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

                           E U R O P E

         Wednesday, November 12, 2014, Vol. 15, No. 223

                            Headlines

D E N M A R K

OW BUNKER: Danish Police Prepares Probe Following Bankruptcy


F I N L A N D

STORA ENSO: Moody's Affirms 'Ba2' CFR & Changes Outlook to Stable


F R A N C E

FAURECIA SA: Fitch Assigns 'BB-' LT Issuer Default Rating
RENAULT SA: Moody's Affirms 'Ba1' CFR & Changes Outlook to Pos.


G E R M A N Y

DECO 9 - PAN EUROPE: Fitch Affirms 'C' Ratings on 5 Note Classes


I R E L A N D

CREGSTAR BIDCO: Moody's Assigns 'B2' Corporate Family Rating
MAGI FUNDING: Moody's Affirms 'Ba2' Rating on EUR11.7MM Notes


I T A L Y

SESTANTE FINANCE 3: Fitch Cuts Rating on Class B Notes to 'CCC'


K A Z A K H S T A N

HOME CREDIT: Fitch Cuts Long-Term Issuer Default Ratings to 'B+'


L I T H U A N I A

UAB BITE LIETUVA: S&P Affirms 'B' Corp. Credit Rating


L U X E M B O U R G

PATAGONIA FINANCE: Moody's Cuts Rating on EUR453.2MM Notes to Ca


N E T H E R L A N D S

CAIRN CLO I: Moody's Affirms 'B2' Rating on Class E Notes
TALISMAN 5: Fitch Cuts Rating on Class B Notes to 'BBsf'


P O L A N D

EMPIK MEDIA: S&P Withdraws Preliminary 'B' Corp. Credit Rating


P O R T U G A L

LUSITANO MORTGAGES 2: Moody's Lifts Rating on Cl. E Notes to Caa2


R U S S I A

COMMERCIAL BANK: Bank of Russia Revokes License
GUBERNSKY BANK: Russian Central Bank Revokes License
PAYMENT SERVICE: Russian Central Bank Revokes License
PROMSVYAZBANK: Fitch Lowers IDR to 'B+'; Outlook Stable
SISTEMA: S&P Lowers ICR to 'BB' on Bashneft Court Ruling

TMK OAO: S&P Revises Outlook to Negative & Affirms 'B+' CCR


S P A I N

BANCO COOPERATIVO: Fitch Affirms 'BB+' Support Rating Floor
BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
FTPYME BANCAJA 6: S&P Affirms 'D' Ratings on 3 Note Classes
GC FTGENCAT: Fitch Affirms 'CCCsf' Rating on Class C Notes
GRUPO COOPERATIVO: Fitch Affirms 'BB' LT Issuer Default Rating

UNION FENOSA: Fitch Assigns 'BB' Subordinated Debt Rating


U K R A I N E

MRIYA AGRO: Fitch Affirms & Withdraws 'RD' Issuer Default Ratings


U N I T E D   K I N G D O M

AUSTIN & CO: Austins Store Sold; 55 Jobs Saved
CARBON GREEN: Court Puts Two Carbon Credit Firms Into Liquidation
EMERGENCY SERVICES: Court Winds-Up Emergency Services Business
EUROSAIL-UK 2007-3BL: S&P Affirms 'CCC' Ratings on 4 Note Classes
GAME GROUP: High Court Denies Bid to Appeal Rent Decision

RICHMOND PARK: Fitch Affirms 'B-sf' Rating on Class E Notes
ST PAUL CLO III: Fitch Affirms 'B-sf' Rating on Class F Notes


X X X X X X X X

* Financial Stability Board Unveils "Too Big to Fail" Bank Rules


                            *********


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D E N M A R K
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OW BUNKER: Danish Police Prepares Probe Following Bankruptcy
------------------------------------------------------------
Peter Levring at Bloomberg News reports that Danish police plan
to approach OW Bunker A/S after waiting since Nov. 7 for the
bankrupt ship fuel provider to report two employees it says
committed fraud.

OW Bunker filed for bankruptcy on Nov. 7 and said then it was
reporting two senior Singapore employees under the Danish penal
code, Bloomberg relates.  The lawyer representing the employees,
Arvid Andersen, says the two deny the charges, Bloomberg
discloses.  Neither OW Bunker nor the defense lawyer has
identified the employees, Bloomberg notes.

According to Bloomberg, spokesman Mikkel Thastum said police in
Denmark have yet to receive any report and are now preparing a
separate probe of the company itself.

"It might be that there never will be any charges reported, but
we're paying attention to this case regardless," Bloomberg quotes
Mr. Thastum as saying by phone.  "We're starting out by speaking
to the trustee and then we'll see what happens.  Most likely,
this isn't the last we'll hear of this case."

The company went from a US$1 billion valuation after its initial
public offering in March to a bankrupt entity in just eight
months, sending shock waves through Denmark's investor community,
Bloomberg relays.

OW Bunker hasn't hired lawyers to defend against the lawsuit,
Bloomberg says, citing the records.  The company said last week
the alleged fraud at its Singapore unit cost it US$125 million
while a separate risk management failure resulted in a US$150
million loss, Bloomberg recounts.

The Danish government is "still trying to figure out what
happened with OW Bunker before deciding whether to act," Business
Minister Henrik Sass Larsen, as cited by Bloomberg, said on
Nov. 11 in an interview at parliament.  "It would be premature to
call for legislative changes based on what we know so far."

As of noon on Nov. 11 in Copenhagen, police said they hadn't been
contacted by OW Bunker, Bloomberg notes.

"We haven't received any filings from them," Mr. Thastum, as
cited by Bloomberg, said.  "We had read in the papers we were
about to receive that.  We don't know what's happening in the
case, so we've approached the trustees."

According to Bloomberg, Soeren Johansen, partner at Altor Equity
Partners and deputy chairman of OW Bunker, said the alleged fraud
undid the company.  Mr. Johansen, as cited by Bloomberg, said
while its banks would have been willing to continue talks had the
company's problems been limited to risk management failures, the
revelations of fraud were too much.

Mr. Johansen says OW Bunker's board "didn't learn about the
matters in Singapore until Nov. 5."  The company's stakeholders
will be best served by "having things thoroughly investigated,"
Bloomberg quotes Mr. Johansen as saying.

OW Bunker is a global marine fuel (bunker) company founded in
Denmark.



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F I N L A N D
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STORA ENSO: Moody's Affirms 'Ba2' CFR & Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of Stora Enso
Oyj (Stora Enso) including the Ba2 Corporate Family Rating, its
Ba2 senior unsecured instrument ratings and the NP Commercial
Paper and short term ratings. Concurrently, the outlook was
changed to stable from negative.

Ratings Rationale

The outlook change to stable is prompted (1) by the company's
improvement in operating profitability over the last twelve
months which was more recently supported by the start-up of the
pulp mill in Uruguay since June 2014 and ongoing cost savings
initiatives leading to a stabilization in operating profits and
an EBITDA margin of around 12%, (2) the reduction in Moody's
adjusted leverage to 4.6x debt/EBITDA for the last twelve months
ending September 2014, which is in addition mitigated by cash
balances of EUR1.5 billion. Moody's expect the leverage to
further decrease toward levels that will position solidly the Ba2
rating within the next 12-18 months supported by full profit
accretion of the new pulp mill. Nevertheless, extensive capex
requirements for ongoing sizeable strategic investments and
continued high dividend payout levels will constrain further
deleveraging. The rating is also supported by solid liquidity,
which will comfortably finance the investments and support the
business transformation.

Moody's expects the group's diversified geographic footprint and
product mix to continue to support the credit positioning despite
a challenging market environment in the paper segment as well as
economic headwinds from emerging markets. Moody's also caution
that despite the decision to split the paperboard and pulp mill
project in Guangxi/China into two phases, the construction still
has high execution risk in terms of meeting the budget as well as
the timing of the production.

More fundamentally, the Ba2 rating is supported by (i) Stora
Enso's strong market position, being among the leading producers
with global footprint of fiber based packaging, publication and
fine papers, wood products as well as being a sizeable net seller
of softwood pulp, (ii) overall size with annual sales of
approximately EUR10.3 billion, (iii) positive industry
fundamentals with structural growth for the fiber based packaging
products, wood products as well as its increased pulp business.
At the same time, Moody's note that Stora Enso still has
significant paper operations that continue to be affected by
structural decline in demand.

The rating action also considers Stora Enso's good liquidity
profile with cash sources comprising cash on hand of
approximately EUR1.5 billion as at September 2014, internal cash
generation with funds from operations in the last twelve months
ending September 2014 of EUR996 million and an undrawn EUR700
million revolving credit facility as at September 30, 2014.

Although unlikely at this point considering expected negative
free cash-flow driven by high Capex, a rating upgrade would
require Stora Enso to gradually improve operating profitability
with EBITDA margins improving towards the mid-teens and to
achieve retained cash flow to debt at close to 20%.

Moody's would consider downgrading Stora Enso, if the company
failed to maintain an RCF/debt around the low-to-mid teen
percentages and if the EBITDA margin was trending to below 10%.

Outlook Actions:

Issuer: Stora Enso Oyj

Outlook, Changed to Stable from Negative

The principal methodology used in this rating was Global Paper
and Forest Products Industry published in October 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.

Stora Enso, headquartered in Helsinki, Finland, is among the
world's largest paper and forest products companies, with sales
of approximately EUR10.3 billion in the last twelve months ending
September 2014. Core activities include publication and fine
papers, paper packaging products and solid wood products. Stora
Enso is also a net seller of pulp.



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F R A N C E
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FAURECIA SA: Fitch Assigns 'BB-' LT Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned Faurecia SA a Long-term Issuer Default
Rating (IDR) and senior unsecured rating of 'BB-'. The Outlook on
the Long-term IDR is Stable.

The ratings reflect Faurecia's solid business profile, which we
consider strongly positioned in the 'BB' category. However, the
ratings also incorporate relatively weak financial ratios, which
drag the overall credit profile to the low end of the 'BB' rating
category. We project an improvement of key credit ratios in 2015-
2016, which should provide more flexibility for the ratings. This
improvement is evidenced by solid 1H14 figures, which confirm
that Faurecia is on the right track with its various revenue-
enhancing and cost-saving measures.

Key Rating Drivers

Leading Market Positions
The ratings are supported by Faurecia's diversification, size and
leading market positions. Its large and diversified portfolio is
a strength in the global automotive market, which is being
reshaped by the development of global platforms and concentration
of large manufacturers. We also believe that the group is well
positioned in some fast-growing segments to outperform the
overall auto supply market, notably by offering products
increasing the fuel efficiency of its customers' vehicles.

Sound Diversification
Faurecia's healthy diversification by product, customer and
geography can smooth the potential sales decline in one
particular region or lower orders from one specific manufacturer.
Its broad industrial footprint matching its customers' production
sites and needs enables Faurecia to follow its customers in their
international expansion and allows for a better natural currency
hedging.

Linkage with PSA
We applied our Parent and Subsidiary Rating Linkage methodology
and assessed that Faurecia has a broadly equivalent credit
profile to its parent, Peugeot SA (B+/Positive, 51.7% stake and
68% voting rights). However, we deem the legal, operational and
strategic ties between the two entities weak enough to rate
Faurecia on a standalone basis. In particular, we note the
historical lack of pressure from PSA to receive dividends from
Faurecia, the absence of guarantees to or from PSA and the
independent financing of the two companies.

Weak Profitability and Cash Flows
Operating margin was stable at 2.9% in 2013 but remains
relatively weak for the group's business. Profitability is
recovering, with operating margin improving to 3.3% in 1H14 but
earnings still suffer from a few remaining loss-making plants in
North America. Faurecia targets a 4.5%-5% operating margin by
2016, which would be more in line with close peers and the 'BB'
rating category. Cash generation is also commensurate with the
'B' category with funds from operations (FFO) margin of 3% in
2013, recovering gradually to between 6-7% in 2016. Free cash
flow (FCF) margin is weak (0.2% in 2013) after adjusting for
derecognized trade receivables which boosted working capital and,
in turn CFO and FCF, but which Fitch considers as a change in
debt. However, we project FCF margin to increase gradually to
about 2% in 2016.

Weak Financial Structure
Adjusted financial debt and leverage declined continuously in
recent years but remain high and commensurate with the 'B'
category. Total financial debt was EUR2.6 billion at end-2013,
including Fitch's adjustments for derecognized trade receivables
(EUR385 million) and operating leases (EUR351m), resulting in a
3.9x and 3.4x FFO adjusted gross and net leverage, respectively,
at end-2013. Nonetheless, we project FFO adjusted net leverage to
decline to about 2x at end-2015 and less than 1.5x at end-2016.

Sound Liquidity
Liquidity is supported by EUR0.3 billion of readily available
cash according to Fitch's adjustments for minimum operational
cash of EUR380 million at end-2013. The maturity profile is not
an immediate risk, with no major debt maturing before November
2016. Total committed and unutilized credit lines were EUR1.15
billion at end-1H14.

Rating Sensitivities

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

  -- Significantly lower reliance on original equipment.
  -- Sustained increase of operating margins above 5% (2013: 3%,
     2014E: 3.6%, 2015E: 3.9%).
  -- Sustained increase of FCF margins above 2% (2013: 0.2%,
     2014E: 0.2%, 2015E: 0.8%).

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Inability to sustain the improvement in profitability and
    cash generation, leading in particular to operating margins
    remaining below 3% and FCF margins remaining below 1%.

-- Inability to sustain the decrease in leverage, leading in
    particular to FFO adjusted net leverage remaining above 3x.

-- Deteriorating liquidity, notably through difficult or
    expensive refinancing.


RENAULT SA: Moody's Affirms 'Ba1' CFR & Changes Outlook to Pos.
---------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the Ba1 corporate family rating (CFR), the Ba1-PD
probability of default rating (PDR) and the Ba1 senior unsecured
rating of Renault S.A. Concurrently, Moody's has affirmed the
ratings assigned to the company including its Ba1 CFR, Ba1-PD
PDR, Ba1 senior unsecured rating and Not-Prime Commercial Paper
rating.

"The positive outlook reflects Renault's improved operational
performance mostly driven by the success of recent model launches
and cost reduction achieved", says Yasmina Serghini-Douvin, a
Moody's Vice-President Senior Credit Officer and lead analyst for
Renault. "We also expect Renault's upcoming model launches --
particularly in the C & D segment, continued cost optimization
and additional industrial integration with Nissan to
progressively strengthen its profitability in the medium-term,"
adds Mrs. Serghini-Douvin.

Ratings Rationale

The change of outlook reflects Renault's gradually improved
profitability and its ongoing strategic initiatives in order to
increase its volumes and its cost efficiency. Moody's believes
there are good prospects for further profitability uptick within
the next 12 to 18 months that would narrow the margin gap with
Renault's global competitors, reflecting (1) the incremental
volume increase helped by a rejuvenated models and growing,
albeit slowly, European markets, (2) higher margins expected from
upcoming product launches in the C & D segments; (3) additional
cooperation with Nissan Motor Corp., Ltd (A3 stable) and other
industrial partners, which is expected to yield higher production
synergies; and (4) further cost reductions, expected notably as
part of the company competitiveness plan in France.

Renault recorded a 14.9% growth in European volumes during the
first nine month of this year, mainly driven by the success of
recent model launches in the B-segment (Clio launched in Q4 2012
and Captur launched in Q2 2013) as well as the continued success
of the company's budget-priced Dacia brand (mainly Sandero 2 and
Duster), aided by a recovery in European markets. This dynamic
commercial momentum in Europe more than outpaced the decline in
demand in certain emerging markets in 2014. Moody's also
positively notes that the company maintained or grew its market
shares in most of its markets helped by recent model launches.
While Moody's expects trading conditions to remain difficult in
Latin America, Africa and Eurasia in the next 12 months, the
rating agency believes that Renault will benefit from the
momentum created by its recently introduced models and will be
able to at least sustain its current market shares. In addition
the upcoming product launches over the next 2 years in the C & D
segments (Espace in early 2015, a new C-cross over in mid-2015,
Laguna and M'gane in late 2015 and Scenic in 2016) will support
incremental volume growth and profitability, as those vehicles
should sell at higher pricing points thus can enhance margins.

Renault's reported automotive operating margin (excluding
Nissan's at-equity income) rose to 1.9% during H1 2014 compared
with 1.1% in H1 2013, 1.3% in 2013 and 0.1% in 2012. This
progress mainly reflects the cost savings achieved under the
company's ongoing restructuring program. Renault's operating
margins (excluding Nissan) are nevertheless weaker than those of
other rated global automotive manufacturers such as Ford Motor
Company (Baa3 stable). Looking ahead, Moody's expects Renault to
continue to optimize its cost structure and productivity, mostly
thanks to more integration with Nissan, which should help reduce
manufacturing and logistics costs. Also, its upcoming model
launches and the continued cooperation with partners (including
Daimler AG, A3 stable) will also raise capacity utilization in
Europe and contribute positively to profits. Lastly Renault is
expected to deliver further cost savings under its
competitiveness plan implemented in France since 2013.

In addition, the positive outlook captures the improvement of
Renault's credit metrics in the 12 months to June 30, 2014, as
illustrated by a Moody's-adjusted EBITA margin (including
Nissan's at-equity income) of 5.2% (3.4% in 2013) and a Moody's-
adjusted debt/EBITDA ratio of 3.6x (3.7x in 2013). While free
cash flow (FCF) generation was negatively impacted by seasonal
effects and inventory reduction at the level of independent
dealers during H1 2014, Moody's expects Renault's Moody's-
adjusted FCF to be positive in the full-year 2014 and 2015.

Moreover, Renault has maintained a robust liquidity profile
helped by favorable operational trends and its access to undrawn
committed credit lines (EUR3.285 billion as of June 30, 2014).
Moody's expects Renault to maintain its balanced financial
policy, whereby it contains capex spending within its stated
limit of 9% of revenues per year (including research and
development investments) and pursues a prudent dividend policy.

What Could Change the Ratings DOWN/UP

Moody's could consider upgrading Renault's rating to Baa3 if the
company (1) at least maintains its current key market shares; and
(2) further increases its operating performance (excluding the
contribution from Nissan and AVTOVAZ), with a reported automotive
operating margins above 2% on a sustainable basis. This would be
reflected by a debt/EBITDA ratio in the 2.5x-3.5x range. In
addition, Moody's would expect the company to generate a positive
Moody's-adjusted FCF through the cycle of around EUR300-750
million per year.

Downward pressure on the rating could develop if (1) Renault's
competitive position declines in its key markets, reflected in
market share losses; (2) the market environment weakens beyond
expectations with regards to volumes or prices; (3) the operating
performance of Renault's automobile division deteriorates; and/or
(4) the Moody's-adjusted FCF is sizeable and negative in the next
12 months.

The principal methodology used in this rating was Global
Automobile Manufacturer Industry published in June 2011.



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G E R M A N Y
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DECO 9 - PAN EUROPE: Fitch Affirms 'C' Ratings on 5 Note Classes
----------------------------------------------------------------
Fitch Ratings has affirmed DECO 9 - Pan Europe 3 plc's (DECO 9)
floating-rate notes due 2017 as follows:

EUR114.8 million class A2 (XS0262561276) affirmed at 'BBsf';
Outlook Stable

EUR39 million class B (XS0262561946) affirmed at 'Bsf'; Outlook
revised to Stable from Negative

EUR37.6 million class C (XS0262562753) affirmed at 'CCCsf';
Recovery Estimate (RE) 30%

EUR15.2 million class D (XS0262563215) affirmed at 'CCsf'; RE0%

EUR21.5 million class E (XS0262563728) affirmed at 'Csf'; RE0%

EUR34.2 million class F (XS0262564452) affirmed at 'Csf'; RE0%

EUR6.7 million class G (XS0262565004) affirmed at 'Csf'; RE0%

EUR10 million class H (XS0262565939) affirmed at 'Csf'; RE0%

EUR4.8 million class J (XS0262566234) affirmed at Csf'; assigned
RE0%

The transaction closed in August 2006 and was originally the
securitization of 11 commercial real estate loans secured on
collateral located in Germany (eight loans) and Switzerland. In
July 2014, only two loans remained, following the full redemption
of the Swiss and six German loans. Both loans are in default.

Key Rating Drivers

The affirmation of the class A2 and B notes reflects the
repayment of the Dresdner office portfolio over the last 12
months, as expected by Fitch. It also reflects ongoing asset
sales for the defaulted Treveria loan, with sale proceeds over
the last 12 months slightly exceeding Fitch's 2013 expectations,
contributing to the Stable Outlooks.

The other ratings reflect potential losses, to varying degrees,
being incurred on the notes, with write-downs being deemed
inevitable on the class E to J notes.

The EUR342 million Treveria loan, of which 50% is securitized in
DECO 9, entered special servicing in 2010 due to the opening of
insolvency and enforcement proceedings. Since the default, 27
assets (of originally 61, predominantly retail warehouses located
throughout Germany) have been sold. Gross sale prices averaged
below both 2011 asset values (at 93%) and allocated loan amounts
(at 79%), although sale proceeds during the last 12 months
slightly exceeded Fitch's expectations.

The remaining 33 assets need to be sold within the next 26
months, barring a note restructuring. Fitch believes that there
will be downward pressure on sales prices closer to bond
maturity, e.g. discounts offered to buyers of multiple assets.
Furthermore, the rising vacancy rate of the portfolio (28% in
July 2014) suggests negative selection. We expect a significant
loss on the loan.

The EUR112.8 million PGREI Portfolio loan defaulted at its
maturity in July 2014 as expected and entered special servicing.
Interest payments switched to floating from fixed, freeing more
surplus income for capital expenditure and loan redemption. The
loan is secured by 55 assets (predominantly retail warehouses)
located in Germany, almost fully let with a weighted average
remaining lease term of 5.8 years. The top five tenants
(established retailers Netto, Rewe, LIDL, KiK and Edeka) account
for 79% of rental income.

Prior to its default, the collateral had not been revalued since
closing. Fitch believes that the assets have declined
significantly in value despite their robust income profile and
that no equity remains. Due to the approaching bond maturity,
PGREI will likely face the same portfolio sales approach as
Treveria, making a full repayment unlikely.

Rating Sensitivities

Should the senior notes remain outstanding within six months to
bond maturity in January 2017, a 'Bsf' rating cap may be applied.

Fitch estimates 'Bsf' principal proceeds of approximately EUR167
million.



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CREGSTAR BIDCO: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating (CFR) and a B2-PD Probability of Default rating (PDR) to
Cregstar BidCo Limited, the holding company for Creganna and its
subsidiaries ("Creganna" or "the company"). The company is
indirectly majority-owned by funds managed by Permira Advisers
LLC. Concurrently, Moody's has assigned ratings to the new senior
secured loans, namely a provisional (P)B1 to the first lien
secured facilities of USD210 million, which includes a USD25
million revolving credit facility (RCF), and a provisional
(P)Caa1 to the second lien secured facility of USD90 million,
which will be borrowed at Irish Finco and a co-borrower. The
rating outlook is stable.

The new loan instruments will be used to repay existing debt at
Creganna, as well as to fund its purchase of Precision Wire
Instruments (PWC, not rated), a transaction that is expected to
be completed in November, as well as transaction costs. Both
Creganna and PWC specialize in the manufacturing of components
that facilitate the delivery of devices used in minimally
invasive surgical procedures. Creganna manufactures hypotubes,
specialty needles, catheter components and braided coil
components; while PWC focuses on precision medical wire
components used in surgical procedures. The two companies have an
overlapping client base of major medical devices suppliers, and
manufacture under contracts with those suppliers.

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

Ratings Rationale

Creganna's ratings are supported by its stable and recurring
revenue base for its key products. The company has a client base
that includes some of the top players in the medical devices
industry, including Boston Scientific Corporation (Baa3 stable),
Medtronic, Inc (A2 ratings under review), Johnson & Johnson (Aaa
stable), Abbott Laboratories (A1 negative), Edwards Lifesciences
Corporation (Baa3 stable), Biotronik (not rated) and Covidien
International Finance S.A. (Baa1 ratings under review), who are
all among its top ten client base. All of the top 10 client
relationships have existed for at least five years. The company
estimates that it is the sole or lead supplier for the large
majority of its products, which have average life cycles of
between six and ten years. Moody's believe that the acquisition
of PWC offers Creganna some complementary segments to its own, as
well as a slightly greater geographical reach in terms of
revenues. Fundamentally Moody's believe that the market for
medical devices which Creganna and PWC serve will continue to
show moderate but stable growth, in part driven by emerging
markets, ageing populations, and possibly from healthcare reform
in the US, albeit depending also on the trend in outsourcing.

Creganna's ratings are constrained by its fairly high leverage,
with gross adjusted debt expected to be around 6.0x as of August
2014 on a pro forma basis for the acquisition of PWC. Moody's
believe that any deleveraging is likely to be slow, reflecting
mainly Moody's view that industry growth will be steady but slow
as well, and also depending on the company's ability to achieve
cost synergies from merging with PWC. In addition, while Moody's
recognize the relative stability of its client base, given the
high degree of specialization of its products, Moody's note that
there is a fairly high concentration of its clients. The top 10
clients making up about 70% of its revenues, a share that will
remain fairly unchanged with the PWC acquisition, although there
are multiple contracts with each of these clients. Related to
this is the general exposure to outsourcing policies of its major
clients, such that the loss of a major client could have a fairly
material impact on profitability.

Structural Considerations

The capital structure of the group will consist of first and
second lien secured term loan facilities. The first lien
facilities will amount to USD210 million, of which USD25 million
will be the RCF maturing in 2019 and USD185 million will be the
first lien term loan due 2021. There will also be a second lien
secured term loan due 2022 for USD90 million. The loans will be
borrowed at Irish Finco and a US co-borrower. All loans will be
secured on substantially all of the tangible and intangible
assets of the borrower and guarantors, which will consist of all
material subsidiaries of the group. Under the terms of an inter-
creditor agreement, in the case of an enforcement of collateral,
the proceeds must first be applied to the repayment of the first
lien instruments and then to the second lien instruments. As a
result of this structure, the first lien facilities are rated
(P)B1 (LGD3), one notch above the CFR, and the second lien
facilities are rated (P)Caa1 (LGD5).

Moody's also notes the presence of a loan (USD145 million as of
FYE2013 including accrued interest) to Cregstar BidCo, where the
CFR is assigned, from Cregstar FinCo Limited, an entity within
the restricted group but with no operations and which serves
purely as a financing vehicle for the company. Cregstar FinCo is
funded via a shareholder loan from outside the restricted group,
which is treated as equity for the purpose of Moody's metrics
calculations. Under the terms of the new credit agreement and
subordination agreements, the loan from Cregstar FinCo is
subordinated to the rated instruments. Cregstar BidCo's ability
to make payments on the loan to Cregstar Finco is constrained
under the terms of the inter-company loan agreement by the same
restrictions that govern Cregstar Finco's ability to make
payments under the shareholder loan, which is factored into
Moody's rating assessment.

Liquidity

Moody's expect the company to retain good liquidity. At closing,
the company will retain a cash balance of USD10 million, and an
undrawn RCF of USD25 million. The only maintenance financial
covenant for the term loans will be a Total Net Leverage Ratio
which will apply only to the RCF and be tested quarterly if more
than 30% of the RCF is drawn. The company exhibits very limited
seasonality in quarterly cash flows. However, given the low
starting cash balance post transaction, Moody's liquidity
assessment assumes continued access to the RCF and strong
covenant headroom. Moody's note that PWC is a higher margin
business and has generated more free cash flows in the past two
years, partly on account of a lower cash interest burden, and
Moody's expect that it will contribute to generating somewhat
greater free cash flows for the combined group as a whole. There
will be negligible debt amortization in the initial years; the
first lien term loan amortises at 1% per year, while the second
lien is a bullet repayment.

Outlook

The stable outlook reflects the fact that Moody's expect the
gross adjusted leverage metric to improve towards 5.5x over the
coming 12-18 months, which Moody's believe will be supported by
market growth and also the level of synergies achieved with the
pending merger with PWC.

What Could Change The Rating UP

Positive rating pressure would be considered if the leverage
metric as adjusted by Moody's were to fall towards 4.5x, although
this is not expected to occur in the coming 12-18 months.

What Could Change The Rating DOWN

Downgrade pressure would likely occur if the anticipated
synergies from the acquisition do not materialize, resulting in
weaker than expected operating performance, such that the gross
leverage metric does not trend below 6x, or on concerns about
liquidity, although this is not Moody's current expectation.

The principal methodology used in these ratings was Global
Medical Product and Device Industry published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Galway, Ireland, Cregstar BidCo Limited is a
contract manufacturer of delivery devices and related components
used in minimally invasive surgical procedures. In 2013, the
company reported revenues and an operating profit of USD163.4
million and USD17 million, respectively. PWC is also a contract
manufacturer of custom medical guide wire supporting components
used in minimally invasive procedures. Based on Portland, Oregon,
in 2013 the company reported revenues and operating profits of
USD62.2 million and USD7 million, respectively.


MAGI FUNDING: Moody's Affirms 'Ba2' Rating on EUR11.7MM Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes issued by Magi Funding
I plc:

EUR212,600,000 (current balance EUR37,534,973) Class A Floating
Rate Notes due 2021, Affirmed Aaa (sf); previously on Feb 18,
2014 Affirmed Aaa (sf)

EUR33,800,000 Class B Deferrable Floating Rate Notes due 2021,
Upgraded to Aa3 (sf); previously on Feb 18, 2014 Confirmed at A2
(sf)

EUR7,500,000 Class C Deferrable Floating Rate Notes due 2021,
Upgraded to Baa2 (sf); previously on Feb 18, 2014 Affirmed Baa3
(sf)

EUR11,760,000 (current balance EUR4,850,051) Subordinated Notes
II A due 2021, Affirmed Ba2 (sf); previously on Feb 18, 2014
Upgraded to Ba2 (sf)

Magi Funding I plc, issued in February 2006, is a single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield senior secured European loans managed by
Henderson Global Investors Limited. This transaction ended its
reinvestment period in April 2012.

Ratings Rationale

According to Moody's, the upgrade of Class B and Class C notes is
primarily a result of the continued amortization of the portfolio
and subsequent increase in the collateralization ratios since the
last rating action in February 2014, and improvement in key
portfolio credit metrics. Moody's notes that as of October 2014,
the reported performing pool had reduced by EUR35.9 million
(26.2%) since January 2014, leading to an increase in the
overcollateralization ratios (or "OC ratios") of the senior
notes. As per the trustee report dated October 2014, the Class A,
Class B, and Class C OC ratios are reported at 195.52%, 128.68%,
and 119.61%, compared to January 2014 levels of 174.07%, 124.57%,
and 117.18% respectively. These reported increases in OC ratios
do not take into account the EUR27.5 million pay-down of Class A
notes on the October 2014 payment date. Reported WARF has
improved from 2991 to 2724 between January 2014 and October 2014,
and exposure to Caa assets has reduced from 21.5% of performing
par to 6.0% during the same period.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
EUR pool with performing par balance of EUR99.30 million,
defaulted par of EUR1.97 million, a weighted average default
probability of 21.56% (consistent with a WARF of 3011 over a
weighted average life of 4.43 years), a weighted average recovery
rate upon default of 48.94% for a Aaa liability target rating, a
diversity score of 16 and a weighted average spread of 3.93%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 97.0% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the non first-lien loan corporate assets would recover 15%. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics
of the collateral pool into its cash flow model analysis,
subjecting them to stresses as a function of the target rating of
each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average spread in the
portfolio. Moody's ran a model in which it reduced the weighted
average spread by 50 bp; the model generated outputs that were
within one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

2) Around 17.0% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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



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


SESTANTE FINANCE 3: Fitch Cuts Rating on Class B Notes to 'CCC'
---------------------------------------------------------------
Fitch Ratings has downgraded four tranches of four Sestante
Finance transactions and affirmed 13 other tranches.  Of the
affirmed tranches four have had their Outlook revised to Stable
from Negative.

Sestante Finance is a series of Italian RMBS comprising loans
originated by Meliorbanca (now part of Banca Popolare
dell'Emilia-Romagna (BPER), rated BB+/Negative/B).

Sestante Finance S.r.l. (SF1):

  Class A1 (ISIN IT0003604789): affirmed at 'AA+sf'; Outlook
  revised to Stable from Negative

  Class A2 (ISIN IT0003604813): affirmed at 'AA+sf'; Outlook
  revised to Stable from Negative

  Class B (ISIN IT0003604839): affirmed at 'A+sf'; Outlook
  revised to Stable from Negative

  Class C (ISIN IT0003604854): downgraded to 'BBB-sf'; from
  'BBB+sf'; Outlook Stable

Sestante Finance 2 S.r.l. -- 2 (SF2):

  Class A (ISIN IT0003760136): affirmed at 'AA+sf'; Outlook
  revised to Stable from Negative

  Class B (ISIN IT0003760193): affirmed at 'BBB-sf'; Outlook
  Negative

  Class C1 (ISIN IT0003760227): affirmed at 'CCCsf'; Recovery
  Estimate (RE) of 40%
  Class C2 (ISIN IT0003760243): affirmed at 'CCsf'; RE of 0%

Sestante Finance S.r.l. -- 3 (SF3):

  Class A (ISIN IT0003937452): affirmed at 'Asf'; Outlook revised
  to Stable from Negative

  Class B (ISIN IT0003937486): downgraded to 'CCCsf'; from 'Bsf';
  RE of 85%

  Class C1 (ISIN IT0003937510): affirmed at 'CCsf'; RE of 0%

  Class C2 (ISIN IT0003937569): affirmed at 'CCsf'; RE of 0%

Sestante Finance S.r.l. -- 4 (SF4):

  Class A1 (ISIN IT0004158124): downgraded to 'Bsf' from 'BBsf';
  Outlook Stable

  Class A2 (ISIN IT0004158157): downgraded to 'Bsf' from 'BBsf';
  Outlook Stable

  Class B (ISIN IT0004158165): affirmed at 'CCsf'; RE of 0%

  Class C1 (ISIN IT0004158249): affirmed at 'CCsf'; RE of 0%

  Class C2 (ISIN IT0004158264): affirmed at 'CCsf'; RE of 0%

KEY RATING DRIVERS

Deteriorating Asset Performance

Over the past 12 months, the performance of the underlying
portfolios has continued to deteriorate as the volume of
defaulted loans is now between 7.6% (SF1) and 15.1% (SF4) of the
initial pool, compared with 7% (SF1) and 13.2% (SF4) 12 months
ago.  The pipeline of loans in late stage arrears (at least 3
monthly payments overdue) remains considerably large, between
4.5% (SF1) and 7% (SF4) of the current pool.

Fitch attributes the weak performance to the adverse nature of
the loans in the portfolio. Loans to self-employed borrowers
range between 10.5% (SF4) and 27.7% (SF1) of the portfolio, while
foreign nationals make up between 12.3% (SF1) and 22.3% (SF4) of
the pool.  In comparison to their peers the portfolios have high
original loan-to-value (LTV) ratios (around 71%), which are
treated less favorably in Fitch's analysis.  In Fitch's view
these factors, combined with the fragile economic environment in
Italy, imply that asset performance is unlikely to improve in the
next 12 months.

Improved but Limited Recoveries

Updated information received from the servicer (Italfondiario
rated RPS2+/RSS1-) implies that recovery proceedings have been
completed for only 167 defaulted mortgages (9.4% of the total
gross defaults).  The average recovery rate for these loans was
calculated at 77% of the outstanding loan balance at the time of
default.  The servicer has sold through auction an additional 192
properties (linked to 8.4% of the total gross defaults), with an
average recovery rate of 45%; however, the recovery process for
these loans is not yet complete.  In its criteria for Italian
RMBS, Fitch assumes an average 7.4 years for tribunal
proceedings.

Since Italfondiario took over the servicing of the portfolios in
March 2011, the recovery inflows have significantly improved.
Fitch believes that future recovery income will remain low as a
result of the low liquidity in the property market and lengthy
recovery timing.

Reserve Fund Draws

As of end-Sept. 2014, SF1 is the only transaction in the series
to have a cash reserve remaining (37.7% of its target balance).
The reserve has continuously been drawn to provision for
defaulted loans.  As a result the credit support available to the
junior notes has decreased and is no longer sufficient to
withstand the previous 'BBB+sf' rating stresses, which is
reflected in the downgrade to 'BBB-sf'.

In Fitch's opinion reserve fund drawings will decrease after the
full redemption of the class A2 interest-only notes (scheduled
for Dec. 2016) as more excess spread will be available to the
structure for provisioning purposes.

The remaining transactions in the series have reported increasing
balances of un-provisioned loans in the principal deficiency
ledger (PDL).  The build-up in PDLs is a consequence of high
default volumes, subdued recovery income and insufficient excess
spread.  This balance of un-provisioned loans ranges between 3.3%
(SF2) and 13.2% (SF4) of the current note balance.

Given the high volume of defaults and limited recovery
expectations, Fitch believes that future cash flows will not be
sufficient to clear the outstanding PDLs.  As a result, senior
notes of SF4 have been downgraded to 'Bsf', while the default of
the mezzanine notes of SF3 is deemed possible, as reflected in
the 'CCCsf' rating.

The rest of the notes in the series have adequate credit support
to withstand the current rating stresses, as reflected in the
affirmation and revision of the Outlooks to Stable.

Sufficient Liquidity

The collateralized liquidity facilities available to the
structures of SF2, SF3 and SF4, and the cash reserve in SF1
adequately mitigate payment interruption risk in case of servicer
default.  Fitch tested the liquidity available in the structures
with a stressed Euribor and found that the facilities were able
to cover up to two payment dates of interest on the senior notes
and senior fees.

RATING SENSITIVITIES

Changes to Italy's Long-term Issuer Default Rating (BBB+/Stable)
and the rating cap for Italian structured finance transactions,
currently 'AA+sf', could trigger rating changes to the most
senior outstanding tranches.

Deterioration of the asset performance beyond Fitch's
expectations and recovery proceeds lower than the agency's
implied stresses would result in negative rating actions.



===================
K A Z A K H S T A N
===================


HOME CREDIT: Fitch Cuts Long-Term Issuer Default Ratings to 'B+'
----------------------------------------------------------------
Fitch Ratings has downgraded Kazakhstan-based SB JSC Home Credit
and Finance Bank (HCK) to 'B+' from 'BB-'. The Outlook is
Negative.

Key Rating Drivers -- IDRS, National Rating, Support Rating and
Senior Debt Ratings

The downgrade of HCK's ratings follows the downgrade of its
parent bank, Russia's Home Credit & Finance Bank. HCK's downgrade
reflects the parent's reduced ability to provide support to HCK,
in case of need, due to pressure HCFB faces from deteriorating
asset quality in its domestic market. The Negative Outlook on
HCK's ratings mirrors that on the parent.

Fitch continues to view HCFB's propensity to support HCK as high
given the strategic importance of the subsidiary; the latter
remained profitable in 1H14 while the parent reported significant
losses. Furthermore, any such support should only require
moderate resources from the parent as HCK accounted for less than
7% of HCFB's assets at end-1H14. Fitch's view also takes into
account HCFB's full ownership, common branding and reputational
risk for HCFB in case of HCK's default.

The one-notch difference between HCFB's and HCK's ratings
reflects the cross-border nature of the parent-subsidiary
relationship and uncertainty regarding the performance of the
unsecured consumer finance market in Kazakhstan and the strategic
importance of the subsidiary for HCFB over the longer-term.

HCK's senior unsecured debt is rated in line with its Long-term
IDRs and National Ratings (for domestic debt issues), reflecting
Fitch's view of average recovery prospects, in case of default.

Rating Sensitivities -- IDRs, National Rating, Support Rating and
Senior Debt Ratings

A downgrade of HCFB's Long-term IDR could result in a downgrade
of HCK's Long-term IDRs if in Fitch's view this indicates a
further significant weakening in the ability of the parent to
provide support. This would also impact the National Rating and
senior debt ratings.

The rating actions are as follows:

HCK

  Long-term foreign and local currency IDRs: downgraded to 'B+'
  from 'BB-'; Outlooks Negative

  Short-term foreign currency IDR: affirmed at 'B'

  National Long-Term Rating: downgraded to 'BBB (kaz)' from
  'BBB+(kaz)'; Outlook Negative

  Viability Rating: unaffected at 'b'

  Support Rating: downgraded to '4' from '3'

  Senior unsecured debt Long-term rating: downgraded to 'B+' from
  'BB-', Recovery Rating assigned at 'RR4'

  Senior unsecured debt Long-term rating: downgraded to 'BBB
  (kaz)' from 'BBB+(kaz)'



=================
L I T H U A N I A
=================


UAB BITE LIETUVA: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Lithuania-based mobile
telecommunications operator UAB Bite Lietuva (Bite) and its 100%
owner Bite Finance International B.V.  The outlook is stable.

S&P also affirmed its 'B' issue rating on the EUR200 million
senior secured notes issued by Bite Finance.

S&P's rating on Bite reflects S&P's assessments of the company's
"weak" business risk profile and its "aggressive" financial risk
profile.

S&P's assessment of Bite's business risk profile reflects intense
competition from the local subsidiaries of two large Nordic
operators, TeliaSonera AB and Tele2 AB, as well as Bite's low
profitability, limited diversification with its small customer
base, and volatility in Lithuania's and Latvia's small economies.
These weaknesses are partly offset by Bite's well-established
operations in Lithuania, where the company's market share of
revenues has stabilized at about 30% over the past years, and its
increasing presence in Latvia, which it entered in 2005.
However, Bite's expansion in Latvia has slowed, and with a
revenue market share of 19% in the third quarter of 2014, it
still remains a distant No. 3.

S&P's assessment of Bite's financial risk profile reflects the
company's limited free operating cash flow (FOCF) generation and
S&P's forecast that the company's adjusted debt to EBITDA will be
about 4.5x over the next two years.  The exposure to the risk of
currency devaluation will disappear in Jan. 2015 once Lithuania
adopts the euro (Latvia joined the eurozone -- European Economic
and Monetary Union -- in Jan. 2014).  These weaknesses are
moderated by S&P's anticipation of positive and growing FOCF in
2014-2015, and EBITDA interest coverage at 2.8x in the same
period.  Furthermore, S&P expects the reported net debt-to-EBITDA
ratio to be about 4x in 2014, before declining to 3.7x in 2015,
assuming Bite continues to build up cash in the absence of
dividends or acquisitions.

S&P applies a one-notch negative adjustment, based on its
comparable ratings analysis.  This is because S&P classifies
Bite's business risk profile as being at the lower end of S&P's
"weak" category.  This takes into account the current operating
pressures, volatile economies, and the company's modest scale.
Furthermore, S&P regards Bite's financial risk profile as being
at the lower end of the "aggressive" category, notably because
the ratio of FOCF to debt is below 5%.

Under S&P's base case, it assumes:

   -- Solid annual GDP growth of about 3% in Lithuania and 4% in
      Latvia.

   -- A nearly 3% decline in revenues in 2014, and modest growth
      in 2015.  S&P thinks that Bite's revenues in Lithuania will
      benefit in the coming quarters from the recovery of the
      market environment.  In Latvia, revenues could increase if
      Bite continues to gain market share.  S&P don't expect any
      material contribution from mobile data revenues in 2015,
      even if Bite started rolling out its long-term evolution
      (LTE) networks in the coming quarters.  This is because the
      penetration rate of LTE devices is still very low in the
      two countries.

   -- EBITDA will improve significantly year-on-year in the
      fourth quarter of 2014 -- in the same quarter in 2013,
      EBITDA was hit by low-price packages and restructuring
      costs.  As a result, annual consolidated EBITDA should
      stabilize at about EUR45 million through 2015.

   -- Annual capital expenditures of about EUR17 million.  This
      includes Bite's continued upgrading of its 3G (third
      generation) networks in Lithuania in 2014 and the roll out
      4G networks in Lithuania and Latvia in the next quarters;

   -- Bite acquired 800 megahertz frequencies in those countries
      in the fourth quarter of 2013.

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

    -- Adjusted EBITDA margin of about 26% for the full year
       2014.

   -- Funds from operations (FFO) to debt between 13% and 15% in
      2014-2015.

   -- Adjusted debt to EBITDA between 4.3x and 4.6x in 2014-2015.

The stable outlook on Bite reflects S&P's expectation that Bite's
EBITDA will increase significantly in the fourth quarter of 2014,
resulting in adjusted debt to EBITDA at about 4.5x over the next
12 months.  S&P also expects Bite to maintain adequate liquidity
and covenant headroom above 15%.

S&P could lower the ratings if Bite's EBITDA did not recover as
S&P expects in the coming quarters, resulting in annual EBITDA
approaching EUR40 million.  This is because it would translate
into adjusted debt to EBITDA at 5x and covenant headroom dropping
to below 10%.  This would lead S&P to revise its assessment of
the company's financial risk profile to "highly leveraged" from
"aggressive," and would put pressure on the ratings.

Ratings upside is unlikely in the next 12 months as S&P do not
expect annual EBITDA to exceed EUR50 million, which would
translate into adjusted debt to EBITDA below 4x and FOCF to debt
approaching 10%.



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


PATAGONIA FINANCE: Moody's Cuts Rating on EUR453.2MM Notes to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
downgrade the rating on the following notes issued by Patagonia
Finance S.A.:

  EUR453,211,500 (currently outstanding balance of
  EUR324,730,600) Senior Zero coupon notes, Downgraded to Ca and
  Placed Under Review for Possible Downgrade; previously on
  Jul 2, 2014 Upgraded to Caa3

This transaction represents a repackaging of Banca Monte dei
Paschi di Siena S.p.A subordinate bonds, where the fixed coupon
is reinvested to match the accretion of the zero coupon notes.

Ratings Rationale

Moody's explained that the rating action taken is the result of a
rating action on the subordinate rating of Banca Monte dei Paschi
di Siena S.p.A, which was downgraded to Ca from Caa3 and placed
under review for downgrade on October 30, 2014.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in April
2010.

Factors that Would Lead to an Upgrade or Downgrade of the Rating:

This rating is essentially a pass-through of the rating of the
underlying securities. Noteholders are exposed to the credit risk
of Banca Monte dei Paschi di Siena S.p.A. and therefore the
rating moves in lock-step.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy especially as the transaction
is exposed to an obligor located in Italy and 2) more
specifically, any uncertainty associated with the underlying
credits in the transaction could have a direct impact on the
repackaged transaction.

Moody's expects to conclude this review when the review of Banca
Monte dei Paschi di Siena S.p.A. is completed.



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


CAIRN CLO I: Moody's Affirms 'B2' Rating on Class E Notes
---------------------------------------------------------
Moody's Investors Service has announced that it has taken the
following rating actions on the following classes of notes issued
by Cairn CLO I B.V

EUR35 million (currently outstanding EUR17.9M) Class A-1 Senior
Secured Floating Rate Variable Funding Notes due 2022, Affirmed
Aaa (sf); previously on Jun 27, 2014 Affirmed Aaa (sf)

EUR169.75 million (currently outstanding EUR53.4M) Class A-2
Senior Secured Floating Rate Notes due 2022, Affirmed Aaa (sf);
previously on Jun 27, 2014 Affirmed Aaa (sf)

GBP11.45 million (currently outstanding GBP9.3M) Class A-3
Senior Secured Floating Rate Notes due 2022, Affirmed Aaa (sf);
previously on Jun 27, 2014 Affirmed Aaa (sf)

EUR11.7 million Class A-4 Senior Secured Floating Rate Notes due
2022, Affirmed Aaa (sf); previously on Jun 27, 2014 Affirmed Aaa
(sf)

EUR30 million Class B Senior Secured Deferrable Floating Rate
Notes due 2022, Upgraded to Aaa (sf); previously on Jun 27, 2014
Upgraded to Aa1 (sf)

EUR23 million Class C Senior Secured Deferrable Floating Rate
Notes due 2022, Upgraded to Aa3 (sf); previously on Jun 27, 2014
Affirmed A3 (sf)

EUR21.5 million Class D Senior Secured Deferrable Floating Rate
Notes due 2022, Upgraded to Baa3 (sf); previously on Jun 27,
2014 Affirmed Ba1 (sf)

EUR10.5 million Class E Senior Secured Deferrable Floating Rate
Notes due 2022, Affirmed B2 (sf); previously on Jun 27, 2014
Downgraded to B2 (sf)

Cairn CLO I B.V., issued in December 2006, is a multi currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. It is predominantly composed of
senior secured loans. The portfolio is managed by Cairn Capital
Limited and this transaction ended its reinvestment period in
January 2013.

The issues liabilities are denominated in EUR and GBP and
naturally hedged by assets denominated in EUR and GBP
respectively.

Ratings Rationale

The actions on the notes are primarily a result of deleveraging
of the senior notes and subsequent improvement of over-
collateralization ratios since the rating action in June 2014.
Classes A-1, A-2, A-3 notes have paid down in total by
approximately EUR 60.9m (or 28.17% of its closing balance) at the
last payment date in July 2014.

As a result the OC ratios for all classes of notes have increased
in the last five months. As per the latest trustee report dated
September 2014, the Class A, Class B, Class C, Class D and Class
E overcollateralization ratios are reported at 205.20%, 155.24%,
130.82%, 114.05% and 107.34%, respectively, compared to 162.31%,
135.87%, 120.78%, 109.42% and 104.62% in April 2014 report that
was used for the June rating action.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR170.3 million
and GBP16.2 million, a weighted average default probability of
21.69% (consistent with a WARF of 3025), a weighted average
recovery rate upon default of 47.87% for a Aaa liability target
rating, a diversity score of 23 and a weighted average spread of
4.07%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 93.90% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average spread in the
portfolio. Moody's ran a model in which it lowered the weighted
average spread by 30bp; the model generated outputs that were
within one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

   * Around 26.77% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

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

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


TALISMAN 5: Fitch Cuts Rating on Class B Notes to 'BBsf'
--------------------------------------------------------
Fitch Ratings has downgraded TALISMAN - 5 Finance plc's class A
and B notes due in July 2016 and affirmed the others as follows:

EUR116.7 million class A (XS0278333736) downgraded to 'BBBsf'
from 'Asf'; Outlook Negative

EUR35.9 million class B (XS0278334460) downgraded to 'BBsf' from
'BBB-sf'; Outlook Negative

EUR26.1 million class C (XS0278334973) affirmed at 'CCsf';
Recovery Estimate (RE)75%

EUR9.4 million class D (XS0278335277) affirmed at 'Dsf'; RE0%

EUR0 million class E (XS0278335863) affirmed at 'Dsf'; RE0%

TALISMAN - 5 Finance plc originally was a EUR544.2 million
securitization of seven loans, originated by ABN AMRO. Since the
transactions closing in 2006 two loans repaid in full and one
suffered a loss. As of end-October 2014, four loans are
outstanding with a cumulative balance EUR188.1 million. All loans
are currently in special servicing.

Key Rating Drivers

The downgrade of the class A and B reflects the growing risk that
the issuer's assets and liabilities may remain outstanding at
legal final maturity (LFM) in July 2016 as the transaction
approaches its maturity. The Negative Outlook reflects the risk
that this transaction may be subject to further downgrades should
there be insufficient progress in working out the remaining loans
nearer to LFM.

Since Fitch's last rating action, little progress has been made
in the resolution of the EUR60 million Fish loan (32% of the
pool). The loan defaulted at maturity and is secured by a multi-
let office property in Hamburg. After the operating advisor
refused a EUR48 million discounted pay-off -- a value in excess
of the then market value of the property -- in April 2013 the
special servicer agreed to pursue a strategy including the
leasing of the vacant space (currently 18% of the space) and the
regearing of the current leases -- both of which have so far
proven unsuccessful. Fitch views the strategy as being
constrained by the upcoming LFM, which could therefore result in
hefty losses as demonstrated by the whole loan LTV of 159%.

The EUR48.6 million Penguin loan (26% of the pool) is secured by
six office properties in the Paris region. The assets located in
Colombes (four properties) are currently subject to a sale and
purchase agreement by a residential developer for an undisclosed
amount above the respective allocated loan amount of the
properties. The completion of the transaction has been delayed to
October 2015 to allow the purchaser to obtain planning
permission. Should planning permission not be obtained, the sale
could fall through and result in lower recoveries and further
delays.

The two remaining properties securing the loan comprise two
office properties located in Evry and Suresnes. The Evry property
is let to Carrefour, on 3/6/9 lease with a first break option in
December 2017. Fitch expects Carrefour to move into new
headquarters in the nearby town of Massy. The Suresnes property
is a multi-let property, which has seen an increase over the last
12 months to 37% from 30%. The loan is currently subject to a
standstill agreement until October 2015 to allow for an orderly
sale of the portfolio. Fitch expects significant losses due to
the poor income profile of the properties.

The Reindeer loan (21% of the pool) is secured by a portfolio of
secondary Finnish retail properties. Current headwinds in the
Finnish retail market resulted in a gradual increase in vacancy
to 28% currently, from 4.3% at closing in December 2006. The
portfolio is currently being sold. A preferred bidder has been
selected. The special servicer's aim is to close a sale of the
portfolio by year-end.

The Monkey loan (21% of the pool) is secured by a business park
and a hotel in the outskirts of Munich The special servicer is
pursuing a refinancing of the property; however, the largest
tenant of the business park (40% of the income) is due to vacate
the property in December, which renders the prospect of
refinancing very challenging. Fitch expects the loan to suffer
losses in light of the deteriorating income profile.

Rating Sensitivities

Fitch estimates recoveries at 'Bsf' at EUR173 million. As per the
Fitch comment on February 15, 2012, "Fitch: Legal Final Maturity
Wall Could See European CMBS Downgrades Follow Japan", where
transactions are approaching their LFMs collateral quality
considerations become increasingly offset by growing execution
risk, and Fitch generally views it as incompatible with
investment-grade ratings. In this instance Fitch believes this
could lead to further downward pressure on the ratings should
recoveries on the loans not be forthcoming.



===========
P O L A N D
===========


EMPIK MEDIA: S&P Withdraws Preliminary 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
preliminary 'B' long-term corporate credit rating on Poland-based
specialist retailer for culture, entertainment and children's
products Empik Media & Fashion S.A. (EMF Group).  S&P also
withdrew its preliminary 'B' issue rating on the company's
proposed senior secured notes.

At the time of the withdrawal, the outlook was stable.

S&P assigned the preliminary ratings on July 28, 2014, based on
EMF's debt refinancing plans through its proposed EUR240 million
senior secured notes.



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


LUSITANO MORTGAGES 2: Moody's Lifts Rating on Cl. E Notes to Caa2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of nine notes;
confirmed the ratings of two notes and affirmed the ratings of
three notes in three Portuguese residential mortgage-backed
securities (RMBS) transactions: Lusitano Mortgages No.1 plc,
Lusitano Mortgage No. 2 plc and Lusitano Mortgage No.3 plc.

The rating action concludes the review of nine notes placed on
review on May 29, 2014, following the upgrade of the Portguese
sovereign rating to Ba2 on review for upgrade from Ba3. The
Portuguese sovereign rating was further upgraded to Ba1 from Ba2
on July 25, 2014 and the local-currency ceiling was increased to
A3 from Baa1, however no action was taken on the notes in these
deals which were already on review. The sovereign rating upgrade
reflected improvements in institutional strength and reduced
susceptibility to event risk associated with lower government
liquidity and banking sector risks.

Ratings Rationale

The rating action reflects (1) the increase in the Portuguese
local-currency country ceiling to A3 and (2) sufficiency of
credit enhancement in the affected transactions.

The rating action also reflects the correction of a model input
error for Lusitano Mortgage No. 1 plc and Lusitano Mortgage No. 2
plc. In prior rating actions, the recovery rate input in the
model was inconsistent with the MILAN input, therefore the tail
of the asset loss distribution was generated incorrectly. The
model has now been adjusted, and the rating action reflects this
change.

-- Reduced Sovereign Risk

The Portuguese sovereign rating was upgraded to Ba1 in July 2014,
which resulted in an increase in the local-currency country
ceiling to A3. The Portuguese country ceiling, and therefore the
maximum rating that Moody's will assign to a domestic Portuguese
issuer including structured finance transactions backed by
Portuguese receivables, is A3(sf).

The sufficiency of credit enhancement combined with stable
performance and the reduction in sovereign risk has prompted the
upgrade of the notes.

-- Key collateral assumptions

Moody's has reassessed its lifetime loss expectation for the
three transactions taking into account their collateral
performance to date. The portfolios are showing average
performance in all three transactions. The 90 days delinquencies
(excluding written-off loans) as a percentage of the current pool
balance remained stable in recent periods, at 1.86%, 1.36% and
1.35% for Lusitano Mortgages No. 1 plc, Lusitano Mortgages No. 2
plc and Lusitano Mortgages No. 3 plc respectively. Moody's
increased the Expected Loss (EL) assumptions to 2.18% for
Lusitano Mortgages No.1 plc from 2.0% while decreased the EL to
1.58% from 2.1% for Lusitano Mortgages No. 2 plc. The underlying
asset portfolio for Lusitano Mortgages No. 3 plc shows stable
credit trend and Moody's maintain the EL in this transaction.

Moody's has not revised MILAN CE assumptions for the deals, which
remain at 15% for Lusitano Mortgages No. 1 plc and Lusitano
Mortgages No. 2 plc and 20% for Lusitano Mortgages No. 3 plc.

-- Exposure to Counterparties

Moody's rating analysis also took into consideration the exposure
to key transaction counterparties, including the roles of
servicer, account bank, and swap provider.

Upon the resolution measure to Banco Espirito Santo, S.A., the
servicing of these transactions was transferred to Novo Banco,
S.A. (B2 on review for downgrade). The rating action takes into
account commingling and set-off exposure to Novo Banco, S.A..


Moody's also assessed the exposure to swap counterparties,
Deutsche Bank AG, London Branch (A3/ (P)P-2) in the case of
Lusitano Mortgages No. 1 plc; Credit Agricole Corporate and
Investment Bank (A2/P-1) in the case of Lusitano Mortgages No. 2
plc and Royal Bank of Scotland N.V., London Branch in the case of
Lusitano Mortgages No. 3 plc, when revising ratings.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2014.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) further reduction in sovereign risk, (2)
performance of the underlying collateral that is better than
Moody's expected, (3) deleveraging of the capital structure and
(4) improvements in the credit quality of the transaction
counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2)
performance of the underlying collateral that is worse than
Moody's expects, (3) deterioration in the notes' available credit
enhancement and (4) deterioration in the credit quality of the
transaction counterparties.

List of Affected Ratings:

Issuer: Lusitano Mortgages No. 1 plc

EUR915M Class A Notes, Upgraded to A3 (sf); previously on
Aug 7, 2014 Baa1 (sf) Placed Under Review for Possible Upgrade

EUR32.5M Class B Notes, Upgraded to Baa2 (sf); previously on
May 29, 2014 Ba1 (sf) Placed Under Review for Possible Upgrade

EUR25M Class C Notes, Upgraded to Ba2 (sf); previously on
May 29, 2014 Ba3 (sf) Placed Under Review for Possible Upgrade

EUR22.5M Class D Notes, Confirmed at B2 (sf); previously on
May 29, 2014 B2 (sf) Placed Under Review for Possible Upgrade

EUR5M Class E Notes, Affirmed Caa1 (sf); previously on
Jun 28, 2013 Downgraded to Caa1 (sf)

Issuer: Lusitano Mortgages No. 2 plc

EUR920M Class A Notes, Upgraded to A3 (sf); previously on
May 29, 2014 Baa3 (sf) Placed Under Review for Possible Upgrade

EUR30M Class B Notes, Upgraded to Baa3 (sf); previously on
May 29, 2014 Ba2 (sf) Placed Under Review for Possible Upgrade

EUR28M Class C Notes, Upgraded to Ba2 (sf); previously on
May 29, 2014 B2 (sf) Placed Under Review for Possible Upgrade

EUR16M Class D Notes, Upgraded to B3 (sf); previously on
Jun 28, 2013 Downgraded to Caa1 (sf)

EUR6M Class E Notes, Upgraded to Caa2 (sf); previously on
Jun 28, 2013 Downgraded to Caa3 (sf)

Issuer: Lusitano Mortgages No. 3 plc

EUR1140M Class A Notes, Upgraded to Baa3 (sf); previously on
May 29, 2014 Ba1 (sf) Placed Under Review for Possible Upgrade

EUR27M Class B Notes, Confirmed at B2 (sf); previously on
May 29, 2014 B2 (sf) Placed Under Review for Possible Upgrade

EUR18.6M Class C Notes, Affirmed Caa1 (sf); previously on
Jun 28, 2013 Downgraded to Caa1 (sf)

EUR14.4M Class D Notes, Affirmed Caa2 (sf); previously on
Jun 28, 2013 Downgraded to Caa2 (sf)



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


COMMERCIAL BANK: Bank of Russia Revokes License
-----------------------------------------------
By its Order No. OD-3164, dated November 11, 2014, the Bank of
Russia revoked the banking license from the Moscow-based credit
institution Commercial Bank European Express, limited liability
company, or CB European Express LLC (Registration No. 3449) from
November 11, 2014.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
repeated violations within a year of the requirements of Article
7 (except for Clause 3 of Article 7) of the Federal Law 'On
Countering the Legalisation (Laundering) of Criminally Obtained
Incomes'.

CB European Express LLC did not comply with the requirements of
the legislation on anti-money laundering and the financing of
terrorism in terms of timely notification of the authorized body
about operations subject to obligatory control.  Besides, the
credit institution did not take measures to obtain information on
the aims of the customers' cooperation with the bank and its
nature, as well as their business goals and goodwill.  Besides,
the credit institution was involved in dubious operations
connected with overseas money transfer in significant amounts.

By its Order No. OD-3165, dated November 11, 2014, the Bank of
Russia has appointed a provisional administration to CB European
Express LLC for the period until the appointment of a receiver
pursuant to the Federal Law 'On the Insolvency (Bankruptcy) of
Credit Institutions' or a liquidator under Article 23.1 of the
Federal Law 'On Banks and Banking Activities'.  In accordance
with federal laws, the powers of the credit institution's
executive bodies are suspended.

CB European Express LLC is a member of the deposit insurance
system. The revocation of banking license is an insured event
envisaged by Federal Law No. 177-FZ 'On Insurance of Household
Deposits with Russian Banks' regarding the bank's liabilities on
deposits of households determined in accordance with the
legislation.

As of October 1, 2014, CB European Express LLC ranked 715th by
assets in the Russian banking system.


GUBERNSKY BANK: Russian Central Bank Revokes License
----------------------------------------------------
Itar-Tass reports that the Russian Central Bank has revoked the
license of Gubernsky Bank Simbirsk in a continued effort to
restructure the country's financial system.

The regulator said in a statement, Gubernsky Bank Simbirsk lost
its license over risky lending policies and its failure to create
adequate loan impairment provisions and meet its obligations to
creditors on time, Itar-Tass relates.

The Russian Central Bank has taken active efforts lately to
restructure the domestic financial system and make it stable and
resilient to market shocks, Itar-Tass discloses.  According to
Itar-Tass, the regulator has paid special attention to financial
institutions that are not large in size and conduct risky
operations and violate capital adequacy and transparency
requirements.

The Russian regulator has revoked a total of 69 banking licenses
since the start of this year, reducing the number of banking
institutions in Russia to 865, Itar-Tass relays.

In 2013, the regulator stripped 32 banks of their banking
licenses, Itar-Tass recounts.

Gubernsky Bank Simbirsk is based in Ulyanovsk.


PAYMENT SERVICE: Russian Central Bank Revokes License
-----------------------------------------------------
Itar-Tass reports that the Russian Central Bank has revoked the
license of Payment Service Bank in a continued effort to
restructure the country's financial system.

The regulator said in a statement Payment Service Bank lost its
license over risky lending policies and its failure to create
adequate loan impairment provisions and meet its obligations to
creditors on time, Itar-Tass relates.

The Russian Central Bank has taken active efforts lately to
restructure the domestic financial system and make it stable and
resilient to market shocks, Itar-Tass discloses.  According to
Itar-Tass, the regulator has paid special attention to financial
institutions that are not large in size and conduct risky
operations and violate capital adequacy and transparency
requirements.

The Russian regulator has revoked a total of 69 banking licenses
since the start of this year, reducing the number of banking
institutions in Russia to 865, Itar-Tass relays.

In 2013, the regulator stripped 32 banks of their banking
licenses, Itar-Tass recounts.

Payment Service Bank is based in Ufa.


PROMSVYAZBANK: Fitch Lowers IDR to 'B+'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has downgraded Russia-based Promsvyazbank's (PSB)
Long-term Issuer Default Ratings (IDR) to 'B+' from 'BB-' and
Viability Rating to 'b+' from 'bb-'.  The Outlook is Stable.

The agency has also affirmed the Long-term IDRs of Credit Bank of
Moscow (CBM) at 'BB'/Stable, Bank Zenit and Bank Saint Petersburg
(BSPB) at 'BB-'/Stable and URALSIB Bank (UB) at 'B+'/Negative.

KEY RATING DRIVERS AND SENSITIVITIES -- ALL BANKS' IDRs and VRs

The five banks' IDRs are driven by their standalone financial
strength, as reflected in their Viability Ratings (VR), and are
supported by the banks' significant and mostly long-standing
franchises, generally comfortable liquidity and limited
refinancing risks.

The lower ratings of PSB and UB reflect their weaker asset
quality, tighter capitalization and weaker performance (UB)
relative to peers.  The higher ratings of CBM are driven by the
bank's superior asset quality and performance to date.  BSBP and
Zenit's ratings reflect their average asset quality and capital
metrics and limited recent growth.

The banks' financial metrics have suffered only limited
impairment to date as a result of the slowdown in the Russian
economy, the depreciation of the rouble and tightening market
liquidity.  Their relative asset quality metrics continue to be
driven primarily by the extent of legacy problems dating back to
the 2008 crisis, and the reduced availability of wholesale
funding should not be onerous given the banks' liquidity buffers.

The Stable Outlooks on CBOM, BSPB, Zenit and PSB reflect Fitch's
base case expectation that the Russian economy will avoid a deep
recession in 2015and that incremental asset quality deterioration
at the banks will be manageable given their significant pre-
impairment profitability.  However, greater-than-expected credit
losses or a more severe economic downturn could result in
negative rating action.

The Negative Outlook on UB reflects the risk of capital erosion
given the potential for further asset impairment and the bank's
limited pre-impairment profitability.  A strengthening of the
bank's capitalization could contribute to the Outlook being
revised to Stable.

KEY RATING DRIVERS -- PSB's IDRS, VR AND NATIONAL RATING

The downgrade of PSB reflects the bank's failure to achieve
material progress in recovery of its large problem loan
exposures, a significant increase in related party lending and a
weakening of the bank's capitalization and performance.

PSB's credit profile is burdened by (i) its large, high-risk,
weakly collateralized and poorly performing loans, mostly to
forestry and agriculture-related projects, totaling 62% of the
bank's Fitch Core Capital (FCC) at end-1H14; (ii) non-core real-
estate assets amounting to 20% of FCC, comprising primarily part
of an incomplete office building in the Moscow City business
district; and (iii) related-party loans, which increased
significantly in 3Q14 from 16% of FCC at end-2013. Reported
impaired loans were a moderate 11% of the portfolio at end-1H14.

The FCC ratio fell to 8.7% at end-1H14 from 9.5% at end-2013,
driven by continued loan growth.  The regulatory core Tier I and
Total capital ratios declined to a tight 5.8% and 11.0%,
respectively (minimum regulatory levels: 5% and 10%), at end-
3Q14, from 6.7% and 11.4% at end-2013, reflecting also a RUB3bn
net loss (3% of equity) in the statutory accounts in 3Q14.  The
regulatory Total capital ratio has been supported by a number of
subordinated debt and hybrid capital placements; however, in
Fitch's view there is significant uncertainty about the quality
of this capital given limited transparency about the investors in
these instruments, which were placed privately.

PSB's annualized 1H14 pre-impairment profit, net of accrued
interest not received in cash (relating mostly to high-risk
loans), was equal to 18% of average equity or 2% of average gross
loans.  These ratios may decline moderately in 2H14 as a result
of increased hedging costs on the bank's sizable short open
balance-sheet FX position (2x regulatory core Tier I capital at
end-July 2014, but since reduced significantly to 0.9x at end-
3Q14).  PSB's return on average equity in 1H14 was only 2%, due
to high impairment charges, and Fitch expects the bank to
achieve, at best, marginal net profit for 2014.

Fitch views PSB's liquidity position as reasonable, with highly
liquid assets at end-1H14 (cash, investment-grade bank
placements, unencumbered debt securities repo-able with the
central bank), net of wholesale and potential debt repayments in
2H14 and 1H15, equal to 13% of customer deposits.  During 3Q14
PSB also refinanced some of its corporate loans (equal to 5%
customer deposits) with the central bank.  The bank's available
liquidity mitigates risks stemming from its fairly concentrated
customer funding.

KEY RATING DRIVERS -- CBM's IDRS, VR AND NATIONAL RATING

CBM continued to report low impaired loans at end-1H14, with NPLs
(exposures more than 90 days overdue) at 1.9%, and NPL
origination during 1H14 (annualized) equal to a moderate 2.6% of
average performing loans.  Strong pre-impairment profitability,
equal to 6% (annualized) of gross loans in 1H14, provides
significant loss absorption capacity, and the FCC ratio was an
adequate 10.7%, leaving the bank fairly well placed to manage a
moderate increase in credit losses.

In Fitch's view, the slowdown in the economy and consumer
spending, together with the weaker rouble, are likely to put
significant pressure on some of CBM's borrowers from the trade
and service sectors.  These companies comprise the bulk of CBM's
largest 20 loans (equal to a high 1.9x FCC at end-1H14) and some
are already highly leveraged.  However, downside risk to the
bank's asset quality should be limited by most of these exposures
being fairly short-term working capital loans and reasonable
collateral coverage in most cases.

CBM's growth in unsecured retail lending (25% of the total
portfolio) has been rapid and ahead of the market, and the
contractual tenors of these facilities are long (up to eight
years), exposing the bank to seasoning risks.  However, these
risks are reduced by the fairly small loan tickets and above-
average borrower incomes, and recent vintages do not suggest any
marked deterioration in performance.

The bank's reverse repo business (25% of end-1H14 FCC) is another
area of risk, as the bank takes sizeable counterparty risk
(mostly local investment companies with 'B' credit ratings at
best) and accepts long-term Russian bank subordinated debt (also
rated in the 'B' category) with fairly low discounts as
collateral. However, tenors are generally short, and CBM's
management indicates there are no commitments to roll over these
facilities for a prolonged period of time.

The funding and liquidity profile is sound, with highly liquid
assets (excluding the reverse repo book), net of potential
refinancing needs to end-1H15 and on-demand wholesale funding
(RUB60bn of mostly rouble-denominated and rather granular
funding, equal to 14% of liabilities) amounting to 12% of
customer deposits at end-1H14.  The high cash generation of the
loan book also supports liquidity.

KEY RATING DRIVERS -- Zenit's IDRS, VR AND NATIONAL RATING

Zenit reported moderate NPLs of 4% at end-1H14, while
restructured exposures made up a further 6% of gross loans.
Fitch views Zenit's loan book as relatively unseasoned, as the
bank actively lends to real estate development projects (equal to
a high 130% of FCC at end-1H14), some of which have fairly high
completion risks, the agency believes.  Lending concentrations
remain high, with the largest 25 exposures making up 33% of total
loans (equal to 2.5x FCC) at end-1H14.

At end-1H14, the FCC ratio was 10.5%, and the total regulatory
capital ratio stood at 13.9% at end-9M14.  Fitch views capital as
moderate given risks from the bank's long-term lending and some
higher-risk exposures among the largest loans.  Pre-impairment
profit was equal to 2.1% (annualized) of loans in 1H14, but net
income was only marginally positive due to higher impairment
charges driven by a few large impairments.  Liquidity is
comfortable with the bulk of liquid assets covering customer
accounts by 47% at end-1H14.

Zenit is 24.56% owned by oil company Tatneft (BBB-/Stable), which
has supported the bank's funding, capital and revenues (through
sales of fee-based services).  However, Fitch does not believe
that support from Tatneft can be relied upon in all circumstances
due to its only minority stake in Zenit and the non-strategic
nature of this investment.

KEY RATING DRIVERS -- BSPB's IDRS, VR AND NATIONAL RATING

BSPB's total problem loans comprised 11.4% of the loan portfolio
at end-1H14, including 5.1% NPLs and 6.3% restructured loans.
These exposures were 75% covered by impairment reserves, with the
unreserved portion sufficiently covered by hard collateral
(primarily, completed real estate).  Most problems are in the
corporate book, while retail lending (16% of the portfolio; 2.5%
NPLs at end-1H14) is rather low-risk, mainly consisting of
mortgage loans.  Recent growth and risk appetite have been
moderate, and Fitch views the loan book as more seasoned than at
most peers.

The FCC ratio was an adequate 12.1% at end-1H14, and the
regulatory total capital ratio stood at 13.3% at end-3Q14.  Pre-
impairment profit equal to 4% (annualized) of gross loans in 1H14
provides significant loss absorption capacity through the income
statement.

The bank's liquidity buffer is sizable, sufficient to repay 35%
of customer funding at end-1H14.  This offsets risks arising from
significant concentrations in customer accounts, with the largest
20 depositors comprising 17% of total customer funding.
Wholesale debt maturities to end-2015 are a moderate 2% of
liabilities.

KEY RATING DRIVERS -- UB's and URALSIB LEASING GROUP's IDRS, VR
and NATIONAL RATING

The affirmation of UB and Uralsib Leasing Group's ratings
reflects limited changes to the bank's credit profile since the
last review.

UB's ratings continue to reflect the bank's extremely weak
capitalization, limited progress with reducing its exposures to
large non-core assets and related parties and poor operating
performance.

Positively, the ratings are still supported by the bank's
granular corporate loan book, decent retail loan quality, and
solid retail deposit collection.

KEY RATING DRIVERS AND SENSITIVITIES -- ALL BANKS' SENIOR
UNSECURED AND SUBORDINATED DEBT

The banks' senior unsecured debt is rated in line with their
Long-term IDRs and National Ratings (for domestic debt issues).
The subordinated debt ratings of CBM, PSB and BSPB are notched
once off their VRs (the banks' VRs are in line with their Long-
term IDRs), in line with Fitch's criteria for rating these
instruments.

Changes to the banks' Long-term IDRs and National Ratings would
likely impact the ratings of both senior unsecured and
subordinated debt.

KEY RATING DRIVERS AND SENSITIVITIES -- ALL BANKS' SUPPORT
RATINGS AND SUPPORT RATING FLOORS

The '5' Support Ratings of CBM, BSPB and Zenit reflect Fitch's
view that support from the banks' private shareholders cannot be
relied upon.  The Support Ratings and Support Rating Floors of
'No Floor' also reflect that support from the Russian
authorities, although possible given the banks' significant
deposit franchises, is not factored into the ratings due to the
banks' still small size and lack of overall systemic importance.

PSB's and Uralsib's Support Rating Floors of 'B' and Support
Ratings of '4' reflect Fitch's view of the moderate probability
of government support, given the bank's moderate systemic
significance and broad customer deposit base.

PSB:

  Long-term foreign and local currency IDRs: downgraded to 'B+'
   from 'BB-'; Outlook Stable
  Short-term foreign and local currency IDRs: affirmed at 'B'
  Viability Rating: downgraded to 'b+' from 'bb-'
  National Long-term rating: assigned at 'A(rus)'; Outlook Stable
  Support Rating: affirmed at '4'
  Support Rating Floor: affirmed at 'B'

PSB Finance SA

  Senior unsecured debt rating: downgraded to 'B+' from 'BB-';
   Recovery Rating at 'RR4'
  Subordinated debt rating: downgraded to 'B' from 'B+'; Recovery
   Rating at 'RR5'

CBM:

  Long-term foreign and local currency IDRs: affirmed at 'BB',
   Outlooks Stable
  Short-term foreign currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'bb'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  National Long-term rating: affirmed at 'AA-(rus)'; Outlook
   Stable
  Senior unsecured debt (including that issued by CBOM Finance
   PLC (Ireland)): affirmed at 'BB' and 'BB(EXP)'
  Senior unsecured debt National Rating: affirmed at 'AA-(rus)'
   and 'AA-(rus)(EXP)'
  Subordinated debt (issued by CBOM Finance PLC (Ireland)):
   affirmed at 'BB-'

BSPB:

  Long-term foreign and local currency IDRs: affirmed at 'BB-';
   Outlook Stable
  Short-term foreign currency IDR: affirmed at 'B'
  National Long-term Rating: affirmed at 'A+(rus)'; Outlook
   Stable
  Viability Rating: affirmed at 'bb-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt: affirmed at 'BB-'
  Senior unsecured debt National Rating: affirmed at 'A+(rus)'
  Subordinated debt (issued by BSPB Finance plc): affirmed at
   'B+'

Zenit:

  Long-term foreign and local currency IDRs: affirmed at 'BB-',
   Outlook Stable
  Short-term foreign currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'bb-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  National Long-term rating: affirmed at 'A+(rus)', Outlook
   Stable
  Senior unsecured debt: affirmed at 'BB-'
  Senior unsecured debt National Rating: affirmed at 'A+(rus)'

UB:

  Long-Term foreign currency IDR affirmed at 'B+'; Outlook
   Negative
  Short-Term foreign currency IDR affirmed at 'B'
  Viability Rating affirmed at 'b+'
  Support Rating affirmed at '4'
  Support Rating Floor affirmed at 'B'

ULG:

  Long-term foreign and local currency IDRs affirmed at 'B+';
   Outlook Negative
  Short-term foreign currency IDR affirmed at 'B'
  Support Rating affirmed at '4'


SISTEMA: S&P Lowers ICR to 'BB' on Bashneft Court Ruling
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Russia-based holding company Sistema to 'BB' from
'BB+'. At the same time, S&P removed the rating from CreditWatch,
where it had been placed with negative implications on Sept. 19,
2014. The outlook is negative.

The downgrade reflects S&P's opinion that losing the stake in
Bashneft will negatively affect Sistema's portfolio size and
diversity, as well as its dividend income.  Bashneft was
Sistema's second largest asset, responsible for a significant
part of the asset portfolio and parent-level dividend income.
S&P understands that the court ruling has not yet legally come
into force, and may be appealed, but S&P sees a limited
likelihood of Sistema retaining control over Bashneft.  As a
result, it is unlikely that S&P would keep the rating on Sistema
above 'BB' at this stage.

To date, Sistema and its executive management do not face any
additional claims related to the Bashneft privatization.  S&P
understands that despite the Sept. 16, 2014 arrest of its major
shareholder and chairman Vladimir Yevtushenkov, Sistema's
relationships with Russian banks have not been undermined and
material adverse effect clauses in its debt facilities have not
been triggered.

At this stage, S&P continues to assess Sistema's management and
governance practices as "fair," reflecting the company's
autonomous management team, well-defined risk management, and
majority of independent directors.  Still, S&P believes that
Sistema continues to rely on Mr. Yevtushenkov and his standing in
Russia's business and political landscape.

S&P's rating on Sistema continues to be supported by low parent-
level debt.  On June 30, 2014, gross debt at the parent level was
US$1.8 billion compared with US$0.9 billion in cash and short-
term investments.  Even without Bashneft -- and taking into
account a significant reduction in the market value of Sistema's
portfolio after the arrest of Mr. Yevtushenkov and also the
significant ruble devaluation and weak performance of the Russian
stock market -- this corresponds to a loan-to-value ratio of
below 20%.  In S&P's view, the dividend income from Sistema's
major asset, telecommunications operator MTS (averaging US$500
million-US$600 million per year) and from other smaller assets
should comfortably cover Sistema's operating expenses and debt
service needs.  S&P therefore continues to view Sistema's
financial risk profile as "intermediate."

Sistema's business risk profile, which S&P assess as "weak," is
now even more constrained by a substantial portfolio
concentration on MTS.  Sistema's other assets are much smaller,
are unlisted, and S&P believes carry higher risk.  Sistema
continues to be exposed to the risks of operating in Russia,
where all its cash-generating assets are based.  Positively,
though, MTS continues to demonstrate healthy profitability,
robust credit metrics, and solid dividend payout.  S&P
understands that most of Sistema's smaller assets are profitable
and therefore unlikely to require material shareholder funding in
the foreseeable future.

In S&P's base case, it assumes these:

   -- Bashneft shares are returned to the Russian Federation.
      S&P do not assume any cash compensation to Sistema in the
      foreseeable future.

   -- No additional substantial financial charges related to
      Bashneft.

   -- Sistema continues to receive significant dividends from
      MTS, and smaller assets such as Detsky Mir, a retail
      company.

   -- No new material acquisitions.

   -- Sistema has some discretion over investments (including
      investments in subsidiaries) and parent-level dividends,
      which remain very manageable.

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

   -- A loan-to-value ratio comfortably below 20%.

   -- A total coverage ratio higher than 1x (total coverage ratio
      equals dividends and management fees received, divided by
      operating expenses, tax, net interest expenses, and
      dividends paid).

The negative outlook reflects S&P's view that it could lower the
rating in the next 12 months if further material pressure builds
on Sistema's financial policy, management and governance, or
liquidity.

Downside scenario

In particular, such pressures could emerge if Sistema's financial
policy is not sufficiently flexible to adjust investments and
parent-level dividends in response to a reduction in parent-level
dividend income and a weakening Russian macroeconomic
environment, or if Sistema's liquidity materially deteriorates.
Additional sizable financial charges on Sistema related to the
Bashneft acquisition (for example on dividends received or any
penalties), or charges against other members of Sistema's
management team, are not currently part of S&P's base-case
scenario.  If these were to materialize, however, S&P could
consider lowering the rating, potentially by more than one notch.

Upside scenario

S&P could revise the outlook to stable -- absent additional
financial, liquidity, or governance pressures -- if Sistema
demonstrated commitment to a prudent financial policy focused on
deleveraging and risk management, including the maintenance of
loan-to-value at below 20% and total coverage ratios at above 1x,
and if the performance of key assets remains solid.


TMK OAO: S&P Revises Outlook to Negative & Affirms 'B+' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Russian steel pipe producer OAO TMK to negative from
stable and affirmed its 'B+' long-term corporate credit rating on
TMK.  At the same time, S&P also affirmed the 'ruA' Russia
national scale rating on TMK.

The outlook revision reflects the weakening of TMK's margins in
the first half of 2014, and the risk that this might persist
through the second half and in 2015, leading to higher leverage.
The company's ratio of adjusted debt to EBITDA had already
increased to 5.1x as of June 30, 2014 (on an annualized basis),
compared with 4.0x for full-year 2013.  In addition, S&P sees a
risk that the company's liquidity may weaken, given the important
concentration of debt maturities in 2016 (US$855 million in bank
loans), as well as limited free operating cash flow (FOCF) and
Russian issuers' currently constrained access to global financial
markets.

TMK's EBITDA margin has been largely affected by ongoing and
significant ruble depreciation.  At the same time, the cost of
scrap and steel -- the main feedstock -- is partly foreign
currency linked.  Another risk S&P sees is a potential reduction
or delay of capital spending in the Russian oil and gas sector
because of the lower crude oil price and weaker access to
funding.

The rating continues to be supported by TMK's leading position in
the Russian market and partial vertical integration in raw
materials, as well as its diverse asset base with four integrated
plants in Russia and 15 small and midsize plants internationally,
mostly in the U.S.  S&P also notes TMK's broad product mix and
strong demand for its higher-value-added premium pipe connections
for the oil and gas industry, where there is certain potential
for import substitution.

The negative outlook on TMK reflects S&P's view that the
company's leverage may further increase if market conditions in
Russia and its key oil and gas end markets deteriorate.
Additionally, TMK is not fully protected from ruble depreciation,
which negatively affects its margins.

S&P would consider lowering its ratings on TMK if the company's
adjusted debt to EBITDA increases to more than 5x or if it
generates negative FOCF.  S&P will also downgrade TMK if its
liquidity weakens.

S&P would revise the outlook to stable if the company manages to
improve its margins and reduces the refinancing risk related to
its high 2016 debt maturities.  A debt-to-EBITDA ratio of 4.0x-
5.0x under current market conditions would be commensurate with a
'B+' rating.



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


BANCO COOPERATIVO: Fitch Affirms 'BB+' Support Rating Floor
-----------------------------------------------------------
Fitch Ratings has affirmed Banco Cooperativo Espanol, S.A.'s
(BCE) Long-term Issuer Default Rating (IDR) at 'BBB', Viability
Rating (VR) at 'bbb', Short-term IDR at 'F3', Support Rating at
'3' and Support Rating Floor at 'BB+'. The Outlook is Stable.
BCE's state-guaranteed debt has been affirmed at 'BBB+'.

Key Rating Drivers -- IDRS, VR And Senior Debt

The IDR is driven by the bank's standalone strength as reflected
in its VR. BCE acts as an intermediary in most of its activities,
conducted on behalf of the association's banks. These are largely
secured or guaranteed, while BCE's own risk is limited and
largely linked to Spanish sovereign debt. All these contribute to
BCE's fairly low risk profile.

BCE's risk management remains sound, its liquidity is adequate
and its profitability is stable, albeit low. The bank is,
however, highly leveraged, with low tangible equity-to-tangible
assets (2% at end-1H14), which management intends to improve.
However, given the low-risk nature of its assets, capital ratios
remain adequate on a risk-weighted basis, with a Fitch core
capital ratio at 19%.

BCE has a special role as a service provider to the Spanish rural
cooperatives sector, and the structure and size of its balance
sheet are highly dependent on the liquidity and financing needs
of the Asociacion Espanola de Cajas Rurales (AECR) banks. Fitch
believes that BCE's role within the AECR group will remain
important. At end-1H14, AECR consisted of 41 members, with an
aggregate equity of EUR4.6bn.

While lower funding needs of AECR members led to a significant
decline of BCE's balance sheet of 18% in 1H14, the bank's main
activity of liquidity management grew in 2014. Liquidity is
largely invested in public sector bonds and, to a lesser extent,
in securities issued by financial institutions.

RATING SENSITIVITIES -- IDRS, VR AND SENIOR DEBT

The Long-term IDR is sensitive to changes in BCE's VR.

Downward rating pressure would arise should BCE's role within the
AECR group diminish, leading to lower business volumes and
unstable funding, or if counterparty risk or BCE's own activities
increase substantially.

Upward rating potential would arise from continued strong
relationships with AECR banks, supporting earnings, and an
improvement of the aggregated financial profile of AECR member
banks. A reduction of the bank's balance sheet, particularly from
activities not covered by the treasury agreement and keeping own
risks limited will reduce leverage and may also provide upside
potential.

Key Rating Drivers -- SR and SRF

BCE's SR and SRF reflect a moderate likelihood of government
support because of the small size of the cooperative banking
system in Spain. However, Fitch also considers the instrumental
role that BCE plays for the aggregated AECR member banks.

Rating Sensitivities -- SR and SRF

The SR and SRF are sensitive to a weakening of the sovereign's
ability to provide timely support, which is expressed by Spain's
sovereign rating (BBB+/Stable).


BBVA EMPRESAS 6: Fitch Affirms 'BBsf' Rating on Class C Notes
-------------------------------------------------------------
Fitch Ratings has upgraded BBVA Empresas 6's class B notes and
affirmed the remaining notes as follows:

  Class A (ES0314586001): affirmed at 'A+sf'; Outlook Stable

  Class B (ES0314586019): upgraded to 'A-sf' from 'BBB+sf';
  Outlook Stable

  Class C (ES0314586027): affirmed at 'BBsf'; Outlook Negative

BBVA Empresas 6 is a static, cash flow securitization of an
initial EUR1.2 billion portfolio of secured and unsecured loans
granted by BBVA to Spanish SMEs, self-employed individuals, large
enterprises and corporates, for the purpose of financing business
activities.

Key Rating Drivers

The upgrade on the class B notes reflects a substantial increase
in credit enhancement over the last 12 months due to natural
amortization. As a result, the outstanding portfolio balance has
been reduced to 38.78% from 53.53% of the initial pool balance
and credit enhancement on class B notes increased to 55.8% from
43.3% accordingly. In addition arrears over 90 days have
decreased to 6.7% from 15.16% of the outstanding balance during
the same period.

The rating of the class A notes is capped at 'A+sf' by the
counterparty exposure to BBVA (A-/Stable/F2) as direct support
account bank. This is because the class A notes require the
liquidity provided by the reserve fund to ensure timely payment
of interest upon a servicer disruption.

The affirmation of the class C notes reflects stable credit
enhancement for this particular tranche. While overall
delinquencies have decreased over the last 12 months, some of
them have rolled into the current defaulted bucket, which now
represents 17.5% of the outstanding balance, compared with 3.73%
a year ago. The reserve fund remains underfunded; it has been
reduced by a further EUR47 million and currently stands at
EUR88.7 million, compared with the required amount of EUR144
million. The Negative Outlook on class C notes reflects the
vulnerability of the notes to deterioration in the portfolio
quality and to recoveries on defaulted loans remaining low.

Rating Sensitivities

"In our ratings sensitivity analysis, we found that a 25%
decrease in recovery rates and a 25% increase in default
probabilities have had no impact on the class A or B notes, but
would result in a downgrade on the class C notes," Fitch says.


FTPYME BANCAJA 6: S&P Affirms 'D' Ratings on 3 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised to 'A+ (sf)' from 'A
(sf)' its credit rating on FTPYME Bancaja 6, Fondo de
Titulizacion de Activos' class A3(G) notes.  At the same time,
S&P has affirmed its 'D (sf)' ratings on the class B, C, and D
notes.

Upon publishing S&P's updated criteria for rating single-
jurisdiction securitizations above the sovereign foreign currency
rating (RAS criteria), S&P placed those ratings that could
potentially be affected "under criteria observation".

Following S&P's review of this transaction, its ratings that
could potentially be affected by the criteria are no longer under
criteria observation.

S&P has used data from the Sept. 2014 investor report to perform
its credit and cash flow analysis and has applied its European
small and midsize enterprise (SME) collateralized loan obligation
(CLO) criteria and its current counterparty criteria.  For
ratings in this transaction that are above S&P's rating on the
sovereign, it has also applied its RAS criteria.

CREDIT ANALYSIS

FTPYME Bancaja 6 is a single-jurisdiction cash flow CLO
transaction securitizing a portfolio of SME loans that was
originated by Bankia S.A. in Spain.  The transaction closed in
Sept. 2007.

S&P has applied its European SME CLO criteria to determine the
scenario default rate (SDR) -- the minimum level of portfolio
defaults that S&P expects each tranche to be able to withstand at
a specific rating level using CDO Evaluator.

To determine the SDR, S&P adjusted the archetypical European SME
average 'b+' credit quality to reflect two factors (country and
originator and portfolio selection adjustments).

S&P ranked the originator into the moderate category.  Taking
into account Spain's Banking Industry Country Risk Assessment
(BICRA) score of 6 and the originator's average annual observed
default frequency, S&P has applied a downward adjustment of one
notch to the 'b+' archetypical average credit quality.  To
address differences in the creditworthiness of the securitized
portfolio compared with the originator's entire loan book, S&P
further adjusted the average credit quality by three notches.

As a result of these adjustments, S&P's average credit quality
assessment of the portfolio was 'ccc', which S&P used to generate
its 'AAA' SDR of 88.52%.

S&P has calculated the 'B' SDR, based primarily on its analysis
of historical SME performance data and its projections of the
transaction's future performance.  S&P has reviewed the
originator's historical default data, and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness.  As a result of this analysis, S&P's 'B' SDR is
22%.

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

RECOVERY RATE ANALYSIS

S&P applied a weighted-average recovery rate (WARR) at each
liability rating level by considering the asset type and its
seniority, the country recovery grouping, and the observed
historical recoveries in this transaction.

COUNTRY RISK

S&P's long-term rating on the Kingdom of Spain is 'BBB'.  S&P's
RAS criteria require the tranche to have sufficient credit
enhancement to pass a minimum of a "severe" stress to qualify to
be rated above the sovereign.

CASH FLOW ANALYSIS

S&P used the reported portfolio balance that it considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that S&P
considered to be appropriate.  S&P subjected the capital
structure to various cash flow stress scenarios, incorporating
different default patterns and timings and interest rate curves,
to determine the rating level, based on the available credit
enhancement for each class of notes under S&P's European SME CLO
criteria.

Under S&P's RAS criteria, it can rate a securitization up to four
notches above S&P's foreign currency rating on the sovereign if
the tranche can withstand "severe" stresses.  However, if all six
of the conditions in paragraph 48 of the RAS criteria are met
(including credit enhancement being sufficient to pass an extreme
stress), S&P can assign ratings in this transaction up to a
maximum of six notches (two additional notches of uplift) above
the sovereign rating.  The available credit enhancement for the
class A3(G) notes withstands "severe" stresses.  S&P has
therefore raised to 'A+ (sf)' from 'A (sf)' its rating on the
class A3(G) notes.

Given that the rating levels for the class B, C, and D notes are
lower than the sovereign ratings, S&P has not applied its RAS
criteria.  Following their payment default at the time of S&P's
Feb. 19, 2013 review, it has affirmed its 'D (sf)' ratings on the
class B, C, and D notes.

RATINGS LIST

Class       Rating            Rating
            To                From

FTPYME Bancaja 6, Fondo de Titulizacion de Activos
EUR1.028 Billion Mortgage-Backed Floating-Rate Notes

Rating Raised

A3(G)       A+ (sf)           A (sf)

Ratings Affirmed

B           D (sf)
C           D (sf)
D           D (sf)


GC FTGENCAT: Fitch Affirms 'CCCsf' Rating on Class C Notes
----------------------------------------------------------
Fitch Ratings has upgraded GC FTGENCAT SABADELL 1 FTA's (GC
FTGENCAT) class A(G) note and affirmed IM FTGENCAT SABADELL 2
FTA's (IM FTGENCAT) notes as:

GC FTGENCAT

  EUR22.7 million Class A(G) notes: upgraded to 'AA+sf'; Stable
   Outlook, from 'Asf'; Stable Outlook
  EUR19.8 million Class B notes: affirmed at 'BBsf'; Stable
   Outlook
  EUR5.7 million Class C notes: affirmed at 'CCCsf'; increased
   Recovery Estimate to 90%

IM FTGENCAT

  EUR70.8 million Class A(G) notes: affirmed at 'BBBsf'; Stable
   Outlook
  EUR19.8 million Class B notes: affirmed at 'CCCsf'; Recovery
   Estimate 50%
  EUR5.7 million Class C notes: affirmed at 'CCsf', RR 0%
The transactions are securitization of finance leases on real
estate and certain other assets originated in Spain by Banco de
Sabadell.

KEY RATING DRIVERS

The upgrade of GC FTGENCAT's class A (G) notes is based on its
stronger performance, with 90+ days delinquencies at 1.3%,
cumulative defaults at 4.0% and cumulative losses at 2.0%.
Current credit enhancement for the class A(G), B and C notes is
70.3%, 27.7% and 15.5%.

To reflect the transaction's performance and amortization to
date, Fitch has revised its lifetime default base case to 5.0%
from 6.0% and maintained its recovery base case at 30%.
Furthermore, Fitch has increased the Recovery Estimate for the
class C notes to 90% from 60%.

For IM FTGENCAT, the ratings reflect satisfactory collateral
performance and continuing de-leveraging of the pools.  They also
take into account its decreasing delinquency and stable loss
ratios.  As of end-Sept. 2014, 90+ day delinquencies were at 1%,
cumulative defaults at 5.8% and cumulative losses at 3.9%.

Fitch has not given credit to recourse to real estate collateral
in all rating scenarios following the withdrawal of Sabadell's
ratings in March 2014.  The majority of assets in the pool are
lease installments backed by real estate (RE).  RE leasing
contracts under Spanish law do not offer the same level of
security as mortgages.  This is because repossession proceeds
would only be available after the originator Sabadell has covered
its residual value loss, provided it is not insolvent.  The
Spanish legal framework indicates that the SPV would only have an
unsecured claim against the insolvency estate of the originator,
which would rank pari passu with all other unsecured claims
against the insolvency estate.

Currently the SPV bank accounts, are both held by Barclays Bank
plc, Spanish Branch (A/Stable/F1), which Fitch considers as an
eligible counterparty under its criteria.  However, on Aug. 31,
2014, the acquisition of Barclays' Spanish business by CaixaBank
(BBB/Positive/F2) was announced, which would result in the
transaction's account bank assuming CaixaBank's rating.  The deal
is still subject to regulatory approvals, which are anticipated
in early 2015.  The agency expect remedial action to be taken
once the deal goes through, in line with transaction
documentation, in order to support the ratings assigned to the
class A(G) notes of GC FTGENCAT.  The reasonably low remaining
balance of the class A(G) notes, high levels of credit
enhancement and previous bank account transfer have led Fitch to
upgrade the notes at this point.

Sabadell continues to be the interest rate swap provider in both
transactions.  While Fitch has been made aware that Sabadell is
implementing a weekly collateralization mechanism in GC FTGENCAT,
no such arrangement is in place for IM FTGENCAT.  Fitch has taken
this information into account and any impact of Sabadell as the
swap counterparty in line with its counterparty criteria for
structured finance transactions.

Only the lease receivables portion of the lease contracts is
securitized (excluding any residual value component).  All
obligors are small and medium-sized enterprises located in the
region of Catalunya, the home region of the originator.

RATING SENSITIVITIES

The rating of GC FTGENCAT's class A(G) notes is at the rating cap
applied by Fitch for structured finance transactions originated
in Spain, six notches above the Spanish sovereign's rating and
Outlook (BBB+/Stable).  As a result, changes to the Spanish
sovereign rating will affect the rating of the class A(G) notes.

GC FTGENCAT

Expected impact upon the note rating of increased defaults (Class
A (G); Class B; Class C):

Current Rating: 'AA+sf'; 'BBsf'; 'CCCsf'
Increase base case defaults by 10%: 'AA+sf'; 'BB-sf'; 'CCCsf'
Increase base case defaults by 25%: 'AAsf'; 'B+sf'; 'CCCsf'
Expected impact upon the note rating of decreased recoveries
(Class A (G); Class B; Class C):
Current Rating: 'AA+sf'; 'BBsf'; 'CCCsf'
Reduce base case recovery by 10%: 'AA+sf'; 'BB-sf'; 'CCCsf'
Reduce base case recovery by 25%: 'AA+sf'; 'BB-sf'; 'CCCsf'
Expected impact upon the note rating of increased defaults and
decreased recoveries (Class A (G); Class B; Class C):
Current Rating: 'AA+sf'; 'BBsf'; 'CCCsf'
Increase default base case by 10%; reduce recovery base case by
10%: 'AA+sf'; 'BB-sf'; 'CCCsf'
Increase default base case by 25%; reduce recovery base case by
25%: 'AA-sf'; 'B+sf'; 'CCsf'

IM FTGENCAT

Expected impact upon the note rating of increased defaults (Class
A (G); Class B; Class C):
Current Rating: 'BBBsf'; 'Bsf'; 'CCCsf'
Increase base case defaults by 10%: 'BB+sf'; 'CCCsf'; 'CCsf'
Increase base case defaults by 25%: 'BB-sf'; 'CCCsf'; 'CCsf'
Expected impact upon the note rating of decreased recoveries
(Class A (G); Class B; Class C):
Current Rating: 'BBBsf'; 'Bsf'; 'CCCsf'
Reduce base case recovery by 10%: 'BB+sf'; 'CCCsf'; 'CCsf'
Reduce base case recovery by 25%: 'BB+sf'; 'CCCsf'; 'CCsf'
Expected impact upon the note rating of increased defaults and
decreased recoveries (Class A (G); Class B; Class C):
Current Rating: 'BBBsf'; 'Bsf'; 'CCCsf'
Increase default base case by 10%; reduce recovery base case by
10%: 'BBsf'; 'CCCsf'; 'CCsf'
Increase default base case by 25%; reduce recovery base case by
25%: 'BB-sf'; 'CCsf'; 'CCsf'


GRUPO COOPERATIVO: Fitch Affirms 'BB' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDR) of Caja Laboral Popular Cooperativa de Credito (Laboral
Kutxa) at 'BBB+', Caja Rural de Navarra, Sociedad Cooperativa de
Credito (CRN) at 'BBB+' and Caja Rural del Sur, Sociedad
Cooperativa de Credito (CRS) at 'BBB'. The Outlooks on Laboral
Kutxa and CRN are Stable. The Outlook on CRS has been revised to
Positive from Stable.

Fitch has also affirmed the support-driven Long-term IDR of Grupo
Cooperativo Cajamar (GCC) at 'BB' and its Viability Rating (VR)
at 'bb-'. The Outlook is Negative, reflecting Fitch's expectation
that the probability that the bank would receive support from the
Spanish state (BBB+/Stable), if ever required, is likely to
decline within the next six months. Following the reorganization
of GCC group, Fitch has also assigned IDRs, a Support Rating (SR)
and a Support Rating Floor (SRF) to Banco de Credito Social
Cooperativo S.A. (BCC), the new central institution of the
banking group, and withdrawn the SR and SRF of Cajas Rurales
Unidas, SCC (CRU) the former central institution, which now
remains as an ordinary member of the group.

The rating actions follow a periodic review of Spanish
cooperative banks. A full list of rating actions is at the end of
this rating action commentary.

KEY RATING DRIVERS -- VRs, IDRs AND SENIOR DEBT (LABORAL KUTXA,
CRN AND CRS)

The Long-term IDRs of the three Spanish credit cooperatives are
driven by their individual creditworthiness as reflected by their
VRs.

The VRs of Laboral Kutxa and CRN reflect their low risk
appetites, which have resulted in better than sector average
asset quality indicators (NPL ratios of 8.8% and 5% at end-1H14,
respectively, vs the sector average of 13.4%). The entities
benefit from operating in the northern regions of Spain, the
Basque Country and Navarra, where the economic environment has
proven more resilient than the national average. Their VRs are
also supported by sound Fitch Core Capital (FCC) ratios of 13.4%
and 15.6% at end-1H14 respectively, which combined with strong
leverage ratios and robust loan loss reserve coverage, provide
reasonable buffers against stressed losses. Laboral Kutxa and CRN
also benefit from growing deposit bases and ample liquidity
buffers. However, their VRs also factor in their modest
profitability and the pressure on earnings from the low interest
rates environment and muted business volume growth.

CRS's Positive Outlook reflects asset quality stabilization and
Fitch's expectation that gross NPL inflows will decline while
recoveries accelerate in 4Q14 and 2015. CRS's VR factors in its
sizeable loss absorption buffers in the form of loan impairment
reserves (67% NPL reserve coverage at end-1H14) and robust
capital ratios (FCC ratio of 18.8% at end-1H14). The VR also
considers the difficult operating environment in Andalusia where
CRS operates. The weak economic prospects in the region could
undermine CRS's business growth opportunities and challenge
earnings generation capacity. Like its peers, CRS benefits from a
stable and growing deposit base and ample liquidity.

RATING SENSITIVITIES -- VRs, IDRs AND SENIOR DEBT (LABORAL KUTXA,
CRN AND CRS)

Should Spain's macroeconomic indicators improve, there is scope
for limited upside rating potential for Laboral Kutxa and CRN.
However, a sovereign upgrade would not automatically result in an
upgrade of the banks' ratings. An upgrade of Laboral Kutxa's
ratings would likely be contingent on further improvements in
asset quality, particularly in managing down problematic real
estate assets, and boosting profitability. An upgrade of CRN's
ratings would be contingent on a sovereign upgrade accompanied by
an improvement in core banking profitability. Any upside rating
potential would only materialize if the banks' capitalization and
loss absorption buffers remained strong. While currently not
expected by Fitch, potential drivers for a downgrade would
include a downgrade of Spain's sovereign rating and marked asset
quality deterioration, which could put significant pressure on
earnings and capital.

Upward rating potential for CRS would arise from further evidence
of asset quality improvements, earnings stabilization largely
supported by interest rate floors as well as its high capital
ratios and loss absorption buffers and sound funding and
liquidity. If improving asset quality trends derail
significantly, the Outlook could be revised to Stable.

KEY RATING DRIVERS -- IDRs, VRs AND SENIOR DEBT (GCC)

GCC's IDRs, SR, SRF and senior debt rating are driven by Fitch's
expectation that if required, there remains a moderate
probability of support from the Spanish state. The Support
Ratings reflect GCC's regional systemic importance to Spain and
drive the group's IDRs. Thus the latter are sensitive to the same
considerations as the SR and SRF. Given the existence of a mutual
support mechanism among all of GCC's group members, the IDRs of
the group apply to all the entities of the group, including BCC
and Cajas Rurales Unidas (CRU).

GCC's credit fundamentals have improved. In particular, the level
of problem assets has trended downwards since end-2013 while NPL
reserve coverage ratio has strengthened to around 48.2% at end-
3Q14 (43.6% at end-2013). The realization of sizeable capital
gains on the sale of assets, including the real estate management
subsidiary, supported the group's additional provisioning efforts
and internal capital generation in 3Q14. GCC's FCC was an
adequate 10.69% at end-1H14. In addition, by end-October 2014 the
group had reduced reliance on ECB funding significantly after
having repaid 80% of the LTRO funding ahead of maturity.

GCC's VR continues to reflect its weaker than sector average
asset quality metrics and the vulnerability of its capital base
to unreserved problem assets (over 1.5x FCC).

RATING SENSITIVITIES -- VR (GCC)

GCC's VR could be upgraded if the bank continues to make progress
in managing down problem assets while improving its loss
absorption buffers, including its loan reserve coverage and
capitalization. Any improvement in banking earnings will also be
rating positive. Conversely, a deterioration in any of the above
trends or in its earnings generation capacity could lead to a
downgrade of its VR.

KEY RATING DRIVERS AND SENSITVITIES -- SUPPORT RATING AND SUPPORT
RATING FLOOR (ALL)

GCC's, Laboral Kutxa's, CRN's and CRS's SRs of '3' and SRFs of
'BB' reflect Fitch's view that there is a moderate likelihood of
support for the banks from the Spanish authorities, if needed.
This is because the banks' regional importance is considered
strong. Fitch has also assigned a SR and a SRF to BCC because as
the central institution of GCC, Fitch expects that sovereign
support to the group, if ever required, would be channelled
through BCC. BCC's SR and SRF mirror those of the group.

The SR and SRF of these entities are sensitive to a weakening of
the assumptions around Spain's ability and propensity to provide
timely support to the banks. Of these, the greatest sensitivity
is to progress made in implementing the Bank Recovery and
Resolution Directive (BRRD) and Single Resolution Mechanism
(SRM). Fitch expects to downgrade GCC's, BCC's, Laboral Kutxa's,
CRN's and CRS's SRs to '5' and revise their SRFs to 'No Floor' by
end-1H15. Timing will be influenced by progress made on bank
resolution legislation.

The Negative Outlook on GCC reflects that a downward revision of
its SRF would likely cause downgrades of its Long-term IDR and
long-term senior debt ratings to the level of the bank's VR
unless mitigating factors arise.

KEY RATING DRIVERS AND SENSITIVITIES -- SUBORDINATED DEBT

Subordinated debt issued by CRU is notched from GCC's VR (Fitch
has not assigned a VR to CRU). The use of GCC's VR as the anchor
rating is based on Fitch's view that under the group's mutual
support mechanism GCC will at all times ensure that CRU is able
to meet its payments on these instruments. In accordance with
Fitch's criteria 'Assessing and Rating Bank Subordinated and
Hybrid Securities', subordinated (lower Tier 2) debt is rated one
notch below GCC's VR to reflect below-average loss severity of
this type of debt. The ratings of the subordinated debt are
broadly sensitive to the same considerations that might affect
GCC's VR.

The rating actions are as follows:

GCC (formerly Grupo Cooperativo Cajas Rurales Unidas)

Long-term IDR: affirmed at 'BB', Outlook Negative
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'bb-'
Support Rating: affirmed at '3'
Support Rating Floor: affirmed at 'BB'

BCC

Long-term IDR: assigned at 'BB', Outlook Negative
Short-term IDR: assigned at 'B'
Support Rating: assigned at '3'
Support Rating Floor: assigned at 'BB'

CRU

Long-term IDR: affirmed at 'BB', Outlook Negative
Short-term IDR: affirmed at 'B'
Support Rating: affirmed at '3' and withdrawn
Support Rating Floor: affirmed at 'BB' and withdrawn
Senior unsecured ST debt: affirmed at 'B'
Subordinated debt: affirmed at 'B+'

Laboral Kutxa

Long-term IDR: affirmed at 'BBB+', Outlook Stable
Short-term IDR: affirmed at 'F2'
Viability Rating: affirmed at 'bbb+'
Support Rating: affirmed at '3'
Support Rating Floor: affirmed at 'BB'
Senior unsecured debt LT: affirmed at 'BBB+'
Senior unsecured ST: affirmed at 'F2'

CRN

Long-term IDR: affirmed at 'BBB+', Outlook Stable
Short-term IDR: affirmed at 'F2'
Viability Rating: affirmed at 'bbb+'
Support Rating: affirmed at '3'
Support Rating Floor: affirmed at 'BB'

CRS

Long-term IDR: affirmed at 'BBB' Outlook revised to Positive
  from Stable
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '3'
Support Rating Floor: affirmed at 'BB'


UNION FENOSA: Fitch Assigns 'BB' Subordinated Debt Rating
---------------------------------------------------------
Fitch Ratings has published an expected rating of 'BBB-(EXP)' for
Gas Natural Fenosa Finance BV's proposed hybrid capital
securities.  The proposed securities qualify for 50% equity
credit.  The proposed notes will be unconditionally and
irrevocably guaranteed by Gas Natural SDG, S.A. (Gas Natural,
BBB+/Stable) on a subordinated basis.  The final rating is
contingent on the receipt of final documents conforming
materially to the preliminary documentation.

The expected rating for the proposed hybrid capital securities
reflects the highly subordinated nature of the notes, considered
to have lower recovery prospects in a liquidation or bankruptcy
scenario.  The equity credit reflects the structural equity-like
characteristics of the instruments including subordination,
maturity in excess of five years and deferrable interest coupon
payments.  Equity credit is limited to 50% given the cumulative
interest coupon, a feature considered more debt-like in nature.

KEY RATING DRIVERS FOR THE NOTES

Ratings Reflect Deep Subordination

The proposed notes have been notched down by two notches from Gas
Natural's Long-term Issuer Default Rating (IDR; BBB+/Stable)
given their deep subordination and consequently, the lower
recovery prospects in a liquidation or bankruptcy scenario
relative to the senior obligations of the issuer and guarantor.

Equity Treatment Given Equity-Like Features
The proposed securities qualify for 50% equity credit as they
meet Fitch's criteria with regards to deep subordination,
remaining effective maturity of at least five years, full
discretion to defer coupons for at least five years and limited
events of default.  These are key equity-like characteristics,
affording Gas Natural greater financial flexibility.

Effective Maturity Date 2042

While the proposed notes are perpetual, Fitch deems the
effective, remaining maturity as 2042, in accordance with the
agency's hybrid criteria.  From this date, the coupon step-up is
within Fitch's aggregate threshold rate of 100bps, but the issuer
will no longer be subject to replacement language, which
discloses the company's intent to redeem the instrument at its
call date with the proceeds of a similar instrument or with
equity.  According to Fitch's criteria, the equity credit of 50%
would change to 0% five years before the effective remaining
maturity date.  The issuer has the option to redeem the notes on
the first call date in 2022 and on any coupon payment date
thereafter.

Cumulative Coupon Limits Equity Treatment

The interest coupon deferrals are cumulative, which results in
50% equity treatment and 50% debt treatment of the hybrid notes
by Fitch.  The company will be obliged to make a mandatory
settlement of deferred interest payments under certain
circumstances, including the declaration of a cash dividend.
This is a feature similar to debt-like securities and provides
the company with reduced financial flexibility.

Importantly, the payment of coupons on outstanding preference
shares, issued by Union Fenosa Financial Services USA LLC in 2003
(outstanding EUR69 million, rated BB+) and Union Fenosa
Preferentes, S.A. in 2005 (outstanding EUR750 million, rated BB)
will not trigger a mandatory settlement of deferred interest
payments on the proposed hybrid bonds.  Both preference shares
issues do not have the ability to defer coupon payments without
constraints.  Their non-cumulative cash coupons can only be
deferred under certain circumstances, subject to constraints,
including the linkage of coupon payments to the prior year's net
profit.  As a result, Fitch allocates no equity credit to both
issues.  The one-notch rating differential between the 2003 and
2005 issues reflects the relative seniority of the former.

KEY RATING DRIVERS FOR GAS NATURAL

CGE Acquisition

Fitch affirmed Gas Natural's ratings on Oct. 16, 2014 following
the company's announcement of an acquisition of Chile's Compania
General de Electricidad SA (CGE, AA-(cl)/Stable) for USD3.3
billion (EUR2.6 billion).  The rating action reflected our view
that the CGE acquisition will have a moderately positive impact
on Gas Natural's business profile, due to increased geographical
diversification as well as our expectation of rapid de-leveraging
following the acquisition.  Fitch expects that the acquisition
will temporarily weaken credit ratios to above our negative
rating guideline in the next 12 months (assuming an acquisition
of 100% of shares) but Fitch expects funds from operations (FFO)
adjusted net leverage to return to a level commensurate with the
rating (below 4.0x) in 2016-2017.

On Oct. 12, Gas Natural agreed to acquire 54% of CGE from a group
of controlling stakeholders and the company will make a share
tender offer for the remaining stake.  The entire 100% stake is
valued at USD3.3 billion (EUR2.6 billion) based on the offered
price per share.  In Fitch's rating case it assumed that Gas
Natural will purchase 100% of CGE.  In 2013 CGE's EBITDA was
EUR0.6 billion and net debt-to-adjusted EBITDA stood at 3.3x.

Moderately Stronger Business Profile

Fitch believes that the CGE acquisition will have a moderately
positive impact on Gas Natural's business profile, due to
increased geographical diversification, including Chile
(A+/Stable), one of the highest-rated Latam countries with a
predictable regulatory regime.  As a result of the acquisition,
Gas Natural will change its mix of Spanish versus international
business to 49:51 from 56:44, reducing the company's exposure to
the Spanish market, which has been subject to unfavorable
regulatory changes in the past few years.

Fitch considers CGE a good strategic fit for Gas Natural due to
its focus on natural gas distribution and electricity
distribution and transmission, the highly regulated character of
its revenues and leading market position in Chile.  Fitch expects
a moderate reduction in the profitability of CGE's natural gas
distribution business due to planned changes to regulations.

Temporarily Weaker Credit Metrics

Fitch expects that the acquisition will temporarily weaken credit
ratios to above our negative rating guideline of FFO net adjusted
leverage of close to or above 4x in the next 12 months, assuming
an acquisition of 100% of shares.  This will eliminate rating
headroom for the company.  However, Fitch projects FFO adjusted
net leverage to return to the level commensurate with the rating
(below 4.0x) in 2016 and to improve further in 2017, due to
deleveraging in line with the company's strategy.

Regulatory Cuts in Electricity

A series of regulatory changes in the Spanish electricity sector
since 2012 have reduced Gas Natural's annual EBITDA by about
EUR0.6 billion, according to the company's estimates.  Fitch
expects other reforms (ie, capacity payments and mothballing) to
affect future earnings to a lesser extent.  Legal tail risk
remains as the new measures may be tested in courts.

Gas Networks Less Exposed

Recent changes to the gas sector regulatory framework in Spain
are expected to prevent further growth of the gas tariff deficit
(TD) and introduce mechanisms to eliminate the outstanding TD in
the system (around EUR0.4 billion at end-2013).  The negative
impact of the regulatory changes on Gas Natural's EBITDA is EUR45
million in 2014 and around EUR90 million per year thereafter,
according to Fitch's estimates. The regulatory cut is much
smaller than that seen in the Spanish electricity business as the
cumulative gas TD is substantially lower than the electricity TD.

Balanced Business Profile

The ratings are supported by Gas Natural's integrated strong
business profile in both gas and electricity.  A significant
portion of the company's earnings (52% of 1H14 EBITDA) are
regulated and mainly derived from its gas and electricity
distribution activities in Spain and Latam, providing cash flow
visibility.  This is despite the 2012-2014 regulatory changes in
Spain that reduced regulated earnings.  The CGE acquisition will
slightly increase the share of regulated EBITDA.  In addition,
about 5% of 1H14 EBITDA was quasi-regulated, comprising mostly
long-term contracted generation in Latam (PPAs) and generation in
the special regime in Spain.

RATING SENSITIVITIES

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

   -- Reduction of FFO adjusted net leverage to around 3.0x or
      below on a sustained basis and FFO interest coverage around
      5.5x or above (FY13: 5.2x) on a sustained basis.

   -- Improvement in the operating and regulatory environment.

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

   -- FFO adjusted net leverage close to or above 4.0x and FFO
      interest coverage below 4.5x on a sustained basis.

   -- Substantial deterioration of the operating environment or
      further government measures that substantially reduce cash
      flows.

LIQUIDITY AND DEBT STRUCTURE

Gas Natural's liquidity position remains strong.  As of Sept. 30,
2014, Gas Natural had cash and cash equivalents of EUR3.9bn plus
available committed credit facilities of EUR6.8bn, of which
EUR6.7bn are maturing beyond 2015.  This is sufficient to fund
the CGE acquisition and meet debt maturities of EUR4.0bn over the
next 24 months.  Fitch expects Gas Natural to generate positive
free cash flow in 2014-2016.

FULL LIST OF RATINGS

Gas Natural SDG, S.A.

  Long-term IDR of 'BBB+', Outlook Stable
  Short- term IDR of 'F2'

Gas Natural Fenosa Finance BV

  Senior unsecured rating of 'BBB+'
  Euro commercial paper programme rating of 'F2'
  Subordinated hybrid capital securities' expected rating of
   'BBB-(EXP)' assigned to proposed securities

Gas Natural Capital Markets, S.A.

  Senior unsecured rating of 'BBB+'

Union Fenosa Financial Services USA LLC

  Subordinated debt rating of 'BB+'

Union Fenosa Preferentes, S.A.

  Subordinated debt rating of 'BB'



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


MRIYA AGRO: Fitch Affirms & Withdraws 'RD' Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed Ukraine-based agricultural producer
Mriya Agro Holding Public Limited's ratings, including its Long-
term foreign currency Issuer Default Rating (IDR) at 'RD'
(Restricted Default) and subsequently withdrawn all ratings.

KEY RATING DRIVERS

Fitch has withdrawn the ratings as Mriya has chosen to stop
participating in the rating process.  Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, the agency will no longer provide ratings or
analytical coverage for Mriya.

The rating actions are:

  Long-term foreign and local currency IDRs: affirmed at 'RD',
  withdrawn

  Short-term foreign and local currency IDRs: affirmed at 'RD',
  Withdrawn

  Foreign currency senior unsecured rating: affirmed at
  'C'/Recovery Rating of 'RR4', withdrawn

  National Long-term rating: affirmed at 'RD(ukr)', withdrawn



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


AUSTIN & CO: Austins Store Sold; 55 Jobs Saved
----------------------------------------------
John Campbell at BBC News reports that 55 jobs have been saved
following the sale of Austins, the Londonderry department store.

The firm which owned it, Austin & Co, was placed into
administrative receivership on Nov. 5, BBC relates.

According to BBC, the receiver has now sold the trading side of
the business and the store will continue operating as normal.

The building, which has a prominent position on the Diamond, is
now for sale, BBC discloses.

Austins had been under pressure for some time, posting
significant losses in 2011 and 2012, BBC relays.

The business was facing a winding-up petition later this month
which could have lead to it being liquidated, BBC notes.

The Austins directors worked consensually with their bank, AIB,
and the receiver to prevent that, BBC recounts.

It is not clear exactly who now has control of the trading
business though it is understood not to be the previous
directors, Luke and Declan Hasson, BBC states.

The receiver, Seamas Keating -- s.keating@pkffpm.com -- of PKF-
FPM accountants, as cited by BBC, said "the administrative
receivership has resulted in the sale of the trading operation of
the company to a new operator.

"The administration receiver is continuing to realise company
assets."


CARBON GREEN: Court Puts Two Carbon Credit Firms Into Liquidation
-----------------------------------------------------------------
Carbon Green Capital LLP and Agora Capital Ltd were ordered into
liquidation in the public interest by the High Court on
October 22 following petitions presented by the Secretary of
State for Business, Innovation & Skills.

The Official Receiver was earlier appointed by the Court on
July 30, 2014, as provisional liquidator of both companies on the
application of the Secretary of State pending determination of
the winding up petitions.

Welcoming the Court's winding up decisions Chris Mayhew, Company
Investigations Supervisor, said:

"This formally brings to an end the activities of two heartless
companies that claimed to pride themselves on the investment
returns for clients but who in truth were peddling near worthless
carbon credits, which in some instances they even failed to
supply, raising approaching GBP1 million from the public.

"Far from the claimed world class investment services dedicated
to helping clients, these companies were dedicated only to
helping themselves.

"I would once more urge investors not to respond to cold calling
investment sharks as you stand to gain nothing and risk losing
everything. Simply end the call, not your savings.

"The Insolvency Service will not allow rogue companies to rip-off
vulnerable and honest people and will investigate abuses and
close down companies if they are found to be operating or about
to operate, against the public interest."

The petitions were issued following confidential enquiries
carried out by Company Investigations, part of the Insolvency
Service, under section 447 of the Companies Act 1985, as amended.

The investigation found that Carbon Green Capital LLP had traded
from rented offices at 34 Lime Street, London, EC3M 7AT selling
sold carbon credits to members of the public as investments by
making false and misleading claims as to the likely investment
returns. The company received in excess GBP274,000 from members
of the public.

Agora Capital Ltd then continued Carbon Green Capital LLP's
business operating from the same offices and using some of the
same forms and materials of the limited liability partnership
raising a further GBP580,000 from members of the public from the
sale of carbon credits as investments.

The Court heard how the limited liability partnership was set up
by Mr. Steven Sulley and Mr Christopher Chapman and that it
claimed to be 'dedicated to helping its clients' and to take
pride in its 'professional, transparent and ethical service' to
allow investors to invest with confidence, asserting that carbon
credit prices were set to triple by 2015. Agora Capital Ltd
seamlessly continued the same unscrupulous business.

The former websites of the companies were
www.carbongreencapital.com and www.agoracapital.co.uk.

Each company targeted vulnerable and unsuspecting individuals
using high pressure sales tactics.

Investors have also been targeted by organisations claiming to be
able to recover investors' losses.


EMERGENCY SERVICES: Court Winds-Up Emergency Services Business
--------------------------------------------------------------
A company which falsely claimed an association to emergency
services in order to induce small businesses to place
advertisements in its publications has been wound up by the High
Court in Manchester.

The court ordered The Emergency Services (Media Dept) Limited
into liquidation on October 16, 2014, following an investigation
by the Insolvency Service.

Commenting on the case, Colin Cronin, Investigation Supervisor,
said: "The Emergency Services (Media Dept) Limited created an
impression that it was running a national campaign or initiative
when, in truth, the magazine it produced was merely a mechanism
by which the company raised money from members of the public by
way of systematic and deliberate misrepresentations.

"These winding up proceedings show that the Insolvency Service
will take firm action against companies which operate in this
manner."

The Court heard that the company cold-called small businesses and
requested them to place an advertisement in a magazine, known as
React. In doing so, a number of serious misrepresentations were
made to advertisers including that:

   * Telesales callers falsely stated or implied that they were
     from or affiliated to the Police or the emergency services

   * The company falsely stated that it was raising funds for the
     emergency services and that the cost of the advertisements
     would contribute to such funds

   * The company falsely stated that the React magazine would be
     distributed to local schools or used by the Police to give
     presentations in schools regarding drug and alcohol abuse

   * The company falsely stated that the magazine would be
     distributed to Police forces, university libraries and
     various public bodies when no such distribution was taking
     place

   * The company falsely stated that it was raising funds to
     tackle child abuse, knife crime and other anti-social
     behaviour

The company received an advertising income of GBP466,922 in 2013
and GBP367,765 in 2012 but charitable donations amounted to just
1.8% of these amounts. In contrast, payments to the company's
directors and telesales staff amounted to GBP308,301 in 2013 and
GBP205,094 in 2012.

The petition to wind-up The Emergency Services (Media Dept)
Limited was presented under s124A of the Insolvency Act 1986 on
Aug. 26, 2014. The Official Receiver was appointed as provisional
liquidator of the company on Sept. 3, 2014. The company was wound
up on Oct. 16, 2014.


EUROSAIL-UK 2007-3BL: S&P Affirms 'CCC' Ratings on 4 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Eurosail-UK 2007-3BL PLC.

Specifically, S&P has:

   -- Raised its ratings on the class A2a, A2b, and A2c notes;
      and

   -- Affirmed its ratings on the class A3a, A3c, B1a, B1c, C1a,
      C1c, D1a, and E1c notes.

The rating actions follow S&P's credit and cash flow analysis
using loan-level information as of June 2014, investor reports as
of Sept. 2014, and the application of S&P's relevant criteria.

In the Dec. 2012 investor report, the servicer (Acenden Ltd.)
updated how it reports arrears to include amounts outstanding,
delinquencies, and other amounts owed.  Other amounts owed
include arrears of fees, charges, costs, ground rent, and
insurance, among other items.  Delinquencies include principal
and interest arrears on the mortgage loans, based on the
borrowers' monthly installments.  Amounts outstanding are
principal and interest arrears, after the servicer first
allocates borrower payments to other amounts owed.

For the transaction, the servicer first allocates any arrears
payments to other amounts owed, then to interest and principal
amounts.  For borrowers, the servicer first allocates any arrears
payments to interest and principal amounts, and then to other
amounts owed.  This difference in the servicer's allocation of
payments for the transaction and the borrower results in amounts
outstanding being greater than delinquencies.

Since Q4 2011, amounts outstanding have been increasing.  Based
on the pool as of Sept. 2014, the transaction's pool factor is
48.42%.  Acenden references the level of amounts outstanding to
determine the 90+ day arrears trigger.  The level of 90+ days
amounts outstanding (including repossessions) has increased to
30.68% since Q4 2011.  Total amounts outstanding have increased
to 40.69% of the pool in Sept. 2014 from 29.22% in Dec. 2011.

In terms of 90+ days delinquencies, the transaction underperforms
S&P's U.K. nonconforming RMBS index.  Delinquencies in S&P's
nonconforming index have decreased to 14.10% in Q2 2014 from
17.56% in Q4 2011.  Conversely, delinquencies in Eurosail-UK
2007-3BL increased to 17.15% from 13.03% over this period.  As a
result, combined with the prospect of future interest rate rises
in the near to medium term, we projected additional delinquencies
of 5.2% in S&P's analysis.

"The notes are amortizing sequentially, as the transaction's pro
rata arrears triggers have been breached since Q4 2012, as 90+
days amounts outstanding and cumulative losses have exceeded
their respective limits of 22.5% and 1.35%, respectively.
Cumulative losses have increased to 3.40%.  We therefore consider
that the transaction will continue to pay principal sequentially,
and we have incorporated this assumption in our cash flow
analysis.  The sequential amortization, combined with a
nonamortizing reserve fund, has increased the transaction's
available credit enhancement since our previous review on March
30, 2012.  The available credit enhancement rose to 3.83% as of
the Sept. 2014 investor report from 3.17% from the December 2011
investor report," S&P said.

S&P's weighted-average foreclosure frequency (WAFF) has
decreased, while its weighted-average loss severity (WALS)
assumptions have increased for this transaction since S&P's
previous review.  S&P's WAFF assumptions have primarily
decreased, as it now considers delinquencies in our analysis;
previously, Acenden did not distinguish delinquencies and amounts
outstanding.  Delinquencies have been lower than amounts
outstanding.  S&P's WALS assumptions have increased because S&P
expects potential losses to be higher, given the servicer's
method of allocating payments of other amounts owed.  Overall,
S&P's expected credit loss for this transaction has increased
since its previous review.

            WAFF (%)         WALS (%)        Expected
                                          credit loss (%)
AAA         43.15            56.06            24.19
AA          36.99            50.50            18.68
A           31.50            41.95            13.21
BBB         26.72            36.87            9.85
BB          21.73            33.02            7.17
B           19.60            29.93            5.87

On Sept. 15, 2008, Lehman Brothers Holdings Inc. the parent
company of the Lehman Brothers group, filed for protection under
Chapter 11 of the U.S. Bankruptcy Code.  As a result, the
transaction's foreign exchange rate risk was no longer hedged.
In the absence of a currency swap, available principal to make
payments on the euro-denominated and US dollar-denominated notes
is converted at the spot rate.  With the fluctuations of the euro
and the U.S. dollar against British pound sterling, principal
payments to noteholders have been lower than if the original
currency swap had been in place.  Consequently, S&P calculates
that potential losses resulting from principal payments to date
are at GBP41 million; the euro/sterling spot rate for the Sept.
2014 payment date (EUR1.25/GBP1) remains below the swap rate at
closing (EUR1.48/GBP1) and the U.S. dollar/sterling spot rate for
the Sept. 2014 payment date ($1.62/GBP1) remains below the swap
rate at closing ($2.02/GBP1).

"In our cash flow analysis, we included stressed forward foreign
exchange curves for the euro and U.S. dollar-denominated notes.
We derived the depreciation using extreme value analysis as
described in our criteria.  Following the application of this
model, our cash flow analysis results for the class A2 notes
indicated a higher rating.  As our currency depreciation is based
on forward currency curves, we apply a smaller currency
depreciation at the shorter end of the curve than the longer end.
Consequently, as the A2 notes continue to amortize (down to
GBP59.9 million as of the Sept. 2014 interest payment date, from
GBP121.2 million in our previous review), we applied a smaller
depreciation in our cash flow analysis than in our previous
review," S&P said.

Following S&P's cash flow analysis, it considers the available
credit enhancement for the class A2a, A2b, and A2c notes to be
commensurate with higher ratings.  S&P has therefore raised its
ratings on these classes of notes.

The class A3a, A3c, B1a, and B1c notes exhibited principal losses
under the application of the forward foreign exchange curves.
However, S&P do not envisage any shortfalls in the next 18
months. S&P has therefore affirmed its ratings on these classes
of notes.

If losses due to principal payments already made are eventually
realized, the class C1a, C1c, D1a, and E1c notes would be
undercollateralized.  As a result, in S&P's view, there is a one-
in-two chance of eventual default for these notes.  S&P has
therefore affirmed its 'CCC (sf)' ratings on these classes of
notes.

Eurosail-UK 2007-3BL is a U.K. nonconforming RMBS transaction,
which Southern Pacific Mortgage Ltd., Preferred Mortgage Ltd.,
London Mortgage Company, Alliance & Leicester PLC, and Amber
Homeloans Ltd. originated.

RATINGS LIST

Eurosail-UK 2007-3BL PLC
EUR345 mil, GBP278.275 mil, US$300 million mortgage-backed
floating-rate notes and an overissuance excess-spread-backed
floating-rate notes
                                    Rating              Rating
Class             Identifier        To                  From
A2a               29880YAD1         BB+ (sf)            BB- (sf)
A2b               29880YAE9         BB+ (sf)            BB- (sf)
A2c               29880YAF6         BB+ (sf)            BB- (sf)
A3a               29880YAG4         B- (sf)             B- (sf)
A3c               29880YAJ8         B- (sf)             B- (sf)
B1a               29880YAK5         B- (sf)             B- (sf)
B1c               29880YAM1         B- (sf)             B- (sf)
C1a               29880YAN9         CCC (sf)            CCC (sf)
C1c               29880YAQ2         CCC (sf)            CCC (sf)
D1a               29880YAR0         CCC (sf)            CCC (sf)
E1c               29880YAU3         CCC (sf)            CCC (sf)


GAME GROUP: High Court Denies Bid to Appeal Rent Decision
---------------------------------------------------------
Out-Law.com reports that the UK Supreme Court will not allow Game
Group to appeal a recent decision allowing landlords to recover
rent from administrators that continued to operate the business
as a going concern while a buyer was found.

Out-Law.com says the Court of Appeal's February 2014 decision
overturned previous case law under which landlords were ranked
among other unsecured creditors of an insolvent business, even
where the administrators continued to trade from the premises.
The Supreme Court's decision, published on its website, means
that landlords will be entitled to recover rent as an expense of
the administration, calculated on a day by day basis, Out-Law.com
relates.

"The Supreme Court's decision not to allow an appeal is welcome
both as a recognition of the clear and sensible decision reached
by the Court of Appeal and because it brings to an end the
uncertainty experienced by landlords and insolvency practitioners
whilst a further change in the law was potentially afoot," the
report quotes property litigation expert Dev Desai of Pinsent
Masons, the law firm behind Out-Law.com, as saying.

"Practitioners can now conduct matters knowing that rent is
apportioned on a day-to-day basis for the period that premises
are used for the purposes of administration, regardless of when
rent falls due under leases."

In 2009, the High Court found that the full amount of rent
falling due during administrators' beneficial use of an insolvent
business' premises would automatically rank as an expense of the
administration, even if the administrators only made partial use
of the leased premises or for only part of the rent period, Out-
Law.com recalls. This appeared to be a victory for landlords, as
administration expenses are typically paid in full; and became
known as the 'Goldacre principle', after the company involved in
the case.

However, in April 2012, the court confirmed the logical flip-side
of the Goldacre decision in a case involving the collapsed
nightclub chain Luminar, Out-Law.com notes. Here, the High Court
held that any rent falling due before administrators are
appointed must instead be classed as an unsecured debt, which
will usually go unpaid, even if the administrators subsequently
used the leased premises during that rent period.  Out-Law.com
states that with commercial property rent usually due on a
quarterly basis, this pair of decisions meant that administrators
could legally trade the business from the rented premises for as
long as three months, protected from landlord enforcement action
and with landlords only able to recover payment in the same way
as other unsecured creditors.

Game went into administration on 26 March 2012, one day after the
company's quarterly rent payments were due. The timing meant that
administrators did not have to pay that quarter's rent despite
continuing to trade from the stores, Out-Law.com says. The case,
which was brought by four of Game's landlords, was ultimately
fast-tracked to the Court of Appeal, which applied the equitable
"salvage principle" to make the administrator liable for any rent
accruing during the period that the property was being used for
the benefit of winding up or administration, according to Out-
Law.com.

Refusing leave to appeal, the Supreme Court said that Game's
further challenge "does not raise an arguable point of law of
general public importance . . . bearing in mind that the case has
already been the subject of judicial decision and reviewed on
appeal," Out-Law.com relays.

Litigation expert Craig Connal QC of Pinsent Masons said that the
Supreme Court's order meant that the principles set out in the
Court of Appeal's decision would be likely to be followed in
future cases in Scotland, as well as those in England and Wales,
adds Out-Law.com.

UK-headquartered The Game Group PLC, through its subsidiaries,
operates as a specialist retailer of PC and video game products.

On March 26, 2012, Michael Jervis and Stuart Maddison of
PricewaterhouseCoopers LLP were appointed as Joint Administrators
of:

  * The GAME Group plc;
  * Gameplay (GB) Limited;
  * Games Station Limited;
  * Game Stores Group Limited;
  * Game (Stores) Limited; and
  * Game Retail (UK) Limited.

On March 28, 2012, Michael Jervis and Stuart Maddison of
PricewaterhouseCoopers LLP were appointed as Joint Administrators
of Pure Unity Developments Limited.

Game Group went into administration after it was unable to pay a
GBP21 million quarterly rent bill, resulting in the immediate
closure of 277 of its 610 UK stores and just over 2,000 job
losses, according to The Financial Times.


RICHMOND PARK: Fitch Affirms 'B-sf' Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Richmond Park CLO Limited, as follows:

EUR351.050 million Class A-1: affirmed at 'AAAsf'; Outlook Stable
EUR74.375 million Class A-2: affirmed at 'AAsf'; Outlook Stable
EUR34.210 million Class B: affirmed at 'Asf'; Outlook Stable
EUR26.785 million Class C: affirmed at 'BBBsf'; Outlook Stable
EUR46.110 million Class D: affirmed at 'BBsf'; Outlook Stable
EUR15.610 million Class E: affirmed at 'B- sf'; Outlook Stable
EUR67.550 million subordinated notes: not rated

Richmond Park CLO Limited is an arbitrage cash flow
collateralized loan obligation (CLO).  Net proceeds from the note
issuance were used to purchase a EUR595 million portfolio of
European leveraged loans and bonds.  The portfolio is managed by
Blackstone/GSO Debt Funds Europe Limited.  The transaction has a
four-year re-investment period scheduled to end in Jan. 2018.

KEY RATING DRIVERS

The affirmation reflects the transaction's stable performance
since the deal closed in Jan. 2014.  The default and loss rates
projected for the current portfolio are inside the rates modelled
at closing for the stress portfolio.

The deal went effective on April 10, 2014.  As of Oct. the
transaction had built par and total assets exceeded the target
par of EUR595 million by EUR715,766.

There are no defaulted assets and no 'CCC' assets in the
portfolio.  The weighted average rating factor is 'B'/'B-'or
33.7. The weighted average recovery rate as calculated by Fitch
is 70.6%.  All collateral quality tests and portfolio profile
tests are passing.

Senior secured assets make up 99.6% of the portfolio, with the
remainder consisting of senior unsecured loans.  Peripheral
exposure is to Spain (4.3%) and Italy (1.9%).  The three largest
country exposures are Germany (20.9%), UK (18.7%) and France
(17.7%).  The three largest industry exposures are computers and
electronics (8.8%), broadcastings and media (8.7%) and healthcare
(7.5%).  The top three obligors account for 7.5% of the
transaction.

Fixed rate assets cannot exceed 10% of the portfolio and
currently only account for 0.2%.  All overcollateralization (OC)
tests are passing with comfortable cushions and interest coverage
tests are also passing.  The cushion on the junior OC test
currently stands at 4.2% compared with 4% at closing.

RATING SENSITIVITIES

Since the loss rates for the current portfolio are below those
modeled for the stress portfolio; the sensitivities shown in the
new issue report still apply for this transaction.


ST PAUL CLO III: Fitch Affirms 'B-sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has affirmed all ratings of St Paul's CLO III
Limited as follows:

EUR326.7 million class A affirmed at 'AAAsf'; Outlook Stable
EUR64.9 million class B affirmed at 'AAsf'; Outlook Stable
EUR32.4 million class C affirmed at 'Asf'; Outlook Stable
EUR26.4 million class D affirmed at 'BBBsf'; Outlook Stable
EUR33 million class E affirmed at 'BBsf'; Outlook Stable
EUR15.4 million class F affirmed at 'B-sf'; Outlook Stable
EUR57.7 million subordinated notes: not rated

St Paul's CLO III Limited is an arbitrage cash flow
collateralized loan obligation. Net proceeds from the issue of
the notes were used to purchase a EUR549 million portfolio of
European leveraged loans and bonds. The portfolio is managed by
Intermediate Capital Managers Limited, a wholly owned subsidiary
of Intermediate Capital Group PLC.

KEY RATING DRIVERS

The affirmation of the notes reflects the transaction's
performance being in line with Fitch's expectations. All
portfolio quality tests and portfolio profile tests are passing,
except the Second Single Largest Fitch Industry test.

The transaction became effective as of February 2014. Between
closing in December 2013 and the report date as of September
2014, credit enhancement (CE) decreased marginally across all
notes. For the most senior notes, CE fell to 40% from 40.5% and
for the most junior notes to 8.4% from 9.1%. This is due to the
default of one obligation, Vivarte, representing 1.4% of the
performing balance and a 37.5% recovery rate.

The majority of underlying assets are rated in the 'B' category.
There is no 'CCC' or below rated assets. The largest industry is
healthcare with 13.92%, followed by 13.12% of business services,
which is just above the maximum trigger at 12.5%. As a result,
the manager is not allowed to purchase more assets in business
services. The largest country exposure in the portfolio is
France, contributing 20.2%, followed by the UK at 18%. European
peripheral exposure is represented by Spain and Italy, which
together make up for 5.7% of the performing portfolio and cash
balance. The largest single obligor is 2.76% and the 10 largest
obligors account for 21.3% of the portfolio. The largest obligor
cannot account for more than 3% of the portfolio.

Rating Sensitivities

Fitch has incorporated two stress tests to simulate the ratings
sensitivity to changes of the underlying assumptions.

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



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


* Financial Stability Board Unveils "Too Big to Fail" Bank Rules
----------------------------------------------------------------
BBC News reports that new global rules to prevent banks that are
"too big to fail" from being bailed out by taxpayers have been
proposed.

According to BBC, the rules, created by the Financial Stability
Board (FSB), a global regulator, will require big banks to hold
much more money against losses.

Mark Carney, FSB chairman and governor of the Bank of England,
said it had been "totally unfair" for taxpayers to bail out banks
after the financial crisis of 2008 and 2009, BBC relates.

"The banks and their shareholders and their creditors got the
benefit when things went well," Mr. Carney told the BBC.

"But when they went wrong the British public and subsequent
generations picked up the bill -- and that's going to end".

Mr. Carney explained that the new system would ensure that bank
shareholders, and lenders to banks such as bondholders, would
become first in line to bear the brunt of future losses if banks
could not pay out of their own resources, BBC relays.

"Instead of having the public, governments, [and] the taxpayer
rescue banks when things go wrong; the creditors of banks, the
big institutions that hold the banks' debt -- not the depositors
-- will become the new shareholders of banks if banks make
mistakes," BBC quotes Mr. Carney as saying.

Governments around the world spent hundreds of billions of pounds
bailing out stricken banks during the financial crisis of
2007-08, BBC discloses.

At its peak in the UK alone, taxpayers' direct subsidy to banks
stood at more than GBP1 trillion according to a recent report
from the National Audit Office, BBC notes.

In the wake of the financial crisis, world leaders asked the FSB
to come up with proposals to prevent similar bailouts from
happening in the future, BBC relays.

According to BBC, the proposed new rules, which are up for
consultation and should take effect in 2019, require "global
systemically important banks" to hold a minimum amount of cash to
ensure they will be able to survive big losses without turning to
governments for help.

The FSB, as cited by BBC, said the capital set aside should be
worth 15-20% of the bank's assets.  That is a far bigger cushion
against losses than is required by current banking rules, BBC
states.

The FSB, BBC says, hopes this stronger policy will prevent
taxpayers from being forced to pay billions of pounds again to
stop big banks from collapsing, in the event of another financial
crisis.


                            *********

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.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

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


                 * * * End of Transmission * * *