackstone that was announced on 17 July; and
(3) additional guarantees to cover potential costs such as
litigation resulting from the mis-selling of hybrid instruments
and the break-up fee associated with the termination of the
joint-venture with Catalunya Banc's bancassurance partner.

The planned acquisition will have a limited impact on BBVA's
other ratios namely asset quality and profitability given
Catalunya Banc's relative size versus that of BBVA (EUR63 billion
total assets at year-end 2013 compared to BBVA's EUR599 billion
at end-March 2014). Catalunya Banc accounts for 5% of BBVA's
risk-weighted assets (RWAs) and accounts for 13% of BBVA's
domestic book or 8% of the group's loan book. BBVA expects the
acquisition to be accretive from year two, and to contribute
EUR300 million to its bottom-line earnings from 2018 onwards.

The stable outlook on BBVA's BFSR balances (1) the bank's
resilient credit fundamentals even after incorporating the impact
of its acquisition of Catalunya Banc; and (2) Moody's view that
the downside risks to the bank's credit profile have
substantially diminished, sustained by the gradual recovery of
the Spanish economy.

BBVA's Baa2 long-term ratings have also been affirmed, because
this transaction does not change Moody's assumptions for systemic
support for BBVA which is already very high. The positive outlook
on BBVA's debt and deposit ratings reflects the positive outlook
on Spain's debt rating and thus the potential positive impact on
BBVA's ratings if Spain's ratings were to be upgraded.

Rationale for Affirming Subordinated Debt and Hybrid Ratings

In line with the affirmation of the bank's standalone C- BFSR,
Moody's has affirmed the senior subordinated debt of BBVA at Baa3
and the preference shares' ratings at Ba3 (hyb). The outlook on
these ratings remains stable.

What Could Move the Rating Up/Down

BBVA's standalone BCA could come under upward pressure from a
continued improvement of its financial performance, primarily a
reduction of its stock of non-performing loans (including real
estate and refinanced loans), especially in relation to its shock
absorbers (equity and loan loss reserves) and improving
profitability in its principal place of business, Spain.

At the current level, Spain's rating does not constrain BBVA's
standalone BCA. However, BBVA's ratings are unlikely to exceed
Spain's government bond rating as the bank remains heavily
exposed to the domestic market with 55% of the group's loan book
in Spain. The acquisition of Catalunya Banc will further increase
the linkage with Spain's government bond ratings.

As BBVA's debt and deposit ratings are linked to the standalone
BCA, any change to the BCA would likely also affect these
ratings. An upgrade of Spain's rating could also have positive
implications on debt and deposit ratings given its systemic
importance.

Downward pressure on BBVA's BCA could develop following (1)
inadequate risk-absorption capacity (i.e., recurring earnings,
excess capital and loan loss reserves) compared with Moody's
estimated credit losses; (2) evidence of the bank's inability to
withstand Moody's liquidity stress test; (3) a lower share of
recurring earnings; and (4) a contraction the Spanish GDP back
into recession and/or any evidence of a weaker-than-anticipated
performance in the bank's international activities . Negative
pressure on the rating could also result from a downgrade of the
Spanish government ratings -- currently at Baa2 positive.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Banco Bilbao Vizcaya Argentaria, S.A.

  Adjusted Baseline Credit Assessment, maintained at baa2

  Baseline Credit Assessment, maintained at baa2

  Bank Financial Strength Rating, Affirmed C-

  Issuer Rating, Affirmed Baa2

  Deposit Rating, Affirmed P-2

  Multiple Seniority Medium-Term Note Program, Affirmed (P)P-2

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa3

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa2

  Subordinate Regular Bond/Debenture, Affirmed Baa3

  Senior Unsecured Deposit Rating, Affirmed Baa2

Issuer: Banco Bilbao Vizcaya Argentaria, SA London Br

  Deposit Rating, Affirmed P-2

  Senior Unsecured Commercial Paper, Affirmed P-2

  Senior Unsecured Deposit Rating, Affirmed Baa2

Issuer: Banco Bilbao Vizcaya Argentaria, SA Paris Br

  Deposit Rating, Affirmed P-2

  Senior Unsecured Deposit Program, Affirmed P-2

  Senior Unsecured Deposit Rating, Affirmed Baa2

Issuer: Banco de Credito Local de Espana, S.A.

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa2

Issuer: BBVA Capital Finance, S.A Unipersonal

  Pref. Stock Non-cumulative Preferred Stock, Affirmed Ba3(hyb)

Issuer: BBVA Capital Funding Limited

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa3

  Subordinate Regular Bond/Debenture, Affirmed Baa3

Subordinate Shelf, Affirmed (P)Baa3

Issuer: BBVA Global Finance Ltd.

  Multiple Seniority Medium-Term Note Program, Affirmed (P)P-2

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa2

  Subordinate Regular Bond/Debenture, Affirmed Baa3

  Senior Unsecured Shelf, Affirmed (P)Baa2

Issuer: BBVA Global Markets B.V.

  Senior Unsecured Medium-Term Note Program, Affirmed (P)P-2

  Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa2

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: BBVA International Limited

  Pref. Stock Non-cumulative Preferred Stock, Affirmed Ba3(hyb)

Issuer: BBVA International Pref S.A. Unipersonal

  Pref. Stock Non-cumulative Preferred Stock, Affirmed Ba3(hyb)

Issuer: BBVA Senior Finance, S.A. Unipersonal

  Senior Unsecured Commercial Paper, Affirmed P-2

  Senior Unsecured Medium-Term Note Program, Affirmed (P)P-2

  Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa2

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: BBVA Subordinated Capital, S.A. Unipersonal

  Multiple Seniority Medium-Term Note Program, Affirmed (P)Baa3

  Subordinate Regular Bond/Debenture, Affirmed Baa3

Issuer: BBVA U.S. Senior, S.A. Unipersonal

  Senior Unsecured Commercial Paper, Affirmed P-2

  Senior Unsecured Medium-Term Note Program, Affirmed (P)P-2

  Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa2

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: BCL International Finance Limited

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Issuer: Banco Bilbao Vizcaya Argentaria,SA, New York

  Deposit Rating, Affirmed P-2

  Senior Unsecured Deposit Note/Takedown, Affirmed Baa2

  Senior Unsecured Deposit Rating, Affirmed Baa2

Outlook Actions:

Issuer: Banco Bilbao Vizcaya Argentaria, S.A.

  Outlook, Remains Positive(m)

Issuer: Banco Bilbao Vizcaya Argentaria, SA London Br

  Outlook, Remains Positive

Issuer: Banco Bilbao Vizcaya Argentaria, SA Paris Br

  Outlook, Remains Positive

Issuer: Banco de Credito Local de Espana, S.A.

  Outlook, Remains Positive

Issuer: BBVA Capital Finance, S.A Unipersonal

  Outlook, Remains Stable

Issuer: BBVA Capital Funding Limited

  Outlook, Remains Stable

Issuer: BBVA Global Finance Ltd.

  Outlook, Remains Positive(m)

Issuer: BBVA Global Markets B.V.

  Outlook, Remains Positive

Issuer: BBVA International Limited

Outlook, Remains Stable

Issuer: BBVA International Pref S.A. Unipersonal

Outlook, Remains Stable

Issuer: BBVA Senior Finance, S.A. Unipersonal

  Outlook, Remains Positive

Issuer: BBVA Subordinated Capital, S.A. Unipersonal

  Outlook, Remains Stable

Issuer: BBVA U.S. Senior, S.A. Unipersonal

  Outlook, Remains Positive

Issuer: BCL International Finance Limited

  Outlook, Remains Positive

Issuer: Banco Bilbao Vizcaya Argentaria,SA, New York

  Outlook, Remains Positive


CATALUNYA BANC: Moody's Puts 'B3' Rating on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the B3
long-term debt and deposit ratings of Catalunya Banc SA from
review for downgrade previously. The rating action has been
triggered by the announcement on July 21, 2014 of the successful
bid for Catalunya Banc by Spain's second-largest financial
institution Banco Bilbao Vizcaya Argentaria, S.A. (BBVA; deposits
Baa2 positive; BFSR C- stable/BCA baa2). The bid - which was via
a competitive tender -- was agreed by Spain's Fund for the
Orderly Restructuring of the Banking Sector (Fondo de
Reestructuracion Ordenada Bancaria or FROB), which is the owner
of Catalunya Banc.

The review for upgrade coincides with Moody's affirmation of
Catalunya Banc's standalone E bank financial strength rating
(BFSR; equivalent to a caa2 baseline credit assessment (BCA)) and
its Not Prime short-term ratings.

Ratings Rationale

The review for downgrade of Catalunya Banc's long-term debt and
deposit ratings has been triggered by the (July 21) sale and
purchase agreement between BBVA and the FROB, whereby the FROB
will sell up to 100% of the shares of Catalunya Banc to BBVA for
up to EUR1.187 billion. The effective closing of the sale and
purchase transaction is pending, subject to receiving the
relevant Spanish and EU authorisations and approvals, and subject
to the effective closing of Catalunya Banc's sale of a EUR6.4
billion portfolio of problematic loans to US-based private-equity
firm The Blackstone Group announced on July 17, 2014.

The review for upgrade indicates the upward pressure on Catalunya
Banc's debt and deposit ratings that could stem from the
acquisition by a stronger domestic peer. Moody's considers that
Catalunya Banc's senior creditors could benefit from BBVA's
parental support following the transfer of Catalunya Banc's
capital to BBVA, therefore mitigating the risks emerging from the
bank's still weak credit fundamentals.

Moody's expects to conclude the review of Catalunya Banc's debt
and deposit ratings once all relevant regulatory approvals are
obtained and when more visibility on the closure of the
transaction has been obtained.

Affirmation of The Standalone BFSR

The affirmation of Catalunya Banc's standalone BFSR at E
(equivalent to a BCA of caa2), is based on the rating agency's
view that the bank continues to display weak credit fundamentals
absent any form of financial support from BBVA that could improve
its weak risk absorption capacity.

Moody's notes that Catalunya Banc's credit fundamentals have
continued to deteriorate despite the recapitalization at the end
of 2012 and despite the benefits derived from the transfer of
problematic real estate assets to Spain's so called "bad bank"
(the Sareb). This deterioration is evidenced by the problem loans
ratio, which climbed to 22.3% at the end of March 2014 after
decreasing to 16.4% at the end of 2012 (from 21.9% in September
2012) following the positive impact of transfers to Sareb.
Catalunya Banc also displays very weak earnings generation power,
with a pre-provision earnings-to-average risk weighted assets
ratio of just 0.4% in 2013 (excluding the impact of extraordinary
items or the carry trade).

Moody's acknowledges the benefits for Catalunya Banc's credit
profile arising from the segregation of the problematic loan
portfolio announced on July 17, 2014. The rating agency views
that the successful completion of the segregation has largely
counterbalanced the negative pressures stemming from the bank's
weak performance alleviating any downward pressure on its BCA.

What Could Move the Rating Up/Down

Catalunya Banc's ratings could be upgraded if the BBVA
acquisition is approved and authorized by the relevant parties,
and/or if the bank receives explicit financial support from BBVA.

Given the review of Catalunya Banc's ratings, at present Moody's
does not see any significant downward pressure on the bank's
ratings. Nevertheless, Moody's acknowledges that any risk of
failure of the agreed purchase by BBVA and/or the execution of
the segregation of the problematic loan portfolio could have
downward rating implications for Catalunya Banc.

List of Affected Ratings

On Review for Upgrade:

Issuer: Catalunya Banc SA

Multiple Seniority Medium-Term Note Program, Placed on Review
for Upgrade, currently (P)B3

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B3

Long-term Local and Foreign Currency Deposit Ratings, Placed on
Review for Upgrade, currently B3

Affirmations:

Issuer: Catalunya Banc SA

Bank Financial Strength Rating, Affirmed E, mapping to a
Baseline Credit Assessment of caa2

Short-term Local and Foreign Currency Deposit Ratings, Affirmed
NP

Short-trem Deposit Program, Affirmed NP


GAS NATURAL: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD probability of default rating (PDR) to Pertento
S.a.r.l., a company which will be the 100% ultimate owner of Gas
Natural Fenosa Telecomunicaciones (to be renamed "UFINET"), a
Spanish based operator-neutral telecommunications provider
focusing on fibre transmission services, leased infrastructure
and, to a lesser extent, satellite services in Spain and Latin
America.

Concurrently, Moody's assigned provisional ratings of (P)B2 to
the EUR295 million Term Loan B due 2021 to be issued at Livister
Investment SLU and (P)B2 to the EUR30 million Revolving Credit
Facility (RCF) due 2020. The outlook on the ratings is stable.

The Term Loan B has been used by private equity firm Cinven --
along with around EUR230 million of equity contribution -- to
acquire UFINET from its current owner Gas Natural Fenosa Finance
B.V. (Baa2 Positive) in a carve out transaction estimated at a
total of EUR525 million.

The ratings assigned on the RCF and the Term Loan B are
provisional pending a conclusive review of final documentation.
The ratings have been assigned on the basis of Moody's
expectation that the transaction will close as described above
and that the final senior facilities agreement will not be
materially different to the draft reviewed by Moody's. Following
closing of the transaction Moody's will endeavor to assign a
definitive rating to the facilities. Moody's notes that a
definitive rating may differ from a provisional rating. In this
press release "UFINET" or "the company" refer to the group headed
by Pertento S.a.r.l.

Ratings Rationale

The B2 CFR reflects (i) the moderately high cash-EBITDA leverage
(as adjusted by Moody's) estimated at around 5.5x at closing with
little deleveraging in the near term; (ii) exposure to Central
and Latin America where the creation of a regulatory framework
brings uncertainty to future market practices; (iii) the very
high concentration in the revenue contribution of UFINET's top 10
clients which represented around 67% of 2013 revenues; (iv) the
limited track record of the company as a standalone business and
the risk the carve-out transaction could result in delays in
achieving the business plan.

The B2 also reflects (i) the significant visibility over cash
revenues with contracted backlog of EUR728 million, supported by
the long term nature of the contracts the company enters in with
its customers and the long dated and staggered nature of the
expiry of these contracts; (ii) the low capital expenditure
requirement as network expansions are driven by client
requirements and funded by irrevocable rights of use (IRU)
upfront payments in large part; (iii) the high profitability of
the business relative to its sector peers; (iv) the strong fibre
network of the company which offers metro connectivity in a
number of cities, including Barcelona and Madrid, as well as
long-haul connectivity across its countries of operations.

UFINET is a carrier-neutral telecommunications provider with
businesses in both Spain and Latin America, offering leased
infrastructure (dark fibre), transmission services (lit fibre)
and satellite services using its proprietary fibre optic network
of c.34,000 kilometres. The company was formed in 2009 following
the merger of Gas Natural's and Union Fenosa's telecom
subsidiaries.

In 2013, about 85% of the company's revenues came from dark fibre
and lit fibre services and are based on long term contracts
(usually more than 10 years for dark fibre and 1-5 years for lit
fibre) providing the company with good visibility on future
revenues. These contracts do not include any early termination or
change of control clauses.

UFINET's revenues are highly concentrated on the company's top 10
customers who, in 2013, generated 67% of UFINET's revenues. This
is mitigated by the above mentioned contractual terms as well as
the high cost for customers to switch providers, as evidenced by
historical average contract renewal rates of around 90% in 2011,
2012 and 2013. We also note the strong credit quality of UFINET's
customer base with the majority of revenues being derived from
large infrastructure players and telecom operators.

The company expects to derive the bulk of its future growth from
expanding its network in Latin America where it operates in
Panama (14% of 2013 revenues), Colombia (13%), Guatemala (8%),
Costa Rica (5%) and Nicaragua (2% total incl. smaller operations
in neighboring countries). In Latin America, UFINET's network
overlaps with a number of local players' own networks. The
company benefits from being the only pure carrier neutral
provider, which increases potential demand for its dark fibre
offering from telecom operators. The company also expects its lit
fibre offering in Latin America to drive strong top line growth
driven by strong demand for capacity from international carriers
and for metro Ethernet services from carriers and ISPs.

UFINET has an adequate liquidity profile supported by the EUR30
million revolving credit facility (RCF) which is expected to
remain undrawn in the coming 12 months as the company generates
positive free cash flow. Liquidity is constrained in the short
term by the low amount of cash left on balance sheet post
transaction, following the planned repayment (by October 2014) of
an intercompany loan ultimately repaying a bridge from the
shareholder through the company's cash balance. UFINET's capital
expenditure requirements are mainly centred around maintenance as
large network expansions are pre-funded -- and effectively de-
risked -- through upfront payments in exchange for the
irrevocable right of use ("IRU") granted to the customer
commissioning the expansion. Further, there is no scheduled
amortization on the Term Loan but a cash sweep will be in place
depending on the level of leverage carried by the company.
Moody's forecast that this cash sweep will be minimal and not
bear material impact on the company's leverage in the coming two
years. The RCF will have a leverage springing covenant should
more than 30% of it be drawn although this will be set at 8.0x
which is a level disproportionately high compared to the
company's opening and forecasted leverage.

The (P)B2 ratings on the Term Loan B and the RCF reflect the
security package these instruments will benefit from as well as
their first priority ranking in the company's capital structure
ahead of unsecured liabilities such as lease claims and pension
liabilities. The senior secured facilities will be guaranteed by
a group of subsidiaries guarantor representing no less than 80%
of UFINET's assets and EBITDA generation. The facilities
agreement allows for an additional Term Loan to be raised up to a
total leverage of 5.0x while also providing for a EUR50 million
additional basket to fund potential acquisitions.

Outlook

The stable outlook reflects the company's stable revenue streams
on the back of long-term contracts as well as the positive
underlying drivers for fibre services demand coming from the
increase in data consumption.

What Could Change the Rating Up

Positive pressure on the rating could develop should UFINET's
leverage on a cash EBITDA basis sustainably decrease to below
5.0x. An upgrade would also require the company to build some
track record as a standalone entity and succeed in growing
revenues in its Lit Fibre business and in the Latin American
region.

What Could Change the Rating Down

Negative ratings pressure could develop should UFINET's leverage
on a cash EBITDA basis sustainably increase to above 6.0x.
Downward pressure would also ensue should the company engage in
transformational M&A resulting in dilution of its high EBITDA
margin or a weaker business profile.

The principal methodology used in these ratings was the Global
Communications Infrastructure Rating Methodology published in
June 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


NCG BANCO: S&P Lowers Counterparty Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on Spain-based NCG Banco S.A.
(NCG) to 'B' from 'B+'.  At the same time, S&P affirmed the 'B'
short-term rating.  The outlook on the long-term rating is
stable.

"The rating action reflects our view that NCG is not likely to
improve its liquidity position and substantially reduce its high
reliance on European Central Bank (ECB) financing over the next
two years, as we had previously incorporated into our ratings
through the one notch of uplift for short-term government
support. Therefore, we are removing this uplift from the rating
and our liquidity assessment remains "moderate," according to our
criteria," S&P said.

Contrary to S&P's previous expectations, NCG has not taken
advantage of the ECB's exceptional long-term financing facilities
to rebalance its funding and liquidity profile and achieve an
adequate stand-alone position.  On the contrary, the bank remains
highly dependent on central bank resources, which represented an
amount equal to 18% of its total assets as of March 31, 2014.

In S&P's view, NCG is also using central bank financing to fund
carry trades and support its moderate underlying profitability.
For similar reasons, S&P believes NCG's approach to ECB financing
and future pace of balance sheet deleveraging could become more
relaxed than S&P had previously anticipated.  In this context,
S&P anticipates that NCG's liquidity position will remain
moderate during the next two years, according to its criteria,
primarily due to the continued high reliance on ECB financing.

"Our view of NCG's other stand-alone rating factors, and
therefore its 'b-' stand-alone credit profile (SACP), remains
unchanged.  We continue to assess NCG's business position as
"weak," reflecting the risks we see for the bank's business
position and stability. In our view, this stems from the
potential implications for the bank of its new shareholders'
relatively tight financial flexibility in the context of NCG's
large size compared with Banesco (the banking group NCG will now
belong to).  We consider NCG's capital position to be "moderate"
and supported by our expectation that NCG will continue to
deleverage, albeit at a slower pace than we initially
anticipated. Under our base-case scenario, we expect NCG's risk-
adjusted capital (RAC) ratio to stay between 6.0% and 6.5% to
Dec. 31, 2015.  Our assessment of NCG's risk position remains
"weak" due to its track record of underperforming the average
asset quality of its peer group despite the transfer of
nonperforming and real estate assets to SAREB (the "bad bank"
created by the Spanish government).  We consider NCG's funding
profile as "average" when compared with the Spanish banking
system," S&P noted.

"At the same time, we are removing the one notch of uplift for
short-term government support that we were incorporating into our
ratings on NCG.  The notch of uplift reflected our expectations
that NCG had sufficient time before the maturity of the previous
ECB LTRO facilities to rebalance its liquidity position and to
reduce its reliance on central bank financing.  However, as the
maturity of the LTRO facilities approaches, we consider this an
unlikely scenario," S&P added.

The long-term counterparty credit rating on NCG remains one notch
higher than its SACP.  This reflects S&P's view of the likelihood
of extraordinary government support, given the combination of NCG
Banco's SACP and our long-term sovereign credit rating on Spain,
based on S&P's view of NCG's moderate systemic importance within
the Spanish banking sector and Spain's supportive stance toward
its banking system.

The stable outlook balances S&P's view of the possible decrease
in potential extraordinary government support for European banks
with our expectations that NCG's risk profile, and most notably
its vulnerability to credit losses, could improve toward the
sector average in Spain over the medium term.

"In our view, extraordinary government support for European banks
may become less predictable by year-end 2015 under the new EU
legislative framework.  However, this is balanced by our view
that NCG's risk profile and its vulnerability to credit losses
may converge with the system average in Spain over the medium
term following NCG's recapitalization, improvement in provision
coverage levels of nonperforming assets, and transfer of real
estate assets to SAREB.  This also reflects our current
expectations that NCG will remain broadly committed to the main
parameters of its business plan, which is not materially
different from the original restructuring requirements imposed by
European authorities after NCG's recapitalization with state
aid," S&P said.

"We could revise the outlook back to negative if, contrary to our
current expectations, NCG deviates substantially from its
business plan by implementing a more aggressive strategy.  This
change in approach appears, in our view, to be permitted under
the new term-sheet negotiated with European authorities following
its acquisition by Banesco.  In particular, this could be the
case if NCG deviates from our current expectations in terms of
the size and mix of its loan book. Furthermore, if potentially
more aggressive financial policies were to incorporate high
dividend pay-out ratios or other methods to upstream surplus
regulatory capital, we could also lower our rating on NCG," S&P
added.

S&P currently considers a revision of its outlook to positive as
unlikely.  However, it could occur if S&P anticipates that NCG is
able to maintain its current solvency position through the rest
of its restructuring process while gradually improving its
earnings and asset quality and reducing its reliance on ECB
financing.  A revision of the outlook to positive could also
occur if S&P concludes that potential extraordinary government
support for NCG's senior unsecured creditors is effectively
unchanged following the implementation of the EU bank resolution
framework.



=====================
S W I T Z E R L A N D
=====================


BARRY CALLEBAUT: S&P Revises Outlook to Stable & Affirms BB+ CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Swiss
chocolate producer Barry Callebaut AG to stable from negative.
At the same time, S&P affirmed its 'BB+' long-term corporate
credit rating on Barry Callebaut.

S&P also affirmed its 'BB+' rating on the company's senior
unsecured debt.  The recovery rating remains at '4', indicating
S&P's expectation of average (30%-50%) recovery in the event of a
payment default.

The outlook revision reflects S&P's anticipation that Barry
Callebaut's financial metrics will stay in line with S&P's
"significant" category, thanks to revenue growth and a steady
operating performance.  Sales over the past nine months show
positive organic growth -- 6.8% in revenues and 2.4% in
volumes -- excluding Petra Foods.

"We view the group's business risk profile as "satisfactory,"
reflecting our view of the agribusiness' industry risk as
"intermediate" and Barry Callebaut's country risk as "low," given
the group's geographic focus on developed countries.  We believe
that the group has a solid competitive position, based on its
comfortable leading open-market share of 40% and its strong
geographic diversification, further enhanced by its acquisition
of Petra Foods at the end of the last fiscal year," S&P said.

The group supplies multinational and national branded consumer
goods manufacturers, including major chocolate manufacturers,
through long-term agreements.  Barry Callebaut is vertically
integrated and it supplies the entire food industry, from
industrial food manufacturers to professional or artisanal users
of chocolate.  S&P also notes the group's proven ability to pass
on raw materials price hikes to its customers.

These strengths are mitigated by Barry Callebaut's limited
ability to convert new contracts and increased production
capacities into cash-flow generation.  Ongoing capital
expenditure (capex) and continuous increases in working capital
have weighed on the group's earnings for the past five years, and
S&P has not seen any significant deleveraging from the cash
generated internally.

S&P's view of Barry Callebaut's "significant" financial risk
profile reflects the group's debt-to-EBITDA ratio, which peaked
at 4x as of the fiscal year ended Aug. 31, 2013 (fiscal 2013),
and is likely to improve in fiscal 2014.  S&P understands that
cash conversion is limited by frequent swings in working capital
and investments in new capacity to support revenue growth.  The
ratio of capex to revenues has stayed at about 4.5% in past
years, and S&P expects it to improve slightly and stabilize below
4% in 2014 and beyond.

The stable outlook reflects S&P's view that Barry Callebaut's key
financial ratio -- debt to EBITDA -- will likely be about 3.8x in
fiscal 2014.  The range that S&P considers commensurate with the
current financial risk profile is 3x-4x.  According to S&P's
base-case scenario, this ratio will likely improve slightly over
the next few years.  However, S&P do not assume significant
deleveraging due to the potential negative impact of working
capital on cash generation and the need for new investments to
support the increase in operating activity.

S&P could take a negative rating action if Barry Callebaut's
operating environment deteriorated significantly, due for example
to unexpected adverse market conditions; or if the combined
effect of negative working capital and large, unexpected
investments or new acquisitions push debt up, with the leverage
ratio exceeding 4x.

S&P could consider a positive rating action if it was to see
enhanced cash conversion, and if the debt-to-EBITDA ratio
improved significantly and S&P expected it to remain steady at
about 3x.



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


GELTSDALE BREWERY: Goes Into Administration
-------------------------------------------
News & Star reports that Geltsdale Brewery, on the Townfoot
Industrial Estate in Brampton, has said it will consider offers
on its premises.

The announcement was made on its Twitter feed.

The tweet said: "Geltsdale has gone into administration offers
for the brewery as a whole or part are invited," according to
News & Star.

The report relates that the company brewed a variety of beers
including Brampton Bitter and Cold Fell.

It was set up in 2006 by Fiona Deal, who had been working as an
archaeologist at Tullie House Museum in Carlisle and wanted to
make a career change, the report notes.

Originally it was based in the former premises of the Old
Brampton Brewery, which had closed in 1915, and last year moved
to the industrial estate.


GREAT HOUGHTON SCHOOL: In Administration, MP Saddened
-----------------------------------------------------
Northampton Chronicle reports that a Northamptonshire MP said she
was "extremely saddened" a private school near Northampton had
gone into administration.

It was announced to staff and parents that the Great Houghton
School had gone into administration, resulting in more than 30
members of staff being made redundant, according to Northampton
Chronicle.

The report relates that Andrea Leadsom, Conservative MP for south
Northamptonshire, said she had a great fondness for the school as
her mother worked there as a matron.

"I think it will be a great shame for the village, the pupils and
the staff if the school closes," the report quoted Ms. Leadsom as
saying.

It was reported by The Chronicle & Echo earlier this year that
parents had received letters urging them to keep up to date with
fees, but the school insisted at the time that the problem had
since been resolved, the report notes.

The report discloses that David Ross Education Trust had looked
into investing in the school earlier this year but did not follow
up its initial interest.

Great Houghton School has 360 children aged from less than one
year in its nursery to 16-years-old.

The Chron was told a statement from the administrators would be
released, however nothing has been received, the report adds.


PETRA DIAMONDS: Investors Sells 43MM Shares After Administration
----------------------------------------------------------------
IFA Magazine reports that Petra Diamonds took a knock after it
became aware that 43 million shares held by Awal Bank have been
placed by its administrators, RBS Capital Markets, with both UK
and international institutions at a price of 190p per share.

The other 13.2 million shares held by Awal Bank are subject to a
90-day lock-up, according to IFA Magazine.

The group posted annual production figures above expectations at
3.1 million carats, helping revenue jump 17% to $42.6 million,
the report notes.


UNIPART AUTOMOTIVE: In Administration; Five Jobs Affected
---------------------------------------------------------
Llanelli Star reports that Unipart Automotive has gone into
administration with the loss of five jobs.

The company, which was based in Trostre Industrial Park, closed
with immediate effect on Thursday, July 24, Llanelli Star
relates.

"Despite intensive efforts over recent weeks, a sale of the
whole Unipart Automotive business could not be reached, and a
buyer could only be found for 33 of the sites on a going
concern basis," Llanelli Star quotes Mark Orton --
mark.orton@kpmg.co.uk -- partner at KPMG and joint administrator,
as saying.  "Unfortunately, the business had been experiencing
financial stress for a number of years, so the level of cash and
further operational restructuring required to rescue a more
substantial part of the business posed too much risk for most
interested parties."

Unipart Automotive operates a network of 180 branches and
distribution hubs and employs 1,813 people.



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


UZPROMSTROYBANK: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Uzpromstroybank (UzPSB), Asakabank,
OJSC Agrobank and Microcreditbank's Long-term foreign currency
Issuer Default Ratings (IDRs) at 'B-'.  The Outlooks are Stable.

KEY RATING DRIVERS - IDRS, SUPPORT RATINGS, SUPPORT RATING FLOORS

The affirmation reflects Fitch's view that the banks are likely
to receive support from the Uzbekistan authorities in case of
need. Support propensity stems from the government's majority
ownership of the banks, their involvement in state programs, the
significant volumes of state-directed lending and sizeable market
shares.  The government's ability to provide assistance is
currently also solid, considering the rather small size of the
banking sector.  However, the sovereign credit profile remains
constrained by the economy's structural weaknesses, including the
difficult business environment, high concentration and
vulnerability to external shocks.

UzPSB, Asakabank and Microcreditbank's 'B' Long-term local
currency IDRs reflect the strong track record of both liquidity
and capital support, while Agrobank's is one notch lower at 'B-'
due to insufficient capital provided by the government after
alleged asset embezzlement in 2010, although the bank still
received liquidity support and regulatory forbearance.

Fitch also considers that support in foreign currency may be
provided in a less timely manner compared with that in local
currency in light of existing convertibility regulations.
Therefore all four banks' Long-term foreign currency IDRs are
constrained at 'B-'.

KEY RATING DRIVERS - VIABILITY RATINGS

The affirmation of UzPSB, Asakabank and Microcreditbank's
Viability Ratings (VRs) at 'b-' and Agrobank's at 'ccc' reflects
the limited changes in the banks' standalone credit profiles
since their last review in August 2013.

Asset quality is reasonable in all banks with NPLs below 4% at
UzPSB and Microcreditbank, and somewhat higher at Asakabank (13%)
and Agrobank (7%).  UzPSB fully covered its NPLs, while the three
other banks' coverage was below 55%.

Funding is generally concentrated, but sticky.  High loan-to-
deposit ratios of over 200% at UzPSB and Microcreditbank reflect
significant dedicated state funding for specific programmes
financed by the banks and a somewhat higher reliance on the
interbank market in the case of Microcreditbank.  Liquidity risk
is also mitigated by a high share of liquid assets of over 20% (a
tighter 10% at Microcreditbank).  Refinancing risk is low as the
banks have minimal wholesale/external obligations.

Capitalization is healthy at Microcreditbank (Fitch Core capital
(FCC)/ risk-weighted assets ratio of 33% at end-2013) even
considering unreserved NPLs (7% of equity), and moderate at UzPSB
(12%) and Asakabank (17%; undermined by unreserved NPLs equaling
high 34% of equity). Agrobank's low capitalisation (5% FCC ratio
adjusted for the unreserved receivable, which appeared on the
balance sheet as a result of the 2010 fraud) is a major weakness
and the main reason for a lower 'ccc' VR.

Profitability is modest with ROAE being at about 12% at UzPSB and
Asakabank (and weaker at Microcreditbank and Agrobank) reflecting
the mostly directed nature of banks operations and rather weak
operating efficiency. Therefore the banks would rely on the
government's capital injections in order to comply with the
regulator's requirements to grow capital by at least 20%
annually.

In addition, all the banks' VRs also factor in commercial
franchise limitations, some weaknesses of the operating
environment as well as weak corporate governance and potential
deficiencies in internal controls, which give rise to significant
operational risks.

RATING SENSITIVITIES - IDRS, SUPPORT RATINGS, SUPPORT RATING
FLOORS

A change of UzPSB's, Asakabank's and Microcreditbank's Long-term
local currency IDRs would be possible in case of a
strengthening/weakening of the sovereign's credit profile.
Agrobank's Long-term local currency IDR could be upgraded if the
government replenishes its capital.

A revision of the Support Rating Floor and upgrade of the Support
Rating and foreign currency IDRs would require liberalization of
foreign currency regulations.

RATING SENSITIVITIES - VRS

Downward pressure on the VR could arise from deterioration of the
banks' asset quality, particularly as a result of market stress,
realization of operational risks or continuing build-up of non-
core assets on their balance sheets, if this is not offset by
equity injections. Potential for an upgrade of the VRs is
currently limited. Agrobank's VR could be upgraded to 'b-' if its
capitalization improves.

The rating actions are as follows:

UzPSB

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

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

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

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


                            *********

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

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

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


                            *********


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

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

Copyright 2014.  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
202-241-8200.


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