---

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

                           E U R O P E

          Thursday, November 27, 2014, Vol. 15, No. 235

                            Headlines

B E L A R U S

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


G E R M A N Y

PROVIDE-VR 2003-1: S&P Lowers Rating on Class D Notes to 'CC'


N E T H E R L A N D S

DUTCH MORTGAGE VIII: Fitch Affirms 'BB+' Rating on Class B Notes
PORTUGAL TELECOM: Fitch Affirms 'BB+' IDR; Outlook Stable


S P A I N

BBVA RMBS 14: S&P Assigns 'B-' Rating to Class B Notes


U N I T E D   K I N G D O M

NEWDAY PARTNERSHIP: Fitch Rates Series 2014-2 F Notes 'B(EXP)'


                            *********


=============
B E L A R U S
=============


BELARUSBANK: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the foreign currency Long-term Issuer
Default Ratings (IDRs) of Belarusbank (BBK), Belinvestbank (BIB)
and Development Bank (DBRB) at 'B-' with Stable Outlooks.

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

The affirmation of the banks' Long-term IDRs with Stable Outlooks
reflects Fitch's expectation of support potential from the
government of Belarus, in case of need.  This view is driven by
the banks' state ownership, high systemic importance, policy roles
(mainly for BBK and DBRB) and the track record of support to date.
However, the ratings are vulnerable to potential deterioration of
the sovereign credit profile in view of moderate FX reserves (USD6
billion at Nov. 1, 2014), persistent current account deficit
(USD2.6 billion in 6M14) and material upcoming debt repayments
(around USD3 billion in 2015).  The pressure on the country's
external finances has so far been alleviated by continued access
to foreign funding/preferential trade terms with Russia (Fitch
expects this to remain available).

All three banks are fully owned by the state through the State
Property Committee of the Republic of Belarus (BBK and BIB) and
the Council of Ministers of the Republic of Belarus (DBRB) and
have representatives of the government sitting on the boards.  All
the banks are considered systemically important given high market
shares in assets (BBK: 34%; BIB: 6%; DBRB: 7%,) and retail
deposits (BBK: 47%; BIB: 7%), while BBK and DBRB also have policy
roles in providing low rate loans under state programs (BBK: 65%
of loans; DBRB: 100%) mostly backed by dedicated state funding
(either from National Bank (NBB) or the Ministry of Finance).
From 2016, DBRB will be the main channel through which the
government provides such loans.

The share of government funding is significant at all banks (BBK:
34%, DBRB: 72%, BIB: 20%) and we are not expecting any liquidity
pressure in local currency.  However, foreign currency liquidity
is tight and the upcoming repayments in 2015 (around 10% of each
bank's liabilities), if not refinanced on the market are
contingent on government support (eg NBB paying banks under swap
agreements, refinancing of Ministry of Finance FX bonds, etc.).

The government is not planning new capital contributions in BBK
and BIB in the near term, so their capitalization may moderate
somewhat.  Despite having a high Basel capital adequacy ratio of
32% at end-1H14 (sufficient to reserve up to half the loan book)
and being exempt from regulatory capital requirements, DBRB
expects BYR2 trillion (18% of end-1H14 equity) injection in 2015
to support planned rapid growth.

KEY RATING DRIVERS - BBK and BIB VRs

The VRs of BBK and BIB to a large extent depend on the sovereign
credit profile given (i) the economy's high state ownership, and
the reliance of many borrowers on government support; (ii) the
likelihood that any further deterioration of the sovereign's
financial position would have a sharply negative impact on the
broader economy; and (iii) the banks' high direct exposure to the
sovereign through government bonds and FX swaps with the NBB (at
end-1H14: BBK: 97% of Fitch Core Capital, FCC; BIB: 87% of FCC).

Non-performing loans (overdue over than 90 days) were low at 1.8%
at BBK and 2.1% at BIB at end-1H14, helped by transfers of weakly
performing state program loans to DBRB (BBK), as well as
government subsidies on interest payments, bullet repayments and
increasingly rollovers.  Downside risks remain high given
generally high leverage in the corporate segment, significant FX-
lending to unhedged borrowers, spill-over effects from weaker
growth and potential external pressures.

Regulatory capitalization is moderate and on a downward trend in
9M14 (BBK's decreased to 17.0% from 18.1%, BIB's to 12% from
12.7%) because of growth and asset inflation.  Pre-impairment
profitability is reasonable, at 2.3% and 4.9% of average gross
loans, respectively (1H14 IFRS, annualized), and both banks were
also profitable after provisions, although net returns were
moderate (ROAE of 2.7% and 2.1%, respectively) suggesting capital
contributions may be required down the road to support growth.

Fitch has not assigned a VR to DBRB due to the bank's status as a
development institution and its close association with the
authorities.

RATING SENSITIVITIES

Any changes in the banks IDRs are likely to be linked to changes
in the sovereign credit profile.  A further weakening of the
sovereign could indicate a reduced ability to support the banks as
well as greater risk of transfer and convertibility restrictions
being introduced.

BBK's and BIB's VRs could be downgraded if their financial
profiles deteriorate considerably as a result of marked asset
quality deterioration and capital erosion, without support being
made available.

The potential for positive rating actions on either the IDRs or
VRs is limited in the near term, given weaknesses in the economy
and external finances.

The rating actions are:

BBK
Long-term IDR: affirmed at 'B-'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'B-'

BIB
Long-term IDR: affirmed at 'B-'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'B-'

BDRB
Long-term foreign and local currency IDRs: affirmed at 'B-';
Outlook Stable
Short-term foreign currency IDR affirmed at 'B'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'B-'


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


PROVIDE-VR 2003-1: S&P Lowers Rating on Class D Notes to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'AAA (sf)' from 'BBB
(sf)' and removed from CreditWatch positive its credit rating on
PROVIDE-VR 2003-1 PLC's class C notes.  At the same time, S&P has
lowered to 'CC (sf)' from 'CCC- (sf)' its rating on the class D
notes.  S&P has also affirmed its ratings on the class B notes and
E notes.

The rating actions follow S&P's analysis of the transaction's
performance, using the latest available data from the investor
reports (dated August 2014).

On July 15, 2014, S&P placed on CreditWatch positive its rating on
PROVIDE-VR 2003-1's class C notes due to increasing credit
enhancement.

Since closing, sequential amortization and net losses have reduced
the principal balance of the notes to approximately EUR25.3
million from EUR449.0 million at closing in Dec. 2003.  The class
A+ and A notes have fully redeemed.  As the notes pay down
sequentially, credit enhancement increases in relative terms for
the remaining notes.  However, losses allocated to the
subordinated tranches lessen this effect.

"We have observed delinquencies of more than 90 days, with
reported levels of between 0.27% and 0.59% since our previous
review in Dec. 2012.  Severe delinquencies currently comprise
0.27% of the pool balance.  Credit events total EUR1.84 million,
equaling 7.72% of the current pool balance, down from the 10.36%
peak in Q1 2014," S&P said.

"Since our previous review, cumulative net losses have further
increased and amount to approximately EUR10.4 million, or 2.3% of
the closing balance.  According to the latest investor report (for
the Aug. 2014 payment date), additional net losses have further
reduced the class E notes' balance to approximately EUR0.1 million
from EUR1.3 million in Dec. 2012.  We have observed regular net
loss allocations in this transaction since 2006.  However, the
amounts have decreased over the past two years, averaging at about
EUR146.000 per quarter since 2012.  Based on the current pace of
accumulation of net losses, we expect that even under our most
optimistic performance scenario, the class E notes' balance will
be reduced to zero before the transaction reaches legal final
maturity," S&P added.

Recovery rates have remained low at about 38%, due to a relatively
high amount of second-lien mortgages.

Taking into account realized losses and delinquencies to date, and
considering historical recovery rates in the portfolio, S&P has
assessed the likelihood of future losses for both the performing
and nonperforming parts of the collateral pool.

Since S&P's previous review, the available credit enhancement for
the class C notes provided by subordination has increased to 33.7%
from 13.4%.  S&P considers the available credit enhancement to be
commensurate with a 'AAA' rating level.  Therefore, S&P has raised
to 'AAA (sf)' from 'BBB (sf)' and removed from CreditWatch
positive its rating on the class C notes because of the increased
credit enhancement available to this class of notes due to
sequential repayment.

S&P has also lowered to 'CC (sf)' from 'CCC- (sf)' its rating on
the class D notes because it expects that net losses will be
allocated to this class of notes before the transaction reaches
legal final maturity.

Furthermore, S&P has affirmed its 'AAA (sf)' rating on the class B
notes, as it considers the available credit enhancement to be
commensurate with the currently assigned rating.  S&P has affirmed
its 'D (sf)' rating on the class E notes, as losses have been
constantly allocated to this tranche since May 2010.

Amortization has reduced the pool factor (the outstanding
collateral balance as a proportion of the original collateral
balance) to 6%.  S&P will continue to monitor the development of
credit events, arrears, and actual losses in the transaction.

PROVIDE-VR 2003-1 is a partially funded synthetic German
residential mortgage-backed securities (RMBS) transaction using
the Provide Platform provided by KfW (AAA/Stable/A-1+).

RATINGS LIST

PROVIDE-VR 2003-1 PLC
EUR75.75 mil floating-rate credit-linked notes
                       Rating
Class   Identifier     To         From
B       DE000A0AAZ29   AAA (sf)   AAA (sf)
C       DE000A0AAZ37   AAA (sf)   BBB (sf)/Watch Pos
D       DE000A0AAZ45   CC (sf)    CCC- (sf)
E       DE000A0AAZ52   D (sf)     D (sf)


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


DUTCH MORTGAGE VIII: Fitch Affirms 'BB+' Rating on Class B Notes
----------------------------------------------------------------
Fitch Ratings has affirmed eight tranches of four Dutch Mortgage
Portfolio Loans transactions, consisting of mortgages originated
and serviced by Achmea Bank N.V. (A-/Stable/F2).

KEY RATING DRIVERS

Deteriorating Asset Performance

Loans in late-stage arrears across the transactions have continued
to increase over the past one year.  As of the latest interest
payment date, three-months plus arrears ranged from 0.3% (DMPL XI)
to 0.9% (DMPL IX) of the current collateral balance compared with
0.1% (DMPL XI) and 0.5% (DMPL IX) 12 months earlier.
Nevertheless, the available credit enhancement is sufficient to
absorb the mild deterioration in asset performance.

Over the last 12 months, the volume of loans that have been
subject to foreclosure activities has increased among the four
transactions, albeit from low levels.  Fitch believes that the
increase can be explained by a gradually recovering Dutch housing
market, which makes foreclosures more economically viable.  The
cumulative repossessions currently range from 0.1% (DMPL XI) to
0.4% (DMPL IX).  The cumulative losses on foreclosed loans range
from 0.01% (DMPL XI) to 0.2% (DMPL IX).

Sufficient Credit Enhancement

The low level of losses observed, in addition to a guaranteed
gross excess spread of 0.35% per annum generated by swap
agreements, has meant the reserve funds in all four deals have
remained at their targets.  The affirmations and the Stable
Outlooks reflect the sufficient credit enhancement available.

Merger of Seller

At end-May 2014, the merger between Achmea Hypotheekbank N.V.
(AHB), Achmea Retail Bank N.V. (ARB) and Achmea Bank Holding NV
was completed.  The merged entity was named Achmea Bank NV.  As a
result, the four transactions are now exposed to deposit set-off
risk.  Fitch has sized for the deposit set-off risk in its
analysis and found the available credit enhancement sufficient to
absorb this risk.

RATING SENSITIVITIES

Deterioration in asset performance may result from macroeconomic
factors.  A corresponding increase in new foreclosures and the
associated pressure on excess spread, reserve fund and liquidity
facility beyond Fitch's assumptions could result in negative
rating action, particularly for the junior tranches.

The rating actions are:

Dutch Mortgage Portfolio Loans VIII
Class A1 (ISIN NL0009639277): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0009639285): affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN NL0009639293): affirmed at 'BB+sf'; Outlook Stable

Dutch Mortgage Portfolio Loans IX
Class A1 (ISIN NL0009821891): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0009821909): affirmed at 'AAAsf'; Outlook Stable

Dutch Mortgage Portfolio Loans X
Class A1 (ISIN NL0010200465): affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN NL0010200473): affirmed at 'AAAsf'; Outlook Stable

Dutch Mortgage Portfolio Loans XI
Class A (ISIN NL0010514154): affirmed at 'AAAsf'; Outlook Stable


PORTUGAL TELECOM: Fitch Affirms 'BB+' IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Portugal Telecom SGPS's (PT) Long-term
Issuer Default Rating (IDR) and Portugal Telecom International
Finance B.V.'s senior unsecured rating at 'BB+'.  The Outlook is
Stable.

Fitch has simultaneously withdrawn PT's IDR as it is no longer
considered by the agency as analytically meaningful following the
company's merger with Oi S.A. (BB+/Stable) in May 2014.

Portugal Telecom International Finance B.V.'s senior unsecured
rating is now linked with the rating of Oi S.A.  Following the
PT/Oi S.A. merger, debt issued by Portugal Telecom International
Finance B.V. is now guaranteed by Oi.

KEY RATING DRIVERS - Oi S.A.

Oi S.A., incorporating PT after the merger, has a weak financial
profile and is facing operational challenges in both Brazil and
Portugal.  Its mobile market share is the smallest among the four
major operators in Brazil.

Oi S.A.'s incumbent fixed-line position also faces strong
competitive pressures and has been gradually diluted by strong
competition, mainly from America Movil.  Fitch estimates pro forma
net debt / EBITDA at 30 June 2014 was 4.3x, which is considered
high for the rating level.

RATING SENSITIVITES - Oi S.A.

Fitch expects Oi S.A., following the merger with PT, to be able to
generate positive free cash flow and improve leverage from 2016
onwards.  A downgrade of the ratings could occur if net debt /
EBITDA remains above 4.0x over the medium- to long-term and in the
absence of meaningful improvement to key operating metrics.

While any positive rating action is unlikely at present, Fitch
would consider a positive rating action should the company's net
debt / EBITDA ratio improve to below 3.5x along with improvements
to key operating metrics on a sustained basis.


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


BBVA RMBS 14: S&P Assigns 'B-' Rating to Class B Notes
------------------------------------------------------
Standard & Poor's Ratings Services assigned credit ratings to BBVA
RMBS 14, Fondo de Titulizacion de Activos' class A and B notes.

Since S&P assigned preliminary ratings to this transaction, the
arranger has not made any material structural changes.

"We have based our ratings on our assessment of the portfolio's
credit quality, the underlying asset pool's cash flow
characteristics, the transaction's structural features, as well as
an analysis of the transaction's counterparty, legal and
operational risks.  We have also assessed the transaction's
exposure to sovereign risk.  Our ratings on the notes reflect our
analysis of Banco Bilbao Vizcaya Argentaria S.A. (BBVA), acting as
the servicer of the underlying assets under the transaction
documents.  In our opinion, BBVA has well-established origination
and servicing procedures," S&P said.

BBVA RMBS 14 is a securitization of a pool of approximately 10,263
first-lien Spanish residential mortgage loans, which BBVA
originated.  The pool comprises solely mortgage loans for the
acquisition of protected properties or Viviendas de Proteccion
Oficial (VPO).  A VPO loan is a Spanish mortgage loan granted as
part of a government sponsored program aimed at assisting lower-
income households.  The securitized loans in this transaction are
part of the "Plan Estatal de Vivienda 2005-2008" and "Plan de
Vivienda y Rehabilitacion 2009-2012" programs.  Approximately
39.6% of the borrowers benefit from available subsidies through
monthly payments from national and local authorities.  S&P
believes the profile of these programs' borrowers is weaker than
standard residential mortgage-backed securities (RMBS) borrowers,
due to their lower incomes.  S&P has considered these factors in
its analysis.

BBVA RMBS 14 issued two classes of residential mortgage-backed
floating-rate notes.  The transaction combines interest and
principal into a single priority of payments, with an interest
deferral trigger for the class B notes if cumulative defaults
reach 4% of the original collateral balance.  A fully funded
reserve, representing 5% of the notes' initial balance, provides
credit enhancement during the transaction's life.

The securitized portfolio is static, as the issuer does not
purchase new loans during the transaction's life.  The class A and
B notes amortize sequentially.

"In our credit analysis, we considered the borrowers' credit
characteristics.  We have calculated our default and recovery rate
expectations for the portfolio by determining our weighted-average
foreclosure frequency (WAFF) and weighted-average loss severity
(WALS) assumptions through applying our criteria for Spanish
RMBS," S&P noted.

"We have also considered our outlook on the Spanish economy and
real estate sector by projecting arrears in our default
calculations.  In our opinion, the outlook for the Spanish
residential mortgage and real estate market is not benign and we
have therefore increased our expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when we apply our RMBS criteria,
to reflect this view.  We base these assumptions on our
expectations of modest economic growth, continuing high
unemployment, and further falls in house prices for the remainder
of 2014, which will then level off in 2015," S&P added.

"We have assessed the transaction's documented structural features
by applying our Spanish RMBS criteria.  Our ratings reflect the
available credit enhancement (provided through the notes'
subordination features and the reserve fund available to the rated
notes), the notes' amortization features, and the class B notes'
interest deferral trigger based on the performance of the
securitized portfolio.  Our analysis indicates that the available
credit enhancement for the class A and B notes (14% and 5%,
respectively) is sufficient to mitigate their exposure to credit
and cash flow risks at 'A' and 'B-' rating levels, respectively,
under our RMBS criteria," S&P said.

Under S&P's updated criteria for rating single-jurisdiction
securitizations above the sovereign foreign currency rating (RAS
criteria), it applied a hypothetical sovereign default stress test
to determine whether a tranche has sufficient credit and
structural support to withstand a sovereign default and so pay
timely interest and repay principal by legal final maturity.

S&P's RAS criteria designate the country risk sensitivity for RMBS
as 'moderate'.  Under S&P's RAS criteria, transactions could be
rated up to four notches above the sovereign rating, if they have
sufficient credit enhancement to pass a minimum of a "severe"
stress.

As S&P's long-term rating on the Kingdom of Spain is 'BBB', S&P's
RAS criteria caps at 'A+ (sf)' the maximum potential ratings in
this transaction.

Under S&P's RAS criteria, the class A notes have sufficient credit
enhancement to withstand, in S&P's cash flow analysis, the severe
stress scenario up to 'A- (sf)', which is up to two notches above
the rating of the sovereign.  S&P's RAS criteria therefore caps at
'A- (sf)' its rating on the class A notes.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its rating on the class A notes
is 'A- (sf)', which is the lower of (i) the rating as capped by
S&P's RAS criteria and (ii) the rating that the class of notes can
attain under its RMBS criteria.

S&P's rating on the class B notes is not constrained by the rating
on the sovereign.  Based on S&P's credit and cash flow analysis,
it has assigned a 'B- (sf)' rating to the class B notes.

There is no interest hedge mechanism in the transaction.
Therefore, S&P has stressed the basis risk between the assets and
the liabilities.  Consequently, S&P has also made assumptions for
margin compression in its cash flow analysis.

S&P has not stressed commingling risk as a loss in this
transaction because the transaction documents establish that, if
S&P lowers its ratings on the servicer below a defined trigger,
certain remedies would be taken, which are in line with S&P's
current counterparty criteria.

The transaction is exposed to counterparty risk through BBVA as
bank account provider, paying agent, and servicer.  Under S&P's
current counterparty criteria, the exposure to BBVA as bank
account provider is classified as "bank account (limited)."  Under
these criteria, the transaction's documented rating requirements
for BBVA under its different roles and its replacement mechanisms
adequately mitigate its exposure to counterparty risk at the 'A-
(sf)' rating level.

Legal risk is mitigated in this transaction.  S&P considers the
issuer to be a bankruptcy-remote entity, in line with S&P's
European legal criteria, and the assets were transferred to the
issuer by a true-sale at closing.

RATINGS LIST

BBVA RMBS 14, Fondo de Titulizacion de Activos
EUR700 Million Residential Mortgage-Backed Floating-Rate Notes

Class            Rating          Amount
                               (mil. EUR)

A                A- (sf)         637.00
B                B- (sf)          63.00


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


NEWDAY PARTNERSHIP: Fitch Rates Series 2014-2 F Notes 'B(EXP)'
--------------------------------------------------------------
Fitch Ratings has assigned NewDay Partnership Funding's notes
expected ratings as:

Series 2014-1 A: 'AAA(EXP)sf'; Outlook Stable
Series 2014-1 B: 'AA(EXP)sf'; Outlook Stable
Series 2014-1 C: 'A-(EXP)sf'; Outlook Stable
Series 2014-1 D: 'BBB(EXP)sf'; Outlook Stable
Series 2014-1 E: 'BB(EXP)sf'; Outlook Stable
Series 2014-1 F: 'B(EXP)sf'; Outlook Stable
Series 2014-2 A: 'AAA(EXP)sf'; Outlook Stable
Series 2014-2 B: 'AA(EXP)sf'; Outlook Stable
Series 2014-2 C: 'A-(EXP)sf'; Outlook Stable
Series 2014-2 D: 'BBB(EXP)sf'; Outlook Stable
Series 2014-2 E: 'BB(EXP)sf'; Outlook Stable
Series 2014-2 F: 'B(EXP)sf'; Outlook Stable
Series 2014-VFN: 'BBB(EXP)sf; Outlook Stable
Originator VFN: not rated

The final ratings are contingent on the receipt of final
documentation conforming to information already reviewed,
including the issue amounts.

The transaction is a securitization of UK credit card, store card
and installment loan receivables originated by NewDay Ltd.  The
receivables arise under a number of retail agreements, but active
origination currently takes place mostly for co-branded credit
cards under agreements with House of Fraser, Debenhams, Laura
Ashley and the Arcadia Group.

NewDay acquired the portfolio and the related servicing platform
in 2013 from Santander UK plc.

KEY RATING DRIVERS

Strong Asset Performance

The charge-off, delinquency and payment rate performance of the
combined pool has historically been in line with prime UK credit
cards.  There are notable differences between the three main
product groups, and one-time effects from legacy retailer
agreements make forming single steady-state assumptions
challenging.  Furthermore, active origination is only taking place
under four retailer agreements at present, making the key
performance indicators for the whole pool subject to run-out
effects of various closed books.

Fitch defined a charge-off steady state assumption of 8%, while
the monthly payment rate (MPR) steady state is set at 19%.

Shift in Portfolio Composition

Fitch believes that in the near term the originations under the
four currently active retailer agreements (Debenhams, House of
Fraser, Arcadia and Laura Ashley -- the open book) will come to
dominate trust performance.  Over the life of the transaction,
Fitch expects receivables originated under new retailer agreements
will also be added to the trust.  Adding receivables linked to a
new retailer will be subject to rating confirmation.

In Fitch's opinion, the customer demographic that is
characteristic of a given retailer will be the key performance
driver of the related receivables.  While clearly outlined and
implemented credit guidelines combined with a state of the art
scoring model minimize this risk, in our view it cannot be
entirely mitigated.  Furthermore, fully leveling the performance
between retailers is unlikely to be in the commercial interest of
the originator.  Therefore Fitch derived its steady state
assumptions on the basis of a changing retailer mix.

Variable Funding Notes (VFN)

Apart from a senior VFN providing the funding flexibility that is
typical and necessary for credit card trusts, the structure will
also employ a separate originator VFN.  It will be purchased and
held by NewDay Partnership Transferor Plc and will serve three
main purposes: to provide credit enhancement to the rated notes,
to add protection against dilution to a separate transferor
interest and to serve the minimum retention requirements.

Unrated Originator and Servicer

The NewDay Group will perform a number of roles through its
various entities, most prominently as originator and servicer, but
also as cash manager to the securitization.  In most other UK
trusts these roles are fulfilled by large institutions with strong
credit profiles.  The degree of reliance in this transaction is
mitigated by the transferability of operations, agreements with
established card service providers, a back-up cash management
agreement and a non-amortizing liquidity reserve for each series.

Retail Partners Drive Risk

In addition to a changing portfolio composition, there is also the
risk of retailer concentration.  Independently of cardholders'
credit characteristics, card utility and as a result receivables
performance is substantially linked to the perceived
attractiveness of continued use of the card.  This applies to an
even larger degree to storecards than to credit cards.  In setting
its assumptions, Fitch considered this potentially higher stress
on the portfolio.

Steady Asset Outlook

The performance of credit card trusts continued to improve
throughout 2Q14, with charge-off and delinquency improving, while
payment rates and yield rates remained stable over the same
period.  Fitch expects the indices to remain stable in the near
term and maintains its stable outlook for UK credit card debt.

RATING SENSITIVITIES

Rating sensitivity to increased charge-off rate

Increase base case by 25% / 50% / 75%
Series 2014-1 A: 'AA+(EXP)sf' / 'AA(EXP)sf' / 'AA-(EXP)sf'
Series 2014-1 B: 'AA-(EXP)sf' / 'A (EXP)sf' / 'BBB+(EXP)sf'
Series 2014-1 C: 'A-(EXP)sf' / 'BBB (EXP)sf' / 'BB+(EXP)sf'
Series 2014-1 D: 'BBB-(EXP)sf' / 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-1 E: 'BB-(EXP)sf' / 'B (EXP)sf' / 'B-(EXP)sf'
Series 2014-1 F: 'B-(EXP)sf' / 'CCC (EXP)sf' / 'C (EXP)sf'
Series 2014-2 A: 'AA+(EXP)sf' / 'AA(EXP)sf' / 'AA-(EXP)sf'
Series 2014-2 B: 'AA-(EXP)sf' / 'A (EXP)sf' / 'BBB+(EXP)sf'
Series 2014-2 C: 'A-(EXP)sf' / 'BBB (EXP)sf' / 'BB+(EXP)sf'
Series 2014-2 D: 'BBB-(EXP)sf' / 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-2 E: 'BB-(EXP)sf' / 'B (EXP)sf' / 'B-(EXP)sf'
Series 2014-2 F: 'B-(EXP)sf' / 'CCC (EXP)sf' / 'C (EXP)sf'

Rating sensitivity to reduced MPR

Reduce base case by 15% / 25% / 35%
Series 2014-1 A: 'AA+(EXP)sf' / 'AA(EXP)sf' / 'AA-(EXP)sf'
Series 2014-1 B: 'A+(EXP)sf' / 'A(EXP)sf' / 'A-(EXP)sf'
Series 2014-1 C: 'BBB+(EXP)sf' / 'BBB(EXP)sf' / 'BBB-(EXP)sf'
Series 2014-1 D: 'BBB-(EXP)sf' / 'BB+(EXP)sf' / 'BB(EXP)sf'
Series 2014-1 E: 'BB(EXP)sf' / 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-1 F: 'B(EXP)sf' / 'B(EXP)sf' / 'B-(EXP)sf'
Series 2014-2 A: 'AA+(EXP)sf' / 'AA(EXP)sf' / 'AA-(EXP)sf'
Series 2014-2 B: 'A+(EXP)sf' / 'A(EXP)sf' / 'A-(EXP)sf'
Series 2014-2 C: 'BBB+(EXP)sf' / 'BBB(EXP)sf' / 'BBB-(EXP)sf'
Series 2014-2 D: 'BBB-(EXP)sf' / 'BB+(EXP)sf' / 'BB(EXP)sf'
Series 2014-2 E: 'BB(EXP)sf' / 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-2 F: 'B(EXP)sf' / 'B(EXP)sf' / 'B-(EXP)sf'
Rating sensitivity to reduced purchase rate (ie aggregate new
purchases divided by aggregate principal repayments in a given
month)

Reduce base case by 50% / 75%
Series 2014-1 A: 'AAA(EXP)sf' / 'AAA(EXP)sf'
Series 2014-1 B: 'AA-(EXP)sf' / 'A+(EXP)sf'
Series 2014-1 C: 'A-(EXP)sf' / 'BBB+(EXP)sf'
Series 2014-1 D: 'BB+(EXP)sf' / 'BB+(EXP)sf'
Series 2014-1 E: 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-1 F: 'B(EXP)sf' / 'CCC(EXP)sf'
Series 2014-2 A: 'AAA(EXP)sf' / 'AAA(EXP)sf'
Series 2014-2 B: 'AA-(EXP)sf' / 'A+(EXP)sf'
Series 2014-2 C: 'A-(EXP)sf' / 'BBB+(EXP)sf'
Series 2014-2 D: 'BB+(EXP)sf' / 'BB+(EXP)sf'
Series 2014-2 E: 'BB-(EXP)sf' / 'B+(EXP)sf'
Series 2014-2 F: ''B(EXP)sf' / 'CCC(EXP)sf'


                            *********

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

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

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


                            *********


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

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

Copyright 2014.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *