TCREUR_Public/150423.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, April 23, 2015, Vol. 16, No. 79

                            Headlines

B E L G I U M

TELENET GROUP: S&P Affirms 'B+' CCR; Outlook Stable
UNIVEG: Business Combination No Impact on Moody's B2 CFR


F R A N C E

ELIOR SA: Moody's Affirms Ba3 CFR & Alters Outlook to Positive


G E O R G I A

PROCREDIT BANK: Fitch Affirms 'BB' Issuer Default Rating


G E R M A N Y

RAPID HOLDING: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
RAPID TOPCO: Moody's Assigns 'B1' Corp. Family Rating


G R E E C E

GREECE: Won't Present List of Economic Reforms on Friday


I R E L A N D

ANGLO IRISH: Liquidators Selling Boston's Mandarin Hotel
EUROCREDIT CDO VIII: Moody's Affirms B2 Rating on Class E Notes
WINDERMERE VII CMBS: S&P Lowers Rating on Class D Notes to CCC-
* IRELAND: Credit Union Rescue Fund Misused, Mazars Report Shows


I T A L Y

NAPLES: Moody's Affirms 'B1/(P)B1' Ratings; Outlook Stable


L U X E M B O U R G

INTERNATIONAL AUTOMOTIVE: S&P Cuts Corp. Credit Rating to 'B'


N E T H E R L A N D S

LEO-MESDAG: S&P Puts B- Ratings on 2 Note Classes on Watch Neg.
LOWLAND MORTGAGE NO.1: Fitch Affirms 'BB' Rating on Class D Notes


R U S S I A

ALROSA OJSC: Moody's Raises CFR to 'Ba2', Outlook Stable
EVRAZ GROUP: Moody's Says Tender Offer is Credit Neutral


S P A I N

CAIXA LAIETANA I: Fitch Cuts Rating on Class D Notes to 'CCsf'
GAS NATURAL FENOSA: Moody's Rates Hybrid Securities '(P)Ba1'
GAS NATURAL FENOSA: Fitch Assigns 'BB' Subordinated Debt Rating
GAS NATURAL FENOSA: S&P Rates Sub. Hybrid Capital Notes 'BB+'


U K R A I N E

KREDOBANK PJSC: S&P Affirms 'CCC-/C' Counterparty Credit Ratings


U N I T E D   K I N G D O M

ECO LINK POWER: Wood Energy Acquires Firm's Assets
GO BANANAS: In Liquidation, Cuts Jobs
GREAT HALL 2007-02: Moody's Hikes Ratings on 2 Note Classes to B3
IAFYDS PLC: Set to Liquidate in Early May
JARROW BREWERY: In Liquidation Due to Failed Funding

LADBROKES PLC: Seeks Creditor Protection After Declining Profits
MOTO VENTURES: Fitch Assigns 'B' IDR; Outlook Stable
PUNCH TAVERNS: Warns About Contract Changes; Cuts Debt by GBP200M
TESCO PLC: Posts GBP6.38 Billion Loss After Writedowns
WRANGATON GOLF CLUB: Sold Out of Liquidation to Rival


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B E L G I U M
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TELENET GROUP: S&P Affirms 'B+' CCR; Outlook Stable
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Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Telenet Group Holding N.V., a Belgian
provider of telecommunications and cable TV services.  The
outlook is stable.

At the same time, S&P affirmed its 'B+' issue ratings on
Telenet's senior secured debt.  The recovery ratings on these
instruments remain unchanged at '3', indicating S&P's expectation
of meaningful (50%-70%) recovery in the event of a payment
default.

In addition, S&P assigned its 'B+' issue rating to the company's
proposed EUR1 billion new senior facilities, consisting of a
EUR800 million new term loan and a EUR200 million new revolving
credit facility (RCF), which the group will use to fund the
acquisition of BASE. The recovery rating on these facilities is
'3', indicating S&P's expectation of 50%-70% recovery in the
event of a payment default.

S&P's recovery expectations on these issue ratings are in the
lower half of the 50%-70% range.

The affirmation follows Telenet's announcement that it has agreed
to acquire 100% of the Belgian mobile activities of Dutch telecom
operator Koninklijke KPN N.V. (KPN; BBB-/Stable/A-3), which
operate under the BASE brand.

In S&P's view, the acquisition would incrementally strengthen
Telenet's business risk, because Telenet would grow into a fully
integrated fixed and mobile network operator.  Telenet currently
operates as a mobile virtual network operator (MVNO) that is
dependent on wholesale access to mobile carriers' networks for
its mobile offering.  The transaction should, in S&P's view,
improve Telenet's competitive position by providing greater
commercial flexibility in designing its quad-play offers in an
increasingly converged Belgian market, while decreasing
commercial and technological uncertainty related to the use of
mobile wholesale products.  Furthermore, the acquisition adds
some scale and diversification benefits, boosting Telenet's
market share, particularly in the Belgian consumer mobile
segment.

"In contrast, we note that BASE is particularly strong with
prepaid customers, a segment which may suffer as the market
undergoes a structural shift from a pre-paid to a post-paid
subscription model.  Furthermore, the acquisition of BASE will
dilute operating margins in the near to medium term given the
lower-margin nature of BASE's operations.  However, we
acknowledge that this impact is likely to be tempered over time
through the realization of cost synergies.  The largest
proportion of synergies is expected to result from savings on
MVNO access costs. This is a relatively predictable item, in our
view, but savings would only materialize after existing
agreements for MVNO access terminate," S&P said.

"Our view of Telenet's financial risk continues to be based on
our expectation that, after the closing of the transaction
expected by year-end 2015, its majority owner Liberty Global will
continue to pursue an aggressive financial policy at Telenet.  We
think that in 2015 Liberty Global will abstain from shareholder
payouts beyond its current share-buyback envelope of EUR50
million to ensure sufficient leeway for the acquisition.  We
nevertheless believe that from 2016, the company will apply
substantial amounts of cash in excess of its free operating cash
flow (FOCF) toward potential further acquisitions or shareholder
distributions. However, we note that Telenet does not have a
stated dividend policy.  We believe that the group's usage of
FOCF is likely to constrain the subsidiary's ability and
willingness to sustainably deleverage through EBITDA growth and
free cash flow generation. Including the debt the group will
issue for the takeover -- which consists of an EUR800 million new
term loan and a new revolving credit facility of EUR200 million,
as well as the usage of approximately EUR217 million of existing
revolving facilities -- we project Standard & Poor's-adjusted
debt-to-EBITDA ratio at about 5.0x and its funds from operations
(FFO)-to-debt ratio at about 13% at year-end 2016. This compares
to debt to EBITDA of 4.4x, FFO to debt of 13.5% at the end of
2014, and a pro forma leverage for the combined entity of about
4.6x-4.8x at year-end 2015," S&P noted.

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

   -- Closing of the proposed acquisition at year-end 2015 with
      BASE being consolidated for the full year 2016.

   -- Revenue growth of slightly more than 4% at Telenet in 2015,
      supported by solid growth of its broadband and telephony
      products thanks to cross- and up-selling, and a revenue
      decline between 2.5% and 3.5% at BASE, owing to shrinking
      prepaid and noncore revenues.

   -- Revenue growth of about 2% for the combined entity in 2016,
      driven by solid performance in Telnet's current portfolio
      and modest continuation of the decline at BASE.

   -- Stable reported EBITDA margins at Telenet in excess of 50%
      in 2015 and 2016, and of about 24% at BASE, leading to a
      blended margin of about 44% in 2016, excluding integration
      costs and synergies.

   -- Non-integration related capital expenditures at about 21%
      of sales for Telenet in 2015 and about 21% for the combined
       entity in 2016.

   -- Meaningful amounts of integration costs in 2016 and 2017,
      including capital expenditures for network upgrades at
      BASE, partly offset by the gradual ramp-up of synergies.

   -- Shareholder distributions limited to the current share-
      buyback envelope of EUR50 million in 2015, potentially
      rising markedly from 2016.

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

   -- Reported FOCF of about EUR240 million at Telenet in 2015
      and EUR140 million for the combined entity in 2016 (after
      integration costs).

   -- Negative reported FOCF after shareholder distributions or
      acquisitions for the combined entity in 2016, after about
      EUR190 million at Telenet in 2015.

   -- A Standard & Poor's-adjusted debt-to-EBITDA ratio at about
      5.0x and an FFO-to-debt ratio at about 13% for the combined
      entity at year-end 2016, following pro forma debt to EBITDA
      for the combined entity of about 4.6x?4.8x at year-end
      2015.

Under S&P's group rating methodology, it views Telenet as a
"strategically important" subsidiary of its parent company
Liberty Global.  The corporate credit rating on Telenet is
therefore equal to S&P's 'b+' assessment of its stand-alone
credit profile.

The stable outlook on Telenet reflects Standard & Poor's view
that, following the acquisition, the company will report modest
revenue and EBITDA growth in 2016, mainly supported by good up-
selling performance in Telenet's existing customer base, and
accelerating EBITDA growth from 2017 due to the increasing
realization of synergies.  It also takes into account S&P's
anticipation that Telenet will continue its aggressive financial
policy once the transaction is completed under the influence of
its majority shareholder, Liberty Global, resulting in Standard &
Poor's-adjusted debt to EBITDA of around 5x next year and
potential shareholder distributions or cash needs for further
acquisitions likely exceeding its FOCF generation from 2016.

S&P would lower its rating on Telenet if S&P lowered its rating
on Liberty Global and if, at the same time, Telenet's ratio of
Standard & Poor's-adjusted debt to EBITDA increased to more than
6x, for example, as a result of an even more aggressive financial
policy or operating underperformance, due for example to
difficulties with integrating BASE.

Rating upside remains constrained by S&P's expectation of high
leverage and substantial shareholder distributions or cash needs
for further acquisitions in excess of FOCF generation after the
closing of the transaction in 2016.  However, S&P might consider
raising its rating on Telenet if its Standard & Poor's-adjusted
debt to EBITDA declined to about 4.5x on a sustainable basis and
if, at the same time, shareholder distributions or cash needs for
further acquisitions do not materially exceed FOCF generation.
Nevertheless, before considering a positive rating action, S&P
would reassess Liberty Global's strategy and financial policy for
Telenet.

S&P could also upgrade Telenet if S&P revised upward its view of
its strategic importance to Liberty Global.  S&P would bring the
rating in line with its view of the group's credit profile if it
was to consider it as a "core" subsidiary.


UNIVEG: Business Combination No Impact on Moody's B2 CFR
--------------------------------------------------------
Moody's Investors Service said that Univeg's ratings are
unaffected by the announcement of the business combination. The
unaffected ratings are the corporate family rating of B2 and
probability of default rating of B2-PD assigned to FieldLink NV,
the parent of Univeg group ("Univeg") and B3 rating of EUR285
million senior secured notes due 2020 issued by UNIVEG Holding
B.V.

The rating agency's announcement follows the letter of intent
signed on April 13 with respect to a business combination of
Univeg with two other players in the fruit and vegetables market,
Greenyard Foods NV (unrated) and Peatinvest NV (unrated).
Greenyard Foods NV is present in the processing and sale of deep-
frozen and canned fruit and (mainly) vegetables, while Peatinvest
supplies growers throughout the world with a wide range of
branded substrates for growing plants, fruit and vegetables. All
three companies are majority owned by Univeg's majority
shareholder, the Deprez famlly, while Greenyard Foods NV is also
partially listed on Euronext. The structure of the combined
business is still under discussion, however Univeg is expected to
become a ring-fenced business unit within Greenyard Foods NV. The
combined entity will generate sales in excess of EUR3.7 billion.

While the business combination may bring some commercial
synergies, utilizing Univeg's existing customer relationships and
distribution networks, at this stage it is unclear to which
extent Univeg and Univeg's debtholders are likely to benefit from
this. Further analysis is required with respect to possible
integration risks as well as dividend distribution policy of the
combined entity. The transaction is subject to regulatory
approvals.

Univeg's performance during financial year ended December 31,
2014 ("FY14") was below Moody's expectations. Univeg demonstrated
a year-on-year improvement in sales and reported EBITDA by
approximately 4% and 5% respectively, supported primarily by
recently acquired business and a start-up in the Czech Republic
as well as higher imports in the US and other projects. The
market conditions continue to remain challenging, characterized
by sluggish volumes and depressed pricing, both due to growing
activities from discounters and the Russian import ban. According
to the company, on a like-for-like basis, overall price levels
activities in its main Fruit and Vegetables division decreased by
2.4%, partially offset by a volume increase of 1.2% during the
year. The company's gross leverage (Moody's adjusted) of 6.1x at
the end of FY14 was above Moody's expectation of below 5.0x. The
high leverage was partly due to a higher than expected
utilization under Univeg's EUR90 million revolving credit
facility (RCF), which contributed 0.7x Debt/EBITDA and EUR6
million loss from discontinued operations which contributed a
further 0.4x Debt/EBITDA impact. Moody's notes, however that 6.1x
leverage does not include the EUR245 million utilization under
the company's EUR350 million off-balance sheet factoring
facility, which would increase the leverage to 8.8x from 6.1x.

The company's free cash flow (as defined by Moody's) was negative
during the year, although the liquidity improved due to a recent
divestment of six of its largest farming operations in Turkey,
South Africa and several South American countries in December
2014. A positive impact of the Fruit Farm Group disposal on the
company's metrics is achieved via (i) an inflow of cash of EUR31
million (net of deferred consideration and shareholder loan
repayment); (ii) EUR13 million gross debt reduction; and (iii) a
reduction in future capex needs post disposal of capital
intensive farming operations.

As of December 31, 2014, Univeg's liquidity consisted of EUR118
million cash on balance sheet and EUR30 million undrawn under the
EUR90 million RCF. Moody's consider Univeg's liquidity to be
adequate, although sensitive to the seasonal volatility in the
company's working capital.

Moody's expects to see a deleveraging towards 5.0x by the end of
2015, driven primarily by the repayment of drawings under RCF as
well as following the sale of loss-making businesses in 2014. RCF
drawings were fully repaid in Q1 2015. Moody's expects a modest
decline in EBITDA of continuing business following a loss of
business in Germany with a major customer as of March 2015.

Univeg's B2 CFR reflects (1) the group's exposure to the volatile
fresh fruit and vegetables industry, which is vulnerable to
weather fluctuations, crop diseases, local currency exchange
rates and government policies; (2) the commoditized nature of the
group's fresh fruit produce business, which can lead to low
profitability and weak cash flow generation; (3) the company's
high customer concentration, which results in low negotiating
power; (4) its geographic concentration, with approximately 79%
of 2014 sales (including discontinued business) coming from
Germany, the Netherlands and Belgium; and (5) high leverage
combined with slow deleveraging expectation.

Positively, the rating reflects Univeg's (1) solid sourcing and
distribution capabilities supported by a diversified supply chain
with a degree of vertical integration; (2) large scale, with
EUR3.3 billion in sales generated in FY14; (3) strong market
shares in its key markets (based on the company's estimates); (4)
long-term relationships with major European retailers; and (5)
cost pass-through pricing mechanisms.

The company's rating is currently weakly positioned in B2
category. Stable outlook on Univeg's rating is based on Moody's
expectation that following the loss of business in Germany with a
major customer the company will resume its growth in 2016. Stable
outlook also reflects Moody's expectation that the prospective
business combination will not have a negative effect on the
company's positioning.

Positive pressure could arise if the company achieves material
and sustained improvement in operating margin, and is able to
reduce debt/EBITDA (Moody's adjusted) towards 4.0x. Upward rating
momentum would also require it to generate positive free cash
flow for a sustained period.

Negative pressure could arise if Moody's adjusted debt/EBITDA
does not fall towards 5.0x by the end of 2015, or if liquidity
substantially weakens. A downgrade could also occur if the
company engages in large debt funded acquisitions.

The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published in June 2009.

Founded in 1987 and headquartered in Belgium, Univeg is a leading
supplier of fresh fruit and vegetables for large retailers in
Germany, Belgium and Netherlands. Together, these three countries
account for c. 79% of 2014 total sales (including discontinued
operations). The company is also a specialist player in France
(tropical fruit), the United Kingdom (tropical and stone fruit)
and the United States (citrus fruit and grapes). Univeg generated
EUR3.3 billion sales in 2014.



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ELIOR SA: Moody's Affirms Ba3 CFR & Alters Outlook to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
rating and the Ba3-PD probability of default rating of Elior S.A.
Concurrently, Moody's has affirmed the B1 rating on the senior
secured notes (due 2020) of Elior Finance & Co SCA. Moody's has
changed the outlook on all Elior's ratings to positive from
stable.

The change to a positive outlook reflects the further track
record of organic growth rates in excess of 3%, the reduction in
interest costs following the refinancing of the company's bank
facilities in December 2014, further deleveraging of the company
since the IPO last year and expectations of continued organic
growth alongside improvements in margins and cash flow generation
in the next 12-18 months.

The ratings reflect the company's strong market positions in its
key markets; its improving geographic diversification following
the majority acquisition in 2013 of TrustHouse Services in the
US; the contractual nature of its revenue streams with rolling
catering contracts, high retention rates, strong cost protection
mechanisms and long term concession contracts; and the potential
for continued growth from increased outsourcing penetration, the
ramp up of renovated motorway concessions and gradually improving
economic conditions.

At the same time, the rating reflects the company's high leverage
(including Moody's adjustments) despite significant deleveraging
following its IPO; the strongly competitive market environment
with competition from small, local businesses to international
companies; and a relatively aggressive financial policy with
significant debt-financed acquisitions and dividend
distributions.

In the year ended September 30, (FY) 2014, Elior achieved revenue
growth of 6.5%, including organic growth of 3.9%, which
represents a significant improvement from the 1.1% organic growth
rate in FY13. The company benefited from a high level of new
contract wins as well as the ramp up of recently renovated
service plazas in Maryland and Florida, whilst sustaining high
retention rates of approximately 93% in its contract catering
division. Reported EBITDA grew by 5.5% to EUR447.3 million with
stable margins which reflects the benefit of cost saving actions,
increased employee tax credits in France and operational leverage
in the concessions division, offset by some underlying price
pressure. Leverage reduced from 6.6x at September 2013 to 4.7x at
September 2014 (on a Moody's adjusted basis) following the IPO
and continued positive trading performance. Current trading in
the quarter to 31 December 2014 shows a continuation of these
trends with organic growth of 3.3% and a slight reduction in
EBITDA margin of 0.2% due largely to seasonal effects. Leverage
at 31 December 2014 is 4.9x on a Moody's adjusted basis
reflecting seasonal working capital movements.

Moody's expects growth to continue at similar rates with some
modest improvements in margin driven mainly by the ramp up of the
renovated turnpikes in the concessions business. Leverage is
expected to reduce to approximately 4.4 -- 4.5x on an adjusted
basis in the next 12 to 18 months.

Cash flows are positive and improving as a result of the IPO and
the refinancing of the company's senior debt in December 2014,
resulting in significantly reduced interest costs. Moody's
anticipates further improvements with free cash flow (FCF) to
debt increasing from 2.1% in FY14 (Moody's adjusted) to around 4-
5% in the next 12-18 months. This is expected to be supported by
lower interest costs, reduced capital expenditure as major
turnpike redevelopments are completed, and lower restructuring
costs as future acquisitions focus is on the US where integration
is expected to be less complex and costly. Cash flows will
however remain relatively low for the rating category which
reflects the aggressive financial policy, debt-funded
acquisitions and ongoing restructuring spend.

The company's liquidity profile is good and is supported by (1)
the undrawn revolving credit facility, which has increased from
EUR170 million to EUR300 million following the senior debt
refinancing; (2) EUR155 million cash balance at December 2014;
(3) its securitization program of EUR300 million which has been
refinanced and extended to March 2018; and (4) no significant
debt repayment until 2019. The company is expected to generate
positive cash flow before acquisitions, but expected to partially
utilize the cash flow and revolver in its acquisition program
which will limit liquidity headroom.

The positive outlook reflects Moody's view that Elior is likely
to show continued organic growth rates in the range of 2-3%,
improving cash generation and deleveraging below 4.5x.

The ratings could be upgraded if adjusted leverage falls below
4.25x on a sustainable basis, with sustainable positive free cash
flow.

Negative pressure on the ratings could occur if adjusted leverage
increases above 5x on a sustainable basis or if free cash flow
turns negative for an extended period. In addition, concerns over
liquidity or covenants could exert negative ratings pressure.

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

Headquartered in France, Elior is a global player in contract and
concession catering and support services. In FY14, the company
generated revenues of EUR5.3 billion and reported EBITDA of
EUR447.3 million.



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PROCREDIT BANK: Fitch Affirms 'BB' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has revised the Outlooks on the Long-term Issuer
Default Ratings (IDRs) of ProCredit Bank Georgia (PCBG) and JSC
Liberty Bank (LB) to Stable from Positive and affirmed the IDRs
at 'BB' and 'B', respectively.  Fitch has also affirmed the
banks' Support Ratings at '3' and '4', respectively.

The revision of the Outlooks follows the revision of the Outlook
on Georgia's sovereign rating to Stable from Positive.

KEY RATING DRIVERS AND SENSITIVITIES: PCBG's IDRS and SUPPORT
RATING

The affirmation of PCBG's 'BB' Long-term IDRs, one notch above
the sovereign rating, and '3' Support Rating, reflect Fitch's
view of the moderate probability of support from the bank's 100%
shareholder, ProCredit Holding AG & Co. KGaA (PCH; BBB/Stable).
Fitch views the propensity of PCH to provide support to PCBG as
high.  The support considerations take into account the majority
ownership, common branding, strong parental integration and a
track record of timely capital and liquidity support from PCH.
However, the extent to which this support can be factored into
PCBG's ratings is constrained by Georgia's 'BB' Country Ceiling,
which captures transfer and convertibility risks.  PCBG's local
currency Long-term IDR also takes into account Georgian country
risks.

Changes to Georgia's sovereign rating, accompanied by a revision
of the Country Ceiling, would be likely to affect PCBG's Long-
term IDRs.  A weakening in our view of the parental support
available to PCBG could also result in a downgrade of PCBG's
support-driven ratings, although this is not expected by Fitch.

KEY RATING DRIVERS AND SENSITIVITIES: LB'S IDRS, SUPPORT RATING
and SUPPORT RATING FLOOR

LB's Long-term IDRs are underpinned by potential government
support, as reflected in its '4' Support Rating and 'B' Support
Rating Floor (SRF).  The affirmation of LB's IDRs, Support Rating
and SRF reflects Fitch's view that the authorities would still
likely have a high propensity to support LB, given the bank's
important social function in Georgia as the country's primary
distributor of pensions and welfare payments and the banks' track
record of government support.

Further movements in LB's support-driven ratings will reflect
those on the Georgia's sovereign rating.  At the same time, the
bank's 'B' Long-term IDR, which is also at the level of the
bank's 'b' Viability Rating (VR) could be upgraded in case of an
upgrade of the VR.  Fitch plans to review the bank's VR, along
with those of other Georgian banks, by end-1H15.

The rating actions are:

ProCredit Bank Georgia

  Long-term IDR: affirmed at 'BB', Outlook revised to Stable from
   Positive
  Short-term IDR: affirmed at 'B'
  Long-term local currency IDR: affirmed at 'BB', Outlook revised
   to Stable from Positive
  Short-term local currency IDR: affirmed at 'B'
  Viability Rating: 'bb-', unaffected
  Support Rating: affirmed at '3'

JSC Liberty Bank

  Long-term IDR: affirmed at 'B', Outlook revised to Stable from
   Positive
  Short-term IDR: affirmed at 'B'
  Viability Rating: 'b', unaffected
  Support Rating: affirmed at '4'
  Support Rating Floor: affirmed at 'B'



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RAPID HOLDING: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term corporate credit rating to Rapid Holding GmbH (Rapid,
the group), prospective top holding company of Germany-
headquartered wind turbine maker Senvion.  The outlook is stable.

At the same time, S&P assigned a preliminary issue rating of 'BB'
and a preliminary recovery rating of '1' to Rapid's proposed
EUR125 million super senior revolving credit facility (RCF).  The
recovery rating indicates S&P's expectations of a very high (90%-
100%) recovery in the event of a payment default.

S&P also assigned a preliminary 'B+' issue rating and a
preliminary '3' recovery rating to Rapid's proposed EUR400
million senior secured notes.  S&P's expectation of a meaningful
(50%-70%) recovery on these notes, in the event of a payment
default, is in the lower half of the range.

Through Rapid, private equity firm Centerbridge plans to raise
EUR400 million of debt to finance the acquisition of Senvion from
Suzlon Energy Ltd.  Senvion is a European manufacturer of onshore
and offshore wind turbine generators with a cumulative installed
capacity of approximately 12 gigawatts worldwide.  S&P's
preliminary 'B+' rating on Rapid reflects its view of the group's
"aggressive" financial risk profile and "weak" business risk
profile, as defined by S&P's criteria.  S&P's assessments reflect
the group's new capital structure as a result of the leveraged
buyout, which was announced on Jan. 22, 2015.  S&P understands
Centerbridge will complete the transaction in the second quarter
of 2015.

"Following the transaction, we estimate that Rapid's Standard &
Poor's-adjusted debt-to-EBITDA ratio will be close to 4x by the
group's fiscal year-end, March 31, 2016.  This is based on our
assumption that Rapid will improve operating margins (EBITDA)
thanks to increased offshore business activities and higher
service revenues.  Our estimates account for financial debt of
about EUR480 million, which includes the newly issued senior
secured notes of EUR400 million and excludes both the EUR125
million undrawn RCF, as well as the EUR825 million guarantee
facility.  Our debt figure also includes approximately EUR25
million mortgage debt and about EUR60 million of operating lease
liabilities.  We do not include cash in our calculation of
Standard & Poor's-adjusted debt, as per our rating methodology,
because the group is owned by a financial sponsor and falls into
our "weak" business risk category," S&P said.

S&P's calculation of the group's debt does not include a
shareholder loan of up to EUR390 million.  The shareholder loan
qualifies for equity treatment, according to S&P's criteria,
notably because it is stapled to the equity, is deeply
subordinated to all existing and future debt instruments, and
because no mandatory cash payments will be associated with these
instruments.  If S&P was to include this instrument in the
group's debt, its adjusted debt-to-EBITDA ratio would be about
6x, based on S&P's projections for the group's EBITDA in 2016.

In S&P's base case, it forecasts that the group will generate
positive, albeit weak, free operating cash flow (FOCF), given its
moderate capital requirements.  S&P notes that very large swings
in working capital have affected the group's cash flows in the
past.

Furthermore, S&P's financial risk profile assessment is
constrained by S&P's view of a financial policy score of
"financial sponsor-5" ("FS-5"), as defined in S&P's criteria,
given the group's private equity ownership structure.  This leads
S&P to assess the group's financial risk profile as "aggressive,"
reflecting S&P's expectation that its Standard & Poor's fully-
adjusted debt-to-EBITDA ratio will remain less than 5x in 2015
and S&P's anticipation that the risk of releveraging beyond 5x is
low. S&P's financial risk profile assessment also incorporates
its opinion of the group's liquidity as "adequate," with adequate
covenant headroom.

"We view Rapid's business risk profile as "weak." The business
risk profile is constrained by the group's limited geographic
footprint: About two-thirds of group sales are generated in
Europe, with a high dependence on the German market.  Moreover,
we regard Rapid as exposed to the policy-driven demand
cyclicality of the wind-power manufacturing industry, as well as
project execution risks that could translate into volatile cash
flows. With about 11% of total sales, the aftermarket business
makes only a small contribution to earnings stability, leading to
high dependency on new projects.  Our "weak" business risk
profile is also a result of the tough competition the group faces
from better capitalized competitors, who are globally more
diversified," S&P said.

Difficult market conditions prompted a continuous decline of
Senvion's reported operating margin (EBITDA) to 5.4% in 2013 from
about 9% in 2011.  The main industry players showed similar
profitability trends.  Declining profit margins have stemmed
primarily from intense pricing pressure, created by pronounced
overcapacity in the industry and the decline in regulatory
support in some regions, notably Europe.  However, Senvion has
recently strengthened its margins, and S&P anticipates further
improvement in the next years, thanks to increased offshore
activities and the higher installed base, which S&P expects will
drive service revenues.  Nevertheless, S&P expects operating
margins to stay below the industry average in the medium term.

Senvion's solid market positions in its core markets, its long-
lasting relationships with its key customers, and its strong
order backlog, which adds some visibility to future revenues and
earnings, support the rating, in S&P's opinion.  S&P believes the
European political support for renewable energies and investment
in offshore wind energy should support Rapid's future sales
generation.  The current financial markets will most likely
continue to support the wind sector with an increasing investor
base.  In S&P's opinion, the group's business risk profile also
benefits from Rapid's low capital expenditure requirements, which
S&P expects will equal about 3%-4% of revenues over its 2016-2017
forecast period.

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

   -- Revenue growth of 0.5%-1.0% in fiscal 2016.  For fiscal
      2017, S&P expects the increase in the offshore business and
      service business to translate into a 5%-7% revenue
      increase.

   -- For fiscal 2016 and 2017, S&P believes that the adjusted
      EBITDA margin will improve to about 7%.  This will be
      supported by the higher-margin offshore activities, cost
      savings from the project POWER initiative, and a higher
      installed base that will drive service revenues.

   -- Rapid will achieve a reduction in working capital through
      its focus on tight working capital management, which should
      support FOCF generation.

   -- Rapid will likely incur only moderate capital expenditures,
      running at about 3%-4% of revenues over 2016 and 2017.

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

   -- Debt to EBITDA of about 4.0x in 2016 and 3.5x in 2017.

   -- Fully adjusted funds from operations (FFO) to debt of about
      13% in 2016 and 16% in 2017.

   -- EBITDA interest coverage ratios of more than 2.4x.

The stable outlook is based on S&P's anticipation that Rapid
could reach adjusted operating margins (EBITDA) of about 7% in
2016 and 2017, with minimal positive FOCF.  In S&P's view, a
Standard & Poor's-adjusted ratio of debt to EBITDA of less than
4.5x and an EBITDA interest cover ratio of about 2.5x in fiscal
2016 and above 2.5x thereafter, treating the shareholder loan as
equity, are commensurate with the current preliminary rating.

S&P might consider raising the rating if Rapid's operating
performance strengthened over the coming two years, coupled with
marked deleveraging.  However, at this stage, the financial risk
profile is restricted by the group's private equity ownership.
An improvement in S&P's assessment of the financial sponsor to
"FS-4" from "FS-5" would be possible, under S&P's criteria, only
if other shareholders owned a material (no less than 20%) stake,
and if S&P anticipated that the sponsor was going to relinquish
control over the medium term.  S&P views the likelihood that any
such development would materialize in the medium term as very
low.

Rating pressure could arise if market conditions became weaker
than expected and Rapid's operating results deteriorated.  This
could squeeze the group's reported EBITDA margin to less than 5%,
weakening the adjusted ratio of debt to EBITDA to more than 4.5x
and depressing the EBITDA interest cover ratio to less than 2.5x.
This scenario could unfold if the European market experiences
dramatic changes in its policies and subsidies by politicians,
causing lower support for the wind energy industry.  The rating
could also come under pressure if the group's FOCF turned largely
negative as a result of adverse working capital swings.


RAPID TOPCO: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate
family rating and a B1-PD probability of default rating to Rapid
TopCo GmbH, the ultimate prospective parent holding company of
the Senvion group. Concurrently, Moody's has assigned a (P)B2
rating to the proposed EUR400 million senior secured notes issued
by Rapid Holding GmbH and guaranteed, among others, by Rapid
TopCo GmbH. The outlook on all the ratings is stable.

"Our decision to assign a B1 CFR balances Senvion group's low
profitability and above-average business risk against its modest
leverage, market leadership positions and stable margins versus
its peers," says Martin Fujerik, the lead analyst for Senvion
group.

Moody's issues provisional ratings for debt instruments in
advance of the final sale of securities or conclusion of credit
agreements. Upon the successful closing of the bond issuance and
a conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the different capital
instruments. A definitive rating may differ from a provisional
rating.

The assignment of a B1 CFR primarily reflects Senvion's (1)
structurally low profitability with mid-single-digit Moody's-
adjusted EBITA margins, which, while broadly in line with other
wind turbine generator (WTG) manufacturers, is below the vast
majority of similarly rated manufacturing companies; (2) limited
product and end industry diversification, with a focus on the
wind market in which continued regulatory support dictates
growth; and (3) geographical concentration risk, with three key
markets (i.e., Germany, France and UK) representing almost 55% of
the group's cumulative installed capacity to date.

However, the B1 CFR assignment balances the aforementioned
constraints against a number of positive factors, including the
Senvion's (1) modest leverage for the rating category (3.7x pro
forma Moody's-adjusted gross debt/EBITDA expected for fiscal year
(FY) 2014-15 ended 31 March 2015); (2) size and market leadership
positions, ranking number four to five worldwide and typically
number two to three in its key markets; (3) historically
relatively stable and resilient profitability compared to some
other WTG competitors as well as some other similarly rated
manufacturing companies, owing to low vertical integration with a
very high share of component outsourcing leading to a fairly
variable cost base and an increasing share of highly profitable
and fairly stable and predictable service business (roughly 10%
of revenues); (4) healthy order book with roughly 1.5 years of
sales (excluding service backlog) as of December 2014, providing
good revenue visibility in the short-term.

The assignment of a (P)B2 rating to the EUR400 million senior
secured bond, which is one notch below the CFR, principally
reflects the bond's subordinated position in the loss given
default waterfall with regards to the super senior secured
syndicated facility in a default scenario, even though the
facility and the bond share the same guarantor and collateral
package. The facility is large enough (i.e., EUR125 million
revolving credit facility and EUR825 million letter of guarantees
facility) to justify the notching of the senior secured bond
below the CFR. The EUR825 million letter of guarantees facility,
although not a cash credit, also enjoys super seniority status
versus the notes.

The stable outlook reflects the rating agency's expectation that
Senvion will in the next 12-18 months (1) maintain a Moody's-
adjusted EBITA margin of around 5%; (2) continue generating
positive free cash flow and (3) improve its leverage, with its
Moody's-adjusted debt/EBITDA moving below 3.5x.

Upward pressure on the rating could arise if Senvion were to
demonstrate its ability to (1) sustain its Moody's adjusted EBITA
margin above 5% (5% expected for FY2014-15); (2) further build on
its track record of meaningful positive free cash flow
generation; and (3) sustainably improve its Moody's-adjusted
debt/EBITDA towards 3.0x (3.7x expected pro-forma for FY2014-15).

Moody's could downgrade Senvion if its (1) Moody's EBITA margin
were to fall sustainably well below 5% (5% expected for FY2014-
15), indicating that it is unable to withstand competitive
pressure in the market; (2) free cash flow turned negative for a
pro-longed period; (3) Moody's-adjusted debt/EBITDA deteriorated
sustainably above 4.0x (3.7x expected pro-forma for FY2014-15);
or (4) liquidity profile deteriorated.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 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.

Rapid TopCo GmbH will be the ultimate parent holding company of
the Senvion group. Headquartered in Hamburg, Germany, Senvion is
one of the leading manufacturers of WTGs. The group develops,
manufactures, assembles and installs WTGs with rated outputs
ranging from 2 MW to 6.15 MW, covering all wind classes in both
onshore and offshore markets. The group does not engage in
project development or wind farm ownership. Senvion employs a
workforce of more than 3,400 worldwide and generated revenues of
almost EUR2 billion in the 12-month period to December 2014, with
cumulative installed capacity worldwide of approximately 12 GW.
Senvion is currently being sold to Centerbridge Partners LP, USA
(unrated) for approximately EUR1 billion.



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


GREECE: Won't Present List of Economic Reforms on Friday
--------------------------------------------------------
Reuters reports Greece will not present a list of economic
reforms to euro zone finance ministers on Friday, April 24, a
senior EU official said, adding the country should be able to
stay solvent until June.

Thomas Wieser, who heads the Eurogroup Working Group that
prepares the decisions for the ministers' meetings, said Greece
would in any case need to provide the list in the coming month,
Reuters relates.

According to Reuters, Mr. Wieser told Austrian broadcaster ORF
late on April 21, "The clock is ticking.  There won't be a new
list in Riga, but over the course of May it must finally be
reached."

"The liquidity situation in Greece is already a little tight, but
it should be sufficient into June."

Greece, which is running out of cash, told its euro zone partners
in February that by the end of April, it would agree with
creditors on a comprehensive list of reforms to get the remaining
EUR7.2 billion from its bailout, Reuters recounts.

Euro zone officials had expected the list to be presented on
April 24 to the ministers meeting in Riga, but such hopes have
dimmed, Reuters relays.

The leftist-led government in Athens remains locked in a stand-
off with its creditors -- the euro zone and the International
Monetary Fund -- over the reforms, Reuters discloses.

Failure to unlock more funds would trigger a default, and
possibly Greece's departure from the euro zone, Reuters notes.



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


ANGLO IRISH: Liquidators Selling Boston's Mandarin Hotel
--------------------------------------------------------
Joseph Checkler at the Daily Bankruptcy Review reports that the
successor to Anglo Irish Bank Corp. is asking for a bankruptcy
court-supervised auction of the hotel, along with retail property
that connects the Mandarin to the Prudential Center on Boston's
Back Bay, close by the Boston Marathon finish line.

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services lowered its long- and short-
term counterparty credit ratings on Irish Bank Resolution Corp.
Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also lowered the senior
unsecured ratings to 'D' from 'B-'.  S&P then withdrew the
counterparty credit ratings, the senior unsecured ratings, and
the preferred stock ratings on IBRC.  At the same time, S&P
affirmed its 'BBB+' issue rating on three government-guaranteed
debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.


EUROCREDIT CDO VIII: Moody's Affirms B2 Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the following
notes issued by Eurocredit CDO VIII Limited:

  -- EUR42,000,000 Class C Senior Secured Deferrable Floating
     Rate Notes due 2020, Upgraded to Aaa (sf); previously on Oct
     31, 2014 Upgraded to Aa2 (sf)

  -- EUR29,000,000 Class D Senior Secured Deferrable Floating
     Rate Notes due 2020, Upgraded to Baa3 (sf); previously on
     Oct 31, 2014 Upgraded to Ba1 (sf)

Moody's also affirmed the ratings on the following notes issued
by Eurocredit CDO VIII Limited:

  -- EUR47,700,000 (Current balance outstanding EUR 21.36M) Class
     B Senior Secured Deferrable Floating Rate Notes due 2020,
     Affirmed Aaa (sf); previously on Oct 31, 2014 Affirmed Aaa
     (sf)

  -- EUR24,500,000 (Current balance outstanding EUR 12.44M) Class
     E Senior Secured Deferrable Floating Rate Notes due 2020,
     Affirmed B2 (sf); previously on Oct 31, 2014 Affirmed B2
     (sf)

Eurocredit CDO VIII Limited, issued in December 2007, is a multi
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European senior secured loans. The
portfolio is managed by Intermediate Capital Managers Limited and
this transaction ended its reinvestment period in January 2011.

The issued liabilities are denominated in EUR, and collateral
assets are denominated in EUR and GBP, with the latter hedged by
a macro swap which has been modelled in Moody's analysis.

According to Moody's, the upgrade of the Class C and Class D
notes is primarily a result of the continued amortization of the
portfolio and subsequent increase in the collateralization
ratios. Moody's notes that on the January 2015 payment date, the
Class A notes have paid down in full by EUR23.73 million, or
5.49% of its original balance, and Class B has amortized by 26.3
million, or 55.13% of its original balance. As a result of this
deleveraging, the OC ratios of the notes have significantly
increased. As per the latest trustee report dated February 2015,
the Class B, Class C, Class D and Class E OC ratios are 529.48%,
178.5%, 122.4% and 107.9%, respectively, versus October 2014
levels of 235.01%, 147.99%, 117.86%, and 107.79%.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having
(a) an EUR pool with performing par and principal proceeds
balance of EUR97.17 million and defaulted par of EUR23.48 million
and (b) a GBP pool with performing par and principal proceeds of
GBP10.32 million and defaulted par of GBP0.0225 million, a
weighted average default probability of 25.52% (consistent with a
WARF of 3,903 over a weighted average life of 3.62 years), a
weighted average recovery rate upon default of 48.17% for a Aaa
liability target rating, a diversity score of 13 and a weighted
average spread of 3.66%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 94.77% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
15%. In each case, historical and market performance and a
collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analyzing.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate of
the portfolio. Moody's ran a model in which it lowered the
weighted average recovery rate of the portfolio by 5%; the model
generated outputs that were within one notch of the base-case
results.

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

Additional uncertainty about performance is due to the following:

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

(2) Recovery of defaulted assets: Market value fluctuations in
     trustee-reported defaulted assets and those Moody's assumes
     have defaulted can result in volatility in the deal's over-
     collateralization levels. Further, the timing of recoveries
     and the manager's decision whether to work out or sell
     defaulted assets can also result in additional uncertainty.
     Moody's analyzed defaulted recoveries assuming the lower of
     the market price or the recovery rate to account for
     potential volatility in market prices. Recoveries higher
     than Moody's expectations would have a positive impact on
     the notes' ratings.

(3) Around 27.7% of the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates. As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions," published
     in October 2009.

(4) Long-dated assets: The presence of assets that mature beyond
     the CLO's legal maturity date exposes the deal to
     liquidation risk on those assets. Moody's assumes that at
     transaction maturity such an asset has a liquidation value
     dependent on the nature of the asset as well as the extent
     to which the asset's maturity lags that of the liabilities.
     Realisation of higher than expected liquidation values would
     positively impact the ratings of the notes.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


WINDERMERE VII CMBS: S&P Lowers Rating on Class D Notes to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Windermere VII CMBS PLC's class B, C, and D notes.  At the same
time, S&P has affirmed its ratings on the class E and F notes.

The rating actions follow S&P's review of the three remaining
loans in this transaction in light of the approaching note legal
final maturity date in April 2016.  All three loans are in
special servicing.

ADDUCTOR LOAN (44% OF THE POOL)

The loan has a securitized balance of EUR48.8 million.  The loan
transferred intospecial servicing in July 2012 after failing to
repay at its scheduled maturity date.  Court proceedings are
ongoing between the special servicer and borrower regarding the
validity of the loan enforcement.

Thirteen mixed retail and office properties in France secure the
loan.  The properties are 75.7% occupied and have a weighted-
average lease term of 1.64 years.

In February 2015, the servicer reported the loan-to-value (LTV)
ratio to be 68.4%.  This is based on a June 2012 valuation of
EUR71.2 million.  S&P believes this value is unlikely to reflect
current market conditions.

S&P has assumed principal losses in its 'B' rating stress
scenario.

NORDOSTPARK LOAN (39% OF THE POOL)

The whole loan balance is EUR55.9 million, with a securitized
loan of EUR42.6 million.  The special servicer has announced that
the proceeds from the full repayment of the securitized loan will
be applied to the notes on the April 2015 interest payment date
(IPD).

MULHEIM LOAN (17% OF THE POOL)

The loan has a securitized loan balance of EUR19.2 million.  The
loan transferred into special servicing in April 2011 after
failing to repay at its scheduled maturity date.  The special
servicer is in discussion to negotiate a lease regear with the
single tenant.

The underlying asset comprises an out-of-town office located in
Mulheim, Germany.  The property is currently let in its entirety
to GMG mbH, which Deutsche Telekom AG wholly owns.  The remaining
unexpired lease term is 0.25 years.

In February 2015, the servicer reported the LTV ratio to be
220.3%.  This is based on a March 2013 valuation of EUR8.7
million.

S&P has assumed principal losses in its 'B' rating stress
scenario.

RATING RATIONALE

S&P's ratings address the timely payment of interest, payable
quarterly in arrears, and payment of principal no later than the
legal final maturity date in April 1, 2016.

S&P understands that the class A2 notes will fully repay on the
April 2015 IPD as a result of the full repayment of the
Nordostpark securitized loan.  The rating actions do not affect
S&P's rating on the class A2 notes.

Although S&P considers the class B and C notes' available credit
enhancement to adequately mitigate the risk of principal losses
from the underlying loans in higher stress scenarios, S&P has
lowered its ratings on these classes of notes because it
considers there to be an increased risk of a payment default on
the last IPD given the approaching legal final maturity date.
Although S&P believes that the property sales will likely occur
before the legal final maturity date, there is no virtual
certainty that these will happen in time to allow the issuer to
repay these notes by their legal final maturity date in April
2016, in S&P's opinion.

Taking the above factor into account, and in accordance with
S&P's credit stability criteria, it has lowered to 'BBB (sf)'
from 'A+ (sf)' and to 'BB (sf)' from 'BBB+ (sf)' its ratings on
the class B and C notes, respectively.

S&P has also lowered to 'CCC- (sf)' from 'B (sf)' its rating on
the class D notes as S&P believes that the repayment of this
class is dependent upon favorable business, financial, or
economic conditions.  S&P believes these notes face at least a
one-in-two likelihood of default, is in accordance with S&P's
criteria.

S&P has affirmed its 'D (sf)' ratings on the class E and F notes
because they have experienced principal losses on a prior
interest payment date.

Windermere VII CMBS is a pan-European multi-loan commercial
mortgage-backed securities (CMBS) transaction that closed in May
2006 with a note balance of EUR782.25 million.  The underlying
pool initially comprised 12 loans secured on real estate assets
in Germany, France, Spain, and Sweden.

RATINGS LIST

Windermere VII CMBS PLC
EUR782.25 mil commercial mortgage-backed floating-rate notes

                                 Rating        Rating
Class            Identifier      To            From
B                973224AD0       BBB (sf)      A+ (sf)
C                973224AE8       BB (sf)       BBB+ (sf)
D                973224AF5       CCC- (sf)     B (sf)
E                973224AG3       D (sf)        D (sf)
F                973224AH1       D (sf)        D (sf)


* IRELAND: Credit Union Rescue Fund Misused, Mazars Report Shows
----------------------------------------------------------------
Charlie Weston at Irish Independent reports that some EUR13
million of credit union money in Ireland was put at risk because
of the way the rescue funds were used, according to the report by
accountancy firm Mazars.

The rescue fund, owned by the Irish League of Credit Unions, is
known as the Savings Protection Scheme (SPS), and details about
it have never been published before, according to the report.

A copy of the Mazars report, seen by the Irish Independent,
outlines a litany of issues.  These include how SPS bailout funds
were given to credit unions, even though they were not in
financial difficulty; missing paperwork; and a failure to follow
full and proper procedures, Irish Independent notes.

It is the biggest financial scandal to hit the credit union
sector since it lost millions of euro on a failed IT system in
2000, Irish Independent states.

Vice-president of the League of Credit Unions Blanche Ronayne
heads the sub-committee of the league which oversees and operates
the fund, according to Irish Independent.

The 90-page review of the SPS was ordered by the league's
supervisory committee, after concerns emerged about how it was
operated, Irish Independent relays.

The Mazars report lays bare the operation of the Savings
Protection Fund (SPS), a rescue scheme for troubled credit unions
set up by the League of Credit Unions in 1989, Irish Independent
discloses.

According to Irish Independent, among other findings, are:

   -- Files were not properly maintained.

   -- There were inadequate checks of credit unions seeking a
      bailout.  The SPS is outside the normal league management
      system.

   -- Credit unions being bailed out were allowed to dictate the
      terms of the bailout.

   -- There were few checks of the amounts of bailout funds being
      demanded.  Mazars also found conflicts between the Central
      Bank and the monitoring department of the league.

   -- Credit unions got approved for bailout funds before it had
      been agreed how much they would need.

   -- Bailout funds were used by recipient credit unions for
      purposes other than those intended.

Credit unions contribute a combined EUR8 million a year to the
SPS fund, which is used to provide bailout support to a local
lender that cannot meet its financial commitments, or has low
reserves, Irish Independent states.



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


NAPLES: Moody's Affirms 'B1/(P)B1' Ratings; Outlook Stable
--------------------------------------------------------
Moody's Investors Service EMEA Limited affirmed the B1/(P)B1
ratings of the City of Naples, and changed the outlook to stable
from negative.

The rating action reflects Naples' initial progress toward
budgetary consolidation, following the adoption and the early
stages of implementation of the Recovery plan agreed with the
central government and approved by the Italian court of accounts.
In October 2014, the Court of Auditors ("Corte dei Conti") gave
its final approval to Naples' recovery plan, concluding a lengthy
process that began in 2012.

The main factors contributing to the stabilization of the outlook
are (1) the administration's renewed commitment to consolidating
its accounts in accordance with the stringent requirements set
out in the plan, (2) the clearing of the city's overdue
commercial payables, and those of its affiliated entities,
through EUR1.2 billion of soft loans provided by the state-backed
bank Cassa Depositi e Prestiti (CdP) (3) the strict oversight of
the Ministry of Finance (MoF) on the implementation of the
Recovery Plan. The MoF has the power to intervene in Naples'
expenses and tax policy, if required.

The plan is a concrete step toward the rationalization of the
city's budgetary structure, which however will require many years
to carry out in full. Execution risks are still possible, and
future revisions of the plan cannot be ruled out. In particular,
uncertainty remains regarding planned asset sales, which will
require constant monitoring.

Naples' B1 rating reflects the city's fragile operating margins,
and the weak economic environment that has put pressure on its
finances, exacerbated by poor tax-collection rates.

At the same time, the city's liquidity has improved thanks to a
cash buffer of EUR220 million provided by the government. The
money is earmarked for future debt repayment.

In 2013 to 2014, a central government on-lending program that
allowed Naples to clear overdue commercial payables, including
some off-balance sheet liabilities, reduced its financial risk.
However, Moody's notes that the program increased the city's net
direct and indirect debt burden to EUR3 billion in 2014 from
EUR1.6 billion in 2012 (respectively 223% and 160% of operating
revenues).

The change of outlook to stable from negative reflects lowered
liquidity risks following the agreement of the recovery plan, and
very close monitoring by the Italian Ministry of Finance and the
Italian Court of Accounts on the timely execution of the plan.

Evidence of a structural fiscal recovery, reduction of deficit,
and an improved liquidity position could lead to upward rating
pressure. An inability to comply with recovery targets and
significant deterioration in the city's liquidity profile would
exert downward rating pressure. Any relaxation in government
monitoring of the city's execution of its recovery plan could
also trigger a downward rating action.

A Moody's review of the latest details of Naples' recovery plan
-- an agreement between the city and the central government --
prompted the publication of this credit rating action on a date
that deviates from the previously scheduled release date in the
sovereign release calendar.

The specific economic indicators, as required by EU regulation,
are not available for Naples, City of. The following national
economic indicators are relevant to the sovereign rating, which
was used as an input to this credit rating action.

Sovereign Issuer: Italy, Government of

- GDP per capita (PPP basis, US$): 35,486 (2014 Actual) (also
   known as Per Capita Income)

- Real GDP growth (% change): -0.4% (2014 Actual) (also known as
   GDP Growth)

- Inflation Rate (CPI, % change Dec/Dec): 0% (2014 Actual)

- Gen. Gov. Financial Balance/GDP: -3% (2014 Actual) (also known
   as Fiscal Balance)

- Current Account Balance/GDP: 1.9% (2014 Actual) (also known as
   External Balance)

- External debt/GDP: [not available]

- Level of economic development: High level of economic
   resilience

- Default history: No default events (on bonds or loans) have
   been recorded since 1983.

On April 20, 2015, a rating committee was called to discuss the
rating of the Naples, City of. The main points raised during the
discussion were: The issuer's fiscal or financial strength,
including its debt profile, has materially increased.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2013.

The weighting of all rating factors is described in the
methodology used in this rating action, if applicable.



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


INTERNATIONAL AUTOMOTIVE: S&P Cuts Corp. Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Luxembourg-based global auto supplier
International Automotive Components Group S.A. to 'B' from 'B+'.
The outlook is stable.

S&P said, "At the same time, our 'B' issue-level rating on the
company's senior secured notes remains unchanged but we have
revised the recovery rating to 4 from 5, indicating our
expectations for average (30%-50%; upper half of the range)
recovery of principal in the event of a default."

"The downgrade incorporates our "vulnerable" assessment of IAC's
business risk profile," said Standard & Poor's credit analyst
Lawrence Orlowski. "As a supplier that primarily focuses on
vehicle interiors, IAC's business is capital intensive and
characterized by high fixed costs, volatile raw material costs,
and pricing pressure from customers and competitors," said Mr.
Orlowski.

Moreover, IAC faced capacity constraints and launched multiple
new programs during 2014, limiting its margin expansion despite a
7.4% increase in revenue compared with 2013. S&P believes that
some of these operational pressures will persist in 2015.

The stable outlook on IAC reflects S&P' view that the company's
financial metrics should stay in line with its expectations for
the current rating, namely a debt leverage metric of less than
4.0x and a FOCF-to-debt ratio of at least 5%.

S&P said, "We could lower our ratings if IAC's FOCF-to-debt ratio
were to fall below 5%, or if we believe that its debt-to-EBITDA
metric, including our adjustments, would exceed 5x on a sustained
basis rather than stay flat or decline. This could occur because
of a downturn in global light vehicle production or a potential
increase in raw material prices.

"We could raise our ratings if we believe that the company was
able improve its business risk profile by realizing operational
efficiencies and achieving better pricing power. This would be
demonstrated by steady EBITDA margin expansion. In addition, we
would expect the company to continue to improve its ability to
recover raw material costs with its customers."



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


LEO-MESDAG: S&P Puts B- Ratings on 2 Note Classes on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on LEO-MESDAG B.V.'s class A, B, C, D, and E
notes.

Dutch commercial mortgage-backed securities (CMBS) transaction
LEO-MESDAG has terms that require step-up amounts to be paid on
all classes of notes if the underlying loan is not refinanced
before August 2014.

On the January 2015 interest payment date, the notes received
step-up amounts lower than their respective step-up coupons.
Under S&P's criteria, failure to pay the step-up may result in
S&P's lowering its ratings on the notes to 'D (sf)'.

S&P is investigating the matter with the relevant transaction
parties but additional information is necessary to take a rating
action.  In accordance with S&P's criteria, it has therefore
placed on CreditWatch negative its ratings on all classes of
notes in LEO-MESDAG.

S&P plans to resolve the CreditWatch placement within the next 90
days.

LEO-MESDAG is a Dutch CMBS transaction that closed in September
2006, with an initial note balance of EUR1.05 billion.

RATINGS LIST

LEO-MESDAG B.V.
EUR1.05 bil commercial mortgage-backed floating-rate notes

                             Rating                 Rating
Class     Identifier         To                     From
A         XS0266637171       BBB+ (sf)/Watch Neg    BBB+ (sf)
B         XS0266638146       BBB (sf)/Watch Neg     BBB (sf)
C         XS0266642171       BB- (sf)/Watch Neg     BB- (sf)
D         XS0266642767       B- (sf)/Watch Neg      B- (sf)
E         XS0266644383       B- (sf)/Watch Neg      B- (sf)


LOWLAND MORTGAGE NO.1: Fitch Affirms 'BB' Rating on Class D Notes
-----------------------------------------------------------------
Fitch Ratings says it does not expect the proposed restructuring
of Lowland Mortgage Backed Securities No. 1 B.V. to have a
negative rating impact on the transaction's notes.

On April 20, 2015, the issuer announced a number of proposed
changes.  The proposed restructuring provides the issuer with the
flexibility to invest certain amounts credited to the financial
cash collateral ledger and the payment interruption ledger into
repurchase transactions instead of keeping the amounts credited
to the ledgers in the issuer's GIC account.

The issuer will enter into a related repurchase agreement with
SNS Bank N.V. (SNS Bank; BBB+/Negative/F2).  The issuer and
Stichting Security Trustee Lowland Mortgage Backed Securities 1
(the security trustee) will enter into a custody agreement with
ING Bank N.V. (the custodian; A+/Negative/F1+) to set up a
custody account in order to periodically receive securities under
the repurchase agreement, provided the custodian has a Short-term
Issuer Default Rating (IDR) of 'F2' and a Long-term IDR of 'BBB'.

Securities eligible as collateral under the repurchase agreement
will be government bonds issued by the Netherlands, Germany or
France with a maximum maturity of 10 years and where the issuer
has an IDR of at least 'AA-'.

The maximum repo amount is capped at the aggregate amount
credited to the financial cash collateral ledger and the payment
interruption ledger, less an amount equivalent to the interest
payments made by the issuer on the previous interest payment
date, which will be kept in the issuer's GIC account.

Fitch has conducted a preliminary analysis of the proposed
changes and does not expect the changes to have a negative rating
impact on the notes issued by Lowland Mortgage Backed Securities
No. 1 B.V., which are rated as:

  Class A1 notes, 'AAAsf', Outlook Stable
  Class A2 notes, 'AAAsf', Outlook Stable
  Class B notes, 'AAsf', Outlook Stable
  Class C notes, 'BBB+sf', Outlook Stable
  Class D notes, 'BBsf', Outlook Stable

Fitch will update its analysis of the ratings taking into account
any actual changes implemented including a review of the final
documentation.



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


ALROSA OJSC: Moody's Raises CFR to 'Ba2', Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Alrosa OJSC to Ba2 from Ba3 and the probability of default rating
(PDR) to Ba2-PD from Ba3-PD. At the same time, Moody's raised
Alrosa's baseline credit assessment to ba3 from b2, and upgraded
to Ba2 from Ba3 the rating on Alrosa Finance S.A.'s 7.75% USD1.0
billion senior unsecured guaranteed notes due 2020. The outlook
on the ratings is stable. This concludes the review initiated by
Moody's on December 23, 2014.

Moody's previously placed ALROSA ratings on review for downgrade
in a general rating action when a total of 45 Russian non-
financial corporate ratings were placed under review, reflecting
the rapid deterioration in the operating environment in Russia,
the heightened risk of a prolonged and acute economic downturn,
and corporate liquidity concerns. Following a reassessment of the
credit profile, the rating action reflects Moody's view that
despite of the inherent risks that remain in the Russian market,
Alrosa has continued to perform in line with Moody's guidance for
a positive rating action, and to maintain a solid liquidity
profile.

The upgrade primarily reflects Moody's view that (1) the pricing
environment for diamonds has remained stronger than previously
factored in by Moody's (2) as a major exporter of diamonds,
Alrosa's financial performance will remain strong and potentially
benefit from the ruble's recent sharp devaluation as well as
diamonds destocking that took place in 2014 and will continue in
2015; (3) the recent strengthening of the liquidity profile; and
that (4) management is committed to further deleveraging in 2015.
The rating is further supported by the company's substantial
global market share of 28% of global diamond output in 2014 and
low cost reserve base.

As ALROSA's principal shareholder is the government of the
Russian Federation, Moody's has applied its Government-Related
Issuer (GRI) rating methodology. The Ba2 CFR is determined by a
combination of (1) a BCA of 13 (on a scale of 1 to 21, where 13
is equivalent to a ba3); (2) the Russian Federation's Ba1 foreign
currency rating; (3) moderate default dependence between ALROSA
and the government; and (4) the moderate probability of
government support. Moody's support assumptions remain unchanged,
and formed part of the rating agency's review.

The GRI assessment of governmental support as moderate reflects
the government's ownership in the company (44% is owned by
Russian Federation) and track record of active support in the
past. The moderate dependence as a GRI input reflects the default
correlation between ALROSA and the government.

About 90% of the company's total revenue in 2014 came from
diamond sales and were therefore denominated in foreign currency.
Moody's estimates that only 10% of the company's costs and 15%-
20% of the company's capital spending is denominated in foreign
currency, which can create positive pressure on the company's
metrics if the Russian ruble weakens. The company's BCA upgrade
has been driven by the fairly stable diamond market in 2014 on
the one hand and a 42% ruble devaluation in 2014 on the other,
which will materially expand the company's revenue in 2015, while
expenses will be subject to local inflation, which Moody's
estimates at about 15%-17% in 2015. The company sold about 3
million carats from its stock piles in 2014, which stood at 15
million carats as of 1 March 2015 (down from 18 million carats as
of 31 December 2013) and plans to continue destocking by selling
about 2 million carats a year from its inventory in 2015 and
2016. This destocking will contribute to solid cash flow
generation and deleveraging in 2015. As a result of these
developments, the company's leverage, as measured by Moody's
adjusted debt/EBITDA was at 2.1x as of 31 December 2014, almost
unchanged compared with 31 December 2013, and remained well below
3x, which was our guidance for upward rating pressure.

ALROSA retains a good liquidity profile. Moody's expects that the
company will generate operating cash flow of approximately $1.4-
$1.7 billion in 2015 on the back of the weak ruble exchange rate
and strong demand from the jewellery sector in the US and
Southeast Asia. These cash flows, coupled with cash balance of
$0.3 billion as of 31 December 2014, will be sufficient to cover
debt repayments during 2015 and 2016 of $0.4 billion and $0.4
billion, respectively, and fund capex of $0.6 billion (including
$0.4 billion of maintenance capex) in 2015.

If such a need arises, Moody's expects that the government will
continue to support the company, both through direct purchases of
diamonds and through support provided by state-owned banks.

Moody's believes that the company could have strategic interest
in acquiring Grib diamond deposit from OAO Lukoil (Ba1 negative),
which has reserves of about 100 million carats and became
operational in 2014. This deposit is located in the Arkhangelsk
region of Russia, just 30 kilometers from Alrosa's Lomonosov
diamond deposit. However, there is no evidence that the companies
are currently in the process of negotiations and Moody's believes
that such an acquisition is unlikely to be completed before 2016.

Moody's notes that the company can still dispose of its 100%
interest in ZAO Geotransgas (unrated) and Urengoy Gas Company
(unrated), when market conditions improve with deal proceeds
applied towards deleveraging or acquisition of the above
mentioned diamond deposit, which would moderate the negative
impact on the leverage. Moody's notes that Beregovoe gas field,
which is developed by ZAO Geotransgas, is operational and
contributed around RUB6.8 billion into consolidated revenue in
2014 (a 20% growth year-on-year).

The stable outlook reflects (1) the company's oligopolistic
market position, with a 28% market share of global diamond output
in 2014; (2) limited supply and robust demand and pricing outlook
reinforced by continuing growth in the main end-user economies
(US, China, India); (3) modest leverage as measured by Moody's-
adjusted debt/EBITDA, which positions the company solidly among
its peers in the global mining sector; and (4) the company's
commitment to further deleveraging by repaying about $1 billion
of debt in 2015.

Positive pressure could develop if the macroeconomic environment
in Russia stabilizes and if Alrosa is able to maintain leverage
as measured by Moody's-adjusted debt/EBITDA, below 2.0x on a
sustainable basis.

Negative rating pressure will develop if (1) leverage as measured
by Moody's adjusted debt/EBITDA exceeds 3.0x on a sustained basis
as a result of unfavorable diamonds market dynamics, sizable debt
funded M&A transaction, substantial capital expenditure or
strengthening of the ruble exchange rate; and (2) the company's
liquidity profile deteriorates. Furthermore, Moody's may revise
the ratings assigned to the bonds should ALROSA incur secured or
other higher priority debt.

The principal methodology used in these ratings was Global Mining
Industry published in August 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 and
the Government-Related Issuers methodology published in October
2014.

Alrosa OJSC (ALROSA) mines, markets and distributes diamonds. The
company produced 36.2 million carats (mln cts) in 2014 (2013:
36.9 mln cts), giving it a world-leading 28% market share of
diamond production as per the company's estimates. ALROSA
operates five mining complexes and a number of alluvial placers
in the Republic of Sakha (Yakutia) in Eastern Siberia, one mine
in Arkhangelsk and has a 32.8% interest in Catoca Mining Company
Ltd in Angola. The company's principal shareholders are the
Russian Federation (43.9% shareholding) and the Sakha Republic
(25% share).


EVRAZ GROUP: Moody's Says Tender Offer is Credit Neutral
--------------------------------------------------------
Moody's Investors Service said that it views as credit neutral
for Evraz Group S.A. (Evraz, Ba3 stable), the announcement on
April 20, that EVRAZ plc (unrated), the parent of Evraz, has
completed its tender offer.

In result of the tender offer, details of which were set out in
the circular to shareholders published on April 1, 2015, a total
of 108,458,508 ordinary shares were successfully tendered at
US$3.10 per ordinary share. The total consideration payable is
around US$336 million. Pursuant to the tender offer, EVRAZ plc
invited shareholders to tender up to a maximum of 8.03% of their
shareholding. The successfully tendered shares represent 7.2% of
the issued share capital.

As set out in the circular, the tender offer will be implemented
on the basis of Morgan Stanley & Co. International plc (Morgan
Stanley) acquiring, as principal, the successfully tendered
ordinary shares at the tender price. Following this purchase, the
company will buy back the successfully tendered ordinary shares
from Morgan Stanley at the tender price. The company intends to
hold the ordinary shares repurchased pursuant to the tender offer
in treasury. The proceeds of the tender offer are expected to be
dispatched to shareholders by April 23, 2015.

Moody's notes that as a result of a robust operating environment
in key markets and supported by ruble and hryvna devaluation in
2014, as well as capex reduction to US$0.5 billion compared with
US$0.8 billion in 2013, the company generated US$0.6 billion in
free cash flows, as adjusted by Moody's, which helped the company
to reduce total debt by US$1.3 billion in 2014 to US$6.9 billion
as at December 31, 2014, while the company's net debt decreased
by US$0.7 billion to US$5.8 billion at December 31, 2014. The
dividend policy has been revised to support the financial
strategy of deleveraging and envisages that regular dividends
will be paid only when the net leverage (net debt to EBITDA)
target of below 3.0x is achieved. The payment of US$336 million
to the shareholders will not affect the leverage of Evraz Group
S.A., though it will impair the group's liquidity by around 0.2x
EBITDA.

Evraz's liquidity as of December 31, 2014 was good, given the
company's cash balances of US$1.0 billion and US$0.5 billion of
availability under committed credit facilities. In 2015, Evraz
will have to repay approximately US$1.0 billion of debt and make
capex investments totalling US$0.4 billion (maintenance) and
around US$0.2 billion (discretionary). Moody's expects that Evraz
will be able to fund these requirements from cash balances and
its healthy operating cash flows, which the rating agency
estimates will be around US$1.7-US$1.9 billion in 2015.

Evraz Group S.A. is one of the largest vertically integrated
steel, mining and vanadium companies in Russia. In 2014, Evraz
sold 15.2 million tonnes of steel products (2013: 15.5 million
tonnes) and reported revenues of US$13.1 billion (2013: US$14.0
billion). In 2014 Evraz generated reported EBITDA of US$2.3
billion (2013: US$1.8 billion).

Evraz's principal assets are steel plants in Russia, North
America, Europe, South Africa and Ukraine, iron ore and coal
mining facilities, as well as logistics and trading assets
located predominantly in Russia. In 2014 Evraz was 85% self-
covered in iron ore and 212% self-covered in coking coal (if 100%
of production volumes of Raspadskaya, OAO (B2 stable), a
subsidiary of EVRAZ plc, are accounted for).

EVRAZ plc currently holds 100% of the company's share capital.
EVRAZ plc is jointly controlled by Mr. Roman Abramovich, Mr.
Alexander Abramov, Mr. Alexander Frolov and Mr. Eugene Shvidler.



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


CAIXA LAIETANA I: Fitch Cuts Rating on Class D Notes to 'CCsf'
--------------------------------------------------------------
Fitch Ratings has downgraded six and affirmed eight tranches of
various AyT RMBS series.  The agency has also revised the Outlook
on two tranches to Stable from Negative.

The transactions are part of a series of RMBS transactions that
are serviced by: Kutxabank, S.A. (Kutxabank; BBB/Positive/F3) for
AyT Kutxa Hipotecario I and AyT Kutxa Hipotecario II, Bankia S.A.
(Bankia; BBB-/Negative/F3) for AyT CGH Caixa Laietana I and Banco
Mare Nostrum S.A (BMN; BB+/Negative/B) for AyT CGH Caja Granada.

KEY RATING DRIVERS

Varied Credit Enhancement

The notes in AyT CGH Caja Granada, AyT CGH Caixa Laietana and AyT
Kutxa Hipotecario II are currently paying sequential.  As the
reserves are not at target and delinquencies are above the
trigger levels a switch to pro-rata is not expected in the near
future.  In some cases the credit enhancement (CE) available in
these structures has not been sufficient to support the ratings,
as reflected in the downgrades.  In the case of AyT CGH Caja
Granada the reserve was fully depleted on November 2014 causing a
principal deficiency ledger (PDL) on the class D of 0.7% of the
collateral balance to be recorded.

For AyT Kutxa Hipotecario I the stable performance has led to a
switch to pro-rata amortization, as delinquencies remain low and
the reserve fund is currently at its target.  For this reason a
reversal to sequential is not expected.

Stable Asset Performance

AyT CGH Caja Granada and AyT CGH Caixa Laietana have shown weaker
asset performance compared to the other Spanish transactions.
The level of three-months plus arrears (excluding defaults) as a
percentage of the current pool balance was 2.6% and 8.2%
respectively.  Although these numbers are decreasing, they remain
significantly above Fitch's index of three-months plus arrears
(excluding defaults) of 1.6%.

Cumulative defaults, defined as mortgages in arrears by more than
18 months, are currently below the average for the sector, but
have increased sharply in recent periods.  Fitch notes that more
mortgages have advanced to later arrears buckets (more than six
months) over the past 12 months and believes that this will lead
to further increases in gross cumulative defaults.

As for the AyT Kutxa Hipotecario deals, AyT Kutxa Hipotecario I
has shown stable arrears levels, at 0.1%, and also low levels of
gross cumulative defaults, currently at 0.5% of the initial pool
balance.  For AyT Kutxa Hipotecario II arrears levels are higher
at 1.2% of the current pool and gross cumulative defaults
continue to rise, currently at 5.1%.  This number has remained
above the Spanish average of 4.6% since 2010.  Fitch believes
that the level of defaults may continue to rise although the
decreasing level of arrears will prevent any sharp increases in
defaults in the future.

Fitch considers that the different performance of the two Kutxa
Hipotecario deals has been mainly explained by the higher
proportion of loans that are linked to the IRPH interest rate
index in AyT Kutxa Hipotecario II (originally 61%%) than in AyT
Kutxa Hipotecario I (originally 0%%).  With an IRPH of 2.4%
versus the 0.2% 12 month-Euribor as of March 2015, the debt
service charge on IRPH loans has been far higher than that of
Euribor-linked loans.

Reserve Fund Draws

The reserve fund for AyT CGH Caja Granada is now fully depleted,
while the reserve fund for AyT CGH Caixa Laietana and AyT Kutxa
Hipotecario II are currently at 48.2% and 11.2% of their
respective targets.  Fitch expects the performance deterioration
and low excess spread to cause these reserve funds to be fully
utilised in the next 12 to 18 months.  This is reflected in the
downgrade of the full capital structure of both AyT CGH Caja
Granada and AyT Kutxa Hipotecario II.

In contrast AyT Kutxa Hipotecario I has a fully funded reserve
fund.  Given the low level of arrears Fitch believes the
transaction will continue to amortize its reserve fund until it
reaches its floor of EUR6.7 million.

High Mortgage Prepayments

Both AyT CGH Caja Granada (13.5% per annum) and AyT CGH Caixa
Laietana (12.8% per annum) have reported high mortgage
prepayments, significantly above the market average (4.6% per
annum).  As these rates are not consistent with the current
macroeconomic environment and levels observed in the market,
Fitch cannot rule out the possibility that some prepayments are
the result of originator support for troubled borrowers by means
of refinancing.  In fact, most of the prepayments came from loans
in arrears.  If refinancing in such circumstances has been
offered in the past, it may not be sustained indefinitely.  This
will explain the recent defaults' rise.

Payment Interruption Risk

Even though the swap documents enable deferral of the swap
payments, Fitch considers the reserve fund insufficient to
sustain ratings above the 'Asf' category for AyT CGH Caixa
Laietana I given the absence of other liquidity means to cover
for payment interruption.

For AyT CGH Caja Granada and AyT Kutxa Hipotecarion II dynamic
cash reserves are sized to cover for one and two payment dates
worth of interest on tranche A and senior fees, respectively.
However, Fitch considers these cash reserves in combination with
the utilised reserve funds insufficient to fully cover payment
interruption risk.  Swap payment deferral is possible for AyT
Caja Granada, however the ratings will not be upgraded above
'Asf' as long as payment interruption risk is not fully
mitigated.  In the case of AyT Kutxa Hipotecarion II, deferral of
swap payments is not possible, and even if the transaction's
performance improves in the future, the ratings will not be
upgraded more than three notches above the rating of Kutxabank
(currently implying a cap of 'Asf').

In contrast AyT Kutxa Hipotecario I has sufficient liquidity to
cover for payments due to the relevant counterparties in case of
default of the servicer and collection account bank.  This
liquidity is in the form of a fully funded reserve fund.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift in interest rates might
jeopardize the ability of the underlying borrowers to meet their
payment obligations.

More volatile arrears patterns and a rapid increase in defaults,
beyond Fitch expectations, could trigger negative rating actions.

The rating actions are:

AyT CGH Caixa Laietana I:

  Class A notes (ISIN ES0312273487): Affirmed at 'A+sf'; Outlook
   revised to Stable from Negative
  Class B notes (ISIN ES0312273495): Affirmed at 'BBBsf'; Outlook
   Negative
  Class C notes (ISIN ES0312273503): Affirmed at 'BBsf'; Outlook
   Negative
  Class D notes (ISIN ES0312273511): Affirmed at 'CCCsf' ; RE 55%

AyT CGH Caja Granada:

  Class A notes (ISIN ES0312273164): Downgraded to 'A-sf' from
   'Asf'; Outlook Negative
  Class B notes (ISIN ES0312273172): Downgraded to 'Bsf' from
   'BBsf'; Outlook Negative
  Class C notes (ISIN ES0312273180): Downgraded to 'CCCsf' from
   'Bsf'; RE 50%
  Class D notes (ISIN ES0312273198): Downgraded to 'CCsf' from
   'CCCsf'; RE 0%

AyT Kutxa Hipotecario I:

  Class A notes (ISIN ES0370153001): Affirmed at 'AA+sf'; Outlook
   Stable
  Class B notes (ISIN ES0370153019): Affirmed at 'Asf'; Outlook
   Stable
  Class C notes (ISIN ES0370153027): Affirmed at 'BBBsf'; Outlook
   Stable

AyT Kutxa Hipotecario II:

  Class A notes (ISIN ES0370153001): Downgraded to 'Asf' from
   'AA-sf'; Outlook Stable
  Class B notes (ISIN ES0370153019): Downgraded to 'BBsf' from
   'BBBsf'; Outlook Negative
  Class C notes (ISIN ES0370153027): Affirmed at 'CCCsf'; RE 60%


GAS NATURAL FENOSA: Moody's Rates Hybrid Securities '(P)Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba1 long-term
rating to the proposed issuance of nine-year Non-Call Securities
(the "hybrid") by Gas Natural Fenosa Finance B.V. (Gas Natural
Fenosa Finance). The notes will be guaranteed on a subordinated
basis by Gas Natural SDG, S.A. (Gas Natural Fenosa, "the group").
The outlook on the rating is stable. The size and completion of
the hybrid issuance remain subject to market conditions.

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

The (P)Ba1 rating assigned to the hybrid is two notches below Gas
Natural Fenosa's Baa2 senior unsecured ratings. This two-notch
differential reflects (1) the unconditional and irrevocable
guarantee given by Gas Natural Fenosa in favor of the hybrid
debtholders on a subordinated basis, and (2) the features of the
hybrid. This security is a perpetual, deeply subordinated hybrid,
and Gas Natural Fenosa Finance can opt to defer coupons on a
cumulative basis.

In Moody's view, the hybrid has equity-like features which allow
it to receive basket 'C' treatment (i.e., 50% equity and 50%
debt) for financial leverage purposes.

Gas Natural Fenosa's Baa2 senior unsecured ratings reflect the
group's balanced asset portfolio, which mitigate earnings'
volatility. The group's operations include (1) sizeable positions
in Spanish gas and electricity distribution, which accounted for
30% of group EBITDA and a smaller 16% from domestic electricity
production in 2014; (2) gas infrastructure and supply which
generated 25%; and (3) substantial assets abroad, mostly in
distribution in Latin America, which accounted for 27% of EBITDA
over the same period.

The ratings take into account the group's recent acquisition of
96.72% of the share capital of the Chilean energy firm Compania
General de Electricidad, S.A. (CGE). The takeover, at a cost of
EUR2.52 billion, was effective from 20 November 2014. Moody's
regards CGE as a good strategic fit for the group, as it has
leading positions in gas and electricity in Chile and provides
access to a key Latin American (LatAm) platform with strong
growth opportunities.

The rating also factors the following: (1) the group's moderately
increased leverage following the acquisition resulting in
proforma Net Debt/EBITDA of 3.2x, according to the company, as at
FYE 2014; (2) the possibility that the group may consider
pursuing future investment opportunities in Chile, such as new
generation, to augment its new growth platform, which could
absorb free cash flow and delay further deleveraging; and (3) the
execution and integration risks associated with a rather sizeable
transaction in a new market for Gas Natural Fenosa.

The rating factors a still challenging domestic operating
environment including a weak evolution of energy demand; and the
risks and financial burdens arising from recent reforms aimed at
eliminating tariff deficits in the Spanish electricity and gas
systems. Moody's believes there is a reduced risk of further
substantial negative effects on revenues following (1)
publication in July 2014 of Royal Decree Law (RDL) 8/2014, which
was followed by Law 18/2014 in October 2014, to address the gas
tariff deficit; and (2) the sequence of reforms designed to
eliminate the electricity tariff deficit and the recent
securitization of the 2013 electricity tariff deficit;
nonetheless, further smaller adjustments to the regulatory and
remuneration frameworks may still be needed.

The stable outlook assumes that the group will continue to
maintain a financial profile consistent with a Baa2 rating; with
RCF/net debt in the mid-teens, FFO/net debt in the high teens to
low 20s in percentage terms, and FFO/net interest cover of more
than 4x.

As the hybrid rating is positioned relative to another rating of
Gas Natural Fenosa, a change in either (1) the relative notching
practice or (2) the senior unsecured ratings of Gas Natural
Fenosa could influence the hybrid rating.

Positive pressure could develop on Gas Natural Fenosa's ratings,
assuming that the group could demonstrate a stable business
profile and maintain a strengthened financial standing with
credit metrics (on a sustainable basis) of FFO/net debt
comfortably in the 20s in percentage terms; RCF/net debt in the
mid to high teens in percentage terms, and FFO interest cover of
more than 4.5x. Given the integration risks relating to the
latest proposed acquisition, positive pressure is unlikely to
develop in the near-term rating horizon.

Conversely, negative pressure could develop on Gas Natural
Fenosa's ratings in the event of any increase in business,
regulatory or political risk within core markets or any
significant growth activity through organic change or
acquisitions that could cause credit metrics to deteriorate;
trending to FFO/net debt in the mid-teens and RCF/net debt in the
low teens and below.

The methodologies used in this rating were Unregulated Utilities
and Unregulated Power Companies published in October 2014, and
Government-Related Issuers published in October 2014.

Gas Natural SDG, S.A. is one of the three major players in the
Iberian power and gas markets. It ranks as the leading domestic
gas supply company and ranks third in power generation. It
reported total EBITDA of EUR4,853 million in 2014.


GAS NATURAL FENOSA: Fitch Assigns 'BB' Subordinated Debt Rating
---------------------------------------------------------------
Fitch Ratings has assigned Gas Natural Fenosa Finance BV's
proposed deeply subordinated hybrid securities an expected rating
of 'BBB-(EXP)'.  The proposed securities qualify for 50% equity
credit.

The proposed notes will be unconditionally and irrevocably
guaranteed by Gas Natural SDG, S.A. (Gas Natural, BBB+/Stable) on
a subordinated basis.  The final rating is contingent on the
receipt of final documents conforming materially to the
preliminary documentation reviewed.

The notes' rating and assignment of equity credit are based on
Fitch's hybrid methodology, dated Nov. 25, 2014.

KEY RATING DRIVERS FOR THE NOTES

Ratings Reflect Deep Subordination

The proposed notes are rated two notches below Gas Natural's
Long-term Issuer Default Rating given their deep subordination
and consequently, the lower recovery prospects in a liquidation
or bankruptcy scenario relative to the senior obligations of the
issuer and guarantor.

Equity Treatment

The proposed securities qualify for 50% equity credit as they
meet Fitch's criteria with regard to deep subordination,
remaining effective maturity of at least five years, full
discretion to defer coupons for at least five years and limited
events of default.  These are key equity-like characteristics,
affording Gas Natural greater financial flexibility.

Equity credit is limited to 50% given the cumulative interest
coupon, a feature considered more debt-like in nature.

Effective Maturity Date

While the proposed notes are perpetual, Fitch deems the
effective, remaining maturity as 2044 (nine-year non-call
hybrids), in line with the agency's hybrid criteria.  From this
date, the coupon step-up is within Fitch's aggregate threshold
rate of 100bps, but the issuer will no longer be subject to
replacement language, which discloses the company's intent to
redeem the instrument at its call date with the proceeds of a
similar instrument or with equity.  According to Fitch's
criteria, the equity credit of 50% would change to 0% five years
before the effective remaining maturity date.  The issuer has the
option to redeem the notes on the first call date in 2024 (nine-
year non-call hybrids) and on any coupon payment date thereafter.

Cumulative Coupon Limits Equity Treatment

The interest coupon deferrals are cumulative, which results in
50% equity treatment and 50% debt treatment of the hybrid notes
by Fitch.  The company will be obliged to make a mandatory
settlement of deferred interest payments under certain
circumstances, including the declaration of a cash dividend.
This is a feature similar to debt-like securities and reduces the
company's financial flexibility.

Importantly, the payment of coupons on outstanding preference
shares, issued by Union Fenosa Financial Services USA LLC in 2003
(outstanding EUR69 million, rated BB+) and Union Fenosa
Preferentes, S.A. in 2005 (outstanding EUR750 million, rated BB)
will not trigger a mandatory settlement of deferred interest
payments on the EUR1 billion hybrid bonds and on the proposed
hybrid bonds.  Both preference share issues do not have the
ability to defer coupon payments without constraints.  Their non-
cumulative cash coupons can only be deferred under certain
circumstances, subject to constraints, including the linkage of
coupon payments to the prior year's net profit.  As a result,
Fitch allocates no equity credit to both issues.  The one-notch
rating differential between the 2003 and 2005 issues reflects the
relative seniority of the former.

KEY RATING DRIVERS FOR GAS NATURAL

CGE Acquisition

Fitch affirmed Gas Natural's ratings on Oct. 16, 2014, following
the company's announcement of an acquisition of Chile's Compania
General de Electricidad SA (CGE, AA-(cl)/Stable) for USD3.3
billion (EUR2.6 billion).  The rating action reflected Fitch's
view that the CGE acquisition will have a moderately positive
impact on Gas Natural's business profile, due to increased
geographical diversification as well as Fitch's expectation of
de-leveraging following the acquisition.  Fitch expects that the
acquisition will temporarily weaken credit ratios to above
Fitch's negative rating guideline in 2015 but Fitch expects funds
from operations (FFO) adjusted net leverage to return to a level
commensurate with the rating (below 4.0x) in 2016-2017.

Moderately Stronger Business Profile

Fitch believes that the CGE acquisition has a moderately positive
impact on Gas Natural's business profile, due to increased
geographical diversification, including Chile (A+/Stable), one of
the highest-rated Latam countries with a predictable regulatory
regime.  As a result of the acquisition, Gas Natural will change
its mix of Spanish versus international business to 49:51 from
56:44, reducing the company's exposure to the Spanish market,
which has been subject to unfavorable regulatory changes in the
past few years.

Fitch considers CGE a sensible strategic fit for Gas Natural due
to its focus on natural gas distribution and electricity
distribution and transmission, the highly regulated character of
its revenues and its leading market position in Chile.  Fitch
expects a moderate reduction in the profitability of CGE's
natural gas distribution business due to planned changes to
regulations.

Temporarily Weaker Credit Metrics

Fitch expects that the acquisition will temporarily weaken credit
ratios to above our negative rating guideline of FFO adjusted net
leverage of close to or 4x in 2015.  This eliminates rating
headroom for the company.  The planned EUR500 million hybrid bond
issue with 50% equity credit will have little positive impact on
the company's net leverage (reducing it by 0.05x).

Fitch projects FFO adjusted net leverage to return to the level
commensurate with the rating (below 4.0x) in 2016 and to improve
further in 2017, due to deleveraging in line with the company's
current strategy.  Fitch expects the company's updated business
plan -- to be delivered by end-2015 -- to communicate a
continuation of this deleveraging trend.

Easing Spanish Regulatory Risk

The recent reforms implemented in Spain for electricity and gas
has successfully tackled the tariff deficit issue.  In a
financially more balanced and sustainable electricity and gas
system Fitch expects regulatory and political risk to decrease.
The company's 2014 revenues were reduced by EUR141 million due to
regulatory changes, of which 70% is from electricity
distribution.  Fitch expects pending reforms (ie, remaining
parameters for electricity distribution, capacity payments and
mothballing) to affect future earnings to a lesser extent.

Balanced Business Profile

The ratings are supported by Gas Natural's integrated strong
business profile in both gas and electricity.  A significant
portion of the company's earnings (52% of 2014 EBITDA) are
regulated and mainly derived from its gas and electricity
distribution activities in Spain and Latam, providing cash flow
visibility.  This is despite the 2012-2014 regulatory changes in
Spain that reduced regulated earnings.

The CGE acquisition will slightly increase the share of regulated
EBITDA.  In addition, about 5% of 2014 EBITDA was quasi-
regulated, comprising mostly long-term contracted generation in
Latam (PPAs).

KEY ASSUMPTIONS

   -- 2015 EBITDA around EUR5.5bn and a CAGR around 5.5% for
      2016-2018

   -- Capex of EUR2bn on average for 2015-2018, including CGE's
      capex needs

   -- Dividends consistent with a 62% payout ratio as per current
      Strategy

   -- Excess positive FCF (after dividends) allocated to de-
      Leveraging

   -- New hybrid issuance of EUR500m with 50% of equity credit
      issued in 2015

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

   -- Reduction of FFO adjusted net leverage to around 3.0x or
      below on a sustained basis and FFO interest coverage around
      5.5x or above on a sustained basis

   -- Improvement in the operating and regulatory environment

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

   -- FFO adjusted net leverage close to or above 4.0x and FFO
      interest coverage below 4.5x on a sustained basis

   -- Substantial deterioration of the operating environment or
      further government measures that substantially reduce cash
      flows

LIQUIDITY AND DEBT STRUCTURE

Gas Natural's liquidity position remains strong.  As of Dec. 31,
2014, Gas Natural had cash and cash equivalents of EUR3.6 billion
plus available committed credit facilities of EUR7 billion, of
which EUR6.1 billon are maturing beyond 2016.  This is sufficient
to meet debt maturities of EUR5.1 billion over the next 24
months.  Fitch expects Gas Natural to generate positive FCF in
2015-2018.

FULL LIST OF RATINGS

Gas Natural SDG, S.A.

Long-term IDR of 'BBB+', Outlook Stable
Short- term IDR of 'F2'

Gas Natural Fenosa Finance BV

Senior unsecured rating of 'BBB+'
Euro commercial paper programme rating of 'F2'
Subordinated hybrid capital securities' rating of 'BBB-'
Proposed ubordinated hybrid capital securities assigned expected
  rating of 'BBB-(EXP)'

Gas Natural Capital Markets, S.A.

Senior unsecured rating of 'BBB+'

Union Fenosa Financial Services USA LLC

Subordinated debt rating of 'BB+'

Union Fenosa Preferentes, S.A.

Subordinated debt rating of 'BB'


GAS NATURAL FENOSA: S&P Rates Sub. Hybrid Capital Notes 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
issue rating to the proposed long-dated, optionally deferrable,
subordinated hybrid capital notes to be issued by Gas Natural
Fenosa Finance B.V. (GNF Finance), a subsidiary of Gas Natural
SDG S.A. (BBB/Stable/A-2), Spain's gas and electricity utility.
Gas Natural will guarantee the notes.

The transaction remains subject to market conditions.

S&P considers the proposed notes to have intermediate equity
content until their first call date because they meet S&P's
hybrid capital criteria in terms of their subordination,
permanence, and optional deferability during this period.

S&P understands that Gas Natural will use the proceeds from the
proposed notes for general corporate purposes.  This may include
the redemption of existing securities.  Replacing securities S&P
views as debt with notes that it treats as 50% equity could
strengthen Gas Natural's balance sheet and support its credit
profile.

S&P believes that Gas Natural is committed to maintaining hybrid
capital as a permanent feature in its capital structure.  The
proposed issuance has no impact on S&P's view of the EUR1 billion
of securities GNF Finance issued in 2014, which S&P also
considers to have intermediate equity content.  Furthermore,
including the proposed hybrid issuance, Gas Natural's total
amount of hybrid securities is significantly below our benchmark
of 15% of capitalization.

S&P arrives at its 'BB+' issue rating on the proposed notes by
notching down from its 'BBB' long-term corporate credit rating on
the guarantor, Gas Natural.  The two-notch differential reflects
S&P's methodology for rating hybrid capital instruments, under
which it deducts:

   -- One notch for subordination because S&P's rating on Gas
      Natural is investment grade (that is, higher than 'BB+');
      and

   -- An additional notch for payment flexibility, to reflect
      that the deferral of interest is optional.

The notching reflects S&P's view that there is a relatively low
likelihood that the issuer will defer interest.  Should S&P's
view change, it may increase the number of notches we deduct to
arrive at the issue rating on the notes.

In addition, because S&P views the proposed notes as having
intermediate equity content, it will allocate 50% of the related
payments on these notes as a fixed charge and 50% as equivalent
to a common dividend, in line with S&P's hybrid capital criteria.
Similarly, S&P will treat 50% of the principal and accrued
interest as debt in calculating Gas Natural's debt.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' PERMANENCE

Although the proposed notes are perpetual, they can be called at
any time for tax, gross-up, rating, or accounting events.
Furthermore, the issuer can redeem them for cash on their first
call date, and on every interest payment date thereafter.  If any
of the events occur, the issuer intends, but is not obliged, to
replace the notes.  In S&P's view, this statement of intent
mitigates the issuer's ability to repurchase the notes on the
open market.  Furthermore, S&P sees a repurchase as unlikely, due
to Gas Natural's commitment to deleveraging.

S&P understands that the interest to be paid on the proposed
notes will increase by 25 basis points 10 years from issuance,
and by a further 75 basis points 20 years after the first call
date.  S&P considers the cumulative 100 basis points to be a
material step-up, which is currently unmitigated by any
commitment to replace the notes at that time.  This step-up
provides an incentive for the issuer to redeem the notes on the
first call date.

Consequently, in accordance with S&P's criteria, it will no
longer recognize the notes as having intermediate equity content
after the first call date because the remaining period until
their economic maturity would, by then, be less than 20 years.
However, S&P will classify the notes' equity content as
intermediate until the first call date as long as S&P believes
that the issuer will not call the notes at that point.  The
issuer's willingness to maintain or replace the notes in the
event of a reclassification of equity content to minimal is
underpinned by its statement of intent.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' DEFERABILITY

In S&P's view, the issuer's option to defer payment on the
proposed notes is discretionary.  This means that the issuer may
elect not to pay accrued interest on an interest payment date
because it has no obligation to do so.  However, any outstanding
deferred interest payment will have to be settled in cash if Gas
Natural declares or pays an equity dividend or interest on
equally ranking securities (excluding the preference shares
issued in 2003 and 2005), or if Gas Natural (or its subsidiaries)
redeems or repurchases shares or equally ranking securities.  S&P
sees this as a negative factor.  That said, this condition
remains acceptable under S&P's methodology because once the
issuer has settled the deferred amount, it can still choose to
defer on the next interest payment date.

KEY FACTORS IN S&P'S ASSESSMENT OF THE NOTES' SUBORDINATION

The proposed notes (and coupons) are intended to constitute
direct, unsecured, and subordinated obligations of the issuer and
guarantor, ranking senior to their common shares and pari passu
with the existing EUR1 billion million hybrid instruments issued
in November 2014.



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


KREDOBANK PJSC: S&P Affirms 'CCC-/C' Counterparty Credit Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long- and short-
term counterparty credit ratings on PJSC KREDOBANK at 'CCC-/C'
and S&P's Ukraine national scale rating at 'uaCCC-'.  The outlook
is negative.

The affirmation factors in the impact on S&P's ratings of the
sovereign downgrade on Ukraine, and, more specifically, S&P's
view that the Ukrainian government is now extremely likely to
restructure its foreign currency commercial debt, which S&P would
see as a default.

In particular, the affirmation of the long-term rating at 'CCC-'
reflects S&P's view that persistently adverse economic and
operating conditions in Ukraine will continue to weigh on
Kredobank's financial profile, especially in the case of a
sovereign default.  However, S&P considers that ongoing and
extraordinary support from Kredobank's 'A-' rated parent, Polish
bank PKO, could help the subsidiary to survive a sovereign
default.  Despite this critical support, there is a risk that the
sovereign will further tighten foreign currency exchange controls
for retail deposits, especially upon a sovereign default.  In
such a case, S&P doesn't expect PKO to be able to help Kredobank
repay its foreign currency deposits on time.  Therefore, the
outlook is negative and the long-term rating will remain close to
the sovereign foreign currency rating.

The lowering of S&P's long-term foreign currency rating on
Ukraine reflected S&P's expectation that a default on Ukraine's
foreign currency central government debt is a virtual certainty.
The Ukrainian government has announced its intention to
restructure its foreign currency commercial debt (Eurobonds).
The government intends to begin discussing debt restructuring
with its external commercial creditors soon and to conclude the
talks by the end of May.  The government's objective is to cover
$15.3 billion in external financing needs as part of a revised
$40 billion financing plan approved by the International Monetary
Fund (IMF). Under S&P's criteria, it expects to classify an
exchange offer or similar restructuring of Ukraine's foreign
currency debt as tantamount to default.

In S&P's view, the extremely high probability of a sovereign debt
restructuring is a significant risk for the banking sector as a
whole.  That said, in S&P's view, continued support from PKO
should mitigate the impact, helping Kredobank to survive the
expected sovereign default.

Assuming a sovereign default, S&P expects significant liquidity
risks stemming from further deposit outflows and S&P expects
Kredobank to increasingly rely on extraordinary parent support to
remain liquid.  Nevertheless, Kredobank managed to withstand
foreign currency retail deposit outflow of about 23% in 2014 and
a further outflow of 5.2% in March 2015, resulting from
devaluation of the Ukrainian hryvnia (UAH).  It achieved this by
reducing its leverage, attracting corporate deposits, and relying
on liquidity lines provided by the parent.  S&P estimates that
PKO provided more than 30% of Kredobank's borrowings at the end
of 2014. Moreover, the National Bank of Ukraine could also
support Kredobank with local currency liquidity in case of need.

S&P anticipates that Kredobank's already very weak capitalization
will come under increasing pressure in 2015.  S&P's stress test
scenario assumes a significant haircut on foreign currency-
denominated Treasury bills (known as "OVDPs") held by Kredobank
and further asset quality deterioration.  Under this scenario,
S&P assumes that Kredobank will require an additional US$50
million of capital during 2015.  Although S&P don't consider a
haircut on Treasury bills to be likely in the short term, it
anticipates that PKO has the willingness and capacity to provide
capital support if needed and keep the Kredobank solvent.

At the same time, in S&P's base-case scenario, it expects that
PKO will continue to maintain Kredobank's capitalization at the
currently weak levels, increasing Kredobank's Tier 1 capital by
about UAH300 million by end-2015.  Kredobank has making losses
since 2008 and S&P expects further net losses in both 2014 and
2015, mainly due to very high credit losses that S&P estimates at
about 14% of its credit portfolio for the period 2014-2015.  S&P
predicts losses despite significant improvement in Kredobank's
net interest margins and ongoing parent support.  PKO's support
has included acquiring UAH372 million in nonperforming loans and
providing an emergency subsidy of UAH52.4 million.

The risk that Ukraine could further tighten foreign currency
exchange controls (implementing controls such as deposit freeze,
deposit redenomination, or deposit haircut) would increase upon
sovereign default, to avoid massive retail deposit withdrawals at
commercial banks.  In such a case, despite PKO's support,
Kredobank (like its domestic banking peers) would be unable to
meet its obligations to retail depositholders on time and in
full, because of imposed restrictions.  S&P would likely view
this as a selective default.  This risk is reflected in S&P's
negative outlook and explains why, despite support from a highly
rated parent, S&P continues to view the creditworthiness of
Kredobank as very close to, although slightly better, than the
Ukrainian
sovereign.

The negative outlook on Kredobank reflects that on Ukraine.  If
S&P sees further tightening of exchange controls and restrictions
of retail deposits withdrawals in Ukraine, S&P would likely lower
the ratings to 'SD' (selective default).

S&P could also downgrade Kredobank, if it considered that
Kredobank's parent PKO was less willing to support it, contrary
to S&P's current expectations.

Any positive action would be contingent on the easing of
sovereign, economic and industry risks in Ukraine.



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


ECO LINK POWER: Wood Energy Acquires Firm's Assets
--------------------------------------------------
Insider Media Limited reports that Gloucestershire-headquartered
Wood Energy has acquired the assets of Eco Link Power Ltd
following the Grantham company's administration last month.

Wood Energy said it would be providing the infrastructure to
deliver the pipeline of work left by Eco Link, adding that the
acquisition would allow it to expand its current offering of
biomass boilers, according to Insider Media Limited.

The report notes that Eco Link installed biomass boilers for
clients in the retail, commercial and public sectors across the
UK.  Some 96 of its products were installed in various Sainsbury
stores and warehouses around the UK, the report relates.

Dean Nelson and Nick Lee of Smith Cooper were appointed as
administrators of the company on March 24, 2015, the report
discloses.

Smith Cooper Director Richard Tonks said Eco Link has grown
"significantly" in recent years thanks to a number of large
products, but had been forced into administration due to
difficulty of sourcing cash, the report notes.

The report relays that Mr. Tonks added: "The large scale projects
Eco Link Power had in the pipeline are testament to the
opportunities in this sector."


GO BANANAS: In Liquidation, Cuts Jobs
-------------------------------------
thebusinessdesk.com reports that Go Bananas, which traded from
Smiths Close in Burntwood, has been placed into liquidation
having ceased to trade in January.

Go Bananas has remained closed since January 2015 when it shut
unexpectedly due to a rent dispute between the owners -- who had
taken over six months beforehand -- and the landlord, according
to thebusinessdesk.com.

Dozens of pre-booked parties had to be cancelled, the report
notes.

Business recovery and insolvency specialists Nick Lee --
nick.lee@smithcooper.co.uk -- and Dean Nelson --
dean.nelson@smithcooper.co.uk -- of Midlands-based accountancy
and advisory firm Smith Cooper, are the liquidators.

Go Bananas is a Staffordshire children's soft play facility.


GREAT HALL 2007-02: Moody's Hikes Ratings on 2 Note Classes to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 16 notes, kept
five of these notes on review for upgrade and affirmed the
ratings of 12 notes in three UK non-conforming residential
mortgage-backed securities (RMBS) transactions: Great Hall
Mortgages No. 1 Plc Series 2006-01 (Great Hall 2006-01) , Great
Hall Mortgages No. 1 Plc Series 2007-01 (Great Hall 2007-01) and
Great Hall Mortgages No. 1 Plc Series 2007-02 (Great Hall 2007-
02).

The rating action concludes the review of 14 notes placed on
review on Dec. 9, 2014.

The rating upgrades reflect (1) better than expected performance
and (2) the deleveraging of the transactions.

The placement on review for upgrade of five notes reflects the
review for upgrade of the swap counterparty and the expected
level of its Counterparty Risk ("CR") Assessment.

The rating affirmations reflect the sufficiency of credit
enhancement.

Moody's has reassessed its lifetime loss expectation taking into
account the collateral performance of the transactions to date.
The level of loans delinquent by more than 90 days decreased in
all three transactions. As a result, Moody's reduced the Expected
Loss to 2.5% in Great Hall 2006-01 down from 2.8% of the original
pool balance. In Great Hall 2007-01, Moody's reduced the Expected
Loss to 4.1% down from 5.0% of the original pool balance and in
Great Hall 2007-02, Moody's reduced the Expected Loss to 4.8%
down from 6.0% of the original pool balance.

Moody's has also revised MILAN CE assumption to 16% in Great Hall
2006-01, to 20% in Great Hall 2007-01 and to 21% in Great Hall
2007-02 from 21%, 26.50% and 27.5% respectively.

Moody's quantitative analysis incorporates the ratings'
sensitivity to increases in key collateral assumptions. The
increases included stress of 1.50x the current EL assumption and
1.2x MILAN CE. Moody's sensitivity analysis would typically
expect to see the ratings fall by no more than one to three
notches using these stressed assumptions. The results of this
analysis limited the potential upgrade of the ratings on the Da
and Db in Great Hall 2006-01, Class Da and Db in Great Hall 2007-
01 and Ca, Cb, Da and Db in Great Hall 2007-02.

The ratings of the Classes A2a, A2b, Ba and Bb notes of Great
Hall 2006-01, Classes A2a, A2b, Ba and Bb notes of Great Hall
2007-01 and Classes Aa, Ab and Ac of Great Hall 2006-02 are
constrained by operational risk.

Western Mortgage Services Limited (NR), a subsidiary of Co-
Operative Bank Plc (Caa2/NP) acts as servicer in the three
transactions, with the Co-Operative Bank Plc itself acting as
master servicer. Moody's considers that the transactions are
exposed to servicer disruption risk as there is no back-up
servicing arrangements in case of servicer disruption.

However, the Bank of New York Mellon (Aa2/P-1), acts as cash
manager, investment and issuer account bank in the three
transactions. In addition, the transactions benefit from a
liquidity facility and reserve funds which partially offset the
lack of back-up servicing arrangement.

Moody's also assessed the default probability of each
transaction's account bank providers by referencing the bank's
deposit rating.

Finally, Moody's analysis considered the risks of additional
losses on the notes if they were to become unhedged following a
swap counterparty default by using the CR Assessment as reference
point for swap counterparties. In addition Moody's uses internal
guidance on the CR Assessments to assess the rating impact on
outstanding structured finance transactions. The internal
guidance is in line with the guidance published in its updated
bank rating methodology and its responses to frequently asked
bank methodology-related questions. As a result, Moody's has
placed on review for upgrade Classes Ca and Cb notes of Great
Hall 2006-01, Classes Ca and Cb notes of Great Hall 2007-01 and
Class Ba of Great Hall 2007-02, reflecting the placement on
review for upgrade of JPMorgan Chase Bank, N.A. (Aa3/P-1) LT
deposit rating. JPMorgan Chase Bank, N.A. is the parent of
JPMorgan Chase Bank, N.A., London Branch (Aa3/(P)P-1), which acts
as the swap counterparty in the three transactions.

Moody's incorporated the updates to its structured finance
methodologies in its analysis of the transactions affected by the
rating actions.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure and (3) improvements in the credit quality of the
transaction counterparties.

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

List of Affected Ratings:

Issuer: Great Hall Mortgages No. 1 Plc Series 2006-01

  -- GBP216.3M Class A2a Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Downgraded to Aa3 (sf)

  -- EUR175M Class A2b Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Downgraded to Aa3 (sf)

  -- GBP25.8M Class Ba Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Affirmed Aa3 (sf)

  -- EUR7.5M Class Bb Notes, Affirmed Aa3 (sf); previously on Dec
     19, 2013 Affirmed Aa3 (sf)

  -- GBP11.5M Class Ca Notes, Upgraded to A1 (sf) and Remains On
     Review for Upgrade; previously on Dec 9, 2014 A3 (sf) Placed
     Under Review for Upgrade

  -- EUR8M Class Cb Notes, Upgraded to A1 (sf) and Remains On
     Review for Upgrade; previously on Dec 9, 2014 A3 (sf) Placed
     Under Review for Upgrade

  -- GBP6M Class Da Notes, Upgraded to A3 (sf); previously on Dec
     19, 2013 Affirmed Baa3 (sf)

  -- EUR11.5M Class Db Notes, Upgraded to A3 (sf); previously on
     Dec 19, 2013 Affirmed Baa3 (sf)

  -- GBP5.6M Class Ea Notes, Affirmed Ba2 (sf); previously on Dec
     19, 2013 Affirmed Ba2 (sf)

Issuer: Great Hall Mortgages No. 1 Plc Series 2007-01

  -- GBP264M Class A2a Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Downgraded to Aa3 (sf)

  -- EUR396M Class A2b Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Downgraded to Aa3 (sf)

  -- GBP47.1M Class Ba Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Affirmed Aa3 (sf)

  -- EUR55.6M Class Bb Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Affirmed Aa3 (sf)

  -- GBP14M Class Ca Notes, Upgraded to A1 (sf) and Remains On
     Review for Upgrade; previously on Dec 9, 2014 Baa3 (sf)
     Placed Under Review for Upgrade

  -- EUR33.4M Class Cb Notes, Upgraded to A1 (sf) and Remains On
     Review for Upgrade; previously on Dec 9, 2014 Baa3 (sf)
     Placed Under Review for Upgrade

  -- GBP19M Class Da Notes, Upgraded to Baa3 (sf); previously on
     Dec 9, 2014 B2 (sf) Placed Under Review for Upgrade

  -- EUR22.9M Class Db Notes, Upgraded to Baa3 (sf); previously
     on Dec 9, 2014 B2 (sf) Placed Under Review for Upgrade

  -- GBP14.5M Class Ea Notes, Upgraded to B3 (sf); previously on
     Dec 9, 2014 Ca (sf) Placed Under Review for Upgrade

Issuer: Great Hall Mortgages No. 1 Plc Series 2007-02

  -- GBP278.8M Class Aa Notes, Affirmed Aa3 (sf); previously on
     Dec 19, 2013 Downgraded to Aa3 (sf)

  -- EUR30M Class Ab Notes, Affirmed Aa3 (sf); previously on Dec
     19, 2013 Downgraded to Aa3 (sf)

  -- US$600M Class Ac Notes, Affirmed Aa3 (sf); previously on Dec
     19, 2013 Downgraded to Aa3 (sf)

  -- GBP75.2M Class Ba Notes, Upgraded to A1 (sf) and Remains On
     Review for Upgrade; previously on Dec 9, 2014 A3 (sf) Placed
     Under Review for Upgrade

  -- GBP9M Class Ca Notes, Upgraded to A2 (sf); previously on Dec
     9, 2014 Ba2 (sf) Placed Under Review for Upgrade

  -- EUR42.1M Class Cb Notes, Upgraded to A2 (sf); previously on
     Dec 9, 2014 Ba2 (sf) Placed Under Review for Upgrade

  -- GBP2M Class Da Notes, Upgraded to Ba1 (sf); previously on
     Dec 9, 2014 Caa2 (sf) Placed Under Review for Upgrade

  -- EUR28M Class Db Notes, Upgraded to Ba1 (sf); previously on
     Dec 9, 2014 Caa2 (sf) Placed Under Review for Upgrade

  -- GBP7.5M Class Ea Notes, Upgraded to B3 (sf); previously on
     Dec 9, 2014 Ca (sf) Placed Under Review for Upgrade

  -- EUR10M Class Eb Notes, Upgraded to B3 (sf); previously on
     Dec 9, 2014 Ca (sf) Placed Under Review for Upgrade


IAFYDS PLC: Set to Liquidate in Early May
-----------------------------------------
Alliance News reports that AIM-listed investment company Iafyds
PLC said it will wind itself up if it hasn't agreed a suitable
transaction that would allow it to continue trading by the end of
April, giving it just days to find a suitable deal.

The company used to be known as Vphase, a developer of energy
saving products for residential and commercial properties, but it
struggled to make headway, which it blamed on government policy,
and it got into financial difficulty, according to Alliance News.
Vphase went into administration in September 2013, selling its
trading units before emerging from the process in January 2014,
the report notes.

The report relates that it then changed its name to Iafyds,
becoming an AIM-listed investment company, which is a company
looking for a new trading business within a fixed amount of time.
It was looking for a UK business that wanted a listed vehicle to
incorporate into, saving costs compared with launching an initial
public offering, the report discloses.

In February of this year, Iafyds entered into a memorandum of
understanding to invest GBP2.1 million by way of convertible loan
into a "retail business operating in a clearly defined sub-sector
of the leisure industry," the report relays.  On March 19,
following the collapse of an acquisition contemplated by the
target company, Iafyds announced this transaction would not
proceed, the report notes.

"During the period under review, we considered investments in a
number of sectors, including transportation, industrial coatings,
software, medical devices and the leisure industry.  For
differing reasons these discussions all failed to result in a
transaction to put before shareholders for approval," Iafyds
said, the report relays.

"The listing of the company's shares on AIM will be cancelled on
August 6, 2015 if a qualifying transaction has not by then been
completed. The directors have concluded that, given the time and
expense involved in completing a reverse takeover transaction the
directors believe that if a suitable transaction has not been
agreed by the end of April 2015, it would be in the best
interests of the company to use the remaining funds to achieve an
orderly wind down of the company's activities," it added.

"Accordingly, in the absence of a potential qualifying
transaction which has the support of the company's controlling
shareholder, the directors intend to commence a liquidation of
the company from the beginning of May 2015," it added, the report
notes.

It reported a GBP83,000 net loss for 2014, which was all
administrative expenses, the report adds.


JARROW BREWERY: In Liquidation Due to Failed Funding
------------------------------------------------
The Shields Gazette reports that the Jarrow Brewery has gone into
liquidation after promised funding failed to materialize.

Managing Director Jess McConell issued a statement promising the
firm would not let its customers down, according to The Shields
Gazette.

"Jarrow Brewery Ltd can confirm that the company was put into
liquidation on 15th April 2015," the report quoted Mr. McConell
as saying.

"It is with regret that the Board has had to take this action,
which is a consequence of the failing of promised planned funding
to materialize, resulting in a cash flow difficulties.  Trading
will not be affected and the newly structured company will be
fulfilling current and future orders to ensure that Rivet
Catcher, McConnell's Irish Stout and the full range of beers will
continue to be enjoyed by drinkers in the heartland of the North
East and through its national customer base," Mr. McConell said,
the report notes.

"It is anticipated that within the next 48 hours that there will
be an announcement regarding the appointment of a new chairman,
who will support and guide the management team as it focuses on
driving the business forward.  There will be no further comments
or statements until the appointment of the new chairman is
confirmed," Mr. McConell added.


LADBROKES PLC: Seeks Creditor Protection After Declining Profits
-----------------------------------------------------------------
Barry O'Halloran at The Irish Times reports that Ladbrokes
Ireland is seeking High Court protection from its creditors and
warns it will have to cut jobs in a bid to rescue the loss-making
business.

Ladbrokes said on April 21 that the High Court has appointed Ken
Fennell as interim examiner to three Irish subsidiaries, Ladbroke
(Ireland), Ladbroke Leisure and Dara Properties, The Irish Times
relates.

According to The Irish Times, the court has also granted them
protection, effectively barring creditors from enforcing any
debts against the three companies for up to three months.

The companies' directors applied to the court for its protection
and for Mr. Fennell's appointment, The Irish Times relays.

"The decision to seek examinership follows several years of
declining profits in Ladbrokes Ireland culminating in a loss
after interest and tax of over EUR5 million in the last financial
year," The Irish Times quotes a statement as saying.

Ladbrokes Ireland retail director, Jackie Murphy, warned that the
examinership is likely to lead to the loss of some of its 840
jobs, The Irish Times recounts.

Ladbrokes is a London-listed bookmaker.


MOTO VENTURES: Fitch Assigns 'B' IDR; Outlook Stable
----------------------------------------------------
Fitch Ratings has assigned UK-based Moto Ventures Limited a final
Long-term Issuer Default Rating (IDR) of 'B' with a Stable
Outlook.  Fitch has also assigned Moto Finance Plc's GBP175
million senior secured fixed- rate notes due 2020 a final rating
of 'B+'/'RR3'. The proceeds of the bond issue were used to
refinance Moto's outstanding bonds of GBP176 million due 2017.

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

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

KEY RATING DRIVERS

Leading UK MSA Operator

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

Regulated Operating Environment

The MSA sector in the UK is highly regulated, with the majority
of regulations governing the establishment of new locations.  The
minimum stipulations include 24-hour access to certain goods and
services such as fuel, drink, restroom and free parking for two
hours, all of which limit the entry of new participants.

Recent regulatory changes have resulted in an increased range of
retail offers and commercial opportunities including alcohol for
both off- and on-sale; the removal of retail and gaming area
square footage restriction; removal of minimum distance
restriction and the increase of alternative-use opportunities,
providing there is no increase in net overall traffic.  These
recent changes have brought about increased commercial
opportunities for MSAs within the framework.

Large Proportion of Freehold Sites

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

Strong Cash-flow Generation

The primary uses of cash are interest payments, followed by
capex. Working capital needs are minimal given the nature of the
business.  Funds from operations (FFO) generation has been strong
over the last three years, and is forecast to remain robust over
the next two to three years.

A non-amortizing, back-loaded bullet debt structure also helps
preserve cash in the business.  However, Fitch do not expect the
cash balance to build with earnings growth as dividends are
expected to be paid, starting in 2016.  Dividend payments will
create a negative free cash flow profile in an otherwise cash-
generative business model.

Vulnerability to Macroeconomic Factors

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

Slow Deleveraging; Limited Growth Potential

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

Above-average Recovery Prospects

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

KEY ASSUMPTIONS

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

   -- Revenue CAGR (excluding fuel) of 3% (2015-2018)
   -- EBITDA margin (excluding fuel) remaining stable at 19% over
      the same period
   -- Capex and dividend payouts as per management guidance
   -- FFO adjusted gross leverage increasing towards 6.8x by end-
      2017 from 6.4x (end-2015), driven by capex drawdowns
      combined with slow earning growth
   -- Liquidity remaining satisfactory throughout the rating
      horizon

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

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

   -- FFO fixed charge cover trending towards 2.0x

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

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

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

   -- FFO fixed charge cover sustained below 1.5x

   -- Evidence of an increasingly aggressive financial policy

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

LIQUIDITY AND DEBT STRUCTURE

The new capital structure includes senior secured bank debt and a
senior secured second lien high-yield bond.  With its new bond
and bank facilities, Moto will face manageable refinancing risk,
with its debt maturities extended to 2020.

Liquidity remains adequate with strong FCF generation, access to
an RCF of GBP10 million and a capex facility.  The non-amortizing
profile of the loans coupled with the bullet maturity of the bond
will help preserve cash in the business.  The main uses of cash
are interest payments and capex, given low inherent working
capital movements.  Fitch expects dividend distributions to take
place from 2016 onwards.  Factoring in such dividend payouts,
Fitch estimates the company would maintain reasonable cash
balances, although post-dividend FCF is expected to turn negative
through the forecast period.


PUNCH TAVERNS: Warns About Contract Changes; Cuts Debt by GBP200M
----------------------------------------------------------------
Malcolm Moore at The Financial Times reports that Stephen
Billingham, Punch Taverns' executive chairman, has warned that as
many as two-thirds of the pub group's landlords could break their
tie to it and start buying their beer on the open market --
forcing the company to offer a more flexible business model.

"We can work out the economic impact," the FT quotes
Mr. Billingham as saying on April 22.  "In the worst-case
scenario, around two-thirds of our pubs could be affected."

Mr. Billingham, who will adopt the role of non-executive chairman
later this summer, said Punch was currently drawing up what its
new market rate contracts will look like, the FT relates.

"It will be a very commercial lease agreement, with renewals in
advance and three months' rent deposit," the FT quotes
Mr. Billingham as saying.

He spoke after Punch reported that net income growth at its core
estate of 2,894 pubs had slowed to 0.5% on a like-for-like basis
in the 28 weeks to March 7 -- down from 1.3% in the last full
year, the FT relays.

Punch, as cited by the FT, said it was on target to reduce its
debt by a further GBP200 million over the next three years,
having already paid down GBP53 million since it restructured its
borrowings.  In the restructuring, the group cut its borrowing by
GBP600 million to GBP1.5 billion, the FT discloses.

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


TESCO PLC: Posts GBP6.38 Billion Loss After Writedowns
------------------------------------------------------
Andrea Felsted at The Financial Times reports that Tesco has
capped a disastrous year with a pre-tax loss of GBP6.38 billion,
the worst performance in its near 100-year history and bigger
than even the most pessimistic analyst expectations.

The retailer, once hailed as Britain's most successful, said on
April 22 that GBP7 billion of writedowns and charges -- primarily
GBP4.7 billion for the slump in the value of its UK store estate
-- pushed it into the red in the year to the end of February, the
FT relates.

The loss compares with a pre-tax profit of GBP2.26 billion the
year before, the FT discloses.  It is one of the biggest losses
in British corporate history for a company that is not a bank,
and compares to Cable & Wireless's deficit of GBP6.4 billion in
2003, the FT notes.

"It has been a very difficult year for Tesco.  The results we
have published [Wednes]day reflect a deterioration in the market
and, more significantly, an erosion of our competitiveness over
recent years," the FT quotes Dave Lewis, chief executive, as
saying.

The slide into the red adds to an annus horribilis for Tesco, in
which it ousted its chief executive, Philip Clarke, after its
worst sales performance in 40 years, replacing him with
Mr. Lewis, the FT relays.

Just weeks after taking up his new role, Mr. Lewis announced that
first-half profit had been overstated by GBP250 million, sparking
a series of inquiries, including by the Serious Fraud Office, the
FT discloses.

Tesco subsequently revealed in October that the overstatement was
in fact GBP263 million, as it also parted company with its
chairman Sir Richard Broadbent, the FT recounts.

The property writedowns reflect the reduction in the value of
Tesco's UK store estate, as Britain's supermarkets come under
pressure from consumers moving away from doing big weekly shops
at out-of-town superstores, and the rise of the no-frills
discounters Aldi and Lidl, the FT states.

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


WRANGATON GOLF CLUB: Sold Out of Liquidation to Rival
-----------------------------------------------------
Plymouth Herald reports that Wrangaton Golf Club has been bought
by nearby Bovey Tracey Golf Club.

Ian Walker -- ian.walker@begbies-traynor.com -- a partner at
business rescue and recovery specialist Begbies Traynor, was
appointed liquidator of Wrangaton (South Devon) Golf Club Ltd on
January 29 after the club experienced declining membership
subscriptions, according to Plymouth Herald.

The report notes that the sale for an undisclosed sum completed
April 21 with the new membership year expected to commence from
May 1.

Formerly competitors, the two clubs, now under the same
ownership, will be able to provide members and visitors with a
shared golfing experience, the report relays.

The report discloses that a statement from new owners the Barter
family, of Bovey Tracey Golf Club, said: "We are delighted and
honoured to be taking on ownership of Wrangaton Golf Club and
will be working hard, together with our staff to ensure its
future success.  Being located in such a beautiful part of the
world, we know there is real potential for the club to increase
its membership and attract golfers from across the country.

"Crucially, we see Wrangaton as complementary to Bovey Tracey,
the two clubs will each retain their own identity, but members
will have the opportunity for dual membership if they wish,
enabling them to play both courses.  We will be contacting
Wrangaton Golf Club members about new membership arrangements in
due course," the statement added, the report notes.

The report relays that Mr. Walker, of Begbies Traynor's Exeter
office, said: "We are delighted to announce the sale of Wrangaton
Golf Club to Jane and Richard Barter. As experienced and
successful golf club managers, we have no doubt that they will
ensure Wrangaton Golf Club now goes from strength to strength."


                            *********

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-
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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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Editors.

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

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                 * * * End of Transmission * * *