TCREUR_Public/150311.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Wednesday, March 11, 2015, Vol. 16, No. 49

                            Headlines

A U S T R I A

HYPO TIROL: Moody's Reviews 'D-' Standalone BFSR for Downgrade


B E L G I U M

BNP PARIBAS: S&P Affirms BB Rating on EUR3-Bil. Securities


F R A N C E

FAURECIA SA: Moody's Rates EUR500-Mil. Sr. Unsecured Notes B1
FAURECIA SA: Fitch Rates EUR500MM Sr. Unsec. Notes 'BB-(EXP)'


G E O R G I A

GEORGIAN OIL: Fitch Affirms 'BB-' Issuer Default Ratings


G R E E C E

GREECE: Technical Talks with Troika Scheduled This Week
GREECE: Moody's Lowers Bank Deposit Ceiling to 'Caa1'


I T A L Y

BERICA RESIDENTIAL: S&P Lowers Rating on Class C Notes to 'B-'
CLARIS FINANCE 2006: S&P Puts B Notes' BB- Rating on Watch Neg.
WIND TELECOMUNICAZIONI: Moody's Rates Senior Secured Loan (P)Ba3


N E T H E R L A N D S

GROSVENOR PLACE II: Moody's Lifts Rating on Class E Notes to Ba3


P O L A N D

TVN S.A.: Moody's Alters Outlook to Stable & Affirms B1 CFR


P O R T U G A L

BANCO ESPIRITO: Novo Banco Expects to Reduce Loss This Year


R U S S I A

RUSSIA: Slowing Economy May Constrain Electricity Tariff Growth
VTB CAPITAL: Moody's Cuts Ratings on 5 Note Series to 'Ba1'


S P A I N

E.ON GENERACION: Moody's Assigns '(P)B1' CFR; Outlook Stable
E.ON GENERACION: Fitch Assigns 'BB-(EXP)' Issuer Default Rating


S W E D E N

SAAB AUTOMOBILE: Former Owner Faces Tax Crime Allegations


T U R K E Y

TURKISH AIRLINES: Moody's Assigns 'Ba1' CFR; Outlook Stable


U N I T E D   K I N G D O M

ALPARI UK: Creditors' Meeting Scheduled for March 12
GIBRALCON 2004: Liquidator Sues GSD Over Waterport Terraces
HEALTHCARE SUPPORT: S&P Affirms B+ Secured Debt Rating, Off Watch
ITHACA ENERGY: Moody's Lowers CFR to 'B3'; Outlook Negative
MABEL TOPCO: S&P Assigns 'B-' Corp. Company Rating

MERLIN ENTERTAINMENTS: Moody's Rates New EUR480MM Notes (P)Ba2
MOTIVACTION: Gets GBP100,000 Cash Injection Following Purchase
MOTO VENTURES: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
THOMAS COOK: Fosun Partnership No Rating Impact, Fitch Says


X X X X X X X X

* Moody's: Low Risk Expectations Aids Securitizations in Europe


                            *********


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A U S T R I A
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HYPO TIROL: Moody's Reviews 'D-' Standalone BFSR for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed on review for downgrade all
ratings of two Austrian regional mortgage banks
(Landeshypothekenbanken) -- namely Hypo Tirol Bank AG (Hypo
Tirol) and Vorarlberger Landes- und Hypothekenbank AG (VLH).  The
rating action follows the initiation of resolution measures by
the Austrian Financial Market Authority (FMA) on March 1, 2015
for Heta Asset Resolution AG (Carinthian-state-guaranteed debt
rated Ca, negative) and enforcement of a temporary payment
moratorium until May 31, 2016.  The moratorium results in the
immediate triggering of the statutory liability scheme for
Pfandbriefbank (Oesterreich) AG which holds a significant amount
of Heta debt.  Pfandbriefbank's liabilities benefit from a
statutory multi-recourse liability scheme by its member banks
(the Landeshypothekenbanken), and their current or previous
owners, the Austrian federal states.

The following rating actions have been taken:

  -- Initiation of review for downgrade of Hypo Tirol's D-
     standalone Bank Financial Strength Rating (BFSR) (equivalent
     to a Baseline Credit Assessment (BCA) of ba3), Baa2 and
     Prime-2 long-term and short-term debt and deposit ratings,
     as well as Baa1 backed long-term debt and deposit ratings,
     and B1 backed subordinate debt ratings.

  -- Initiation of review for downgrade of VLH's D+ standalone
     BFSR (equivalent to a BCA of baa3), A2 and Prime-1 long-term
     and short-term debt and deposit ratings, as well as A1
     backed long-term debt and deposit ratings, and Ba1 backed
     subordinate debt ratings.

The rating actions on Hypo Tirol and VLH are triggered by the
crystallization of contingent liabilities for both banks, and
reflect Moody's view of the significantly increased risks to each
bank's earnings and capitalization in light of the limited
capital and profitability buffers for additional loss absorption
in a downside scenario.

During the review period, Moody's expects (1) to gain additional
clarity on the implications on each bank's financial profile
caused by the immediate financial support provided to
Pfandbriefbank; and (2) to assess the resilience of both banks'
credit profiles under scenario analysis capturing further
downside risks caused by greater-than-expected losses arising
from a Heta resolution and subsequent threats to Pfandbriefbank.
Further, the rating agency will reassess the value attributed to
deficiency guarantees supporting outstanding backed debt issues
of the affected issuers, following the moratorium of Heta's
deficiency guaranteed debt.

Hypo Tirol's and VLH's financial strengths are challenged by the
magnitude of support measures for Pfandbriefbank:

The review for downgrade of Hypo Tirol's standalone D- BFSR and
VLH's D+ BFSR -- and subsequently all of their long-term
ratings -- reflects Moody's assessment of the risk implications
for these banks' overall creditworthiness resulting from
significant financial assistance these banks will have to provide
to Pfandbriefbank under a statutory multi-recourse scheme.  As of
June 30, 2014, Pfandbriefbank held EUR1.2 billion of Heta claims
which are subject to a payment moratorium imposed by the FMA on
March 1, 2015 in the context of resolution measures initiated on
Heta under the Federal Banking Restructuring and Resolution Act
(BaSAG), i.e., the national implementation law of the European
Bank Recovery and Resolution Directive (BRRD), effective since
January 1, 2015.

Pfandbriefbank, as an issuing vehicle for its member banks
(including Heta), relies on the full performance of all its
claims to service its own liabilities.  The Heta moratorium
therefore immediately affects the liquidity and, prospectively,
the solvency of Pfandbriefbank.  Any liquidity emergency measures
will have to ensure the repayment of about EUR600 million in
bonds maturing by mid-June 2015.  Based on total Heta claims of
EUR1.2 billion and a high likelihood of the application of bail-
in measures to Heta debt in the order of 35% up to 65% (reflected
in the Ca rating for Carinthian-state-guaranteed senior unsecured
debt), Moody's estimates that Hypo Tirol and VLH may face the
crystallization of losses ranging from EUR60 million to EUR111
million each.  These losses reflect the estimated pro-rata share
for both banks under the joint and several liability scheme for
Pfandbriefbank's liabilities, and represent a significant near-
term burden relative to Hypo Tirol's and VLH's financial
strengths.

Hypo Tirol reported a transitional Common Equity Tier 1 (CET1)
ratio of 10.4% and EUR429 million CET 1 capital under IFRS at
end-June 2014, which, in the light of its elevated problem loan
ratio and weak internal capital generation, gives the bank only
limited leeway to absorb credit losses beyond Moody's previous
expectations.

VLH reported a transitional CET1 ratio of 9.3% and EUR777 million
CET 1 capital under IFRS at end-September 2014, which represents
a limited capital buffer to absorb potential losses in a stressed
economic environment.  VLH's stable profitability level, which
ranged between EUR60 million and EUR70 million during the period
2009 to 2013, may provide some flexibility to the bank in order
to buffer the impact of potential obligations that arise from
Pfandbriefbank.

During the review, Moody's will assess Hypo Tirol's and VLH's
loss-absorption capacity and resilience against further downside
risks, and whether the banks' current rating levels are still
consistent with these challenges.

Reassessment of Hypo Tirol's and VLH's state-guaranteed ratings:

The review for downgrade of Hypo Tirol's and VLH's backed long-
and short-term debt and deposit ratings was triggered by the
review for downgrade on its non-backed long-term senior ratings.
These (backed) ratings benefit from a deficiency guarantee from
their respective guarantors, the State of Tyrol (unrated) and the
State of Vorarlberg (unrated).  During the review, Moody's will
reassess the positioning of these backed ratings which are
currently positioned one notch above each bank's non-guaranteed
senior unsecured debt rating; these backed ratings also currently
benefit from some value the rating agency attaches to the
guarantors' deficiency guarantee.  Under the new resolution
legislation (BaSAG), there is a strong likelihood that deficiency
guarantees could not be enforced upon a full or partial
cancellation of bailed-in debt because of their accessory nature.

What could move the ratings UP/DOWN:

There is currently no upward rating pressure on Hypo Tirol's and
VLH's backed and non-backed long-term ratings as reflected by the
review for downgrade.

A downgrade of Hypo Tirol's and VLH's BFSR could be triggered if
Moody's were to conclude that the contingent liabilities of Hypo
Tirol and VLH under a support plan for Pfandbriefbank had a
material impact on the banks' financial credit strength.

A downgrade of Hypo Tirol's or VLH's long-term debt and deposit
ratings could be triggered by any of the following (1) a change
in its standalone BFSR; (2) a deterioration in creditworthiness
of the Austrian Federal States of Tirol or Vorarlberg; (3) a
weakening of the banks' relationship with the respective state or
a perceived weakening of implicit support; (4) a change in
ownership; or (5) the evolution of systemic support prospects in
Austria and in the EU, in light of developments associated with
resolution mechanisms and burden sharing for European banks.

A downgrade of Hypo Tirol's and VLH's state-guaranteed long-term
debt and deposit ratings could be triggered (1) by a downgrade of
the banks' long-term senior ratings; and (2) if Moody's removed
any value previously assigned to the guarantors' deficiency
guarantee.

The following ratings of Hypo Tirol were placed on review for
downgrade:

  -- D- standalone BFSR, equivalent to a BCA of ba3

  -- Baa2 long-term debt and deposit ratings

  -- (P)B1 subordinated MTN program

  -- Prime-2 short-term deposit ratings

  -- Baa1 state-guaranteed long-term debt and deposit ratings

  -- B1 state-guaranteed subordinated debt ratings

  -- Prime-2 state-guaranteed short-term deposit ratings

The following ratings of VLH were placed on review for downgrade:

  -- D+ standalone BFSR, equivalent to a BCA of baa3

  -- A2 long-term debt and deposit ratings

  -- (P)Ba1 subordinated MTN program

  -- Prime-1 short-term deposit ratings

  -- A1 state-guaranteed long-term debt and deposit ratings

  -- Ba1 state-guaranteed subordinated debt ratings

  -- Prime-1 state-guaranteed short-term deposit rating

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




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B E L G I U M
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BNP PARIBAS: S&P Affirms BB Rating on EUR3-Bil. Securities
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
the EUR3 billion convertible and subordinated hybrid equity-
linked securities (CASHES) issued by BNP Paribas Fortis SA/NV.

The affirmation reflects S&P's understanding that the likelihood
of default on the CASHES is linked to the creditworthiness of BNP
Paribas Fortis and to the relative possibility of default on this
instrument based on bank regulatory intervention measures.
Therefore, S&P rates the CASHES based on the creditworthiness of
BNP Paribas Fortis, as per S&P's revised bank hybrid capital
criteria.

"We understand that the coupon nonpayment triggers on the
instrument are linked to the creditworthiness of the obligor, BNP
Paribas Fortis, and the co-obligor, Ageas SA/NV.  In our view,
this means that the issue credit rating on the CASHES instrument
must capture the highest likelihood of default between what it
would be if directly issued by either BNP Paribas Fortis or
Ageas. We note that this instrument was originally a direct
issuance of Fortis Bank S.A./N.V., which has been known as BNP
Paribas Fortis since its acquisition by BNP Paribas in 2009.  In
addition, the instrument originally had two co-obligors (Fortis
S.A./N.V. and Fortis N.V.) that have merged to become one single
entity, the instrument's co-obligor Ageas.  Furthermore, we note
that about two-thirds of the issuance has been redeemed as part
of a tender offer in 2012 and that the CASHES are treated as Tier
1 capital of BNP Paribas Fortis for regulatory purposes," S&P
noted.

Because BNP Paribas Fortis is a core subsidiary of BNP Paribas
and S&P's assumption that group support will apply to the
subsidiary's hybrids, S&P notches down from the long-term issuer
credit rating n BNP Paribas Fortis and cap the issue rating at
the level of an identical hybrid issued by the parent BNP Paribas
(paragraph 75 of the criteria).  In effect, S&P is notching down
from the 'a-' stand-alone credit profile (SACP) of BNP Paribas.

S&P's 'BB' rating on the CASHES is five notches below the 'a-'
SACP for BNP Paribas, based on:

   -- One notch for subordination, given that BNP Paribas' SACP
      is in the investment-grade category (higher than 'bb+'),
      under step 1a of the rating approach of our bank hybrid
      capital criteria;

   -- Two notches under step 1b, reflecting a nonpayment clause.
      Indeed, S&P understands that coupons on the CASHES can be
      deferred if BNP Paribas Fortis or Ageas became insolvent,
      in breach of regulatory capital solvency requirements (gone
      concern) or if Ageas suspended its dividends;

   -- One notch under step 1c for regulatory mandatory conversion
      or principal write-down.  Although the CASHES don't have
      mandatory equity conversion or principal write-down
      features, S&P notes that BNP Paribas Fortis would be
      subject to the EU Bank Recovery and Resolution Directive,
      which means regulators could still impose losses on this
      instrument; and

   -- One notch under step 2b because coupon payments are also
      linked to the financial developments of a separate entity
      (Ageas, the co-obligor) generating another risk for the
      CASHES' holders.



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F R A N C E
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FAURECIA SA: Moody's Rates EUR500-Mil. Sr. Unsecured Notes B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the EUR500
million senior unsecured notes with 7 years term launched by
Faurecia S.A. on March 9, 2015.  At the same time the rating of
the company's senior unsecured notes maturing June 15, 2019 has
been upgraded to Ba3 from B2.  The outlook on all the ratings is
stable.

Although the new notes are guaranteed by operating entities of
Faurecia (accounting for approximately 53.8% of the group's
consolidated EBITDA (2014)), Moody's estimates that Faurecia's
strategy is to have a clean unsecured holdco financing structure
in place.  Therefore, the upstream guarantee of the new notes
will fall away as soon as the legacy EUR490 million guaranteed
notes due December 2016 are repaid in full, leaving only
unguaranteed unsecured instruments in place.

The B1 rating assigned to the new instruments balances the
initially advanced position of these instruments compared to
other unguaranteed debt instruments, such as the EUR250 million
convertible bonds maturing on Jan. 1, 2018 (rated B2) with the
fact that the guarantees will automatically fall away upon
redemption of the EUR490 million 2016 notes, currently rated Ba3.

The upgrade of the senior notes due on June 15, 2019 reflects the
fact that these instruments shall receive the same protection
from upstream guarantees as other guaranteed bonds upon issuance
of the new bonds.  Moody's notes that Faurecia has announced its
intention to use its option for an early redemption of these
bonds.

Faurecia's Ba3 corporate family rating is supported by the
company's solid business profile.  In particular, Moody's views
(i) the large size of Faurecia's operations, (ii) its global
presence, (iii) solid market positions (among top three players
in relevant markets according to management data) and (iv)
established customer relationships with most of the global
original equipment manufacturers (OEMs) as credit strengths.

The ratings remain constrained by Faurecia's strong reliance on
cyclical new light vehicle production volumes as it lacks non-
automotive activities or a material aftermarket business.  Profit
margins are low compared to other automotive suppliers, leaving
little cushion for cyclical underperformance.  Moreover, the
group has a strong exposure to its European home market where it
generated 56% of product sales in 2014.  In addition, it is
strongly exposed to core customers Volkswagen (A3 positive), Ford
(Baa3 stable) and Peugeot S.A. (PSA) (Ba3 stable).  The rating
also reflects Faurecia's weak liquidity profile with large
reliance on short-term funding as well as the general risks to
which virtually all automotive suppliers are exposed, including
the high level of competition and strong bargaining power of OEM
customers.

As of December 2014, Faurecia had a sizeable cash position of
more than EUR1.0 billion and full availability under its new
EUR1.2 billion long-term core credit facility due in December
2019.  For 2015 Moody's expects Faurecia to further grow its FFO
generation from the EUR775 million level seen in 2014.  Main cash
uses during the next twelve months include capex (around EUR840
million in 2014, including capitalized development costs),
sizeable short-term debt maturities (EUR965 million as of
December 2014), relatively high off-balance sheet short-term
factoring activities (EUR742 million) and a minimum cash level
assumed to be needed to manage day-to-day activities (estimated
by Moody's to be around 3% of turnover).  Moody's views
positively Faurecia's ability to rely on its relationship banks
during the 2009 recession and also the fact that, according to
management data, its factoring arrangements also worked well in
the middle of the industry downturn.

Structural considerations

The B2 rating of the company's EUR250 million convertible notes
is two notches below the Ba3 CFR which reflects their structural
subordination to the financial obligations of Faurecia S.A.'s
operating subsidiaries including financial debt, trade payables
and pensions, as well as to the financial obligations of Faurecia
S.A., which benefit from upstream guarantees issued by operating
entities representing 53.8% of EBITDA, including the company's
EUR 1.2 billion syndicated credit facility, the EUR490 million of
guaranteed notes and the EUR250 million senior unsecured notes
maturing in June 2019 (both instruments rated Ba3).  Faurecia's
new issuance of EUR500 million bonds with 7 year term has been
rated at B1 in consideration of the fact that it only initially
benefits from upstream guarantees to be issued by operating
entities, but will lose this support upon redemption of the 2016
notes.

The stable outlook reflects Moody's expectation that Faurecia
will be able to reap the benefits from substantial investments
and restructuring measures initiated in 2012, 2013 and 2014.
Supported by a continuation of solid revenue growth, as indicated
by a substantial increase in development and tooling business
during 2013 and 2014, and in line with management's guidance (+5%
for 2015) the rating agency expects Faurecia to further improve
its credit quality and to gradually build headroom within the Ba3
rating category.  Although capacity to reduce debt will remain
very limited in 2015 due to constrained FCF, Moody's expects a
strengthening of profitability so that Faurecia should be able to
reduce leverage below 4.0x debt/EBITDA (4.6x per FY 2014).

Albeit unlikely in the near future given the recent upgrade,
Moody's would consider a positive move of the ratings should
Faurecia continue to sustainably achieve EBITA margins
sustainably well above 3%, if it materially improves FCF
generation, indicated by FCF/debt approaching mid single digits
and if the company achieves a leverage ratio of below 3.5x
debt/EBITDA on a sustainable basis.  An improvement of Faurecia's
liquidity profile is also a critical consideration for a possible
upgrade.  The rating incorporates the expectation that
profitability can be further strengthened and FCF generation will
materially improve and turn positive in the near term.  Any
indication, that this cannot be achieved, indicated by EBITA
margin approaching 2% or recurring negative free cash flow would
put downward pressure on the ratings.  Moody's would also
consider downgrading Faurecia's ratings if the company is unable
to improve its leverage ratio to a level of around 4.0x
debt/EBITDA. Likewise, a weakening liquidity profile or a
tightening of covenant headroom could result in a downgrade.

Assignments:

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4,
     60%

Upgrades:

  -- Senior Unsecured Regular Bond/Debenture Jun 15, 2019,
     Upgraded to Ba3 from B2, LGD3, 42 % from a range of LGD6,
     91%

Outlook Actions:

  -- Outlook, Remains Stable

Affirmations:

  -- Senior Unsecured Conv./Exch. Bond/Debenture Jan 1, 2018,
     Affirmed B2, LGD6, 92% from a range of LGD6, 91%

  -- Senior Unsecured Regular Bond/Debenture Dec 15, 2016,
     Affirmed Ba3

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 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 Paris, France, Faurecia group is one of the
world's largest automotive suppliers for seats, exhaust systems,
exteriors and interiors.  During 2014 group revenues amounted to
EUR18.8 billion.  The group operates along four divisions:
Automotive Seating (28% of 2014 group sales), Emission Control
Technologies (36%), Interior Systems (25%), and Automotive
Exteriors (11%).  The parent holding company, Faurecia S.A., is
listed on the Paris stock exchange.  The largest shareholder is
Peugeot S.A., which holds 51.1% of shares and 67.4% of voting
rights.  The remaining shares are in free float.


FAURECIA SA: Fitch Rates EUR500MM Sr. Unsec. Notes 'BB-(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned Faurecia S.A.'s proposed EUR500
million senior unsecured notes due to mature in 2022 an expected
senior unsecured rating of 'BB-(EXP)', in line with Faurecia's
Long-term Issuer Default Rating. The rating is contingent upon
the receipt of final documentation conforming materially to
information already received and of details regarding the amount,
coupon rate and maturity.

The net proceeds from the notes issue are expected to be used to
redeem the EUR250 million senior unsecured notes due in June 2019
and to refinance short-term borrowings. This is part of an on-
going refinancing process, which has included a new EUR1.2
billion credit facility expiring in December 2019 to replace the
EUR1.15 billion credit facility falling in December 2016.

The notes will rank pari passu with all existing and future
senior unsecured indebtedness of Faurecia. They will be
guaranteed on a senior unsecured basis by 28 consolidated
subsidiaries accounting for 53.8% of Faurecia's EBITDA as of end-
2014. All guarantees are expected to fall away upon redemption of
the EUR490m senior unsecured notes maturing in December 2016.

The note prospectus does not include any financial covenants but
incorporates covenants capping additional indebtedness, limiting
dividends and other distributions, consolidations as well as
cross default and change of control provisions.

KEY RATING DRIVERS

Leading Market Positions

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

Sound Diversification

Faurecia's healthy diversification by product, customer and
geography help smooth the impact of sales/order decline in any
one region or manufacturer. Its broad industrial footprint
matching its customers' production sites and requirements enables
Faurecia to follow its customers in their international
expansion.

Weak Profitability, Cash Flows

Operating margin increased to 3.6% in 2014 from 3% in 2013 but
remains weak for the group's business as earnings still suffer
from few remaining loss-making operations in North and South
America. We believe that Faurecia's target to increase its
operating margin towards 4.5%-5% by 2016 is achievable, which
would be more in line with immediate peers and the 'BB' rating
category.

Cash generation is also commensurate with the 'B' category with
funds from operations (FFO) margin of 3.8% in 2014, recovering
gradually to between 6%-7% in 2016. Free cash flow (FCF) margin
is extremely weak (negative 1.1% in 2014, down from 0.2% in 2013)
after adjusting for derecognized trade receivables which boosted
working capital, but which Fitch considers as a change in debt.
However, we project FCF margin to increase gradually to about 2%
in 2016.

Linkage with PSA

"We rate Faurecia on a standalone basis due to weak legal,
operational and strategic ties between the company and its parent
Peugeot S.A. (PSA). In particular, we note the historical lack of
pressure from PSA to receive dividends from Faurecia, the absence
of guarantees to or from PSA and the independent financing of the
two companies."

Weak Financial Structure

Adjusted financial debt and leverage have declined continuously
in recent years but remain high and commensurate with the 'B'
category. Total financial debt was EUR3 billion at end-2014, up
from EUR2.6 billion at end-2013, including Fitch's adjustments
for derecognized trade receivables (EUR0.7bn) and operating
leases (EUR0.5 billion), resulting in a 3.8x and 3.1x FFO
adjusted gross and net leverage, respectively, at end-2014.
Nonetheless, we project FFO adjusted net leverage to decline
towards 2x at end-2016.

Sound Liquidity

Liquidity is supported by EUR0.6 billion of readily available
cash according to Fitch's adjustments for minimum operational
cash of EUR0.4 billion at end-2014. The maturity profile is not
an immediate risk, with no major debt maturing before November
2016. Total committed and unutilized credit lines were EUR1.2
billion at end-2014.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for Faurecia
include:

-- Revenue growing by 3%-4.5% in 2015-2016

-- Group operating margin rebounding to approx. 4.5% by 2016,
    driven chiefly by automotive seating strengthening to more 5%
    and other divisions to more than 4%

-- Cash interest falling to less than EUR150m by 2016 as a
    result of cheaper refinancing

-- Working capital assumed to be broadly flat over the next
    couple of years

-- Capex ratio about flat in 2015, declining slightly in 2016

-- Dividend payment accelerating in 2015 in line with higher net
    income

RATING SENSITIVITIES

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

-- Significantly lower reliance on original equipment
-- Sustained increase of operating margins above 5%
-- Sustained increase of FCF margins above 2%

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

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

-- Inability to maintain deleveraging, leading to FFO adjusted
    net leverage remaining above 3x

-- Deteriorating liquidity, notably through difficult or
    expensive refinancing



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G E O R G I A
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GEORGIAN OIL: Fitch Affirms 'BB-' Issuer Default Ratings
--------------------------------------------------------
Fitch Ratings has revised the Outlooks for JSC Georgian Oil and
Gas Corporation's (GOGC) Long-term foreign and local currency
Issuer Default Ratings (IDR) to Positive from Stable and affirmed
the IDRs at 'BB-'. Fitch has also affirmed senior unsecured
rating on GOGC's US$250 million bond maturing in 2017 at 'BB-'.

The ratings for indirectly state-owned GOGC are aligned with the
sovereign's ratings as the government of Georgia (BB-/Positive)
considers the company critical to national energy policy. The
revision of the Outlook follows similar rating action for
Georgia's Long-term foreign and local currency IDR. In aligning
GOGC's ratings, Fitch considers the 100% indirect state ownership
and strong management and governance linkages between GOGC and
the state.

KEY RATING DRIVERS

Ratings Aligned with Sovereign's

GOGC is one of several corporations in Georgia viewed by the
government as critical to the national policy. GOGC's rating
alignment is supported by 100% indirect state ownership via the
JSC Partnership Fund (PF, BB-/Positive) and by strong management
and governance linkages with the sovereign. GOGC's operations are
supervised by the Ministry of Energy and the company has the
status of national oil company operating within the contractual
framework of inter-governmental agreements between Georgia and
Azerbaijan. GOGC's main investment project, the Gardabani power
plant, will benefit from the government-guaranteed IRR of 12.5%
over the asset life, which further underlines the company's
strong ties with its ultimate owner. Georgian government has also
stressed its commitment to continue supporting the financial
health of GOGC in its discussions with Fitch.

Power Plant Construction on Track

GOGC and the PF are constructing the USD220 million 239Megawatt
(MW) capacity gas-fired power plant in Gardabani, with expected
completion in 4Q15. GOGC finances the project through equity
contributions and loans to the power plant SPV and the PF, but
GOGC and the PF share plant ownership (51% and 49%,
respectively), while GOGC retains managerial control of the SPV.
In our forecasts for GOGC, we incorporate 100% of future cash
flows from power plant JV, but exclude interest and principal
repayments from the project SPV and the PF, due to the related-
party character of those loans and the fact that PF's loan
repayments would likely be supported by cash flows from the SPV
itself. The power plant has the status of guaranteed capacity
provider and will receive a regulated revenue stream with an IRR
of 12.5% over asset life guaranteed by the government.

'B+' Standalone Profile

We assess GOGC's standalone profile as commensurate with a 'B+'
rating supported by the contractual nature of GOGC's revenues.
GOGC receives a relatively stable income from regulated gas
supply operations with SOCAR Gas Export and Import, a subsidiary
of the State Oil Company of the Azerbaijan Republic (SOCAR, BBB-
/Stable). Stable fee income from gas and oil transit operations
also provides a floor of predictable and high-margin revenues.

Leverage Depends on Investments

GOGC's gross leverage was broadly equal to 4.0x EBITDA in 2012-
2014, which is in line with Fitch's guidance for a standalone
rating in the upper 'B' category. We currently forecast a gradual
decrease in leverage as the new power plant starts to generate
revenue in the fall of 2015, but GOGC's credit metrics will
depend on the company's future investment plans. GOGC
contemplates building a gas storage reservoir in a former oil
field in Georgia. The final investment decision and financing
plan is expected in the second half of 2015. As Georgia currently
has no gas storage facilities, we assume this project would be
strategic for the government, which would further strengthen ties
with the sovereign. Based on initial information available on the
project, we understand GOGC would be able to maintain debt to
EBITDA ratios of below 4.0x even if a positive investment
decision is made.

Size, Capex Constrain Ratings

The principal rating constraints are the company's small size,
high leverage until at least end-2015 and funding issues for the
Gardabani power plant resulting in a negative free cash flow. We
also understand the government sees GOGC as an investment vehicle
for strategically important projects such as the gas power plant
and prospective contemplated investment in gas storage facility,
which adds to the company inherent credit risks.

RATING SENSITIVITIES

Positive: Future developments that may result in positive rating
action include:

-- A positive rating action for Georgia would be replicated for
    GOGC

Negative: Future developments that may result in negative rating
action include:

-- A negative rating action for Georgia would be replicated for
    GOGC

-- Weakening state support and/or an aggressive investment
    program resulting in a significant deterioration of
    standalone credit metrics, eg, EBITDA leverage above 4x on a
    sustained basis

-- Unanticipated changes in the contractual frameworks forming
    GOGC's midstream position

LIQUIDITY AND DEBT STRUCTURE

At end-2014, GOGC's short-term debt amounted to GEL7 million and
was fully covered by cash and short-term deposits of GEL176
million. The company also held a long-term deposit of GEL38.7
million at end-2014. GOGC's other sizable maturities are not
until 2017 when the USD250 million bond is due. At end-2014, GOGC
cash and deposits were held with several local banks, ie, TBC
Bank (BB-/Stable) and the Bank of Georgia (BB-/Stable). In
addition, GOGC lent USD50 million to the PF with repayment in
2015-2019 and GEL47 million to the State Service Bureau LLC, the
latter loan repayment extended to 2017 from 2014 and
collateralized with State Service Bureau's assets.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Stable revenues and EBITDA from core gas supply, pipeline
    rental and oil transportation operations

-- Gardabani power plant starts operating in 4Q15 and adds
    around USD40 million of EBITDA annually

-- Gas supply obligations of GOGC for social sector will not
    exceed the amount of gas available to the company through the
    established contracts by more than 100 million cubic meters
    per year

-- "Our base case forecasts do not currently assume the company
    constructs the gas storage as the final decision for this
    project has not been taken yet. We therefore currently assume
    a reduction in capex from 2016 following completion of the
    power plant in 2015."

Full List of Rating Actions

JSC Georgian Oil and Gas Corporation

  Long-term foreign and local currency IDRs: affirmed at 'BB-';
  Outlooks Revised to Positive from Stable

  Short-term foreign and local currency IDRs: affirmed at 'B'

  Foreign currency senior unsecured rating: affirmed at 'BB-'



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


GREECE: Technical Talks with Troika Scheduled This Week
-------------------------------------------------------
Viktoria Dendrinou and Gabriele Steinhauser at The Wall Street
Journal report that talks between Greece and the institutions
overseeing its bailout will start delving for the first time into
technical detail this week, eurozone finance ministers decided on
March 9, a sign that most of the work required to secure
desperately needed funding for Athens has yet to be done.

According to the Journal, the technical talks between Greece and
the institutions -- the European Commission, the European Central
Bank and the International Monetary Fund, collectively known as
the troika -- are necessary to agree on the measures Greece has
to implement to get more funding.  But it hadn't previously been
clear where the experts would meet to do their assessment, the
Journal notes.

Since Greece's EUR240 billion (US$260 billion) bailout program
was extended by four months in late February, there has been
little progress on policy measures Athens must implement to
unlock its next aid slice, the Journal states.  Eurozone
officials have said that without the money and with tax receipts
plunging, the Greek government risks running out of money in a
matter of weeks, the Journal relays.

Mr. Dijsselbloem, as cited by the Journal, said that in parallel
with the Brussels talks starting today, March 11, "as needed,
technical teams from the institutions will be welcomed in
Athens."

The next payment from Greece's bailout could be made in smaller
slices if the implementation of overhauls is "well off the
ground," the Journal quotes Mr. Dijsselbloem as saying.

A EUR7.2 billion bailout installment has been held up for months
amid disagreement between Athens and the rest of the eurozone
over the measures the Greek government has to implement in return
for the money, the Journal discloses.

According to the Journal, Mr. Dijsselbloem said paying the money
out in parts could happen only after an agreement on all of the
measures -- and tangible progress on actually implementing them.
Getting its hands on some of the money early could help Greece
deal with its worsening cash crunch, the Journal says.

The left-wing government in Athens has pushed for the technical
talks to be held in Brussels and has resisted a visit by the
troika, saying that its previous forays in the Greek capital have
been disruptive and sparked protests, the Journal relays.  But
European officials have said some experts will eventually need to
return to Greece to access key data on government accounts, for
instance, and to speak to experts at ministries, the Journal
notes.

Greek Prime Minister Alexis Tsipras will meet the president of
the European Commission, Jean-Claude Juncker, in Brussels on
March 13, a commission spokesman, as cited by the Journal, said
on March 9.

Mr. Tsipras has been building his hopes on Mr. Juncker's acting
as a mediator, the Journal states.


GREECE: Moody's Lowers Bank Deposit Ceiling to 'Caa1'
-----------------------------------------------------
Moody's Investors Service lowered Greece's local and foreign-
currency bank deposit ceiling to Caa1 from Ba3.  The short-term
local and foreign currency deposit ceilings remain Not Prime
(NP).  Moreover, the local and foreign currency bond ceilings are
unaffected and remain at Ba3/NP.

The decision does not constitute a rating action and has no
implications for Greece's Caa1 sovereign rating, which is on
review for downgrade since Feb. 6, 2015.  The announced ceiling
change will not have an impact on any bank ratings in Greece
because those ratings are below the new deposit ceiling of Caa1.

The local and foreign currency bank deposit ceilings reflect the
risk that a government would place restrictions on accessing,
respectively, foreign and local currency deposits.  Moody's
decision to lower the deposit ceilings to the level of the
government bond rating reflects the rating agency's view that the
risk of the government imposing deposit freezes or similar
capital restrictions in order to preserve financial stability is
no lower than the risk of the government defaulting on its own
debt.

The heightened uncertainty that accompanied the recent
negotiations between the Greek government and its official
creditors had an adverse impact on depositor confidence.  This
has resulted in increased private deposit outflows, which Moody's
estimates have reached around EUR25 billion since early December,
or 15% of the deposit base.  Private sector deposits in the Greek
banking system are now at their lowest point in 10 years.

While the recently agreed extension of the program seems to have
provided some immediate respite to deposit outflows, the
negotiations over the next four months will be challenging, and
the probability that pressure on deposits will re-emerge remains
high.  The solvency of the Greek banking system and of the
sovereign are very closely related.

The risk of the government imposing some form of capital
restrictions and deposit freezes in order to maintain the
solvency of the banking system is both rising and, in Moody's
view, at least as high as the risk of the government itself being
unable to continue to service its own debt.  The decision to
lower the deposit ceilings to the same level as the government's
own rating reflects this close interlinkage between banking
sector and sovereign.

The principal methodology used in these ratings was Local
Currency Country Risk Ceiling for Bonds and Other Local Currency
Obligations, published in January 2015.



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


BERICA RESIDENTIAL: S&P Lowers Rating on Class C Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Berica Residential MBS 1 S.r.l.

Specifically, S&P has:

   -- Affirmed its 'AA- (sf)' rating on the class A notes; and
   -- Lowered its ratings on the class B and C notes.

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

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

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received in
January 2015.  S&P's analysis reflects the application of its
RMBS criteria and its RAS criteria.

Under S&P's RAS criteria, it applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default
and so repay timely interest and principal by legal final
maturity.

"Our RAS criteria designate the country risk sensitivity for RMBS
as "moderate".  Under our RAS criteria, this transaction's notes
can therefore be rated four notches above the sovereign rating,
if they have sufficient credit enhancement to pass a minimum of a
"severe" stress.  However, as all six of the conditions in
paragraph 48 of the RAS criteria are met, we can assign ratings
in this transaction up to a maximum of six notches (two
additional notches of uplift) above the sovereign rating, subject
to credit enhancement being sufficient to pass an "extreme"
stress," S&P said.

As S&P's unsolicited long-term rating on the Republic of Italy is
'BBB-', its RAS criteria cap at 'AA- (sf)' the maximum potential
rating in this transaction on the class A notes.  The maximum
potential rating for all other classes of notes is 'A (sf)'.

Credit enhancement for the class A notes has increased to 39.3%
from 27.1% since S&P's Oct. 7, 2012 review.

   Class               Available credit
                        enhancement (%)

                   January 2015   October 2012

   A                   39.3           27.1
   B                   15.8           11.5
   C                    4.1            3.7

This transaction features an amortizing reserve fund, which
currently represents 2.9% of the outstanding performing balance
of the mortgage assets.  As of the January 2015 payment date, it
was at its documented required target level and had reached its
floor of 0.5% of the initial note balance.

Severe delinquencies of more than 90 days at 6.4% are on average
higher for this transaction than our Italian RMBS index.
Defaults are defined as mortgage loans in arrears for more than
12 months in this transaction.  Cumulative defaults are equal to
4.5%, which is lower than the two other Berica transactions that
S&P rates (cumulative defaults are 6.6% and 9.3% for Berica 5 and
Berica 6, respectively).  Prepayment levels remain low and the
transaction is unlikely to pay down significantly in the near
term, in S&P's opinion.

After applying S&P's RMBS criteria to this transaction, its
credit analysis results show an increase in the weighted-average
foreclosure frequency (WAFF) at all rating levels.  The weighted-
average loss severity (WALS) for each rating level is stable at
2.0% (floor amount).

Rating level    WAFF (%)    WALS (%)
AAA                 21.2         2.0
AA                  17.7         2.0
A                   14.6         2.0
BBB                 11.4         2.0
BB                   9.7         2.0
B                    7.9         2.0

The increase in the WAFF is mainly due to an increase in the
penalties S&P applied to self-employed borrowers, non-Italian
citizens, broker-originated mortgages, and geographical
concentrations.  There was no change to the WALS, which remains
at its 2.0% floor level, following the increase in market value
decline assumptions under S&P's new RMBS criteria.  The overall
effect is an increase in the required credit coverage at all
rating levels.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned rating on each
class of notes in this transaction should be the lower of (i) the
rating as capped by S&P's RAS criteria and (ii) the rating that
the class of notes can attain under its RMBS criteria.  In this
transaction, S&P's ratings on the class A and B notes are
constrained by its rating on the sovereign.

Taking into account the results of S&P's updated credit and cash
flow analysis and the application of its RAS criteria, S&P has
affirmed its 'AA- (sf)' rating on the class A notes.  This is due
to the fact that the rating is capped at six notches above S&P's
unsolicited long-term rating on the Republic of Italy.

Taking into account the results of S&P's updated credit and cash
flow analysis and the application of its RAS criteria, S&P has
lowered to 'A (sf)' from 'AA- (sf)' its rating on the class B
notes.  This is because S&P's rating is capped at four notches
above its unsolicited long-term rating on the Republic of Italy.

Due to the proximity of the step-up spread date (January 2016),
the increased WAFF levels, and the back-loaded default scenarios
(which S&P considers under its new RMBS criteria and are more
stressful for the junior classes of notes), S&P believes that the
available credit enhancement for the class C notes is no longer
commensurate with their currently assigned rating.  S&P has
therefore lowered to 'B- (sf)' from 'BBB (sf)' its rating on the
class C notes.

In S&P's opinion, the outlook for the Italian residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 2.55% from 1.50%, when S&P applies its RMBS
criteria, to reflect this view.  S&P bases these assumptions on
its expectation of modest economic growth, continuing high
unemployment, and sluggish house price appreciation in 2015.

On the back of the weak macroeconomic conditions, S&P don't
expect the performance of the transactions in our Italian RMBS
index to significantly improve in 2015.

S&P expects severe arrears in the portfolio to remain at their
current levels, as there are a number of downside risks.  These
include weak economic growth, high unemployment, and fiscal
tightening.  On the positive side, S&P expects interest rates to
remain low for the foreseeable future.

Berica Residential MBS 1 is an Italian RMBS transaction, which
closed in March 2004 and securitizes first-ranking mortgage
loans. Banca Popolare di Vicenza ScpA originated the pool, which
comprises loans granted to prime borrowers, mainly in Veneto.

RATINGS LIST

Class       Rating            Rating
            To                From

Berica Residential MBS 1 S.r.l.
EUR588.483 Million Mortgage-Backed Floating-Rate Notes

Rating Affirmed

A           AA- (sf)

Ratings Lowered

B           A (sf)            AA- (sf)
C           B- (sf)           BBB (sf)


CLARIS FINANCE 2006: S&P Puts B Notes' BB- Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its 'BB- (sf)' credit rating on Claris Finance 2006 S.r.l.'s
class B notes.  S&P's ratings on the class A1 and A2 notes remain
unaffected by the rating action.

On Feb. 26, 2015, S&P placed its 'BB-' long-term issuer credit
rating (ICR) on Veneto Banca SCPA, the liquidity guarantee
provider in Claris Finance 2006, on CreditWatch negative.

According to the transaction documents, the liquidity guarantee
covers the timely payment of interest and the ultimate payment of
principal.  Under S&P's current counterparty criteria, its rating
on the class B notes is weak-linked to S&P's long-term ICR on
Veneto Banca.  Therefore, as any change to S&P's long-term ICR on
Veneto Banca would result in an equivalent change to S&P's rating
on Claris Finance 2006's class B notes, S&P has placed on
CreditWatch negative its 'BB- (sf)' rating on the class B notes.
S&P's ratings on the class A1 and A2 notes are unaffected by the
rating action because these ratings are delinked from S&P's long-
term ICR on the liquidity guarantee provider.

Claris Finance 2006 is an Italian residential mortgage-backed
securities (RMBS) transaction, backed by a pool of mortgage loans
secured over residential and commercial properties in Italy.  The
transaction closed in July 2006 and its revolving period ended in
March 2010.


WIND TELECOMUNICAZIONI: Moody's Rates Senior Secured Loan (P)Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba3
instrument rating to Wind Telecomunicazioni S.p.A.'s planned
EUR1,300 million 2019 Senior Secured Term Loan Facilities and a
provisional (P)Ba3 instrument rating to the company's EUR400
million 2019 Revolving Credit Facility.  All other ratings remain
unchanged, namely Wind's B2 Corporate Family Rating (CFR), its
B2-PD Probability of Default Rating (PDR), the Ba3 ratings on the
existing bank facilities and existing senior 2020 secured notes
(issued at Wind Acquisition Finance S.A.), and the Caa1 rating on
the existing 2021 senior notes (issued at Wind Acquisition
Finance S.A.).  The company's stable outlook also remains
unchanged.

The ratings assignments come on the back of Wind's announcement
that it was looking to raise a total of EUR800 million senior
secured term loans and a EUR500 million "TowerCo Bridge Facility"
which Wind plans to repay upon completion of the sale of its
telecommunications towers. The new debt proceeds will be used to
refinance part of Wind's outstanding bank loans including the
drawn amount under Wind's current revolving credit facility.

Wind's B2 CFR reflects (1) the company's high leverage, expected
at around 5.9x Moody's adjusted debt/EBITDA pro-forma FY2014 at
closing of the refinancing transaction; (2) continuing pressures
on the company's revenues in 2015 as the Italian macro-economic
outlook remains weak and the Italian telecommunications market
continues to absorb the effects of aggressive pricing that
occurred in the last two years; (3) the uncertainty over
operators' success in generating sufficient revenue growth from
data usage to counter the declining voice and SMS trends; (4)
weak free cash flow generation relative to the large debt burden
of the company.

Wind's B2 CFR also reflects (1) the company's solid and growing
revenue share of the telecommunications services market in Italy
and its strong competitive positioning vis-...-vis its main
competitors, Telecom Italia S.p.A. (Ba1, negative) and Vodafone
Group Plc (Baa1, stable); (2) diversified business model, with
the company being active in mobile, fixed-line voice and
broadband internet; (3) recently evidenced support from its
parent, VimpelCom Ltd (Ba3 Rating Under Review); (4) improved
cash flow generation ability in the long term as the current and
past refinancing transactions are expected to yield savings on
cash interest costs; and (5) the back-ended nature of Wind's
debt's maturity profile with no material maturities before 2019.

The B2 rating also reflect Moody's view that Wind's leverage is
expected to remain above 5.5x throughout 2015.  While the tower
disposal transaction will lead to a lower reported debt quantum,
adjusted Moody's leverage is unlikely to materially change as a
result of Moody's standard adjustments on operating leases.

Moody's notes that, according to the draft documentation, the new
term loans will not require the company to comply with any
maintenance financial covenants.  The RCF will contain one
covenant to be tested should the company draw more than 35% of
the facility's EUR400 million.

The new facilities will benefit from security over the same
security package as the senior banking facilities that are being
repaid.

The (P)Ba3 rating on the new senior secured facilities reflects
their first priority ranking security over certain Wind
Acquisition Finance S.A. assets ahead of around EUR4.2 billion of
subordinated debt including EUR4.0 billion equivalent of Caa1
rated 2021 Senior Unsecured Notes.

Wind has adequate liquidity supported by a long and back-ended
maturity profile, positive free cash flow generation and EUR400
million of availability under the new RCF which does not require
the company to comply with maintenance covenants as long as
drawing under the EUR400 million facility remain below EUR140
million.  In addition, Wind's cash flow generation should
marginally improve through interest savings achieved after the
repayment of the TowerCo Bridge Facility.  Moody's however notes
that Wind's free cash flow generation remains low relative to the
carried quantum of debt and, in the medium term, is unlikely to
allow the company to meaningfully reduce its leverage.

The stable outlook on the ratings reflects Moody's expectations
that Wind's adjusted leverage will remain below 6x in 2015 and
that the company will continue to generate positive free cash
flow.

Moody's could downgrade Wind's ratings if the company's leverage
were to increase towards 6.0x, or if Wind's free cash flow
generation were to materially deteriorate as a result of lower
than expected performance.

Wind's ratings could be upgraded were the company's leverage to
decrease to 5.0x.  A rating upgrade would also hinge on Wind's
ability to generate meaningful free cash flow so that the
company's RCF/Debt as adjusted by Moody's were to increase
towards 10%.

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


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


GROSVENOR PLACE II: Moody's Lifts Rating on Class E Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the following
notes issued by Grosvenor Place CLO II B.V.:

  -- EUR33.5 million Class B Senior Floating Rate Notes due 2023,
     Upgraded to Aaa (sf); previously on May 7, 2014 Upgraded to
     Aa2 (sf)

  -- EUR22 million Class C Deferrable Interest Floating Rate
     Notes due 2023, Upgraded to Aaa (sf); previously on May 7,
     2014 Upgraded to A3 (sf)

  -- EUR25 million Class D Deferrable Interest Floating Rate
     Notes due 2023, Upgraded to A3 (sf); previously on May 7,
     2014 Affirmed Ba2 (sf)

  -- EUR14 million (current outstanding balance of EUR13.8M)
     Class E Deferrable Interest Floating Rate Notes due 2023,
     Upgraded to Ba3 (sf); previously on May 7, 2014 Affirmed B1
     (sf)

Moody's has also affirmed the ratings on the following notes:

  -- EUR128 million (current outstanding balance of EUR14.5M)
     Class A-1a Senior Floating Rate Notes due 2023, Affirmed Aaa
     (sf); previously on May 7, 2014 Upgraded to Aaa (sf)

  -- EUR32 million (current outstanding balance of EUR3.6M) Class
     A-1b Senior Floating Rate Notes due 2023, Affirmed Aaa (sf);
     previously on May 7, 2014 Upgraded to Aaa (sf)

  -- GBP24.3 million (current outstanding balance of GBP2.75M)
     Class A-2 Senior Floating Rate Notes due 2023, Affirmed Aaa
     (sf); previously on May 7, 2014 Upgraded to Aaa (sf)

  -- EUR80 million (current outstanding balance of EUR11.2M)
     Class A-3a Senior Revolving Floating Rate Notes due 2023,
     Affirmed Aaa (sf); previously on May 7, 2014 Upgraded to Aaa
     (sf)

  -- EUR4 million (current outstanding balance of EUR0.5M) Class
     A-3b Senior Floating Rate Notes due 2023, Affirmed Aaa (sf);
     previously on May 7, 2014 Upgraded to Aaa (sf)

  -- EUR10 million (current outstanding balance of EUR1.1M) Class
     A-4 Senior Secured Zero Coupon Accreting Notes due 2023,
     Affirmed Aaa (sf); previously on May 7, 2014 Upgraded to Aaa
     (sf)

Grosvenor Place CLO II B.V., issued in January 2007, is a
collateralized loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans.  The portfolio
is managed by CQS Cayman Limited Partnership.  The portfolio is
made up of 15 obligors with top 5 exposures representing 52%.
The transaction's reinvestment period ended in March 2013.

According to Moody's, the rating actions on the notes are the
result of a substantial deleveraging since last rating action in
May 2014.

The Class A has amortized approximately EUR109.8 million in
September 2014 payment date. As a result of the deleveraging,
over-collateralization (OC) ratios have increased.  According to
the January 2015 trustee report the OC ratios of Classes A/B, C,
D and E are 219.1%, 165.6%, 129.6%, 115.7% compared to 134.7%,
122.6%, 111.3%, 105.8% respectively in March 2014.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par EUR76.0 million, GBP0.9 million, and USD18.8
million, principal proceeds balance of EUR38.4 million, GBP6.9
million, and USD8.8 million, no defaulted par, a weighted average
default probability of 24.1% (consistent with a WARF of 3127), a
weighted average recovery rate upon default of 46.7% for a Aaa
liability target rating, a diversity score of 9 and a weighted
average spread of 4.13%.  The GBP and USD denominated liabilities
are naturally hedged by the GBP and USD assets.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 90.8% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default.  In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

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
were within two notches of the base-case result.

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

Additional uncertainty about performance is due to the following:

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

- Around 11% 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.

- Foreign currency exposure: The deal has significant exposure
   to non-EUR denominated assets.  Volatility in foreign exchange
   rates will have a direct impact on interest and principal
   proceeds available to the transaction, which can affect the
   expected loss of rated tranches.

- Lack of portfolio granularity: The performance of the
   portfolio depends on the credit conditions of a few large
   obligors.  Because of the deal's low diversity score and lack
   of granularity, Moody's substituted its typical Binomial
   Expansion Technique analysis by a simulated default
   distribution using Moody's CDOROMTM software.

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.



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


TVN S.A.: Moody's Alters Outlook to Stable & Affirms B1 CFR
-----------------------------------------------------------
Moody's Investors Service changed the outlook on TVN S.A.'s
ratings to stable from negative.  Concurrently Moody's has
affirmed the B1 corporate family rating, the Ba3-PD probability
of default rating and the B1 ratings on the 2018 and 2020 senior
unsecured notes issued by TVN Finance Corporation III AB.

The stabilization of TVN's outlook reflects the company
deleveraging trajectory with Moody's Adjusted Debt/EBITDA ratio
at 4.8x at the end of 2014 from 5x in 2013 following EUR55
million of debt repurchased during 2014.  In addition the stable
outlook reflects the positive momentum of the Polish advertising
market which, despite a lack of long term commitment from
advertisers, is sustained by a resilient and improving
macroeconomic environment.  The stable outlook also signals
Moody's expectation that TVN's leverage, while continuing to
decline, will remain within Moody's guidance triggers in 2015.

The B1 CFR reflects (1) TVN's business profile as one of the top
two leading private broadcasters in Poland; (2) the deleveraging
trajectory following improvement in EBITDA in 2014 on the back of
good advertising market growth and voluntary debt repayment (3)
the group's strong liquidity position supported by a back-ended
debt maturity profile.

At the same time, the B1 CFR takes into account (1) the erosion
of TVN's audience share in 2014 only partially offset by an
increase in audience share of TVN's thematic channels; (2) the
lack of leverage restrictions provided to TVN by a generous
incurrence based covenant under the bonds and the lack of bank
maintenance covenants; (3) the company's material exposure to the
cyclical advertising market; (4) foreign currency risk arising
from a euro-denominated debt structure and content purchases in
both US dollar and euro.

TVN's liquidity profile is good, supported by the company's cash
balance of PLN315 million at the end of 2014 and low capex
requirements.  The company's liquidity is also supported by its
long-dated maturity profile with no debt coming due before
November 2018 and by a PLN300 million revolving credit facility
which, at the end of 2014, remained essentially undrawn.

The Ba3-PD PDR, one notch above the CFR, incorporates Moody's
assumptions under its LGD methodology of a below-average family
recovery as customary for covenant-lite capital structures.  The
B1 rating on TVN's senior notes due 2018 and the B1 rating on the
proposed new senior notes due 2020 -- in line with the CFR --
reflect these notes' unsecured (guaranteed) position within the
group's capital structure.  Moody's notes that the incurrence
covenants under both of the notes and the RCF (a consolidated
leverage ratio of 5.5x for the 2018 notes and a coverage ratio of
2x for the 2020 notes and the RCF) as well as the restricted
basket allowance provide significant flexibility in terms of
allowable distributions.

Positive pressure on the ratings could develop should the Polish
advertising market continues to show enough positive momentum to
allow TVN to materially improve free cash flow generation and
leverage to sustainably decrease below 4.5x.

Negative pressure on the ratings could develop should the company
experience material declines in its audience or advertising
market shares leading to adjusted Debt/EBITDA increasing to above
5.0x on a sustainable basis.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.  Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.



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


BANCO ESPIRITO: Novo Banco Expects to Reduce Loss This Year
-----------------------------------------------------------
Sergio Goncalves and Andrei Khalip at Reuters report that
Portugal's Novo Banco, the bank carved out of Banco Espirito
Santo after a state rescue last year, expects to sharply reduce
its loss this year and return to profits in 2016, emboldened by
recovering deposits and improving liquidity.

Novo Banco, which the state plans to sell this year to recover
EUR4.9 billion in rescue loans injected in August, reported on
March 9 a EUR468-million (US$510 million) loss for August-
December because of provisions and one-off charges, Reuters
relates.

According to Reuters, Chief Executive Eduardo Stock da Cunha said
the bank would work in 2015 to restore profitability, but may
have to wait until next year to achieve a turnaround.

"In 2015, we are seeking profitability.  This is now also a
priority," Reuters quotes Mr. Stock da Cunha as saying, declining
to predict what price Novo could fetch from potential bidders.
There are 15 interested bidders in the race. .

"We think the bank could have positive results in 2016.  Probably
not in 2015, but we don't think that in 2015 we'll have recurring
negative results similar to 2014, far from it."

Portugal's third-largest bank, as cited by Reuters, said deposits
rose to EUR26.6 billion at the end of last year from EUR25.1
billion on the opening balance sheet in August.

Novo Banco also said its liquidity improved, with the loans to
deposits ratio declining to 126% from 155% in September, Reuters
relates.

BES had lost almost EUR11 billion in deposits in the run-up to
the rescue which split the lender into the working Novo Banco and
a "bad bank" exposed to the debts of its founding Espirito Santo
family, whose business empire collapsed last year, and other
toxic assets, Reuters discloses.

BES had a loss of EUR518 million in 2013, while in July it posted
a catastrophic first-half 2014 loss of nearly EUR3.6 billion due
to family-related debts, Reuters notes.

                   About Banco Espirito Santo

Banco Espirito Santo is a private Portuguese bank based in
Lisbon, Portugal.  It is 20% owned by Espirito Santo Financial
Group.

In August 2014, Banco Espirito Santo was split into "good"
and "bad" banks as part of a EUR4.9 billion rescue of the
distressed Portuguese lender that protects taxpayers and senior
creditors but leaves shareholders and junior bondholders holding
only toxic assets.  A total of EUR4.9 billion in fresh capital
was injected into this "good bank", which will subsequently be
offered for sale.  It has been renamed "Novo Banco", meaning new
bank, and will include all BES's branches, workers, deposits and
healthy credit portfolios.

In August 2014, Espirito Santo Financial Portugal, a unit fully
owned by Espirito Santo Financial Group, filed under Portuguese
corporate insolvency and recovery code.

Also in August 2014, Espirito Santo Financiere SA, another entity
of troubled Portuguese conglomerate Espirito Santo International
SA, filed for creditor protection in Luxembourg.

In July 2014, Portuguese conglomerate Espirito Santo
International SA filed for creditor protection in a Luxembourg
court, saying it is unable to meet its debt obligations.



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


RUSSIA: Slowing Economy May Constrain Electricity Tariff Growth
---------------------------------------------------------------
Fitch Ratings says in a new report that Russia's economic
slowdown and growing inflation may constrain electricity tariff
growth. This, coupled with increasing interest rates and
potentially weaker state support, may lead to pressure on some
companies.

However, Fitch believes that rated Russian utilities have
sufficient flexibility to defer or cancel their capital
expenditure plans before their credit profiles see significant
deterioration.


VTB CAPITAL: Moody's Cuts Ratings on 5 Note Series to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
notes issued by VTB Capital Finance LLC:

  -- Series 01: RUB1.0 B Interest-Bearing Non-convertible Bearer
     Untranched Bonds with Index Linked Coupon Secured by Surety
     due 2015, Downgraded to Ba1 (sf); previously on Dec 31, 2014
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Series 11: RUB5.0 B Interest-Bearing Non-convertible Bearer
     Untranched Bonds with Index Linked Coupon Secured by Surety
     due 2015, Downgraded to Ba1 (sf); previously on Dec 31, 2014
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Series 13: RUB0.5 B Interest-Bearing Non-convertible Bearer
     Untranched Bonds with Index Linked Coupon Secured by Surety
     due 2015, Downgraded to Ba1 (sf); previously on Dec 31, 2014
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Series 15: RUB1.0 B Interest-Bearing Non-convertible Bearer
     Untranched Bonds with Index Linked Coupon Secured by Surety
     due 2015, Downgraded to Ba1 (sf); previously on Dec 31, 2014
     Baa3 (sf) Placed Under Review for Possible Downgrade

  -- Series 18: RUB0.873 B Interest-Bearing Non-convertible
     Bearer Untranched Bonds with Index Linked Coupon Secured by
     Surety due in March 2015, Downgraded to Ba1 (sf); previously
     on Dec 31, 2014 Baa3 (sf) Placed Under Review for Possible
     Downgrade

Moody's explained that the rating action taken is the result of a
rating action on Bank VTB, JSC, which was downgraded to Ba1 from
Baa3 on Feb. 24, 2015.

These transactions represent the repackaging of bonds with a
Surety provided by Bank VTB, JSC.  The Bonds are issued by the
VTB Capital Finance LLC, a non-bankruptcy remote limited
liability company duly incorporated and registered as a legal
entity in the Russian Federation.  The Bonds benefit from an
irrevocable, unconditional and validly existing Surety issued by
VTB Bank.  Issuer delinquency that triggers claims under the
Surety includes non timely payment of either the principal, fixed
coupon or variable coupon.

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

The principal methodology used in these ratings was "Rating
Obligations with Variable Promises" published in April 2014.

Given the pass-through nature of the structure, noteholders are
solely exposed to the credit risk of Bank VTB, JSC.  A downgrade
or upgrade of Bank VTB, JSC will trigger a downgrade or upgrade
on the Notes.

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



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


E.ON GENERACION: Moody's Assigns '(P)B1' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 corporate
family rating (CFR) to E.ON Generacion S.L.U. (ultimate borrower
for Fresco Investments SARL).  Concurrently, Moody's has assigned
a provisional (P)B1 rating to the EUR355 million Senior Secured
Facilities due 2022 with respect to the Senior Term Loan of
EUR275 million, and due 2021 with respect to the EUR20 million
Revolving Credit Facility and the EUR60 million Guarantee
Facility (together "the Facilities").   The outlook on all
ratings is stable.

The proceeds of the Senior Term Loan will be used to refinance
certain existing intercompany indebtedness of Genco, and to pre-
fund part of the planned capital expenditure.

E.ON Generacion S.L.U. ("Genco", "the Company") is a subsidiary
of E.ON Espana, which is to be acquired by Fresco Investments
SARL, an acquisition vehicle that is 60% owned by Macquarie
European Infrastructure Fund IV ("MEIF IV"), which is managed by
Macquarie Infrastructure & Real Assets (MIRA), and 40% owned by
Wren House Infrastructure's investment vehicle Spreeuw Holding BV
("Wren House", together with MEIF IV, the "Shareholders"). The
assigned ratings assume successful completion of the planned
transaction, following which Genco will have no relationship with
E.ON SE (A3 under review for downgrade).

The provisional (P)B1 CFR is supported by (1) Genco's Spanish
generation portfolio, whose characteristics provide reasonable
visibility, and help moderate volatility, of cashflows; (2) an
improving macro and regulatory backdrop in Spain, which should
underpin power demand and lower regulatory risk; and (3)
shareholders' targeted deleveraging through the monetization of
inventories and regulatory receivables, as well as the senior
facilities' cash sweep and two year limitation on shareholder
distributions.

The rating is constrained by (1) Genco's small scale and
concentration risk which in Moody's view leave profitability
exposed to output and power price fluctuations, even if their
effects can be mitigated in the short term by the company's
hedging strategy; (2) the significant contribution from ancillary
services, some of which in Moody's view remain vulnerable to
regulatory "re-think" and to shifts in commodity prices; (3)
execution risk with respect to capital investment, and the
decommissioning of certain plants; and (4) high initial
indebtedness and uncertainty around the timing of the
monetization of regulatory receivables, which combined with
potential volatility of Genco's earnings could delay planned
deleveraging.

Genco's assets are defined by the Facilities as a restricted
group, and comprise a portfolio of hydro, coal and combined cycle
gas turbine (CCGT) power plants which operate in Spain with a
total capacity of 3.3GW.  The portfolio also includes
approximately 0.9GW of coal and CCGT plants which are to be
decommissioned.  The (P)B1 rating factors in that overcapacity in
the Spanish system and current commodity prices mean that only
1.3GW currently operates profitably.  This results in
concentration risk, in Moody's view, and Moody's estimates that
the 589MW Los Barrios coal plant will contribute more than half
the company's EBITDA in the next three years.  As a merchant
power generator, Genco is exposed to price and volume risks in
the Spanish wholesale power market.  With a relatively small
portfolio, it is also more exposed to volume shortfalls at any
one plant, for example because of unplanned outages, than larger
generators where that risk is smoothed by the larger portfolio
effect.  Genco has downstream supply subsidiaries, but they are
excluded from the restricted group.

The (P)B1 CFR recognizes that cashflow volatility is to an extent
mitigated by certain characteristics of the assets themselves,
and by the company's hedging strategy.  Good earnings visibility
is provided by the 360MW pump storage plant at Aguayo, whose
flexibility has become more important to the Spanish system as
renewables-driven intermittency has risen.  The Los Barrios coal
plant close to Cadiz currently generates substantial ancillary
revenues because (1) it operates in an area of technical
constraint, which is a function of the limited grid transmission
capacity from the north of Spain, and (2) it enjoys a cost
advantage in the constrained market, as a relatively efficient
coal plant, over more expensive CCGTs.  The assigned rating
factors in that these ancillary revenues are vulnerable to a
number of threats including "re-think? by a regulator still
focused on containing system costs, possible strengthening of the
north-south capacity of the transmission network, and an
improvement in the economics of competing gas plant.

Moody's also factor in the company's hedging strategy as a
mitigant to cash flow volatility. Genco plans to sell forward
100% of planned production (except for pumped storage output) one
year forward, and at least a quarter of the following year's
planned output.

An improving macro and regulatory backdrop in Spain is supportive
of the rating. After 5 years of contraction or zero growth,
Moody's forecasts the Spanish economy will grow at 1.6% in 2015,
following estimated growth of 1.2% in 2014.  This should underpin
power demand, even if the correlation between GDP and electricity
demand is weakening.  The rating also factors in the series of
fiscal and regulatory measures taken in 2012-14 to eliminate the
electricity system's tariff deficit, which have reduced the
likelihood of further heavy cuts to utilities' revenues, but do
not eliminate regulatory risk altogether.

With regard to Genco's financial structure and leverage, the
(P)B1 CFR factors in the track record and intent of the company's
ultimate shareholders, which target rapid deleveraging from 2015
towards a Net Leverage Ratio below 2x.  Deleveraging is to be
achieved primarily through the monetization of EUR68 million of
regulatory receivables in 2015, and a further EUR20 million of
gas inventories in 2016.  Debt reduction is complemented by the
senior facility's cash sweep mechanism which provides for
mandatory prepayment of the debt facilities until leverage falls
to 2x or below.  The shareholders have also indicated they plan
to retain a EUR20 million additional cash reserve in the
business.

As a negative factor, the (P)B1 rating incorporates execution
risks arising from (1) the company's sizeable capital investment
in Selective Catalytic Reduction (SCR) at Los Barrios.  The
project, estimated to cost EUR55 million (partly covered by
EUR30m proceeds of the term loan set aside for this specific
investment), will result in lower load factors at Los Barrios in
2016 at least, and there is a risk common to projects of this
size that production could be further interrupted with a
potentially significant impact on the company's cash flows; and
(2) the decommissioning of certain power plants, for which
Genco's business plan includes an estimated EUR39 million of
decommissioning cost cash outflows over 2015-17.

Constraining the rating is Genco's initial indebtedness, which
will be represented by the drawdown of the term loan, and which
Moody's considers to be high given the potential for volatility
in the company's operating performance.  The CFR also factors in
some uncertainty around the timing and value of the monetization
of regulatory receivables, which could delay planned
deleveraging.  The majority of these relate to amounts accruing
with respect to the domestic coal subsidies arising from the
operation of Genco's 330MW Puente Nuevo coal plant over 2011-14.
On the basis of Moody's estimates for output and power prices,
the (P)B1 CFR factors in that in the first two years of Genco's
operations following its acquisition, Moody's expects leverage to
remain high, if declining, with Moody's-calculated FFO/debt in
the mid-teens to 20% range, and Debt/EBITDA in the 3.5x-4.7x
range in 2015-16.

The terms of the Facilities provide certain creditor protections
in the form of restrictions on additional indebtedness; a
limitation on the payment of dividends and other restricted
payments; a cash sweep mechanism which provides for debt
prepayment; and a restriction on permitted investments outside of
the restricted financing group.

The Facilities will be guaranteed by Genco.  The (P)B1 rating
assigned takes account that the Facilities will be secured on
shares and intercompany loans of the guarantor (there is no
security over the fixed assets).  Financial leakage between Genco
and its supply subsidiaries is limited to EUR5 million under the
financial documents, providing adequate ring fencing of the
supply subsidiaries from the rest of the group.

The Facilities will rank senior to a shareholder loan made to the
company by E.ON Espana, and which will replace all intercompany
loans between the two entities.  Moody's considers that the
shareholder loan meets the conditions to be treated as 100%
equity as set out in its 2013 publication "Debt and Equity
Treatment for Hybrid Instruments of Speculative-Grade
Nonfinancial Companies".

The structure includes a cash sweep mechanism which provides a
contractual framework for deleveraging (100% cash sweep if Net
Debt/EBITDA (as defined in the Facilities agreement) >3.0x, 50%
cash sweep if Net Debt/EBITDA>2.0x and <=3.0x and no cash sweep
if Net Debt/EBITDA <=2.0x). Breach of the financial covenant test
ratio (DSCR<1.10x) would qualify as an event of default. Moody's
expects Genco should maintain adequate headroom over the default
threshold under its downside scenarios.

The rating outlook is stable, reflecting Moody's expectation that
the business will de-lever gradually over 2015-16, with FFO/gross
debt strengthening clearly to 20% by 2016.

The rating could be raised following a track record of
operational delivery, monetization of receivables and a reduction
of leverage with FFO/debt sustainably in the mid-20s in
percentage terms.

Conversely, downward pressure could arise if the group were to
deleverage more slowly than expected whether because of
operational underperformance, or slower than planned monetization
of receivables and inventories -- such that FFO/debt was to be in
the low double digits to mid-teens.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
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.


E.ON GENERACION: Fitch Assigns 'BB-(EXP)' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned E.ON Generacion SLU (E.ON Generacion)
an expected Long-term Issuer Default Rating (IDR) of 'BB-(EXP)'
and senior secured rating of 'BB(EXP)'. The Outlook on the Long-
term IDR is Stable.

The expected ratings reflect the proposed group and capital
structure pending its acquisition by Macquarie Group and Wren
House, expected in 1Q15. The ratings do not take into
consideration the current group perimeter and financial profile
of E.ON Generacion and its links with E.ON SE (A-/Rating Watch
Negative). The final ratings are contingent on the completion of
the acquisition, and on the receipt of final documents conforming
materially to the preliminary financing documentation, including
the terms and conditions of shareholder loans.

E.ON Generacion's IDR of 'BB-(EXP)' reflects the inherent
exposure of its generation business to volatile wholesale
electricity prices and the fairly small size of its asset base in
Spain. The expected ratings also take into account the mix of
advantageously located (Los Barrios coal plant), efficient and
fast-response (hydro, including pumping) assets that mitigate its
wholesale electricity price exposure.

"We foresee E.ON Generacion deleveraging from the sizeable post-
acquisition level to a moderately leveraged credit profile in
2018. The main drivers for deleveraging are regulatory
receivables monetization, coal destocking but also structurally
positive pre-dividend free cash flows and cash sweep mechanism
embedded in the financing documentation."

Fitch expects above-average recovery prospects for the
prospective lenders under the proposed secured financing, which
is reflected in the rating uplift of the facilities above the
IDR.

KEY RATING DRIVERS

Small Power Producer in Spain

E.ON Generacion is a pure electricity generator focused on the
Spanish market. Its generation portfolio comprises hydro, coal
and CCGT plants with a total installed capacity of 3.3GW, of
which only 1.3GW is expected to contribute to future cash flows
over the rating horizon. The CCGTs are currently not running due
to low demand and overcapacity in the Spanish market. Fitch is
not considering any contribution from the subsidiaries involved
in supply activity.

E.ON Generacion's market share of 3% is small, especially when
considering the concentrated generation market in Spain. The
group relies on few key plants, resulting in operational risk
associated with asset concentration.

Hydro/Coal Support Cash Generation

Hydro plants represent a sound profitability base, due to their
fundamental position in the merit order and high margins. We
expect financial results of these plants to be based on long-term
average production levels, lower than the exceptionally high
levels reported in 2013-14. Around half of the group's hydro
capacity is pumping hydro (361MW), making most of its earnings on
the spread between peak and off-peak prices and on the balancing
market. Conventional hydro can optimize production timing and to
some extent take part in balancing market.

Fitch expects Los Barrios coal plant to retain its strategic
importance for the reference area, which is characterized by grid
technical constraints expected to persist over the rating horizon
of 2015-2018. This feature allows the plant to achieve
significant premium on pool prices, thus supporting its
profitability. Puente Nuevo's coal plant future over the medium
term is uncertain after losing its subsidized status in
January 2015 and a consequent drop in the plant's margins.

Fitch expects coal plants to contribute around 50%-60% of EBITDA,
with the bulk of the contribution to come from Los Barrios and
the remainder from hydro plants. CCGTs bring a negligible
contribution over the rating horizon. We assume that should
capacity payments available to CCGTs be removed by the regulator,
the company would mothball the plants at manageable additional
expenses.

High Market Price Volatility

Spanish electricity pool prices are heavily exposed to
hydrological and wind conditions, which increased day-ahead price
volatility in recent years on higher installed renewable
capacity. Fitch assumes long-term average weather conditions when
making its price assumptions. The group typically hedges its
production for at least one year ahead, thus partly locking in
its gross margin for 2015 and, to a lesser extent, for 2016.
Hedging is usually rolled over but it cannot offset long-term
price trends.

"We consider that the impact of the current low oil price
environment should be mitigated in Spain by the almost absent
contribution of gas plants to electricity price formation. Some
degree of impact cannot be ruled out for peak prices,
particularly if low commodity prices persist."

E.ON Generacion is exposed to market risk, and does not benefit
from the mitigation enjoyed by its vertically integrated peers.
However, the diversification, location and flexibility of the
group's plants allow it to offer balancing and ancillary
services, with significant premium over baseload prices for Los
Barrios and for pumping hydro over recent years.

Slight Recovery of Market Fundamentals

Fitch is assuming a slight increase in electricity demand in
Spain over the rating horizon, in line with our expectation of
moderate GDP growth. The Spanish (Iberian) electricity system is
characterized by significant overcapacity and limited
interconnection with France, which we expect to continue. We
believe that overcapacity would be reduced over the medium term
by the recovery of electricity demand and the reduction of CCGT
and coal installed capacity, due to ongoing mothballing.

Easing Political and Regulatory Risk

Recent reforms implemented in Spain have largely resolved the
industry's tariff deficit. In a financially more balanced and
sustainable electricity system we would expect regulatory and
political risk to decrease. E.ON Generacion has limited exposure
to regulatory risk, and further cuts of capacity payments would
likely result in management mothballing or decommissioning its
CCGTs, which are not contributing to cash flows even under the
current capacity mechanism.

New Financing Package Considered

The proposed financing package is only related to E.ON Generacion
without any link to the other activities (renewable and regulated
assets) of E.ON Espana, which is in the process of being acquired
by Macquarie European Infrastructure Fund IV (60%) and an entity
managed by Wren House Infrastructure (40%). The proposed
financing package includes a seven-year EUR275 million bullet
term loan B (TLB), a six-year EUR20 million revolving credit
facility (RCF) and a six-year EUR60 million facility for
operational guarantees. The proposed capital structure of E.ON
Generacion will also include a sizeable shareholder loan, which
has been considered as equity within Fitch's criteria based on
the current documentation draft.

The financial documentation includes cash sweep and lock-up
provisions and a two-year dividend blocker. Funds can be
distributed to shareholders (through dividends or repayment of
shareholder loans) only if a leverage test is passed (net debt to
EBITDA of less or equal to 2.0x). The cash sweep leads to the
repayment of a substantial part of the TLB during the rating
horizon, while the debt service coverage ratio (DSCR) covenant at
1.1x provides limited additional protection to lenders, in our
opinion.

Working Capital Monetization

E.ON Generacion has EUR68 million of regulatory receivables
related mainly to the tariff deficit and the subsidies of Puente
Nuevo, EUR20 million of receivables related to gas sales
(discontinued activity) and a coal inventory of around EUR70
million that will be used by Puente Nuevo in the next few years,
as per our rating case. The monetization of these assets is a key
driver for the expected debt reduction over the rating horizon,
as cumulative cash inflow from working capital is expected to be
in excess of EUR150 million over 2015-2018. This means that the
expected deleveraging is, to some extent, not reliant on market
dynamics (pool prices) being favorable over the short to medium
term.

Post-acquisition Deleverage

Fitch forecasts a funds from operations (FFO) net adjusted
leverage of around 2.7x at end-2015 after receivables
monetization and cash sweep, down from estimated 3.6x at
transaction closing. The ratio is expected to peak in 2016 (at
around 3.5x), when we expect EBITDA to be hit by the planned
outage of Los Barrios plant, before decreasing thereafter to
around 2.1x in 2018, due to working capital inflow and expected
positive free cash flow.

KEY RATING ASSUMPTIONS

-- Moderate improvement of baseload electricity prices in Spain
    over the rating horizon driven by normalized weather
    conditions and slight recovery in demand

-- Achievement of a sizeable premium over baseload prices for
    Los Barrios and pumping hydro, although lower than that
    reported historically

-- Non-recurring costs of around EUR70 million, mainly due to
    decommissioning activity, non-recurring financial expenses
    and transition costs

-- Cash inflow of around EUR150 million from working capital
    assets monetization over the rating horizon

-- Capital expenditure of around EUR140 million for the period,
    including a largely pre-funded selective catalytic reserve
    investment at Los Barrios (but not at Puente Nuevo)

-- Significant reduction of gross debt and dividends
    distribution in line with the cash sweep mechanism over the
    rating horizon

RATING SENSITIVITIES

Positive: Future developments that could lead to a positive
rating action include:

FFO net adjusted leverage below 2.5x and FFO interest cover above
4.5x on a sustained basis, supported by stronger electricity
market fundamentals in Spain and sustainable higher margins for
E.ON Generacion hydro and coal plants

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

-- FFO net adjusted leverage above 3.5x and/or FFO interest
    cover below 3.0x on a sustained basis, as a consequence of
    lower working capital release, negative market evolution
    and/or substantially lower margins than currently expected by
    Fitch

-- Material adverse changes to the regulatory framework,
    including wholesale market and capacity payments, leading to
    a change in our view on the system's sustainability and
    company's operating environment

LIQUIDITY AND DEBT STRUCTURE

Fitch assesses E.ON Generacion's post-acquisition liquidity
position as adequate. The proposed bullet EUR275m TLB would be
fully drawn at closing, with EUR30m of those proceeds pre-funding
a cash reserve which can only be used for the 2015-2016
environmental capital expenditure requirements at Los Barrios.
"We view this as restricted cash in our rating case."

"The provisions of the draft financing documentation allow the
complete distribution of the aggregate retained excess cash flow
every year for debt repayment (cash sweep mechanism) and,
secondly, distribution to shareholders (provided the leverage
test is passed). However, in line with shareholders' stated
financial policy, we believe that a reasonable cash balance (in
the range of EUR20 million) will be retained on the balance sheet
and maintained broadly stable throughout the rating horizon. In
addition, the financing package includes a proposed EUR20 million
RCF that will be mainly available within the rating horizon. We
forecast this liquidity position will be sufficient to cover all
the operational requirements within the rating horizon."



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


SAAB AUTOMOBILE: Former Owner Faces Tax Crime Allegations
---------------------------------------------------------
Radio Sweden, citing Swedish Radio P4 Vast, reports that the
former owner of Saab Automobiles, Victor Muller, is suspected of
tax crimes.

Mr. Muller is suspected of avoiding tax inspections in 2010 and
2011, Radio Sweden says, citing documents handed in to a court in
Vanersborg.

According to Radio Sweden, in a text message to Swedish Radio,
Mr. Muller denies any wrongdoing: "I have not seen the
accusations but I have not committed any tax crimes".

Investigations have been ongoing into the business dealings in
and around Saab Automobile for several years, Radio Sweden
relates.

                     About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.

The Troubled Company Reporter, on July 18, 2013, reported that
the U.S. arm of Saab Automobile AB won approval of its Chapter 11
liquidation plan, marking the end of the road for Swedish auto
maker's bankruptcy proceedings.



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


TURKISH AIRLINES: Moody's Assigns 'Ba1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 corporate family rating
and a Ba1-PD probability of default rating to Turk Hava Yollari
Anonim Ortakligi (Turkish Airlines).  The outlook on the rating
is stable.

"Our decision to assign a Ba1 CFR to Turkish Airlines balances
the company's healthy financial profile and role as the national
carrier against the execution risks associated with its high-
growth strategy," says Rehan Akbar, an Analyst in Moody's
corporate finance group and lead analyst for Turkish Airlines.

The Ba1 CFR on Turkish Airlines incorporates a one-notch uplift
on its baseline credit assessment (BCA) of ba2, which is used to
assess the underlying credit profile of a company.  This uplift
reflects its classification by Moody's as a government-related
issuer (GRI) in view of its 49.12% ownership by the Government of
Turkey (Baa3 negative).

The assignment of a Ba1 CFR to Turkish Airlines balances its
strong business profile as the Turkish national carrier against
the risks associated with the operator's significant expansion
plans.

Turkish Airlines' healthy financial profile is underpinned by its
low-cost structure and historical above-peer-average
profitability metrics.  The airline has a well-diversified
passenger revenue base that is supported by the economic and
tourism growth seen in Turkey, while Istanbul's geographic
location allows the Ataturk International Airport to act as a hub
for international transfer traffic.

As of the 12-month period through Sep. 30, 2014, Turkish Airlines
had a debt/EBITDA ratio of 4.4x and an EBIT/interest coverage
ratio of 4.1x, under Moody's adjustments.  However, these metrics
are inflated to an extent as a result of foreign-exchange gains
on financial liabilities.  Excluding these gains, the debt/EBITDA
and EBIT/interest coverage ratios are moderately weaker at 4.8x
and 3.5x, respectively.

The Ba1 CFR also incorporates the challenges that Turkish
Airlines faces, including exposure to an inherently cyclical
industry and the risk of yield and margin pressure as the company
executes on its high-growth strategy.  In addition, the company
has limited earnings diversification from other business segments
such as MRO (maintenance, repair and overhaul) and catering.  The
material fleet expansion strategy also makes Turkish Airlines
more sensitive to global and domestic economic weakness as well
as foreign-currency volatility, particularly when competition is
increasing as Middle Eastern carriers aggressively pursue
capacity additions and as European carriers slowly consolidate.

The one-notch rating uplift reflects a balanced view that,
although the government has not provided explicit support to
Turkish Airlines and the ownership is held through the Turkish
Privatization Administration, Moody's believes that the airline
is an important contributor to the Turkish economy and plays a
major role in promoting economic growth and tourism.  Moody's
also anticipates that the government will continue to hold its
Class C golden share and remain the single largest shareholder,
albeit the ownership stake could be partially reduced.

Turkish Airlines has good liquidity under Moody's 12-18 months
time horizon, particularly as a result of its healthy cash flow
generation which is sufficient to support the company's upcoming
financial obligations.  As of year-end 2014, Turkish Airlines
reported cash flow from operations of $1.1 billion, while cash
and cash equivalent balances stood at $635 million.  These
amounts were sufficient to cover $471 million of capex and $131
million of aircraft pre-delivery payments (PDP). Fleet additions
are funded through either finance or operating leases, with $697
million of financial lease liabilities and interest expense being
paid in 2014.

Looking forward, Moody's anticipates that cash flows from
operations will remain sufficient to cover maintenance and growth
capex (excluding aircraft purchases) as well as existing lease
payments.  However, Turkish Airlines is dependent on external
sources of financing for the foreseeable future to fund the
purchase of new aircrafts.

The stable outlook reflects Moody's expectation that Turkish
Airlines will see steady industry demand with favorable passenger
growth and healthy load factors during its fleet expansion phase.

The outlook also assumes that Turkish Airlines will continue to
have an efficient cost base and above-peer-average profitability
metrics through the economic cycle.

The rating agency foresees little upward pressure on Turkish
Airlines' ratings over the next few years because of the large
aircraft order book and the company's plans to significantly grow
capacity annually through 2017 and beyond, which could put
pressure on yields and margins.

Nevertheless, an upgrade could follow if the company were to
strengthen its credit metrics and maintain good liquidity while
executing its growth strategy.  More specifically, positive
rating pressure could build if Turkish Airlines were to display a
track record of debt/EBITDA below 4.0x and EBIT/interest coverage
above 3.5x on a sustainable basis.

Conversely, negative rating pressure could develop if the
company's liquidity were strained, potentially as a result of its
large aircraft acquisition program combined with weaker free cash
flow generation.  Any change in Moody's current GRI support
assumptions or a downgrade of the Government of Turkey's
sovereign rating could also negatively affect ratings.  Downward
pressure on the rating could also occur if Turkish Airlines'
gross leverage were to remain above 5.0x for a sustained period
and its EBIT interest coverage were to fall below 2.5x, for
instance, as a result of a weaker operating environment.

The principal methodology used in these ratings was Global
Passenger Airlines published in May 2012. Other methodologies
used include the Government-Related Issuers methodology published
in October 2014.

Turkish Airlines is the national flag carrier of the Government
of Turkey and is a member of the Star Alliance network since
April 2008.  Through the Ataturk International Airport in
Istanbul acting as Turkish Airlines' primary hub, the passenger
airline operates scheduled services to 218 international and 43
domestic destinations across 108 countries globally.

Turkish Airlines is 49.12% owned by the Government of Turkey
while the balance is public on Borsa Istanbul.  For the year
ended Dec. 31, 2014, Turkish Airlines reported consolidated
revenue of US$11.0 billion and a net profit of US$845 million.



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


ALPARI UK: Creditors' Meeting Scheduled for March 12
----------------------------------------------------
Samantha Bewick, Joint Special Administrator of Alpari (UK)
Limited, on Feb. 24 disclosed that the initial meeting of
creditors and clients (pursuant to paragraph 51 of Schedule B1 of
the Insolvency Act 1986) of the Company is to be held at the
Central Hall Westminster, Storey's Gate, London, SWH1H 9NH on
March 12, 2015 at 11:00 a.m. to consider the Special
Administrators' proposals (under Rule 59 of the Investment Bank
Special Administration (England and Wales) Rules 2011) and to
consider establishing a creditors' committee comprising
representatives of creditors and clients.

A creditor or client will be entitled to vote only if a written
statement of claim is delivered to Ms. Bewick at the current
registered office of the Company: c/o KPMG LLP, 8 Salisbury
Square, London EC4Y 8BB or via the Claims Portal or by email to
alpariukclaims@kpmg.co.uk no later than noon on March 11, 2015.

Any proxies that are intended to be used must be submitted to
Ms. Bewick by the date of the meeting.  A company may vote either
by proxy or through a representative appointed by board
resolution.

Office Holder details: Mark Granville Firmin, Richard Heis and
Samantha Rae Bewick all of KPMG LLP, 8 Salisbury Square, London
EC4Y 8BB.

The Joint Administrators of the Company were appointed on
January 19, 2015.

                         About Alpari

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

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

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


GIBRALCON 2004: Liquidator Sues GSD Over Waterport Terraces
-----------------------------------------------------------
Gibraltar Chronicle reports that a Government of Gibraltar
company is being sued for GBP27 million having been served with
fresh proceedings relating to a housing development built by the
GSD government.

This is the second such set of proceedings served on the
Government within the space of a week, No 6 highlighted on
March 9, Gibraltar Chronicle notes.

According to Gibraltar Chronicle, the claim, seeking liquidated
damages in the sum of GBP27,688,000 and further unliquidated
amounts, is in relation to the development of the Waterport
Terraces housing estate by the former GSD administration.

No 6 said that the claimant is the liquidator of a subsidiary of
Bruesa SA, the first construction company that the GSD
administration contracted to build that estate as well as the
Mid-Harbours Estate, Gibraltar Chronicle discloses.

The subsidiary of Bruesa, named 'Gibralcon 2004 SA' (which had
originally been named Brues y Fernandez Gibraltar SA), "appears
to have been created as a special purpose vehicle for the
Gibraltar projects that were being undertaken by Bruesa,"
Gibraltar Chronicle quotes No 6 as saying.

The claim has been issued in Madrid in Juzgado de lo Mercantil
No 5, Gibraltar Chronicle relays.

The defendant is the Government affordable property development
company, GRP, Gibraltar Chronicle notes.

No 6 says the first response will be to challenge the
jurisdiction of the Madrid court, according to Gibraltar
Chronicle.

"GRP will be vigorously defending the action and is contesting
that the Court in Spain has no jurisdiction in respect of the
alleged claim," No 6, as cited by Gibraltar Chronicle, said.

Gibralcon 2004 SA is based in Spain.


HEALTHCARE SUPPORT: S&P Affirms B+ Secured Debt Rating, Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
developing implications its long-term issue ratings on the senior
secured debt issued by U.K.-based special-purpose vehicle
Healthcare Support (Newcastle) Finance PLC (ProjectCo) and
affirmed the ratings at 'B+'.  The ratings were placed on
CreditWatch on March 17, 2014.  The outlook is negative.

The recovery rating on these debt instruments is unchanged at
'2'. S&P's recovery expectations are in the upper half of the 70%
to 90% range.

The debt comprises GBP197.82 million senior secured bonds due
2041 and a GBP115.0 million senior secured European Investment
Bank loan due 2038.

Both debt tranches benefit from an unconditional and irrevocable
payment guarantee of scheduled interest and principal provided by
Syncora Guarantee U.K. Ltd. (Syncora).  According to Standard &
Poor's criteria, a long-term rating on a monoline-insured debt
issue reflects the higher of the rating on the monoline and the
Standard & Poor's underlying rating (SPUR).  As S&P do not rate
Syncora, the long-term ratings on the above issues reflect the
SPURs.

The outlook revision reflects S&P's view that the relationship
between the parties is weakening and the dispute between them is
likely to escalate over the next few months.

S&P understands that the independent tester has confirmed that
most of the outstanding issues that were preventing the COB being
certified complete have now been sufficiently resolved to permit
him to issue the completion certificate.  The only remaining item
is that Laing O'Rourke (LOR) must present a thermal model for the
building that demonstrates that ambient temperatures in it will
comply with the relevant British standards, which specify a
maximum permitted temperature.  S&P anticipates that LOR will
complete this model shortly and that the independent tester will
subsequently determine whether the building is complete or not.

S&P considers that it is likely that, depending on the outcome,
either ProjectCo or the Newcastle-Upon-Tyne Hospitals National
Health Service (NHS) Foundation Trust (the Trust) will dispute
the independent tester's decision, leading to further court
action.

If the building is certified complete, S&P sees an increased risk
that the Trust may seek to terminate the project agreement on the
grounds that completion was not achieved before the project
agreement longstop date of Oct. 28, 2014.  Alternately, the Trust
may occupy the building and seek to impose significant
unavailability deductions because it does not consider that the
COB fully complies with the contract.  Based on S&P's view of the
relationship between the parties and the evolution of the dispute
to date, S&P considers it unlikely that Trust will simply occupy
the COB.

If the building is not certified complete then further works will
be required to ensure the building meets the specification.  It
is not currently clear what works could be completed to rectify
the deficiency.  In S&P's view, any termination notice issued
would be disputed and termination could only occur once the issue
had been resolved by the courts.

The project has a preliminary construction phase business
assessment of 'a-'.  However, S&P assess project management as
"weak" due to the ongoing dispute between the parties and
therefore lower the construction phase business assessment by six
notches to 'bb-'.  The project has a marginally weak construction
funding assessment, leading to an overall construction phase
stand-alone credit profile (SACP) of 'b+'.

The rating on the project is currently driven by the construction
phase SACP.  The preliminary operations phase SACP is 'a-' and
S&P assess the performance of the project under our downside
scenario as 'aa' due to its extremely robust performance.
Accordingly, the operations phase SACP is 'a'.

S&P currently anticipates that the transition from the
construction phase to the operations phase will be slow, due to
the ongoing dispute.

S&P assigns a counterparty dependency assessment (CDA) to
counterparties that S&P considers material and not easily
replaceable without significant time or cash-flow implications.
The ratings incorporate S&P's CDA as a weak link, which means
that the ratings on the bonds are limited by the CDAs S&P
assigns. Currently, the ratings are not constrained by any
counterparty rating.

S&P assigns a CDA to the Trust, which is a material and
irreplaceable counterparty.  The CDA does not constrain the
project's issue ratings.

S&P do not assign a CDA to Interserve Facilities Management Ltd.
as it considers that the project has sufficient liquidity to
replace its facilities maintenance contractor if required.  S&P
also do not assign a CDA to the construction contractor LOR
because, in S&P's view, the remaining works are minor.
Construction is more than 98% complete at present.

The project's majority creditors have waived the minimum rating
requirement for the project's financial counterparties ('AA-'
from Standard & Poor's and 'Aa3' from Moody's).  As such,
ProjectCo holds its deposits with Lloyds Bank PLC.  This does not
currently constrain the issue rating on the bonds due to the
replacement language and limited exposure.

The negative outlook reflects S&P's view of the weakening
relationship between the parties and the likely escalation of the
ongoing dispute.  S&P now considers it unlikely that this dispute
will be resolved in the short term as it expects that the
independent tester's determination on the completion of the COB
will be disputed.

S&P could lower the ratings by one or more notches if, following
completion of the COB, the Trust seeks to terminate the project
agreement or seeks to impose significant availability deductions.
The ratings could also be lowered if the COB is not certified
complete and LOR cannot present a clear plan demonstrating how it
will deliver a compliant building.

The outlook could be revised to stable if the parties agree a
path to amicably resolve the dispute and complete construction of
the remaining works.


ITHACA ENERGY: Moody's Lowers CFR to 'B3'; Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Ithaca Energy Inc.'s
corporate family rating to B3 from B2, the probability of default
rating rating to B3-PD from B2-PD, and the rating for its senior
unsecured notes due 2019 to Caa2 from Caa1, with a loss given
default assessment of LGD5 (88%).  The notes are guaranteed on a
senior subordinated basis by certain Ithaca subsidiaries.  The
negative rating outlook is also maintained.

"We downgraded Ithaca's ratings based on the announced delay in
the start up of its key Greater Stella Area field development and
lower base level production until at least mid-2016, and to
reflect its tightening liquidity profile", said Tom Coleman,
Senior Vice President. "While the Greater Stella development is
considerably advanced, shipyard delays in delivering the floating
production facility will push back initial production by almost a
year, resulting in lower cash flow and the continuation of higher
than expected leverage."

Downgrades:

Issuer: Ithaca Energy Inc.

  -- Probability of Default Rating, Downgraded to B3-PD from
     B2-PD

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Unsecured Regular Bond/Debenture (Foreign Currency),
     Downgraded to Caa2, LGD5 from Caa1, LGD5

Actions:

Issuer: Ithaca Energy Inc.

  -- Outlook, Remains Negative

Ithaca Energy's B3 CFR reflects the execution risk and reduced
production resulting from the Greater Stella delay, as well as
the company's small scale, production concentration, short
reserve life, and elevated financial leverage.  Completion and
commissioning of the FPF-1 floating production facility is now
expected to occur in first quarter of 2016 followed by expected
production start-up late in the second quarter.  Delivery of the
Greater Stella production will be critical to Ithaca's production
ramp up from a current level of about 12,000 bpd, and to a rising
cash flow profile and reduced unit costs.

The Caa2 rating on the senior notes is two notches below the B3
Corporate Family Rating, reflecting the substantial amount of
liabilities in the capital structure that rank senior to the
notes.  Guarantees on the notes provided by Ithaca's various
subsidiary guarantors are senior subordinated obligations of
those subsidiaries.

Ithaca's liquidity is tighter but it should be able to meet peak
funding requirements on the Stella development under its US$610
million reserve based loan facility (RBL).  Moody's believes the
company is likely to negotiate an extension of the facility at
the next re-determination in April 2015, which will be key to
aligning its availability with the development delay and pushing
out the initial US$110 million amortization due in the fourth
quarter of 2015.

Ithaca also is likely to lose access to its US$100 million
Corporate Facility Agreement, based on a breach of the leverage
covenant, unless it can re-negotiate facility terms.  However,
the facility remains undrawn and is not expected to be needed to
meet Ithaca's funding requirements. Despite tightening liquidity,
Ithaca has other sources such as liquidation of a portion of its
in-the-money hedges to provide cash flow support as it completes
Phase 1 of the Greater Stella development.

Moody's notes that Ithaca's large capital commitments for the
Stella development are declining, and that once the field comes
onstream and ramps up later in 2016 the company should benefit
from good cash margins of US$35-US$40/BOE, reduced unit operating
costs, and declining financial leverage.  In the meantime,
production should be level in the area of 12,000 BOE/day with
cash flow from operations lower and a higher unit cost profile.

Ithaca's liquidity position has tightened, but assuming it is
able to push out the first amortization on the RBL, it should be
adequate to fund capital spending and bring the Stella field on
line. Its main source of liquidity is the US$610 million RBL,
which matures in June 2017, with $134 million undrawn as of
Sep. 30, 2014.  The borrowing base (Maximum Available Amount) was
reaffirmed in October 2014 and will be reviewed again in
April 2015.  As noted, absent an amendment Ithaca is likely to
lose access to its undrawn USD100 million Corporate Facility
Agreement (CFA), based on a breach of the maximum Debt/EBITDAX
covenant of 3.5x. The facility matures in 2018.

Successful re-determination and extension of the RBL and required
amortization, which is expected in April 2015 based on year-end
2014 results (to be disclosed at end of March 2015), will be key
to Ithaca's liquidity.  The B3 CFR will be downgraded if it is
unable to amend the facility. It could also be downgraded if
Stella production is further delayed and the company fails to
reduce debt levels and leverage metrics, with Adjusted
Debt/Average Daily Production as of year-end 2014 at an estimated
peak of about US$76,000/BOE.

Given the Great Stella delays and Ithaca's small scale proved
reserve base and elevated leverage, Moody's does not see upward
ratings momentum in the near-term. However, successful delivery
on the development program with demonstrated production growth
and debt reduction, as well as achievement of an improving cost
structure, could stabilize the outlook.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.  Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Ithaca Energy Inc. is a Canadian-based independent exploration
and production company with almost all of its assets and
production in the United Kingdom Continental Shelf (UKCS) region
of the North Sea.  The company has pursued growth via
acquisitions of producing field interests with a focus on
appraising and developing assets that have potential for with
step outs in contiguous areas.  As of year-end 2013 Ithaca held
2P reserves of 58 million BOE with production averaging 11,600
BOE/day in third quarter 2014.


MABEL TOPCO: S&P Assigns 'B-' Corp. Company Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
long-term corporate credit rating to Mabel Topco Ltd., the parent
company of U.K.-based casual dining restaurant operator Wagamama
Ltd.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue rating to the
group's GBP150 million senior secured notes.  The recovery rating
on these notes is '4', indicating S&P's expectation of average
(30%-50%) recovery prospects in the event of a payment default.

S&P also assigned a 'B+' long-term issue rating to the group's
GBP15 million super senior RCF.  The recovery rating on the RCF
is '1', indicating S&P's expectation of very high (90%-100%)
recovery prospects in the event of a payment default.

The 'B-' rating on Mabel Topco reflects S&P's assessment of
Wagamama's business risk profile as "weak" and its financial risk
profile as "highly leveraged" as S&P's criteria define these
terms.

Wagamama is a midsize casual dining restaurant chain in the
highly competitive and cyclical U.K. restaurant sector.  It is
exposed to consumers' discretionary spending trends and to
volatile commodity prices, somewhat mitigated by long-term
supplier contracts.  The restaurant chain also has limited
diversification outside its home country through its franchise
business model.  These weaknesses are alleviated by Wagamama's
well-known brand and its differentiated position and market
leadership as the only pan-Asian restaurant operator of scale in
the U.K. restaurant market; it has a portfolio of over 100 well-
located sites in the U.K.  In addition, Wagamama has demonstrated
a steady track record of new restaurant openings and positive
like-for-like growth for the past five financial years.

Although Wagamama's profitability is constrained by relatively
high labor costs due to its specialization in pan-Asian cuisine,
its profitability is just above average.  Mitigating this are the
restaurant chain's relatively few promotional offers and its
positioning as a leading pan-Asian restaurant chain in the U.K.,
which provides some degree of differentiation in food and brand
identity.

Wagamama has a highly leveraged capital structure that consists
of senior secured notes, operating lease adjustments, and
shareholder loans, which S&P views as debt-like under its
criteria.

S&P calculates that Wagamama's Standard & Poor's-adjusted debt to
EBITDA will reach 9.8x (or 6.4x excluding shareholder loans) for
financial year (FY) ending in April 2015.  Due to the substantial
expansion capital expenditure (capex) and interest accrual under
the shareholder loans, S&P forecasts that leverage metrics will
broadly remain at these levels over FY2016.  In S&P's view,
Wagamama will have only modest potential to reduce leverage and
the pace of any deleveraging will depend on management
successfully implementing its growth strategy to secure profit
growth.

The shareholder loans, in the form of unsecured loan notes of
about GBP149 million, will accrue interest at 10% a year until
they mature in 2019.  After adjusting for capitalized operating
leases of GBP136 million, S&P forecasts that Standard & Poor's-
adjusted debt will be around GBP440 million at the end of the
FY2015.

Given the noncash nature of the interest on the shareholder
loans, S&P considers that its lease-adjusted leverage ratios are
best complemented by other ratios, such as the ratio of
unadjusted EBITDAR (EBITDA including rent costs) to cash interest
plus rent coverage.  S&P forecasts this EBITDAR coverage ratio
will be 1.6x in FY2016, a level commensurate with our assessment
of Wagamama's financial risk profile as "highly leveraged."

According to Standard & Poor's criteria, a combination of a
"weak" business risk profile and a "highly leveraged" financial
risk profile leads to an anchor of 'b' or 'b-'.  S&P has selected
the lower 'b-' anchor due to the company's relatively weak
financial risk profile; its credit metrics are at the lower end
of the "highly leveraged" category.

S&P's base case assumes:

   -- The U.K. economy's growth of about 3% will decline modestly
      in the next few years, but remain well above the 2% mark.
      The economy is gently cooling and recent survey data
      suggests that U.K. growth is likely to continue at a
      slightly slower pace in the coming quarters.  Modest growth
      in U.K. real consumer spending.

   -- Healthy topline revenue growth of about 14%-15% for FY2015
      and FY2016, mostly based on new restaurant openings and
      maturing new sites, accompanied by modest like-for-like
      growth.

   -- Adjusted EBITDA margin of about 23% for FY2015, marginally
      declining in 2016 because S&P expects labor costs in the
      U.K. to rise.

   -- Capex at 10%-11% of revenues, most of which will be used to
      fund new restaurant expansion.

   -- Increasing operating lease obligations in line with new
      openings.

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

   -- Adjusted debt to EBITDA reaching just below 10.0x (around
      6.3x, excluding the shareholder loan) in FY2015 and FY2016,
      modestly improving thereafter.

   -- S&P's core and most of the supplementary credit ratios will
      likely remain in the "highly leveraged" financial risk
      profile category over the medium term.

   -- EBITDAR coverage ratio of about 1.6x for FY2016, remaining
      at a similar level thereafter.

The stable outlook reflects S&P's view that Wagamama will be able
to grow revenues and increase its profits through new store
openings and also maintain adequate liquidity as it funds its
expansion plan.  S&P incorporates its expectations that Wagamama
will maintain a prudent financial policy and that management will
implement its expansion plan, which has a certain degree of
execution risk, carefully.

S&P expects that adjusted debt to EBITDA will remain broadly
above 9.5x (above 6.0x, excluding the shareholder loans) and that
EBITDAR coverage will remain above 1.5x.

S&P could lower the ratings if Wagamama is unable to successfully
execute its growth-oriented business plan or grow its revenues
and profitability, causing a deterioration of credit ratios and
liquidity.  This could result from factors such as a slowdown in
the U.K.'s economy, an inability to pass on commodity or labor
cost inflation to customers, any supply chain disruption, or a
food safety scare.

S&P could also lower the ratings if the financial sponsor owners
materially increase leverage, if liquidity deteriorates based on
negative free cash flows, or if the EBITDAR coverage drops below
1x.  This scenario could occur if management undertakes excessive
capex or shareholder returns, resulting in its financial
commitments becoming unsustainable.

S&P do not envisage an upgrade in the near term.  S&P could raise
the ratings however, if Wagamama's EBITDAR coverage ratio were to
significantly strengthen to above 2.2x on the back of strong
profit growth and management adopting a prudent financial policy
with respect to shareholder returns.


MERLIN ENTERTAINMENTS: Moody's Rates New EUR480MM Notes (P)Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba2 rating to
the proposed EUR480 million senior unsecured notes due 2022 to be
issued by Merlin Entertainments PLC.  The Ba2 Corporate Family
Rating is affirmed; while the Probability of Default Rating is
upgraded to Ba2-PD from Ba3-PD to reflect the new capital
structure with the notes issuance.  The outlook is stable.  The
existing ratings of the senior secured term loan and revolving
credit facilities are unaffected and are expected to be withdrawn
once these have been repaid.

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

On Feb. 25, 2015 the company agreed to GBP1 billion in new
unsecured term loans to refinance its previous secured bank
facilities of about GBP1.13 billion, while using excess cash on
hand to pay down the difference.  With the refinancing, Merlin
expects to save about 100 basis points in finance costs, or GBP15
million per annum.  The new term loans also include a Revolving
Credit Facility (RCF) of GBP300 million which replaces the
previous RCF of GBP150 million; about GBP15 million of the new
RCF is expected to be utilized at the time of the notes issuance
for ancillary activities, including mainly letters of credit.
The notes proceeds will be used to repay or cancel some of the
new bank facilities, such that total debt is expected to remain
largely unchanged.

The bank loans are borrowed at Merlin Entertainments PLC, the
parent company, together with subsidiaries.  The parent company
is also the issuer of the proposed notes. Both the notes and bank
facilities are senior unsecured obligations of the issuer, and
will represent virtually all of the group's outstanding debt,
apart from finance leases.  Moody's understands that the
guarantors for the notes are substantially the same as for the
bank facilities, while our rating for the notes assumes that this
will remain the case going forward as well.  On this basis the
notes are rated (P)Ba2, at the same level as the CFR.  The
upgrade of the PDR to Ba2-PD from Ba3-PD reflects the change in
the capital structure going forward, and notably the combination
of both bank and bond debt as opposed to only bank debt
previously.

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

Based in Dorset, the UK, Merlin Entertainments PLC is the largest
European, and second-largest global, operator of visitor
attractions in terms of attendance.  The company reported about
GBP1.25 billion in revenues and underlying EBITDA of GBP411
million for year-end 2014, and attracted 62.8 million visitors to
its 105 locations in that year.  The company has been listed on
the London Stock Exchange since November 2013.  Its largest
shareholder is Kirkbi, a Danish investment fund (c.30%), while
the remainder is free float.


MOTIVACTION: Gets GBP100,000 Cash Injection Following Purchase
--------------------------------------------------------------
Meetpie reports that MotivAction has been given a GBP100,000
injection following its purchase by MTravel Solutions LTD.

The purchase has led the investment, after the group entered into
a Company Voluntary Arrangement (CVA) to clear GBP500,000 of debt
last year, Meetpie relays.

"The assets of MotivAction Group & MotivAction Holdings, which
went into a CVA last February were subsequently purchased last
October by MTravel Solutions Ltd, an ATOL bonded company also
trading as MotivAction since 1995," Meetpie quotes a MotivAction
team spokesperson as saying.  "This has involved substantial new
investment from two former managers who now own the business and
is part of rationalizing the group for the benefit of all
stakeholders.  As part of this the MotivAction name has
transferred to MTravel Solutions LTD."

No jobs have been lost as a result of the purchase, Meetpie
notes.

Emma Massie, who worked for MotivAction from 1990 to 2009, is the
lead purchaser of the business and has invested in excess of
GBP100,000, Meetpie discloses.

With the purchase, the MotivAction Group has changed its name to
DBKOFish Events as it could no longer use the MotivAction name,
Meetpie states.  According to Meetpie, the company is no longer
trading, yet outstanding creditors as part of the CVA continue to
be paid and the company will close once this has been completed.

MotivAction is a specialist in corporate events management,
corporate team building, sales incentive schemes, employee
recognition schemes, corporate conferences, and brand
experiences, among others.


MOTO VENTURES: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned UK-based Moto Ventures Limited the
following expected ratings, upon completion of the pending
refinancing:

Moto Ventures Limited

  Long-term Issuer Default Rating (IDR) of 'B(EXP)', Stable
  Outlook

Moto Finance Plc

  GBP175m senior secured fixed rate notes due 2020:
  'B+(EXP)'/'RR3'

The 'B(EXP)' IDR is supported by Moto's leadership in the UK
motorway service area (MSA) market, its stable cash flow
generation and a regulated operating environment with limited
competition translating into a protected sector. The rating also
reflects the company's demonstrated ability in renegotiating
contracts with high street brands (i.e. M&S, BP, BK & WH Smiths)
and its pricing flexibility.

The IDR is constrained by the level of financial leverage
following the planned refinancing, in addition to weak coverage
ratios and high fixed costs. Future growth largely depends on a
number of related exogenous factors, including traffic and GDP
growth, in addition to on-going capital expenditure focused on
site improvements rather than on acquisitions. The possibility of
a high dividend payout (although subject to lock-up mechanisms
and covenants) reflects a rather aggressive financial policy
leading to flat to mildly rising leverage over time based on
Fitch's own projections.

The notes are expected to be issued by Moto Finance Plc, a
special purpose vehicle 100% owned by Moto Holdings Ltd. The
proceeds will be used to refinance Moto's outstanding bonds of
GBP175 million due 2017. The notes will be guaranteed by Moto
Ventures and secured by a first-ranking share charge over the
shares of Moto Ventures and Moto Finance plc. The notes -- which
rank junior to the new senior secured bank debt, comprising of
term loans, a revolving credit and capex facilities -- will be
guaranteed on a subordinated basis by Moto Investments and Moto
Hospitality (two main operating entities within the group) and
secured by (i) a second-ranking share charge over the shares of
Moto Investments; (ii) a first-ranking security interest over the
intercompany loan from Moto Finance Plc to Moto Ventures to Moto
Investments; and (iii) a second-ranking fixed and floating charge
over the assets of Moto Investments and Moto Hospitality.

The expected ratings are assigned under the assumption that the
refinancing will proceed according to plan. Final instrument
ratings are contingent upon the receipt of final documentation
conforming materially to information already received.
Unsuccessful refinancing would result in a withdrawal of the
ratings.

KEY RATING DRIVERS

Leading UK MSA Operator

Moto commands a market share of 36%, compared with its two
closest competitors Roadchef and Welcome Break. It operates in a
largely mature sector with an oligopolistic structure. High
barriers to entry, coupled with high start-up costs and long lead
times in obtaining planning permission for new MSAs, mean that
existing operators hold largely unchanging market shares. This is
an important supporting factor for the ratings.

Regulated Operating Environment

The MSA sector in the UK is highly regulated, with the majority
of regulations governing the establishment of new locations. The
minimum stipulations include 24-hour access to certain goods and
services such as fuel, drink, restroom and free parking for two
hours, all of which limit the entry of new participants. Recent
regulatory changes have resulted in an increased range of retail
offers and commercial opportunities including alcohol for both
off- and on-sale; the removal of retail and gaming area square
footage restriction; removal of minimum distance restriction and
the increase of alternative use opportunities, providing there is
no increase in net overall traffic. These recent changes have
brought about increased commercial opportunities for MSAs within
the framework.

Large Proportion of Freehold Sites

Moto has the greatest number of freehold sites (21) among the top
three operators. Of the remaining 32 sites, four are long-
leasehold sites. The freehold and long-leasehold sites together
represent approximately 60% of EBITDA. It has another 28 short
leasehold sites, with 10 at peppercorn rents. The structure of
the asset portfolio gives Moto largely limited exposure to rent
increases. Moto's asset base also underpins expected recoveries
for creditors in the event of default.

Strong Cash-flow Generation

The primary uses of cash are interest payments, followed by
capex. Working capital needs are minimal given the nature of the
business. Funds from operations (FFO) generation has been strong
over the last three years, and is forecast to remain robust over
the rating horizon. If the refinancing goes ahead as planned, a
non-amortizing, back-loaded bullet debt structure also helps
preserve cash in the business. However, we do not expect the cash
balance to build with earnings growth as dividends are expected
to be paid, starting in 2016. Dividend payments will create a
negative free cash flow profile in an otherwise cash generative
business model.

Vulnerability to Macroeconomic Factors

Although Moto's performance over the economic downturn in the UK
was largely stable, the company remains vulnerable to
discretionary spend and traffic volumes. These elements in turn
are affected by the prevailing economic environment, in
particular, GDP growth. In addition, average transaction value
remains low (GBP5.50) in MSAs, and the offerings tend to be
homogenous among the top three operators.

Slow Deleveraging; Limited Growth Potential

The UK motorway network is mature, and despite the recent
loosening of regulation governing MSAs, there are only a few
potential sites for new MSAs. Recent operating performance (FY14)
has shown that price increases across the catering portfolio,
coupled with new Greggs outlets (and continued M&S roll-outs)
have resulted in EBITDA growth over the prior year. Contractually
required capex (funded through drawdowns on the capex facility)
is likely to increase leverage unless earnings growth outpaces.

Above-average Recovery Prospects

Following the going concern restructuring approach under the
bespoke recovery analysis, above-average recoveries are expected
for bondholders in case of default. This reflects Moto's fairly
low earnings volatility, high market share compared with key
competitors and reasonable asset quality, given the location of
the MSAs across the strategic road network. This is reflected in
Fitch's assumptions by way of a moderate discount to the most
recent EBITDA (15%) and high distressed EV/EBITDA multiple of
7.5x relative to pure retail or gaming credits, which are subject
to structurally strong competition and other secular challenges
such as online channel investments etc.

KEY ASSUMPTIONS

Fitch's expectations are based on the agency's internally
produced, conservative rating case forecasts. They do not
represent the forecasts of rated issuers individually or in
aggregate. Key Fitch forecast assumptions include:

-- Revenue CAGR (excluding fuel) of 3% (2015-2018)

-- EBITDA margin (excluding fuel) remaining stable at 19% over
    the same period

-- Capex and dividend payouts as per management guidance

-- FFO adjusted gross leverage increasing towards 6.8x by end-
    2017 from 6.4x (end-2015), driven by capex drawdowns combined
    with slow earning growth

-- Liquidity remaining satisfactory throughout the rating
    horizon

RATING SENSITIVITIES

Future developments that could lead to positive rating actions
include:

-- Decline in FFO adjusted gross leverage to 6.0x or below on a
    sustained basis and

-- FFO fixed charge cover trending towards 2.0x

-- Positive and sustained free cash flow (FCF) generation
     supported by steady profitability

Future developments that could lead to negative rating actions
include:

-- Increase in FFO adjusted gross leverage above 7.0x on a
    sustained basis

-- FFO fixed charge cover sustained below 1.5x

-- Evidence of an increasingly aggressive financial policy

-- Adverse change in fuel contract terms such that cash margin
    flexibility is lost

LIQUIDITY AND DEBT STRUCTURE

The proposed capital structure includes senior secured bank debt
and a senior secured second lien high yield bond. Assuming the
planned refinancing is successful, Moto will face a manageable
refinancing risk with its bank debt and bond maturities extended
to 2020.

Liquidity remains adequate with strong FCF generation and access
to an RCF of GBP10m (expected to be undrawn at closing) and a
capex facility. The non-amortizing profile of the loans, coupled
with the bullet maturity of the planned bond, will help preserve
cash in the business. The main uses of cash are interest paid and
capex, given low inherent working capital movements. Dividend
distributions are expected to take place from 2016 onwards.
Factoring in the dividend payouts, Fitch estimates the company
would maintain good cash balances, although post-dividend FCF is
expected to turn negative through the forecast period.


THOMAS COOK: Fosun Partnership No Rating Impact, Fitch Says
-----------------------------------------------------------
Fitch Ratings says there is no impact on Thomas Cook plc's (TCG;
B/Stable) ratings from its strategic partnership with Fosun
International Limited (Fosun).

"We view the strategic partnership with Fosun as mildly credit
positive for TCG, given the immediate cash injection of GBP91.8
million strengthening the group's financial flexibility. While
the initial equity stake and absolute cash inflow are relatively
small, we believe there is a strategic rationale and enhanced
business opportunities over the medium term as the cooperation
between TCG and Fosun's travel and leisure businesses continues
to develop."

Over the rating horizon, we expect improved utilization of TCG's
distribution platform, better product offer and enhanced
geographical diversification of its customer base by tapping into
the fast-growing Chinese domestic and international tourism
market. This should underpin revenue and profitability growth in
the medium term.

"We continue to believe that despite a recent improvement in
trading and the established brand, conditions in the travel
industry remain intensely competitive across many markets and
will limit the momentum of TCG's turnaround plan. In this
context, the ongoing benefits from cost savings, greater online
penetration and the growth opportunities from the strategic
partnership with Fosun, translating into enhanced funds from
operations (FFO) and continuing positive free cash flow will be
key factors supporting positive rating action."

While TCG could use some of the new money to reduce its debt
burden, we do not expect any material deleveraging given its high
debt on balance sheet of GBP1.35 billion (even unadjusted by
operating leases) as of September 2014 -- increasing to over
GBP2 billion factoring at least GBP700 million for working
capital requirements intra-year.  "We continue to forecast group-
adjusted FFO gross leverage of around 6.0x at FYE15 (including
working-capital swings), higher than 5.0x considered a more
comfortable level compatible with a higher rating given the
inherent business risks."



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


* Moody's: Low Risk Expectations Aids Securitizations in Europe
---------------------------------------------------------------
Many securitizations in Spain, Italy, Portugal and Ireland have
benefited from an update to the country risk ceiling methodology,
says Moody's Investors Service in a sector comment.

Moody's report, titled "Risk Expectations on Senior ABS/RMBS
Notes Are Now Lower Reflecting Higher Country Ceiling," is
available.

"Our risk expectations for senior ABS and RMBS tranches with
assets located in these countries have improved," says Gaby
Trinkaus, a Moody's Assistant Vice President - Analyst and author
of the report. "This improvement was reflected by an uplift of
the maximum achievable ratings for the affected securitizations."

The rating agency observes that improvement in the underlying
collateral's performance will be supportive of ratings going
forward.  Moody's notes that 86% of the outstanding senior
tranches are now rated at single-A or higher.  At the same time,
risk expectations for junior and mezzanine notes have also
improved.

In Moody's country risk ceiling methodology update, on Jan. 20,
2015, Moody's announced a six-notch uplift between a government
bond rating and the country risk ceiling in Spain, Italy,
Portugal and Ireland.  Moody's also updated several structured
finance methodologies on Jan. 20, 2015, as part of which Moody's
removed the minimum portfolio CE for most EMEA markets.

While many ABS and RMBS transactions benefited from the
methodology updates, credit support ultimately remains a key
factor.  Low credit enhancement or counterparty risk exposure
still acts as a constraint for some transactions.

Senior tranches remain on review in 16% and 7% of Italian and
Spanish asset-backed securities, respectively, and 46% of Italian
residential mortgage-backed securities, in light of the increase
in the related country risk ceiling.


                            *********

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,
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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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