TCREUR_Public/150130.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Friday, January 30, 2015, Vol. 16, No. 021

                            Headlines

B E L A R U S

BELARUS: May Seek Debt Restructuring This Year, President Says


C Y P R U S

RGS ASSETS: S&P Affirms, Then Withdraws 'CCC+' ICR


C Z E C H   R E P U B L I C

VIKTORIAGRUPPE AG: Diesel Reserves Don't Belong to Czech


F R A N C E

ALBEA BEAUTY: S&P Lowers Corp Credit Rating to B; Outlook Stable
CERBA EUROPEAN: S&P Affirms 'B+' Corp Credit Rating
CERBERUS NIGHTINGALE: Moody's Rates on EUR145MM Notes '(P)Caa1'
NUMERICABLE-SFR SA: Moody's Assigns Ba3 Corporate Family Rating


G R E E C E

GREECE: S&P Puts 'B/B' Sovereign Rating on CreditWatch Negative


I R E L A N D

EUROPE FUNDING I: Moody's Lowers Rating on Class A Notes to Caa3
MID WALES: John Mooney Buys Firm's Assets; Jobs Saved
SILENUS LIMITED: Moody's Reviews Ca Rating on D Notes for Upgrade


I T A L Y

FINMECCANICA SPA: Plan Improves Financial Profile, Fitch Says
TAURUS CMBS 2: Fitch Lowers Rating on Class G Notes to 'Dsf'


N E T H E R L A N D S

QUEEN STREET I: Moody's Affirms 'Ba3' Rating on Class E Notes


R U S S I A

BANK TAVRICHESKY: S&P Cuts Counterparty Credit Ratings to 'CC'
RENAISSANCE FINANCIAL: Moody's Withdraws 'B3' Issuer Rating
SOGLASIE INSURANCE: S&P Assigns 'BB-' IFS Rating; Outlook Stable


S P A I N

IM GRUPO I: S&P Affirms 'D' Rating on Class E Notes
IM GRUPO II: S&P Affirms 'D' Rating on Class E Notes


S W E D E N

PA RESOURCES: Approves the Balance Sheet for Liquidation Purposes


U K R A I N E

UKOOPSPILKA JSB: Declared Insolvent by National Bank of Ukraine


U N I T E D   K I N G D O M

ALPARI UK: Administrator Posts FAQs for Clients and Creditors
ANDREWS FASTENERS: Deal Safeguards Firm's Future
CITY LINK: Owner Regrets Collapse of Business
EMBASSY WINE: Wound Up For Delivering Empty Promises
HEREFORD UNITED: Mitzi Mace Investigates Liquidation

MACLAY GROUP: East Port Bar Not Under Threat Amid Administration
MAMAS & PAPAS: To Close Some Stores; 15 Jobs Affected
TESCO PLC: To Close Unprofitable Shops; 2,000 Jobs at Risk
TYCOON MEDIA: High Court Winds Up Firm Over False Claims
VIRGIN MEDIA: UPC Ireland Buyout No Rating Impact, Fitch Says

VIRIDIAN GROUP: Fitch Puts 'BB-' IDR on CreditWatch Negative
VIRIDIAN GROUP: Moody's Assigns (P)B2 Rating to EUR600MM Notes


X X X X X X X X

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings


                            *********


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


BELARUS: May Seek Debt Restructuring This Year, President Says
--------------------------------------------------------------
Aliaksandr Kudrytski at Bloomberg News reports that Belarus
President Alexandr Lukashenko said the country may seek to
restructure its debts this year and can lean on Russia for
financial assistance if it needs to, triggering the biggest-ever
sell-off in the country's bonds.

While Belarus doesn't want to borrow more, it has "firm
agreements" with Russia's leaders, including President Vladimir
Putin, for aid of as much as $500 million "if the situation is
very difficult," Bloomberg quotes Mr. Lukashenko as saying at an
annual news conference on Jan. 29 in the capital, Minsk.

The president said Belarus is facing more than US$4 billion of
debt payments in 2015, Bloomberg relates.

Contagion from Russia's worst currency crisis since 1998 has
infected the ex-Soviet region, Bloomberg states.  Belarus has
resorted to borrowing costs of 25 percent, currency devaluation
and dismantling capital controls less than a month after their
introduction failed to arrest the ruble's decline, Bloomberg
relays.  Foreign creditors include Russia and the International
Monetary Fund, Bloomberg notes.



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C Y P R U S
===========


RGS ASSETS: S&P Affirms, Then Withdraws 'CCC+' ICR
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' issuer
credit rating on Cyprus-based RGS Assets Ltd., owner of Russian
insurer Rosgosstrakh OAO.  The ratings were subsequently
withdrawn at the issuer's request.  The outlook was stable at the
time of withdrawal.

S&P's affirmation of the rating on RGS Assets reflects the
underlying credit quality of its assets, which are limited to
Rosgosstrakh, and its structural subordination as a holding
company.  At time of the withdrawal, the rating on RGS Assets
stood four notches below that on the operating entity, rather
than the standard two notches under our criteria.  This reflected
significant liability risks at the group's financial sponsor, RGS
Holdings.  S&P's analysis of RGS Assets consolidates the material
debt at RGS Holdings, given its role and profile within the
group, the absence of subordination between the two unregulated
holding entities, and that there is no mechanism to stop capital
flow between them.



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


VIKTORIAGRUPPE AG: Diesel Reserves Don't Belong to Czech
--------------------------------------------------------
CTK reports that the insolvency administrator of Viktoriagruppe
AG in a preliminary decision has not acknowledged that diesel oil
deposited in the group's German storage facility belongs to the
CzechRepublic, Administration of State Material Reserves (SSHR)
chairman Pavel Svagr told journalists on Jan. 23.

Mr. Svagr disagrees with the decision, the report says.
According to the report, Mr. Svagr said the SSHR was sending to
the administrator in December tens of documents proving that the
diesel oil belongs to the Czech Republic.

The diesel oil deposited by the SSHR in Viktoriagruppe's storage
facility is worth several hundreds of millions of crowns, the
report notes.

The SSHR wants to challenge the insolvency administrator's
arguments, says CTK.

"We have invoices on the diesel oil's purchase and invoices that
we paid for its appraisal. Storing of the diesel oil in Germany
is also guaranteed in an international agreement signed with the
German government in 2004," the report quotes Mr. Svagr as
saying.

"Even German customs officers say during controls in Krailling
that these are reserves of the Czech Republic."

CTK notes that the insolvency administrator argues, for example,
that in 2010 during the Czech diesel oil's transport to Germany,
Czech diesel oil was mixed with Viktoriagruppe's diesel oil. He
also claims that the contractual relations between the SSHR and
the company are not in harmony with German legal norms, the
report relays.

"This is exactly the development that I have feared -- an attempt
to include (our) state assets in (Viktoriagruppe's) bankruptcy
assets. This would be really dangerous because the state might
thus lose these assets," CTK quotes Industry and Trade Minister
Jan Mladek as saying.

Having state material reserves stored abroad, and in addition by
a very suspicious company, should never have happened, Mr. Mladek
said adding that the National Security Council should deal with
the situation again, CTK relates.

According to CTK, Mr. Svagr said he had a lot of reservations to
the annex to the contract on the storing of specific reserves
from 2010 that allowed storing of diesel oil reserves abroad.

"For example, it does not say at all how the diesel oil will be
transported to the Czech Republic, not even in a crisis
situation, which I think is unbelievable. In any case, I disagree
that the diesel oil does not belong to the Czech Republic," Mr.
Svagr, as cited by CTK, added.

Viktoriagruppe filed an insolvency proposal for itself in Germany
in the middle of December, the report discloses. The SSHR
announced its plan to move the diesel oil from its storage tanks
elsewhere already earlier, when it became evident that the German
firm had accounts blocked due to unpaid taxes, according to the
report.

The Czech state therefore removed its diesel oil from
Viktoriagruppe's Czech stores already in November and deposited
it in storage tanks of state-owned company Cepro, CTK says.

CTK notes that the situation concerning its diesel oil reserves
in German Krailling is more complicated. The emergency reserves
are still in Bavaria and the Czech Republic has not yet agreed on
their moving with Germany.

The Czech state has diesel oil reserves for some 95 days and the
mandatory period of time are 90 days. Viktoriagruppe was storing
reserves sufficient for 2.5 days and reserves for some two days
should currently be in Germany, adds CTK.



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F R A N C E
===========


ALBEA BEAUTY: S&P Lowers Corp Credit Rating to B; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'B' from
'B+' its long-term corporate credit rating on France-based
cosmetics and personal care packaging manufacturer Albea Beauty
Holdings S.A.  The outlook is stable.

In addition, S&P assigned its 'B' issue rating and recovery
rating of '4' to the proposed EUR45 million additional senior
secured notes due 2019.  S&P also lowered to 'B' from 'B+' its
issue rating on Albea's EUR200 million senior secured notes due
2019 and $385 million senior secured notes due 2019.  The
recovery rating on these notes remains unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The downgrade reflects S&P's expectation that Albea is unlikely
to start generating free cash flow by 2016, given higher working
capital needs and management's higher risk tolerance to securing
new contract wins and market share at the expense of free cash
flow generation, both in the context of a weakening operating
environment.  S&P now anticipates that improvement of credit
metrics toward the better end of S&P's "highly leveraged"
category might take longer than it initially forecasts.  In this
context, S&P no longer considers Albea to be better positioned
than its peers in that category and S&P is therefore revising its
assessment of the group's comparable ratings analysis to
"neutral."

Furthermore, the group has proposed a EUR45 million tap on its
existing senior secured notes due 2019.  While this transaction
is not, per se, a significant releveraging of the group's balance
sheet, S&P considers that the allocation of proceeds is
indicative of higher-than-anticipated cash burns over the next
12-18 months. S&P anticipates that the group's debt, including
our adjustments, will exceed US$900 million after the
transaction, leading to adjusted debt to EBITDA of approximately
6x as of Dec. 31, 2015. S&P's debt calculation includes
adjustments of US$28 million for operating leases, US$47 million
for pensions, and an aggregate $65 million for debt issuance
costs and certified preferred equity certificates/preferred
equity certificates that S&P treats as debt under its criteria.

"We acknowledge the group's efforts to integrate Rexam Personal
Care, as reflected through the footprint optimization of its
French and Italian operations, containment of implementation
costs at US$110 million from management's initial target of
US$125 million, and the group's commercial efforts to attract the
better-margin small and midsize client base.  This translated
into Standard & Poor's-adjusted EBITDA margin progressively
improving to nearly 9%.  Still, we think that a number of
downside risks have arisen, threatening the group's ability to
start generating free cash flow by 2016.  The group's cash flow
generation is likely to suffer from persistent pressure from
clients to extend payment terms, a buildup of inventories
stemming from project deferrals, adverse foreign currency
movements given the strengthening of the U.S. dollar, and
difficulties in passing on to customers high inflation in some
emerging markets.  Further headwinds stem from the delays
encountered on the Chinese operations whose full contribution is
unlikely before 2016. In addition, the operating environment in
Europe, which represents about 50% of Albea's revenues, will
remain subdued during 2015, in our view," S&P said.

"We continue to assess Albea's business risk profile as "fair."
Following the acquisition of Rexam's personal care division, the
combined group has become the global leader in the niche beauty
and cosmetics packaging market, with an enhanced product
portfolio and stronger market positions, especially in higher-
growth emerging markets.  The group benefits from long-standing
relationships with blue chip customers such as L'Oreal and Estee
Lauder," S&P noted.

These strengths are somewhat offset by S&P's view of the still
sluggish economic prospects in key European markets, some
slowdown in China, and increasing labor costs in high-growth
markets.  In S&P's view, the group is exposed to cyclical end
markets where spending is somewhat discretionary.  Further
constraining the rating is the group's below-average EBITDA
margin for the industry.

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

   -- Revenue growth of 0-2%, given a noticeable slowdown in some
      emerging markets, persistent uncertainties in Western
      Europe, and adverse foreign currency movements;

   -- Progressively improving EBITDA margins;

   -- Capital expenditures likely to represent 6.0%-7.5% of
      revenues for a longer period than S&P anticipated.  Given
      the group's willingness to incur capital expenditures to
      capture new markets, capital expenditures are likely to
      exceed $100 million per year in the near term; and

   -- No material acquisitions or shareholder returns, as S&P
      considers that the group will focus on its cash flow
      generation.

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

   -- Funds from operations (FFO) to debt of 7%-8% by Dec. 31,
      2015; and

   -- Total debt to EBITDA of approximately 6x by Dec. 31, 2015,
      with a slow deleveraging pace thereafter.

The stable outlook reflects S&P's view that Albea's EBITDA margin
will progressively improve, converging toward 10%, as costs tied
to Rexam's integration diminish.  However, given the greater-
than-anticipated working capital consumption and capital
expenditures, S&P thinks the group is unlikely to turn free-cash-
flow positive over the next 12-18 months.  In S&P's base case, it
assumes total debt to EBITDA of approximately 6x, FFO to debt
sustainably below 12%, and cash interest coverage in excess of
2x.

Given the market challenges and business transition on the
operating side, together with S&P's expectation of limited
deleveraging, ratings upside is remote, in S&P's view.  That
said, it could come from Albea's ability to deliver EBITDA ahead
of S&P's expectations, leading to a break even free cash flow
position earlier than anticipated.  Credit metrics converging
toward the "aggressive" category with total debt to EBITDA of
less than 5x and FFO to debt in excess of 12% could trigger a
positive rating action.

S&P could consider a negative rating action if Albea's liquidity
becomes tighter than S&P currently anticipates, leading S&P to
revise its assessment to "weak."  This could result from further
integration cost overruns, further pressure on working capital,
or a lack of anticipated synergies with Rexam.  A substantial
return to shareholders or a weakening of credit metrics could
also trigger a negative rating action.


CERBA EUROPEAN: S&P Affirms 'B+' Corp Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on France-based clinical laboratory
operator Cerba European Lab SAS (Cerba).  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue rating on Cerba's
EUR530 million senior secured notes, including the proposed
increase of EUR85 million, due 2020.  The recovery rating on the
notes is '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of a payment default.

At the same time, S&P assigned its preliminary 'B+' long-term
corporate credit rating to Cerberus Nightingale 1 Sarl
(Cerberus). The outlook is stable.

S&P also assigned a preliminary 'B-' issue rating to Cerberus'
proposed EUR145 million of subordinated notes.  The recovery
rating of '6' indicates S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

The final ratings on Cerberus and notes issued by this entity
will be subject to the successful closing of the proposed
issuance and depend on S&P's review of all final transaction
documentation. Accordingly, the preliminary ratings should not be
construed as evidence of final ratings.  If the final debt
amounts and the terms of the final documentation depart from the
materials S&P has already reviewed, or if S&P do not receive the
final documentation within what it considers to be a reasonable
time frame, S&P reserves the right to withdraw or revise its
ratings.

The ratings on Cerba and Cerberus (collectively referred to as
the group) reflect S&P's view that the group's announced
acquisition of French laboratory operator Novescia supports S&P's
assessment of the group's business risk profile as "fair" and its
financial risk profile as "highly leveraged." From these
assessments, S&P derives its anchor of 'b'.

S&P adjusts the anchor upward by one notch to arrive at the
corporate credit rating of 'B+' to account for S&P's positive
view of the group under its comparable rating analysis, whereby
S&P reviews an issuer's credit characteristics in aggregate.

S&P's positive comparable rating analysis primarily reflects the
group's track record of successfully integrating newly acquired
companies, while realizing planned synergies and gradually
improving the group's EBITDA margin.  The latter S&P views as
being at the higher end of the average range for the health care
service providers.  It is also supported by S&P's calculation of
funds from operations (FFO) to cash interest comfortably in
excess of 2x.

Although the group's plan to finance the acquisition via new debt
will lead to deterioration in debt protection metrics,
specifically FFO to cash interest coverage, they will remain
within levels that S&P considers to be in line with the 'B+'
rating.

S&P views positively the increased size of the combined entity
(post-merger, which should be completed in March 2015) and
believe that the merger will cement the group's position as a
consolidator and one of the leading laboratory operators in
Europe.  The larger scale should enable the group to achieve
better cost savings, for example from procurement, and help
negotiations with payers.

The combined entity will also benefit from increased
diversification as Novescia brings access to emergency laboratory
testing. Although Novescia's margin is somewhat lower than the
group's, S&P estimates that the group will realize the planned
synergies, based on its track record, and as such maintain S&P's
forecast of the group's adjusted EBITDA margin of about 20%-23%.

S&P assess the industry in which the group operates to be of
intermediate risk, reflecting long-term sustainable growth at a
low single-digit rate, due to increasing volume that is partially
offset by negative pricing.  The health care segment of most
European countries is subject to strict regulation with
increasing pricing pressures.  As the clinical laboratory market
is not materially different in this respect, the group is likely
to be confronted with the task of adapting its cost structures to
lower reimbursement rates.

S&P views positively the group's position as a leading operator
of clinical laboratory testing services in France, Belgium, and
Luxembourg, which S&P considers to be low risk.

S&P views the group's revenue diversification and its growing
size as an advantage in the fragmented, highly regulated, and
price-competitive environment.  This enables the company to
exploit cost advantages through common procurement and overhead
optimization. These benefits are reflected in comparatively high
operating margins.  S&P estimates that the group's EBITDA margins
will remain in the low- to mid-twenties, which compares favorably
with the margins of the company's larger international peers.

The group's business risk profile is further supported by what
S&P views as favorable underlying trends and the characteristics
of the clinical laboratory services industry.  Chief among these
characteristics is the atomistic supply-and-demand structure,
involving a multitude of individual orders and transactions with
no dependence on one large customer or contracts.  As customers
are mainly individual patients undergoing diagnostic tests,
payment risk is virtually nonexistent since most bills are
settled by public and private health insurance or hospitals.  In
addition, factors such as aging populations, increasingly
unhealthy lifestyles that are accompanied by prevalent diseases
such as diabetes and cancer, and the increasing demand for
precise diagnostics and early detection will in our view continue
to drive volumes.

In S&P's opinion, these strengths are partially offset by Cerba's
still-relatively-modest although improving size, with expected
yearly revenues of about EUR550 million in 2015 after the
integration of Novescia.  This compares with the value of the
French clinical laboratories diagnostic services market of about
EUR7.3 billion.

Furthermore, as European governments seek to meet budgetary
constraints, the clinical laboratory segment is becoming subject
to stricter regulation and increasing pricing pressure.  As such,
the group will continue to be confronted with the challenge of
adapting its cost structures to the more regulated and
subsequently more expensive operating environment, and to lower
prices.  While a consolidator such as the group is, in S&P's
view, in a better position to absorb pricing pressure than
smaller laboratories, increasing exposure to regulatory actions
is highly likely.

Apart from price regulation, S&P believes a further challenge
could come from limits on reimbursement for diagnostic tests.
This could mean greater out-of-pocket contributions from patients
and consequently lower demand for standard tests.

S&P forecasts that the laboratory industry in France will
continue to consolidate in the coming years and that Cerba will
play an active role in the process.  The Novescia acquisition
comes in line with S&P's previous estimates of EUR200 million-
EUR300 million of discretionary spending on acquisitions.  Given
the significant size of the latest transaction, S&P estimates
further spending on acquisitions to be limited to EUR80 million
per year.

Cerba is tapping the bond market to raise EUR230 million of
notes, adding to the EUR445 million of notes raised in 2013 and
2014, to finance its mergers and acquisition strategy.  S&P
estimates that Cerba's Standard & Poor's-adjusted debt-to-EBITDA
ratio will be about 6x over the next three years, commensurate
with S&P's "highly leveraged" financial risk profile assessment.
S&P's adjusted debt is lower than previous figures because it
understands that about EUR441 million of preference shares were
converted to equity.  S&P do not deduct cash from its leverage
calculation, as this has not been ring-fenced for debt repayment
and could be used for other purposes, such as acquisitions.

Due to Cerba's long-dated debt maturity profile and acquisitive
strategy, any future improvement in leverage is likely to result
from higher profitability rather than from any reduction in debt.

Assuming that Cerba's acquisitions are profit-accreting from the
start, S&P estimates that the company should be able to maintain
an average adjusted FFO cash interest coverage of above 2x over
the next three years (averaging about 2.3x), which S&P views as
supportive of the rating.  S&P estimates that Cerba will achieve
adjusted EBITDA of about EUR145 million by 2016, supported by
positive free operating cash flow (FOCF).

S&P's base-case estimates for Cerba assume:

   -- GDP growth of 0.8% in 2015 and 2016 in France and 0.8% in
      Belgium.

   -- A limited correlation between these rates and Cerba's
      revenue growth.  This is because the company's revenue
      performance is driven by tariffs set by the state and
      insurers, and S&P uses GDP as an indication of the state's
      willingness to pay for health care.

   -- No significant price cuts in France or Belgium but some in
      Luxembourg.  S&P forecasts continued strong double-digit
      sales growth in 2015 and 2016, owing to management's
      planned pace of acquisitions.  Without external growth, S&P
      believes that underlying revenue growth will be in the
      0%-2% range as any volume increase is likely to be offset
      by price reduction.  S&P believes that operating margins
      will remain stable, assuming a swift integration of
      acquired companies.

   -- Continuing efficiency improvements.  The centralization of
      Cerba's laboratories drives margin stability, which S&P
      estimates will remain about 23%.

   -- An annual maintenance capital expenditure of EUR15 million.

   -- Acquisition spending of EUR315 million in 2015, which
      includes the acquisition of Novescia, and EUR80 million per
      year thereafter.

   -- Only small dividends of about EUR3 million per year to
      minority shareholders.

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

   -- An adjusted debt-to-EBITDA ratio of about 6x on average.
      Adjusted FFO cash interest coverage of about 2.3x on
      average over the next three years.

The stable outlook reflects S&P's view that over the next 12-18
months, the group's market position, increasing scale, and
operating model should enable it to successfully integrate newly
acquired businesses.  At the same time, the group should be able
to sustain positive underlying revenue growth of at least low-
single digits, its profitability, and its positive cash flow
generation, despite reimbursement tariff pressure.

S&P views adjusted FFO cash interest coverage exceeding 2x at all
times, as is commensurate with the 'B+' rating.

S&P could take a negative rating action if the group's adjusted
FFO cash interest coverage drops to less than 2x.  This would
most likely occur if operating margins deteriorate due to the
group's inability to profitably integrate newly acquired
operations or if the company undertakes sizable debt-financed
acquisition before it fully integrates Novescia.

A positive rating movement is unlikely over the next 12-18
months, as S&P projects debt to EBITDA to remain above 5x and as
such in the "highly leveraged" category.  This assumption
reflects that the company is operating in a consolidating
industry and is likely to use available cash for acquisitions.
However, S&P would likely take a positive rating action if the
company sustains adjusted debt to EBITDA of less than 5x.  In
view of the amount of deleveraging required to achieve this, S&P
considers it would most likely occur because of a change in
financial policy.


CERBERUS NIGHTINGALE: Moody's Rates on EUR145MM Notes '(P)Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Caa1 rating
to the proposed EUR145 million senior notes offering to be issued
by Cerberus Nightingale 1. The outlook is negative.

"Upon the successful closing of the transaction, Moody's expects
to move the CFR from Cerba European Lab S.A.S. ("Cerba") to
Cerberus Nightingale 1 reflecting Moody's view that all of
Cerba's group debt including the new senior notes should be
considered in the consolidated metrics", said Knut Slatten,
Moody's Assistant Vice President and Lead Analyst for Cerba.

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

RATINGS RATIONALE

On January 16, 2015, Cerba announced it was to acquire Novescia
for an enterprise value of approximately EUR275 million. The
management of Cerba expects Novescia to contribute around EUR35
million of EBITDA inclusive estimated cost-synergies resulting in
a purchase multiple of around 7.9x pro-forma for the synergies.
Moody's understands the acquisition will be financed by a
combination of (1) EUR85 million tap offering of Cerba's senior
secured notes (2) EUR145 million issuance of senior notes issued
by Cerberus Nightingale 1 -- outside of the current restricted
bond group (3) cash on hand. In addition, around EUR40 million of
existing financial debt at Novescia will be rolled over.

The (P)Caa1 rating assigned to the senior notes reflects their
subordination to other debt instruments including the senior
secured notes and the company's revolving credit facility (RCF).
Moody's understands the notes will be benefiting from a similar
guarantor package -- on a subordinated basis -- as the secured
notes.

Liquidity profile

Moody's anticipates that Cerba's liquidity profile will remain
adequate over the next 12-18 months. As part of the transaction,
Cerba will increase its RCF to EUR80 million which should provide
the company with an additional liquidity buffer.

Outlook

The negative outlook reflects Cerba's increased leverage and
deteriorating credit metrics following the acquisition of
Novescia. As the acquisition will be fully debt-funded, Moody's
expects Cerbas credit-metrics to weaken and the rating agency
expects the company's leverage -- defined as Moody's adjusted
debt/ EBITDA -- to remain above 6x until 2016.

What could change the rating DOWN/UP

Downward pressure on the ratings could develop should Cerba not
succeed in bringing down its leverage below 6x over the next 18-
24 months. Following two consecutive years in which Cerba has
undertaken debt-funded acquisitions largely exceeding its free
cash flows, downward pressure could also develop should Cerba
embark on additional debt-funded acquisitions before improving
its debt-protection metrics until levels expected for the rating-
category.

Given the negative outlook on the ratings, any upward pressure on
the ratings is unlikely to materialize over the next 18-24
months. The ratings could be stabilized should Cerba successfully
improve its EBITDA on the back of envisaged synergies and reduced
costs of more exceptional character (ie restructuring costs and
acquisition related costs) so that the company's leverage shows a
clear trajectory towards a leverage below 6x by 2016.

The principal methodology used in this rating was Business and
Consumer Service Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Cerba is a France-based operator of clinical pathology
laboratories in Europe. In 2013, Cerba generated pro net sales of
EUR352 million and an adjusted EBITDA of EUR80 million.


NUMERICABLE-SFR SA: Moody's Assigns Ba3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 Corporate Family
Rating (CFR) and a Ba3-PD Probability of Default Rating (PDR) to
Numericable-SFR S.A. ("Numericable-SFR" or "the company",
previously known as Numericable Group S.A.). Moody's also
assigned definitive Ba3 ratings to the company's rated senior
secured notes and senior secured bank debt. The rating outlook is
stable.

Concurrently Moody's has withdrawn the B1 Corporate Family Rating
and B2-PD Probability of Default Rating of Ypso Holding S.a.r.l.

The rating actions follow the completion of Numericable-SFR's
acquisition of SFR S.A. ("SFR"), France's largest alternative
communications provider in late 2014 and the conclusion of
Moody's review of ratings for Altice S.A. ("Altice"),
Numericable-SFR's controlling shareholder (60.3% ownership) on
January 23, 2015.

Ratings Rationale

Numericable-SFR's Ba3 ratings acknowledge the company's strong
industry position as the #2 operator in the French
telecommunications market and the solid industrial logic behind
the combination of the company's pre-existing cable operations
and the mobile and fixed line operations that came with the SFR
acquisition.

The ratings factor in the potential for material acquisition
benefits from synergies from capex savings (optimization of
networks, fibre roll-out, procurement), opex reduction
(unbundling fees, sales & marketing, network operations) and
revenue synergies (broadband up-selling to Numericable-SFR's
products, improved commercial efficiency in B2B). However the
overall size of savings and the timeline to achieve them still
appear ambitious. While the company and Altice have indicated
that the early stages of the integration process are going
according to plan, there has as yet not been an update on the
total synergy potential, which had been estimated at EUR 1.1
billion on a end of 2017 run-rate basis when the SFR acquisition
was announced in April 2014. Given the scale of the integration
task at hand, execution risks are also material in Moody's
opinion, notwithstanding the relatively straightforward nature of
some of the cost saving steps such as the closure of the
redundant part of the Numericable-SFR's network. Large scale
redundancies are not part of Numericable-SFR's cost cutting
arsenal. Indeed, the company is committed under the terms of the
deal to maintain employment levels at SFR and Numericable (but
not at the Virgin Mobile France business acquired in December
2014) until 2017, a commitment that Moody's expects to remain
subject to close public scrutiny.

Numericable-SFR's ratings are also constrained by the company's
significant leverage of around 4.2x Debt/EBITDA (as calculated by
Moody's before synergy benefits) on a last-twelve-months to 30
September 2014 pro forma basis. Moody's expects the ratio to be
slightly higher at the year-end as the underlying revenue and
EBITDA decline for SFR on a stand-alone basis continues. Here the
ratings factor in Moody's assumption that for 2015 integration
benefits will overcompensate for continued, if less material
revenue and EBITDA decline at SFR, which Moody's expects to
bottom out during 2016.

Finally, Moody's anticipates that a large portion of the new
Numericable-SFR free cash flow after capex will be distributed to
shareholders. This is driven by Altice's need to cover interest
payments on EUR 6.2 billion of holdco debt (including debt for
Altice's acquisition of Portugal Telecom assets) at the holdco
level and weighs on Numericable-SFR's ratings.

Drivers of rating change

Negative rating pressure would ensue, if Numericable-SFR's
leverage (as measured by Moody's Debt/EBITDA ratio) were to
exceed 4.5x for a sustained period of time. Ratings pressure
could also develop as a result of (i) signs of deteriorating
liquidity, considering in particular also the ongoing
distribution pressure from the need to contribute to debt service
at Altice S.A. (ii) material setbacks in achieving targeted
synergies; (iii) sustained negative free cash flow (after
dividends and capex) and (iv) any additional material
acquisition. Ratings and outlook do not currently factor in (i)
any business combination with Bouygues Telecom (unrated) in the
context of a consolidation of the French mobile market, which
Moody's believes could occur over time, (ii) any change in
Numericable-SFR's financial policy (including a 3.5-4.0x Net
Debt/EBITDA target) or (iii) a significant increase in Altice's
control of the company.

While Moody's sees no near-term upward pressure on the ratings,
such pressure could develop over time should Numericable-SFR's
leverage fall well below 3.75x on an ongoing basis combined with
material free cash flow generation translating into a Free Cash
Flow/Debt ratio (Moody's definition) of greater than 10%.
Demonstrable and sustained success in broadly achieving synergy
and cost saving targets would also be a pre-condition for upward
ratings movement.

The Ba3 ratings on Numericable-SFR's senior secured debt
instruments assume that by the end of February 2015 i.e. within a
period of 90 days following completion of the SFR acquisition
both senior secured notes and senior secured bank debt will be
equally secured and guaranteed by operating subsidiaries
representing at least 80% of the new Numericable-SFR's
consolidated EBITDA. On this basis bank and notes debt are ranked
first in the company's capital structure (together with trade
payables). Given that there are no other material liabilities in
the company's debt capital structure, the senior secured notes
and the senior secured bank debt are rated at the Ba3 CFR level.

Moody's regards Numericable-SFR's liquidity profile as adequate
relative to its ongoing operational needs. As of September 30
September the company held EUR 82 million in cash on balance
sheet (pro forma for the completion of the SFR transaction),
complemented by EUR 700 million of availability under its EUR 750
million revolving credit facility. Access to the facility is
subject to a 4x Net Senior Secured Leverage covenant, under which
Moody's expect the company to maintain good headroom.

Moody's has withdrawn the rating for its own business reasons.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Numericable-SFR, headquartered in Paris, France is the second
largest provider of telecommunications services in France. For
the twelve-months-period to 30 September it had pro forma revenue
of EUR11.3 billion and EBITDA (before pro forma synergies) of
EUR3.2 billion. Numericable-SFR's controlling shareholder (60.3%)
is Luxembourg-based Altice S.A.



===========
G R E E C E
===========


GREECE: S&P Puts 'B/B' Sovereign Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B/B' long- and
short-term sovereign credit ratings on the Hellenic Republic
(Greece) on CreditWatch with negative implications.

As defined in EU CRA Regulation 1060/2009 (EU CRA Regulation),
the ratings on Greece are subject to certain publication
restrictions set out in Art 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.  Under the EU CRA Regulation, deviations from the
announced calendar are allowed only in limited circumstances and
must be accompanied by a detailed explanation of the reasons for
the deviation.  In this case, the deviation has been caused by
policy uncertainty following the results of the Greek general
elections held on Jan. 25, 2015.

RATIONALE

The CreditWatch placement reflects S&P's view that some of the
economic and budgetary policies advocated by the newly elected
Greek government, led by the left-wing Syriza party, are
incompatible with the policy framework agreed between the
previous government and official creditors.  In S&P's opinion, if
the new Greek government fails to agree with official creditors
on further financial support, this would further weaken Greece's
creditworthiness.

With limited access to commercial bond markets, Greece relies on
official financing to meet its expected central government debt
redemptions of about EUR17 billion this year, including EUR6.7
billion owed on commercial debt held by the European Central Bank
(ECB) and euro area central banks under the now discontinued
Securities Market Program and EUR8.6 billion owed to the
International Monetary Fund (IMF).  S&P understands that the
technical extension of the European Financial Stability
Facility's (EFSF's) Economic Adjustment Program for Greece ends
on February 28, so S&P would expect a continuation of this
extension to enable the new government to negotiate changes in
some of the program's parameters with the EU, IMF, and ECB.

In Greece's case, S&P do not consider the general government
debt-to-GDP ratio to be the sole metric for assessing the
sustainability of public debt.  Although general government debt
to GDP was a very high 178% at year-end 2014, other features of
Greece's public debt profile are less pronounced, in S&P's view.
These include its unusually long debt maturities -- 16.5 years
for the total stock and 30 years on official bilateral and EFSF
financing -- and the very low effective interest rate.  Including
concessional interest rates, Eurosystem retroceded interest
earnings, and the interest rate grace period on official debt,
S&P estimates Greece's general government interest to GDP at
year-end 2014 at less than 3% of GDP.

S&P regards the political uncertainty and weak GDP growth (both
nominal and real GDP) as a pronounced risk to Greece's debt
sustainability.  Past uncertainties regarding Greece's membership
in the eurozone (European Economic and Monetary Union), an uneven
track record on delivering structural reforms, and short-lived
government administrations appear to have weighed on confidence,
and consequently investment, which has more than halved to 11% of
GDP in 2014 from 24% of GDP in 2008.  S&P therefore regards the
new government's promise to attempt to raise public investment
and to try to link debt sustainability metrics more closely to
growth performance as potentially constructive.  S&P also thinks
that Syriza's battle against corruption and vested interests, as
well as its efforts to strengthen the judiciary and improve tax
collection, could weigh positively on the new government's
negotiations with official creditors.

In its pre-election program, Syriza also envisaged, among others,
an increase in the minimum wage, the elimination of the property
tax, and the easing of the budget primary surplus target.  In
S&P's opinion, these policy proposals are not in line with the
current Memorandum of Understanding agreed between the previous
Greek government and official creditors.  Following the formation
of the new Greek government, S&P expects the authorities will
start talks on the terms and conditions of further financial
support from official creditors.  In S&P's central scenario, it
continues to assume that the negotiators will reach a consensus
on the terms and conditions of additional funding, particularly
in view of the strong incentives for Greece and its eurozone
creditors to avoid a payment default.  In S&P's current ratings,
it also factors in its assumption that private creditors will not
be asked to participate in a third rescheduling of debt
repayments as part of the negotiations.

Standard & Poor's sovereign ratings address the capacity and
willingness of a sovereign to pay its commercial debt.  A
rescheduling of official debt that left commercial debt untouched
would not constitute a default under S&P's criteria but would
likely signal declining creditworthiness.

If the negotiations are successful, S&P expects Greece's economy
will continue recovering gradually, despite the current policy
uncertainty caused by the early elections, which may have delayed
investment decisions and prompted deposit outflows.  Conversely,
S&P thinks that a protracted inability to strike an agreement
could damage Greece's economic recovery prospects and budgetary
performance, while exacerbating risks related to the banking
system's financial stability.

Lastly, S&P views the recent accelerated pace of deposit
withdrawals from Greek banks, and the concomitant increase in ECB
financing to the banks, as a credit concern.  This is
particularly so because access to the ECB, as a lender of last
resort, will continue to be linked to the new Greek government's
signing of an agreement with official creditors, including the
ECB.

CREDITWATCH

S&P aims to update or resolve the CreditWatch by the next
scheduled publication date for its ratings on Greece on March 13,
2015.  At that time, S&P could maintain the ratings on
CreditWatch or S&P could affirm or lower the ratings and remove
them from CreditWatch.

S&P could affirm its ratings on Greece if S&P anticipates that
the government's negotiations with official creditors will
conclude with official funding flows intact and with only limited
collateral damage to the economy from the related uncertainty.

Conversely, S&P could lower our ratings on Greece if S&P
perceives that the likelihood of a distressed exchange of
Greece's commercial debt has increased further, either because
official funding has been curtailed, government borrowing
requirements have deteriorated beyond S&P's expectations, or
Greece's external financing has come under greater stress.



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


EUROPE FUNDING I: Moody's Lowers Rating on Class A Notes to Caa3
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on notes
issued by House of Europe Funding I, Ltd.:

EUR880,000,000 Class A Notes Due September 28, 2015 (current
outstanding balance of EUR196,172,064), Downgraded to Caa3 (sf);
previously on Mar 15, 2012 Downgraded to Caa2 (sf).

House of Europe Funding I, Ltd., issued in June 2005, is a
collateralized debt obligation backed primarily by a portfolio of
European RMBS, CMBS and Corporate CDOs originated from 2006 to
2008.

Ratings Rationale

The rating action is due primarily to deterioration in the
transaction's over-collateralization ratio since June 2014. Based
on the trustee report dated December 17, 2014, the over-
collateralization ratio of the Class A/B is currently 54.5%,
versus 60.1% in June 2014. The credit quality of the portfolio
has also deteriorated since June 2014. Moody's calculated WARF is
currently 1432 compared to 1325 in June 2014.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in March 2014.

Factors That Would Lead To an Upgrade or Downgrade of the Rating:

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade
of the ratings, as described below:

1) Macroeconomic uncertainty: This transaction is subject to a
high level of macroeconomic uncertainty, which could negatively
affect the ratings on the notes, in light of 1) uncertainty about
credit conditions in the general economy 2) divergence in the
legal interpretation of CDO documentation by different
transactional parties due to or because of embedded ambiguities.

2) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds,
recoveries from defaulted assets, and excess interest proceeds
will continue and at what pace. Faster deleveraging than Moody's
expects could have a significant impact on the notes' ratings.

3) Recovery of defaulted assets: The amount of recoveries
received from defaulted assets reported by the trustee and those
that Moody's assumes as having defaulted as well as the timing of
these recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming limited recoveries, and therefore,
realization of any recoveries exceeding Moody's expectation in
the future would positively impact the notes' ratings.

Loss and Cash Flow Analysis:

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM(tm) to model the loss distribution for SF CDOs. The
simulated defaults and recoveries for each of the Monte Carlo
scenarios define the reference pool's loss distribution. Moody's
then uses the loss distribution as an input in the CDOEdge(tm)
cash flow model.

In addition to the base case analysis, Moody's also conducted
sensitivity analyses to test the impact of a number of default
probabilities on the rated notes. Below is a summary of the
impact of different default probabilities (expressed in terms of
WARF) on all of the rated notes (by the difference in the number
of notches versus the current model output, for which a positive
difference corresponds to lower expected loss):

Ba1 and below ratings notched up by two rating notches (842):

Class A: 0

Class B: 0

Ba1 and below ratings notched down by two notches (1750):

Class A: 0

Class B: 0


MID WALES: John Mooney Buys Firm's Assets; Jobs Saved
-----------------------------------------------------
wired-gov.net reports that Irish entrepreneur John Mooney has
acquired the assets of Mid Wales Litho (MWL) and -- with Welsh
Government support -- is taking on most of the workers who lost
their jobs when the company went into liquidation last year.

The GBP1.7 million investment by John Mooney -- who already runs
two highly successfully print businesses in Wales -- has been
backed by GBP960,000 from the Welsh Government which ensured that
the MWL assets remained in Wales and that nearly 100 former staff
will be taken on, according to wired-gov.net.

The report recalls that MWL went into liquidation last year when
all 113 employees were made redundant.

Mr. Mooney has acquired the plant and machinery of MWL , invested
in a new printing press, taken a lease on the former MWL facility
in Pontypool, and has already taken on 50 former staff since the
beginning of November, with plans to increase the headcount to
96 in total, the report notes.

The report relays that the Pontypool site will be incorporated
into Zenith Media, a business he previously acquired from
administration with Welsh Government support.

The report notes that the investment will complement the high
value work undertaken by his other print and packaging
businesses.


SILENUS LIMITED: Moody's Reviews Ca Rating on D Notes for Upgrade
-----------------------------------------------------------------
Moody's Investors Service places on review for upgrade Classes A,
B, C, D and X of EMEA CMBS Notes issued by Silenus (European Loan
Conduit No. 25) Limited.

Moody's rating action is as follows:

  EUR1035 million(current outstanding balance of EUR158M) A
  Notes, A1 (sf) Placed Under Review for Possible Upgrade;
  previously on Apr 4, 2013 Downgraded to A1 (sf)

  EUR60 million(current outstanding balance of EUR52M) B Notes,
  Ba3 (sf) Placed Under Review for Possible Upgrade; previously
  on Apr 4, 2013 Downgraded to Ba3 (sf)

  EUR63 million(current outstanding balance of EUR57M) C Notes,
  Caa1 (sf) Placed Under Review for Possible Upgrade; previously
  on Apr 4, 2013 Downgraded to Caa1 (sf)

  EUR46 million(current outstanding balance of EUR45M) D Notes,
  Ca (sf) Placed Under Review for Possible Upgrade; previously on
  Apr 4, 2013 Downgraded to Ca (sf)

  EUR0.05 million(current outstanding balance of EUR0.01M) X
  Notes, B1 (sf) Placed Under Review for Possible Upgrade;
  previously on Apr 4, 2013 Downgraded to B1 (sf)

Moody's does not rate the Class E, Class F and Class G Notes.

Ratings Rationale

The action reflects an updated assessment of the pool's
performance as well as Moody's loan recovery expectations. The
ratings are placed on review for upgrade to reflect positive
developments since Moody's last rating action, including the
repayment of a number of loans and the subsequent sequential
allocation of the proceeds. This resulted in an increase in
credit enhancements ("CE"), most notably on Classes A, B and C
(respectively from 36% to 55%, from 26% to 40% and from 16% to
24%). Additionally, the recent re-gearing of leases on assets
securing the Orazio loan, the second largest (37%) of the pool
are credit positive because the stabilization of the assets
increases the probability that the loan will be worked out ahead
of the notes' legal final maturity in May 2019. Moody's will
conclude its review following a re-assessment of the pool's
expected loss.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was Moody's
Approach to Rating EMEA CMBS Transactions published in December
2013.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a further decline in the property values
backing the underlying loans; (ii) an increase in default
probability; (iii) lack of progress or visibility on the work out
of the loans in special servicing; (iv) given the 56% exposure to
Italy, a significant increase in sovereign risk.

Main factors or circumstances that could lead to an upgrade of
the rating are (i) an increase in the property values backing the
underlying loans; (ii) repayment of loans with an assumed high
refinancing risk; (iii) a decrease in default risk assessment;
(iv) faster than expected work out of the loans in special
servicing.

Moody's Portfolio Analysis

As of the November 2014 interest payment date ("IPD"), the
transaction balance has declined by 72% to EUR351.6 million from
EUR 1,245.5 million at closing in 2007 due to the pay off of 12
loans originally in the pool. The notes are currently secured by
first-ranking legal mortgages over 113 mostly retail and office
properties. The pool has an average concentration in terms of
geographic location (56% Italy,) and property type (76% retail)
based on securitized loan balance. Moody's uses a variation of
the Herfindahl Index, in which a higher number represents greater
diversity, to measure the diversity of loan size. Large multi-
borrower transactions typically have a Herf of less than 10 with
an average of around 5. This pool has a Herf of 3, lower than at
Moody's prior rating action.



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


FINMECCANICA SPA: Plan Improves Financial Profile, Fitch Says
-------------------------------------------------------------
Fitch Ratings says the Finmeccanica SpA (Finmeccanica;
BB+/Negative) industrial plan demonstrates the level of
difficulty in materially improving the Italian aerospace and
defence group's cash generation and capital structure over the
medium term. Finmeccanica's rating will remain under pressure
until the group can demonstrate the prospect of a return of
positive cash flows, in the form of funds from operations (FFO)
and free cash flow (FCF), and their stabilization at levels that
are commensurate with the rating.

A number of the objectives outlined in the new plan by the
company, both operational and financial, are broadly in line with
previously stated targets and improvement measures that the group
has been trying to address in recent years, with mixed results to
date.  The plan's proposed measures demonstrate that the group is
realistic about the likely speed and challenging nature of
realising operating efficiency gains in the context of poor
performing legacy contracts, the difficulties inherent in
restructuring businesses in Italy as well as potential headwinds
in some end markets.

While the plan, as well as the upward revision of 2014 and 2015
earnings guidance, points to a positive momentum in the financial
profile, Fitch believes that the outlined cost-reduction measures
may prove difficult to achieve in the stated timeframe.  In
Fitch's view, achieving the level of FCF needed to significantly
reduce debt levels will prove hard in the absence of asset
disposals.  A well-structured disposal of poorly performing
businesses remains vital to the group's efforts in reducing
leverage and improving margins in the short term.

Fitch also believes that in addition to the still muted defence
markets in Europe and the US, Finmeccanica may also face possible
headwinds in the helicopter division, which has been performing
well in recent years, but which may face slower demand and
pricing pressure in the medium term owing to weakening underlying
dynamics in some civil markets such as oil and gas.

A downgrade could result from FFO adjusted gross leverage
remaining above 4x (2013: 4.5x, 2014 expected: 4.4x) on a
sustained basis, the FFO margin falling below 7% (2013: 6.1%,
2014 expected: 7.6%), consistently negative FCF (2013: -3.2%,
2014 expected: -0.5%) or further material cash restructuring
charges.

The industrial plan announced by Finmeccanica aims to focus on
the improvement of the operational efficiencies at the group's
core divisions of aerospace, defense and space over the coming
five years.  The chief pillars of the plan are the improvement in
profitability and cash generation via improved supply chain
management, reduced selling, general and administrative costs,
greater discipline on investments and a reduction of operating
working capital.


TAURUS CMBS 2: Fitch Lowers Rating on Class G Notes to 'Dsf'
------------------------------------------------------------
Fitch Ratings has downgraded Taurus CMBS No. 2 S.r.l.'s floating
rate notes due 2019 as:

  EUR0 million class F (IT0003957054) downgraded to 'Csf' from
  'CCsf'; Recovery Estimate (RE) 0%

  EUR0 million class G (IT0003957062) downgraded to 'Dsf' from
  'BBsf'; RE0%

The transaction closed in 2005 and was originally the
securitization of four commercial mortgage loans originated by
Merrill Lynch's Milan branch.  Following the prepayment of three
loans after closing (and the prepayment funds applied at the end
of the traditional 18-month lockout period in Italian
transactions), only one loan remained, Berenice, accounting for
40% of the original balance.

KEY RATING DRIVERS

The downgrade of the class F notes reflects the expected unpaid
interest amount (EUR95,855) despite the full repayment of
principal.  The class G notes have been downgraded due to the
escrowing of junior principal for payment of issuer expenses,
causing a non-accruing interest amount on the tranche.  The
marginally higher rating on the class F notes signals the
possibility (albeit remote) that unpaid interest may be recovered
from unused issuer funds.  As all principal has been paid on the
class F notes and Fitch does not expect any recoveries on the
class G notes, the Recovery Estimates (which only address
principal) for both tranches are zero.

The last remaining loan, EUR34.7 million Berenice, prepaid in
full in December 2014 (well ahead of scheduled maturity in July
2015).  The borrower met all due amounts (including interest and
costs). However, transaction costs surged (as percentage of loan
interest/balance prior to repayment) due to the wind-up of the
transaction and the concentration of final invoices at the
January 2015 interest payment date (IPD).  Consequently, no
interest was paid to any of the notes.

Non-payment of interest to the class E notes (since becoming the
most senior tranche) constitutes an event of default.  However,
the interest shortfall equated to only 0.1% of the tranche
balance at closing in 2005 (or 0.3% of the balance prior to
redemption). Fitch therefore considers the shortfall minimal and
marked the tranche paid in full (PIF) as of the January 2015 IPD
rather than downgrading it to 'Dsf' from 'BBsf'.

The issuer will use the EUR260,000 escrowed principal proceeds to
pay for outstanding invoices and unwinding costs.  It is unclear
whether any unused funds (if any) would be used to partly recover
interest or principal shortfalls, although Fitch expects the
former to be more likely.  In this scenario, the unpaid EUR34,240
of class E interest would need to be repaid before the class F
notes could receive any recoveries.

RATING SENSITIVITIES

Fitch expects to downgrade the class F notes to 'Dsf' once the
final shortfall amounts have been confirmed by the
issuer/servicer (once all costs have been paid).  The ratings
would then be withdrawn.  In the unlikely event that unused funds
repay the full interest shortfall on the class F notes, the
tranche would be marked as PIF instead.



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


QUEEN STREET I: Moody's Affirms 'Ba3' Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes issued by Queen Street
CLO I B.V.:

  EUR266 million (current balance EUR 169.1M) Class A1 Senior
  Secured Floating Rate Notes due 2023, Affirmed Aaa (sf);
  previously on Feb 11, 2013 Affirmed Aaa (sf)

  EUR66.5 million Class A2 Senior Secured Floating Rate Notes due
  2023, Affirmed Aaa (sf); previously on Feb 11, 2013 Affirmed
  Aaa (sf)

  EUR38.75 million Class B Senior Secured Floating Rate Notes due
  2023, Upgraded to Aaa (sf); previously on Feb 11, 2013 Upgraded
  to Aa1 (sf)

  EUR41.3 million Class C1 Senior Secured Deferrable Floating
  Rate Notes due 2023, Upgraded to A1 (sf); previously on Feb 11,
  2013 Upgraded to A3 (sf)

  EUR1.2 million Class C2 Senior Secured Deferrable Fixed Rate
  Notes due 2023, Upgraded to A1 (sf); previously on Feb 11, 2013
  Upgraded to A3 (sf)

  EUR12.95 million Class D1 Senior Secured Deferrable Floating
  Rate Notes due 2023, Upgraded to Baa2 (sf); previously on Feb
  11, 2013 Upgraded to Baa3 (sf)

  EUR5.8 million Class D2 Senior Secured Deferrable Fixed Rate
  Notes due 2023, Upgraded to Baa2 (sf); previously on Feb 11,
  2013 Upgraded to Baa3 (sf)

  EUR20 million Class E Senior Secured Deferrable Floating Rate
  Notes due 2023, Affirmed Ba3 (sf); previously on Feb 11, 2013
  Affirmed Ba3 (sf)

  EUR7 million (current balance EUR 3.8M) Class X Combination
  Notes due 2023, Upgraded to Aa3 (sf); previously on Feb 11,
  2013 Upgraded to A2 (sf)

Queen Street CLO I B.V., issued in January 2007, is a single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European senior secured loans
managed by Ares Management Limited. This transaction's
reinvestment period ended in April 2013.

Ratings Rationale

According to Moody's, the rating actions are primarily a result
of the amortization of the portfolio and subsequent increase in
collateralization ratios. Moody's notes that the rated
liabilities paid down by EUR 81.3m on the last two semi-annual
payment dates, leading to a significant increase in the
overcollateralization ratios (or "OC ratios") of the senior
notes. As per the trustee report dated December 2014, the Class
A/B,C, D, and E OC ratios are reported at 137.04%, 118.66%,
112.03%, and 105.73%, compared to December 2013 levels of
129.47%, 115.65%, 110.45%, and 105.39% respectively.

Reported WARF has improved from 2528 to 2388 between December
2013 and December 2014, the proportion of Caa rated assets has
fallen from 9.6% to 3.1% of reported performing par, and defaults
have increased from EUR10.1 million to EUR12.5 million over this
period.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class X
notes, the 'Rated Balance' is equal at any time to the principal
amount of the Combination Note on the Issue Date minus the
aggregate of all payments made from the Issue Date to such date,
either through interest or principal payments. The Rated Balance
may not necessarily correspond to the outstanding notional amount
reported by the trustee.

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 and principal proceeds balance of
EUR371.432 million and defaulted par of EUR15.372 million, a
weighted average default probability of 16.85% (consistent with a
WARF of 2464 over a weighted average life of 4.37 years), a
weighted average recovery rate upon default of 48.31% for a Aaa
liability target rating, a diversity score of 29 and a weighted
average spread of 3.59%.

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 94.86% 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 recovery rate for
the portfolio. Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
that were within two notches 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 behaviour and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

2) Recoveries on defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
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
analyzed 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



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


BANK TAVRICHESKY: S&P Cuts Counterparty Credit Ratings to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
foreign and local currency long-term counterparty credit ratings
on Russia-based Bank Tavrichesky to 'CC' from 'CCC'.  At the same
time, S&P affirmed its short-term ratings at 'C'.

S&P also lowered the Russia national scale rating to 'ruCC' from
'ruB-'.

All the ratings remain on CreditWatch with negative implications.

S&P understands that Bank Tavrichesky has been facing liquidity
issues since late December 2014.  Given that the situation does
not appear to have improved, S&P now sees an increasing
likelihood that the bank could become subject to regulatory
intervention by the Russian Central Bank--unless unforeseen
positive developments take place.  S&P do not rule out financial
rehabilitation but it understands that it would likely involve
the distressed restructuring of funds provided by the largest
depositors, with substantial maturity extensions.

The lowering of the long-term and Russia national scale ratings
reflects S&P's opinion that either regulatory actions or a
distressed restructuring are now highly likely scenarios.

The resolution of the CreditWatch will depend on the regulatory
actions taken on the bank.  S&P could lower the ratings to 'SD'
(selective default) if regulatory actions resulted in a
distressed restructuring or losses for the largest depositors.

S&P expects to have more clarity about the regulatory actions
within the next 30 days.


RENAISSANCE FINANCIAL: Moody's Withdraws 'B3' Issuer Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn Renaissance Financial
Holding Limited's B3 long-term and Not-Prime short-term foreign-
and local-currency issuer ratings. At the time of the withdrawal
all the issuer's long-term issuer ratings carried a negative
outlook. Concurrently, Moody's has withdrawn the B3, provisional
(P)B3 and (P)Not-Prime backed debt ratings of Renaissance
Securities Trading Limited and Renaissance Kaznachei (Russia)
secured by an explicit and irrevocable guarantee issued by
Renaissance Financial Holding Limited.

Ratings Rationale

Moody's has withdrawn the rating because of inadequate
information to monitor the rating, due to the issuer's decision
to cease participation in the rating process.

Renaissance Financial Holding Limited is the Commonwealth of
Independent States (CIS) investment banking division of one of
Russia's leading private investment funds, ONEXIM. Apart from the
CIS, the company has operations in Africa, Asia, the UK, Cyprus
and other jurisdictions. Renaissance Financial Holding Limited
reported total consolidated assets of US$4.3 billion and total
equity of US$585 million under audited IFRS at year-end 2013
(latest available audited figures).


SOGLASIE INSURANCE: S&P Assigns 'BB-' IFS Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said assigned its 'BB-' long-
term insurer financial strength and counterparty credit ratings
to Russia-based SOGLASIE Insurance Co. Ltd.  The outlook on the
ratings is stable.

At the same time, S&P assigned its 'ruAA-' Russia national scale
rating to the company.

The ratings reflect S&P's view of Soglasie's fair business risk
profile and weak financial risk profile.  S&P bases its
assessment of the company's business risk profile on its adequate
competitive position and S&P's assessment of industry and country
risk as moderate.  The weak financial risk profile reflects S&P's
view of the company's lower adequate capital and earnings and
high risk position.  S&P's assessments of enterprise risk
management as adequate and management and governance as fair are
neutral factors for the ratings.

S&P combines these factors to derive an anchor of 'bb' for
Soglasie.  S&P then applies a one-notch negative adjustment to
the anchor to incorporate its expectations that Russia's economic
environment could dampen the insurance sector's profitability and
growth and Soglasie's main shareholder's willingness to provide
further support to the company.  S&P sees resilience at the
current rating level coming mostly from Soglasie's capital, which
makes it to a certain extent immune to any possible negative
trends in S&P's assessment of insurance industry and country risk
in Russia.

Soglasie was established in 1992 as a captive insurance company
of Norilsk Nickel, a Russian nickel and palladium mining and
smelting company.  The current shareholding structure was adopted
in 2008. The company's ultimate shareholder is Mr. Mikhail
Prokhorov, a wealthy businessman that directly owns 58.29% via a
holding company, Onexim, which owns the remaining 41.71%.

In S&P's view, the company's adequate competitive position is
constrained by limited geographic diversification because it
operates only in Russia and diversification into other countries
over the medium term is highly unlikely.  With gross premium
written of Russian ruble (RUB) 42 billion in 2013 (about US$1.3
billion based on the average RUB/USD exchange rate for 2013),
Soglasie ranked among the top five insurers in the market in 2013
and over the first nine months of 2014.  Motor insurance
comprised 71% of the company's insurance portfolio in 2013.  In
S&P's view, the company has an established position in the
market, but rapid premium growth without adequate risk selection
has weighed negatively on the company's operating performance.
Soglasie's net loss ratio is likely to be about 70%-75% in 2014-
2015, with an expense ratio of 40% in 2014.  S&P expects that the
company will be able to slightly optimize its expense base in
2015-2016. However, the net combined (loss and expense) ratio,
the industry's leading underwriting profitability metric, is
unlikely to go below 105%-110% in 2014-2016 (the lower the
combined ratio, the more profitable, and a ratio of more than
100% signifies an underwriting loss).

S&P expects that, following the company's strategy to improve the
profitability of its business by better risk selection, gross
premium written will likely have dropped by at least a 20% in
2014.  Gross premium will likely slide by another 5%-10% in 2015-
2016 if the company continues the same strategy.  Despite this,
S&P expects Soglasie to remain among Russia's top-five insurers
based on gross premium written.

"We view Soglasie's capital and earnings as lower adequate.  We
note that the main shareholder remains supportive of Soglasie.
We acknowledge the company's improved capital adequacy in 2014
following a large capital increase of RUB7.4 billion from the
main shareholder.  We think capital adequacy will further improve
in 2015-2016, following an expected capital injection of RUB2
billion each year.  However, we think that capital will remain
within our lower adequate level, taking into consideration the
uncertainty about economic conditions, which will influence both
technical and investment results and the willingness of the main
shareholder to continue to provide this support.  Soglasie's
capital is modest in absolute terms, at about US$130 million as
of the year-end 2014.

In S&P's view, the company's risk position is high, considering
that its investment portfolio is concentrated on property that
comprises about 75% of the portfolio as of Sept. 30, 2014.  Only
25% of the investment portfolio was allocated to cash and cash
equivalents as of Sept. 30, 2014.

S&P foresees various factors that could push up the volatility of
Soglasie's capital and earnings:

   -- An expected increase in inflation, which would in turn
      affect the loss ratio.

   -- Exchange rate swings that will increase the cost of spare
      parts and subsequently the level of claims.  However, S&P
      understands that the company is trying to limit the impact
      of exchange rate fluctuations by fixing the exchange rate
      in its agreements with car dealers.

S&P regards Soglasie's liquidity as less than adequate, because
of its low proportion of liquid assets and negative operating
cash flow.  Currently, S&P don't consider that liquidity issues
pose a severe risk to Soglasie, taking into consideration its
five-year track record of capital injections and the expectation
that the main shareholder will continue providing financial
support.

The stable outlook reflects S&P's expectation that Soglasie will
maintain its adequate competitive position, combined with lower
adequate capital and earnings.

S&P could take a negative rating action on Soglasie if:

   -- S&P sees no financial support from the main shareholder in
      2015-2016, which could put pressure on capital and
      earnings.

   -- The company experiences more losses on its portfolio than
      S&P currently project; or

   -- S&P views the quality of the investment portfolio as weak.

If S&P considers that liquidity poses severe risks to Soglasie's
operations and its activity as a going concern, S&P is likely to
cap the rating at 'B-' at best.

A positive rating action on Soglasie is unlikely within the next
12 months unless S&P observes a large capital injection exceeding
its expectations.



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


IM GRUPO I: S&P Affirms 'D' Rating on Class E Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
IM GRUPO BANCO POPULAR FTPYME I, Fondo de Titulizacion de
Activos's class A5(G), B, C, and D notes.  At the same time, S&P
has affirmed its 'D (sf)' rating on the class E 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 September 2014 investor report to
perform its analysis and has applied its European small and
midsize enterprise (SME) collateralized loan obligation (CLO)
criteria and its current counterparty criteria.  S&P has also
applied its RAS criteria.

IM GRUPO BANCO POPULAR FTPYME I is a single-jurisdiction cash
flow CLO transaction securitizing a portfolio of SME loans that
Banco Popular Espanol S.A., Banco de Andalucia S.A., Banco de
Castilla S.A., Banco de Credito Balear S.A., Banco de Galicia
S.A., and Banco de Vasconia S.A. originated in Spain.  The
transaction closed in December 2006.

CREDIT ANALYSIS

S&P has applied its European SME CLO criteria to determine the
scenario default rates (SDRs)--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 the following factors:
Country, originator, and portfolio selection.

S&P ranked the originator into the moderate category.  Taking
into account Spain's Banking Industry Country Risk Assessment
(BICRA) score of 5, S&P has applied a downward adjustment of one
notch to the 'b+' archetypical average credit quality.  Due to
the absence of information on 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 85.64%.

S&P has calculated the 'B' SDR, based primarily on its analysis
of historical SME performance data and S&P's projections of the
transaction's future performance.  S&P has reviewed the
portfolio's historical default data, and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness.  As a result of this analysis, S&P's 'B' SDR is
13.00%.

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

RECOVERY RATE ANALYSIS

At each liability rating level, S&P applied a weighted-average
recovery rate (WARR) by considering observed historical
recoveries.  As a result of this analysis, S&P's WARR assumptions
in 'AA', 'A', and 'BBB' scenarios were 37%, 40%, and 43%,
respectively.

CASH FLOW ANALYSIS

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

COUNTRY RISK

S&P's long-term rating on the Kingdom of Spain is 'BBB'.

In S&P's opinion, the class D notes do not have sufficient credit
enhancement to withstand the sovereign default stress test.  This
hypothetical scenario is derived from S&P's observation of
macroeconomic conditions that occurred after several sovereign
defaults where S&P characterizes the degree of stress as "severe"
in S&P's rating definitions criteria.  Therefore, under S&P's RAS
criteria, the class D notes cannot be rated above the sovereign.
Taking into account the results of S&P's credit and cash flow
analysis and the application of S&P's RAS criteria, it has raised
to 'BBB (sf)' from 'BB- (sf)' its rating on the class D notes.

In S&P's opinion, the class A5(G), B, and C notes have sufficient
credit enhancement to withstand the sovereign default stress
test. Therefore, under S&P's RAS criteria, the class A5(G), B,
and C notes can be rated above the sovereign.

Since, according to S&P's RAS criteria, SMEs have a 'moderate'
sensitivity to country risk, the class A5(G), B, and C notes can
be rated up to four notches above the rating on the sovereign.
Taking into account the results of S&P's credit and cash flow
analysis and the application of its RAS criteria, S&P has raised
to 'A+ (sf)' from 'A (sf)' its rating on the class B notes and to
'A (sf)' from 'BBB+ (sf)' its rating on the class C notes.

As the class A5(G) notes meet all six of the conditions in
paragraph 48 of the RAS criteria, S&P can assign a rating up to a
maximum of six notches (two additional notches of uplift) above
the sovereign rating.  Taking into account the results of S&P's
credit and cash flow analysis and the application of its RAS
criteria, S&P has raised to 'AA (sf)' from 'A+ (sf)' its rating
on the class A5(G) notes.

S&P has affirmed its 'D (sf)' rating on the class E notes.

RATINGS LIST

Class              Rating
            To                From

IM GRUPO BANCO POPULAR FTPYME I, Fondo de Titulizacion de Activos
EUR2.03 Billion Floating-Rate Notes

Rating Raised

A5(G)       AA (sf)           A+ (sf)
B           A+ (sf)           A (sf)
C           A (sf)            BBB+ (sf)
D           BBB (sf)          BB- (sf)

Rating Affirmed

E           D (sf)


IM GRUPO II: S&P Affirms 'D' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
IM GRUPO BANCO POPULAR FTPYME II, Fondo de Titulizacion de
Activos' class B, C, and D notes.  At the same time, S&P has
affirmed its ratings on the class A3(G) and E 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 November 2014 investor report to
perform its analysis and has applied its European small and
midsize enterprise (SME) collateralized loan obligation (CLO)
criteria and its current counterparty criteria.  S&P has also
applied its RAS criteria.

IM GRUPO BANCO POPULAR FTPYME II is a single-jurisdiction cash
flow CLO transaction securitizing a portfolio of SME loans that
Banco Popular Espanol S.A., Banco de Andalucia S.A., Banco de
Castilla S.A., Banco de Credito Balear S.A., Banco de Galicia
S.A., and Banco de Vasconia S.A. originated in Spain.  The
transaction closed in July 2007.

CREDIT ANALYSIS

S&P has applied its European SME CLO criteria to determine the
scenario default rates (SDRs) -- 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 the following factors:
Country, originator, and portfolio selection.

S&P ranked the originator into the moderate category.  Taking
into account Spain's Banking Industry Country Risk Assessment
(BICRA) score of 5, S&P has applied a downward adjustment of one
notch to the 'b+' archetypical average credit quality.  Due to
the absence of information on 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 it used to generate
its 'AAA' SDR of 86.45%.

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
portfolio's historical default data, and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness.  As a result of this analysis, S&P's 'B' SDR is
13.00%.

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

RECOVERY RATE ANALYSIS

At each liability rating level, S&P applied a weighted-average
recovery rate (WARR) by considering observed historical
recoveries.  As a result of this analysis, S&P's WARR assumptions
in 'AA', 'A', and 'BBB' scenarios were 30%, 33, and 35%,
respectively.

CASH FLOW ANALYSIS

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

COUNTRY RISK

S&P's long-term rating on the Kingdom of Spain is 'BBB'.

In S&P's opinion, the class D notes do not have sufficient credit
enhancement to withstand the sovereign default stress test.  This
hypothetical scenario is derived from our observation of
macroeconomic conditions that occurred after several sovereign
defaults where S&P characterizes the degree of stress as "severe"
in S&P's rating definitions criteria.  Therefore, under S&P's RAS
criteria, the class D notes cannot be rated above the sovereign
('BBB [sf]').  Taking into account the results of S&P's credit
and cash flow analysis and the application of its RAS criteria,
S&P has raised to 'BBB (sf)' from 'B (sf)' its rating on the
class D notes.

In S&P's opinion, the class A3(G), B, and C notes have sufficient
credit enhancement to withstand the sovereign default stress
test. Therefore, under S&P's RAS criteria, the class A3(G), B,
and C notes can be rated above the sovereign.

Since, according to S&P's RAS criteria, SMEs have a 'moderate'
sensitivity to country risk, the class A3(G), B, and C notes can
be rated up to four notches above the rating on the sovereign.
Taking into account the results of S&P's credit and cash flow
analysis and the application of its RAS criteria, S&P has raised
to 'A+ (sf)' and to 'A (sf)' its ratings on the class B and C
notes, respectively.

In addition, the class A3(G) notes meet all six of the conditions
in paragraph 48 of the RAS criteria.  S&P can therefore assign a
rating up to a maximum of six notches (two additional notches of
uplift) above the sovereign rating.  Taking into account the
results of S&P's credit and cash flow analysis and the
application of its RAS criteria, S&P has affirmed its 'AA (sf)'
rating on the class A3(G) notes.

S&P has affirmed its 'D (sf)' rating on the class E notes as they
have defaulted.

RATINGS LIST

Class       Rating            Rating
            To                From

IM GRUPO BANCO POPULAR FTPYME II, Fondo de Titulizacion de
Activos EUR2.039 Billion Floating-Rate Notes

Ratings Raised

B           A+ (sf)           A (sf)
C           A (sf)            BBB (sf)
D           BBB (sf)          B (sf)

Ratings Affirmed

A3(G)       AA (sf)
E           D (sf)



===========
S W E D E N
===========


PA RESOURCES: Approves the Balance Sheet for Liquidation Purposes
-----------------------------------------------------------------
In a press release dated January 20, 2015, PA Resources informed
that a balance sheet for liquidation purposes would be prepared.

The board of PA Resources has now approved the balance sheet for
liquidation purposes.  Net equity amounts to SEK 50 million which
is below 50 per cent of the registered share capital.  The board
is therefore legally required to convene an extra general meeting
of shareholders which shall resolve whether or not the company
shall continue operations or go into liquidation.  The board will
issue notice to such general meeting of shareholders as soon as
possible.

PA Resources AB (publ) -- www.paresources.se. -- is an
international oil and gas group which conducts exploration,
development and production of oil and gas assets.  The Group
operates in Tunisia, Republic of Congo (Brazzaville), Equatorial
Guinea, United Kingdom, Denmark, Netherlands and Germany.  PA
Resources is producing oil in West Africa and North Africa. The
parent company is located in Stockholm, Sweden.  PA Resources'
net sales amounted to SEK 1,049 million in 2013. The share is
listed on the NASDAQ OMX in Stockholm, Sweden.



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


UKOOPSPILKA JSB: Declared Insolvent by National Bank of Ukraine
---------------------------------------------------------------
On January 22, 2015, by virtue of the Laws of Ukraine On the
National Bank of Ukraine and On Banks and Banking, the Board of
the National Bank of Ukraine adopted a decision on declaring
UKOOPSPILKA JSB insolvent.

The owners of UKOOPSPILKA missed the chance to recover the bank,
restore its financial health and viability and provide financial
support to the Bank to keep it afloat.  They failed to take any
timely effective measures to prevent UKOOPSPILKA from going
insolvent.

Thus, starting from May 2014, the National Bank of Ukraine
started receiving complaints filed by the bank's customers
claiming that the bank had failed to meet its obligations to
them.  In addition, the off-site banking supervision has revealed
a deterioration in UKOOPSPILKA JSB's liquidity ratios.

The bank failed to record past-due payment instruments on the
respective off-balance accounts, thus violating NBU regulations.

In order to protect the interests of depositors and other
creditors, in July 2014, the National Bank of Ukraine took a
decision to place UKOOPSPILKA under a special supervision regime
through the appointment of an overseer who is an official of the
NBU.

In the second half of 2014, the financial standing of UKOOPSPILKA
deteriorated further, with the bank's ongoing engagement in risky
activities.  In December 2014, the National Bank of Ukraine
declared UKOOPSPILKA a problem bank and placed it under a special
supervision regime.

Under banking laws, a term was set for UKOOPSPILKA to bring its
activities in line with the applicable laws.  UKOOPSPILKA
developed the resolution plan which did not contain sufficient
and timely measures to improve the bank's financial standing and
adjust its activities to the requirements of the laws of Ukraine.

Therefore, given the lack of prospects for a bank recovery and
the need to protect the interests of depositors and other
creditors of UKOOPSPILKA, by virtue of Articles 7, 15, and 55 of
the Law of Ukraine On the National Bank of Ukraine, and Articles
67, 73, 75, and 76 of the Law of Ukraine On Banks and Banking,
the Board of the National Bank of Ukraine issued Resolution
declaring UKOOPSPILKA JSB insolvent.

Please note that under applicable Ukrainian laws, the bank that
has been declared insolvent shall be put in the hands of the
Deposit Guarantee Fund, which shall appoint the provisional
administration and authorized persons to this financial
institution.  The Fund guarantees the reimbursement of deposits
held in banks up to the amount of deposits, including accrued
interest on the date of adopting the decision by the National
Bank of Ukraine to declare the bank insolvent and the initiation
of a winding-up procedure by the Fund, but not more than the
maximum deposit insurance amount established on the date of
issuing this resolution, regardless of the number of deposits
held at one bank.



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


ALPARI UK: Administrator Posts FAQs for Clients and Creditors
-------------------------------------------------------------
Andrew Saks-McLeod at LeapRate reports that in keeping with
correct practice with regard to insolvency, Alpari UK's official
administrator KPMG has issued a series of frequently asked
questions relating to the special administration which applies to
Alpari UK.

According to the report, the frequently asked questions range
from categorization of special administration, to the reasons as
to why Alpari UK was faced with insolvency, as well as potential
questions which are likely to be posed by retail clients with
money invested in a trading account at Alpari UK or one of its
subsidiaries.

Additionally, KPMG has considered definitions of client, and what
the insolvency means for clients with open positions, the report
relays.

LeapRate adds that the auditing firm has provided a comprehensive
list of responses to what it considers to be frequently asked
questions, and in doing so provides creditors and retail clients
with full details as to the current position of the company
following its entry into administration, and, importantly, what
clients can expect with regard to their funds.

                            About Alpari

Alpari Group is a UK-based foreign exchange, precious metals and
CFD broker headquartered in London.  The company employs around
170 employees at its offices in Bishopsgate, London.

Upon the application of the directors of Alpari (UK) Ltd, on
Monday, Jan. 19, 2015, the High Court appointed Richard Heis,
Samantha Bewick and Mark Firmin of KPMG LLP as joint special
administrators of Alpari (UK) Ltd, under the Special
Administration Regime (SAR).  Alpari (UK) Ltd is a company
incorporated in the UK.

Alpari (UK) Ltd applied for insolvency on Jan. 19, 2015,
following the decision on Jan. 15, by the Swiss National Bank to
remove the informal peg to the euro at around 1.20 Swiss francs.
"The announcement by the SNB prompted volatility across the
foreign exchange markets which saw the company and many of its
clients make large losses. After a weekend spent in urgent
discussions with various parties with a view to selling the
company, these efforts were ultimately unsuccessful," KMPG said
in a statement.


ANDREWS FASTENERS: Deal Safeguards Firm's Future
------------------------------------------------
Insider Media Limited reports that the business and assets of
Leeds-based Andrews Fasteners Ltd have been acquired out of
administration in a deal which saved the jobs of the 20-strong
workforce.

The company was placed in the hands of administrator Chris
Brooksbank of Cleckheaton-based O'Haras on January 16, 2015 and a
sale was immediately completed with AFC Products, which
subsequently changed its name to Andrews Fasteners Ltd to
continue the legacy of the business under the control of Michael
Carey, a former director of the original company, according to
Insider Media Limit, according to Insider Media Limited.

As well as jobs, the deal has secured future orders and supplier
contracts, the report notes.

The report notes that Mr. Brooksbank assisted in negotiating the
sale and realizing the assets of the company and Leeds law firm
Clarion acted for O'Haras in relation to the appointment of the
administrator and the immediate sale of the assets.

"Following this restructuring, we believe we are in a much
stronger position to take the business forward," the report
quoted Michael Carey, director of Andrews Fasteners, as saying.

The report notes that Ben Ramsay of O'Haras added: "This is the
best possible outcome for this well-established business and its
loyal workforce. With an experienced director at the helm who
really understands the sector, Andrews Fasteners has a brighter
future ahead."

The report relays that Helen Bates, senior associate at Clarion,
said: "The swift sale of the business and assets has secured the
future of this longstanding business and has saved the jobs of
the company's 20 employees."

Established 34 years ago, Andrews Fasteners supplies bolts,
hardware and fabricated metal products to construction companies
in the UK and around the world.


CITY LINK: Owner Regrets Collapse of Business
---------------------------------------------
Gill Plimmer at The Financial Times reports that Jon Moulton, the
private equity owner of City Link, which collapsed on Christmas
Eve, told MPs the decision to close the business with the loss of
nearly 3,000 jobs was made with "all the enthusiasm of a man
reviewing the details of his own hanging."

Mr. Moulton, the founder of City Link's parent company Better
Capital, told MPs on Jan. 27 that he sincerely regretted the
failure of the company, on which Better Capital lost GBP20
million, the FT relates.  The decision to close City Link was
taken after its management presented a business case just before
Christmas that showed the firm had lost GBP3 million in
December -- its busiest month, the FT relays.

City Link appointed Ernst & Young as administrators on Dec. 24
but employees only found out through the media on Christmas Day,
the FT recounts.  More than 2,700 staff lost their jobs,
prompting a political outcry over the timing of the closure, the
FT discloses.

According to the FT, Mr. Moulton told a joint hearing of the
Business and Scottish select committees that Better Capital had
informed the government's business department on Dec. 23 that it
was likely to go into administration, but decided to make the
formal move on Dec. 26 "as a less evil thing to do" -- a comment
which prompted snorts of derision from MPs.

In an at-times heated exchange, the private equity veteran, as
cited by the FT, said the company looked very closely at a range
of options in the last few months of 2014, including a sale or
refinancing, but the business went "downhill very rapidly".

"The final legs ran out when the last buyer ceased to be on the
table and the last refinancing ran out.  That was the 22nd of
December," the FT quotes Mr. Moulton as saying.

City Link was a Coventry-based parcels delivery company.


EMBASSY WINE: Wound Up For Delivering Empty Promises
----------------------------------------------------
Embassy Wine (UK) Ltd, which claimed it was 'a fine wine broker',
was wound up in the High Court on Dec. 3, 2014, following an
investigation by the Insolvency Service.

Embassy Wine (UK) Ltd, incorporated in June 2011, claimed on its
now defunct website, www.embassywineuk.com, that:

   * It was an expert within the wine industry

   * That investors could see 30% returns on individual bottles
     purchased

   * The company offered a diverse portfolio of wines for
     purchase, storage and onward sale on behalf of its
     customers.

The court found that those claims were baseless, and that the
company had failed to pay promised returns to customers who had
paid the company directly for wine or who had transferred their
wine portfolios to be managed and sold on by the company.

The company also took in substantial deposits from customers, on
the false basis that those deposits were required to lodge wines
in bonded warehouses or upfront fees in order to sell on wine
portfolios. No deposits and no upfront fees had been returned to
any known customers. In a number of instances customers,
including a 94 year old victim at the time of his dealings with
the company, had paid over sums of over oe30,000 to the company.

The court found that the company had substantively been run for
the benefit of its sole director, Jonothan (sic) Piper, who
treated company bank accounts as effectively his own personal
accounts. Mr. Piper had no previous experience in the wine
industry, having been a labourer. Mr Piper failed to provide any
meaningful co-operation with the investigators, and was found to
have lied to investigators in respect of a number of matters,
including as to how many company bank accounts there had been.

Giving judgment, Registrar Jones stated that the grounds in the
Secretary of State's petition for seeking to wind up the company
were fully justified, and on that basis the company was
compulsorily wound up.

The petition to wind up the company was presented in the High
Court on 3 October 2014 under the provisions of section 124A of
the Insolvency Act 1986 following confidential enquiries by
Company Investigations under section 447 of the Companies Act
1985, as amended.


HEREFORD UNITED: Mitzi Mace Investigates Liquidation
----------------------------------------------------
Ian Morgan at Worcester News reports that the directors of
Hereford United Football Club will have to provide details of
what led to the club's liquidation.

The official receiver dealing with the case is Bristol-based
Mitzi Mace, who is also the liquidator, according to Worcester
News.

The report notes that more than 90 years of football at Edgar
Street came to an end just before Christmas when cash-strapped
Hereford United were wound up at the Royal Courts of Justice over
unpaid debts.

Owner and Chairman Andy Lonsdale had promised to invest GBP1
million into Hereford United but he did not arrive at the
hearing, claiming he was stuck in traffic, the report relates.

"Some assets -- mainly chairs and tables -- have been recovered
but they are not likely to generate much," the report quoted
Insolvency Service Media Manager Ade Daramy as saying.

"At this stage, it does not appear there is much that can be
auctioned," Mr. Daramy said, the report relays.

Mr. Daramy added: "The directors of the limited company have been
contacted and they will be coming in to provide details of what
led to the company's liquidation and related matters."

Hereford United Football Club is an English association football
club based in the city of Hereford.  The club currently plays in
the Southern League Premier Division, the seventh tier of English
football.


MACLAY GROUP: East Port Bar Not Under Threat Amid Administration
----------------------------------------------------------------
Dunfermline Press reports that Dunfermlines's East Port Bar is
not under threat after the company that owns the city-centre pub
went into administration.

The Alloa-based Maclay Group, which employs more than 500 staff,
had been in business since 1830 and owns 15 pubs across central
Scotland.

They called in administrators EY following an "unexpected funding
requirement" and the administrators say that the "underlying
business is strong," according to Dunfermline Press.

The report notes that a spokesman for EY told the Press, "It's
business as usual just now.  We have taken over trading of
business and will stay in charge until the exit of
administration.

"It's a going concern and we are seeking buyers.  All staff have
been notified but they will continue to work as normal.

"The patrons don't have to worry about it closing or anything
like that.  We have had some interest in the business as a whole
but not specifically for any one pub.  It's a good reputable name
that is attracting significant interest," the spokesman added.


MAMAS & PAPAS: To Close Some Stores; 15 Jobs Affected
-----------------------------------------------------
Chris Pyke at Wales Online reports that Mamas & Papas has
announced that a number of their stores across the country are to
close, including the Swansea shop.

The Swansea branch of Mamas & Papas, in Fforestfach Retail Park,
will close on February 15 and 15 jobs will be lost at the store,
Wales Online discloses.

According to Wales Online, a company's spokesman told the South
Wales Evening Post: "Following the approval of the Company
Voluntary Arrangement (CVA) in September, we have held talks with
landlords about some of our stores."

"Unfortunately, we have been unable to agree terms which would
ensure the long term viability of our Swansea store.

"As a result, we will be exiting this store on February 15.

"In the meantime, the store will continue to trade as normal."

Mamas & Papas is a baby goods chain-based in Reading.


TESCO PLC: To Close Unprofitable Shops; 2,000 Jobs at Risk
----------------------------------------------------------
Mehreen Khan at The Telegraph reports that Tesco Plc has
announced the location of the unprofitable shops to close as part
of the company's wide-ranging cost-cutting measures.

According to The Telegraph, the supermarket informed staff at 43
stores across England, Wales and Northern Ireland, that are due
to close their doors for good.

Up to 2,000 workers are due to be affected by the closures, which
will include seven superstores including those in Doncaster and
Belfast, and six of its DIY Homeplus outlets in areas like
Southampton and Edinburgh, The Telegraph discloses.

Smaller convenience outlets including 18 Tesco Express and 12
Metro supermarkets will also be getting the chop, The Telegraph
notes.

Metro and Superstores will be shutting on April 4, while the
Express and Homeplus stores will have their last trading day on
March 15, The Telegraph states.

The decision comes after new chief executive Dave Lewis announced
a series of drastic measures to turnaround the company's fortunes
after a disastrous 2014, The Telegraph relates.

As part of the plans, Tesco will also close its headquarters in
Cheshunt, Hertfordshire and end its defined benefit pension
scheme, The Telegraph says.

Tesco will also shelve plans to open 49 new UK shops, The
Telegraph, The Telegraph relays.

Tesco PLC is a multinational grocery and general merchandise
retailer headquartered in Cheshunt, Hertfordshire, England,
United Kingdom.


TYCOON MEDIA: High Court Winds Up Firm Over False Claims
--------------------------------------------------------
Tycoon Media Limited, a Manchester based company, which claimed
to offer a hotel listings service, has been wound up by the High
Court for misleading customers and failing to provide services to
clients.

The winding up on January 9, follows an investigation by Company
Investigations of the Insolvency Service.

The Investigation found that the company, trading under the names
"Seek & Sleep" and "Seek & Dine", charged customers a monthly fee
of between GBP29.99 plus VAT and GBP49.99 plus VAT to list their
hotel or bed and breakfast business on its online booking agency.
The company falsely claimed to offer a money-back refund
guarantee of the monthly fee if the client did not get at least
one booking per month. No such refunds appear to have been made.

The Insolvency Service investigation also found many other
examples of misconduct by the company including failing to
provide the pre-paid service, taking unauthorised payments from
clients, failing to make good on refunds due to clients, failing
to maintain adequate accounting records and trading whilst
insolvent.

Clients who provided information to the investigators stated they
did not receive any bookings nor a refund of the monthly fee
paid.

Commenting on the case, Alex Deane, an Investigation Supervisor
with the Insolvency Service, said:

   * This company operated with flagrant disregard for the
     general rules of running a business and failed to co-operate
     fully with the investigation.

   * The company consistently failed to provide the services it
     offered, purporting to be the 'UK's fastest growing
     accommodation portal', when in fact its customer base was
     minimal and remained as such throughout its trading period.

   * Those responsible for such companies should be aware that
     the Insolvency Service can and will take firm action against
     companies which operate in this manner and put them out of
     service.

Tycoon Media Limited was incorporated on Jan. 6, 2011. The
registered office is Peter House, Oxford Street, Manchester, M1
5AN, although the company has not been resident at this address
since February 2013. The sole director of TML is Anthony John
Tomlinson.

The petition to wind-up TML was presented under s124A of the
Insolvency Act 1986 on Nov. 7, 2014. The company was wound-up on
Jan. 9, 2015. Company Investigations, part of the Insolvency
Service, uses powers under the Companies Act 1985 to conduct
confidential fact-finding investigations into the activities of
live limited companies in the UK on behalf of the Secretary of
State for Business, Innovation & Skills (BIS).


VIRGIN MEDIA: UPC Ireland Buyout No Rating Impact, Fitch Says
-------------------------------------------------------------
Fitch Ratings says it does not expect any impact on Virgin
Media's Issue Default Rating (IDR) of 'B+' (Outlook Stable), or
on the group's debt ratings following its acquisition of UPC
Ireland.  The acquisition is proposed as part of a corporate
reorganization of parent company Liberty Global Inc's European
businesses.

The acquisition of UPC Ireland will add roughly 8% to Virgin
Media's consolidated operating cash flow (EBITDA) on a last 12
months (LTM) to September 2014 basis, with the Irish business
accounting for approximately 7.3% of the enlarged group, post
transaction.

Fitch considers the cultural similarities of the UK's and Irish
Republic's cable markets provide strategic sense for the
acquisition, and the strong margin of the Irish business (LTM
September 2014 EBITDA margin of 48.3%) is accretive to the
enlarged business.

Excluding the acquisition, Fitch estimates net debt/EBITDA, at
end-September 2014, prior to the acquisition, at 4.7x.  Including
the acquisition, the figure is estimated at 4.9x.  Virgin Media's
funds from operations (FFO) adjusted net debt/EBITDA (the measure
more closely monitored by Fitch) is little different from the
unadjusted metric given a low level of operating lease expenses
and cash taxes.  The post-acquisition FFO adjusted net
debt/EBITDA is therefore expected to remain within our current
downgrade guideline of 5.5x.

Fitch expects the strongly cash generative nature of the UK
business and the accretive margin profile of the Irish business
to allow leverage to reduce following the acquisition.

UPC Ireland is the Irish Republic's main cable operator; its
network passes approximately 750,000 two-way homes (approximately
47% of Irish homes).  As of end-September 2014 the company had
over 520,000 unique customer relationships, with an average of
2.12 services per subscriber.  The number of services/subscriber
metric is fairly mature by European cable standards and in
Fitch's view provides less scope for revenue growth than in
markets such as Germany or some of Liberty Global's CEE markets.

The Republic of Ireland is a competitive telecoms market, with
incumbent telecom, eircom, investing heavily in fibre and
currently the only provider offering quad-play services.
Vodafone has ambitious fibre plans, while UK satellite operator,
Sky, has a strong pay-TV presence and is offering triple-play
services through wholesale arrangements with the incumbent.  UPC
Ireland will be in a position to offer quad-play later in 2015
following the virtual mobile operator agreement signed with
Three.

Fitch considers potential exists for procurement synergies and
other operating efficiencies for the combined Virgin Media/UPC
Ireland -- particularly in areas such as programming and
equipment sourcing.  These should in, the agency's view, benefit
from the cultural similarities between the UK and Ireland.


VIRIDIAN GROUP: Fitch Puts 'BB-' IDR on CreditWatch Negative
------------------------------------------------------------
Fitch Ratings has placed UK-based Viridian Group Investments
Limited's (VGIL) Long-term Issuer Default Rating (IDR) of 'BB-'
on Rating Watch Negative (RWN).

The RWN reflects the prospective refinancing of Viridian Group
Fundco II Limited's (VGFII) senior secured notes, and Viridian
Group Limited's (VGL) and Viridian Power and Energy Holdings
Limited's (VPEHL) super senior revolving credit facilities
(RCFs), which we expect to be repaid in full.  On resolving the
RWN, Fitch expects to downgrade the IDR to 'B+'.

Fitch has also assigned expected ratings of 'B+(EXP)'/'RR4' to
VGFII's proposed senior secured notes and 'BB+(EXP)'/RR1' to
VGL's and VPEHL's proposed super senior RCFs.  These notes and
RCFs will be issued for the refinancing exercise and include
weaker proposed covenants compared with the existing capital
structure.  The assignment of the final ratings is contingent on
the receipt of final documents conforming to information already
reviewed.

If completed, the refinancing will increase VGIL's funds from
operations (FFO)-adjusted net leverage to just under 5x initially
and around 4.2x on average for FY15-FY18 (financial year end
March), but will likely improve coverage to over 2x.  Although
Fitch expects leverage to eventually improve towards its 'BB-'
rating guideline of 4x by FYE17 due to positive free cash flow
(FCF) generation, this is subject to investments in renewable
assets, uncertainty of growth in customer energy supply and the
trading environment for its power generation segment.

The 'BB' rating on VGFII's existing senior secured notes and
'BB+' ratings on VGL's and VPEHL's existing super senior secured
RCFs are affirmed as these bonds are expected to be repaid if the
refinancing goes ahead.

The proposed refinancing and notes issue proceeds will be used to
redeem the existing senior secured notes (due 2017) and super
senior RCFs (due 2016).  Proceeds will also be used to pay down
some of the subordinated shareholder loan, which is currently
classified as an equity-like PIK instrument by Fitch, and is thus
not included in debt-based metrics for the restricted group.  In
turn the proceeds from the repayment of the shareholder loan are
expected to be used to part repay junior debt obligations outside
the restricted group.

KEY RATING DRIVERS

High Forecast Leverage

Fitch expects VGIL's FFO-adjusted net leverage to peak at just
under 5x in FY15, compared with 3.6x in FY14, before declining to
around 4.0x in FY17.  The immediate increase in leverage is due
to the issue of senior secured notes to redeem the existing
senior secured notes (due 2017), to part repay the non-restricted
group's PIK and to fund refinancing costs.  The deleveraging that
we expect to follow will be supported by projected positive FCF
after FY15.  Fitch has assumed no dividends will be paid until
the restricted payment clause of consolidated net debt/EBITDA of
3.5x is achieved.

Interest cover is forecast to improve to around 2.1x in FY15 from
1.8x in FY14 and remain above the current rating guideline of 2x.
This is due to a lower forecast cost of debt compared with
previous debt instruments.

Weak Business Risk Profile

While VGIL's ratings are supported by predictable earnings from
its regulated and quasi-regulated activities, its business risk
profile is offset by a light and concentrated asset base,
potential regulatory risk and increasing competition in retail
operations.  Considering our business risk assessment, Fitch
views the expected leverage as a key rating constraint.

VGIL's regulated retail supply and power procurement businesses
generated about 30% of EBITDA in FY14, although regulation for
this sector is not comparable with that of transmission or
distribution networks.  VGIL's quasi-regulated earnings, which
represented another 23% of EBITDA for FY14, are supported by
capacity payments for its combined cycle gas turbine (CCGT)
plants.

At the same time the business risk profile is restricted by its
two CCGTs of limited generation size, which are currently
operating at low or close to zero per cent constrained
utilization as a result of low spark spreads and their mid-to-low
merit order. Fitch notes low downside risk in the generation
segment given low utilization levels and the support from the
capacity payments. Regulatory risk stems from the changes that
are being considered to the wholesale electricity trading market
and capacity payment calculation.  The retail operations are
under pressure from increased market competition.

Varying Recovery Expectations

The proposed senior secured notes will be subordinated to the
GBP225m super senior RCF, which constitutes a cash facility of up
to GBP100m and a letter of credit facility.  The notes will also
be subordinated to a maximum GBP70m of hedging liabilities, which
have first priority ranking over the security.  The expected
rating of the RCF is notched up three levels from the post-
refinancing IDR, while the proposed senior secured bond is rated
at the same level as the post-refinancing IDR, given average
recovery prospects.  The asset profile of VGIL is light and
unique relative to other utilities, with mostly contractual
revenue streams in place.

Weaker Covenant Package

VGIL's prospective bondholders benefit from share pledges and
guarantees from restricted group companies, and from fixed and
floating charges over certain assets.  Bondholders also benefit
from a limitation of indebtedness test with a fixed charge
coverage of 2x and a senior secured leverage test of 4x, up from
3x in the previous notes, with a higher carve out totaling
GBP50m. Viridian is also allowed by the bond documentation to
make GBP70m of investments in renewable assets, which may be
debt-funded.  The company can exceed 4x debt incurrence by
drawing on the prospective RCF or issuing senior unsecured notes.

LIQUIDITY AND DEBT STRUCTURE

Liquidity is adequate as following the refinancing debt
maturities are expected to be extended to at least 2020.
Liquidity is further supported by positive projected free cash
flow (FCF) after FY15 and a fully undrawn RCF.

RATING SENSITIVITIES

The resolution of the RWN is contingent on the outcome of the
refinancing exercise.  The final ratings of the bonds are
contingent on the proposed refinancing taking place and the final
terms conforming with those already reviewed.

Positive: An upgrade of the current IDR is not expected.
However, if expected FFO adjusted net leverage decreases below 4x
on a sustained basis, this could be positive for the ratings.

Negative: The proposed refinancing when completed, plus a FFO-
adjusted net leverage of above 4x, will likely lead to a
downgrade of the IDR to 'B+'.  At that IDR level, further
weakening of expected FFO adjusted net leverage to above 5x on a
sustained basis would be negative for the ratings.


VIRIDIAN GROUP: Moody's Assigns (P)B2 Rating to EUR600MM Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2 rating
to EUR600 million (c. GBP468 million) of new Senior Secured Notes
due 2020 (the Notes) to be issued by Viridian Group FundCo II
Limited (the Issuer), with a loss given default (LGD) assessment
of LGD4, and a provisional (P)Ba1 rating to a new GBP225 million
super senior revolving credit facility (RCF) with an LGD
assessment of LGD1 borrowed by Viridian Group Limited.
Concurrently, Moody's has affirmed the B1 corporate family rating
(CFR) and B1-PD probability of default rating (PDR) of the
restricted group of companies (Restricted Group) owned by
Viridian Group Investments Limited (VGIL, and collectively
referred to as Viridian). The outlook on all ratings is stable.

This rating action follows the announcement by Viridian of its
proposed refinancing. The proceeds of the Notes will be used to
redeem the c. GBP320 million of outstanding senior secured notes,
which fall due in April 2017, and to pay costs associated with
the redemption. The excess proceeds would be used to repay a
portion of the subordinated shareholder loan provided by the
parent of VGIL, Viridian Group Holdings Limited (VGHL), which is
not part of the Restricted Group. In turn, the proceeds from the
part-repayment of the shareholder loan would be used to
extinguish a part of the junior debt obligations of VGHL, which
Moody's does not rate.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, Moody's will endeavor to
assign definitive ratings to the Notes and the RCF. A definitive
rating may differ from a provisional rating. Moody's will
withdraw the ratings of the existing Notes and RCF after they
have been repaid.

Ratings Rationale

The provisional rating of the Notes, in line with the B2 rating
of the existing senior secured notes, and affirmation of the B1
CFR takes into account that the reduction in cash interest from
the lower coupon of the Notes will result in an improvement in
interest coverage ratio but also that the refinancing would
result in an increase in financial leverage (measured by Net Debt
to EBITDA) of the Restricted Group to circa 5.0x from the current
position of closer to 4.0x.

Viridian's B1 CFR positively reflects the group's earnings
diversity across its businesses, including capacity payments for
power generation assets, price-regulated electricity supply in
Northern Ireland, unregulated energy supply and a portfolio of
contracted wind farm output.

However, the company's credit profile is constrained by (1) its
high financial leverage, which would increase following
completion of the refinancing, (2) the expected significant
short-term increase in (mainly debt-funded) capital expenditure
to grow the portfolio of owned operational onshore wind assets;
(3) the uncertainty about the future profitability of its core
businesses resulting from a potential re-design of the Irish
Single Electricity Market (SEM), which is required to enable
market coupling with the UK and is due to be implemented by the
end of 2017; (4) the limited owned assets supporting its market
activities and concentration risk at the Huntstown site; and (5)
the expected gradual decrease in the contribution to earnings
from price-regulated businesses in Northern Ireland.

The proposed new financing structure would allow for an increase
in investments in the renewable energy business to the greater of
GBP70 million or 6% of total assets, almost double the GBP40
million permitted under the terms of the existing Notes. The
rating agency considers that the resultant increase in the scale
of owned assets is likely in time to result in an improvement in
Viridian's business risk profile. However, Moody's considers that
the significant scale of the proposed investment programme is
likely to result in incremental risk for Viridian in the short
term.

Viridian's intention is to use project finance debt facilities to
finance the majority of the growth in this business. While
project finance lenders will have limited recourse to the
Restricted Group, the investments would result in an increase in
the level of debt which the consolidated group is required to
service.

The Group's adequate liquidity post-refinancing would be provided
by the cash flow generation of its core businesses, supported by
a new GBP225 million RCF which allows up to GBP100 million of
cash to be drawn but also provides letters of credit necessary
for the Group to support its operations in the SEM. Moody's also
expects the Group to retain a comfortable cash position upon
refinancing the business, as GBP68 million of cash and liquid
investments is expected to be available on the balance sheet
prior to the transaction.

The terms of the proposed new Notes provide creditor protection
in a similar form to that provided by the terms of the existing
notes. This would include restrictions on additional
indebtedness, subject to a number of debt incurrence tests and a
limitation on the payment of dividends and other restricted
payments. Carve-outs allow a limited amount of additional
indebtedness and dividends, should certain leverage tests be met.

The provisional (P)B2 rating of the Notes reflects the fact that
they would effectively be subordinated to (1) the new GBP225
million RCF, (2) a maximum GBP70 million of commodity hedging
liabilities and an uncapped amount of interest rate and foreign
exchange hedging, which have priority of claim over the shared
collateral.

The provisional (P)Ba1 rating of the proposed RCF reflects its
super senior priority of claim upon enforcement of the shared
collateral.

Rating Outlook

The stable outlook reflects Moody's expectation that the issuer
will maintain financial metrics in line with the guidance for its
B1 CFR: FFO interest coverage ratio comfortably above 2x, FFO/
net debt above 10%, and net debt/EBITDA trending below 4.5x by
2017.

What Could Change the Rating -- Up

Given the high level of leverage and the material investment
programme, Moody's consider that upward pressure on the ratings
is unlikely to arise in the short term.

What Could Change the Rating -- Down

Conversely, downward pressure could arise in the event of (1) an
adverse outcome from the I-SEM review or serious technical
problems, which impacted on Huntstown's ability to receive
capacity payments; (2) unexpected difficulties in relation to the
onshore wind build-out including cost overruns; (3) significant
loss of market share as the supply business in Northern Ireland
continues to be deregulated; (4) weaker than expected retail
margins in the growing domestic retail business in the Republic
of Ireland; and (5) a shift in financial strategy, such that it
became materially more equity-friendly (through enhanced
dividends or investments) than the current management plan.

Principal Methodology

The methodologies used in these ratings were Unregulated
Utilities and Unregulated Power Companies published in October
2014, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.



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


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 240 pages
List Price: $34.95
Review by David Henderson
Order your personal copy today at http://is.gd/1GZnJk

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe. If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days. Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into
the drink, and even the ride never lasts forever. There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of
postWorld War II American capitalism. Covering the period from
the end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline. Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets. He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s. There is
something about an expansive market that attracts and creates
Masters of the Universe. The Greek called it hubris.
The author tells a good joke to illustrate the successes and
failures of the period. It seems the young son of a
Conglomerateur brings home a stray mongrel dog. His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
149mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000. The
father is proudly flabbergasted, "You mean you found some fool
with that much money who paid you for that dog?" "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy." Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil. This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history. The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat. The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999. He was a prolific
chronicler of American business life, writing or editing more
than 50 books and hundreds of articles and corporate profiles. He
was a professor of business history at Hofstra University for 43
years and he had a Ph.D. from NYU.

                            *********

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 2015.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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                 * * * End of Transmission * * *