TCREUR_Public/150312.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

           Thursday, March 12, 2015, Vol. 16, No. 50

                            Headlines

A U S T R I A

CARINTHIA: Prepares for Potential Insolvency


A Z E R B A I J A N

UNIBANK: Fitch Affirms 'B' Long-Term Foreign Currency IDR


G E R M A N Y

GERMANY: Funds in Liquidation Selling Properties at 20% Discount
SAPPI PAPIER: Moody's Rates EUR450MM Secured Notes Due 2022 Ba2
ULTRASONIC AG: To File for Insolvency After Lender Talks Fail


I R E L A N D

ODESSA CLUB: Financial Woes Stem From Sherland Acquisition


I T A L Y

AGRI SECURITIES: S&P Affirms 'D' Rating on 2008 Class B Notes
ROTTAPHARM SPA: S&P Keeps 'BB-' CCR on CreditWatch Negative


L U X E M B O U R G

MILLICOM INT'L: Moody's Rates US$500MM Unsecured Notes 'Ba2'


N E T H E R L A N D S

CIMPRESS NV: Moody's Raises Corporate Family Rating to 'Ba2'
CIMPRESS NV: S&P Affirms 'BB-' CCR; Outlook Stable


S P A I N

E.ON GENERACION: S&P Assigns Prelim. 'B+' ICR; Outlook Stable
FTA UCI 14: Fitch Affirms 'BBsf' Rating on Class A Notes
IM SABADELL 2: S&P Raises Ratings on 2 Note Classes to 'BB+'
PESCANOVA SA: Finalizes Insolvency Process For 10 Units
TDA 31: S&P Lowers Rating on Class C Notes to 'CCC'


U K R A I N E

DELTA BANK: Major Owner Plans to Recapitalize Bank
DELTA BANK: MTS to Book Loss in Q4 Due to Bank's Insolvency


U N I T E D   K I N G D O M

A&T ACTIVE: Rescue Deal Saves Recruitment Jobs
GB GROUP: In Administration, Cuts 35 Jobs
GRAIGFELEN HALL: Saved as Deal is Struck with Community Council
GROSVENOR HOUSE: Guo Guangchang Mulls Buying Hotel
HYPERION INSURANCE: Moody's Affirms 'B2' Corporate Family Rating

HYPERION INSURANCE: S&P Affirms 'B' Rating; Outlook Stable
MTL GROUP: Creditors Facing GBP10 Million Shortfall
NEWDAY PARTNERSHIP 2015-1: Fitch Rates GBP5.5MM F Notes 'Bsf'
NEWDAY PARTNERSHIP 2015-1: S&P Assigns BB Rating to Class F Notes
TWENTY20 MEDIA: Forced Into Administration, Cuts Jobs


                            *********


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A U S T R I A
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CARINTHIA: Prepares for Potential Insolvency
--------------------------------------------
Alexander Weber and Boris Groendahl at Bloomberg News report that
Carinthia, the Austrian province on the hook for more than EUR10
billion (US$10.7 billion) of Heta Asset Resolution AG's debt,
asked the federal government for credit and started preparations
for potential insolvency.

The Carinthian government said in a statement on March 10 the
southern province of 556,000 is asking for continued funding
through the Austrian Treasury after a credit-rating cut by
Moody's Investors Service closed market access, Bloomberg
relates.  The statement said a group of government officials and
advisers will seek ways to keep provincial services functioning,
Bloomberg notes.

After Austria ruled out support for Heta, it is now on track to
force bondholders to share losses of the bank, Bloomberg states.
Using powers set out in European Union and Austrian bank laws
covering debt reorganization, the Finanzmarktaufsicht regulator
ordered a 15-month debt moratorium while it plans resolution of
Heta's EUR18 billion of assets, Bloomberg relays.

Carinthia's EUR10.2 billion of guarantees for Heta compare with
EUR2.36 billion of revenue it has budgeted for this year,
Bloomberg discloses.  They are a legacy from the period when
Carinthia owned Hypo Alpe before 2007, and have already declined
from a peak of about EUR25 billion in 2006, Bloomberg says.
Almost all of them expire by 2017, according to Bloomberg.



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A Z E R B A I J A N
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UNIBANK: Fitch Affirms 'B' Long-Term Foreign Currency IDR
---------------------------------------------------------
Fitch Ratings has affirmed the Long-term foreign currency Issuer
Default Ratings (IDRs) of Azerbaijan-based Unibank (Uni),
Demirbank (DB) and Express Bank (EB) at 'B' and Atabank (AB) at
'B-'.  The Outlooks on all four banks are Stable.  The agency has
also put the 'B-' Long-term IDRs of AGBank (AGB) and Bank
Technique (BT) on Rating Watch Negative (RWN).

KEY RATING DRIVERS: IDRs AND VIABILITY RATINGS (VRs)

The affirmations of Uni, DB, EB and AB reflect the so far only
moderate deterioration of the banks' credit profiles amid the
weakening operating environment driven by the sharp drop in oil
prices, and limited direct impact from the recent 34% local
currency devaluation due to moderate open short FX positions
and/or sufficient capital buffers to absorb the shock.

Fitch has revised the Outlooks on Uni and DB to Stable from
Positive, as the more challenging environment may exert pressure
on asset quality and profitability, especially considering
significant dollarization of balance sheets.  This will likely
offset recent improvements in franchise and pre-impairment
profitability, which have been particularly evident at Uni.

The RWN on BT and AGB reflects the risk of them breaching
regulatory capital ratios as a result of the currency devaluation
in February.  Both banks had sizable, largely unhedged, short
open balance-sheet foreign currency positions equaling 100% and
87%, respectively, of their equity at end-2014 and therefore
incurred considerable one-off currency revaluation losses of
around AZN21m (31% of end-2014 prudential equity) and AZN10m
(19%), respectively.  According to Fitch's calculations, both
banks' total regulatory ratios could have fallen below 8%
(compared to the regulatory minimum of 12%).

Uni's and DB's capital ratios of 16.5% and 15.9%, respectively,
at end-2014 could have declined by about up to 3pts as a result
of devaluation, but would have remained above the regulatory
minimum, according to Fitch's estimates.  The banks' short on-
balance sheet open foreign currency positions were below 25% of
equity as at devaluation date, so the direct impact from FX
losses was probably just over 1pt, while a close to 2pts decrease
could have resulted from inflation of risk-weighted assets, as
around 35% of the banks' total assets were in US dollars.

AB benefited from substantial long open balance-sheet foreign
currency position as at devaluation date offsetting the impact
from inflation of risk-weighted assets, while EB's open currency
position was negligible and balance sheet dollarization was
limited to only moderate 13%.  Consequently both banks' capital
positions (total ratios of 16.2% and 44.5%, respectively, at end-
2014) are likely to have proved more resilient.

Asset quality is reasonable at Uni (NPLs of 6.8%, 90% reserved)
and Demir (6.0%, 80%), although moderate deterioration is already
evident, and this may continue, given the high share of FX
lending (over 30% of total loans at both banks, including some in
unsecured retail books).  EB has better ratios (NPLs of 1.4%,
164% covered), but much higher borrower concentrations, including
the largest exposure (54.4% of Fitch core capital; FCC) to a
related party.  BT and AGB have weak asset quality with NPLs
(mostly legacy) of 27% and 30%, respectively, of total loans at
end-2014, while reserve coverage was only 37% and 41%.  Banks'
asset quality may deteriorate due to the weaker operating
environment and/or if banks increase dollar lending in response
to increasing dollarization of deposits.

Profitability is healthy at Uni (ROA of 4.6% in 2014) and EB
(5.3%), moderate at DB (1.3%) and AB (1.5%), and weak at AGB
(0.5%) and BT (0.5%), especially considering high shares of
accrued but not received interest at the latter four banks.  Some
further pressure on profitability is likely in the near term due
to an increase in deposit rates following moderate funding
outflows in February, and additional hedging costs, as deposits
have been converting into foreign currency.

Liquidity is very strong at EB (liquid assets equaled 55% of
liabilities at end-2014), supported to a significant extent by
related party funding, and acceptable at other banks (ratios of
around 8-19%), although in the case of BT it is contingent on the
stability of the Central Bank funding (around 15% of its
liabilities).  For Uni and DB, liquidity is also underpinned by
the quick turnover of their retail loan books.  All banks faced
moderate retail funding outflows (up to 4% of liabilities) in
late February; the situation seems to have stabilized in March,
but remains potentially vulnerable.  Refinancing risk is low due
to the moderate share of foreign funding other than that sourced
from international development institutions.

RATING SENSITIVITIES - ALL BANK'S IDRs AND VRs

The RWN on AGB and BT will be resolved depending on the banks'
reported capital positions following devaluation and any actions
taken to support the banks' solvency.  The banks could be
downgraded if their capital ratios remain deeply below regulatory
minimum levels and no or limited action is taken to restore their
solvency.  However, the ratings could be affirmed if shareholders
and/or government authorities provide sufficient capital support.

The ratings of all six banks could be downgraded if the worsening
of the operating environment results in significant asset quality
deterioration and/or a liquidity squeeze.  However, Fitch's base
case expectation is that these risks are already sufficiently
reflected in the banks' single 'B' category ratings.

Upside potential for the ratings is limited at present, given the
negative side of the credit cycle.  However, selective positive
rating actions are possible if capital and asset quality
positions demonstrate strong resilience to the deterioration of
the operating environment.  Upside rating potential is slightly
stronger at Uni, which in Fitch's view is somewhat better
positioned to weather the economic downturn.  However, an upgrade
would require an improvement of Uni's capital position and
extended track record of reasonable profitability and adequate
asset quality.

KEY RATING DRIVERS AND RATING SENSITIVITIES - SUPPORT RATINGS
(SRs) and SUPPORT RATING FLOORS (SRFs)

The SRFs of 'No Floor' and '5' Support Ratings for each of the
banks reflect their relatively limited scale of operations and
market share.  Although Fitch expects some regulatory forbearance
being available for these banks, in case of need, any
extraordinary direct capital support from the Azerbaijan
authorities cannot be relied upon, in the agency's view.  The
potential for support from banks' private shareholders is not
factored into the ratings.

The rating actions are:

Unibank:
Long-term foreign currency IDR: affirmed at 'B', Outlook revised
to Stable from Positive
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at No Floor

Demirbank:
Long-term foreign currency IDR: affirmed at 'B', Outlook revised
to Stable from Positive
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at No Floor

Expressbank:
Long-term IDR: affirmed at 'B', Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'

Atabank:
Long-term foreign currency IDR: affirmed at 'B-', Outlook Stable
Short-term foreign currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at No Floor

AGBank:
Long-term foreign currency IDR: 'B-', placed on RWN
Short-term foreign currency IDR: 'B', placed on RWN
Viability Rating: 'b-', placed on RWN
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Bank Technique:
Long-term foreign currency IDR: 'B-', placed on RWN
Short-term foreign currency IDR: 'B', placed on RWN
Viability Rating: 'b-', placed on RWN
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'



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G E R M A N Y
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GERMANY: Funds in Liquidation Selling Properties at 20% Discount
----------------------------------------------------------------
Dalia Fahmy at Bloomberg News reports that German mutual funds in
liquidation are taking a hit as they follow government orders to
sell properties.

Real estate assets sold last year for EUR3.3 billion (US$3.6
billion) were discounted by an average 20 percent, London-based
broker DTZ said in a statement, according to Bloomberg News.  The
biggest concessions were made in the Nordic region and central
and eastern Europe, DTZ said, the report relates.

The open-ended funds, managed by companies including
Skandinaviska Enskilda Banken AB and Credit Suisse Group AG, have
been forced to liquidate after failing to meet redemption
requests, Bloomberg News notes.  The credit crisis exposed a flaw
in their operation: while investors can take money out daily,
managers hold assets that usually take months to sell, Bloomberg
News relays.

"The biggest discounts were recorded for the most urgent
disposals from funds that were set to be liquidated in 2014,"
Magali Marton, head of Europe and Middle East research at DTZ,
said in the statement obtained by Bloomberg News.  "We also saw
some long-term liquidation in specific countries within southern
Europe, central and eastern Europe and Benelux," Mr. Marton
added.

Bloomberg News says that German open-ended funds have EUR81
billion of property assets globally, and almost EUR13 billion
must be sold by 2017, DTZ said.  Most of the 11.7 billion euros
of properties not yet sold are in Germany, Belgium, Netherlands,
Luxembourg and France, Bloomberg News adds.


SAPPI PAPIER: Moody's Rates EUR450MM Secured Notes Due 2022 Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
issuance of EUR450 million senior secured notes due in 2022 and
to the amended and restated EUR465 million Revolving Credit
Facility (RCF) maturing in 2020, both by Sappi Papier Holding
GmbH, a direct subsidiary of Sappi Limited ("Sappi").  The
group's Ba3 corporate family rating has been affirmed.  The
outlook on all ratings is stable.

The proceeds from the proposed bond issuance together with
drawings under the amended and restated RCF and cash on hand will
be used to redeem the outstanding equivalent of the existing
EUR250 million 2018 notes and USD300 million 2019 notes.  The
refinancing aims to reduce finance costs and extend the debt
maturity profile.

Sappi's Ba3 rating reflects operating profitability, which
remains under pressure from difficult market conditions,
particularly in Europe.  While Moody's expect that market
conditions will remain challenging for some time, incremental
profit from the group's Alfeld specialty paper conversion and its
two recent dissolving wood pulp projects should support a profit
improvement throughout 2015.  In this context, Sappi's key credit
metrics, including debt/EBITDA of 4.4x, had moved move back in
line with the requirements for the Ba3 rating as per December
2014.

In addition, the rating not only reflects the exposure to the
highly cyclical paper and forest products industry, but also the
challenges linked to the structural decline in demand that the
paper and forest products industry faces.  This decline obliges
Sappi to implement stringent capacity management and continuous
cost reduction measures to turn around profitability in its
European and South African (excl. dissolving wood pulp)
operations.  Sappi's cash flow generation and credit metrics
should benefit from reduced capex spending of below USD300
million in FY 2015, down from the peak level of USD552 million in
2013, which was driven by capacity additions in dissolving wood
pulp and thus contributed to negative free cash flow generation
in 2013.

Moody's note, however, Sappi's still fairly balanced business
profile and absolute scale, with revenues of USD5.9 billion in
the last twelve months ending December 2014, underpinned by
leading market positions in the high-quality publication paper
market for coated fine paper and solid geographic
diversification. Sappi's good vertical integration into forest,
pulp and energy is a further supportive factor of its business
profile, and has partially sheltered the company from market
price fluctuations of these main input cost factors relative to
its peers.  In addition, the rating benefits from Sappi's solid
liquidity profile, with USD329 million cash resources as of
December 2014 and access to approximately undrawn USD500 million
revolving credit facilities in South Africa and Europe, as well
as a fairly balanced debt maturity profile with the
securitization program in 2016 and the 2017 bonds as the next
significant maturities following the completion of the envisaged
refinancing exercise.

The stable rating outlook is based on our expectation of Sappi
maintaining and further improved its profitability in 2015 while
retaining credit metrics in line with the requirements for the
Ba3 rating, as indicated by EBITDA margins above 10% and RCF/debt
in the low teen percentages, despite expected continued
challenging industry fundamentals in Europe and South Africa.

Moody's consider Sappi's liquidity profile as solid, with current
sources sufficient to cover the next quarters' cash uses.  The
main cash sources are cash and cash equivalents of USD329 million
as per December 2014 and internal cash flow generation, with
reported funds from operations during the last 12 months ending
December 2014 amounting to USD439 million.  In addition, Sappi
will have access to approximately USD500 million unused revolving
credit facilities in South Africa and Europe, including the
increased EUR465 million but initially drawn revolver in Europe
maturing in 2020.  While part of the group's non-South African
bank debt, the securitization borrowings and the RCF all contain
financial covenants, headroom should remain sufficient.

Upward rating pressure could occur if Sappi improves its credit
metrics, reflected in RCF/debt above 15% (14.7% as per LTM
December 2014) and EBITDA margins above 12% (11.4% as per LTM
December 2014), as well as positive free cash flow generation.
In addition, Moody's would expect to see an improvement in
Sappi's interest coverage, reflected by an EBIT/interest expense
ratio approaching 2.0x (1.6x adjusted as per LTM December 2014),
before considering a rating upgrade.

The ratings could experience downward pressure over the coming
quarters in case of material weakening of profitability, or the
inability to sustain current credit metrics, reflected in EBITDA
margins remaining at single digits in percentage terms, RCF/debt
falling towards the single digits, or (EBITDA-capex)/interest
expense continuing below 1.0x.  In addition, the rating could
come under pressure in case Sappi makes sizable debt-funded
acquisitions or pays out material amounts of cash to
shareholders.

Assignments:

Issuer: Sappi Papier Holding GmbH

  -- Senior Secured Bank Credit Facility, Assigned Ba2,
     LGD3, 39%

  -- Senior Secured Regular Bond/Debenture, Assigned Ba2,
     LGD3, 39%

Outlook Actions:

Issuer: Sappi Limited

  -- Outlook, Remains Stable

Issuer: Sappi Papier Holding GmbH

  -- Outlook, Remains Stable

Affirmations:

Issuer: Sappi Limited

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Corporate Family Rating, Affirmed Ba3

  -- Corporate Family Rating, Affirmed Ba3

Issuer: Sappi Papier Holding GmbH

  -- Senior Secured Regular Bond/Debenture Apr 15, 2021, Affirmed
     Ba2, LGD3, 39% from LGD3, 34%

  -- Senior Secured Regular Bond/Debenture Jul 15, 2017, Affirmed
     Ba2, LGD3, 39% from LGD3, 34%

  -- Senior Unsecured Regular Bond/Debenture Jun 15, 2032,
     Affirmed B2, LGD6, 94% from LGD6, 93%

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

Sappi Limited, with its head offices in Johannesburg, South
Africa and reported group sales of USD5.9 billion in the last
twelve months ending December 2014, is a leading global producer
of coated fine paper and dissolving wood pulp.  The company has
operations across Europe, Southern Africa and North America.


ULTRASONIC AG: To File for Insolvency After Lender Talks Fail
--------------------------------------------------------------
Kirsti Knolle at Reuters reports that Ultrasonic AG on March 10
said negotiations with its lending banks have failed and that in
consequence, the management board was forced to file for
insolvency.

According to Reuters, Frankfurt-listed Ultrasonic said in
September its top executives and most of its cash reserves in
China and Hong Kong had disappeared.

Ultrasonic AG is a Germany-listed Chinese shoemaker.



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ODESSA CLUB: Financial Woes Stem From Sherland Acquisition
----------------------------------------------------------
Ray Managh at Irish Examiner reports that Judge Jacqueline
Linnane on March 10 said the financial problems for Odessa Club
and Restaurant Ltd. stemmed from its directors acquiring a
company that had extensive debts, of which they were unaware.

"The whole problem stems from Mr. Eoin Foyle acquiring Sherland
Entertainment, of which he was a director at the time," Irish
Examiner quotes the judge as saying in the Circuit Civil Court.
"Sherland had not kept proper books of account and, basically,
Mr. Foyle was acquiring their liabilities, not knowing what those
liabilities were."

Ross Gorman, counsel for Odessa, which was granted court
protection from its creditors through the appointment of an
examiner, on March 10, said Mr. Foyle accepted blame for the
acquisition of Sherland, which operated a number of companies,
Irish Examiner relates.

Eithne Corry, counsel for interim examiner Joseph Walsh --
joseph.walsh@hughesblake.ie -- of Hughes Blake accountants, told
the court that since his appointment a fortnight ago, there had
been 15 unprompted expressions of interest in investing in the
troubled company, Irish Examiner relays.

Ms. Corry, as cited by Irish Examiner, said the restaurant had
entered a new licensing agreement and plans for the profitable
restructuring of the company looked promising.

According to Irish Examiner, Judge Linnane said evidence
suggested the company had a reasonable prospect of survival and
confirmed the appointment of Mr. Walsh as examiner and extended
the period of protection on the basis of undertakings given to
the court.

Odessa Club and Restaurant Ltd. is based in Dublin.



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AGRI SECURITIES: S&P Affirms 'D' Rating on 2008 Class B Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Agri Securities S.r.l.'s series 2008 class A and B notes.

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

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

The affirmations follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received
dated January 2015.  S&P's analysis reflects the application of
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.

S&P's RAS criteria designate the country risk sensitivity for
asset-backed securities (ABS) as 'moderate'.  Under S&P's 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, S&P 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.

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

"We have analyzed credit risk under our European consumer finance
criteria, using the transaction's historical gross loss and
recovery data.  As of the January 2015 payment date, cumulative
defaults since the beginning of the amortization period totaled
15.1% of the initial pool size, which is higher than our
expectations in our Oct. 1, 2012 review.  Recovery levels as of
the January 2015 payment date are in line with our expectations
in October 2012.  Based on the transaction's performance, we have
revised our base-case gross loss assumption to 20.8% from 16.0%.
Our recovery base-case assumption remains unchanged at 15.0%.
These revised base cases incorporate our forecasts for the
Italian economy, which, in our view, should not be detrimental to
the transaction's performance," S&P said.

"Our ratings reflect our assessment of the transaction's payment
structure.  The transaction features an interest deferral trigger
for the class B notes, based on the cumulative net defaults
ratio. This trigger was breached in March 2013, and as a
consequence the transaction stopped paying interest on the class
B notes.  This mechanism now benefits the class A notes as more
interest collections are available to pay down the class A
notes," S&P added.

Due to deleveraging, the available credit enhancement for the
class A notes has increased to 73.3% from 40.0% since S&P's
October 2012 review.  The cash reserve has reached its floor and
is at its required level of EUR5 million.

S&P considers that the available credit enhancement for the class
A notes is commensurate with the currently assigned rating.  S&P
has therefore affirmed its 'AA- (sf)' rating on the class A
notes.

S&P has affirmed its 'D (sf)' rating on the class B notes
following the March 2013 interest deferral trigger breach.

S&P's operational and legal risk analysis is unchanged since
closing.  In S&P's view, the transaction's replacement and
posting mechanisms adequately mitigate the counterparty risks
that the notes are exposed to.  The transaction is exposed to
Deutsche Bank AG as bank account provider.

Agri Securities is an Italian ABS transaction, which closed in
July 2008.  Banca Agrileasing (today Iccrea BancaImpresa)
originated the pool, which comprises lease receivables generated
from auto, industrial vehicle, equipment, and real estate lease
contracts.

RATINGS LIST

Class       Rating

Agri Securities S.r.l.
EUR1.014 Billion Asset-Backed Floating-Rate Notes and
Unrated Notes Series 2008

Ratings Affirmed

A           AA- (sf)
B           D (sf)


ROTTAPHARM SPA: S&P Keeps 'BB-' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Rating Services kept its 'BB-' long-term
corporate rating on the Italian pharmaceuticals group Rottapharm
on CreditWatch, where it was placed on Aug. 8, 2014.

S&P's 'BB-' issue rating on the EUR400 million senior unsecured
notes due 2019 issued by Rottapharm Ltd., a subsidiary of
Rottapharm, also remains on CreditWatch with negative
implications.  The recovery rating is 4, indicating S&P's
expectations of recovery in the 30%-50% range in the event of a
payment default or bankruptcy.  S&P's recovery expectations are
in the lower half of the 30%-50% range.

S&P has withdrawn all its ratings on Rottapharm at the request of
Rottapharm's new parent company, Meda.

S&P is maintaining its ratings on CreditWatch with negative
implications because S&P still has limited visibility on the
credit profile of the new group.

The rating withdrawal follows Meda's announcement to bondholders
on March 6, 2015, that it was exercising its optional redemption
rights.  S&P understands that Rottapharm's EUR400 million 6.125%
senior notes will therefore be reimbursed ahead of their 2019
maturity.

The original CreditWatch placement followed the announced
takeover bid for Rottapharm by Swedish health care group Meda AB.
Although Meda announced the completion of the transaction on
Oct. 10, 2014, S&P still lacks visibility on the combined group's
credit profile.



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MILLICOM INT'L: Moody's Rates US$500MM Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Millicom
International Cellular, S.A.'s up to US$500 million unguaranteed
senior unsecured notes and changed the outlook to stable from
negative.  At the same time, Moody's affirmed Millicom's Ba1
corporate family rating.  The notes will be pari passu with all
other senior unsecured debt of Millicom.  Funds will be used
primarily to refinance debt at the operating level as well as for
general corporate purposes.  The change in outlook reflects
Moody's expectation for ongoing operating stability following the
recent integration of UNE as part of Millicom's Colombia-based
subsidiary.  At the same time, the proposed notes due in 2025
will enhance Millicom's debt profile.

Assignments:

Issuer: Millicom International Cellular S.A.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2

Outlook Actions:

Issuer: Millicom International Cellular S.A.

  -- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Millicom International Cellular S.A.

  -- Probability of Default Rating, Affirmed Ba1-PD

  -- Corporate Family Rating, Affirmed Ba1

  -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

The merger of UNE and Tigo in Colombia will increase the
company's scale and consolidated cash flow, promoting higher
revenue growth and EBITDA generation.  Although EBITDA margins
will remain pressured through 2016, profitability is expected to
stabilize within the rating category while enduring industry-wide
challenges.  Also, Moody's estimates adjusted gross leverage to
continue to decline to around 2 times by year end 2015, despite a
recent increase following the longer-than-expected delay in
integrating EBITDA from UNE.

The Ba2 rating on the proposed notes incorporates structural
subordination to debt at the operating level since the
transaction will be issued at the holding company level and will
not benefit from upstream guarantees from subsidiaries.  Although
the proposed issuance slightly diminishes existing structural
subordination, pro-forma, around 40% of consolidated debt will be
at the holdco level and the remaining 60% still at operating
subsidiaries.

Millicom's Ba1 Corporate Family rating reflects strong operating
performance, solid market shares in key geographies, and a
multiregional balance of profits and cash flow generation.  The
rating also incorporates operating and regulatory risks in the
countries where Millicom operates, the global impact of maturing
voice business and commoditization trends, and the company's
active shareholder remuneration history in the form of
extraordinary dividends and share buybacks.

The stable rating outlook reflects ongoing steady revenue growth
and EBITDA generation despite regional and industry-specific
operating challenges while considering the full and successful
integration of UNE into the company's Colombian operations.  The
outlook also assumes that the company's leverage, as measured by
adjusted gross debt to EBITDA, will continue to decline to around
2.0 times by year end 2015.

Positive pressure on the rating could develop if the company's
gross debt leverage remains well below 2 times on an ongoing
basis, its free cash flow remains positive, around 10% adjusted
FCF/gross debt, and if the group sustains a strong liquidity
position.  An upgrade would also be dependent on an improvement
in the balance of risk across the countries in which Millicom
operates and would require the group to maintain its strong
market positions, a good level of geographical diversification of
cash flows, the continued ability to repatriate dividends from
its subsidiaries and conservative financial policies.

Downward pressure on the ratings could develop if liquidity
deteriorates or as a result of an elevated gross debt leverage
surpassing 2.5 times, higher than anticipated shareholder
remuneration, or a material debt-funded acquisition before 2017.
The ratings could also be downgraded if Millicom increases its
exposure to riskier countries, or in case of increased sovereign
risk in any of the countries in which it currently operates.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.

Millicom is a global telecommunications operator focused on
emerging markets with cellular operations and licenses in 12
countries in Latin America and Africa with over 56 million mobile
subscribers.  The company derives around 85% of revenues from its
Central and South America operations in El Salvador, Guatemala,
Honduras, Colombia, Bolivia and Paraguay.  In Africa, Millicom
operates in Chad, Tanzania, Democratic Republic of Congo, Rwanda,
Senegal, and Ghana.  The company also offers cable and satellite
TV services in Central and South America.  During the last twelve
months ended Dec. 31, 2014, revenues reached US$6,386 million.
Millicom is incorporated in Luxembourg and publicly listed on the
Stockholm Stock Exchange.



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


CIMPRESS NV: Moody's Raises Corporate Family Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service rated Cimpress N.V.'s (Cimpress,
formerly Vistaprint N.V.) new senior unsecured notes issue Ba3.
Proceeds from the notes issue repay indebtedness outstanding
under the company's unsecured line of credit and indebtedness
outstanding under a revolving facility, with the balance being
for general corporate purposes.  As part of the same rating
action, Cimpress' corporate family rating and probability of
default ratings were upgraded to Ba2 and Ba2-PD from Ba3 and Ba3-
PD, respectively, and the company's bank credit facility was
upgraded to Ba1 from Ba2.  Cimpress' speculative grade liquidity
rating was also raised, to SGL-1, indicating very good liquidity,
from SGL-2, indicating good liquidity. The rating outlook is
stable.

The rating actions were prompted by Moody's expectation that
ongoing operating and financial trends would be sustained.  This
includes leverage of debt-to-EBITDA remaining at approximately 2x
and free cash flow to debt remaining well in excess of 10%.

Issuer: Cimpress N.V.

  -- Senior Unsecured Notes: Assigned Ba3 (LGD5)

  -- Corporate Family Rating: Upgraded to Ba2 from Ba3

  -- Probability of Default Rating: Upgraded to Ba2-PD from
     Ba3-PD

  -- Speculative Grade Liquidity Rating: Raised to SGL-1 from
     SGL-2

  -- Secured Credit Facility: Upgraded to Ba1 (LGD3) from
     Ba2 (LGD3)

  -- Outlook: Maintained at Stable

The rating presumes that the final structure and documentation of
the transaction conforms with preliminary information provided to
Moody's.

Cimpress's Ba2 corporate family rating is based primarily on the
company's solid growth prospects stemming from its unique on-line
order entry, design and manufacturing scheduling capabilities,
and the significant size of its micro business target market, and
moderate debt-to-EBITDA leverage anticipated to be between
1.75x -- 2.25x.  The rating is constrained by a lack of forward
visibility of activity levels, execution risks stemming from its
acquisition-driven growth strategy, and risks that demand for key
print products will decline.

The outlook is stable because Moody's expect Cimpress to grow and
operate with modest leverage of between 1.75x and 2.25x.

Positive ratings pressure would develop if Moody's were to
expect:

  - Debt-to-EBITDA of less than 1.75x on a sustained basis

Together with:

  - Solid operating fundamentals, a positive business
    environment, improved revenue diversification and,

  - Free cash flow to debt above 10%

Downward ratings pressure would develop if Moody's were to
expect:

  - Debt-to-EBITDA leverage to be sustained at or above 2.5x

  - Free cash flow to debt to be sustained at or below 5%

  - Should margins contract or organic revenue growth stagnate.

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.

Headquartered in the Netherlands and with executive offices in
Paris, France and Lexington, Massachusetts, Cimpress N.V.
(Cimpress, formerly Cimpress N.V.) is a provider of customized
marketing products and services to micro businesses worldwide.
Physical printed products and other services (business cards,
apparel, signage, etc.) are expected to account for some 95% of
total revenue while the remainder is generated through digital
products and services (website hosting, online marketing,
creative service, etc.).  Approximately 47% of revenues are
expected to be generated in North America, with 47% in Europe,
and the 6% balance in various locations.


CIMPRESS NV: S&P Affirms 'BB-' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-
' corporate credit rating on Venlo, Netherlands-based Cimpress
N.V. The rating outlook is stable.

At the same time, S&P affirmed its 'BB' issue-level rating on
Cimpress' senior secured credit facility, which consists of a
US$690 million revolving credit facility and a US$160 million
term loan A. The '2' recovery rating remains unchanged,
indicating S&P's expectation for substantial recovery (70%-90%;
high end of the range) of principal in the event of a payment
default.

S&P also assigned its 'B' issue-level rating and '6' recovery
rating to the company's proposed US$275 million senior unsecured
notes.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0%-10%) of principal in the event of a
payment default.

S&P's corporate credit rating on Cimpress reflects the company's
niche market position as an e-commerce provider of small order,
customized paper, and nonpaper marketing materials; its stable
EBITDA margin; its good free operating cash flow generation; and
our expectation that leverage will remain below 4x despite the
company's interest in acquisitions going forward.

"The stable outlook reflects our expectation that the company
will continue to achieve stable EBITDA margins and organic
revenue growth, supported by the revenue and EBITDA contributions
from acquisitions, and that its leverage will remain below 4x,"
said Standard & Poor's credit analyst Thomas Hartman.

S&P could raise the rating if it become convinced that the
company's acquisitions positively affect the business risk
profile, expanding its digital marketing services, increasing its
penetration of developing markets, and increasing its EBITDA
margin.  An upgrade would also depend on the company continuing
to grow organically while increasing unique customer spending
each year.

S&P could lower the rating if it become convinced that the
company's brand repositioning efforts result in stalled revenue
for a prolonged period, if the company's acquisitions increase
leverage above 4x, or if it shifts its capital allocation
strategy and undertakes significant dividends or share
repurchases.



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


E.ON GENERACION: S&P Assigns Prelim. 'B+' ICR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term issuer credit rating to Spanish power utility E.ON
Generacion SLU (Genco).  The outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue rating
and preliminary '3' recovery rating to the group's proposed
senior secured EUR80 million revolving credit facility (RCF) and
EUR275 million loan.

The preliminary rating on Genco reflects S&P's assessment of its
business risk profile as "weak" and its financial risk profile as
"aggressive," based on S&P's criteria.

In S&P's preliminary rating, it also assumes that the acquisition
of E.On Espana, including Genco, by an entity owned and
indirectly managed by Macquarie and Wren House through their
respective investment vehicles, and Genco's proposed financing
will close at the end of March 2015.  S&P then anticipates there
will be no link between E.On SE and Genco thereafter.  In
addition, S&P's preliminary rating reflects its assessment of
Genco's stand-alone credit profile and does not incorporate any
support from E.On Espana or its new shareholders.

The weak business risk profile reflects the group's limited size,
with low market shares; its asset concentration and related risks
of unplanned outages (with heavy reliance on two plants,
accounting for about 80% of EBITDA generation); its exposure to
the challenging and oversupplied Spanish power generation market,
and the average-to-weak positioning of its asset portfolio.  S&P
also factors in earnings volatility stemming from the group's
inherent exposure to commodity prices and, to a lesser extent,
hydrology risks, along with its full exposure to merchant
activities.  In addition, the group has aging coal generation
plants, notably in Puente Nuevo.

Mitigating these risks are the positive positioning and track
record of Genco's hydro generation portfolio, the favorable
positioning of the Los Barrios coal plant, the group's prudent
hedging policy, and its balanced and diversified portfolio by
fuel mix that provides some hedging against fluctuating commodity
prices.  S&P also considers that the high level of coal
inventories and pending receivables from both customers and the
Spanish power regulator will support the group's cash flows in
the next two to three years.  Furthermore, S&P factors in Genco's
ability to source significant cash flow streams from ancillary
services paid by the grid operator, which could partly mitigate
earnings swings.  At this stage, S&P do not factor any reduction
in the ancillary services income received by the group into S&P's
base case, but it believes that a review of such regulatory
distribution could impair the group's cash flow profile.

The aggressive financial risk profile incorporates Genco's high
debt, due to the significant size of the proposed shareholder
loan, which S&P considers as debt.  S&P also adjusts group debt
for pensions and asset retirement obligations.  This results in a
Standard & Poor's adjusted debt-to-EBITDA ratio above 7x
(slightly above 3x excluding the shareholder loan).  However, the
cash flow metrics, and notably cash interest cover metrics,
remain compatible with an aggressive financial risk profile.  S&P
notes that the loan documentation prevents any shareholder
distribution over the next two years.  S&P also takes into
account Genco's positive free cash flow generation, and S&P's
anticipation of working capital inflows from decreasing coal
inventories, which will support debt reduction.

S&P acknowledges the shareholders' investment policy to have a
long-term investment period on generation assets and to maintain
relatively low leverage (debt to EBITDA before adjustments).
However, S&P views investment in these generation assets as
atypical for an infrastructure fund.  S&P considers that a track
record is lacking to fully evaluate the group's investment
strategy.

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

   -- Flat-to-low economic growth in Spain, resulting in
      generally stagnant electricity demand;

   -- Decreasing load factors for Genco's two coal plants as a
      result of environmental restrictions and planned outages;

   -- Combined cycle plants not being called to operate, but
      receiving capacity payments covering fixed costs;

   -- Payment of receivables from the Spanish regulator, CNMC,
      mainly for coal subsidies, totaling EUR68 million; and

   -- About EUR70 million of capital expenditures in 2015,
      including EUR32 million to decommission non-profitable
      plants.

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

   -- Adjusted debt to EBITDA exceeding 7x, including EUR411
      million of shareholder loans (more than 3x excluding these
      loans);

   -- Adjusted funds from operations (FFO) to debt of about 10%;
      and

   -- FFO cash interest coverage of more than 4x.

S&P bases its analysis on the information provided by Genco's
shareholders, which includes detailed due diligence reports on
operating performance for each power plant, but limited historic
pro forma audited information on the restricted group.

The stable outlook on Genco reflects S&P's view of the group's
ability to generate robust free cash flows in the coming two
years, despite planned outages to upgrade its coal plants, and
its maintenance of FFO cash interest coverage above 4x.

Ratings upside is unlikely at this stage, given S&P's opinion of
the business risk profile as weak.  The group lacks a track
record of successful operations under its new operating and
ownership structure.

S&P could lower the rating if Genco's credit metrics weaken
significantly, for example, as a result of potential operational
difficulties at one of its key plants, adverse regulatory reforms
affecting the payment of ancillary services, or a collapse in
dark green spreads (the difference between the power price and
the prices of coal and carbon), combined with the still-weak
environment for combined cycle plants.


FTA UCI 14: Fitch Affirms 'BBsf' Rating on Class A Notes
--------------------------------------------------------
Fitch Ratings has downgraded two and affirmed 14 tranches of four
FTA UCI transactions, a series of Spanish RMBS originated and
serviced by the specialist lender Union de Creditos Immobiliarios
(not rated).

KEY RATING DRIVERS

Increasing Mortgage Renegotiations

Since 2009 the servicer has actively managed borrowers facing
financial hardship through loan renegotiations, which currently
constitute a large proportion of the underlying portfolios.  The
renegotiations allow reducing the current installment for a
certain period of time set on a case-by-case basis.  Fitch
observes that, over the transaction's life, renegotiations have
been applied to between 46.5% (UCI 15) and 53.7% (UCI 17) of the
current pool.  To date, the proportion of loans currently under
reduced installment represent between 31% (UCI 14) and 36.7% (UCI
17) of the current pool, compared to a range between 27.5% (UCI
14) and 32.75% (UCI 17) 12 months ago.

In its analysis Fitch has assigned more conservative assumptions
to modified loans since historically these mortgages have shown a
higher roll-through-default rate.  The analysis showed that
despite the additional stresses applied the current credit
enhancement available to UCI 14 and 15 was sufficient to
withstand such stresses.  In contrast, for UCI 16 and 17, the
combination of the additional stresses, general underperformance
of the portfolios and insufficient credit enhancement led to the
downgrades of the senior notes.

Weak Asset Performance

The increased renegotiations have helped borrowers to exit the
late stage arrears status and revert to performing or early stage
arrears, while the flow of new defaults has been continuous.
The interaction of these factors has led to a drop in the
pipeline of late stage arrears (loans with at least three monthly
installments overdue), currently reported between 7.3% (UCI 14)
and 8.9% (UCI 17) of the current pool.  Fitch notes the portfolio
deterioration has been more pronounced in UCI 16 and 17, where
the available excess spread, despite healthy, has been
insufficient to provision the large volume of defaulted claims.
This has led to a higher volume of un-provisioned defaults (PDL),
respectively 4.8% and 6.1% of the current note balance in UCI 16
and 17.

Fitch expects that the portfolio deterioration will continue and
be particularly pronounced in UCI 16 and 17.  These transactions
are likely to experience increasing PDLs and dropping credit
support, as factored in the downgrading of the senior notes
respectively to 'Bsf' and 'CCCsf'.  Meanwhile, current credit
support in UCI 14 and 15 is deemed sufficient to withstand
current rating and, as a result, notes have been affirmed with
Stable Outlooks on the senior tranches.

RATING SENSITIVITIES

Portfolio deterioration and consequent reduction in available
excess spread and/or a larger volume of loans renegotiations
beyond Fitch's stresses would trigger negative rating actions.

The rating actions are:

Fondo de Titulizacion de Activos UCI 14:

Class A (ISIN ES0338341003) affirmed at 'BBsf'; Outlook revised
  to Stable from Negative
Class B (ISIN ES0338341011) affirmed at 'Bsf'; Outlook Negative
Class C (ISIN ES0338341029) affirmed at 'CCCsf'; Recovery
  Estimate of 0%

Fondo de Titulizacion de Activos UCI 15:

Class A (ISIN ES0380957003) affirmed at 'BBsf'; Outlook revised
  to Stable from Negative
Class B (ISIN ES0380957011) affirmed at 'Bsf'; Outlook Negative
Class C (ISIN ES0380957029) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0380957037) affirmed at 'CCsf'; Recovery
  Estimate of 0%

Fondo de Titulizacion de Activos UCI 16:

Class A2 (ISIN ES0338186010) downgraded to 'Bsf' 'BB-sf';
  Outlook Negative
Class B (ISIN ES0338186028) affirmed at 'CCCsf'; Recovery
  Estimate of 0%
Class C (ISIN ES0338186036) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0338186044) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class E (ISIN ES0338186051) affirmed at 'Csf'; Recovery Estimate
  of 0%

Fondo de Titulizacion de Activos UCI 17:

Class A2 (ISIN ES0337985016) downgraded to 'CCCsf' from 'Bsf';
  Recovery Estimate of 95%
Class B (ISIN ES0337985024) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class C (ISIN ES0337985032) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0337985040) affirmed at 'Csf'; Recovery Estimate
  of 0%


IM SABADELL 2: S&P Raises Ratings on 2 Note Classes to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
IM Sabadell RMBS 2, Fondo de Titulizacion de Activos' class A
notes. At the same time, S&P has raised its ratings on the class
B and C notes.

Upon publishing S&P's updated criteria for Spanish 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 as
of March 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.

S&P's RAS criteria designate the country risk sensitivity for
RMBS as 'moderate'.  Under S&P's 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.

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

The interest rate swap transaction documents are not in line with
S&P's current counterparty criteria.  The swap counterparty
(Banco de Sabadell S.A. [BB+/Negative/B]) is also no longer an
eligible swap counterparty under the swap agreement, but has not
replaced itself, and is therefore in breach of the agreement.
Consequently, S&P caps its ratings on all classes of notes in the
transaction at the swap counterparty's 'BB+' long-term issuer
credit rating, unless higher ratings are possible without giving
benefit to the swap agreement.

The class B and C notes feature interest deferral triggers, which
are based on cumulative defaults as a proportion of the original
collateral balance.  Cumulative defaults currently represent 1.8%
of the original collateral balance, compared with trigger levels
of 6.0% and 4.0% for the class B and C notes, respectively.
Therefore, the triggers have not been breached, and S&P don't
expect them to be breached in the near term.

Credit enhancement has increased to 8.1% for the class A notes,
from 3.7% at closing in June 2008.  Credit enhancement for the
class B and C notes has also increased.

  Class         Available Credit
                 Enhancement (%)
    A                8.1
    B                5.5
    C                3.1

This transaction features an amortizing reserve fund, which
currently represents 3.1% of the outstanding balance of the
mortgage assets.  The cash reserve is at its target amount.

Severe delinquencies of more than 90 days at 0.3% are on average
lower for this transaction than our Spanish RMBS index.  Defaults
are defined as mortgage loans in arrears for more than 12 months
in this transaction.  Cumulative defaults, at 1.8%, are also
lower than in other Spanish RMBS transactions that S&P rates.
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 a decrease in the weighted-average
foreclosure frequency (WAFF) and an increase in the weighted-
average loss severity (WALS) for each rating
level.

  Rating level         WAFF (%)    WALS (%)
    AAA                 11.8        18.5
    AA                   8.9        14.8
    A                    7.3         9.1
    BBB                  5.3         6.5
    BB                   3.5         4.9
    B                    2.8         3.6

The decrease in the WAFF is mainly due to the increased pool
seasoning and lower arrears.  The increase in the WALS is mainly
due to the application of S&P's revised market value decline
assumptions.  The overall effect is an increase in the required
credit coverage for each rating level.

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 S&P's RMBS criteria.  In this
transaction, the rating on the class A notes is constrained by
the rating on the sovereign.

The class A notes have sufficient credit enhancement to withstand
the stresses commensurate with a 'A' rating level under S&P's
RMBS criteria, without giving benefit to the interest rate swap.
However, these notes cannot withstand the severe stress under
S&P's RAS criteria, and are consequently ineligible for a rating
uplift above the sovereign.  S&P has therefore lowered to 'BBB
(sf)' from 'A- (sf)' its rating on the class A notes.

The class B notes only have sufficient credit enhancement to
withstand S&P's RMBS stresses at the 'B' rating level, if S&P
gives no benefit to the swap.  If S&P gives benefit to the swap,
the class B notes can withstand its RMBS stresses at the 'AA-'
rating level.  However, swap counterparty risk limits the rating
on the notes to 'BB+ (sf)'.  S&P has therefore raised to 'BB+
(sf)' from 'BB (sf)' its rating on the class B notes.

The class C notes don't pass S&P's RMBS stresses at any rating
level, if S&P don't give benefit to the swap.  If S&P gives
benefit to the swap, the class B notes can withstand S&P's RMBS
stresses at the 'BB+' rating level.  S&P has therefore raised to
'BB+ (sf)' from 'BB (sf)' its rating on the class C notes.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one-year and three-year
horizons.  This did not result in S&P's rating deteriorating
below the maximum projected deterioration that it would associate
with each relevant rating level, as outlined in S&P's credit
stability criteria.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, 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 house prices levelling off in 2015.

On the back of improving but still depressed macroeconomic
conditions, S&P don't expect the performance of the transactions
in its Spanish RMBS index to 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.

IM Sabadell RMBS 2 is a Spanish RMBS transaction, which closed in
June 2008.  IM Sabadell RMBS 2 securitizes a pool of first-
ranking mortgage loans that Banco de Sabadell S.A. originated.

RATINGS LIST

Class       Rating            Rating
            To                From

IM Sabadell RMBS 2, Fondo de Titulizacion de Activos
EUR1.4 Billion Residential Mortgage-Backed Floating-Rate Notes

Rating Lowered

A           BBB (sf)          A- (sf)

Ratings Raised

B           BB+ (sf)          BB (sf)
C           BB+ (sf)          BB (sf)


PESCANOVA SA: Finalizes Insolvency Process For 10 Units
-------------------------------------------------------
Reuters reports that Pescanova SA said the court finalizes common
phase of insolvency proceedings for its 10 units: Ajamar Septima,
S.A., Pescanova Alimentacion, S.A.; Frigodis, S.A.; Frivipesca
Chapela, S.A.; Fricatamar, S.L.U.; Pescafresca, S.A.; Pescafina
Bacalao, S.A.; Insuina, S.L.U.; Frinova, S.A Y Novapesca Trading,
S.L.

Pescanova said creditors will meet between May 21 and May 24 to
seek agreement, adds Reuters.

Pescanova SA is a Galicia-based fishing company.  The company
catches, processes, and packages fish on factory ships.  It is
one of the world's largest fishing groups.

Pescanova filed for insolvency on April 15, 2013, on at least
EUR1.5 billion (US$2 billion) of debt run up to fuel expansion
before economic crisis hit its earnings.  The Pontevedra
mercantile court in northwestern Galicia accepted Pescanova's
insolvency petition on April 25.  The court ordered the board of
directors to step down and proposed Deloitte as the firm's
administrator.


TDA 31: S&P Lowers Rating on Class C Notes to 'CCC'
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB (sf)' credit
rating on TDA 31, Fondo de Titulizacion de Activos' class B
notes. At the same time, S&P has kept on CreditWatch negative its
'AA (sf)' rating on the class A notes and lowered to 'CCC (sf)'
from 'BB- (sf)' its rating on the class C notes.

Upon publishing S&P's updated criteria for Spanish 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 as
of January 2015.  S&P's analysis reflects the application of its
RMBS criteria, its RAS criteria, and its current counterparty
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.

S&P's RAS criteria designate the country risk sensitivity for
RMBS as "moderate".  Under S&P's 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, S&P 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.

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

The interest rate swap transaction documents are not in line with
S&P's current counterparty criteria.  Therefore, S&P caps its
ratings on all classes of notes in the transaction at its long-
term issuer credit rating on the swap counterparty (HSBC Bank PLC
[AA-/Watch Neg/A-1+]) plus one notch, unless higher ratings are
possible without giving benefit to the swap agreement.  S&P's 'AA
(sf)' rating on the class A notes remains on CreditWatch negative
to reflect its CreditWatch negative placement of its ratings on
HSBC Bank.

The class B and C notes feature interest deferral triggers, which
are based on cumulative gross defaults as a proportion of the
original collateral balance.  Cumulative defaults currently
represent 6.2% of the original collateral balance, compared with
trigger levels of 10% for the class B notes, and 7% for the class
C notes.  Therefore, if defaults continue to accumulate at their
current rate, the class C notes' trigger could be breached within
the next 12 months, in S&P's opinion.

Credit enhancement for the class A notes has increased to 16.5%,
from 11.9% at our Dec. 5, 2012 review, due to sequential
amortization.  Credit enhancement for the class B and C notes has
also increased over the same period.

  Class         Available credit
                 enhancement (%)
    A                16.5
    B                12.3
    C                 2.8

This transaction features an amortizing reserve fund, which
currently represents 2.9% of the outstanding balance of the
mortgage assets.  As of February 2015, the cash reserve was at
its target amount.

Severe delinquencies of more than 90 days at 1.3% are on average
lower for this transaction than S&P's Spanish RMBS index.
Defaults are defined as mortgage loans in arrears for more than
18 months in this transaction.  Cumulative defaults, at 6.2%, are
also lower than in other Spanish RMBS transactions that S&P
rates. 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 a decrease in the weighted-average
foreclosure frequency (WAFF) for rating levels above 'B' and an
increase in the weighted-average loss severity (WALS) for each
rating level.

  Rating level    WAFF (%)    WALS (%)
    AAA             15.4        34.1
    AA              11.5        30.1
    A                9.1        23.4
    BBB              6.8        19.7
    BB               4.4        17.2
    B                3.6        14.9

The decrease in the WAFF at most rating levels is mainly due to
decreased arrears, along with S&P's updated treatment of loan
seasoning and jumbo loans under its updated RMBS criteria.  The
increase in the WALS is mainly due to the application of S&P's
revised market value decline assumptions.  The overall effect is
an increase in the required credit coverage for most rating
levels.

Following the application of S&P's RAS criteria, its RMBS
criteria, and its current counterparty 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, (ii) the rating that the class of notes
can attain under S&P's RMBS criteria, and (iii) the rating as
capped by S&P's current counterparty criteria.  In this
transaction, the ratings on class A and B notes are constrained
by the rating on the sovereign.

The class A notes have sufficient credit enhancement to withstand
a 'AAA' stress under S&P's RMBS criteria.  These notes also pass
all of the conditions under S&P's RAS criteria, and benefit from
sufficient credit enhancement to withstand S&P's extreme stress.
Consequently, S&P's RAS criteria limit its rating on these notes
to a maximum of six notches above the sovereign rating.  The
class A notes therefore have credit enhancement that is
commensurate with a 'AA (sf)' rating.  However, S&P has kept on
CreditWatch negative its 'AA (sf)' rating on the class A notes to
reflect its CreditWatch negative placement of S&P's ratings on
HSBC Bank.

The class B notes have sufficient credit enhancement to survive a
'BBB+' stress under S&P's RMBS criteria, but not enough to
withstand the severe stress under S&P's RAS criteria.  As a
result, these notes are not eligible for a rating uplift above
the sovereign.  S&P has therefore affirmed its 'BBB (sf)' rating
on the class B notes.

S&P expects the interest deferral trigger on the class C notes to
be breached within the next 12 months, based on the current
trajectory of collateral defaults.  S&P has therefore lowered to
'CCC (sf)' from 'BB- (sf)' its rating on the class C notes.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one-year and three-year
horizons.  This did not result in S&P's rating deteriorating
below the maximum projected deterioration that it would associate
with each relevant rating level, as outlined in our credit
stability criteria.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, 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 house prices levelling off in 2015.

On the back of improving but still depressed macroeconomic
conditions, S&P don't expect the performance of the transactions
in its Spanish RMBS index to 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.

TDA 31 is a Spanish RMBS transaction, which closed in November
2008.  TDA 31 securitizes a pool of first-ranking mortgage loans
which Banco Guipuzcoano S.A originated. Banco Guipuzcoano merged
with Banco de Sabadell S.A. in November 2010.

RATINGS LIST

Class       Rating            Rating
            To                From

TDA 31, Fondo de Titulizacion de Activos
EUR300 Million Mortgage-Backed Floating-Rate Notes

Rating Kept On CreditWatch Negative

A           AA (sf)/Watch Neg

Rating Affirmed

B           BBB (sf)

Rating Lowered

C           CCC (sf)          BB- (sf)



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


DELTA BANK: Major Owner Plans to Recapitalize Bank
---------------------------------------------------
Interfax-Ukraine reports that the main owner of insolvent Delta
Bank (Kyiv), Mykola Lahun, expects that the solvency of the
financial institution will be restored with the help of a foreign
investor or the state through the procedure of partial or
complete recapitalization.

"The classification of Delta Bank as systemically important
allows us to count on an early start of procedures for the bank
recovery with the support of the National Bank and the Cabinet of
Ministers through a partial or complete recapitalization," the
bank press service said citing Lahun, the news agency relates.

According to the report, Mr. Lahun said Delta Bank filed a
petition to the NBU, the Individuals' Deposit Guarantee Fund and
the Cabinet of Ministers with the request to recognize the bank
insolvent, introduce temporary administration and establish a
temporary moratorium on the satisfaction of creditors' claims.
Such steps, in his opinion, will allow in a short term to start
the procedure of restoring the bank's solvency with the help of
an outside investor or the state, the report says.

"With the state support, the bank has the chance to not only
maintain its leading position in the market, but also a high
attractiveness as a target for investment in the future," the
report quotes Mr. Lahun as saying.

The National Bank of Ukraine on March 2 recognized Delta Bank
insolvent, Interfax-Ukraine said.

The Central bank said Delta's insolvency is due to a "failure to
take timely, effective and sufficient measures to improve the
finances of the bank," Reuters reported.

Delta Bank is Ukraine's fourth largest lender.


DELTA BANK: MTS to Book Loss in Q4 Due to Bank's Insolvency
-----------------------------------------------------------
Reuters reports that Russia's top mobile phone operator MTS said
on March 5 it would book a loss of RUB5.2 billion (US$85.6
million) due to insolvency of Ukraine's Delta Bank.

Reuters notes that MTS Ukraine held RUB16.1 billion in the bank
as of Dec. 31, 2014.

MTS will publish its fourth quarter results on March 17, the
report adds.

The National Bank of Ukraine on March 2 recognized Delta Bank
insolvent, the report notes.

The Central bank said Delta's insolvency is due to a "failure to
take timely, effective and sufficient measures to improve the
finances of the bank," Reuters reported.

Delta Bank is Ukraine's fourth largest lender.



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


A&T ACTIVE: Rescue Deal Saves Recruitment Jobs
----------------------------------------------
Insider Media Limited reports that Nottingham and Alfreton-based
A&T Active Recruitment Ltd has been bought out of administration,
securing the jobs of its staff and agency recruiters.

A&T Active Recruitment went into administration on February 27,
2015, following an "acute strain" on its cash flow, according to
Insider Media Limited.

But joint administrators Steve Stokes --
steve.stokes@frpadvisory.com -- and Gerald Smith --
german.smith@frpadvisory.com -- of FRP Advisory secured the sale
of the company's underlying business as a going concern to new
business A&T Active Recruitment (UK) Ltd, the report notes.

"A sharp decline in turnover following the termination of a large
customer contract put unsustainable pressure on the Company's
cash-flow leaving it with no alternative other than to seek the
protection of administration in order to ensure that the rest of
this established recruitment business could continue to trade
with minimal interruption to services," the report quoted Mr.
Stokes as saying.

The report notes that the deal secured the roles of four full-
time staff and 250 agency workers.

The report relates that Mr. Stokes added: "A swift sale to a new
corporate entity has allowed the business to continue to trade,
ensuring continuity of agency staff supply to its longstanding
customer base and securing the four full time jobs associated,
together with providing ongoing work for the firm's 250 agency
workers."

A&T Active Recruitment Ltd is an East Midlands recruitment
company.


GB GROUP: In Administration, Cuts 35 Jobs
-----------------------------------------
Construction Inquirer reports that around 350 staff have been
made redundant after administrators were officially appointed at
the GB Group.

GB Group Holdings Limited and GB Building Solutions Limited are
now in administration with Tony Nygate -- tony.nygate@bdo.co.uk
-- and Graham Newton -- graham.newton@bdo.co.uk -- of BDO LLP now
running the company, according to Construction Inquirer.

"In recent months, the companies experienced trading and cash
flow issues, including three substantial claims on contracts,
which contributed to a deterioration in their working capital
position," the report quoted BDO as saying.

"Efforts to raise funding to secure the future of the companies
were unsuccessful, leaving no option left but to place them into
administration," BDO said.  "Regrettably, it has been necessary
to make approximately 350 employees redundant," BDO added.

Other companies within the wider GB group are not in
administration.

"The companies experienced a serious deterioration in their
working capital position and as a result were unable to continue
to operate.  Regrettably, it has been necessary to make all
employees redundant, save for a small number to assist the
administrators," the report quoted Mr. Nygate as saying.

"The Joint Administrators are actively seeking purchasers for all
or part of the business or assets, and going forward, our
priority will be to maximize recoveries for the creditors," Mr.
Nygate added.


GRAIGFELEN HALL: Saved as Deal is Struck with Community Council
---------------------------------------------------------------
South Wales Evening Post reports that Graigfelen Hall, a much-
loved community hall in Clydach, is set to transfer to the local
community council under a deal reached between it and Swansea
Council.

Graigfelen Hall was saved from immediate closure when Swansea
Council stepped in after the organization which ran it went into
administration in September, 2013, according to South Wales
Evening Post.

The report notes that the hall, which is in the heart of the
village, is home to numerous local groups and organizations which
use it every day including the local Communities First team who
delivers some of its projects from the hall.

The report discloses that as part of the deal which is due to be
seen by cabinet on March 17 Swansea Council, which owns the
freehold, would lease the building to the community council on a
peppercorn rent for 99 years.  The community council would then
take over management and operational control, including running
and maintenance costs, the report notes.  The community council
has been keen to secure the future of the building for more than
a year and had previously vented its frustration in the amount of
time it was taking to sign the paperwork, the report says.


GROSVENOR HOUSE: Guo Guangchang Mulls Buying Hotel
--------------------------------------------------
International Business Times reports that Fosun International,
controlled by Chinese billionaire Guo Guangchang, is reportedly
mulling a bid for London's Grosvenor House hotel.

The hotel, which has 420 rooms, is managed by Marriott
International, according to International Business Times.

The report notes that Fosun International has not made a final
decision about whether to proceed with a fresh offer, after
bidding about GBP400 million (EUR554 million, $607 million) for
the property last year, and no deal may occur, Bloomberg
reported, the report relays.

                          Thomas Cook Deal

Earlier, Fosun International said it had acquired a 5% stake in
British travel group Thomas Cook for GBP91.8 million, the report
notes.

Fosun International made the purchase through subsidiary
Fidelidade-Companhia de Seguros, the largest insurance firm in
Portugal, the report discloses.

                           Asking Price

Deloitte, the administrator for Grosvenor House's owner, is
seeking about GBP500 million for the property, the news agency
reported on March 3, the report relays.

Deloitte was appointed to sell the Grosvenor after owner Sahara
India Pariwar, the troubled Indian financial services firm
controlled by jailed businessman Subrata Roy, defaulted on Bank
of China loans for the London property, New York's Plaza Hotel
and the Dream Hotel in downtown Manhattan, the report notes.

The report relates that Mr. Roy held at New Delhi's Tihar jail
for almost 12 months in a protracted dispute over refunding
billions of dollars to Indians who had invested in outlawed
bonds, the report notes.

                            Property Shopping

Fosun International is keen on building a real estate portfolio
outside its home market to secure steady long-term returns, the
report notes.

Last August, Fosun International bought the Citigroup Center
office building in Tokyo, after purchasing New York's One Chase
Manhattan Plaza for $750 million in 2013, the report recalls.

Mr. Guo, whose firm also controls stakes in Greek jewellery maker
Folli Follie and Italian suitmaker Raffaele Caruso, has a net
worth of $5.3 billion, according to the Bloomberg Billionaires
Index, the report adds.


HYPERION INSURANCE: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B3-PD probability of default rating of Hyperion Insurance
Group Limited.  The rating agency has also assigned B1 ratings to
Hyperion's proposed US$725 million Senior Secured Term Loan
Facility and the GBP85 million Senior Secured Revolving Facility,
based on the expectation that the transaction proceeds as planned
and there will be no material difference between the current and
final documentation in relation to the notes.  The outlook of
these ratings is stable.

The affirmation of the ratings follows the announcement on
March 3, 2015 of the proposed merger between Hyperion and R K
Harrison Holdings Limited (RKH), a London based insurance broker.
Under the terms of the agreement, Hyperion will acquire 100% of
the share capital of RKH and expects to fund the acquisition with
a combination of debt and equity.  The transaction remains
subject to regulatory approval and it is envisaged that
completion will occur during the second quarter of 2015.

The rating affirmation reflects Moody's view that the merger with
RKH is credit positive for Hyperion's business profile and
business diversification.  Conversely the group's financial
obligations will increase significantly in absolute terms and
profitability will continue to be constrained by material
interest and integration costs, at least in the short-term.

The new combined group will have a strong market position in both
the UK and internationally, and will be the fifth largest Lloyd's
of London broker with well known brands and a leading global
specialist managing general agents business.  Moody's also views
RKH's business as complementary to the existing Hyperion
operations. Notwithstanding these benefits, the group's projected
revenues of close to GBP400 million for the combined group
remains modest relative to leading global brokers and the top
four Lloyd's of London brokers.  In addition the merger carries
inherent execution and integration risk, including the potential
loss of key RKH personnel and clients, despite Hyperion's good
integration track record in acquiring companies, such as Windsor
Ltd and FP Group.

The ratings also incorporate Moody's expectation that, as part of
the acquisition of RKH, Hyperion's financial obligations will
increase significantly, but that, on a pro-forma basis, the debt-
to-EBITDA ratio in 2015 will remain broadly in line with the YE14
level of 6.3x (5.3x excluding the liquidity put option), as the
increase in debt is offset by the acquired EBITDA.

The ratings also reflects Moody's view that the increased
interest costs associated with the proposed debt issuance will
further constrain the group's already modest bottom line
profitability, whilst material integration costs and deferred
consideration payments will likely pressure liquidity.

Hyperion's B1 senior secured term facility and RCF ratings were
derived using Moody's Loss Given Default model.  The ratings
incorporate Moody's view of the value of the facilities' secured
status via first-priority security interests over substantially
all present and after-acquired tangible and intangible assets of
the borrowing company and guarantors, and all present and future
shares of capital stock owned by the borrower or guarantor in
each of the present and future material subsidiaries of the
group.

The guarantors will be all material subsidiaries of the group,
which collectively account for a significant portion of the
group's total revenues and earnings.

Moody's expects the existing senior secured Term Loan B notes and
drawing made under the Group's current revolving facility to be
fully repaid upon issuance of the new senior secured term loan
facility, at which stage these existing ratings will be
withdrawn.

Factors that could lead to an upgrade of Hyperion's ratings
include: (i) EBITDA coverage of interest consistently exceeding
3.0x, (ii) free-cash-flow-to-debt ratio consistently exceeding
6%, and (iii) debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include: (i) EBITDA
coverage of interest below 1.5x, (ii) free-cash-flow-to-debt
ratio remaining below 3% for the foreseeable future, (iii) debt-
to-EBITDA ratio consistently above 6.5x, including the liquidity
put option or (iv) a weak execution of merger with RKH.

Moody's has affirmed the following ratings with a stable outlook
for Hyperion Insurance Group Limited:

  -- Corporate family rating at B2

  -- Probability of default rating at B3-PD

Moody's has assigned the following debt ratings and loss given
default (LGD) assessments, with a stable outlook, to Hyperion
Insurance Group Limited:

  -- US$725 million Backed Senior Secured Term Loan Facility at
     B1 (LGD3)

  -- GBP85 million Backed Senior Secured Revolving Facility at B1
     (LGD3)

Hyperion was formed in 1994 and is substantially owned by a
combination of the management team, together with a private
equity investor, General Atlantic, which own a 38% stake in
Hyperion.  For year ended 2014, Hyperion Insurance Group Ltd
reported consolidated total revenue of GBP195.0 million (2013:
GBP 163.6 million), profit after tax from continued operations of
GBP4.5 million (2013: GBP10.1 million) and total equity of
GBP51.7 million (2013: GBP24.8 million).

The methodologies used in these ratings were Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


HYPERION INSURANCE: S&P Affirms 'B' Rating; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Hyperion Insurance Group Ltd (Hyperion).  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
proposed US$725 million term loan B (equivalent to GBP468
million) issued by Hyperion Finance S.a.r.l., a subsidiary of
Hyperion.  S&P also assigned its 'B' issue rating to the proposed
GBP85 million revolving credit facility, issued by Hyperion
Insurance Limited Group and HIG Finance Limited.  The recovery
rating on the proposed loan and revolving credit facility is '4',
indicating S&P's expectation of average recovery (at the high end
of the 30%-50% range) for creditors in the event of a payment
default.  S&P expects to withdraw its issue rating on the current
$275 million term loan B on repayment of the loan.

The rating affirmation follows the Hyperion Insurance Group's
announcement to acquire R.K. Harrison Holdings (RKH) for a
consideration of about GBP460 million.  S&P expects this
acquisition to be completed by second quarter of calendar 2015
(subject to regulatory approval) and the consideration to be
settled through a combination of cash (including deferred
consideration) and equity shares of Hyperion Insurance Group.  As
part of this acquisition, Hyperion will put in place a new debt
structure to repay the existing debt and finance the cash
consideration, which will result in higher leverage for financial
year ending Sept. 30, 2015.

In S&P's view, this acquisition provides a strategic fit to
Hyperion based on the complementary nature of the two businesses.
The acquisition is timely in the context of a trend of
consolidation in the insurance brokerage industry.  S&P believes
Hyperion will benefit from RKH's solid position in specialty
markets in the U.S, higher EBITDA margins of RKH's stand-alone
business, and the ability to distribute RKH's product offering
over Hyperion's distribution network, particularly in the
emerging markets.

Beside the RKH acquisition, the group has undertaken further
bolt-on acquisition in financial 2015, more than doubling its
size, with combined reported EBITDA of about GBP105-GBP110
million for financial 2015 (about GBP90 million after deducting
nonrecurring items), while improving the group's product
offering.  These acquisitions could be a risk if the integration
is not implemented effectively, but Hyperion has a track record
of embedding material acquisitions effectively.  S&P also
understands from management that given the size of the recent
acquisitions, the group will focus on integrating them and will
not undertake further material acquisitions in the next few
years.

Managing General Agents (MGAs) segment of the insurance industry
has been a subject of regulatory focus for last 12 months, and
tightening regulation could be a risk to our expectation of the
group's future cash flow generation, particularly relating to
Hyperion's underwriting business segment (which represents about
20% of revenues of the combined entity).

S&P views positively the fact that the group's staff members hold
the majority of its shares, and do not consider any substantial
shareholder-friendly payments likely at this stage.

S&P's base case assumes:

   -- Organic revenue growth at Hyperion of about 10% in the
      financial year ending Sept. 30, 2015 (FY 2015).

   -- Full benefit of RKH acquisition to come through in FY 2016,
      and S&P expects the total revenue of the combined entity to
      be above GBP400 million.

   -- Pro forma reported EBITDA margins of about 25% (including
      the impact of nonrecurring and acquisition costs).

   -- Cash outflow of about GBP280 million towards acquisitions
      (including RKH).

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

   -- Pro forma adjusted debt to EBITDA of 7.0x for FY 2015 (6.5x
      excluding liquidity put options) and 5.9x for FY 2016
      (5.5x)

   -- Funds from operations (FFO) cash interest coverage of about
      3x

The stable outlook reflects S&P's view that the combined group
will achieve an annual organic growth of about 7%-10% over the
next two years and reduce its leverage.  The stable outlook also
incorporates S&P's view that the group will focus on embedding
the recent acquisition and will undertake no further material
acquisitions.

S&P could lower the rating if increased competition, loss of key
personnel, or challenges in integrating the recent acquisition
were to stifle the group's profitability and cash flow
generation, which could result in negative free operating cash
flow and FFO cash interest coverage to decline below 2x.  S&P
could also lower the rating if the group were to undertake a
further debt-financed acquisition or if its financial policy
became more aggressive than S&P currently considers it to be.

S&P might consider an upgrade if the group can improve its credit
metrics so that they are in line with an "aggressive" financial
risk profile, including adjusted debt to EBITDA of less than 5x.
S&P considers such an action less likely in the next 12 months as
it anticipates the group to focus on integrating its recent
material acquisition and reduce its leverage.


MTL GROUP: Creditors Facing GBP10 Million Shortfall
---------------------------------------------------
Matthew Ord at Insider Media reports that more details have
emerged about the administration of MTL Group, with creditors
understood to be facing a shortfall of about GBP10 million.

Insider Media says Hart Shaw Business Recovery & Insolvency,
which is working with an unnamed creditor, has also warned that
the manufacturer's downfall is a reminder that no company is
immune from failure.

Creditors are owed about GBP10 million following MTL's
administration at the start of February, which occurred after it
suffered the loss of a large overseas defence contract, the
report discloses.

According to the report, Hart Shaw said the creditor it is
working with has suffered a large bad debt as a result of the
administration.

"Fortunately, the company is financially sound but even so, the
disruption to its immediate cash flow caused by MTL is such that
we are currently negotiating with HM Revenue & Customs a time to
pay arrangement for the current VAT quarter," the report quotes
Chris Brown -- chris.brown@hartshaw.co.uk -- Hart Shaw business
recovery and insolvency partner, as saying.

"This will enable the company to avoid penalties and make nominal
payments until, over the next six months, it can claim VAT bad
debt relief on the MTL debt and so satisfy the current VAT
quarter."

MTL was subsequently bought out of administration by WEC Group, a
Lancashire-based engineering and fabrication company, which
funded a partnership deal to acquire the business and certain
assets, Insider Media notes.

But Mr. Brown added that the company's demise is a timely
reminder that "no company, however large and high profile, is
immune from failure," the report relays.

"The immediate effect of any insolvency is that creditors
suddenly have a bad debt to deal with, and the larger the debt,
the more likely that there will be a domino effect, causing
otherwise solvent companies to have cash flow problems which
could ultimately lead to failure," Insider Media quotes Mr. Brown
as saying.  "When the initial insolvency involves such a high
profile company as MTL Group the risk of the domino effect only
increases."

The addition of MTL Group more than doubles WEC's engineering
capacity. It will now have almost 600 staff working across eight
sites in Lancashire, Yorkshire and Merseyside.

MTL Group makes metal products for the military and construction
sectors.


NEWDAY PARTNERSHIP 2015-1: Fitch Rates GBP5.5MM F Notes 'Bsf'
-------------------------------------------------------------
Fitch Ratings has assigned NewDay Partnership Funding 2015-1Plc's
notes final ratings as:

GBP185.3 million Series 2015-1 A: 'AAAsf'; Outlook Stable
GBP22.5 million Series 2015-1 B: 'AAsf'; Outlook Stable
GBP14.0 million Series 2015-1 C: 'A-sf'; Outlook Stable
GBP10.1 million Series 2015-1 D: 'BBBsf'; Outlook Stable
GBP6.9 million Series 2015-1 E: 'BBsf'; Outlook Stable
GBP5.5 million Series 2015-1 F: 'Bsf'; Outlook Stable

The transaction is a securitization of UK credit card, store card
and installment loan receivables originated by NewDay Ltd.  The
receivables arise under a number of retail agreements, but active
origination currently takes place mostly for co-branded credit
cards under agreements with Debenhams, the Arcadia Group, House
of Fraser and Laura Ashley.  NewDay acquired the portfolio and
the related servicing platform in 2013 from Santander UK plc.

Fitch has also affirmed NewDay Partnership Funding 2014-1Plc and
NewDay Partnership Loan Note Issuer Ltd's notes.

KEY RATING DRIVERS

Good Asset Performance

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

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

Shift in Portfolio Composition

The originations under the four currently active retailer
agreements (Debenhams, House of Fraser, Arcadia Group and Laura
Ashley - the open book) have come to dominate trust performance.
Receivables originated under new retail agreements may also be
added to the trust within the life of the transaction.  Adding
receivables linked to a new retailer is subject to rating
confirmation.

In Fitch's opinion, the customer demographic that is
characteristic of a given retailer will be the key performance
driver of the related receivables.  While clearly outlined and
implemented credit guidelines combined with a state of the art
scoring model minimize this risk, in Fitch's view, it can never
be entirely mitigated.  Furthermore, fully levelling the
performance between retailers is unlikely to be in the commercial
interests of the originator.  Therefore, Fitch derived its steady
state assumptions on the basis of a changing retailer mix.

Variable Funding Notes (VFN)

In addition to Series 2014-VFN providing the funding flexibility
that is typical and necessary for credit card trusts, the
structure employs a separate "Originator VFN" purchased and held
by NewDay Partnership Transferor Plc.  This serves three main
purposes: to provide credit enhancement to the rated notes, to
add protection against dilution by way of a separate functional
transferor interest and to serve the minimum retention
requirements.

Unrated Originator and Servicer

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

Retail Partners Drive Risk

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

Steady Asset Outlook

Fitch expects UK credit card performance will be stable, with
only limited up-ticks in delinquency and charge-off levels
throughout 2015 as the current levels are unsustainable in the
long term. Payment rates and yields are expected to remain stable
in 2015 but there is still no clarity on how lenders reliant on
interchange to fund their reward programs will replace the loss
of this income source (Credit Card Index - UK 1Q15).

RATING SENSITIVITIES

Rating sensitivity to increased charge-off rate

Increase charge-off rate base case by 25% / 50% / 75%
Series 2015-1 A: 'AA+sf' / 'AAsf' / 'AA-sf'
Series 2015-1 B: 'AA-sf' / 'A sf' / 'BBB+sf'
Series 2015-1 C: 'A-sf' / 'BBB sf' / 'BB+sf'
Series 2015-1 D: 'BB+sf' / 'BBsf' / 'BB-sf'
Series 2015-1 E: 'BB-sf' / 'B sf' / 'B-sf'
Series 2015-1 F: 'B-sf' / 'CCC sf' / 'C sf'

Rating sensitivity to reduced MPR
Reduce MPR base case by 15% / 25% / 35%
Series 2015-1 A: 'AA+sf' / 'AAsf' / 'AA-sf'
Series 2015-1 B: 'A+sf' / 'Asf' / 'A-sf'
Series 2015-1 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'
Series 2015-1 D: 'BBB-sf' / 'BB+sf' / 'BBsf'
Series 2015-1 E: 'BBsf' / 'BB-sf' / 'B+sf'
Series 2015-1 F: 'Bsf' / 'Bsf' / 'B-sf'

Rating sensitivity to reduced purchase rate (ie aggregate new
purchases divided by aggregate principal repayments in a given
month)

Reduce purchase rate base case by 50% / 75%
Series 2015-1 A: 'AAAsf' / 'AAAsf'
Series 2015-1 B: 'AA-sf' / 'A+sf'
Series 2015-1 C: 'A-sf' / 'BBB+sf'
Series 2015-1 D: 'BBB-sf' / 'BB+sf'
Series 2015-1 E: 'BB-sf' / 'B+sf'
Series 2015-1 F: 'Bsf' / 'CCCsf'

NewDay Partnership Funding 2014-1Plc and NewDay Partnership Loan
Note Issuer Ltd's notes have been affirmed as follows:
GBP222.3m Series 2014-1 A: 'AAAsf'; Outlook Stable
GBP27.0m Series 2014-1 B: 'AAsf'; Outlook Stable
GBP16.8m Series 2014-1 C: 'A-sf'; Outlook Stable
GBP12.6m Series 2014-1 D: 'BBBsf'; Outlook Stable
GBP7.8m Series 2014-1 E: 'BBsf'; Outlook Stable
GBP6.6m Series 2014-1 F: 'Bsf'; Outlook Stable
GBP175.0m Series 2014-VFN: 'BBBsf; Outlook Stable


NEWDAY PARTNERSHIP 2015-1: S&P Assigns BB Rating to Class F Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned credit ratings to
NewDay Partnership Funding 2015-1 PLC's series 2015-1 class A, B,
C, D, E, and F notes.  At the same time, S&P has affirmed its
ratings on series 2014-1's class A, B, C, D, E, and F notes and
NewDay Partnership Loan Note Issuer Ltd.'s 2014-VFN notes.  This
issuance is from the NewDay Partnership Receivables Trust.

A portion of the existing unrated originator variable funding
note (VFN) issued by NewDay Partnership Loan Note Issuer Ltd. to
the transferor, NewDay Partnership Transferor PLC, provides
series-specific credit enhancement for series 2015-1.

S&P rated the class E and F notes on the basis of deferrable
interest.

The unrated originator VFN provides series-specific subordination
to each series issued from the master trust (including series
2015-1).  The transferor holds the excess of the originator VFN
balance above the total required subordination amount as
transferor interest.  The transferor uses this to meet its
minimum transferor interest requirement and risk retention
obligations.

The NewDay Partnership Receivables Trust is a master trust of
credit card, store card, and installment credit (sales finance
loan) receivables that NewDay Ltd. originates under retail
partnership agreements.  NewDay has active retail partnership
agreements with Arcadia, Debenhams, Laura Ashley, and House of
Fraser.

RATING RATIONALE

Sector Outlook

There has been a continued improvement in the U.K. macroeconomic
outlook, which has been confirmed by recent economic indicators
as well as revisions to S&P's own U.K. GDP and unemployment
forecasts.  S&P expects U.K. GDP to grow by 2.5% in 2015 and 2.2%
in 2016.  S&P's economist forecasts that the unemployment rate
will fall to 6.1% in 2015 and 5.9% in 2016.

Overall, U.K. credit card trust performance has been resilient to
date.  S&P expects GDP to continue to increase, while
unemployment continues to decrease from its cyclical peak of 8.5%
in late 2011. Consequently, S&P anticipates that U.K. collateral
performance will benefit from macroeconomic and monetary
conditions.  In summary, S&P's outlook for the U.K. credit card
sector is strong.

Operational Risk

S&P attended a corporate overview meeting in August 2014 where it
discussed NewDay's origination and underwriting policies,
servicing, account risk management, collections, and recovery
strategies.  S&P considers them to be in line with general market
practice and commensurate with our ratings.  NewDay has sub-
delegated certain aspects of servicing, settlements, and payment
processing to Santander UK PLC and First Data Global Services
Ltd. Based on the portfolio's performance to date, S&P considers
these entities to be capable of carrying out their respective
tasks.

S&P took into account the depth of the U.K. credit market in
assessing operational risk.  Replacement servicers are readily
available and the transaction servicing fee is relatively high.
A liquidity reserve is available to bridge any servicer
transition period.  In light of these factors, S&P considers the
servicer's severity and portability risk to be low under its
operational risk criteria.  Consequently, these criteria do not
constrain S&P's ratings in this transaction.

Credit Risk

S&P considered the portfolio's historical payment, purchase,
charge-off, and yield rates in S&P's analysis.  S&P sets its
base-case assumptions in line with its European consumer finance
criteria, taking into account macroeconomic conditions and
industry trends.  S&P has historical performance data for the
portfolio since 2009.  In setting S&P's base-case assumptions, it
considered the effect of the termination of the House of Fraser
retail partnership agreement.  In S&P's view, this is the best
performing partnership book.  S&P also factored in the
performance of the closed partnership books, which are in run-off
mode (run-off account cards cannot be used to make any new
purchases).

Cash Flow Analysis

S&P ran two cash flow scenarios of rapid amortization, under both
rising and falling interest rates for the rated notes.  The
available credit enhancement for the rated tranches is sufficient
to absorb the credit losses under the respective rating
scenarios.

Counterparty Risk

The transaction is exposed to counterparty risk through Citibank
N.A., London branch and Santander UK as bank account providers.
Citibank, London branch provides the transferor collections
account, the various trust accounts, the loan note issuer
accounts, and the issuer accounts.  Santander UK provides the
servicer collections account.  The documented downgrade and
replacement language is in line with S&P's current counterparty
criteria.

Legal Risk

The receivables trustee, the loan note issuer, and the issuer are
bankruptcy remote, in line with S&P's European legal criteria.
S&P has received an external legal opinion, which indicates that
the sale of the receivables would survive if the originator were
to become insolvent.  S&P has reviewed legal opinions for the
master trust and for the rated issuances.

Credit Stability

S&P analyzed the effect of a moderate stress on the credit
variables, and its ultimate effect on S&P's ratings on the notes.
S&P ran two scenarios, modeling rapid amortization with rising
and falling interest rates for the notes.  The results are in
line with S&P's credit stability criteria.

RATINGS LIST

Class                  Rating            Amount
                                       (mil. GBP)

NewDay Partnership Funding 2015-1 PLC
GBP250 Million Asset-Backed Floating-Rate Notes Series 2015-1
(Including Unrated VFN Notes)

A                      AAA (sf)          185.25
B                      AA (sf)            22.50
C                      A+ (sf)            14.00
D                      BBB+ (sf)          10.13
E                      BBB+ (sf)           6.88
F                      BB (sf)             5.50

NewDay Partnership Loan Note Issuer Ltd.
GBP5.75 Million Asset-Backed Floating-Rate Notes

Originator VFN         NR                  5.75

Ratings Affirmed

NewDay Partnership Funding 2014-1 PLC
GBP293.1 Million Asset-Backed Floating-Rate Notes

A                      AAA (sf)
B                      AA (sf)
C                      A+ (sf)
D                      BBB+ (sf)
E                      BBB+ (sf)
F                      BB (sf)

NewDay Partnership Loan Note Issuer Ltd
Up To GBP400 Million Asset-Backed Floating-Rate Variable Funding
Notes

2014-VFN               BBB (sf)

NR--Not rated.
VFN--Variable funding notes.


TWENTY20 MEDIA: Forced Into Administration, Cuts Jobs
-----------------------------------------------------
Insider Media Limited report that jobs have been lost at Twenty20
Media Vision Ltd (TTMV), a Kent-based media and advertising
agency, which was forced into administration after facing
"unsustainable cash flow pressures".

Nigel Hamilton Smith -- nigel.hamilton-smith@frpadvisory.com --
and Philip Armstrong -- Philip.armstrong@frpadvisory.com -- of
restructuring firm FRP Advisory were appointed joint
administrators of Twenty20 Media Vision Ltd (TTMV) on Feb. 16,
2015.

The report notes that the company, which has an office in
Tunbridge Wells, had been facing financial pressure and was
forced to cease trading, making 15 of its 17 staff redundant
prior to entering administration.

Given the severe short fall in cash flow, the administrators were
forced to make one employee redundant upon the company's entry
into administration, the report relates.

One remaining member of staff is assisting the joint
administrators with their statutory duties to realize the
remaining assets of the company, the report discloses.

The report says that TTMV provided media planning and buying
services to a range of businesses seeking publicity campaigns.

"After a sharp deterioration in trading conditions at the end of
last year and continuing into 2015, the business had faced
unsustainable cash flow pressures, leaving its directors with no
option but to cease trading and make the vast majority of staff
redundant prior to our appointment as administrators," the report
quoted Mr. Hamilton-Smith as saying.

"We shall continue to realise the assets of the business through
the administration process in the interest of all stakeholders,"
Mr. Hamilton-Smith added.


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

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

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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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202-362-8552.


                 * * * End of Transmission * * *