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

                           E U R O P E

           Wednesday, March 4, 2015, Vol. 16, No. 44

                            Headlines

B U L G A R I A

ALPHA CAPITAL: Wants to Declare Own Insolvency


C Y P R U S

SONGA OFFSHORE: S&P Affirms, Then Withdraws 'B-' CCR


F R A N C E

BANQUE PSA: Moody's Raises Standalone BFSR to 'D+'
RIVOLI - PAN EUROPE 1: Fitch Affirms CCC Rating on Cl. C Notes


G E R M A N Y

HIGHTEX GROUP: In Critical Financial Situation; Insolvency Looms
TELE COLUMBUS: Moody's Assigns Definitive B2 CFR; Outlook Stable


G R E E C E

GREECE: To Receive Financing From EBRD Through 2020


I R E L A N D

WILLOW NO.2: S&P Lowers Rating on Series 31 Notes to 'BB-'


I T A L Y

FCA BANK: Moody's Assigns 'D' Standalone BFSR; Outlook Stable


K A Z A K H S T A N

BANK CENTERCREDIT: Fitch Affirms 'B' LT Issuer Default Ratings


L U X E M B O U R G

GATEWAY IV: Moody's Lifts Rating on EUR14MM Class E Notes to Ba1


N E T H E R L A N D S

DALRADIAN EUROPEAN III: Moody's Affirms B1 Rating on Cl. E Notes
GOODYEAR DUNLOP: Fitch Raises Issuer Default Rating to 'BB-'
UNIFY HOLDINGS: Moody's Affirms 'Caa1' CFR; Outlook Negative


P O L A N D

DOLNOSLASKIE SUROWC: Declared Bankrupt by Warsaw Court


R O M A N I A

TEN AIRWAYS: Files for Insolvency Protection in Bucharest


R U S S I A

RED & BLACK: Moody's Lowers Rating on Class C Notes to Ba3
SBERBANK JSC: Moody's Lowers Long-Term Deposit Ratings to Ba3


S P A I N

BANCO DE INVESTIMENTO: Moody's Affirms Ba1 Mortgage Bonds Rating
BANCO POPULAR ESPANOL: Fitch Affirms 'BB+' Issuer Default Rating
BBVA LEASING 1: Fitch Affirms 'Csf' Rating on Class C Notes
CAMPOFRIO FOOD: Moody's Affirms 'Ba3' CFR; Outlook Stable
HULLERA VASCO: Starts Pre-Insolvency Talks


S W E D E N

NORDEA BANK: Moody's Rates Tier 1 Securities 'Ba1(hyb)'


T U R K E Y

NYKREDIT REALKREDIT: Fitch Assigns BB+ Rating to Tier I Notes


U K R A I N E

MHP SA: Faces Uncertainty on Eurobond Refinancing, Moody's Says
OSTCHEM: Delayed Court Hearings on Debts Cause Large State Losses


U N I T E D   K I N G D O M

BOSTON PRIME: Rollings Oliver Appointed Special Administrators
CO-OPERATIVE BANK: Chief Operating Officer Steps Down
EA BIRD & SONS: Goes Into Voluntary Liquidation
HSS FINANCING: S&P Hikes Corp Credit Rating to BB-, Outlook Pos.
LQD MARKETS: Administrators Tell Clients to Send Claims Via Email

PROSERV GLOBAL: Moody's Assigns 'B3' CFR; Outlook Negative
PUNCH TAVERNS: Appoints Duncan Garrood as New Chief Executive
SAHARA GROSVENOR: In Administration, Puts Hotel Up for Sale
SBV FABRICATION: Tata Steel Contract Dispute Spurs Administration


                            *********


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B U L G A R I A
===============


ALPHA CAPITAL: Wants to Declare Own Insolvency
----------------------------------------------
Focus Information Agency reports that Alpha Capital, the biggest
shareholder of Petrol Holding and the biggest borrower from
Corporate Commercial Bank, wants to declare insolvency. This
information transpired in a document in the Trade Register, the
report says.

Alpha Capital owns 28.85% of Petrol's shares. Alpha Capital was
established in 2013 by companies related to Corporate Commercial
Bank, Focus Information Agency discloses, citing Capital Daily.



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


SONGA OFFSHORE: S&P Affirms, Then Withdraws 'B-' CCR
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Cyprus-based mid-water oil and gas driller Songa
Offshore SE.  S&P subsequently withdrew the rating at the
issuer's request.

The affirmation follows Songa's successful finalization of the
financing of its last Category D rigs in October 2014.  The
financing consists of a revolving predelivery facility of
US$90 million per rig and a postdelivery facility of US$550
million per rig.  S&P revised its assessment of Songa's
management and governance's to "fair" from "weak" to reflect the
stability of the current management team.  The affirmation also
follows Songa's recently published preliminary full results which
show operating and financial performance in line with S&P's base-
case scenario.



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


BANQUE PSA: Moody's Raises Standalone BFSR to 'D+'
--------------------------------------------------
Moody's Investors Service upgraded Banque PSA Finance (BPF)'s
standalone bank financial strength rating to D+ from D,
equivalent to a baseline credit assessment (BCA) of ba1 from ba2.
Moody's has also upgraded the bank's long-term debt and deposit
ratings to Baa3 from Ba1, and its short-term debt and deposit
ratings to P-3 from Not Prime.  The outlook on the BFSR is now
stable and the outlook on the long-term ratings is negative.

Furthermore, Moody's has upgraded the backed long-term debt
ratings of BPF's subsidiary, Peugeot Finance International N.V.
(PFI), to (P)Baa3, negative outlook, from (P)Ba1 and its short-
term debt ratings to (P)P-3 from (P)Not Prime.

These actions, reflecting the inherent credit linkages within the
group, follow the upgrade of BPF's parent Peugeot S.A. (PSA; Ba3,
stable).  For further details on PSA's rating action, please
refer to the press release "Moody's upgrades PSA's ratings to
Ba3; outlook stable", published on Feb. 19 2015.

The EUR1.5 billion government-guaranteed senior unsecured debt
securities are unaffected by the rating actions and remain rated
Aa1, negative.  Please refer to the end of this press release for
a list of affected ratings.

Moody's upgrade of BPF's BFSR to D+, following the upgrade of
PSA's rating, takes into account the fact that the bank's
creditworthiness is stronger than that of its parent.  Hence, its
ba1 BCA is positioned two notches above PSA's Ba3 senior debt
rating.  Nevertheless, Moody's believes that the bank's strong
credit linkages to PSA -- intricate strategic, commercial and
financial ties -- continue to constrain BPF's standalone BCA.
Moody's revised the outlook on BPF's BFSR to stable as a result
of the change in the outlook of PSA's rating, which is now
stable.

Moody's has also upgraded BPF's long-term debt and deposit
ratings to Baa3 from Ba1.  Nonetheless, Moody's has revised the
outlook on long-term ratings to negative from stable, which
reflects the credit-negative impact of the adoption by the
European Union of a regulatory framework, the Bank Recovery and
Resolution Directive (BRRD), which constrains public support and
thus has a negative bearing on Moody's support assumptions for
banks.

On Feb. 2, 2015, PSA announced that BPF and Santander Consumer
Finance (Santander CF, Baa1 stable, BFSR C- stable/BCA baa2) had
obtained the regulatory approvals to set up local partnerships in
France and the United Kingdom.  These first two partnerships
represent 53% of outstanding loans concerned by the agreement
signed on July 10, 2014.  In total, ten joint-ventures and one
commercial partnership in Europe will be set up by the beginning
of 2016.  Moody's believes that the partnership with Santander CF
is credit positive.  Moody's will later assess the relative
positioning of BPF's debtholders versus creditors of the local
partnerships, as well as the evolving geographical exposures of
the bank's various creditors.

An upgrade of PSA's long-term ratings could possibly result in a
similar rating action on BPF's standalone BFSR, which would, in
turn, likely exert upward pressure on the bank's long-term
ratings.

An upgrade of BPF's standalone BFSR and long-term ratings could
also occur if (1) the stresses associated with the bank's
intrinsic credit links with its industrial parent are alleviated
thanks to the transaction with Santander CF; and (2) BPF's
financial performance improves.

A downgrade of BPF's standalone BFSR would likely occur if PSA's
rating was downgraded.

The long-term ratings of BPF could be downgraded as a result of a
lower probability of systemic support available to BPF in the
future in the context of the implementation of the new regulatory
framework on bank recovery and resolution in the European Union.

List of Affected Ratings:

The following ratings of BPF and related entities were affected
by the rating actions:

- BPF's standalone BFSR was upgraded to D+/ba1 from D/ba2 and
   its outlook was revised to stable

- BPF's long-term debt and deposit ratings were upgraded to Baa3
   from Ba1 and their outlook was revised to negative

- BPF's short-term debt and deposit ratings were upgraded to
   Prime-3 from Not Prime

- Peugeot Finance International N.V. (PFI)'s backed long-term
   senior unsecured rating was upgraded to (P)Baa3 from (P)Ba1
   and its outlook was revised to negative

- PFI's short-term debt ratings were upgraded to (P)Prime-3 from
   (P)Not Prime

- Sofira SNC's short-term ratings upgraded to Prime-3 from Not
   Prime

The principal methodology used in these ratings was Global
Banking published in July 2014.


RIVOLI - PAN EUROPE 1: Fitch Affirms CCC Rating on Cl. C Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Rivoli - Pan Europe 1 Plc's floating-
rate notes due 2018 as follows:

  EUR54.9 million Class A (XS0278734644) affirmed at 'BBBsf';
  Outlook Negative

  EUR42.8 million Class B (XS0278739874) affirmed at 'Bsf';
  Outlook Negative

  EUR23.6 million Class C (XS0278741771) affirmed at 'CCCsf';
  Recovery Estimate (RE) 10%

The transaction is originally a securitization of five loans
secured by office, retail and industrial properties located in
France, Spain and the Netherlands. Three loans have since repaid,
in full, with the most recent being the EUR100 million Santa
Hortensia loan at the August 2014 interest payment date with all
proceeds being applied to the class A notes after the transaction
switched to sequential pay down.

KEY RATING DRIVERS

The affirmation of the notes reflects the remaining two loans --
EUR55.6 million Blue Yonder and EUR65.7 million Rive Defense --
performing to expectations and improved credit quality following
the sequential allocation of proceeds from the Santa Hortensia
loan. The Negative Outlook reflects the transaction's exposure to
continued uncertainty and volatility of the Paris secondary
office market.

The Rive Defense loan (a 50% syndication of a larger facility)
remains in special servicing and following the plan approved by
the courts on exit from safeguard. The loan is secured by a
47,346 sqm office property located to the north-west of La
Defense, Paris. The property is currently 94% occupied; however,
the tenant, SFR/Vivendi, has the option to vacate the premises in
two stages, firstly 22% of the occupied area in 2015 and the
remainder in 2018.

Loan repayment centers on the borrower's ability to secure new
tenants and given the secondary location and difficult market
conditions Fitch would expect this to be challenging. Importantly
the three years until the tenant's final lease break, and low
prevailing interest rates, give the borrower the time and excess
rental income to re-position the asset and we would expect signs
of progress prior to the loan's extended maturity in July 2016.

The Blue Yonder loan amortized by EUR4.3 million since the last
rating action in March 2014. The loan is secured on seven
office / industrial buildings located at Schiphol Airport
(Amsterdam) and held on leaseholds (or similar) expiring between
2017 (for the most significant asset) and 2040.

Fitch considered the worst case scenario in which the tenant
KFL/Royal Dutch Airlines vacates the premises either upon expiry
of the occupational lease in 2018 or upon defaulting. With little
additional credit to income warranted given the ground lease
structure, this would likely lead to significant losses on the
class C notes.

RATING SENSITIVITIES

Fitch estimates 'Bsf' recoveries of EUR107m.

Failure to secure new tenants for Rive Defense by extended loan
maturity may result in a downgrade.



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


HIGHTEX GROUP: In Critical Financial Situation; Insolvency Looms
-----------------------------------------------------------------
Grant Prior at Construction Enquirer reports that roofing
specialist Hightex Group is heading for insolvency as the firm
admitted it was in a "critical financial situation."

The firm ran into financial trouble following problems on two
contracts at the 2014 World Cup in Brazil, the report says.

According to the report, the Brazil contracts were run by
Hightex's German arm which is now being bought by an Austrian
rival following a financial restructuring.

"A decisive factor in the creation of this critical financial
situation for Hightex GmbH was the misappropriation of funds
totalling 3.3 million Euros by the managers of the Brazilian
joint venture company in connection with the construction of two
stadia for the FIFA 2014 World Cup," the report quotes Hightex as
saying.

The firm has also failed to win any work on the 2018 World Cup in
Russia, Construction Enquirer relates.

Construction Enquirer reports that Hightex confirmed on March 2:
"It is now clear that no funds from Hightex GmbH will flow to
Hightex Group plc, which is therefore in a critical financial
situation.

"The directors have concluded that an insolvency procedure should
be commenced immediately and details will be confirmed as soon as
practicable."

Hightex Group plc is the holding company. The Company, through
its subsidiaries, is engaged in the design, production and
installation of polymer membrane tensile structures, and the
exploitation of intellectual property applications in the field
of solar energy and related areas. The Company's principal
operating subsidiary, Hightex International (HTI) AG (HTI) and
its subsidiary undertakings are involved in the design,
production and installation of polymer membrane structures for
use by architects and structural engineers. The Company's
subsidiary, Pizaul AG, owns intellectual property rights, which
are focused on applications in the generation of solar energy,
solar cooling and the prevention of heat from entering homes,
offices and other structures. The Company operates in Europe,
Asia, United States, Africa and Australia.


TELE COLUMBUS: Moody's Assigns Definitive B2 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a definitive B2 corporate
family rating and a B3-PD probability of default rating to Tele
Columbus AG.  At the same time, Moody's assigned a definitive B2
rating to the company's EUR500 million senior credit facilities,
consisting of a EUR375 million A facility due 2021, a EUR75
million B/Capex facility due 2020 and a EUR50 million RCF,
initially due in 2020 with extension option.  The rating outlook
is stable.

The rating action follows the company's successful IPO in January
2015, which raised EUR367 million in gross proceeds and the
recent finalization of the documentation for the rated credit
facilities.

Moody's definitive ratings for the CFR and the senior secured
loans are in line with the provisional ratings assigned on Oct.
6, 2014.  Moody's rating rationale was set out in a press release
on that date.  Higher than initially expected proceeds from the
IPO have bolstered the company's cash position and provide it
with additional flexibility for growth capex and acquisitions.
The final terms of the rated bank debt did not differ materially
from the drafts reviewed for the provisional instrument rating
assignments.

The stable rating outlook reflects the solid positioning in the
B2 category and Moody's expectation that Tele Columbus can
execute on its stated strategy and manage its growth capex so
that leverage does not deteriorate materially from its 2014 pro
forma -- expected starting level (Moody's defined debt/EBITDA of
around 4.9x). Evidence of continued operating progress including
a return to growth in the "homes connected" base together with a
debt/EBITDA ratio moving to and then being maintained below 4.5x
could result in upgrade pressure. Downward pressure for the
rating could ensue, if strategy execution fails e.g. RGU per
subscriber and ARPU growth stall and the deterioration in the
"homes connected" base continues, leading to a more than
temporary deterioration in the debt/EBITDA leverage ratio to
above 5.5x.

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013.  Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Tele Columbus AG is a holding company, which through its
subsidiaries offers basic cable television services (CATV),
premium TV services and, where the network is migrated and
upgraded, Internet and telephony services in Germany where it is
the third largest cable operator.  The company is based in
Berlin, Germany and reported revenue of EUR214 million for the
last twelve months period to Sep. 30, 2014.



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G R E E C E
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GREECE: To Receive Financing From EBRD Through 2020
---------------------------------------------------
Agnes Lovasz and Ian Wishart at Bloomberg News report that
Greece, the European Union's most indebted member, will receive
financing from the European Bank for Reconstruction and
Development through 2020 to promote an economic overhaul.

"There are two broad areas where the EBRD might well make a
number of operations: firstly helping Greek companies regain
access to finance," Bloomberg quotes EBRD President Suma
Chakrabarti as saying.  "The other area we'd like to do more to
promote is regional economic integration, bring private sector
knowledge and finance to such areas as energy and
infrastructure."

Last month, euro-area finance ministers approved a four-month
extension of Greece's bailout program after the government
pledged to revamp tax collection, consolidate pension funds and
maintain sales of state-owned assets, Bloomberg recounts.

As part of the agreement, the European Commission, the ECB and
the International Monetary Fund all signaled their support for
Greece's commitments, Bloomberg discloses.  The country can't tap
more bailout funds, including the next portion of about EUR7
billion (US$7.8 billion), unless it passes the authorities'
review, Bloomberg notes.  Greece, whose debt stood at 176% of
gross domestic product in 2014 according to the EU Commission,
has since 2010 obtained bailouts pledging EUR240 billion and the
biggest debt restructuring in history, Bloomberg states.

The country remains short of cash and cut off from financial
markets, with the threat of wider contagion ever present,
Bloomberg says.



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I R E L A N D
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WILLOW NO.2: S&P Lowers Rating on Series 31 Notes to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'BB-' from 'BBB-'
its credit ratings on Willow No.2 (Ireland) PLC's series 31 and
series 32 notes.  At the same time, S&P has placed on CreditWatch
negative its 'A+' rating on Willow No.2 (Ireland)'s series 7
notes.

The rating actions on these three series follow S&P's recent
rating actions on their underlying collateral obligations.  Under
S&P's criteria applicable to transactions such as these, it would
generally reflect changes to the rating on the collateral
obligation in S&P's rating on the tranche.

RATINGS LIST

Class         Rating          Rating
              To              From

Ratings Lowered

Willow No.2 (Ireland) PLC
EUR7.2 Million Secured Limited-Recourse Floating-Rate Notes
Series 31

Series 31     BB-             BBB-

Willow No.2 (Ireland) PLC
EUR6.2 Million Secured Limited-Recourse Notes Series 32

Series 32     BB-             BBB-

Rating Placed On CreditWatch Negative

Willow No.2 (Ireland) PLC
EUR9.13 Million Secured Limited-Recourse Pass-Through Instalment
Notes Series 7

Series 7      A+/Watch Neg    A+



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


FCA BANK: Moody's Assigns 'D' Standalone BFSR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned Baa3 long-term bank deposit
ratings, a D standalone bank financial strength rating (BFSR) --
equivalent to a ba2 standalone baseline credit assessment
(BCA) -- and Prime-3 short-term bank deposit ratings to FCA Bank
S.p.A. (FCAB and previously known as FGA Capital).  The outlook
is stable on all long-term ratings and the BFSR.

The deposit ratings with stable outlook are in line with the
existing issuer rating of Baa3 stable and are assigned following
the granting of a banking license to FCAB on Jan. 14, 2015 and
its transformation from a finance company into a bank, regulated
and supervised by the Bank of Italy as a banking group.

The standalone BCA of ba2 reflects the bank's (1) earnings
concentration on net interest income from its car-financing
activities, partly mitigated by good geographical
diversification; (2) better-than-peers asset quality, backed by
solid risk-management systems; (3) pressure on its business model
and profitability coming from costly market funding, offset by
sound solvency levels; and (4) funding dependence on the banking
shareholder Credit Agricole S.A. (CASA; deposits A2 negative/P-
1/, BFSR D+ stable/BCA ba1), as well as its commercial dependence
on FIAT Chrysler Automobiles N.V. (B1 stable). FCAB is a monoline
auto-captive credit institution with significant commercial
dependence on the business success of its parent company, FCA. As
such, its financial strength is inherently linked to that of the
Italian carmaker.

A moderate probability of support from CASA in case of need,
confirmed by the extension of the joint venture agreement with
FCA till December 2021, results in an adjusted BCA of baa3, two
notches above the BCA.  Moody's expectation of a low probability
of government (systemic) support provides no uplift to the Baa3
deposit ratings.

Upward pressure could be exerted on the BCA as a result of
material strengthening of FCAB's financial fundamentals and
significant diversification in its business revenues, reducing
its commercial ties to FCA.  This would result in (1) higher
risk-adjusted profits aided by an improvement in efficiency
levels in line with its European peers and (2) more robust
capitalization.  A sustainable recovery of FCA would also be
beneficial.  In addition to an upgrade of the BCA, the deposit
ratings could also be upgraded if CASA strengthens its ultimate
support commitment to FCAB.

FCAB's BCA could face negative pressure if a more severe stress
scenario develops, caused by a renewed recession, higher funding
costs or a contraction in car sales. These elements would prompt
a material weakening of FCAB's financial fundamentals, and
significant deterioration affecting FCA's franchise and its
deposit rating. This, and any weakening of funding and ultimate
support from CASA -- e.g. through the termination of the joint-
venture agreement -- could negatively affect FCAB's deposit
ratings.

The principal methodology used in these ratings was Global Banks
published in July 2014.



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


BANK CENTERCREDIT: Fitch Affirms 'B' LT Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDRs) of Kazakhstan-based Bank Centercredit (BCC) at 'B' and ATF
Bank JSC at 'B-'. The Outlooks are Stable.

KEY RATING DRIVERS - IDRS, VIABILITY RATINGS, NATIONAL LONG-TERM
RATINGS

The banks' IDRs are driven by their standalone credit profiles,
as captured by their Viability Ratings (VRs), and reflect weak
asset quality, moderate capitalization, modest profitability and
near-term business risks stemming from the slowdown in
Kazakhstan's economy and lower oil prices. ATF's lower ratings
relative to BCC, reflects its weaker financial metrics in
general, and in particular its significantly higher loan
impairment.

At the same time, both banks' ratings are supported by their
track records of continued debt repayments, solid liquidity
cushions and limited amounts of remaining senior wholesale
funding.

Non-performing loans (NPLs; overdue by more than 90 days) rose at
both banks as a result of the 20% devaluation of the tenge at the
beginning of 2014. However, total potentially problematic loans
(including NPLs and restructured loans) remained largely stable
in 2014 due to loan write-offs and some recoveries.

BCC's NPLs comprised 15% of gross loans at end-2014. The bank's
restructured loans and two large impaired agricultural sector
exposures made up a further 10%. ATF's NPL ratio stood at a high
34%, with restructured loans comprising a further 18%. Fitch
expects both banks to intensify write-offs and work-out efforts
in 2015 given tougher regulatory requirements on NPL ratios.

In Fitch's view, both banks' asset quality might come under
further pressure in case of a further marked devaluation of the
tenge. ATF's performing foreign-currency loans were equal to
about 1.7x its Fitch Core Capital (FCC) and BCC's were equal to
1.4x FCC at end-3Q14. However, Fitch's base case expectation is
that any deterioration would be gradual and within the tolerance
level of the banks' already low ratings.

BCC's FCC/risk-weighted assets ratio was 8% at end-3Q14, compared
with 10% at ATF. However, the former's problem loan reserve
coverage was considerably more solid. Fitch estimates that BCC's
total IFRS reserves were equal to 98% of the bank's NPLs, or
about 60% of total potentially problematic loans. ATF's reserves
covered a more moderate 70% of NPLs, or 45% of total potentially
problematic loans.

The regulatory core Tier I and total capital ratios stood at 10%
and 14%, respectively, at BCC and 11% and 12% at ATF at end-2014.
Given the limited proportions of foreign-currency risk weighted
assets (30% at ATF and 17% at BCC at end-2014) and the negligible
net open foreign-currency positions, Fitch expects the direct
impact on these ratios to be moderate and manageable in case of a
devaluation of the tenge.

ATF's loss-absorption capacity is further constrained by its weak
core profitability, with pre-impairment profit adjusted for
interest income accrued but not received in cash being close to
zero in 9M14. BCC's annualized adjusted pre-impairment profit was
moderately stronger, equal to 6% of average equity in 9M14, but
this still provides limited loss absorption given still
significant problem loan generation.

Near-term liquidity cushions are comfortable and both banks have
proven access to stable domestic funding sources. However,
structural maturity mismatches, the current shortage of tenge
liquidity on the market and material deposit concentrations are
weaknesses for the banks' liquidity profiles.

At end-2014, ATF's highly liquid assets were equal to 20% of
liabilities. The bank repaid its outstanding senior eurobond in
2014 but remains highly reliant on funding from state companies.
BCC's liquidity was equal to a more modest 16% of liabilities, or
11% net of upcoming funding repayments (including a loan from the
National Bank of Kazakhstan, received in 2014 to support the
bank's liquidity following a deposit run, which could be rolled
over).

KEY RATING DRIVERS -SENIOR AND SUBORDINATED DEBT RATINGS

The banks' senior unsecured debt ratings are equalized with the
respective Long-term IDRs. The dated subordinated debt ratings
are notched down by one notch from the banks' VRs, reflecting
weaker recovery prospects relative to senior debt. Perpetual debt
ratings are notched twice off the banks' VRs in line with Fitch's
'Assessing and Rating Bank Subordinated and Hybrid Securities
Criteria'. Neither dated subordinated nor perpetual debt issues
have obligatory loss-absorption triggers as this is not currently
required by Kazakh bank regulation.

RATING SENSITIVITIES - IDRS, VIABILITY RATINGS, NATIONAL LONG-
TERM RATINGS AND DEBT RATINGS

The ratings would be downgraded in case of material further asset
quality deterioration, capital erosion and/or a liquidity
squeeze. Upgrades would require balance sheet clean-ups and/or
significant improvements in capitalization and core performance.
Any changes in bank issuer ratings would likely be matched by
changes in their debt ratings.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATINGS AND
SUPPORT RATING FLOORS

The banks' Support Ratings of '5' and Support Rating Floors of
'No Floor' reflect Fitch's view that capital support from the
state authorities or shareholders cannot be relied upon in case
of banks' failure. This view is based on ATF's private ownership;
the only minority stake held by BCC's main shareholder, Korea-
based Kookmin Bank (A/Stable) and the limited financial support
made available by Kookmin to date; and the Kazakh authorities'
recent track record of allowing senior creditors of failed banks
to suffer losses.

The rating actions are as follows:

Bank Centercredit

  Long-term foreign and local currency IDRs: affirmed at 'B';
   Outlook Stable
  Short-term foreign-currency IDR: affirmed at 'B''
  National Long-term rating: affirmed at 'BB+(kaz)'; Outlook
   Stable
  Viability Rating: affirmed at 'b'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt rating: affirmed at 'B'/'B(EXP)';
   Recovery Rating at'RR4'
  National senior unsecured debt rating: affirmed at
   'BB+(kaz)'/'BB+(kaz)(EXP)'
  Dated subordinated debt ratings: affirmed at 'B-'/'BB-(kaz)';
   Recovery Rating at 'RR5'
  Perpetual debt rating: affirmed at 'CCC'; Recovery Rating at
   'RR6'

ATF Bank JSC

  Long-term foreign and local currency IDRs: affirmed at 'B-';
   Outlook Stable
  Short-term foreign-currency IDR: affirmed at 'B'
  National Long-term rating: affirmed at 'BB-(kaz)'; Outlook
   Stable
  Viability Rating: affirmed at 'b-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt ratings: affirmed at 'B-'/'BB-(kaz)';
   Recovery Rating at 'RR4'
  Dated subordinated debt rating: affirmed at 'CCC'/'B(kaz)',
   Recovery Rating at 'RR5'
  Perpetual debt rating: affirmed at 'CC'; Recovery Rating at
   'RR6'



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


GATEWAY IV: Moody's Lifts Rating on EUR14MM Class E Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Gateway IV - Euro CLO S.A.:

  -- EUR34 million Class C Floating Rate Deferrable Notes due
     2023, Upgraded to Aa1 (sf); previously on Jan 22, 2014
     Upgraded to A2 (sf)

  -- EUR20 million Class D Floating Rate Derrable Notes due 2023,
     Upgraded to A3 (sf); previously on Jan 22, 2014 Upgraded to
     Ba1 (sf)

  -- EUR14 million Class E (current outstanding balance of
     EUR10.48M) Floating Rate Deferrable Notes due 2023, Upgraded
     to Ba1 (sf); previously on Jan 22, 2014 Affirmed B1 (sf)

  -- EUR6 million Class R Combination Notes, Upgraded to Aaa
     (sf); previously on Jan 22, 2014 Upgraded to A1 (sf)

  -- EUR8 million Class W Combination Notes, Upgraded to A1 (sf);
     previously on Jan 22, 2014 Upgraded to Baa2 (sf)

Moody's also affirms EUR98.21 million notes:

  -- EUR191 million (current outstanding balance of EUR17.34M)
     Class A1 Floating Rate Notes due 2023, Affirmed Aaa (sf);
     previously on Jan 22, 2014 Affirmed Aaa (sf)

  -- EUR25 million (current outstanding balance of EUR 4.87M)
     Class A1-D Delayed Draw Floating Rate Notes due 2023,
     Affirmed Aaa (sf); previously on Jan 22, 2014 Affirmed
     Aaa (sf)

  -- EUR54 million Class A2 Floating Rate Notes due 2023,
     Affirmed Aaa (sf); previously on Jan 22, 2014 Upgraded to
     Aaa (sf)

  -- EUR22 million Class B Floating Rate Deferrable Notes due
     2023, Affirmed Aaa (sf); previously on Jan 22, 2014 Upgraded
     to Aaa (sf)

Gateway IV - Euro CLO S.A., issued in March 2007, is a
Collateralised Loan Obligation backed by a portfolio of mostly
high yield European and US loans.  The portfolio is managed by
Pramerica Investment Management.  This transaction passed its
reinvestment period in April 2013.

The upgrades of the notes is primarily a result of substantial
deleveraging arising from the last two payment dates in April
2014 and October 2014.  As a result, the class A1 and A1-D notes
have collectively paid down EUR 125.35m (58% of their initial
balance) resulting in significant increases in over-
collateralization levels.  As of the January 2015 trustee report,
the Class A, B, C, D and E overcollateralization ratios are
reported at 251.06%, 194.82%, 144.72%, 125.70% and 117.61%
respectively compared with 157.61%, 1142.10%, 123.34%, 114.46 and
110.29% in April 2014.

The average remaining portfolio credit quality as reflected by
the weighted average rating factor ("WARF") slightly worsened to
3022 compared to 2903 in April 2014.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by the Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments.  For Class R, which does not
accrue interest, 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
EUR133.5 million, a defaulted par of EUR3.0 million, a weighted
average default probability of 21.38% (consistent with a WARF of
3188 over a weighted average life of 3.89 years), a weighted
average recovery rate upon default of 44.48% for a Aaa liability
target rating, a diversity score of 23 and a weighted average
spread of 4.29%.

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 84% 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.

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 in
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 one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

(2) Around 27% of the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates.  As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions," published
     in October 2009.

(3) Recoveries on defaulted assets: Market value fluctuations in
     trustee-reported defaulted assets and those Moody's assumes
     have defaulted can result in volatility in the deal's over-
     collateralization levels.  Further, the timing of recoveries
     and the manager's decision whether to work out or sell
     defaulted assets can also result in additional uncertainty.
     Moody's analzsed 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.



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


DALRADIAN EUROPEAN III: Moody's Affirms B1 Rating on Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following
notes issued by Dalradian European CLO III B.V.:

  -- EUR27 million Class C Deferrable Secured Floating Rate Notes
     due 2023, Upgraded to Aa1 (sf); previously on Feb 14, 2014
     Upgraded to A1 (sf)

  -- EUR28.125 million Class D Deferrable Secured Floating Rate
     Notes due 2023, Upgraded to Baa3 (sf); previously on Feb 14,
     2014 Upgraded to Ba1 (sf)

  -- EUR8 million Class W Combination Notes due 2023, Upgraded to
     Baa2 (sf); previously on Feb 14, 2014 Upgraded to Baa3 (sf)

Moody's also affirms EUR70.172 million notes:

  -- EUR67.5 million (current outstanding balance of EUR22.106M)
     Class A2 Senior Secured Floating Rate Notes due 2023,
     Affirmed Aaa (sf); previously on Feb 14, 2014 Affirmed Aaa
     (sf)

  -- EUR36 million Class B Deferrable Secured Floating Rate Notes
     due 2023, Affirmed Aaa (sf); previously on Feb 14, 2014
     Upgraded to Aaa (sf)

  -- EUR16.875 million (current outstanding balance of
     EUR12.066M) Class E Deferrable Secured Floating Rate Notes
     due 2023, Affirmed B1 (sf); previously on Feb 14, 2014
     Affirmed B1 (sf)

  -- EUR6.5 million Class X Combination Notes due 2023, Affirmed
     Ba3 (sf); previously on Feb 14, 2014 Affirmed Ba3 (sf)

The Class A1 Notes and the Variable Funding Notes have
additionally been withdrawn due to full redemption.

Dalradian European CLO III B.V., issued in March 2007, is a multi
currency Collateralised Loan Obligation backed by a portfolio of
mostly senior secured European loans.  The portfolio is managed
by Rothschild (NM) & Sons Limited.  This transaction passed its
reinvestment period in April 2013.

The upgrade of the notes is primarily a result of substantial
deleveraging arising from the last two payment dates in April
2014 and October 2014.  As a result, the Variable Funding Note
has paid down EUR27.9 million (now fully redeemed), the class A1
note has paid down EUR32.9 million (now fully redeemed) and the
Class A2 note has paid down EUR45.4 million (67.3% of initial
balance) resulting in significant increases in over-
collateralization levels.  As of the December 2014 trustee
report, the Class B, C, D and E overcollateralization ratios are
reported at 229.71%, 156.83%, 117.88% and 106.53% respectively
compared with 149.98%, 128.82%, 112.31% and 106.46% in April
2014.

The average credit quality as reflected by the weighted average
rating factor has additionally improved to 2330 compared to 2929
in April 2014.

The ratings on the combination notes address the repayment of the
rated balance on or before the legal final maturity.  For the
Class W Combination Notes, the 'rated balance' at any time is
equal to the principal amount of the combination note on the
issue date times a rated coupon of 0.25% per annum accrued on the
rated balance on the preceding payment date, minus the sum of all
payments made from the issue date to such date, of either
interest or principal.  For the Class X Combination notes, the
rated balance at any time is equal to the principal amount of the
combination note on the issue date minus the sum of all payments
made from the issue date to such date, of either interest or
principal.  The rated balance will 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
EUR133.5 million, a defaulted par of EUR1.7 million, a weighted
average default probability of 18.31% (consistent with a WARF of
2534 over a weighted average life of 4.73 years), a weighted
average recovery rate upon default of 46.96% for a Aaa liability
target rating, a diversity score of 16 and a weighted average
spread of 3.84%.

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 91% 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.

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

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 in
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 one notch of the base-case results.

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

Additional uncertainty about performance is due to the following:

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

(2) Around 9% of the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates.  As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions," published
     in October 2009.

(3) Recoveries on defaulted assets: Market value fluctuations in
     trustee-reported defaulted assets and those Moody's assumes
     have defaulted can result in volatility in the deal's over-
     collateralization levels.  Further, the timing of recoveries
     and the manager's decision whether to work out or sell
     defaulted assets can also result in additional uncertainty.
     Moody's 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.


GOODYEAR DUNLOP: Fitch Raises Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDR) of
The Goodyear Tire & Rubber Company (GT) and its Goodyear Dunlop
Tires Europe B.V. (GDTE) subsidiary to 'BB-' from 'B+'. In
addition, Fitch has upgraded GT's senior unsecured notes rating
to 'BB-/RR4' from 'B/RR5'. Fitch has affirmed the ratings on GT's
secured revolving credit facility and second-lien term loan, as
well as GDTE's secured revolving credit facility at 'BB+/RR1'.
Fitch has affirmed GDTE's senior unsecured notes rating at
'BB/RR2'.

GT's ratings apply to a US$2 billion secured revolving credit
facility, a US$1.2 billion second lien secured term loan and
US$3 billion in senior unsecured notes. GDTE's ratings apply to a
EUR400 million secured revolving credit facility and EUR250
million of senior unsecured notes.

The Rating Outlooks for GT and GDTE are Stable.

KEY RATING DRIVERS

The upgrade of GT's IDR reflects the improvement in the tire
manufacturer's credit profile resulting from its significantly
improved profitability, especially in North America, and the
substantial decline in its pension obligations after fully
funding its North American plans. GT's focus on more profitable
high value added (HVA) tires and its cost reduction initiatives
have resulted in substantial margin growth and increased
operating income, even as its global tire volumes and
consolidated revenue have declined. Despite lower sales, GT has
retained a strong market position and remains the third-largest
global manufacturer of replacement and original equipment (OE)
tires. With its higher profitability, free cash flow (FCF)
continued to strengthen in 2014, although discretionary pension
contributions made early in the year kept the full-year FCF
figure negative.

Fitch expects GT's credit protection metrics will strengthen over
the intermediate term as overall tire demand grows along with the
global car parc, particularly in emerging markets, and the
company continues to work on improving its cost structure. Fitch
expects leverage to decline over the intermediate term, as GT's
earnings rise and as it focuses on reducing debt. Fitch also
expects the variability of the company's quarterly cash flows to
decline as it continues to focus on working capital management.
It is also notable that the company released its U.S. tax
valuation allowance in the fourth quarter of 2014, recording a
US$2.3 billion gain in the process. The U.S. valuation allowance
was first established over 12 years ago, and Fitch views the
release as a positive sign that the company is on track to
produce sustainable profits in the U.S.

Fitch's rating concerns continue to include growing tire industry
capacity, particularly in North America, which could pressure
industry pricing over the longer term, and volatility in raw
material costs, especially for natural rubber and petroleum-based
commodities. Conditions in the European tire market also remain a
concern, despite some improvement over the past two years.
Fitch's other concerns include fixed costs in GT's business and
the related sensitivity of its financial performance to economic
conditions; the aforementioned working capital variability,
despite expectations for improvement; and overall profitability
that continues to lag several of GT's key European and Asian
competitors. The increase in GT's shareholder-friendly activities
over the past two years, including a rising dividend and share
repurchases, is a concern, although Fitch does not expect the
company to incur additional long-term debt to fund these
activities.

Fitch notes that the majority of GT's debt has been issued in the
U.S. including $3 billion in senior unsecured notes. However, in
2014, 55% of the company's revenue was generated outside North
America, and at year-end 2014, about 65% of the company's
consolidated cash, or US$1.4 billion, was at non-guarantor
subsidiaries outside the U.S. Of the US$1.4 billion, US$494
million was located in the company's subsidiaries in China,
Venezuela, South Africa and Argentina, where there are
limitations on cash transfers out of the respective countries.
This mismatch between cash and debt is a risk, because if GT's
U.S. operations were to fall into distress, the non-U.S. cash
might not be readily available to service the company's U.S. debt
obligations. For this reason if, in the future, GT's IDR were
downgraded, the magnitude of a concurrent downgrade in GT's
senior unsecured rating might exceed that of the IDR.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities, including GT's second-lien term loan, reflects their
substantial collateral coverage and outstanding recovery
prospects in a distressed scenario. The two-notch uplift from the
IDRs of GT and GDTE reflects Fitch's notching criteria for
issuers with IDRs in the 'BB' range. On the other hand, the
rating of 'BB-/RR4' on GT's senior unsecured notes reflects
Fitch's expectation that recoveries would be average in a
distressed scenario, consistent with most senior unsecured
obligations of issuers with an IDR in the 'BB' range. The two
notch upgrade of the senior unsecured notes also reflects their
improved recovery prospects following the substantial decline in,
and subsequent de-risking of, GT's U.S. unfunded pension
obligations.

The rating of 'BB/RR2' on GDTE's EUR250 million 6.75% senior
unsecured notes due 2019 is higher than the rating on GT's senior
unsecured notes due to the GDTE notes' structural seniority.
GDTE's notes are guaranteed on a senior unsecured basis by GT and
GT's subsidiaries that also guarantee the parent company's
secured revolver and second-lien term loan. Although GT's senior
unsecured notes also include guarantees from the same
subsidiaries, they are not guaranteed by GDTE. The recovery
prospects of GDTE's notes are further strengthened relative to
those at GT by the lower level of secured debt at GDTE. Fitch
notes that GDTE's credit facility and its senior unsecured notes
are subject to cross-default provisions relating to GT's material
indebtedness.

In 2014, GT commenced arbitration proceedings against Sumitomo
Rubber Industries, Ltd. (SRI), GT's partner in a wide-ranging
global alliance that includes most of GT's operations in Western
Europe, as well as other businesses in North America and Asia. GT
is currently seeking to dissolve the alliance, based on its
claims that SRI has engaged in anticompetitive actions. Few
details have been made public thus far, but GT has noted that it
could ultimately be required to purchase SRI's stake in GDTE and
Goodyear Dunlop Tires North America (GDTNA), potentially using
proceeds from any damages awarded to GT in the arbitration
proceedings. Nonetheless, GT could ultimately incur some cash
costs to acquire SRI's stake in the alliance. A substantial cash
payment could be a rating concern, but these types of proceedings
often take a long time to resolve, so the outcome may not be
known for several years.

GT's FCF generation has improved markedly over the past several
years. Although FCF in 2014 was (US$707) million, this included a
$907 million discretionary contribution the company made to its
U.S. hourly pension plan in the first quarter of 2014. Absent
this contribution, FCF would have been US$200 million. In 2013,
FCF would have been positive absent discretionary pension
contribution that year as well, following several years of
negative FCF. The improvement in GT's FCF generating capability
has largely been driven by its HVA tire focus, increased traction
on cost reduction activities and lower raw material prices. With
its U.S. pension plans almost fully funded, Fitch expects GT to
generate positive FCF over the intermediate term, although
volatility in raw material prices remains an ongoing risk.
Putting some pressure on FCF in 2015 is an expected increase in
capital spending of roughly US$200 million to a total of $1.1
billion, as well as the effect of a 20% increase in the company's
dividend that was enacted in mid-2014. However, the dividend
increase was offset by the mandatory conversion of the company's
preferred stock in April 2014 that removed US$29 million in
annual preferred stock dividends.

The funded status of GT's pension plans has improved
significantly following the company's discretionary contributions
to its U.S. salaried and hourly plans in 2013 and 2014,
respectively. The discretionary contributions served to fully
fund the plans, after which, the company de-risked the plans by
shifting the balance of plan assets to nearly all fixed-income
investments. Based on its labor agreement with the United
Steelworkers (USW), GT also froze its U.S. hourly plan in April
2014. As a result of these actions, Fitch no longer views the
funded status of GT's pension plans as a material rating concern.
The U.S. plans were 96% funded at year-end 2014 despite a decline
in interest rates and the use of revised mortality tables that
increased the liability. GT's global plans were 93% funded. GT
has estimated that its 2015 pension contributions will be between
US$50 million and US$75 million, which will contribute to
significantly improve near-term FCF.

GT's liquidity position remains relatively strong. At year-end
2014, GT had US$2.2 billion in cash and cash equivalents and
another US$1.6 billion available on its primary U.S. and European
revolvers. Cash and cash equivalents remained well above the US$1
billion level that management considers the minimum necessary to
meet the company's daily operational requirements through the
cycle. The company has no significant debt maturities until 2019,
although its European and U.S. revolvers mature in 2016 and 2017,
respectively. Going forward, Fitch expects GT to retain a
relatively high level of financial flexibility, with strong cash
liquidity backed up with significant revolver capacity and
positive FCF, although, as noted above, a significant amount of
cash is located outside the U.S.

On an EBITDA basis, GT's gross leverage (debt/Fitch-calculated
LTM EBITDA) at year-end 2014 was 2.9x, down slightly from 3.0x at
year-end 2013, as an increase in EBITDA overcame a slight
increase in debt. Lease-adjusted leverage (lease-adjusted debt
including off-balance sheet factored receivables/Fitch-calculated
EBITDAR) was 3.7x at year-end 2014, down from 3.9x at year-end
2013. Fitch-calculated EBITDA improved to $2.2 billion in 2014
from US$2.1 billion in 2013 as the EBITDA margin grew to a
relatively strong 12.4% from 10.7%. The growth in the EBITDA
margin was notable, given that revenue declined 7.2% to US$18.1
billion from US$19.5 billion in 2013. Over the intermediate term,
Fitch expects leverage to continue trending down toward the mid-
2x range as EBITDA rises and debt declines somewhat. In February
2015, GT made an optional US$200 million prepayment on its US$1.2
billion second-lien secured term loan.

KEY ASSUMPTIONS

-- Global tire demand grows modestly, but demand remains weak in
    Latin America.

-- Sales in the near term are negatively affected by the strong
    U.S. dollar, with some improvement after 2015.

-- GT's pension contributions decline significantly in 2015 and
    beyond due to the near fully funded status of its U.S. plans.

-- Capital spending is elevated by recent historical standards,
    running between $1.1 billion and $1.25 billion over the
    intermediate term, as the company invests in growth
    initiatives, including its new plant in the Americas.

-- Fitch assumes that dividends will rise annually over the next
    few years.

-- The company maintains roughly $2 billion in cash on its
    balance sheet, with excess cash used for share repurchases.

RATING SENSITIVITIES

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

-- Demonstrating growth in tire unit volumes, market share and
    revenue;

-- Producing FCF margins of 2% or better for an extended period;

-- Generating sustained gross EBITDA margins of 12% or higher;

-- Maintaining leverage near 2.5x for an extended period.

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

-- A significant step-down in demand for the company's tires
    without a commensurate decrease in costs;

-- An unexpected increase in costs, particularly related to raw
    materials, that cannot be offset with higher pricing;

-- A decline in the company's cash below $1.5 billion for
    several quarters;

-- A sustained period of negative FCF;

-- An increase in gross EBITDA leverage to above 3.5x for a
    sustained period, particularly as a result of shareholder-
    friendly activities.

Fitch has taken the following rating actions on GT and GDTE:

GT

--IDR upgraded to 'BB-' from 'B+';
--Secured bank credit facility affirmed at 'BB+/RR1';
--Secured second-lien term loan affirmed at 'BB+/RR1';
--Senior unsecured notes upgraded to 'BB-/RR4' from 'B/RR5'.

GDTE

--IDR upgraded to 'BB-' from 'B+';
--Secured bank credit facility affirmed at 'BB+/RR1';
--Senior unsecured notes affirmed at 'BB/RR2'.

The Rating Outlook for both companies is Stable.


UNIFY HOLDINGS: Moody's Affirms 'Caa1' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating and Caa1-PD probability of default rating of Unify
Holdings B.V.  Moody's has also affirmed the B3 rating on the
EUR200 million senior secured notes due November 2015, issued by
Unify Germany Holdings B.V. and guaranteed by Unify.  The outlook
on all ratings remains negative.

The Caa1 CFR primarily reflects the continued challenging
environment faced by Unify and the unrelenting decline in
revenues, which combined with ongoing restructuring measures, are
continuing to drive adjusted operating losses and material
negative free cash flows.

Recent positive developments include the financial support, which
is to be provided by Siemens (EUR293 million in the form of
preferred equity and shareholder loans) and the one year
extension of the EUR40 million fully-drawn RCF.  These are
expected to secure Unify's liquidity needs in the next 12 months,
including the early redemption of the EUR200 million bond (of
which EUR112.2 million was outstanding as at 2 February 2015) in
March 2015.  Unify's transformation plan, announced in June 2014,
is also considered to be more comprehensive compared with
previous restructuring measures.  If fully implemented and
successfully executed in line with management's expectations,
this should allow an improvement in the company's ratings in the
medium-term.

However, positive rating action at this stage is considered
premature.  The negative outlook continues to reflect a degree of
uncertainty with regards to the sufficiency of Unify's liquidity
in 12 months time.  Moody's anticipates that a further EUR100
million will be required to fully execute Unify's transformation
plan as of March 2016 and this, combined with the EUR40 million
fully-drawn RCF (now falling due in May 2016), leaves a total
funding gap of EUR140 million.  The negative outlook also
reflects some uncertainty pertaining to the degree to which Unify
will be able to stabilize revenues, improve gross margins and
free cash flow generation in the next 12-18 months.

Unify's transformation plan is subject to a high degree of
execution risk and may be undermined by evolving customer
demands, fierce competition and the economic environment, which
is modestly improving at best.  It is possible these may delay
revenue growth and gross margin improvements as well as postpone
the adequate rightsizing of the business.  Moody's expect credit
metrics to remain weak in the next 12-18 months and only
meaningfully improve in FY17 to around 5.5x gross adjusted
debt/EBITDA and just under 2.0x interest cover.

The negative rating outlook reflects a degree of uncertainty with
regards to the sufficiency of Unify's liquidity in 12 months time
(as detailed above), as well as the degree to which Unify will be
able to stabilize revenues, improve gross margins and allow
sufficient free cash flow generation in the medium-term.

Positive rating action is likely if the company performs in line
with its new transformation plan.  This would imply (1) Unify
secures financing for its liquidity needs post March 2016,
satisfying the EUR140 million funding gap; (2) Unify stabilizes
its top line through the improvement or maintaining of market
shares, particularly in the unified communications market,
resulting in (3) sustainable positive cash flow generation post
March 2017 such that Unify will maintain an adequate liquidity
profile.

Negative rating action will almost certainly occur if Unify is
unable to secure financing for its liquidity needs post March
2016, amounting to approximately EUR140 million.

Negative rating action is also possible in the event total
liquidity decreases, or is expected to decrease to below
EUR70 million.  In Moody's view this would signal a material
deviation compared with the company's forecasts and would provide
minimal liquidity headroom to sustain unexpected decreases in
demand and operational challenges.  This is important given the
inherently cyclical and highly competitive industry in which
Unify operates, but also financial covenants pertaining to the
EUR40 million fully-drawn RCF.

Moody's group Unify's debt into three classes of creditor
protection: (1) the EUR40 million secured RCF due May 2016 with
super-priority ranking in liquidation; (2) the EUR200 million
senior secured bonds (of which EUR112.2 million is outstanding)
before its anticipated repayment in early March, and around
EUR178 million trade payables at Sep. 30, 2014; and (3) around
EUR164 million of underfunded pension obligations and EUR14
million of short-term debt related to finance leases, and next
year's operating lease obligations of EUR33 million.

The level of unsecured debt and non-debt claims at the operating
level, as well as the reduced outstanding amount of the bond,
results in an improved position of the group's bondholders and in
a rating uplift for the EUR200 million (of which EUR112.2 million
is outstanding) senior secured notes under Moody's LGD
methodology compared to the Caa1 CFR.

The company's preference shares have not been incorporated into
the LGD waterfall because Moody's view the preference shares as
100% equity-like.

The principal methodology used in these ratings was Global
Communications Equipment Industry published in June 2008.  Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Unify (formerly Enterprise Networks Holdings B.V.) is a leading
global provider of communications-related products and services
to enterprises, including businesses, government agencies and
other organizations.  The company's solutions unify multiple
networks, devices and application into single platforms in order
to simplify and enhance how enterprises communicate.  The Group
currently operates under two business segments, i) Product House,
which includes various subcategories such as Clients and Devices
(phones), Voice Communications and Collaboration Applications,
Contact Center, Applications and Security and ii) Services, which
integrates and operates the company's voice and Unified
Communications solutions in customer environments and the cloud.

Unify is jointly owned by private equity firm The Gores Group
(51%) and Siemens AG (49%). While the holding company is
registered in Amsterdam, Netherlands, the corporate headquarters
of the group are in Munich, Germany.  Unify generated revenues of
EUR1.4 billion in financial year ending Sep. 30, 2014 (FY14).



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


DOLNOSLASKIE SUROWC: Declared Bankrupt by Warsaw Court
------------------------------------------------------
Aggregates Business Europe reports that a Warsaw, Poland-based
court has announced the bankruptcy of Dolnoslaskie Surowce
Skalne.

It envisages the liquidation of the company, Aggregates Business
Europe notes.

Dolnoslaskie Surowce Skalne is a Polish aggregate producer.



=============
R O M A N I A
=============


TEN AIRWAYS: Files for Insolvency Protection in Bucharest
---------------------------------------------------------
According to ch-aviation, Ten Airways has filed for insolvency
protection with a Bucharest court which, if granted on March 5,
will allow the airline to restructure and resume operations.

Dumitru Pupescu, Ten Airways'managing director, has confirmed to
ch-aviation that the carrier recently had its Air Operators
Certificate reinstated by the Romanian civil aviation authority
roughly a month after it was initially revoked.

ch-aviation, citing The Mediafax news agency, says the airline's
largest creditors are its employees who are still owed
outstanding wages.

The carrier encountered problems last year when it lost several
ACMI contracts among them one with Air Moldova, ch-aviation
recounts.

Ten Airways specializes in ACMI/charter operations.  It has a
fleet of three MD-82s and two MD-83s, all of which are currently
on the ground at various Romanian airports.



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


RED & BLACK: Moody's Lowers Rating on Class C Notes to Ba3
----------------------------------------------------------
Moody's Investors Service downgraded 22 tranches and confirmed 1
tranche in 16 Russian residential mortgage-backed securities
(RMBS) transactions and concluded its review for downgrade for
four transactions.

The rating actions follow the weakening of Russia's credit
profile as reflected in Moody's decision on Feb. 20, 2015 to
lower Russia's government bond rating to Ba1, and the lowering of
the local-currency bond and deposit ceilings to Baa3 from Baa2.

The rating action also reflects the long-term senior unsecured
debt ratings of the Agency for Housing Mortgage Lending OJSC and
the long-term domestic bank deposit rating of VTB24.

In Closed Joint Stock Company Mortgage agent of AHML 2014-1
transaction, AHML acts as a surety provider for the senior notes.
In the CJSC Mortgage Agent VTB 24-1 and VTB24-2, VTB24 acts as a
provider of financial assistance for the transactions.

The reduction of the local-currency bond ceiling reflects an
increased probability of high losses on the underlying collateral
resulting from any political, economic or financial dislocation
accompanying a material deterioration in Russia's credit
environment.

Because of the increase in country risk associated with the
lowering of Russia's local-currency bond ceiling to Baa3 from
Baa2, Moody's downgraded the ratings in

  -- Closed Joint Stock Company Mortgage Agent series of deals of
     AHML 2010-1, 2011-2, AHML 2012-1, AHML 2014-1, Second
     Mortgage Agent of AMHL

  -- Closed Joint Stock Company Mortgage agent VTB24-1 and
     VTB24-2

  -- Closed Joint Stock Company Mortgage Agent Vozrozhdenie 1,
     Vozrozhdenie 2 and Vozrozhdenie 3

  -- Closed Joint Stock Company Mortgage Agent Raiffeisen 01

  -- Specialised Mortgage Agent GPB-Mortgage 2

  -- Closed Joint Stock Company Mortgage Agent NOMOS

  -- Closed Joint Stock Company "Mortgage Agent Europe 2012-1".

Additionally, the linkage to Agency for Housing Mortgage Lending
OJSC as a surety provider prompted Moody's to downgrade tranche
A3 in Closed Joint Stock Company Mortgage Agent of AHML 2014-1.

Moody's has taken off review for downgrade the ratings on all
rated notes in CJSC Mortgage Agent of AHML 2014-1 and CJSC
Mortgage Agent VTB24-2.

Moody's has also reviewed the ratings in two USD-denominated
transactions. Due to the increase in country risk associated with
the decrease in the local-currency bond ceiling to Baa3 from
Baa2, Moody's downgraded all ratings in Red & Black Prime Russia
MBS No. 1 Limited and tranches A and B in Russian Mortgage Backed
Securities 2006-1 S.A.

Moody's has taken off review for downgrade the ratings on all
rated notes in Red & Black Prime Russia MBS No. 1 Limited and
Russian Mortgage Backed Securities 2006-1 S.A. The redenomination
concerns for these deals have eased in the near-term, but remain
present.

Factors or circumstances that could lead to an upgrade of the
ratings include (1) a reduction in sovereign risk; (2) improved
performance of the underlying collateral that exceeds Moody's
expectations; (3) deleveraging of the capital structures; and (4)
improvements in the credit quality of the transaction
counterparties.

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

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
January 2015.

List of Affected Ratings:

Issuer: CJSC Mortgage Agent Europe 2012-1

  -- RUB2354.893 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Oct 1, 2013 Upgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent NOMOS

  -- RUB3753.253 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Oct 1, 2013 Upgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent of AHML 2010-1

  -- RUB6096 million Class A2 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent of AHML 2011-2

  -- RUB7457 million Class A2 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent of AHML 2012-1

  -- RUB5932 million Class A1 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

  -- RUB5932 million Class A2 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent of AHML 2014-1

  -- RUB6323 million Class A1 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf) and
     Remained On Review for Possible Downgrade

  -- RUB6323 million Class A2 Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf) and
     Remained On Review for Possible Downgrade

  -- RUB6323 million Class A3 Notes, Downgraded to Ba1 (sf);
     previously on Jan 23, 2015 Downgraded to Baa3 (sf) and
     Remained On Review for Possible Downgrade

Issuer: Closed Joint Stock Company Mortgage Agent Raiffeisen 01

  -- RUB4070 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: C.J.S.C. Mortgage Agent Vozrozhdenie 1

  -- RUB2931.6 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Dec 28, 2011 Definitive Rating Assigned Baa2
    (sf)

Issuer: C.J.S.C. Mortgage Agent Vozrozhdenie 2

  -- RUB2960 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Oct 1, 2013 Upgraded to Baa2 (sf)

Issuer: CJSC Mortgage Agent Vozrozhdenie 3

  -- RUB3000 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Mar 26, 2014 Assigned Baa2 (sf)

Issuer: Closed Joint Stock Company Mortgage Agent VTB24-1

  -- RUB15800 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: Closed Joint Stock Company Mortgage agent VTB24-2

  -- RUB26300 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Dec 30, 2014 Baa2 (sf) Placed Under Review for
     Possible Downgrade

Issuer: Closed Joint Stock Company Second Mortgage Agent of AHML

  -- RUB9440 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf)

Issuer: Red & Black Prime Russia MBS No. 1 Limited

  -- US$173.2 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf) and
     Remained On Review for Possible Downgrade

  -- US$14.5 million Class B Notes, Downgraded to Ba1 (sf);
     previously on Dec 29, 2014 Baa2 (sf) Placed Under Review for
     Possible Downgrade

  -- US$18.6 million Class C Notes, Downgraded to Ba3 (sf);
     previously on Dec 29, 2014 Ba2 (sf) Placed Under Review for
     Possible Downgrade

Issuer: Specialised Mortgage Agent GPB-Mortgage 2

  -- RUB5506.8 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jun 20, 2011 Definitive Rating Assigned Baa2
     (sf)

Issuer: Russian Mortgage Backed Securities 2006-1 S.A.

  -- US$74.2 million Class A Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Downgraded to Baa2 (sf) and
     Placed Under Review for Possible Downgrade

  -- US$10.6 million Class B Notes, Downgraded to Baa3 (sf);
     previously on Jan 23, 2015 Baa2 (sf) Placed Under Review for
     Possible Downgrade

  -- US$3.5 million Class C Notes, Confirmed at B2 (sf);
     previously on Jan 23, 2015 B2 (sf) Placed Under Review for
     Possible Downgrade


SBERBANK JSC: Moody's Lowers Long-Term Deposit Ratings to Ba3
-------------------------------------------------------------
Moody's Investors Service has taken rating actions on the
supported senior unsecured debt and deposit ratings of
subsidiaries of the following three Russian financial
Institutions: Bank VTB, JSC, Sberbank and Vnesheconombank.

These rating actions follow Moody's downgrade of the long-term
deposit, debt and issuer ratings of the respective Russian
parents on Feb. 24, 2015.

Specifically, the actions affected the supported senior unsecured
and deposit ratings of the following international and domestic
subsidiaries of:

  -- VTB Group: VTB Bank (Austria) AG, VTB Bank (Deutschland) AG,
     VTB Capital plc, VTB24, VTB Bank (Armenia), VTB Bank
     (Azerbaijan) and Bank of Moscow

  -- two subsidiaries of Sberbank: SB Sberbank JSC in Kazakhstan
     and Denizbank A.S in Turkey

  -- one domestic subsidiary of Vnesheconombank: SME Bank.

Each of these subsidiaries' supported ratings benefit from
Moody's assessment of parental support uplift.

At the same time the standalone bank financial strength ratings
(BFSRs) and the corresponding baseline credit assessments (BCAs)
of the following subsidiaries were also lowered: VTB Bank
(Austria) AG, VTB Bank (Deutschland) AG, VTB Capital plc, VTB24,
VTB Bank (Armenia).

This rating action concludes the review for downgrade placed on
these ratings in December 2014.

The downgrade of the Russian parents' long-term deposit, debt and
issuer ratings has prompted a similar downgrade of the
subsidiaries' supported ratings, driven by the parents' reduced
capacity to provide support.  At the same time, the rating agency
notes the demonstrated willingness of these financial
institutions to provide assistance to their domestic and
international subsidiaries, in the context of ongoing operating
environment volatility.

VTB GROUP'S SUBSIDIARIES:

The supported ratings of the domestic and international
subsidiaries of VTB Group incorporate Moody's assessment of the
very high probability of support from the parent, whose ratings,
in turn, benefit from Moody's assessment of government (systemic)
support being provided in the event of need.  Moody's believes
that the systemic support from the Russian government in the
event of need (directly or indirectly through VTB) will partially
benefit the group's subsidiaries given (1) the government's
majority ownership of VTB Group; (2) the strategic presence of
these subsidiaries in key locations for the international and
trade finance activities of VTB's client-base; and (3) the strong
track record of support being extended to the group and its
European subsidiaries from the Russian government and the Central
Bank of Russia (CBR).

At the same time, Moody's incorporates a high probability of
parental support for VTB Bank (Azerbaijan) from Bank VTB, JSC's
standalone BCA of b1, given its 51% ownership, and VTB group's
commitment to develop its franchise in Azerbaijan which is a
relatively new market for the group, unlike its established
European subsidiaries.

VTB Bank (Austria) AG

Moody's downgraded VTB Bank (Austria) AG's supported long-term
deposit ratings to Ba3 from Ba1, with a negative outlook.  The
negative outlook on the supported rating is aligned with the
outlook on the support provider's rating.

The lowering of the BFSR to E+ (BCA of b1) from D- (BCA of ba3)
reflects the pressures on gradually declining profitability and
deleveraging trends that VTB Bank (Austria) is experiencing.  In
addition, Moody's expects negative asset-quality trends to exert
pressure on the bank's already modest capital-generation level.

VTB Bank (Deutschland) AG

Moody's downgraded VTB Bank (Deutschland) AG's supported long-
term deposit ratings to Ba3 from Ba1, with a negative outlook.
The negative outlook on the supported rating is aligned with the
outlook on the support provider's rating.

The lowering of the BFSR to E+ (BCA of b1) from D- (BCA of ba3),
at the same level as the parent, reflects the strong linkages
with the parent group and its client-base which is exposed to
Russia's economic environment as well as the bank's dependence on
a short-term funding base, which may experience volatility and
lead to deleveraging pressures.  At the same time, the bank's
capitalization remains high, albeit with constrained internal
capital-generation capacity.

VTB Capital Plc

Moody's downgraded VTB Capital's supported long-term ratings to
Ba3 from Ba1 with a negative outlook.  The negative outlook on
the supported rating is aligned with the outlook on the support
provider's rating.

The lowering of the BFSR to E+ (BCA of b1) from D- (BCA of ba3),
reflects the worsening profitability of this entity, which,
through its client-base is partly exposed to Russia's economic
environment as well as the bank's dependence on parental funding.
In addition, Moody's expects that negative profitability will put
pressure on the internal capital creation of the bank.

VTB24

Moody's downgraded VTB24's long-term local-currency deposit and
senior secured ratings to Ba1 from Baa3 with a negative outlook.
The negative outlook on the supported rating is aligned with the
outlook of the support provider's rating.  The foreign-currency
deposit rating was downgraded to Ba2 from Ba1 following the
lowering of the country's foreign-currency deposit ceiling to Ba2
from Ba1, on Feb. 20, 2015.  Moody's considers that given the
central role of VTB24 in the group's retail franchise in Russia,
its supported ratings should be aligned with that of the parent.

The lowering of the BFSR to E+ (BCA of b1) from D- (BCA of ba3),
reflects Moody's expectation that this retail-orientated
institution's asset quality will worsen, putting pressure on its
profitability and modest capitalization in the current Russian
economic environment.

VTB24 is fully funded by customer deposits and remains the net
lender to the rest of the group, so refinancing risk is limited.

VTB Bank (Armenia)

Moody's downgraded VTB Bank (Armenia)'s local-currency deposit
rating to Ba3 from Ba2.  The negative outlook on the supported
rating is aligned with the outlook of the support provider's
rating.  The lowering of the BFSR to E+ (BCA of b1) from D- (BCA
of ba3) reflects a combination of ongoing pressures on the bank's
standalone credit profile from the deteriorating operating
environment in Armenia and the lowering of its ultimate parent's
standalone ratings. The credit profiles of the two entities are
interlinked, as VTB Bank Armenia is highly dependent for parental
funding that represented 32% of total non-equity funding as at
year-end 2014 (according to local GAAP accounts), and the parent
closely supervises its Armenian subsidiary's business origination
standards and risk-management practices.

The rating incorporates one notch of uplift from its standalone
BCA of b1 owing to Moody's assessment of a high probability of
support from Bank VTB, JSC (Ba1 negative). This reflects the
Armenian subsidiary's strong strategic fit with the group, as
well as a track record of ongoing capital and liquidity support
from the group.

VTB Bank (Azerbaijan)

Moody's downgraded VTB Bank's (Azerbaijan) long-term local and
foreign-currency deposit ratings to B1 from Ba3 with a negative
outlook.  The negative outlook on the supported rating is aligned
with the outlook of the support provider's BFSR and final rating.
VTB Bank (Azerbaijan)'s BFSR at E+ (BCA of b2) was unaffected.

Bank of Moscow

Moody's downgraded Bank of Moscow's long-term local and foreign-
currency deposit and senior unsecured ratings to Ba2 from Ba1
with a negative outlook.  The negative outlook on the supported
rating is aligned with the outlook of the support provider's
rating.  Moody's maintains its assessment of high probability of
parental support for the bank resulting in a three-notch uplift
of the bank's deposit ratings from its stand-alone BCA of b2,
which is unaffected by the action.

SBERBANK SUBSIDIARIES:

SB Sberbank JSC (subsidiary of Sberbank (Kazakhstan))

Moody's downgraded SB Sberbank's long-term local and foreign-
currency deposit ratings to Ba3 from Ba2 with a stable outlook
following the lowering of Sberbank's BCA to ba2 from ba1, which
is used as an anchor for parental support.

Moody's incorporates a high probability of parental support into
SB Sberbank's ratings, resulting in two notches of uplift from
the bank's b2 BCA, which is based on the 100% ownership and
control, the strategic importance of the Kazakh subsidiary to
Sberbank, and track record of parental support. The stable
outlook on SB Sberbank's supported Ba3 rating reflects the
current one-notch difference and resilience to a potential one-
notch lowering of the parent's ba2 BCA, as well as SB Sberbank's
stable BFSR at E+ (mapping to b2 BCA).

Denizbank A.S. (Turkey)

Moody's downgraded Denizbank's long-term local and foreign-
currency deposit ratings to Ba2 from Ba1 with a negative outlook
following the lowering of Sberbank' BCA to ba2 from ba1, which is
used as an anchor for parental support.

Moody's maintains a high probability of support due to parental
support assumptions, which results in a one notch uplift from the
bank's ba3 BCA; Moody's bases the uplift on Sberbank's 99%
ownership and control, and the strategic importance of the
Turkish subsidiary to Sberbank.

SME Bank -- subsidiary of Vnesheconombank

Moody's downgraded SME Bank's supported long-term local-currency
deposit and debt ratings to Ba1 from Baa3.  At the same time, the
foreign-currency deposit ratings were downgraded to Ba2 from Ba1
following the lowering of the country's foreign-currency deposit
ceiling to Ba2 from Ba1, on Feb. 20, 2015.  The outlook on the
supported rating is negative and is now aligned with the outlook
on the support provider's rating.

The deposit and debt ratings of SME Bank incorporate Moody's
assessment of a very high probability of support being provided
by the parent in the event of need, whose ratings, in turn,
benefit from Moody's assessment of systemic support.  Moody's
believes that any systemic support from the Russian government in
the event of need (directly or indirectly through
Vnesheconombank) will benefit SME Bank given that (1) SME Bank is
a fully owned subsidiary of Vnesheconombank; (2) SME Bank is used
as a major government conduit to support the country's small and
medium-sized enterprises; and (3) there is a track record of such
support being extended to SME Bank from the Russian government
and Vnesheconombank.

Moody's considers that upward pressure on the long-term ratings
of these subsidiaries is unlikely given the negative outlook on
the parents' ratings.  The supported ratings of these
subsidiaries would be negatively affected if the ratings of their
respective parents were downgraded further.

The subsidiaries' standalone credit profiles -- as expressed by
their BFSRs and BCAs -- could come under pressure in the event of
any further significant deterioration in their financial
fundamentals and risk-absorption capacity, given the challenging
domestic operating environment, as indicated by the negative
outlooks on most of these banks' BFSRs.

LIST OF AFFECTED RATINGS

SB Sberbank JSC:

  -- Long-term LC and FC Deposit ratings were downgraded to Ba3
     from Ba2, outlook was revised to stable.

Denizbank A.S.:

  -- Long-term LC and FC Deposit ratings were downgraded to Ba2
     from Ba1, outlook was revised to negative.

VTB24:

  -- BSFR was lowered to E+ from D- (now equivalent to a BCA of
     b1), outlook was revised to stable;

  -- Long-term LC Deposit rating was downgraded to Ba1 from Baa3,
     outlook was revised to negative;

  -- Long-term LC Senior Secured rating was downgraded to Ba1
     from Baa3, outlook was revised to negative;

  -- Long-term LC Senior Secured rating was downgraded to (P)Ba1
     from (P)Baa3;

  -- Long-term FC Deposit rating was downgraded to Ba2 from Ba1,
     outlook was revised to negative;

  -- Short--term LC Deposit rating was downgraded to NP from P-3.

VTB Capital S.A.:

  -- Long-term FC Senior Secured and Senior Unsecured ratings
     were downgraded to Ba1 from Baa3, outlook was revised to
     negative.

VTB Capital plc:

  -- BSFR was lowered to E+ from D- (now equivalent to a BCA of
     b1), outlook was revised to stable;

  -- Long-term LC and FC Deposit ratings were downgraded to Ba3
     from Ba1, outlook was revised to negative.

VTB Bank (Austria) AG:

  -- BSFR was lowered to E+ from D- (now equivalent to a BCA of
     b1), outlook was revised to stable;

  -- Long-term LC and FC Deposit ratings were downgraded to Ba3
     from Ba1, outlook was revised to negative.

VTB Bank (Deutschland) AG:

  -- BSFR was lowered to E+ from D- (now equivalent to a BCA of
     b1), outlook was revised to stable;

  -- Long-term LC and FC Deposit ratings were downgraded to Ba3
     from Ba1, outlook was revised to negative.

VTB Bank (Armenia):

  -- BSFR was lowered to E+ from D- (now equivalent to a BCA of
     b1), outlook was revised to stable;

  -- Long-term LC Deposit rating was downgraded to Ba3 from Ba2,
     negative outlook

VTB Bank (Azerbaijan):

  -- Long-term LC and FC Deposit ratings were downgraded to B1
     from Ba3, outlook was revised to negative.

Bank of Moscow:

  -- Long-term LC and FC Deposit ratings were downgraded to Ba2
     from Ba1, outlook was revised to negative;

  -- Long-term LC and FC Senior Unsecured ratings were downgraded
     to Ba2 from Ba1, outlook was revised to negative;

  -- Long-term FC Senior Unsecured MTN program rating was
     downgraded to (P)Ba2 from (P)Ba1;

  -- Long-term FC Subordinate rating was downgraded to B1 from
     Ba3, outlook was revised to negative.

Kuznetski Capital S.A.:

  -- Long-term FC BACKED Subordinate rating was downgraded to B1
     from Ba3, outlook was revised to negative.

SME Bank:

  -- Long-term LC Deposit rating was downgraded to Ba1 from Baa3,
     outlook was revised to negative;

  -- Long-term FC Deposit rating was downgraded to Ba2 from Ba1,
     outlook was revised to negative;

  -- Long-term LC Senior Unsecured rating was downgraded to Ba1
     from Baa3, outlook was revised to negative.



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


BANCO DE INVESTIMENTO: Moody's Affirms Ba1 Mortgage Bonds Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the Baa1 ratings on the
mortgage covered bonds issued by Banco de Investimento
Imobiliario S.A. (unrated) (the BII covered bonds) and the Ba1
ratings on mortgage covered bonds issued by Banco Comercial
Portugues, S.A. (deposits B1 negative, bank financial strength
rating E/adjusted baseline credit assessment (BCA) caa2) (the BCP
mortgage covered bonds).

This rating action concludes the review of the above ratings,
initiated on Oct. 31, 2014.

Moody's have confirmed that the Over-Collateralisation held by
BII and BCP Covered Bonds are sufficient in amount and form to
maintain the current ratings.

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond.  COBOL
determines expected loss as (1) a function of the probability
that the issuer will cease making payments under the covered
bonds (a CB anchor event), and (2) the stressed losses on the
cover pool assets following a CB anchor event.

The CB anchor for the BII covered bonds and BCP mortgage covered
bonds is the senior unsecured rating plus zero notches, given the
debt ratio is between 5% and 10% and the uplift of the issuer's
senior unsecured rating over the adjusted BCA is four notches.

For each program given below, the cover pool losses are an
estimate of the losses Moody's currently models following a CB
anchor event.  Moody's splits cover pool losses between market
risk and collateral risk.  Market risk measures losses stemming
from refinancing risk and risks related to interest-rate and
currency mismatches (these losses may also include certain legal
risks).  Collateral risk measures losses resulting directly from
the cover pool assets' credit quality. Moody's derives collateral
risk from the collateral score.

The cover pool losses of the BII covered bonds are 19.7%, with
market risk of 13.0% and collateral risk of 6.7%. The collateral
score for this program is currently 10%.  The over-
collateralization (OC) in this cover pool is 19.7%, of which the
issuer provides 7.0% on a "committed" basis.  The minimum OC
level that is consistent with the Baa1 rating target is 12.5%.
These numbers show that Moody's is relying on "uncommitted" OC in
its expected loss analysis.

The cover pool losses of BCP mortgage covered bonds are 27.7%,
with market risk of 21.0% and collateral risk of 6.7%.  The
collateral score for this program is currently 10%.  The OC in
this cover pool is 34.7%, of which the issuer provides 5.3% on a
"committed" basis.  The minimum OC level that is consistent with
the Ba1 rating target is 0.5%.  These numbers show that Moody's
is not relying on "uncommitted" OC in its expected loss analysis.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's, please refer to "Moody's Global
Covered Bonds Monitoring Overview", published quarterly.  All
numbers in this section are based on the most recent Performance
Overview, which used data of Sep. 30, 2014.

TPI FRAMEWORK: Moody's assigns a TPI, which measures the
likelihood of timely payments to covered bondholders following a
CB anchor event.  The TPI framework limits the covered bond
rating to a certain number of notches above the CB anchor.

For the BII covered bonds, Moody's has assigned a TPI of
Probable-High. For the BCP mortgage covered bonds, Moody's has
assigned a TPI of Improbable.

The CB anchor is the main determinant of a covered bond program's
rating robustness.  A change in the level of the CB anchor could
lead to an upgrade or downgrade of the covered bonds.  The TPI
Leeway measures the number of notches by which Moody's might
lower the CB anchor before downgrading the covered bonds because
of TPI framework constraints.

The TPI assigned to the BII covered bond program is Probable-
High.  The TPI Leeway for the BII covered bond program is zero
notches, and thus any reduction of the CB anchor may lead to a
downgrade of the covered bonds.

The TPI assigned to the BCP mortgage covered bonds is Improbable.
The TPI Leeway for the BCP mortgage covered bonds is zero to one
notch, and thus any reduction of the CB anchor may lead to a
downgrade of the covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain circumstances, such as (1) a sovereign downgrade
negatively affecting both the CB anchor and the TPI, (2) a
multiple-notch downgrade of the CB anchor, or (3) a material
reduction of the value of the cover pool.

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in March 2014.

Moody's published a Request for Comment (RFC) on Jan. 8, 2015.
In the RFC, Moody's propose an adjustment to the anchor point
used in the covered bond analysis.  The proposed changes in this
RFC apply to all new and existing ratings for covered bonds.  If
Moody's adopt the proposed changes, expect more covered bond
ratings to be positively affected than negatively affected.
However, in light of the banking RFC and the CR rating RFC,
measure Moody's is not in a position to fully assess and disclose
the exact impact of the proposed changes to Moody's covered bond
methodology.


BANCO POPULAR ESPANOL: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Spain-based Banco Popular Espanol
S.A.'s (Popular) Long-term Issuer Default Rating (IDR) at 'BB+'
and Viability Rating (VR) at 'bb-'. The Outlook on its Long-term
IDR is Negative. At the same time, the agency has affirmed
Popular's Short-term IDR of 'B', Support Rating (SR) of '3' and
Support Rating Floor (SRF) of 'BB+'.

KEY RATING DRIVERS - IDRS, SR, SRF AND SENIOR DEBT RATINGS

Popular's IDRs and senior debt ratings are driven by the bank's
SRF. Popular's SR of '3' and SRF of 'BB+' reflect Fitch's view so
far that there is a moderate likelihood of support for the bank
from the Spanish authorities, if needed. This is because of
Popular's domestic importance with a nationwide market share of
deposits of around 7%.

The Negative Outlook reflects Fitch's opinion that there is a
clear intent to reduce implicit state support for financial
institutions in the EU, as shown by a series of legislative,
regulatory and policy initiatives, including the EU's Bank
Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM).

RATING SENSITIVITIES - IDRS, SR, SRF AND SENIOR DEBT RATINGS

Popular's IDRs and senior debt ratings are predominantly
sensitive to the same factors that may drive a change in its SR
and SRF.

The SR and SRF are sensitive to a weakening of the assumptions
around Spain's ability and propensity to provide timely support
to the bank. Of these, the greatest sensitivity is to progress
made in implementing the BRRD and the SRM. Fitch expects to
downgrade Popular's SR to '5' and revise its SRF to 'No Floor' by
end-1H15. A downward revision of the SRF would result in the
alignment of Popular's Long-term IDR and senior debt ratings with
its VR.

KEY RATING DRIVERS - VIABILITY RATING

Popular's VR of 'bb-' factors in the bank's weak asset quality
indicators, reflecting its large exposure to problematic real
estate development assets. This in turn puts pressure on its
internal capital generation capacity and leaves capital
vulnerable to additional collateral valuation shocks. The VR also
reflects Popular's strong SME banking franchise in Spain, which
provides healthy recurrent revenues, and the bank's adequate
funding and liquidity position.

The bank's exposure to loans for real estate development and
foreclosed properties accounted for a high 16.5% of total end-
2014 assets. Fitch calculates Popular's NPLs represent 19.5% of
end-2014 gross loans (25.6% including foreclosures). In 2014, NPL
volumes declined by 4%, helped by lower gross NPL entries, write-
offs and foreclosures. The latter increased by 24% to EUR8.4
billion, despite an acceleration of real estate asset sales to
EUR1.5 billion.

Popular's Fitch core capital ratio improved to an acceptable
10.6% at end-2014 from 8.4% at end-2013. The bank issued
EUR750 million additional Tier 1 securities in February 2015,
which together with the existing eligible outstanding hybrid debt
increases Fitch's eligible capital (FEC) ratio up to 12.7% on a
proforma basis. However, the stock of unreserved problem assets
exceeded 2x end-2014 FEC, reflecting that capital is still
vulnerable to further asset quality stress.

In Fitch's view, Popular's strong SME franchise, with a market
share of roughly 17% in Spain, provides it with some pricing
power that translates into relatively wide client margins and
resilient revenues. However, given the bank's weak asset quality
and its SME focus, Fitch expects impairment charges to continue
to partially erode bottom line earnings in the medium-term.

Popular's funding profile is adequate for its business profile.
Fitch calculates that the bank had a loan-to-deposit ratio
(adjusted for reserves, securitization and mediation loans) of
116% and held a portfolio of unencumbered ECB-eligible assets
accounting for 6.2% of total assets at end-2014.

RATING SENSITIVITIES - VIABILITY RATING

Fitch considers a potential upgrade of the VR in the next 12 to
18 months would be driven by an expected positive trend in asset
quality and capital.

In particular, upside potential for Popular's VR is reliant upon
the bank's ability to reduce its portfolio of real estate assets,
both loans and foreclosed assets, which together with improving
NPL trends should translate into better asset quality metrics. An
increase in reserve coverage ratios for problem assets could also
help to achieve this. A combination of improving asset quality
and internal capital generation capacity should also help the
bank to further strengthen its capital base. Downward pressure on
the VR is limited but could arise if there is further
deterioration in Popular's asset quality metrics.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by Popular and
its funding vehicles are all notched down from its VR in
accordance with Fitch's 'Assessing and Rating Bank Subordinated
and Hybrid Securities' criteria. Their ratings are primarily
sensitive to any change in Popular's VR.

Subordinated (lower Tier 2) debt is rated one notch below
Popular's VR to reflect below average loss severity of this type
of debt when compared with average recoveries.

The preference shares are rated three notches below Popular's VR
to reflect higher loss severity risk of these securities when
compared with average recoveries (two notches from the VR) as
well as moderate risk of non-performance relative to its VR (an
additional one notch). For the latter, coupons can be paid out of
distributable reserves.

The rating actions are as follows:

Popular:

Long-term IDR: affirmed at 'BB+; Outlook Negative
Short-term IDR: affirmed at 'B'
VR: affirmed at 'bb-'
Support Rating: affirmed at '3'
SRF: affirmed at 'BB+'
Long-term senior unsecured debt program: affirmed at 'BB+'
Short-term senior unsecured debt program and commercial paper:
affirmed at 'B'
Subordinated lower Tier 2 debt: affirmed at 'B+'

BPE Financiaciones S.A.:

Long-term senior unsecured debt and debt program (guaranteed by
Popular): affirmed at 'BB+'
Short-term senior unsecured debt program (guaranteed by Popular):
affirmed at 'B'

BPE Preference International Limited

Preference shares: affirmed at 'B-'

Popular Capital, S.A.

Preference shares: affirmed at 'B-'


BBVA LEASING 1: Fitch Affirms 'Csf' Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings has upgraded BBVA Leasing 1, FTA's class A notes
and affirmed the rest as follows:

EUR29.3 million Class A1 notes upgraded to 'BBBsf' from 'BB+sf';
Outlook Stable

EUR62.6 million Class A2 notes upgraded to 'BBBsf' from 'BB+sf';
Outlook Stable

EUR82.5 million Class B notes affirmed at 'CCsf'; Recovery
Estimate 60%

EUR61.3 million Class C notes affirmed at 'Csf'; Recovery
Estimate 0%

BBVA Leasing 1 FTA is a securitization of a pool of leasing
contracts (real estate leases and chattel finance leases)
originated by Banco Bilbao Vizcaya Argentaria S.A. (BBVA; A-
/Stable/F2) and extended to non-financial small- and medium-
enterprises (SMEs) domiciled in Spain. BBVA is also servicer,
account bank and swap provider for the transaction.

KEY RATING DRIVERS

The upgrade of the class A notes is driven by an improvement in
performance and by the build-up of credit enhancement, provided
by the subordination of the class B and class C notes. As of the
latest reporting date in January 2015, arrears in excess of 30
days have decreased to 6.3% from a 10.3% peak in 2011. Cumulative
defaults reached 4.8% and we believe that they will stabilize at
5%-7%.

However, the transaction is exposed to increasing obligor
concentration levels. As of the latest reporting date, the
largest 20 borrowers accounted for 11.1% of the outstanding
collateral balance, which compares with only 3.5% at closing in
2007. Fitch has captured a lifetime default assumption of 15% to
address tail risk from significant obligor concentration.

The affirmation of the class B and class C notes at 'CCsf' and
'Csf', respectively, is driven by an outstanding principal
deficiency ledger of EUR64.3 million. With limited excess spread,
coupled with slow incoming recoveries, it is unlikely that PDL
will be significantly reduced in the near term.

RATING SENSITIVITIES

The class A notes could be upgraded if performance continues to
improve, or if obligor concentration levels decrease. However,
the class A notes are exposed to servicer disruption risk, since
the reserve fund is fully depleted and the structure lacks a
dedicated liquidity facility to address class A interest
shortfalls.

In Fitch's rating analysis, expected remaining defaults and
lifetime recoveries are each assumed at 15%, the latter to
reflect low historical recoveries. The ratings are fairly robust.

Expected impact upon the note ratings of increased defaults
(class A/B/C):
Current Rating: 'BBBsf'/'CCsf'/'Csf'
Increase expected case defaults by 50%: 'BBB-sf'/'CCsf'/'Csf'
Expected impact upon the note ratings of reduced recoveries
(class A/ B/C):
Current Rating: 'BBBsf'/'CCsf'/'Csf'
Reduce expected case recoveries by 50%: 'BBBsf'/'CCsf'/'Csf'

Expected impact upon the note ratings of increased defaults and
reduced recoveries (class A/ B/C):
Current Rating: 'BBBsf'/'CCsf'/'Csf'
Increase expected case defaults by 50%; reduce expected case
recoveries by 50%: 'BB+sf'/'CCsf'/'Csf'


CAMPOFRIO FOOD: Moody's Affirms 'Ba3' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
rating (CFR) and Ba3-PD probability of default rating (PDR) of
Campofrio Food Group, S.A.

Moody's also affirmed the Ba3 ratings on the company's Senior
Unsecured Notes due 2016.

Concurrently, Moody's has assigned a (P)Ba3 rating to the new
EUR500 million Senior Unsecured Notes due 2022.  Net proceeds
from the issuance after fees and expenses will be used to repay
the Senior Unsecured Notes due 2016 including the call premium.

Once the refinancing is complete, Moody's will withdraw the Ba3
rating on the existing Senior Unsecured Notes due 2016.

The outlook on all ratings remains stable.

Moody's issues provisional ratings in advance of the final sale
of securities.  Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavor to
assign a definitive rating to the new Senior Unsecured Notes.  A
definitive rating may differ from a provisional rating.

Assignments:

Issuer: Campofrio Food Group, S.A.

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Assigned (P)Ba3, LGD4

Outlook Actions:

Issuer: Campofrio Food Group, S.A.

  -- Outlook, Remains Stable

Affirmations:

Issuer: Campofrio Food Group, S.A.

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Corporate Family Rating (Foreign Currency), Affirmed Ba3

  -- Senior Unsecured Regular Bond/Debenture (Local Currency) Due
     2016, Affirmed Ba3, LGD4

Pro-forma for the envisaged refinancing, the group's debt capital
structure will consist of EUR500 million Senior Unsecured Notes
due 2022 with debt issued by Campofrio Food Group, S.A., in line
with the previous transaction.  Leverage is broadly unchanged as
a result of the refinancing and amounts to 4.8x on a Moody's-
adjusted basis after taking into account off-balance sheet
factoring, operating leases and pensions.

The rating is constrained by the company's concentration in Spain
and Italy, its exposure to volatile pig carcass prices, its
single protein exposure with pork representing the vast majority
of its products, the risks of price pressure from the rise of
supermarket discounters and execution risks in relation to
rebuilding the Burgos factory following the recent fire and
recovering lost market share.  In addition the rating reflects
the relatively high gross leverage of 4.8x on a Moody's-adjusted
basis as at December 31, 2014 which includes non-recourse
factoring of EUR170 million.

More positively, the rating is supported by the company's market
leadership in Europe, its portfolio of strong brands and private
label products, and its strong track record of protecting margins
through a period of record raw material costs.  It also
recognizes the support from insurers and governmental agencies in
response to the factory fire and the quality of management in the
disaster recovery process.  In addition, the rating reflects the
improving cash flow metrics anticipated through reduced interest
costs as a result of the new bond issue, and lower capital
expenditures and exceptional items following the end of the
large-scale efficiency program.

Campofrio's CFR of Ba3 incorporates an assessment that its
standalone credit profile remains equivalent to B1.  Moody's has
uplifted the standalone rating by one notch as a result of the
assessment of the strength and likelihood of support from
Campofrio's parent companies, Sigma Alimentos S.A. de C.V.
(Sigma - Baa3 negative), Sigma's parent Alfa, S.A.B. de C.V.
(Baa3 stable) and WH Group Limited (unrated).

Campofrio reported revenue growth of 2.3% in the year ended
Dec. 31, 2014 from the previous year and an increase in
normalized reported EBITDA margin from 7.7% to 8.2% (as per
company's reported data including indemnities for losses caused
by the factory fire).  This was driven by continuing cost
savings, improving economic trends in Spain and reduced hog
prices.

On Nov. 16, 2014 a fire destroyed the company's main production
plant in Burgos, Spain.  This facility accounted for
approximately 47% of Spanish sales volumes and 15% of group
volumes.  The company understands that it is adequately covered
by its insurance policies including property damages and business
interruption costs for 12 months following the fire.  The company
has reallocated over 90% of production to its other factories or
to third parties and plans to complete reconstruction of the
factory in 2016.

Campofrio has a good liquidity profile. Alongside the new senior
bond issue the company will issue new 3 year revolving credit
facilities (RCF) totaling EUR120 million which partially replaces
its short-term bilateral financing.  As of Dec. 31, 2014 the
company held cash of EUR188 million, including EUR71.6 million of
insurance claim advances.  The company has access to further
liquidity through short-term bilateral facilities of EUR148
million in addition to amounts being replaced by the RCF.  This
provides significant headroom to support the company's
requirements, given expected improvements in free cash flow and
taking into account the scheduled amortization of its remaining
EUR30 million bank debt.

The stable outlook is based on the expectation that on a
standalone basis the company will maintain its current operating
performance and achieve further gradual deleveraging combined
with improvement in its adjusted EBIT margin.  It also assumes
that the Burgos factory rebuild and recovery of market share
following the Burgos fire is achieved in line with the company's
plans.

Campofrio's ratings could potentially be upgraded if there is an
improvement in the company's profitability leading to sustainable
adjusted Debt/EBITDA of around 4.0x, combined with an improvement
in the adjusted EBIT margin while generating positive free cash
flow and maintaining a good liquidity profile.

The ratings could be downgraded if adjusted Debt/EBITDA is
approaching 6.0x.  Any concerns about liquidity or significant
negative trends in the company's key markets are also likely to
result into downward rating pressure.

Campofrio's ratings could also change if there are any material
changes to the nature of parental support.

The principal methodology used in these ratings was Global
Packaged Goods published in June 2013.  Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Madrid, Campofrio is the largest producer of
processed meat products in Europe.  In the year ended
Dec. 31, 2014, Campofrio generated approximately EUR1.9 billion
revenue and EUR170 million Moody's adjusted EBITDA.


HULLERA VASCO: Starts Pre-Insolvency Talks
------------------------------------------
Reuters reports that Hullera Vasco Leonesa SA said the company
starts negotiations with its creditors as regulated in pre-
insolvency law.

The company said it considers suspension of employment contracts
which will take effect at end of March, Reuters relates.

Spain-based Hullera Vasco Leonesa SA is primarily engaged in the
exploration, exploitation and distribution of coal, mainly
intended for the supply to the electric energy sector. The
Company develops its activities in the Cinera-Matallana basin,
which is located in the province of Leon.



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


NORDEA BANK: Moody's Rates Tier 1 Securities 'Ba1(hyb)'
-------------------------------------------------------
Moody's Investors Service assigned a Ba1(hyb) rating to the 'high
trigger' additional tier 1 (AT1) securities issued in September
2014 by Nordea Bank AB (senior unsecured Aa3, negative; bank
financial strength rating (BFSR) C stable/baseline credit
assessment (BCA) a3).  The outlook on the new rating for the AT1
securities is stable, in line with the outlook on Nordea's
unsupported ratings.

These perpetual non-cumulative AT1 securities rank junior to
Tier 2 capital, pari passu with any other deeply subordinated
debt securities and senior to all classes of Nordea's share
capital and other capital instruments that qualify as common
equity tier 1 (CET1) capital.  Coupons may be cancelled in full
or in part on a non-cumulative basis at the issuer's discretion
or mandatorily if the distributable items are insufficient.  The
principal of the securities is partially or fully written down if
Nordea's group-level CET1 capital ratio falls below 8% or if
Nordea's bank-level CET1 capital ratio falls below 5.125%.

Nordea did not participate in the rating action for this
security.  Whilst Nordea is a Participating Issuer, subject to
Moody's definition of participation as referring to the
relationship Moody's maintains with the rated entity, Nordea did
not participate in the rating action for this security.

The Ba1(hyb) rating assigned to the securities reflects Moody's
approach to rating 'high trigger' securities.  This methodology
takes account of the credit risk associated with the distance to
trigger breach and the credit risk of these securities'
non-viability component, which also captures the risk of coupon
suspension on a non-cumulative basis.

With regards to the AT1 securities' dual trigger structure,
Moody's based its rating assessment on the higher of the two
triggers, namely the 8% CET1 ratio trigger point at the Nordea's
group level rather than the 5.125% CET1 ratio trigger applied at
the unconsolidated bank level.  This is because Moody's believes
that the 8% trigger is likely to be breached before the 5.125%
trigger in many scenarios.

According to its methodology for 'high trigger' contingent
capital securities, Moody's rates to the lower of a model-implied
rating and a non-viability security rating.  As such, Moody's
first applied a model to assess the probability of Nordea's
group-level CET1 ratio reaching the write-down trigger and the
loss severity if the trigger is breached.  The model is based on
Nordea's BCA of a3, which incorporates Nordea's overall intrinsic
credit strength and Nordea's group-level CET1 capital ratio of
15.7% as of end-2014 (Nordea's bank level CET1 ratio was 21.8% at
the same date). The model gives an outcome of Ba1(hyb).

In the absence of a non-viability security being rated, the model
outcome was then compared with the Baa3(hyb) rating of a
hypothetical non-viability security, which would be positioned at
three notches below the bank's BCA of a3.  The non-viability
rating captures the probability of a bank-wide failure, the risk
of coupon suspension on a non-cumulative basis, and loss severity
if one or both of these events happen.

In addition, Moody's ran a sensitivity analysis on Nordea that
factors in changes to the group-level CET1 ratio and Nordea's
BCA.  The outcome of this sensitivity analysis confirms that a
Ba1(hyb) rating is resilient under the main plausible scenarios.

The rating of this instrument could be upgraded if either of the
following occur: (1) Nordea's BCA is raised or (2) Nordea's group
level CET1 ratio is strengthened above 18%.

Conversely, downward pressure on the rating of this instrument
could develop if Nordea's a3 BCA were adjusted downwards or if
Nordea's group level CET1 ratio were to reduce to below 14% on an
ongoing basis.  In addition, Moody's would also reconsider the
rating if the probability of a coupon suspension increased.

The principal methodology used in these ratings was Global Banks
published in July 2014.



===========
T U R K E Y
===========


NYKREDIT REALKREDIT: Fitch Assigns BB+ Rating to Tier I Notes
-------------------------------------------------------------
Fitch Ratings has assigned Nykredit Realkredit AS's (A/Stable/F1)
issue of additional Tier 1 notes a final rating of 'BB+'.
The final rating is in line with the expected rating Fitch
assigned to the notes on February 13, 2015.

KEY RATING DRIVERS

The notes are CRD IV-compliant perpetual non-cumulative
resettable additional Tier 1 instruments with a call option after
just after five years. The notes are subject to temporary write-
down if the common equity Tier 1 (CET1) ratio of Nykredit
Realkredit and/or Nykredit Realkredit Group and/or Nykredit
Holding Group falls below 7.125%, and any coupon payments may be
cancelled at the discretion of the bank.

The rating is five notches below Nykredit Realkredit's 'a'
Viability Rating (VR) in accordance with Fitch's criteria for
assessing and rating bank subordinated and hybrid securities. The
notching reflects the notes' higher expected loss severity
relative to senior unsecured creditors (two notches) and higher
non-performance risk (three notches) given the fully
discretionary coupon payments. Nykredit Realkredit's large
capital buffer above the 7.125% CET1 trigger and regulatory
minimum capital ratios is sufficient to limit the notching for
non-performance risk to three (which could otherwise result in
wider notching).

Given the securities are perpetual, their deep subordination,
coupon flexibility and going concern mandatory write-down of the
instruments, Fitch has assigned 100% equity credit.

RATING SENSITIVITIES

As the notes are notched from Nykredit Realkredit's VR, their
rating is primarily sensitive to a change in the VR. The notes'
rating is also sensitive to a wider notching if Fitch changes its
assessment of the probability of the notes' non-performance risk
relative to the risk captured in Nykredit Realkredit's VR.



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


MHP SA: Faces Uncertainty on Eurobond Refinancing, Moody's Says
---------------------------------------------------------------
Moody's Investors Service said that MHP S.A. (Caa2 negative), one
of Ukraine's leading agro-industrial groups, faces uncertainty
over its ability to refinance its upcoming US$235 million
Eurobond maturity on April 29, 2015.  For a successful
refinancing, MHP remains reliant on continuing access to a
facility from the International Finance Corporation (IFC, Aaa
stable), and given the weak political and economic environment in
Ukraine it is still not clear whether disbursement of approved
funds will go ahead.  However, in Moody's view, MHP's chances of
receiving the necessary refinancing are likely to have improved
following (1) the ceasefire deal signed in Minsk on February 12
and (2) the announcement on the same day by the International
Monetary Fund (IMF) of a preliminary agreement to extend funding
to Ukraine.

MHP had addressed the impending maturity well in advance by
arranging a US$200 million loan with the IFC in June 2014.
However, there still remains a high degree of uncertainty over
the availability of this loan given that, according to the terms
of the loan, the IFC retains the right to cancel or suspend the
disbursement in the event of a significant deterioration of the
political and/or economic environment in Ukraine.  If the loan is
cancelled, MHP will likely not be able to repay the Eurobond in
full from other sources currently available to the company.

Since the facility agreement with the IFC was signed, however,
there has been (1) a further escalation of conflict in East
Ukraine, (2) a second wave of sharp hryvnia devaluation in
February 2015, and (3) ongoing uncertainty over the exact timing
and the size of any financial support from the IMF to Ukraine.
The IFC could treat any of these factors as a trigger to cancel
the loan.

Offsetting these factors to an extent is the ceasefire deal
agreed in Minsk on February 12, should this hold.  Also, the IMF
announced on the same day a preliminary agreement to extend its
four-year financial package to Ukraine to US$40 billion from
US$17 billion, of which the IMF itself plans to provide US$17.5
billion, with the final decision to be made in the coming weeks.
The World Bank, to which group the IFC belongs, also announced
that it will be providing up to US$2 billion to Ukraine in 2015.
A substantial but unspecified proportion of the financing package
is expected to come from private sector bondholders, who have
been asked to restructure Ukraine's US$17 billion in outstanding
sovereign Eurobonds to provide the government with a grace period
on the principal payments due on the bonds over the next four
years. It is not clear to what extent this strategy would be
extended to the private sector.

In addition, despite the financial and political crisis in
Ukraine, MHP has managed to demonstrate strong operating and
financial results throughout 2014 and Moody's expects them to
remain fairly healthy going forward.  In the 12-month period
ended September 2014, MHP's revenues remained almost flat, while
its adjusted EBITDA margin improved to 37% from 27% in 2013.  The
company also reduced its adjusted leverage (debt/EBITDA) to 2.6x
from 3.7x in 2013.  The rating agency expects that in 2015 MHP
will remain within its internal leverage guidance of net
debt/EBITDA below 3.0x, while its profitability should remain
robust with adjusted EBITDA margin of around 35%-40%.

It is likely that the IFC would consider the deal in Minsk, the
IMF's agreement and MHP's healthy operating and financial results
as supportive factors when deciding on the disbursement.
However, uncertainty will persist until mid-March 2015 when the
loan is scheduled to be disbursed.

MHP S.A. is one of Ukraine's leading agro-industrial groups.  The
company's operations include the production of poultry and
sunflower oil, as well as the production and sale of convenience
foods.  In addition, MHP is vertically integrated into grain and
fodder production, and operates one of the largest land banks in
Ukraine.  As of the 12 months ended September 2014, the company's
dollar-denominated total revenue and adjusted EBITDA amounted to
around US$1.5 billion and US$537 million, respectively.


OSTCHEM: Delayed Court Hearings on Debts Cause Large State Losses
-----------------------------------------------------------------
Interfax-Ukraine reports that the delay of court hearings on the
gas debts of Ostchem's enterprises has caused large losses to the
state, a subsidiary of national joint-stock company Naftogaz
Ukrainy has said.

"Disputing the lawfulness of the gas sale and purchase
agreements, enterprises of Ostchem Group use the courts to avoid
payments to Gaz Ukrainy for gas consumed in 2009-2011.  Debtors
are all Ukrainian enterprises of Ostchem Group and their debt is
worth over UAH4 billion.  Lawyers of the group selected the
tactic of delaying court hearings and artificial bankruptcies and
this tactic allows chemical companies not to return debts to the
state for many years," the deputy director for work with
counterparties at Gaz Ukrainy, Tetiana Bondar, said during a
press conference at Interfax-Ukraine.

She said that the state faces large losses due to this, Interfax-
Ukraine relays.

"Calculations of the cost of state 'crediting' of chemical
enterprises of Ostchem Group (for example, at 25% per annum in
hryvnias) show that in 30 days of using the sum of UAH4 billion
by the debtors costs UAH82.2 million of direct losses to the
state and one day of this 'crediting' costs UAH2.7 million to the
state.  If we take into account that the U.S. dollar exchange
rate was UAH8 in 2009-2010, with the current unstable exchange
rate the losses of the state grows by several times," Ms. Bondar,
as cited by Interfax-Ukraine, said.



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


BOSTON PRIME: Rollings Oliver Appointed Special Administrators
--------------------------------------------------------------
Michael David Rollings -- mike.rollings@rollingsoliver.com -- and
Steven Edward Butt -- steve.butt@rollingsoliver.com -- of
Rollings Oliver LLP were appointed as Joint Special
Administrators of Boston Prime Limited on Feb. 9, 2015 by order
of the High Court.

The objectives of the Special Administration set out in the
Investment Bank Special Administration Regulations 2011 includes,
amongst other things, ensuring the return of client assets as
soon as is reasonably practicable.

Following their appointment, the Joint Special Administrators are
seeking to obtain relevant information to assist in the
reconciliation of client positions and to facilitate such a
release of client funds.

"To assist the Joint Special Administrators with this, they will
be writing to clients to request confirmation of the amounts due
to them. At the same time, clients (and other creditors) will
receive details as to how to make a claim in the Special
Administration and by when their claim should be submitted,"
Rollings Oliver said in a statement.

"In order to provide you with information in relation to the
Special Administration process and answer your queries as quickly
as possible, the Joint Special Administrators have set up this
dedicated webpage http://www.rollingsoliver.com/bostonprime/as
well as a dedicated email address boston.prime@rollingsoliver.com
to receive all emails from clients in relation to their claims.
Clients will be provided with a password to access documentation
held on the webpage and this will be updated when further
relevant information becomes available.

"A Frequently Asked Questions section will be available shortly
to provide some background information on the nature and purpose
of the Special Administration process and other general issues
and this should be referred to in the first instance. If specific
queries cannot be answered from the information provided on the
dedicated webpage, please contact us using the email address
provided above."

Boston Prime Limited is authorised and regulated by the Financial
Conduct Authority (FCA) in the UK, reference number is 539846.
Registered office is 6 Snow Hill, London, EC1A 2AY with company
number 07435569.

The affairs, business and property of the company are being
managed by the Joint Special Administrators who act as agents of
the company and without personal liability.

Michael David Rollings and Steven Butt are licensed to act as
Insolvency Practitioners in the UK by the Insolvency
Practitioners Association.


CO-OPERATIVE BANK: Chief Operating Officer Steps Down
-----------------------------------------------------
James Titcomb at The Telegraph reports that Bob Rickert,
Co-operative Bank's chief operating officer, has left the company
after little more than a year, in the latest high-profile
departure from the troubled bank.

Mr. Rickert, tasked with helping restructure the bank, left last
week, The Telegraph understands.

According to The Telegraph, Mr. Rickert's departure is the latest
in a series of senior changes at the Co-op Bank, which is
struggling to turn itself around after a GBP1.5 billion financial
black hole saw it fall into the hands of private equity and hedge
fund investors.

The bank, which does not expect to make a profit until at least
2017, has been hit by revelations about its former chairman
Paul Flowers' drug use and failed December's Bank of England
stress tests, designed to scrutinize banks' ability to weather a
downturn, The Telegraph relays.

Mr. Rickert, a former Barclays executive, joined the Co-op Bank
in October 2013 to oversee its "turnaround plan" of shrinking
assets and returning to profitability, The Telegraph recounts.

He is unlikely to be replaced, with his responsibilities set to
be dispersed across the management team, The Telegraph notes.

The Co-operative Bank is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,
Manchester.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on April 25,
2014, Moody's Investors Service downgraded by one notch to Caa2
the Co-Operative Bank Plc's senior unsecured debt and deposit
ratings, and maintained the negative outlook on the ratings.  The
bank's standalone bank financial strength rating (BFSR) was
affirmed at E, which is equivalent to a baseline credit
assessment (BCA) of ca.  The BFSR has a stable outlook.


EA BIRD & SONS: Goes Into Voluntary Liquidation
-----------------------------------------------
retfordtoday.co.uk reports that E.A Bird & Sons Ltd, a renowned
butchers in Worksop has gone into voluntary liquidation, it is
claimed.

Staff at E.A Bird & Sons Ltd, on Bridge Place, told the Guardian
they were made aware of the announcement within the last hour,
according to retfordtoday.co.uk.

The report notes that it is thought the branch in the town has
around eight employees and has been situated in Worksop for over
100 years.

Manager Vince Lunn told the Guardian that staff had no inkling it
was going to happen, the report adds.


HSS FINANCING: S&P Hikes Corp Credit Rating to BB-, Outlook Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on U.K.-based equipment rental services provider
HSS Financing PLC (trading as HSS Hire) to 'BB-' from 'B'.  The
outlook is positive.

At the same time, S&P raised its issue rating on the group's
outstanding GBP136 million senior secured fixed rate notes, due
2019, to 'BB' from 'B'.

S&P removed all the ratings from CreditWatch, where it had placed
them with positive implications on Jan. 19, 2015.

The upgrades follow HSS' IPO on the London Stock Exchange, and
reflect S&P's opinion that HSS will maintain a more moderate
financial policy as a publicly traded company, notwithstanding
its partial ownership by private equity sponsor Exponent.  In
S&P's view, publicly traded companies tend to exercise less
aggressive financial policies than firms owned entirely by
private equity interests.

HSS raised GBP89.5 million of net proceeds from the IPO, and
applied GBP64 million of these proceeds to the partial redemption
of its GBP200 million senior secured fixed rate notes, resulting
in a lower outstanding principal of GBP136 million.  The balance
of the IPO proceeds was used to reduce existing drawings under
the RCF.  Shortly before the IPO, Exponent converted all of its
shareholder loans and accrued payment-in-kind (PIK) interest to
pure common equity.

Due to this reduction in debt and the group's current strong
operating performance, S&P now forecasts Standard & Poor's-
adjusted ratio of debt to EBITDA of about 2.25x at the end of
fiscal 2015, with adjusted funds from operations (FFO) to debt of
about 35% at the same time.  These ratios are commensurate with
an "intermediate" financial risk profile.  S&P considers the risk
of releveraging to be low, and we also anticipate that Exponent
will further reduce its stake in HSS over the rating horizon of
12-18 months.  As such, S&P has revised its financial policy
score to 'FS-4' from 'FS-6'.  This automatically caps the
financial risk score at "significant" under S&P's criteria.  For
this financial policy score to be revised again (to 'neutral'
from 'FS-4') S&P would expect to see Exponent's stake reduce to
below 40% along with sustained good operating performance.

S&P continues to assess HSS Hire's business risk profile as
"weak," reflecting the group's high geographical concentration.
It generates almost all its revenues in the U.K. and more than
one-third in London and the southeast of England.  HSS Hire is
the No. 2 equipment rental provider in the U.K. business-to-
business market, which is well-penetrated and highly competitive.
The players in this market price aggressively and differentiate
themselves on speed and quality of service.

S&P's base-case operating scenario for fiscal 2015 includes:

   -- Revenues growing to more than GBP330 million.

   -- A gradual improvement in the group's adjusted EBITDA margin
      to more than 30%, as management continues to optimize the
      cost base.

   -- Adjusted FFO in excess of GBP75 million, continuing a trend
      of robust cash flow generation.

   -- Capital expenditure (capex) of up to GBP77 million,
      matching anticipated demand, resulting in negative free
      operating cash flow until at least 2016.  S&P notes that
      HSS has the ability to quickly reduce investment capex in
      order to preserve liquidity if demand starts to drop off, a
      factor that is key to S&P's base case and also the
      "adequate" liquidity descriptor.

   -- No major acquisitions or divestitures.

This results in these credit measures in 2015:

   -- FFO to debt of about 35%; and

   -- Debt to EBITDA of about 2.25x.

The positive outlook reflects S&P's belief that HSS will continue
to benefit from robust demand for its services over the 12-18
month rating horizon, and that a further reduction in Exponent's
shareholding could result in S&P revising HSS' financial policy
descriptor to 'neutral' from 'FS-4', leading to a one-notch
upgrade.  S&P forecasts that HSS will be able to increase its
revenues and slightly improve its margins over the next 12
months, while investing heavily in new equipment to meet demand.
Post IPO, S&P now anticipates that the group's adjusted debt to
EBITDA should be about 2.25x in fiscal 2015, with good cash
interest coverage.

S&P's 'FS-4' financial policy descriptor currently caps HSS'
financial risk profile at "significant."  Were private equity
sponsor Exponent to reduce its stake to below 40%, S&P could
revise this descriptor to 'neutral', resulting in a removal of
this cap on the financial risk profile and a one-notch uplift of
the ratings to 'BB'.  This would also require HSS to sustain its
currently strong operating performance.

S&P could lower the ratings if HSS were to experience severe
margin pressure, or poorer cash flows, leading to weaker credit
metrics.  This could occur if the company did not curtail its
capex in time to reduce debt before a potential drop in earnings.
Downward rating pressure may also stem from debt-funded
acquisitions or increased shareholder returns.


LQD MARKETS: Administrators Tell Clients to Send Claims Via Email
-----------------------------------------------------------------
Avi Mizrahi at Forex Magnates reports that Baker Tilly, the
accounting firm acting as special administrators for the
insolvency of LQD Markets, sent out a letter to clients of the
firm on February 25, updating them on the situation.

The report says the administrators reminded the bankrupt broker's
clients that the reason they cannot simply withdraw money from
the firm was that the regulator had placed protections on the
funds, attempting to reassure them they were in process of being
reconciled.

Forex Magnates relates that unlike KPMG, that are designing a new
Claims Portal website, Baker Tilly lets LQD Markets' clients
simply send their claims to a dedicated email address monitored
by the team. They ask for details on the amount of money owed,
account statements and any other supporting documentation, the
report says.

According to the report, the special administrators said the
reconciliation process will clarify the total deficit in client
funds the bankrupt company suffers from, but would not give any
timeframe for it to happen.

LQD Markets' clients may be able to claim their deficit from the
UK regulator's Financial Services Compensation Scheme, but that
will not be possible until the reconciliation process with Baker
Tilly is completed and the claims have been agreed upon, the
report adds.

LQD Markets is an online forex and CFDs broker providing premium
brokerage services to clients through its customised MetaTrader 4
platform. The company was licensed and regulated by the Financial
Conduct Authority.

As reported in the Troubled Company Reporter-Europe on Feb. 11,
2015, Matthew Haw, Graham Bushby, and Matthew Wild of Baker Tilly
Restructuring and Recovery LLP have been appointed as Joint
Special Administrators of LQD Markets (UK) Ltd by order of the
High Court.

LQD Markets experienced trading difficulties following the
decision by the Swiss National Bank to remove the informal peg
between the Swiss franc and Euro which prompted volatility across
foreign exchange markets.


PROSERV GLOBAL: Moody's Assigns 'B3' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service assigned a definitive B3 Corporate
Family Rating (CFR) and a B3-PD Probability of Default to Proserv
Global Inc. (formerly Proserv MidCo Inc.).  Concurrently, Moody's
has assigned definitive B2 ratings to the US$135 million first
lien term loan and the USD60 million first lien revolving credit
facility at Proserv Operations Limited, a definitive B2 rating to
the US$230 million first lien term loan at Proserv US LLC
(formerly Proserv Acquisition LLC), and a definitive Caa2 rating
to the US$115 million second lien term loan at Proserv US LLC
following receipt of final documentation and completion of the
transaction.  The outlook has been changed to negative from
stable.

Moody's definitive ratings for the CFR and the senior secured
notes are in line with the provisional ratings assigned on
Dec. 2, 2014.  The final terms of the credit facilities were in
line with the drafts reviewed for the provisional instrument
rating assignments.

The outlook change to negative from stable has been triggered by
stronger-than-expected deterioration in market conditions which
could result in Proserv's leverage rising to levels no longer
commensurate with its current ratings.

Due to project deferrals and market slowdown, EBITDA for the
full-year 2014 was US$80 million (on an unaudited basis, as
reported by the company and including add-backs), approximately
USD5 million lower than the initial estimate of US$85 million. As
a result, Proserv's debt/EBITDA adjusted by Moody's stood at
approximately 7.0x at year-end 2014 including an adjustment for
the company's operating leases and development costs.  Given the
current challenging market conditions in which the company
operates, Moody's believes that the company's EBITDA could
decline further in 2015 resulting in leverage rising towards 7.5x
by year-end.

The B3 rating also reflects, among other factors: (1) the
company's small size and recent rapid growth in a market with
significantly larger global competitors; (2) the cyclicality of
the oilfield services industry in which it operates; and (3) its
high capital expenditure and investment needs to drive growth.

However, the rating is also supported by: (1) the supportive
market dynamics for the company's products and services; (2) its
leading positions in selected product categories; (3) its
expanding product offering; and (4) its good geographic and
customer diversity.

Furthermore, Moody's sees Proserv's liquidity profile as adequate
with unrestricted cash at year-end 2014 of approximately US$24
million, in addition to access to a new committed US$60 million
first lien revolving credit facility (RCF), of which
approximately US$20 million is used for guarantees, performance
bonds and letters of credit at closing.  Moody's also expects the
company to generate positive free cash flow over the next 12 to
18 months.  Whilst headroom under the RCF's single first lien
leverage covenant is currently adequate, Moody's note that the
target ratio will step down from 6x to 5x from April 2016 but the
covenant is only tested when the RCF is drawn above a certain
threshold.

The negative outlook reflects weaker-than-expected market
conditions which could result in Proserv's leverage rising to
levels no longer commensurate with its current ratings.

Given the negative outlook, Moody's does not expect upward
pressure in the near term.  However, over time, there could be
positive pressure if Moody's-adjusted debt/EBITDA ratio falls to
5.0x on a sustained basis whilst generating positive free cash
flow and keeping a solid liquidity profile.  Any potential
upgrade would also include an assessment of market conditions.
Moody's could downgrade the ratings in the event of further
deterioration in operating performance, resulting in Moody's
expectation that leverage will fail to be sustained at around
7.0x or below over the next 12 to 18 months and/or weakening
liquidity position including failure to generate free cash flow.

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology 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.

Proserv, headquartered in Aberdeen, UK, is a leading provider of
equipment and services and products to the upstream oil and gas
industry, specializing in the offshore and subsea segments.
Proserv is owned by funds managed or advised by Riverstone
Holdings LLC, an energy and power-focused private investment
firm.


PUNCH TAVERNS: Appoints Duncan Garrood as New Chief Executive
-------------------------------------------------------------
John Aglionby at The Financial Times reports that Punch Taverns,
the heavily-indebted pub group, has turned to food retailer
Duncan Garrood to revive its fortunes after more than a year of
painful restructuring that has seen its estate shrink to 3,500
properties and its share price fall 73%.

Mr. Garrood, currently head of the food division at Kuwait-based
franchise operator MH Alshaya, will join Punch by June 15 as
chief executive, a position that has been empty since January
2013, the FT discloses.

When he joins, executive chairman Stephen Billingham will revert
to non-executive chairman, the FT notes.

Last October, Punch completed a two-year process to restructure
its GBP2.3 billion of debt, a deal that cut the amount owed to
GBP1.6 billion and left the bondholders in charge of 85% of the
equity after a heavy dilution of existing shareholders, the FT
recounts.

It lowered the company's ratio of net debt to earnings before
interest, tax, depreciation and amortization -- a measurement of
leverage -- from nearly 11 times to 7.7 times, the FT states.

Punch was highly leveraged in the early 2000s as it sought rapid
expansion of its estate, a situation that left it heavily exposed
when the smoking ban, beer duties and the global downturn hit the
pub industry, the FT relays.

Punch Taverns plc is a United Kingdom-based pub company.  The
Company is engaged in the operation of public houses under either
the leased model or as directly managed by the Company.  The
Company operates in two business segments: punch partnerships, a
leased estate and punch pub company, a managed estate.


SAHARA GROSVENOR: In Administration, Puts Hotel Up for Sale
-----------------------------------------------------------
propertyweek.com reports that the landmark Grosvenor House Hotel
in London has been put up for sale after its owner, Sahara
Grosvenor House Hospitality, was placed into administration.

The five-star hotel, on Park Lane, is expected to fetch more than
the GBP470 million Sahara Grosvenor paid for the building in 2010
-- a record for a hotel in the UK, according to propertyweek.com.

JLL has been appointed to find a buyer for the Grosvenor, which
has 420 rooms, 74 suites, 27 meeting rooms and the largest five-
star ballroom in Europe. Deloitte was appointed administrator to
Sahara on Monday night after it defaulted on debts tied to the
hotel.

"Grosvenor House Hotel is an exceptional asset, at a London
address recognized around the globe.  We are in the process of
agreeing a sale strategy with JLL as sales agent and expect there
to be considerable interest in acquiring this building," said
Phil Bowers -- pbowers@deloitte.co.uk -- joint administrator and
restructuring services partner at Deloitte, the report relays.

The report discloses that the underlying operating lease with
Marriott, which operates the hotel, is unaffected and the hotel
continues to trade as normal.

Indian billionaire Subrata Roy, who runs parent company Sahara
India Pariwar group, has tried to mortgage the Grosvenor and New
York's Plaza hotel in a bid to raise 100bn rupees (GBP1 billion)
to bail himself out of prison, the report relates.   Mr. Roy was
jailed in March last year for contempt of court after he failed
to return more than 200bn rupees with interest to investors who
were sold illegal bonds, the report notes.

Mr. Roy bought the Grosvenor from Royal Bank of Scotland five
years ago in the largest London hotel deal on record, although it
fell short of the GBP600 million to GBP700 million price tag that
was being talked about at the time, the report relays.

RBS had purchased the property in 2001, when it paid GBP1.25
billion for 12 Le Meridien hotels as part of a sale-and-leaseback
deal, the report adds.


SBV FABRICATION: Tata Steel Contract Dispute Spurs Administration
-----------------------------------------------------------------
GazetteLive reports that the administration of Teesside-based SBV
Fabrication and Site Services Ltd was caused by cash flow
problems following a major contract dispute with Tata Steel.

An estimated GBP4.8 million is owed to unsecured creditors
following the company's administration, just before Christmas
2014, according to GazetteLive.

Administrators Howard Smith -- howard.smith@kpmg.co.uk -- and
Jonny Martson -- jonny.martson@kpmg.co.uk -- of KPMG believe
around GBP917,880 will be available for unsecured creditors
following an online auction of plant, machinery and vehicles.

The freehold of SBV's Middlesbrough base, on Dormor Way, South
Bank, will also be marketed.

The report discloses that details within a report on the
administrators' proposals show SBV had been profitable until a
dispute over variations on a fixed price contract with Tata Steel
prompted cash flow issues.

The firm was then faced with a winding up petition from plant
hire specialists Hewden Stuart Limited, the report notes.

It forced a pre-pack sale of the business to a new company formed
by the management, trading as SBV Engineering, for GBP100,000,
the report relays.

According to the administrators' report, the new owners --
directors Samantha Condren and David Geary -- transferred 143 of
the 185 staff at the firm, while 42 were made redundant, the
report says.

SBV had been financed by GE and NatWest, who were owed GBP1.5
million and GBP394,000 respectively, the report relays.

Administrators expect both companies to recover their lending in
full.

SBV Fabrication provides steel fabrication, mechanical
engineering, machining and engineering site services to the high
end industrial, infrastructure and process sectors, and employs
more than 200 people at its two premises in Middlesbrough and
Hartlepool.  It operates in the energy, nuclear, oil and gas,
marine, heavy industrial and process industry sectors.


                            *********

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

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

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


                 * * * End of Transmission * * *