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

                           E U R O P E

          Wednesday, April 29, 2015, Vol. 16, No. 83

                            Headlines

C Y P R U S

CYPRUS: Impact of Insolvency Law on Aid Talks Still Uncertain
CYPRUS: Fitch Affirms 'B-' Issuer Default Rating


F R A N C E

CROWN EUROPEAN: S&P Assigns 'BB' Rating to New EUR600MM Notes
REXEL SA: Fitch Affirms 'BB' Long-term Issuer Default Rating


G E O R G I A

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


G E R M A N Y

PRIME 2006-1: S&P Affirms 'CC' Rating on Class E Notes


G R E E C E

GREECE: Revamps Negotiating Team in Bailout Talks


I R E L A N D

ARBOUR CLO: Fitch Affirms 'B-sf' Rating on Class F Notes
EIRCOM HOLDINGS: Fitch Raises LT Issuer Default Rating to 'B'


I T A L Y

RIZZO BOTTIGLIERI: United States Recognizes Italian Proceedings


K A Z A K H S T A N

EURASIAN BANK: Moody's Cuts LT Deposit & Debt Ratings to 'B2'
KASPI BANK: Moody's Cuts Senior Unsecured Debt Ratings to 'B2'


N E T H E R L A N D S

TECHNIPLAS LLC: Moody's Assigns (P)B3 Corporate Family Rating
WOOD STREET CLO V: S&P Affirms BB+ Rating on Class D Notes


N O R W A Y

LYNGEN MIDCO: S&P Assigns 'B+' Corp. Credit Rating


R U S S I A

KOKS OAO: Fitch Affirms 'B' IDR, Outlook Stable
MOBILE TELESYSTEMS: Moody's Affirms Ba1 CFR; Outlook Negative
SISTEMA JOINT: Moody's Alters Outlook on B1 CFR to Positive
VIMPELCOM LTD: Moody's Sees Financial Metrics to Recover in 2016


S L O V A K   R E P U B L I C

VAHOSTAV-SK: Slovak President Signs Insolvency Amendment Bill


S P A I N

CIRSA GAMING: S&P Affirms 'B+' Corp. Credit Rating
GAS NATURAL: Moody's Rates EUR500MM Hybrid Securities 'Ba1'
GAS NATURAL: Fitch Assigns 'BB+' Rating to Subordinated Debt


U K R A I N E

UKREXIMBANK: Creditors Back Bond Repayment Extension


U N I T E D   K I N G D O M

CVC CORDATUS III: Fitch Affirms 'B-sf' Rating on Class F Notes
INDUS PLC: DBRS Lowers Class C Debt Rating to 'D'
PETRA DIAMONDS: Moody's Assigns (P)B1 Corporate Family Rating
TESCO PLC: Fitch Lowers IDR to 'BB+'; Outlook Negative
TULLIS RUSSELL: In Administration; 325 Jobs Affected

X-SUBSEA: Losses, Cash Flow Prompt Administration


                            *********


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C Y P R U S
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CYPRUS: Impact of Insolvency Law on Aid Talks Still Uncertain
-------------------------------------------------------------
John O'Donnell at Reuters reports that the European Central Bank
on April 27 said Cyprus's international lenders have yet to
decide if recent changes to the island's insolvency law are
enough to allow an outstanding review of its aid program to be
concluded.

Earlier this month, lawmakers in Cyprus approved legislation
governing foreclosures, paving the way for the island to join the
ECB's sovereign bond-buying program, Reuters relates.  But the
ECB said no final decision had been taken as to whether the
Cypriot action was enough to meet the terms of its aid-for-reform
program, Reuters notes.

"The three institutions (International Monetary Fund, European
Central Bank, European Commission) are currently in Nicosia and
reviewing the detailed information on the insolvency frameworks
and other laws that the Cypriot parliament passed," Reuters
quotes a spokesman as saying.  "A final assessment on whether
recent actions suffice to close the current review has therefore
not been taken yet."


CYPRUS: Fitch Affirms 'B-' Issuer Default Rating
------------------------------------------------
Fitch Ratings has affirmed Cyprus's Long-term foreign and local
currency Issuer Default Ratings (IDRs) at 'B-' with a Positive
Outlook.  The issue ratings on Cyprus's senior unsecured foreign
and local currency bonds have also been affirmed at 'B-'.  The
Country Ceiling has been raised to 'BB-' from 'B' and the Short-
term foreign currency IDR has been affirmed at 'B'.

KEY RATING DRIVERS

Public debt, at around 107.1% of GDP in 2014, is more than double
the 'B' category median of 47%.  The high debt ratio reduces the
fiscal scope to absorb any additional domestic or external
shocks. However, the recent fiscal over-performance has improved
the public debt dynamics.  The general government debt to GDP
ratio is expected to peak at just over 110% in 2015 and 2016 and
will ease to around 90.7% by 2022.  Fitch no longer assumes the
full EUR10 billion financial envelope of the EU-IMF program will
be used.  The strong budget performance implies the buffers in
the program have grown close to EUR3 billion (17% of GDP).

The underlying trend for public finances has been positive.  The
fiscal deficit in 2014 was 0.2% of GDP (8.8% of GDP including the
one-off capital injections to the co-operative sector) compared
with Fitch's forecast of 3.3% in October.  The over-performance
reflects a combination of higher tax revenues and lower than
expected expenditure across most items.  The strong budget
execution should help keep future deficits lower.  Fitch expects
the fiscal deficits to average 0.8% from 2015 to 2018.

Despite the recent performance, the risks to EU-IMF program
implementation remain elevated.  The government does not hold a
majority in parliament, which has created obstacles to the timely
passing of insolvency and foreclosure laws.  There is a
significant risk that privatization plans required under the
program will not be fully implemented, leading to further delays
to program reviews.

The environment for Cyprus's banks remains challenging,
especially with regards to weak asset quality.  The stock of
sector non-performing loans (NPLs) reached an exceptionally high
50% of gross loans at end-2014 from around 46% at end-April 2014.
The ECB's Comprehensive Assessment found a shortfall in capital
based on end-2013 data, but this had already been raised.  The
co-operative sector required EUR1.5 billion of public injections
in 2014, which was part of the EU-IMF program envelope.

The removal of the remaining capital controls in April has led to
the Country Ceiling being raised by three notches to 'BB-'.
There has been an incremental relaxation of these controls over
the past 18 months.  Their easing and eventual removal has not
led to any material financial or economic instability.  Domestic
banks' deposits increased in 2H14 and have remained broadly
steady in the first four months of 2015.

As a country still in the midst of a post-crisis adjustment,
Cyprus is among the most vulnerable eurozone sovereign to a
disorderly Greek exit.  The direct linkages between the two
economies have been reduced in recent years and are not large.
However, the impact on depositor and investor confidence is
harder to gauge.  Fitch's base case is that Greece will remain a
member of the eurozone, but recognizes that 'Grexit' is a
material risk. Although a Greek exit would represent a
significant shock to the eurozone that could spark a bout of
financial market volatility and dent confidence, Fitch does not
believe it would precipitate a systemic crisis like that seen in
2012, or another country's rapid exit.

Economic conditions in Cyprus remain challenging, with output
forecast to decline by 0.8% in 2015, the fourth consecutive year
of contraction.  The GDP fall of 2.3% in 2014 is better than the
3% expected by Fitch in October.  Private consumption has been
more resilient than expected.  Households have also been spending
their savings, but there is uncertainty over the sustainability
of this trend.

Near-term liquidity risk for the government is low.  There are no
major bond redemptions due until November 2015.  Using the
proceeds of market borrowing in 2014, the government has smoothed
the maturity profile of its debt in 2016-2017, reducing
refinancing risks.  The passing of the insolvency law through
parliament on April 18, should trigger the activation of the
foreclosure law and pave the way for further official funding.
EU-IMF program reviews and funding had been suspended until the
foreclosure law was implemented.  The law should strengthen the
foreclosure framework and address the high banking NPL problem.

RATING SENSITIVITIES

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

   -- Further progress in implementing reforms contained in the
      EU- IMF program.

   -- Further signs of a stabilization in economic output and the
      banking sector, including a credible strategy to deal with
      the large NPL overhang.

   -- Improvements in export performance that help facilitate the
      rebalancing of the economy.

   -- A sustained track record of market access at affordable
      rates.

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

   -- A weakening in the pace of fiscal consolidation, resulting
      in a less favorable trajectory of debt to GDP.

   -- A recession that is materially deeper or longer than
      assumed by Fitch or deflation which would have adverse
      consequences for public debt dynamics.

   -- Re-intensification of the banking crisis in Cyprus.

   -- A sustained period of deadlock with official creditors
      coupled with a lack of market access, putting pressure on
      government and banking system liquidity.

KEY ASSUMPTIONS

In its debt sensitivity analysis, Fitch assumes a primary surplus
averaging 2.5% of GDP, trend real GDP growth averaging 1.4%, an
average effective interest rate of 3.1% and GDP deflator
inflation of 1.5%.  On the basis of these assumptions, the debt-
to-GDP ratio would peak at just over 110% in 2015 and 2016, and
edge down slowly to 84.9% by 2024.

Debt-reducing operations specified in the EU-IMF program such as
privatization (EUR1.4 billion by 2018) and an asset swap for a
government loan held by the Central Bank of Cyprus (EUR1 billion)
are not considered in Fitch's debt dynamics.  Fitch's projections
also do not include the impact on growth of potential future gas
reserves off the southern shores of Cyprus, the benefits from
which are several years in the future, although now less
speculative.

Fitch assumes that there will be no material escalation in
developments between Russia and Ukraine that would lead to a
significant external shock to the Cypriot economy.  Tourism from
Russia has been rising and Russians account for a sizeable share
of foreign deposits in banks.

The European Central Bank's asset purchase program should help
underpin inflation expectations, and supports our base case that,
in the context of a modest economic recovery, the eurozone will
avoid prolonged deflation.  Fitch also assumes gradual progress
in deepening financial integration at the eurozone level and that
eurozone governments will tighten fiscal policy over the medium
term.



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F R A N C E
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CROWN EUROPEAN: S&P Assigns 'BB' Rating to New EUR600MM Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
senior unsecured debt rating and '3' recovery rating to the
proposed EUR600 million senior unsecured notes due 2025 to be
issued by Crown European Holdings S.A., a wholly owned subsidiary
of Crown Holdings Inc. (Crown).  The '3' recovery rating
indicates S&P's expectation of meaningful (50% to 70%; in the
upper half of the range) recovery if a payment default occurs.
Although S&P's analysis suggests the potential for these
noteholders to realize a full recovery with the existing capital
structure, S&P generally caps unsecured recovery ratings on debt
issued by 'BB' category companies at '3' -- as S&P has done
here -- to reflect the heightened risk that companies in this
category may change their capital structure in ways that would
impair unsecured recovery prospects.

The company plans to use note proceeds, along with cash on hand,
to repay Crown Americas' term loan B, to pay related fees and
expenses, and for general corporate purposes.

At the same time, S&P raised its issue rating on the company's
existing senior secured credit facilities to 'BBB-' from 'BB+'
and revised the recovery rating to '1' from '2'.  The '1'
recovery rating indicates S&P's expectation of very high (90% to
100%) recovery if a payment default occurs.  This improved
recovery rating reflects a sizable reduction in the credit
facility due to the proposed refinancing.

All S&P's other ratings on Crown and its subsidiaries remain
unchanged.  An updated summary of our recovery analysis is
provided.

S&P bases its 'BB' rating on Crown on S&P's assessment of a
"satisfactory" business risk and "aggressive" financial risk
profile for the company.  All modifiers are neutral for the
rating.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's analysis continues to assume a simulated default in
      2018 and a gross enterprise value (EV) of US$5.525 billion.
      A payment default would require a substantial and
      unexpected decline in profitability and cash flow, likely
      resulting from a sharp drop in demand for metal containers,
      cost pressures, and client attrition and substitution of
      plastic for metal packaging.  The assumed default year is
      sooner than S&P would normally assumes for a 'BB' rated
      company, mainly due to large debt maturities that year.

   -- S&P assumes roughly 25% of this value relates to the U.S.
      (Crown Americas and domestic subsidiaries), 45% to foreign
      subsidiaries (Crown European Holdings and subsidiaries),
      and 30% to various joint venture (JV) interests.

   -- Credit facility borrowings in the U.S. benefit from a lien
      on most domestic assets (excluding mortgages on real estate
      and 35% of the equity in foreign subsidiaries) and 65% of
      the equity in first-tier foreign subsidiaries.  Direct
      borrowings by foreign subsidiaries have additional
      guarantees and collateral.  S&P assumes the US$1.2 billion
      revolver is 85% drawn at default, with one-half borrowed
      abroad.  A collection allocation mechanism would equalize
      recovery rates for all bank tranches, despite better
      guarantor and collateral terms for non-U.S. borrowings.

   -- Senior notes issued by Crown European Holdings would have a
      structurally senior claim to the non-U.S. EV (relative to
      U.S. debt), although this claim is unsecured and
      effectively junior to foreign secured borrowings.  Although
      S&P's analysis suggests the possibility of a full recovery,
      it has capped its recovery rating on this debt at a '3'.
      This reflects S&P's practice of capping unsecured recovery
      ratings on debt issued by 'BB' category companies at '3' to
      reflect the heightened risk that such companies may change
      their capital structure in ways that would impair
      unsecured recovery prospects.

   -- Senior notes issued by Crown Americas have unsecured
      guarantees by domestic entities, while the debentures
      issued by Crown Cork and Seal do not have guarantees from
      operating subsidiaries and are considered structurally
      subordinated with regard to most other claims.

Simulated default and valuation assumptions
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $850 million
   -- EBITDA multiple: 6.5x

Simplified waterfall
   -- Net EV (after 7% administrative costs): $5.138 billion
   -- Valuation split in % (JVs/Crown European/Crown Americas):
      30/45/25
   -- JV net EV: $1.541 billion
   -- JV direct borrowings (estimated): $353 million
   -- JV third party equity interests: $282 million
   -- Residual JV value (split Crown Americas/Crown European):
      $907 million (84%/16%)
   -- Crown European EV: $2.312 billion
   -- Adjustment to Crown European EV for accounts/receivables
      securitization:
   -- $90 million
   -- Net value from JV interests: $759 million
   -- Adjustment to Crown European EV for pensions/other
      postemployment benefits: $198 million
   -- Foreign credit facility borrowings: $1.064 billion
   -- Crown European unsecured notes: $1.400 billion
      --Recovery expectations: 50% to 70% (upper half of range)--
   -- Residual value available to U.S. creditors: $319 million
   -- Crown Americas EV: $1.285 billion
   -- Adjustment for U.S. accounts/receivable securitizations:
      $82 million
   -- Net value from JV interests: $148 million
   -- Net value to U.S. creditors: $1.351 billion
   -- Estimated credit facility collateral value: $2.442 billion*
   -- Secured credit facility debt: $2.589 billion
   -- Estimated recovery from collateral/total: 94%/95%
      --Recovery expectations: 90% to 100%
   -- Total value available to unsecured claims: $292 million
   -- Crown Americas senior unsecured notes: $1.744 billion
   -- Deficiency claim on secured credit facility: $147 million
   -- Domestic pension rejection/amendment claim: $150 million
      --Recovery expectations: 10% to 30% (lower half of the
      range)
   -- Remaining value for debentures: $0
   -- Unguaranteed debentures: $429 mil.
      --Recovery expectations: 0% to 10%

Notes: All debt amounts above include six months of prepetition
interest.

* Estimated collateral available to the credit facility includes
  direct foreign borrowings of about $1 billion, $1.15 billion
  from Crown Americas (90% of the net U.S. EV, which reflects a
  rough adjustment for the lack of mortgages on real property),
  $148 million from net JV interests, and 65% of the equity value
  in Crown European ($207 million).  S&P assumes the $1.2 billion
  revolving credit facility is 85% drawn at default, with 50% of
  this amount borrowed abroad.  S&P's analysis assumes
  adjustments or claims for postretirement liabilities of 50% of
  the underfunded amounts.

RATINGS LIST

Crown Holdings Inc.
Corp credit rating                     BB/Stable/--

New Ratings
Crown European Holdings S.A.
EUR600 mil sr unsecd notes due 2025    BB
Recovery rating                        3H

Rating Raised; Recovery Rating Revised

                                       To        From
Crown European Holdings S.A.
Crown Americas LLC
Crown Metal Packaging Canada L.P.
Senior secured                         BBB-      BB+
Recovery rating                        1         2


REXEL SA: Fitch Affirms 'BB' Long-term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed French-based electrical distributor
Rexel SA's Long-term Issuer Default Rating (IDR) at 'BB' and
Short-term IDR at 'B'. The Outlook is Stable. Fitch has also
affirmed Rexel's senior unsecured rating at 'BB' and its EUR500
million commercial paper program at 'B'.

Rexel's ratings reflect the balance of the company's fairly low-
risk business profile as a worldwide leading distributor of
electrical products and its weak financial profile. Fitch takes a
positive view of the ongoing diversification of group sales
outside of mature Europe and towards higher added-value products.
Although this is currently affecting margins, it should enhance
revenues and profitability over the longer term. Due to remaining
uncertainty over the pace of profit recovery, maintaining strong
cash flow conversion and a conservative financial policy are key
to deleveraging towards levels consistent with the current
ratings by 2016.

KEY RATING DRIVERS

Timid Sales Recovery

Organic sales rebounded 1.1% in 2014, following two years of
decline. This reflects a strong recovery of the US market (25% of
group's 2014 sales) and a milder recovery in Europe, where growth
continued to be dragged down by key markets such as France (33%
of 2014 European sales).

Fitch conservatively forecasts organic sales growth in the low
single digits over the next three years mainly due to likely
persistent weaknesses in several core European markets and, to a
lesser extent, the negative impact of low oil and copper cable
prices (together representing approximately 18% of group 2014
sales).

Operating Margin Pressure

Rexel's EBITDA margin fell to 5.5% from 6.1% between 2012 and
2014. This reflected tough market conditions in higher-margin
Europe (6.3% EBITA margin) and concomitant recovery in lower-
margin North America (34% of 2014 group sales, 4.6% EBITA
margin), negative mix effect from lower-margin projects and
operating investments to streamline the group's cost structure.

Fitch expects mild margin recovery towards 5.8% in 2017,
supported by low organic sales growth and management's
initiatives to optimize group gross margin and the operating cost
structure. In addition, completing the announced divestment of
certain less profitable businesses and potential economies of
scale from acquisitions should support profitability. However,
Fitch believes greater margin enhancement remains reliant on a
stronger market recovery in Europe.

Free Cash Flow Critical

Fitch expects pre-dividend free cash flow (FCF) margin to remain
above 2% in the next three years, a healthy level for the current
ratings. Rexel has demonstrated its ability to remain cash flow-
generative throughout economic cycles, due to low capital
intensity and the countercyclical nature of its working capital
needs, combined with tight management.

In 2013-2014, the group maintained a high level of FCF despite a
drop in EBITDA, due to resilient cash flow conversion and
shareholder support, with 72% of dividend payments made through
shares over this period. Fitch expects management to maintain
strict financial discipline, supporting average annual FCF
generation of EUR240 million over the next three years.

Financial Flexibility, M&A Appetite

Rexel's business model is geared towards growing via
acquisitions, as opposed to capex. This enables continuing
positive FCF generation but makes the pace of deployment of
resources for growth less predictable. Overall, Fitch positively
views Rexel's acquisition strategy as it should lead to improved
product and geographic diversification as well as a higher
operating margin (through economies of scale).

However, maintaining a prudent financial policy, which includes a
flexible approach towards allocating resources between M&A and
cash dividends to cap total cash outlays in a given year, remains
a critical safeguard for the ratings. In its 2015-2017 rating
case, Fitch has assumed EUR300 million acquisition spending and
50% of dividends paid in shares per annum.

Weak Credit Metrics

Rexel's 2014 lease-adjusted FFO net leverage (taking into account
EUR959.6 million readily available cash) was high at 5.2x and
slightly above our negative rating guideline of 5.0x. This high
leverage results from high acquisition spending in 2012, followed
by two years of difficult economic conditions and initiatives to
diversify the group's business model, all resulting in lower
profitability.

Under Fitch's current assumptions (mild top-line recovery and a
strict financial policy in terms of M&A and shareholder
distribution), Rexel should be able to regain some rating
headroom from 2015 with lease-adjusted FFO net leverage falling
back below 5.0x in 2016. The profile of future acquisitions in
terms of spending within the boundaries described above and with
potential for group profitability enhancement will be important
for sustained deleveraging.

LIQUIDITY AND DEBT STRUCTURE

Liquidity was healthy as of 31 December 2014 with EUR1,160
million of cash on balance sheet, of which Fitch considers
EUR960m readily available. It is further underpinned by EUR1,060
million undrawn committed bank facilities. Rexel also has access
to various receivable securitization programs and a EUR500
million commercial paper program.

Following the 2013 refinancing Rexel has no major debt repayment
before 2019.

KEY ASSUMPTIONS

   -- Annual sales growth in the mid-single digits driven by a
      slow recovery in organic sales and acquisitions

   -- EBITDA margin trending towards 5.8% in 2017 (2014: 5.5%)

   -- Limited acceleration of working capital outflows due to
      tight management

   -- Stable dividend pay-out at EUR0.75 per share, 50% paid in
      shares over 2015-2017

   -- Average annual FCF of EUR240 million over 2015-2017

   -- Annual bolt-on acquisitions spending of EUR300 million and
      marginal proceeds from divestments over 2015-2017

   -- Prepayment of the 7% EUR499 million outstanding bond due
      2018 in 1Q15

RATING SENSITIVITIES

Positive: S&P does not expect any positive rating action over the
next three years as management's M&A policy -- even though it
believes it will reinforce the group's business profile and cash
generation capacity in the longer term -- should prevent any
significant deleveraging. Nevertheless, future developments that
could lead to positive rating actions include:

-- FFO adjusted net leverage below 4.0x on a sustained basis and
    evidence of resilient profitability

-- Continued strong cash flow generation, measured as pre-
    dividend FCF margin comfortably above 2%

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

-- A large debt-funded acquisition, or a deeper-than-expected
    economic slowdown with no corresponding increase in FCF
    (notably due to working capital inflow and dividend
    restriction) resulting in (actual or expected) lease-adjusted
    FFO adjusted net leverage above 5.0x for more than two years

-- A contraction of pre-dividend FCF margin to below 2% as a
    result of weaker profitability and/or a less tightly managed
    working capital

-- A more aggressive shareholder-friendly stance leading to an
    erosion of FCF margin to below 1%



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G E O R G I A
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GEORGIAN OIL: Fitch Affirms 'BB-' LT Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has revised the Outlooks on JSC Georgian Oil and
Gas Corporation's (GOGC) Long-term foreign and local currency
Issuer Default Ratings (IDR) to Stable from Positive and affirmed
the IDRs at 'BB-'.

The revision of the Outlook follows that on Georgia's Long-term
foreign and local currency IDRs.

The ratings of GOGC are aligned with the sovereign's as the
government of Georgia considers the company critical to its
national energy policy. Fitch also considers the 100% indirect
state ownership and strong management and governance linkages
between GOGC and the state.

KEY RATING DRIVERS

Ratings Aligned with Sovereign's

GOGC is one of several corporations in Georgia viewed by the
government as critical to the national energy policy. GOGC's
rating alignment is supported by 100% indirect state ownership
via the JSC Partnership Fund (PF) and by strong management and
governance linkages with the sovereign.

GOGC's operations are supervised by the Ministry of Energy and
the company has the status of a national oil company operating
within the contractual framework of inter-governmental agreements
between Georgia and Azerbaijan. GOGC's main investment project,
the Gardabani power plant, benefits from a government-guaranteed
internal rate of return (IRR) of 12.5% over the asset's life,
further underlining the company's strong ties with its ultimate
owner. In its discussions with Fitch, the Georgian government has
also stressed its commitment to continue supporting the financial
health of GOGC.

Power Plant Construction on Track

GOGC and the PF are constructing a USD220 million 239Megawatt
(MW) capacity gas-fired power plant in Gardabani, with expected
completion in 4Q15. GOGC fully finances the project through
equity contributions and loans to both the power plant SPV and
the PF. GOGC and the PF share ownership of the plant at 51% and
49%, respectively, although GOGC retains managerial control of
the SPV.

"In our forecasts for GOGC, we incorporate 100% of future cash
flows from Gardabani power plant, but exclude interest and
principal repayments from the project SPV and the PF. This is due
to the related-party character of those loans and also because
PF's loan repayments would likely be supported by cash flows from
the SPV itself. The power plant has the status of guaranteed
capacity provider and will receive a regulated revenue stream
with an IRR of 12.5% over asset life guaranteed by the
government," Fitch said.

'B+' Standalone Profile

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

Leverage Depends on Investments
"GOGC's gross leverage was broadly equal to 4.0x EBITDA in 2012-
2014, which is in line with Fitch's guidance for a standalone
rating in the upper 'B' category. We currently forecast a gradual
decrease in leverage as the new power plant starts to generate
revenue in the fall of 2015, but GOGC's credit metrics will
depend on the company's investment plans," Fitch said.

"GOGC is considering building a gas storage reservoir in a former
oil field in Georgia. The final investment decision and financing
plan is expected in 2016. As Georgia currently has no gas storage
facilities, we assume this project would be strategic for the
government, and would further strengthen GOGC's ties with the
sovereign. Based on initial information available on the project,
we believe that GOGC would be able to maintain debt-to-EBITDA
ratios of below 4.0x if the investment goes ahead."

Size and Capex Constrain Ratings

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

RATING SENSITIVITIES

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

   -- A positive rating action for Georgia

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

  -- A negative rating action for Georgia

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

  -- Unexpected changes in the contractual frameworks governing
     GOGC's midstream activities

LIQUIDITY AND DEBT STRUCTURE

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

KEY ASSUMPTIONS

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

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

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

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

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

Full List of Rating Actions

JSC Georgian Oil and Gas Corporation

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

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

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



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


PRIME 2006-1: S&P Affirms 'CC' Rating on Class E Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC (sf)' credit
rating on PRIME 2006-1 Funding Limited Partnership's class E
notes.

PRIME 2006-1 is a German small and midsize enterprise (SME)
transaction.  The underlying collateral comprises payment claims
of the issuer against German SMEs under profit participation
agreements (PPAs).  In the event of an insolvency or liquidation
of a company, the issuer's claims under the PPAs will be
subordinated to the claims of all other creditors of the company,
but rank ahead of shareholders.

The affirmation follows S&P's review of the transaction.  The
transaction reached its scheduled maturity date on August 2013,
and now only contains assets pertaining to companies that have
defaulted under the PPAs.  The transaction will reach its final
maturity on Aug. 30, 2015.

According to the latest available investor report, dated August
2014, the total amount of such defaulted PPAs is EUR10.59
million. This compares with a total outstanding amount of the
class E notes of EUR9.8 million.  From the information S&P
received from the manager, it notes that it is unlikely that
recovery proceeds will be sufficient to fully repay the class E
notes' outstanding principal amount on the legal final maturity.

As a result, the class E notes remain highly vulnerable to
nonpayment, in S&P's view.  S&P has therefore affirmed its 'CC
(sf)' rating on the class E notes.



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


GREECE: Revamps Negotiating Team in Bailout Talks
-------------------------------------------------
Nektaria Stamouli, Viktoria Dendrinou and William Horobin at The
Wall Street Journal report that Greece shook up its negotiating
team in talks with international creditors, a move expected to
reduce the influence of the country's high-profile finance
minister, whose combative style has alienated many European
officials.

The move comes after eurozone finance ministers chastised Greek
Finance Minister Yanis Varoufakis in Latvia over the lack of
progress in Greece's bailout talks, The Journal relates.

According to The Journal, Mr. Varoufakis remains finance minister
and will continue to represent Greece in meetings of European
finance chiefs.  But the team of negotiators around
Mr. Varoufakis, responsible for much of the policy detail, will
now be led by Greek officials who are seen in some European
capitals as more promising interlocutors, The Journal discloses.
Some of Mr. Varoufakis's confidantes who were instead seen as
obstructing progress in the talks have been sidelined, The
Journal says.

The changes may improve the bad atmosphere in talks among
technocrats about the economic policies that Greece must commit
to in exchange for fresh bailout funding from the eurozone and
the International Monetary Fund, The Journal motes.  But deeper
political obstacles to a deal remain, according to The Journal.

In a news conference with Euclid Tsakalotos on April 27, the
Greek deputy foreign minister who will now manage the team's day-
to-day work, Mr. Varoufakis, as cited by The Journal, said that
his approach in meetings with Greece's creditors reflected his
government's position and that he would continue to hold
responsibility for the talks.



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


ARBOUR CLO: Fitch Affirms 'B-sf' Rating on Class F Notes
--------------------------------------------------------
Fitch Ratings has affirmed Arbour CLO Limited notes as follows:

EUR208.75 million class A: affirmed at 'AAAsf'; Outlook Stable
EUR26.25 million class B-1: affirmed at 'AAsf'; Outlook Stable
EUR19.95 million class B-2: affirmed at 'AAsf'; Outlook Stable
EUR11.25 million class C-1: affirmed at 'A+sf'; Outlook Stable
EUR10.75 million class C-2: affirmed at 'A+sf'; Outlook Stable
EUR19.75 million class D: affirmed at 'BBB+sf'; Outlook Stable
EUR26.675 million class E: affirmed at 'BB+sf'; Outlook Stable
EUR12.125 million class F: affirmed at 'B-sf'; Outlook Stable

Arbour CLO Limited is an arbitrage cash flow collateralized loan
obligation (CLO). The portfolio is managed by Oaktree Capital
Management, LLC and went effective on 30 September 2014. The
reinvestment period is scheduled to end in 2018.

KEY RATING DRIVERS

The affirmation reflects the transaction's stable performance
since closing. Credit enhancement of all rated notes has
marginally improved and the portfolio has experienced positive
rating migration with no defaults. The transaction is currently
passing all portfolio profile tests and counterparty ratings are
compliant with Fitch criteria.

Total assets have risen to EUR366.34 million, representing an
increase of EUR1.03 million. Seventy nine per cent of the
portfolio assets are rated within the 'B' category (B+/B/B-).
Assets rated 'B' represent 43% of the total amount, 'B+' 10.5% ,
'B-' 25.5%. There are currently no assets rated below 'B-'.
Eighty-nine per cent of the assets have a recovery estimate
greater than 50%.

As per the trustee report dated February 27, 2015, the portfolio
has seen an increase in concentration within its largest
industries with exposure to healthcare at16.7%, up from 16% at
the effective date. Telecommunications has risen by 3.4% and
packaging & containers by 1.9%, food, beverage & tobacco by 3.59%
and cable by 2.06%.

As per the trustee report dated February 27, 2015, the portfolio
is dominated by assets from the US and Germany, which together
represent 49.5% of the portfolio. Since the effective date, the
portfolio has increased exposure to US assets by 5% while
reducing exposure to France by 2% and the Netherlands by 2.5%.
Peripheral exposure (defined as exposure to countries with a
Country Ceiling below AAA) accounts for 8.95% of the portfolio
and resides within Italy and Spain.

The portfolio's current weighted average spread, weighted average
recovery rate, weighted average rating factor and weighted
average life are compliant with the covenants. The transaction is
also passing portfolio profile, coverage and quality tests.

RATING SENSITIVITIES

A 25% increase in the expected obligor default probability would
lead to a downgrade of up to three notches for the rated notes.

A 25% reduction in expected recovery rates would lead to a
downgrade of up to six notches for the rated notes.


EIRCOM HOLDINGS: Fitch Raises LT Issuer Default Rating to 'B'
------------------------------------------------------------
Fitch Ratings has upgraded eircom Holdings (Ireland) Limited's
Long-term Issuer Default Rating (IDR) to 'B' from 'B-' and
assigned a Stable Outlook. At the same time, the agency has
upgraded the company's secured bank debt and the 9.25% senior
secured bonds due 2020 to 'B+' from 'B'.

"The rating upgrade reflects our view that eircom has delivered
the planned transformation of its operations; that revenues look
increasingly likely to stabilize and that cost initiatives will
improve operating cash flows," Fitch said.

While eircom's leveraged balance sheet is unusual for an
incumbent telecom, the business transformation and stabilizing
revenue outlook is a significant achievement in a sector where
top-line declines and margin pressure remain a risk.

Plans to increase its fibre investment moderate the potential to
generate positive free cash flow (FCF) and reduce leverage in the
near term. Fitch now expects funds from operations (FFO) net
adjusted leverage to remain flat at 5.0x-5.1x between 2015 and
2016, compared with previous expectations that deleveraging
would begin in 2016. This ratio is nonetheless consistent with
the leveraged telecom peer group at the 'B' rating level.

KEY RATING DRIVERS

Operational Transformation Advanced

Management has, in Fitch's view, delivered on plans to transform
the company's business profile. Investment in fibre is advanced
with its VDSL network passing 1.1 million homes and on track to
reach 1.6 million by mid-2016; more than 70% of Ireland's homes.
LTE spectrum has been acquired and coverage achieved compares
well with competitors

The launch of its TV product in 2013 has shown good early signs
of take-up and eircom remains the only operator in the market
with a viable quad-play offer at present, although this will
change with the launch of cable operator UPC's MVNO mobile
business. While market competition -- in both fixed and mobile --
is high, it will, in Fitch's view, remain rational. The
consolidation of Three and O2 Ireland reduces the mobile market
to a three-player market and could moderate competitive
pressures.

Revenue & EBITDA Increasingly Stable

While year-on-year revenue trends remain negative but improving,
sequential trends show increasing signs of stabilizing, evident
in both the fixed and mobile businesses. While market competition
remains high and eircom continues to lose retail fixed accesses,
it benefits from a growing wholesale business, capitalizing on
the depth and scope of its incumbent network, along with an
improving mobile subscriber mix, ongoing cost rationalization and
improving margin trend.

While the Vodafone/ESB JV's announced fibre-to-the home (FTTH)
plans present medium- term risks, both in terms of Vodafone's own
convergent offer and potential for an alternative wholesale
offer, eircom has reacted with a similarly dimensioned FTTH
target and, in our view, is likely to deliver its plan sooner
than the JV.

Capex Remains High, FCF Constrained

Eircom has announced plans for an FTTH network covering 500,000
homes -- in Fitch's view a defensive reaction to the Vodafone/ESB
JV. The advanced stage of eircom's fibre to the cabinet build --
already passing 1.1 million homes -- and the use of a single
network supplier suggest that eircom is in a good position to
install deep levels of fibre more rapidly than the JV; the latter
is only expected to start network construction in 2H15.

Eircom conversely expects to launch FTTH commercially in August
2015. Increased investment will, however, impact eircom's FCF in
both 2015 and 2016 at least, and likely to result in higher
levels of spend than we had previously assumed. Our base case now
does not envisage a mid-to-high single FCF margin till 2017, one
year later than previously expected.

Medium-term Deleveraging

Higher capex spend over the next two to three years will
constrain FCF with modest deleveraging now not expected in our
base case till 2017. Higher capex is nonetheless in Fitch's view
a necessary defensive action, which under eircom's previous
private equity ownership it was unable to do.

"In a fairly small but competitive market we feel that network
investment, which should ultimately lead to a better customer
experience (and wholesale offer), is important. Fitch does not
view a potentially flat leverage profile between 2015 and 2016,
as an impediment to the upgrade given the business and
operational transformation that has been delivered," Fitch said.

KEY ASSUMPTIONS

   -- Stabilization of revenues in 2016, a combination of flat
      fixed line and low single-digit growth in mobile

   -- EBITDA margin stable to moderately improving, benefitting
      from an extensive headcount rationalization and ongoing
      focus on efficiency; mobile to benefit from shift in the
      post-paid mix

   -- Capex to remain high through 2017, driven by FTTH
      investment plans -- EUR290 million in 2015; remaining above
      EUR250 million in 2016, before trending down to 15% of
      revenues over the longer term

   -- Voluntary leaver and restructuring costs largely complete
      in 2015

   -- Zero dividends; IPO possible over a two-year horizon but
      not built into assumptions

   -- Liquidity largely provided by cash -- EUR173 million at
      end-December 2014; company expected to be modestly FCF-
      positive from 2016

RATING SENSITIVITIES

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

   -- FFO net adjusted leverage approaching 4.5x and expected to
      remain at or below this level on a sustained basis

   -- FCF margin in the mid-to-high single digit range on a
      sustained basis

   -- Ongoing revenue stability and EBITDA improvement -- most
      likely achieved through a stabilization of fixed key
      performance indicators (KPIs) and improving mobile trends

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

   -- FFO net adjusted leverage approaching 5.5x with an ongoing
      deteriorating trend accompanied by negative FCF, which
      would lead to a downgrade. This would imply the
      stabilization so far achieved is not sustained and/or that
      competition is continuing to force higher levels of capex
      than envisaged in Fitch's base case. Deteriorating
      operating trends would be a greater risk.

   -- A material reversal in operating KPI trends -- key measures
      being fixed access losses, overall broadband accesses and
      the mix in pre- and post-paid mobile customers. In Fitch's
      view it is important that momentum in overall (combined
      direct and wholesale) broadband access continues, while the
      shift in the post-paid mix will support further mobile
      margin expansion.



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


RIZZO BOTTIGLIERI: United States Recognizes Italian Proceedings
---------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas issued an order granting recognition
of Rizzo Bottiglieri-De Carlini Armatori, S.P.A.'s application
for Concordato Preventivo pursuant to Section 160 of R.D.
267/1942 Italian Insolvency Law before the Court of Torre
Annunizata pursuant to Section 1517(a) of the U.S. Bankruptcy
Code.

The U.S. Court recognized the Italian Proceeding as a foreign
main proceeding pursuant to Section 1517(b)(1) of the U.S.
Bankruptcy Code and afforded the Debtor relief under Section 1520
of the U.S. Bankruptcy Code, including the stay protections under
Section 362.

                About Rizzo Bottiglieri-De Carlini

Rizzo Bottiglieri-De Carlini Armatori S.p.A. offers marine
freight transportation services.  The company owns and operates
fleet of Aframax and Post Panamax tankers.  RBDA was founded in
1850 and is based in Torre del Greco, Italy.

RBDA filed an application before the Court of Torre Annunziata
(Italy) for Concordato Prevenitvo pursuant to Sec. 161, sixth
paragraph, of the Bankruptcy Law on Feb. 3, 2015.  The Court of
Torre Annunziata opened the proceeding on Feb. 12, 2015.

RBDA's attorneys in the Italian proceedings can be reached at:

          Michele Sandulli, Esq.
          Attorney and Founder
          SANDULLI & ASSOCIATI STUDIO LEGALE
          Naples, Rome, Milan and Avellino, Italy

Rizzo Bottiglieri filed a Chapter 15 bankruptcy petition (Bankr.
S.D. Tex. Case No. 15-32041) in Houston, Texas on April 8, 2015,
to seek U.S. recognition of its Italian proceedings.  Giuseppe
Mauro Rizzo, in his capacity as director and foreign
representative, signed the petition.  The Debtor is estimated to
have assets and debt of US$500 million to US$1 billion.

George Michael Chalos, Esq., at Chalos & Co, P.C., in Oyster Bay,
New York, serves as counsel in the U.S. case.



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


EURASIAN BANK: Moody's Cuts LT Deposit & Debt Ratings to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded Eurasian Bank's long-term
deposit and senior unsecured debt ratings to B2 from B1 and
downgraded the bank's Baseline Credit Assessment (BCA) to b2 from
b1. Moody's also downgraded the subordinated local currency debt
rating to B3 from B2. The outlook on the bank's long-term global
scale deposit and senior unsecured debt ratings has been changed
to stable from negative. Moody's has also withdrawn (for business
reasons) the outlook on the bank's subordinated debt.

The key driver for the downgrade of Eurasian Bank's long-term
ratings is the deterioration in the bank's solvency metrics,
particularly its diminished capital adequacy. Eurasian Bank's
regulatory total capital adequacy ratio declined to 11.7% as at
year-end 2014 from 15.9% as at year-end 2013. This deterioration
was also associated with the bank's reduced profitability and the
decreased coverage of problem loans by loan loss reserves.

Eurasian Bank's return on average assets declined to 1.7% in 2014
(2013: 2.5% and 2012: 2.3%), while loan loss reserves as a
percentage of problem loans (defined as retail loans overdue by
more than 90 days and individually impaired loans in the
corporate and SME segments) decreased to 49% at year-end 2014
(year-end 2013: 63% and year-end 2012: 86%). Moody's notes that
the bank's problem loans totaled KZT65.3 billion as at year-end
2014, and accounted for 98% of the bank's total equity.

The downgrade was also driven by Moody's view that Eurasian
Bank's financial metrics, particularly profitability, will
further weaken in the next 12 to 18 months given the
deteriorating operating environment in Kazakhstan. Moody's
forecasts a deceleration in real GDP growth in Kazakhstan to 1.5%
in 2015, from 4.3% in 2014 and 6.0% in 2013. This weaker trend
will impair credit demand from creditworthy customers and, along
with an increasingly challenging domestic operating environment,
will lead to lower levels of loan origination and weaker asset
quality performance. Moody's also notes additional risks for
Eurasian Bank's net interest margin and capital adequacy given
(1) the recent substantial hike in interest rates, caused by
reduced availability of Kazakhstan-tenge-denominated funding in
the banking sector; and (2) Moody's expectation of local-currency
devaluation in the next 12 to 18 months (25% of the bank's assets
was denominated in foreign currencies at year-end 2014).

Moody's could downgrade Eurasian Bank's long-term debt and
deposit ratings as a result of a further substantial
deterioration in its solvency metrics, i.e., asset quality,
profitability and capital adequacy.

Moody's does not expect to upgrade Eurasian Bank's ratings in the
next 12 to 18 months given the deteriorating operating
environment. However, any evidence of substantial improvement in
the domestic operating environment and the bank's financial
profile could have upward rating implications.

The principal methodology used in these ratings was Banks
published in March 2015.


KASPI BANK: Moody's Cuts Senior Unsecured Debt Ratings to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded Kaspi Bank's senior
unsecured local- and foreign-currency debt ratings to B2 from B1
and downgraded the bank's Baseline Credit Assessment (BCA) to b2
from b1. Concurrently, Moody downgraded the bank's subordinated
local-currency debt rating to B3 from B2 and the national scale
rating(NSR) to Ba3.kz from Ba2.kz. Moody's also affirmed Kaspi
Bank's B1/Not Prime deposit ratings. The outlook on Kaspi Bank's
long-term global scale senior unsecured ratings remains negative,
while the outlook on the long-term global scale deposit ratings
was changed to negative from stable. Moody's has also withdrawn
(for business reasons) the outlook on the bank's subordinated
debt.

The three key drivers for the downgrade of Kaspi Bank's BCA and
debt ratings are (1) the bank's weakening asset quality; (2) the
substantial decline in loan loss reserve coverage; and (3) the
deteriorating operating environment in Kazakhstan.

  -- First, in accordance with the bank's most recent audited
     IFRS statement, the share of unsecured consumer loans
     (including credit cards and point-of-sale loans) increased
     to 71.9% of gross loans as at year-end 2014 (year-end 2013:
     67.6%; year-end 2012: 56.5%). Moreover, 'past due' loans
     climbed to 24.5% of gross loans at year-end 2014 (year-end
     2013:21.7%; year-end 2012: 18.2%). In Moody's view, this
     performance indicates the increased fragility of the bank's
     assets.

  -- Second, although Kaspi Bank's capital adequacy and
     profitability remained healthy in recent years, the coverage
     of overdue loans by loan loss reserves declined
     significantly in 2012-14. As at year-end 2014, the bank's
     coverage of 'past due' loans by loan loss reserves stood at
     44.6% (year-end 2013: 62.1%; year-end 2012: 81.8%), while
     the coverage of loans overdue more than 90 days was at 94.7%
     (year-end 2013: 110.8%; year-end 2012: 113.1%).

  -- Third, Moody's observes the deteriorating operating
     environment in Kazakhstan where 100% of Kaspi Bank's
     operations are concentrated. The rating agency expects Kaspi
     Bank's financial metrics to further weaken in the next 12 to
     18 months that is now also reflected in the negative outlook
     on the bank's deposit ratings. Moody's forecasts a
     deceleration in real GDP growth to 1.5% in 2015, from 4.3%
     in 2014 and 6.0% in 2013. This weaker trend will impair
     credit demand from creditworthy customers, and, along with
     an increasingly competitive domestic environment, will lead
     to lower levels of origination and a weaker asset quality
     performance. Moody's also notes the recent substantial
     increase in interest rates, caused by reduced availability
     of Kazakhstan-tenge-denominated funding in the banking
     sector, that will negatively weigh on the bank's funding
     costs and profitability.

As a result of the above-mentioned developments, Moody's
downgraded the BCA of Kaspi Bank to b2 from b1, and downgraded
the bank's debt ratings by one notch. Moody's notes that Kazakh
banks' debt ratings, including those of Kaspi Bank, do not
incorporate any government support given Kazakh authorities'
recent track record for bailing in creditors in the event of
large bank failures.

The downgrade of Kaspi Bank's BCA had no impact on its B1 deposit
ratings because Moody's revised its government support
assumptions to 'moderate' (formerly 'low') for the bank's
deposits. This decision captures Kaspi Bank's increased market
share in deposits over recent years which is indicative of the
bank's increased systemic importance. According to the National
Bank of Kazakhstan, Kaspi Bank held a 9.4% market share in retail
deposits and a 6.2% share in total deposits as at year-end 2014
(year-end 2010: 6.8% and 3.7%, respectively). Given Kaspi Bank's
increased systemic importance, Moody's incorporates one notch of
systemic support into the bank's deposit ratings, thus
positioning these ratings one notch above the bank's BCA of b2.

Kaspi Bank's long-term debt and deposit ratings could be
downgraded as a result of any deterioration in its solvency
metrics, i.e. asset quality, profitability and capital adequacy.

Moody's may upgrade Kaspi Bank's long-term ratings in the event
of any substantial improvement in the operating environment and
on evidence of improvement in the bank's asset quality profile,
albeit a scenario that -- in Moody's view -- has low likelihood
in the next 12 to 18 months.

The principal methodology used in these ratings was Banks
published in March 2015.



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


TECHNIPLAS LLC: Moody's Assigns (P)B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B3 Corporate
Family Rating to Techniplas, LLC (Techniplas). Concurrently,
Moody's assigned a provisional (P)Caa1 Rating to the planned $175
million senior secured notes due 2020 to be issued by Techniplas
LLC and Techniplas Finance Corp. The outlook on the ratings is
positive.

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

The ratings reflect the company's newly proposed financing
structure, which includes the abovementioned bond issuance.

The Ratings are supported by (1) the company's diversified
revenue base generated by entities which are operated largely
independently and with a wide range of different products, (2)
long standing customer relationship with auto OEMs and industrial
companies, (3) a clear focus on highly engineered plastic
components and systems, (4) the strengthened geographical
diversification resulting from the acquisition of Switzerland-
based Weidplas, and (5) the expectation of positive free cash
flow generation going forward.

At the same time, the ratings are constrained by (1) the risk
related to the planned turn-around of Weidplas, albeit mitigated
by a solid order book and state of the art production facilities
as a result of high capex spending during the last few years, (2)
expected and ongoing margin pressure from the Auto OEMs, (3)
relatively high initial pro-forma leverage of close to 6x (as
expected for FY 2015 including Moody's adjustments) taking into
account the cyclicality of the Auto industry, the integration
risks of Weidplas, and the small size of Techniplas vis-a-vis
other auto suppliers with relatively limited pricing power, (4)
adverse currency effects on the Swiss-based production facilities
relative to EUR-denominated customer supply contracts, and (5) a
management strategy focused on external growth with limited track
record under the current setup.

Despite its limited scale (approximately USD494 million pro-forma
revenues generated in 2014), Techniplas has a good track record
of long-standing customer relationships. The company has been
dealing with most of the major auto OEMs and with a couple of
industrial clients for many years. In some cases the relationship
dates back to the 1980's or 1990's. Further to the
diversification by customers, Techniplas benefits from its
presence on several platforms of each auto manufacturer with an
estimated average lifetime until 2018 and beyond.

Techniplas is a niche player with a clear focus on highly
engineered plastic components and systems. In spite of its
limited scale the group is able to build on comprehensive
technological expertise and capabilities along the whole value
chain of manufacturing plastic components. Its technologically
advanced content is also reflected by the relatively high
profitability of its US operations, with historical EBITA margins
of around 10%.

One of the drivers for Techniplas to combine its operations with
Weidplas was Techniplas' initial primary focus on North America
alone. The geographical footprint materially improved as a result
of the acquisition. Techniplas generated 52% of its 2014 revenues
on the US market, 38% in Europe, 7% in Brazil and 3% elsewhere.
However, the position on the Asian growth markets remains weak
for the time being.

In spite of its technological strength and high capex spending,
Weidplas (which on a proforma basis accounts for approximately
52% of group turnover) has been loss making over the last few
years. The rating incorporates the expectation that Weidplas can
be turned-around within the next 12 to 18 months with an
expectation that its profitability will be similar to that of DMP
and Nyloncraft, Techniplas' two North American subsidiaries. This
expectation is supported by orders at hand covering 99% of
Weidplas' revenues expected for 2015 (84% for 2016, 82% for
2017), ramp-up cost and other cost items which have already been
booked in 2013/14 and should not reoccur in the future years, and
materially strengthened production base as result of historically
high capex spending. However, given that Weidplas accounts for
approximately half of the group's revenue, it is key for the
group's credit strength that this turn-around will be achieved.

Moody's notes that around CHF37 million personnel and other
expenses are denominated in Swiss Francs which will weigh
negatively on expected performance given recent f/x movements.
However, the company has taken action to mitigate this effect by
re-negotiations of customer contracts and efficiency measures.

Moody's has notched Techniplas' notes to Caa1 as the $30 million
revolving credit facility benefits from a stronger security
package, and, hence, ranks ahead of the senior secured notes.

The positive outlook incorporates Moody's expectation that
Techniplas will be able to swiftly digest the acquisition as well
as the turnaround of Weidplas. While the financial statements of
2014 were impacted by the transaction and its financing, as well
as a number of adverse operating effects at Weidplas, the rating
agency expects the group to show gradually improving
profitability and a strengthening of free cash flow generation
from 2015 onwards. In line with the company's financial policy
the rating incorporates the expectation that free cash flow
generated will be largely used for debt reduction from 2015
onwards. Expected financial metrics for 2015 support the assigned
rating level. The positive outlook reflects a possible upgrade of
the rating, considering that revenue growth and efficiency
measures could additionally improve financial metrics from 2016
on.

Moody's would consider upgrading Techniplas in case the company
is able to reduce leverage sustainably towards 5.0x debt / EBITDA
(around 6x Moody's estimate for 2015), to improve interest cover
above 1.25x EBITA / interest expense (towards 1.0x) and to return
to a sustainable positive free cash flow generation.

Negative pressure on the rating would build if the turnaround of
Weidplas's performance would fail leading to leverage materially
exceeding 6.0x debt / EBITDA, interest cover below 1.0x EBITA /
interest expense or by free cash flow turning negative, and/or if
the headroom under its covenants would deteriorate, leading to a
deterioration of the liquidity position of the group.

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

Techniplas, LLC, formerly known as Dickten Masch Plastics, LLC
(Techniplas Group), headquartered in Nashotah, Wisconsin USA, is
a privately held producer of technical plastic components for the
automotive, transportation and electrical industry. Techniplas
B.V. is a subsidiary of Techniplas, LLC, established for the
purpose of issuing the notes. Techniplas Group is specialised in
thermo-plastic and thermo-set moulding and has a expertise in
metal to plastic conversion, light weighting and tool design.
Techniplas employed more than 1,200 people in five production
plants in North America and reported a consolidated revenue of $
201 million for 2013. In May 2014, Techniplas acquired the
automotive & industrial business division of the Swiss-based
company Weidmann International Corporation (WICOR Group) and
rebranded it to WEIDPLAS. The carved-out division shows a revenue
of approximately $ 259 million for the fiscal year 2014 and
employed around 900 people in five production facilities in
Europe, USA, China and Brazil. The combined entity's revenue
accounts to $ 494 million on a pro-forma basis for the year 2014.


WOOD STREET CLO V: S&P Affirms BB+ Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Wood Street CLO V B.V.

Specifically, S&P has:

   -- Affirmed its ratings on the class A-T, A-D, A-R, A-2, B,
      C-1, C-2, and D notes.

   -- Lowered its ratings on the class E-1 and E-2 notes; and

   -- Raised its rating on the class P combination notes.

The rating actions follow S&P's assessment of the transaction's
performance based on the March 16, 2015 trustee report data,
S&P's credit and cash flow analysis, and recent transaction
developments.  S&P has also applied its current counterparty
criteria and its corporate cash flow collateralized debt
obligation (CDO) criteria.

Since S&P's Nov. 13, 2012 review, the structure has experienced
par losses due to the occurrence of defaults in the portfolio.
As a result, the available credit enhancement for the rated notes
has slightly reduced.  The collateral pool's weighted-average
spread has also decreased to 4.08% from 4.16%.  The proportion of
assets rated in the 'CCC' category ('CCC+', 'CCC', or 'CCC-') has
increased, while for assets that S&P considers to be rated below
'CCC-' ('CC', 'SD', and 'D'), the proportion has decreased.  The
par coverage tests, except the class E par coverage test, comply
with the required trigger under the transaction documents.  The
class E notes' par value test is 41 basis points below the
required trigger.

In terms of the portfolio's credit quality, S&P observed a net
positive migration.  The weighted-average life of the assets in
the portfolio has also decreased to 4.83 years from 5.11 years
since our previous review.  The evolution of these two parameters
has led to lower scenario default rates for all rating levels,
according to S&P's current CDO Evaluator model.

Following S&P's credit analysis, it subjected the transaction's
capital structure to a cash flow analysis, based on the
methodology and assumptions outlined in S&P's corporate cash flow
CDO criteria to determine the break-even default rate for each
rated class of notes at each rating level.

"In our analysis, we used the portfolio balance that we
considered to be performing (EUR447.10 million), the reported
weighted-average spread (4.08%), and the weighted-average
recovery rates under S&P's corporate cash flow CDO criteria.  S&P
incorporated various cash flow stress scenarios using its
standard default patterns in conjunction with different interest
rate and currency stress scenarios.

The issuer has entered into cross-currency options agreements
with Barclays Bank PLC (A/Watch Neg/A-1) and into asset swap
agreements with JPMorgan Chase Bank N.A (A+/Stable/A-1) for non-
euro-denominated assets, which represent 3.75% of the performing
asset balance.

In S&P's opinion, the downgrade provisions of these cross-
currency options and asset swaps do not fully comply with S&P's
current counterparty criteria.  Therefore, in S&P's cash flow
analysis, it has assumed that there are either no options or swap
agreements in the transaction in rating scenarios that are above
the issuer credit rating on the counterparty plus one notch, and
has applied its standard foreign-exchange stresses.

"In our analysis, we have also applied our nonsovereign ratings
criteria.  We have considered the transaction's exposure to
sovereign risk because a sizeable portion of the portfolio's
assets -- equal to 14.43% of the transaction's total collateral
balance -- is based in the Kingdom of Spain (BBB/Stable/A-2) and
the Republic of Italy (Unsolicited; BBB-/Stable/A-3).  As
outlined in our criteria, when applying rating stresses at the
'AAA' and 'AA+' rating levels, we have given credit to 10% of the
transaction's collateral balance corresponding to assets based in
these sovereigns in our calculation of the aggregate collateral
balance," S&P said.

In S&P's cash flow analysis, it considered the transaction's
exposure to currency exchange and sovereign risk outlined above,
which indicates that the available credit enhancement for the
class A-T, A-D, A-R, A-2, and B notes is still commensurate with
S&P's currently assigned ratings.  S&P has therefore affirmed its
ratings on these classes of notes.

The ratings on the class C-1, C-2, D, E-1, and E-2 notes are
constrained by the application of the largest obligor default
test, a supplemental stress test that S&P outlines in its
corporate cash flow CDO criteria.  This test aims to address
event and model risk by assessing whether a CDO tranche has
sufficient credit enhancement (not counting excess spread) to
withstand specified combinations of underlying asset defaults
based on the ratings on the underlying assets.  The test assumes
a flat recovery of 5%.

Indeed, S&P's cash flow analysis indicates that those classes of
notes can support higher ratings, but they are capped by the
application of the largest obligor default test at:

   -- 'BBB+ (sf)' for the class C-1 and class C-2 notes;
   -- 'BB+ (sf)' for the class D notes; and
   -- 'B- (sf)' for the class E-1 and E-2 notes.

Therefore, S&P has affirmed its ratings on the class C-1, C-2,
and D notes and lowered its ratings on the class E-1 and E-2
notes to the rating levels at which they are constrained by the
largest obligor test.

The class P combination notes include components of the class C-2
and the class E-2 notes.  S&P has observed that the rated balance
of the class P combination notes has further reduced since its
previous review--residual interest proceeds from the payment
waterfall are used to redeem the class P combination notes--and
S&P's analysis shows that the class P notes can withstand a
higher rating than previously assigned.  S&P has therefore raised
to 'BBB+ (sf)' from 'B+ (sf)' our rating on the class P
combination notes.

Wood Street CLO V is a collateralized loan obligation (CLO)
transaction that securitizes loans to primarily European
speculative-grade corporate firms.  The transaction closed on
June 29, 2007, is managed by Alcentra Ltd., and exited its
reinvestment period in November 2014.

RATINGS LIST

Class           Rating
                To                   From

Wood Street V CLO B.V.
EUR515 Million Senior Secured And Subordinated Floating-Rate
Notes

Ratings Affirmed

A-T             AA+ (sf)
A-D             AA+ (sf)
A-R             AA+ (sf)
A-2             AA (sf)
B               A+ (sf)
C-1             BBB+ (sf)
C-2             BBB+ (sf)
D               BB+ (sf)

Ratings Lowered

E-1             B- (sf)              B+ (sf)
E-2             B- (sf)              B+ (sf)

Rating Raised

P Combo         BBB+ (sf)            B+ (sf)

Combo--Combination.



===========
N O R W A Y
===========


LYNGEN MIDCO: S&P Assigns 'B+' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Norwegian-based information technology
(IT) company Lyngen Midco AS (EVRY).  The outlook is stable.

At the same time, S&P assigned its 'B+' issue ratings to the
senior secured loans issued by Lyngen Bidco AS, due 2021 and
2022, and the revolving credit facility (RCF) due 2021.  The '3'
recovery rating indicates S&P's expectation of meaningful
recovery in the event of a default.  S&P's recovery expectation
on these issue ratings is in the higher half of the 50%-70%
range.

In December 2014, Lyngen Bidco (indirectly controlled by private
equity funds advised by Apax Partners LLP) announced an offer to
acquire Norwegian IT service provider EVRY ASA through a
leveraged buyout (LBO).  S&P's long-term corporate credit rating
on EVRY, the new holding company, reflects S&P's view of high
competition, the company's limited geographic diversification,
and its small market position in Sweden, as well as S&P's
anticipation of a decline in reported revenues in coming years
and modest profitability.  S&P's rating also accounts for its
assessments of EVRY's "fair" business risk profile and its
"aggressive" financial risk profile.

EVRY operates in relatively fragmented markets and competes with
a number of local and regional players for the midsize segment
(companies with between 100 and 1,000 employees).  EVRY also
competes with bigger international players, but these companies
mainly target larger customers, a segment from which EVRY is
gradually moving away.  The company operates primarily in Norway
and, to a lesser extent, in Sweden, where it ranks No. 4, with an
8% share of the market.

In S&P's view, additional rating pressure stems from the negative
trend in reported revenues over the next three years, caused by a
gradual reduction in large outsourcing contracts, and modest
profitability.  The Standard & Poor's-adjusted EBITDA margin
(after capitalized development costs and restructuring costs, but
benefitting from operating lease adjustments, as per S&P's rating
approach) for EVRY stood at 11.9% in 2013.  Although management's
plans include cost reductions that will raise profitability as of
2016, execution risk will likely continue to constrain the rating
until EVRY demonstrates a track record of improving margins.  S&P
considers EVRY's overall competitive position to be weaker than
that of larger international competitors, including IBM Corp.,
Cap Gemini S.A., and Computer Sciences Corp., which benefit from
greater scale and diversification, or higher profitability.

"We believe that these weaknesses are partly offset by EVRY's
resilient business model, leading market positions in Norway, a
large degree of customer and product diversification, and growth
opportunities.  EVRY generates robust revenues in its Operations
and Financial Services divisions (75% of total revenues),
supported by long-term contracts, a meaningful amount of
recurrent revenues, and low customer churn.  With a 31% share of
the country's overall IT market, EVRY enjoys a strong position in
Norway.  The company also holds 37% of the outsourcing market and
an even stronger position in the IT banking market.  EVRY serves
a number of midsize companies operating in various industries,
including the public sector.  Also, EVRY offers traditional
outsourcing and consulting IT services, as well as a broad range
of financial services to banks and financial institutions (a
segment where customers tend not to move frequently, given high
switching costs, in our opinion).  The supportive environments in
Norway and Sweden are additional rating strengths, as both offer
strong economies where we expect IT spending to continue to
grow," S&P said.

Furthermore, the rating reflects EVRY's high debt, though S&P
notes that its debt levels will be lower than those of peers that
have recently undergone an LBO.  At year-end 2015, S&P forecasts
a gross adjusted debt-to-EBITDA ratio of 4.6x-4.7x, free
operating cash flow (FOCF) to debt at 7.0%-8.0%, and funds from
operations (FFO) to debt of 15%.  S&P's debt adjustment excludes
the entire financial contribution of the sponsor, including
preferred equity certificates and shareholder loans at holdings
above EVRY, according to S&P's criteria.  These weaknesses are
somewhat mitigated by the company's EBITDA cash interest coverage
of about 5x and S&P's anticipation of positive and gradually
increasing FOCF generation.

S&P's comparable ratings analysis of EVRY leads S&P to apply a
one-notch downward adjustment to the anchor.  S&P views EVRY's
business risk profile as being at the lower end of S&P's "fair"
business risk category, given its limited geographic
diversification and modest profitability.  The downward
adjustment also reflects S&P's view of some execution risk in the
company's strategy to strengthen revenues and improve
profitability.

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

   -- IT market growth in Norway and Sweden, broadly in line with
      the GDP growth of the two countries.

   -- A stable market position, resulting in organic revenue
      growth of 2%-3% for its core segments.

   -- A 4%-5% decline in revenues in 2015 and 2016, caused by the
      loss of large enterprise contracts.  S&P expects remaining
      contracts with large enterprises to represent a small
      portion of total revenues after 2016.

   -- Large savings over the coming years through cost-cutting
      measures, such as increased use of offshore delivery,
      increased standardization of processes, and lower central
      costs.  This will be more than offset by annual
      restructuring costs of Norwegian kroner (NOK) 200 million-
      NOK250 million (approximately EUR23 million-EUR28 million)
      in 2015, before declining gradually thereafter.

   -- Capital expenditures of about 4% of revenues.

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

   -- Adjusted EBITDA margins of 10%-12% in 2015-2016.

   -- Adjusted debt to EBITDA of 4.6x-4.7x in 2015 and 4.5x in
      2016.  However, because S&P expects cash to accumulate in
      absence of debt repayment obligations, S&P forecasts
      adjusted net debt to EBITDA at 4.2x in 2015 and at 4.0x in
      2016.

   -- FOCF to debt at about 7%-9% in 2015 and 2016.

The stable outlook reflects S&P's anticipation that EVRY will
post adjusted debt to EBITDA below 5x, FOCF to debt greater than
5%, and "adequate" liquidity.

S&P could lower the rating on EVRY if adjusted debt to EBITDA
exceeded 5x, for instance on additional debt if EVRY's owner
adopted a more aggressive financial policy than S&P anticipates,
or weaker-than-expected revenue growth combined with larger
restructuring costs.  S&P could also lower the rating if FOCF
weakened to below 5% of debt.

Ratings upside is remote in the next 12 months, given S&P's
anticipation of declining revenues and an adjusted EBITDA margin
in the 10%-12% range.



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


KOKS OAO: Fitch Affirms 'B' IDR, Outlook Stable
-----------------------------------------------
Fitch Ratings has affirmed Russian pig iron company OAO KOKS
Group's (KOKS) Long- and Short-term Issuer Default Ratings (IDRs)
at 'B' respectively.  The Outlook is Stable.  Fitch has also
upgraded the senior unsecured rating of KOKS Finance Limited's
loan participation notes to 'B'/'RR4' from 'B-'/'RR5'.

The upgrade of the senior unsecured rating reflects increased
EBITDA generation due to efficiency measures taken by the company
and the recent rouble devaluation, which we do not expect to
fully unwind over the next two years.  Fitch assumes this will
improve the enterprise value available to creditors in the event
of a restructuring.

The 'B' rating reflects KOKS's small size, limited operational
diversification and fairly high leverage.  At the same time the
company has a strong market position in pig iron and coke and
targets 100% self-sufficiency in iron ore and coking coal by 2018
to become a fully vertically integrated metallurgical group.
KOKS generated RUB12.1 billion of EBITDA (by Fitch's definition)
in 2014, mostly driven by rouble devaluation.  Fitch expects
EBITDA to rise to RUB15 billion in 2015, again on the weaker
rouble.

KEY RATING DRIVERS

Small Size

Unlike major Russian steel companies KOKS is a fairly small
producer whose production chain is limited to pig iron.  KOKS is
also limited in operational diversification with Tulachermet
being the only pig iron production site within the group.

Strong Market Position in Pig Iron

KOKS is the world's largest exporter of merchant pig iron and top
producer of merchant coke in Russia.  In 2014 it controlled 16%
of the world's pig iron exports and 39% of total Russian pig iron
sales.  KOKS accounted for 27% of total coke sales in Russia.
The company is geographically diversified in its pig iron sales
with a strong presence in markets such as the Americas, Europe,
Turkey and The Middle East.

Partial Vertical Integration

Currently KOKS is 66% self-sufficient in iron ore and 37% in
coking coal.  With the commissioning of Tikhova mine in 2018 and
further production ramp-up at recently commissioned Butovskaya
mine, KOKS expects to achieve 100% self-sufficiency in coking
coal by 2018.  With the Tikhova mine operational the company will
be a rare producer of high quality ZH-grade coking coal.  The
commissioning of the iron ore deposit at Kombinat KMA Ruda in
2019 will bring KOKS's self-sufficiency in iron ore to 100%.

Strong Reserve Base

As of Sept. 30, 2010, proved and probable reserves under JORC
standards amounted to 115mt of coal and 285mt of iron ore with
33% of Fe content.  At current production levels, this implies
almost 70 years of remaining operating life for coal production
and 60 years for iron ore production.

Exposure to Steel

Along with its two partners, Slovenian Steel Group and OOO Steel,
KOKS is planning to develop a RUB30 billion steel project in the
Tula region.  A 2mtpa steel plant is expected to be commissioned
in 2H16.  As the plant will be fed with pig iron produced by
Tulachermet, a KOKS subsidiary, the steel project should
integrate seamlessly into KOKS's business model and raise value
creation. The steel plant is expected to produce construction and
high quality specialty steel.  Seventy per cent of the project
will be funded by project finance and the remaining 30% by the
partners and KOKS (via equity).

Solid Financial Performance

KOKS's financial performance was solid in 2014.  The company
reported an EBITDA (Fitch's definition) margin of 25.7%, 10.4pp
higher than in 2013.  Improvement in profit margin was primarily
driven by rouble devaluation and effective cost control measures
such as idling inefficient and high cost coal deposits and
ramping up production at low- cost ones.

Fitch expects a further improvement of EBITDA margin in 2015 to
28%, due to increased vertical integration, rouble depreciation
and more efficient pig iron production.  Thereafter EBITDA margin
is expected to decline due to cost inflation, which we expect to
lag the rouble's fall.  Free cash flow (FCF) over 2016-2018 is
expected to be neutral due to an increase in capital spending.
As a result funds from operations (FFO) gross leverage is
expected to decline to 2.8x in 2015, from 3.6x in 2014, but
remain slightly above 3.0x during 2016-2018.

Average Corporate Governance

Fitch assesses KOKS's corporate governance as average compared
with other Russian corporates; the country's overall poor
standards of governance and lack of legal safeguards are
constraints on the ratings.

LIQUIDITY AND DEBT STRUCTURE

KOKS's liquidity continues to rely on undrawn committed long-term
facilities (FYE14: RUB10.9 billion) which comfortably cover the
gap between year-end RUB0.9 billion cash and RUB8.1 billion
short-term debt.  Fitch believes these facilities represent
banks' commitments to lend and are reliable for on-going debt
rollover and refinancing. However, such lines provided by Russian
banks may include options for banks to avoid commitment to lend
should the company's performance deteriorate.

KEY ASSUMPTIONS

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

   -- Average export price decline on pig iron of 15% yoy in
      2015, 1% yoy in 2016 and flat afterwards

   -- Profitability improvement in 2015, driven by weakness of
      rouble with some reversal in 2016-2018 due to inflationary
      pressure

RATING SENSITIVITIES

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

   -- Further increase in vertical integration
   -- Positive FCF across the cycle
   -- FFO-adjusted gross leverage below 3x on a sustained basis
   -- FFO fixed charge cover above 6x on a sustained basis (4.85x
      at end-2014)
   -- Successful implementation of steel project, without delay
      or cost overruns
   -- Improved liquidity in the form of consistently higher cash
      balances or an improved maturity profile

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

   -- Capital spending overrun causing further leverage increase,
      i.e. FFO-adjusted gross leverage remaining above 4x after
      2016

   -- Significant deterioration of business operations caused by
      adverse market conditions

   -- Loss of access to a material portion of available undrawn
      facilities


MOBILE TELESYSTEMS: Moody's Affirms Ba1 CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 corporate family
rating and Ba1-PD probability of default rating of Mobile
TeleSystems OJSC (MTS). Concurrently, Moody's has confirmed the
Ba1 senior unsecured ratings assigned to the outstanding
US$1.25 billion's worth of notes issued by MTS International
Funding Limited. The outlook on all ratings is negative. This
concludes the review for downgrade initiated by Moody's on
February 25, 2015.

The confirmation of MTS's ratings reflects Moody's expectation
that (1) assuming there is no further material rouble
depreciation beyond the current levels, MTS will be able to
maintain its financial metrics within Moody's guidance for the
Ba1 rating; and (2) there will be no elevated requirements on
MTS's cash flows from its controlling shareholder Sistema Joint
Stock Financial Corporation.

MTS's Ba1 rating reflects (1) Moody's expectation that MTS will
be able to maintain its debt/EBITDA below 2.5x and retained cash
flow (RCF)/debt above 20% on a sustainable basis (all metrics are
Moody's-adjusted), despite the challenging macroeconomic
environment and recent national currency depreciations in Russia
and Ukraine; (2) MTS's solid liquidity including a material cash
balance in foreign currency; (3) the company's long-term debt
maturity profile, with the bulk of foreign currency-denominated
debt represented by Eurobonds maturing beyond 2019; (4) its
sustainable operating performance and cash flow generation; (5)
the reduced risk of controlling shareholder Sistema JSFC raising
its cash requirements from MTS; (6) MTS's leading position in the
Russian mobile market, supported by its extensive mobile data
network and retail network; (7) its integrated business model and
strong position in the fixed-line broadband and pay-TV market in
Russia; and (8) its fairly low churn rate.

MTS's rating also factors in (1) the company's exposure to the
weakening of Russia's credit profile, as captured by Moody's
downgrade of the sovereign rating and Russia's country ceilings
for foreign currency debt to Ba1 from Baa3 with negative outlook
on February 20, 2015; (2) MTS's generous dividend payout policy
shaped by Sistema JSFC, although Moody's recognizes transparency
and predictability of this policy; (3) MTS's exposure to rouble
depreciation, as around 25% of its debt (after hedges) and around
50% of capital expenditure (capex) is denominated in or linked to
foreign currency; (4) strong competition in the Russian
telecommunications market; and (5) challenges related to MTS's
operations in the Commonwealth of Independent States.

The negative outlook on MTS's ratings is in line with the
negative outlook for the sovereign rating and reflects the fact
that a potential further downgrade of Russia's sovereign rating
may result in the further lowering of the country ceiling for
foreign currency debt and, as a result, lead to a downgrade of
MTS's ratings. In addition to considerations related to the
sovereign rating, Moody's will also be monitoring the company's
ability to address increased country and foreign exchange risks.

Positive pressure could be exerted on MTS's ratings if Moody's
were to raise Russia's sovereign rating and/or country ceiling
for foreign currency debt, provided there is no material
deterioration in company-specific factors, including its
operating and financial performance, market position and
liquidity.

Conversely, the company's ratings will be affected by further
developments at the sovereign level. The ratings are likely to be
downgraded if there is a further downgrade of Russia's sovereign
rating and/or a lowering of the country ceiling for foreign-
currency debt. Moody's could also downgrade MTS's ratings if (1)
the company's debt/EBITDA were to rise above 2.5x and RCF/debt
decline below 20% on a sustained basis (all metrics are Moody's-
adjusted); (2) the risk of Sistema JSFC raising its cash
requirements from MTS were to heighten; or (3) MTS's operating
profile, market position or liquidity were to deteriorate
materially.

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

Mobile TeleSystems OJSC (MTS) is the leading integrated
telecommunications group in Russia, with the highest mobile
market share (30%) in terms of subscribers as of September 2014,
according to the research agency Advanced Communications and
Media (AC&M). In addition, according to MTS, it ranks among top-
three broadband and pay-TV providers in Russia. In 2014, MTS
generated revenues of RUB411 billion and reported OIBDA of RUB175
billion. As of the same period, the company derived 91% of its
revenues from its operations in Russia, 8% from Ukraine, and 1%
from Armenia, Turkmenistan and Uzbekistan. Sistema Joint Stock
Financial Corporation controls 51.46% of MTS, with the remainder
in free float.


SISTEMA JOINT: Moody's Alters Outlook on B1 CFR to Positive
-----------------------------------------------------------
Moody's Investors Service changed the outlook to positive from
negative on the B1 corporate family rating and the B1-PD
probability of default rating of Sistema Joint Stock Financial
Corporation). Concurrently, Moody's has affirmed these ratings.

The rating action reflects the substantially reduced risks of
further claims from the state against Sistema related to its
previous ownership of Bashneft (Ba2 review for downgrade), while
Moody's continues to believe that Sistema's fundamental credit
strength, excluding the remaining risks related to the Bashneft
case, remains commensurate with the Ba rating category.

In 2005-09, Sistema acquired shares in Bashneft from Ural-Invest
LLC's (not rated) predecessors. In 2014, the Moscow Arbitrage
Court decided that Bashneft's privatisation prior to the deal was
illegal and ordered that Sistema returns the Bashneft shares that
it owned to the Russian Federation. Sistema fulfilled that order
and claimed RUB70.7 billion in damages from Ural-Invest as a
successor to the entities from which it had acquired the shares.
This claim was upheld by the Moscow Arbitrage Court in February
2015. In March 2015, Sistema and Ural-Invest signed an amicable
agreement under which Ural-Invest would pay RUB46.5 billion to
Sistema, while Sistema would invest RUB4.6 billion of that amount
in social projects in Bashkiria. According to Sistema, it has
already received the title on agreed amount in full.

The investigation against Sistema's controlling shareholder,
Vladimir Evtushenkov, who was accused of money laundering in 2014
in conjunction with Bashneft's privatization, has not been
formally closed. This situation continues to create some
uncertainty over potential negative financial consequences for
Sistema related to its previous ownership of Bashneft. Moody's
will continue monitoring further developments and the extent to
which these may impact Sistema's financial standing.

In addition to the remaining degree of uncertainty related to the
investigation against Sistema's controlling shareholder, the
company's B1 rating takes into account (1) Sistema's exposure to
rouble depreciation, as according to Moody's estimates more than
half of the debt at the holding company level and guaranteed by
the holding company is denominated in foreign currency as of
December 2014; (2) Sistema's acquisitive nature, which introduces
event risk for its standalone as well as consolidated credit
profile; (3) Moody's expectation that the company will need to
continue supporting some of its developing assets, with the
amount of such support potentially being more sensible for
Sistema than before, because of lower dividend inflows following
the loss of Bashneft; (4) Sistema's increased reliance on
dividend inflows from Mobile TeleSystems OJSC (MTS, Ba1
negative), which will remain Sistema's principle core asset; (5)
Moody's expectation that Sistema's ability to upstream cash from
its subsidiaries, including MTS, will be limited by its intention
not to exert excessive pressure on subsidiaries' cash flows; and
(6) the degree of potential structural subordination of debt at
the holding company level to debt at its operating subsidiaries.

More positively, the rating factors in (1) Sistema's ability to
maintain strong consolidated financial metrics despite the loss
of Bashneft, with consolidated Moody's-adjusted debt/EBITDA of
2.3x as of year-end 2014; (2) Sistema's solid liquidity with a
cash cushion which Moody's estimates at more than RUB60 billion
as of mid-April 2015 following the receipt of funds from Ural-
Invest; (3) Sistema's retained ability to benefit from dividend
distributions from MTS; (4) the company's gradual progress in
diversifying its cash generation base through commencement of
dividend distributions by its developing subsidiaries and
selected divestments of its portfolio assets; and (5) fairly low
debt at the holding company level and guaranteed by the holding
company relative to total consolidated debt and value of assets.

The positive outlook on Sistema's rating reflects Moody's view
that the risk of material claims against Sistema in connection
with its previous ownership of Bashneft has been substantially
reduced and a further positive pressure on the rating may develop
if the investigation against Sistema's controlling shareholder is
formally closed.

Moody's could consider an upgrade of Sistema's ratings if (1) the
investigation against Sistema's controlling shareholder were to
be formally closed; (2) there were no further material claims on
Sistema following the Bashneft shares return to the state; (3)
there were no deterioration in Sistema's standalone credit
profile as well as the credit profile of MTS; and (4) Sistema
were to maintain adequate standalone liquidity.

Moody's could downgrade Sistema's ratings if (1) there were a
material deterioration in the company's standalone liquidity or
consolidated financial metrics, or in the credit profile of its
core subsidiary MTS; or (2) there were to be any further material
impact on Sistema's business and financial profile related to the
Bashneft situation, although this is not Moody's expectation at
this stage. Moody's would separately assess the credit
implications of any sizable M&A and investment initiatives should
those materially change the business mix and/or exert pressure on
Sistema's financial metrics.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010.

Sistema is one of Russia's largest public conglomerates. After
returning Bashneft's shares to state ownership, Sistema retains
telecoms, technology, banking, media, retail, transportation and
other businesses. The founder of the company, Mr. Vladimir
Evtushenkov, holds 64.18% of Sistema's common shares. The
remainder is held by minority shareholders and is in free float.
In 2014, Sistema generated consolidated revenues of US$16.6
billion.


VIMPELCOM LTD: Moody's Sees Financial Metrics to Recover in 2016
----------------------------------------------------------------
Moody's Investors Service confirmation of VimpelCom Ltd's rating
at Ba3 with a stable outlook on April 2, 2015 was primarily
driven by the rating agency's expectation that the leverage of
its subsidiary VimpelCom Holdings B.V. will remain under the
required threshold for the rating on a long-term basis. The risks
arising from VimpelCom Holdings' leverage temporarily rising
above this threshold in 2015 will be mitigated by its strong
liquidity and well-balanced debt maturity profile.

"Despite challenges, we expect VimpelCom to remain the third
largest mobile operator in Russia in terms of subscriber numbers,
owing to its integrated business model, continuing expansion of
its long-term evolution (LTE) network and reduced mobile
subscribers churn" said Artem Frolov, Moody's Vice President and
Senior Analyst. "We think that high-speed mobile data services
will be the key subscriber retention tool and the main driver of
revenue growth for Russia's "big three" mobile operators, MTS,
MegaFon and VimpelCom, over the next three years", added Mr
Frolov.

Moody's expects that VimpelCom will retain its solid competitive
position in Russia, where it has a 24% market share by subscriber
as of September 2014 (according to Advanced Communications and
Media, a research agency), and only expects a low single-digit
percentage decline in VimpelCom Holdings' rouble revenues and
earnings in 2015 as a result of cost inflation and the
challenging domestic macroeconomic environment. Moody's notes
that the company intends to continue the expansion of its LTE
network in 2015-16, which should support its competitive position
and revenue growth.

However, the company's earnings will be negatively affected by
foreign exchange effects related to the sharp drop in rouble; it
reports in US dollars so its earnings in roubles will be
translated into US dollars at a lower rate.

VimpelCom has a solid cash balance. It generated $3.8 billion in
proceeds from the recent sale of a 51% stake in its indirect
subsidiary Orascom Telecom Algerie SpA (Djezzy, unrated). Moody's
assumes that these proceeds will be used to repay debt issued or
guaranteed by VimpelCom Holdings and its operating subsidiaries.
These companies have a long-term debt maturity profile and
sufficient US dollar cash balance to cover US dollar-denominated
debt through 2017.



=============================
S L O V A K   R E P U B L I C
=============================


VAHOSTAV-SK: Slovak President Signs Insolvency Amendment Bill
-------------------------------------------------------------
The Slovak Spectator reports that Slovak President Andrej Kiska
signed on April 27 the revision to the Commercial Code that
should make it possible to bail out unsecured creditors of the
insolvent construction company Vahostav-SK.

He did so two days before a meeting at which Vahostav-SK's
creditors should greenlight the restructuring plan of the
Vahostav-SK, The Slovak Spectator notes.  The meeting is
scheduled for April 30, The Slovak Spectator discloses.

Prime Minister Robert Fico earlier in the day stated that if
Mr. Kiska didn't sign the bill, the governing Smer party would
comfortably pass it in parliament again, The Slovak Spectator
relays.

According to The Slovak Spectator, based on the passed
legislation, unsecured creditors of Vahostav-SK, that are mostly
small and medium-sized companies to which the company planned to
pay out only 15% of their debts, will be able to get shares of
Vahostav-SK's or to sell their claims to the Slovak Guarantee and
Development Bank for 50$ of their nominal value.

Vahostav-SK is a Slovak construction company.



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


CIRSA GAMING: S&P Affirms 'B+' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'B+' long-term corporate credit rating on Spain-based gaming
company Cirsa Gaming Corp. S.A.  The outlook is stable.

S&P also affirmed its 'B+' issue rating on Cirsa's EUR450 million
senior unsecured notes due 2018.  The recovery rating on these
notes remains unchanged at '4', reflecting S&P's expectation of
average recovery (30%-50%; higher half of the range) for
noteholders in the event of a payment default.

At the same time, S&P assigned its 'B+' issue rating to the
proposed EUR500 million senior unsecured notes due 2023.  The
recovery rating on these notes is also '4'.

The rating affirmation reflects S&P's opinion that the partial
refinancing will have a limited effect on Cirsa's financial risk
profile.  In S&P's view, Cirsa's intention to issue EUR500
million in notes due 2023 will not result in higher leverage, but
will have a positive effect by extending to 2023 the maturity of
about half of the debt due in 2018.  S&P also expects annual
interest expenses to decrease by about EUR10 million, due to the
lower coupon rate on the proposed notes.  S&P understands that
the proceeds of the issue will repay EUR450 million of existing
notes, with up to EUR33 million remaining in the company's cash
reserves, available for general corporate purposes.

"In our opinion, the refinancing will not change our assessment
of Cirsa's financial risk profile as "aggressive," according to
our criteria, because we project that Cirsa's financial metrics
will remain commensurate with that category.  We forecast that
Standard & Poor's-adjusted funds from operations (FFO) to debt
will be in the range of 17%-18%, and FFO cash interest coverage
will be slightly lower than 4.0x after the transaction.  Also, we
estimate that Standard & Poor's-adjusted free operating cash flow
(FOCF) to debt, our key supplementary ratio for gaming companies,
will be at 5%-6%.  Moreover, we take into account the group's
unhedged open foreign currency positions, which imply currency
translation risks; its fairly modest FOCF after capital
expenditures (capex); and financial policy, which we regard as
aggressive," S&P said.

These weaknesses are somewhat mitigated by the group's cash-
generative characteristics and manageable maintenance-capex
requirements.  In addition, S&P believes that Cirsa's management
is capable of maintaining a financial risk structure commensurate
with the current ratings.

Cirsa is a privately owned gaming company that operates slot
machines, casinos, and bingo halls in Latin America, Spain, and
Italy.  The rating on Cirsa reflects S&P's view of Cirsa's "weak"
business risk profile, which stems from the regulatory framework
in which the group operates, and S&P's view of political risks in
Latin America.  This is particularly the case in Argentina, where
the group generates about 25% of its EBITDA, given the
substantial macroeconomic risks we continue to see.  In addition,
Cirsa's earnings in Spain and Italy are increasingly constrained
by the currently weak economic conditions in both countries.  In
Italy, S&P has seen recent gaming tax increases, which further
limit earnings capacity generation.  Nevertheless, S&P's
assessment is supported by the group's leading positions in its
low-stakes, cash-generative, and profitable businesses; and by
its geographically diverse portfolio.  In addition, Cirsa
benefits from regulatory barriers to entry, given the licensing
and exclusivity agreements with site owners in Spain and Italy.
Cirsa's acquisition of seven casinos in Costa Rica in February
2015, for $33 million, does not affect S&P's view of the
company's business or financial risk.  In S&P's view, the
acquisition moderately increases Cirsa's geographic
diversification and can easily be financed from existing cash
resources.

S&P applies its criteria for rating above the sovereign because
it assess the group as having material exposure (roughly 25%) to
lower-rated Argentina (SD; selective default).  According to
S&P's criteria, it assess the group's exposure to Argentina's
country risk as "moderate."  The group's operations have passed
S&P's sovereign stress test, including if there is a drop in GDP,
depreciation of the local currency, and higher inflation.
Additionally, in S&P's view, Cirsa has enough financial
flexibility to withstand a period of sovereign stress in
Argentina.

The stable outlook reflects S&P's view that, over the next 12
months, Cirsa's liquidity will remain adequate and that the
group's FFO cash interest coverage will be comfortably in the
2.0x-4.0x range.

The ratings could come under pressure if Cirsa's liquidity
weakened sharply.  This could stem from weaker-than-anticipated
trading conditions in the event of further restrictions on
repatriating cash from Argentina, or if Cirsa were unable to
control capex.  S&P could also take a negative rating action if
the Standard & Poor's-adjusted FFO cash interest coverage were to
fall below 2.0x, if FOCF unexpectedly turned negative, or if
Cirsa were to fail S&P's stress test in relation to its exposure
to Argentina.

S&P considers an upgrade unlikely at present, in light of Cirsa's
acquisitive strategy and its exposure to Latin America, in
particular Argentina.  That said S&P could consider a positive
rating action if Cirsa's ongoing solid operating performance were
to translate into adjusted FFO to debt consistently higher than
20%, and FOCF to debt exceeding 5%.

Any positive rating action would be contingent on S&P's opinion
that Cirsa has moved toward a financial policy consistent with a
higher rating.


GAS NATURAL: Moody's Rates EUR500MM Hybrid Securities 'Ba1'
-----------------------------------------------------------
Moody's Investors Service assigned a definitive Ba1 long-term
rating to the EUR500 million undated nine-year Non-Call
Securities (the "hybrid") issued 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.

The 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: Fitch Assigns 'BB+' Rating to Subordinated Debt
------------------------------------------------------------
Fitch Ratings has assigned Gas Natural Fenosa Finance BV's EUR500
million deeply subordinated hybrid securities a final rating of
'BBB-'. The securities qualify for 50% equity credit.

The notes are unconditionally and irrevocably guaranteed by Gas
Natural SDG, S.A. (Gas Natural, BBB+/Stable) on a subordinated
basis.

The notes' rating and assignment of equity credit are based on
Fitch's hybrid methodology, dated Nov. 24, 2014.

KEY RATING DRIVERS FOR THE NOTES

Ratings Reflect Deep Subordination

The 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 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 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 EUR500
million 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 our 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 our expectation of de-leveraging
following the acquisition.  Fitch expects that the acquisition
will temporarily weaken credit ratios to above our negative
rating guideline in 2015 but we expect 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 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
have successfully tackled the tariff deficit issue.  In a
financially more balanced and sustainable electricity and gas
system we expect regulatory and political risk to decrease.  The
company's 2014 revenues were reduced by EUR141m 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 EUR3.6bn plus
available committed credit facilities of EUR7bn, of which
EUR6.1bn are maturing beyond 2016.  This is sufficient to meet
debt maturities of EUR5.1bn 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-'
Subordinated hybrid capital securities of EUR500m assigned final
  rating of 'BBB-'

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'



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


UKREXIMBANK: Creditors Back Bond Repayment Extension
----------------------------------------------------
Elaine Moore at The Financial Times reports that Ukraine has
cleared the first hurdle in a US$15 billion bid to avoid
financial collapse.

Investors in Ukreximbank, the state-owned lender, voted on
April 27 to extend repayment of a bond that is included in a plan
to restructure the country's debt and shore up its fragile
finances, the FT relates.

According to the FT, the deal raised hopes that Kiev will now be
able to reach a deal with the rest of its creditors.

Ukreximbank's US$750 million bond is the first due for repayment
out of 29 bonds and loans that Ukraine hopes to renegotiate over
the next four years, the FT notes.

One year on from the annexation of Crimea by Russia, Ukraine
remains beset by problems that include a falling currency,
dwindling foreign reserves and continued violence in the east,
the FT states.

In February, the International Monetary Fund threw Kiev a
lifeline by announcing a US$17.5 billion financial aid package,
the FT recounts.  However, the rescue plan hinges in part on
co-operation from Ukraine's creditors, the FT says.

This month Kiev warned investors that it was prepared to allow
the state-owned bank to default unless a deal could be agreed,
the FT relays.

The State Export-Import Bank of Ukraine is Ukraine's third
biggest bank.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on April 9,
2015, Fitch Ratings downgraded JSC The State Export-Import Bank
of Ukraine's (Ukreximbank) Long-term foreign currency Issuer
Default Rating (IDR) and senior debt rating to 'C' from 'CC'.



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


CVC CORDATUS III: Fitch Affirms 'B-sf' Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has affirmed all ratings of CVC Cordatus Loan Fund
III Limited as follows:

EUR235.5 million class A-1 notes affirmed at 'AAAsf', Outlook
Stable

EUR21.1 million class A-2 notes affirmed at 'AAAsf', Outlook
Stable

EUR38 million class B-1 notes affirmed at 'AAsf', Outlook Stable

EUR14.5 million class B-2 notes affirmed at 'AAsf', Outlook
Stable

EUR14.7 million class C-1 notes affirmed at 'A+sf', Outlook
Stable

EUR9.4 million class C-2 notes affirmed at 'A+sf', Outlook
Stable

EUR21.6 million class D notes affirmed at 'BBB+sf', Outlook
Stable

EUR33.8 million class E notes affirmed at 'BBsf', Outlook Stable

EUR13.5 million class F notes affirmed at 'B-sf', Outlook Stable

CVC Cordatus Loan Fund is an arbitrage cash flow CLO. Net
proceeds from the the notes' issue were used to purchase a
EUR436.5 million portfolio of mainly European leveraged loans and
bonds.

KEY RATING DRIVERS

The affirmation reflects the transaction's performance, which is
in line with Fitch's expectations. Since closing in May 2014, all
notes have experienced marginal increases in credit enhancement
as a result of trading increasing the par value.

The transaction went effective as of October 2014 and will remain
in its reinvestment period until 2018, during which the manager
can purchase and sell assets as long as collateral quality tests,
portfolio profile tests and coverage tests are satisfied or if
failing, maintained or improved.

According to investor reporting, the transaction is currently
passing all portfolio profile and coverage tests. The current
weighted average rating factor is 31.65, the weighted average
spread is currently 4.45%, the weighted average coupon is
currently 6.05% and the weighted average recovery rate is
currently 62.5%.

The majority of the assets are rated in the 'B' category and are
well diversified with 102 assets from 79 obligors. The largest
industry is food, beverage and tobacco at 12%, followed by
telecommunication and healthcare. The largest country exposure is
to France with just over 20%, followed by the UK with 18% and
Germany with just below 17%. European peripheral exposure is
represented by Spain and Italy and remains around 9%, close to a
maximum allowed exposure of 10%. There are no assets rated 'CCC'
by Fitch in the portfolio.

RATING SENSITIVITIES

As the loss rates for the current portfolio are below those
modelled for the stress portfolio, the sensitivities shown in the
new issue report still apply for this transaction.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about performance of the asset pool
and the transaction. There were no findings that were material to
this analysis. Fitch has not reviewed the results of any third
party assessment of the asset portfolio information or conducted
a review of origination files as part of the ongoing monitoring.

Prior to the transaction closing, Fitch did not review the
results of a third party assessment conducted on the asset
portfolio information.

Overall, Fitch's assessment of the information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.


INDUS PLC: DBRS Lowers Class C Debt Rating to 'D'
-------------------------------------------------
DBRS Inc. has downgraded the ratings of INDUS (ECLIPSE 2007-1)
plc (Indus or the Trust) as follows:

-- Class C to D (sf) from C (sf)

DBRS has also upgraded one class as follows:

-- Class A to AA (sf) from A (sf)

Additionally, DBRS has confirmed the ratings on the remaining
classes
in the transaction, as follows:

-- Class B at BB (sf)
-- Class X at AAA (sf)

The trends on all Classes A, B and X are Stable.  The rating of
Class C does not carry a trend.

The rating downgrade to Class C reflects the most recent realized
losses to the trust, the result of the liquidation of the
Workspace Portfolio.  The loan was originally secured by an
eight-property portfolio throughout England consisting of office
and industrial properties.  The loan initially transferred to
special servicing in October 20111 for an Interest Coverage Ratio
covenant breach and subsequent payment default.  Since that time,
individual properties have been sold, with the last four
properties sold in October 2014 as a portfolio sale, according to
the servicer.  With the January 2015 remittance, final sales
proceeds and realized losses were passed through to the trust,
resulting in a loss of GBP 17.5 million and a loss severity of
68.0%.  While the realized loss has negatively affected the
credit enhancement to the outstanding bonds, DBRS had
projected the ultimate resolution of the Workspace Portfolio with
a greater loss severity.

The rating upgrade to Class A reflects the continued stable
performance of the outstanding loans in the transaction,
increases in loan repayments and the better-than-expected outcome
of the Workspace Portfolio loan.  Of the original 19 loans in the
transaction, only four loans remain as a result of successful
loan refinancing and loan liquidation.  According to the January
2015 Remittance, this has resulted in total collateral reduction
of 77.7% since issuance.  Three of the four remaining loans
continue to exhibit stable performance, including the largest
loan in the pool, Criterion, discussed in detail below.

As of the January 2015 Deal Summary Report, there is one loan in
special servicing, representing 2.4% of the current pool balance.

The Amsterdam Place loan is secured by an office property in
Norwich, England, near the Norwich International Airport.  The
loan transferred to special servicing in October 2014 after the
borrower was unable to secure refinancing capital at loan
maturity.  A noteholders' meeting took place in February 2015 to
decide a strategy for the special servicer regarding the
property; however, no decision was reached.

Concurrently, the single tenant agreed to waive its lease break
option
in August 2015 for a temporary rent reduction to GBP380,000 per
annum from August 2015 to May 2016.  Beginning May 2016, annual
rental payments will increase back to the current amount of
GBP430,000 through lease expiration in July 2020.  The property
also received an updated appraised value of GBP2.9 million in
March 2015, below the outstanding loan balance of GBP4.7 million.
The special servicer and borrower continue to discuss potential
loan resolution strategies, with no ultimate resolution date
available at this time.

The largest loan in the transaction is the Criterion loan,
representing 60.7% of the current pool balance.  The loan, which
consists of a GBP120.9 million trust note and a subordinate
GBP19.0 million B-note, is secured by a Class A office building
in London's West End neighborhood, located directly above the
Piccadilly Circus tube station.  As of January 2015, the property
remains 100% occupied, with McKinsey and Co. occupying 63% of the
net rentable area through September 2018.  Other large space
users include HSBC and Lillywhites.  No current tenants\ leases
expire prior to loan maturity in July 2015.

The property continues to report stable quarterly cash flow of
approximately GBP 2.76 million and received an updated appraised
value of GBP 260.0 million in November 2014, indicative of a
whole-loan LTV of 53.8%.  The loan is accompanied by a long-dated
interest rate swap expiring in 2022; however, given the subject's
stable cash flow and prime real estate location, DBRS does not
view an associated swap breakage fee as an inherent risk.


PETRA DIAMONDS: Moody's Assigns (P)B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Petra Diamonds Limited a
provisional (P)B1 Corporate Family Rating (CFR). The provisional
CFR has been assigned on the basis of the anticipated successful
placement of Petra's proposed $300 million senior secured second
lien guaranteed notes issued by Petra Diamonds US Treasury Plc
and due 2020, to which Moody's has assigned a provisional (P)B2
rating. The provisional ratings assume no material variation in
the documentation received to date relating to the notes, Petra's
existing senior first lien obligations and proforma capital
structure. The outlook on the ratings is stable. This is the
first time Moody's has rated Petra.

Petra's provisional (P)B1 CFR is predicated on (1) the current
and forecast strong fundamentals of the diamond market, where
demand is expected to continue to outstrip supply, supporting a
resilient and an upward trending price trajectory; (2)
competitive cost positioning with predominantly long life well
prospected and understood underground mines producing diamonds at
costs on par with that of lower cost open-pit mines; and (3)
conservative financial policies and a strong financial profile
which improves as undiluted ore contributes more significantly to
production with low execution risks.

The ratings are constrained by (1) Petra's scale as a mid tier
diamond producer ($502 million revenue for the twelve months
ended December 31, 2014) with four mines in South Africa (Baa2
stable), one mine in Tanzania (unrated) and exploratory land in
Botswana (A2 stable); (2) cash flow concentration which elevates
operational risk where >90% of EBITDA is derived from the
Cullinan and Finsch mines in South Africa; and (3) a single
commodity producer business profile with full exposure to
volatility in the diamond market and ZAR/USD exchange rate.

Petra's $300 million notes due 2020 are senior to certain
subordinated obligations of the company supporting our loss given
default assessment while also benefiting from a second lien
position relative to guarantees and collateral provided to other
senior lenders through a security SPV structure. Senior
facilities along with the $93.3 million BEE refinancing loan
obligation by BEE partners to Petra's senior lenders (Petra
stands guarantee to the senior lenders in this regard) are
supported by guarantees on a first lien basis from major
operating subsidiaries including additional collateral of their
shares and bank accounts which, all together, are part of the
security SPV structure. Moody's reflects the BEE refinancing loan
guarantee obligation as part of the first lien creditor class
given that the guarantee would more than likely be called upon in
the event of default. Senior debt facilities, including the BEE
refinancing loan guarantee obligation, are therefore a larger
input versus subordinated obligations into the debt capital
structure, thereby leading to the (P)B2 rating on the notes
relative to the (P)B1 CFR.

Petra's ratings benefit from an adequate liquidity profile which
provides the company with a degree of flexibility to remediate
operations in the event of production disruption or depressed
diamond prices. Similarly, available cash balances and committed
bank facilities provide support through working capital cycles
that the company faces between diamond tenders. Post placement of
the notes and following deployment of proceeds, Petra will have a
sizeable cash reserve available and undrawn committed bank
facilities providing c$450 million liquidity sources for their
operations and future capex needs. In addition Petra will benefit
from a long dated debt maturity profile with no significant
maturities arising over the next three years.

Upward pressure on Petra's ratings are limited taking into
account cash flow generation concentration from two mines, scale
of production and that any material changes to the capital
structure are unlikely at this time.

Downward pressure on the rating could result if it does not
become apparent that Debt/EBITDA is trending below 2.5x and
EBIT/interest expense is trending above 4x. Similar downward
pressure could result if Petra were to face (1) long term
challenges in accessing undiluted ore at its Cullinan and Finsch
mines; OR (2) a deterioration of their liquidity profile.

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.

Petra Diamonds Limited is a diamond producer listed on the Main
Market of the London Stock Exchange, registered in Berumda and
domiciled in Jersey. For fiscal year 2014 (FY2014, ending June
2014), Petra produced 3.1 million carats (Mcts) of diamond,
accounting for ca. 2% of the world's production by volume and 3%
by value.


TESCO PLC: Fitch Lowers IDR to 'BB+'; Outlook Negative
------------------------------------------------------
Fitch Ratings has downgraded UK-based Tesco PLC's (Tesco) Long-
term Issuer Default Rating (IDR) and senior unsecured rating to
'BB+' from 'BBB-'.  The Outlook remains Negative.  The Short-term
IDR has been downgraded to 'B' from 'F3'.

The downgrade reflects a weakening outlook for the group's near
term profitability in its core UK operations relative to our
prior expectations as the company implements its wide-ranging
turnaround plan, which has started to support volume and market
share gains in the UK.  In addition, Fitch expects next year's
free cash flow (FCF) generation to be impacted by the timing of
restructuring charges and working capital effects associated with
changes to supplier relationships.  These, despite discipline on
shareholder returns and investments, have led to a spike in
leverage and a financial risk profile, including asset disposals,
that is more aligned with a 'BB+' rating.

Fitch now views the acceleration of strategic initiatives such as
non-core asset disposals as a key source of near-term
deleveraging.  This is because Fitch expects UK profitability in
the short term to remain impaired and volatile as the company
implements its restructuring in a deflationary environment for
food retailing.

The Negative Outlook reflects the continued pressures Tesco's
core UK business faces in restoring profitability, despite the
initiatives carried out by management.  Fitch believes that
management have identified, and will use, available strategic
options to improve credit metrics; however, these are subject to
execution risks and uncertain timing, which in turn are reflected
in the Negative Outlook.  During this period, the group's ratings
will remain underpinned by strong liquidity, relative to the
rating category, which supports the execution of the announced
strategic changes and helps protect value in the business.

KEY RATING DRIVERS

UK Operating Environment Remains Challenging

Tesco's UK operating model is challenged by structural pressures
affecting the UK food retail market, such as changing consumer
behavior and disruptive competition from hard-discounters.  This
has resulted in an evolving retail channel mix favoring smaller
retail and online formats.

As a UK leader in large retail formats, Fitch views Tesco as
particularly susceptible to high operational leverage, which adds
to pressure on margins in the currently deflationary environment
for core grocery products.  Strengthening UK consumer confidence
so far has not benefited food retailers, with consumer spending
favoring big-ticket items, leisure activities and debt repayment,
and Fitch expects the strong focus on value to remain a key
feature in the UK food retail segment.

Defending Volume/Market Share

Fitch expects Tesco to continue focusing on volume growth and
defending its dominant market share.  The group has reported
positive like-for-like sales momentum so far in 2015.  Volume and
scale are key to supporting its UK store network across all
retail channels, including Tesco's leading market position in
online and convenience.  Key components of this strategic
repositioning are a refocused product range (albeit remaining a
multi-choice retailer), simplification of its price positioning
and transparency, supply chain and availability, as well as a
leaner management structure and better in-store service.

Near-term Profitability under Pressure

Fitch assumes profitability for Tesco's UK operations at just
above breakeven for the financial year ending February 2016
(FY16), as it sacrifices margins to boost footfall.  Weak group
profitability, supported by adequate margins from Asia, is low
relative to the 'BB' rating category median for the sector.  To
achieve a sustainable and above-industry average profitability
Fitch believes further cost reduction will be needed over and
above the announced measures, with a focus on addressing the high
rent expenses in the business.

Focus on Cost, Property Management

Fitch recognizes rental obligations as the key component of
Tesco's cost base, and therefore of a meaningful recovery in
profitability in the UK.  Fitch considers Tesco's flexibility in
the UK as weak in the near-term, due to a lower number of
directly owned stores (around 40% owned properties in the UK by
value) and long-term lease arrangement partially subject to
unfavorable RPI linkage, particularly for its larger store
formats.  Renegotiation and rebasing some of these rents will
take time and is one of the key assumptions for Fitch in delaying
its underlying recovery assumptions in our rating projections.
In addition, Tesco has realized GBP4.7bn of non-cash write-downs
on their owned store portfolio, recognizing the impaired value of
such retail properties in the current difficult retail
environment.

In this context, Fitch expects an accelerated focus on property
management in line with the recent transaction executed with
British Land.  Fitch also sees Tesco seeking to increase direct
ownership of its stores, to allow for greater management and cost
flexibility, albeit accompanied by a potential increase of debt
in the near-term.

Financial Risk Profile Elevated

Given the delayed recovery assumptions in the core UK market,
coupled with softness in some of the international operations,
Fitch views the deleveraging potential from internal cash
preservation and improving trading performance in the near term
as limited.  Fitch expects FFO adjusted net leverage to peak at
5.6x, with FFO fixed charge cover bottoming out at 1.6x in FY16
before increasing thereafter, leading to a financial profile,
excluding asset disposals, that is more aligned with the 'BB'
rating category.

Fitch therefore sees further cash preservation measures such as
asset disposals as the likely key route to deleverage the
business and repair the balance sheet.

LIQUIDITY & DEBT STRUCTURE

Liquidity is sufficient to meet Tesco's short-term debt
obligations.  It is supported by access to undrawn bank
facilities of GBP5 billion and a large cash and cash equivalent
balance of GBP1.8 billion at FYE15 (which Fitch adjusts at year-
end by GBP300 million for what the agency considers as either
legally restricted or absorbed in the working capital cycle).

Tesco has a well-diversified debt maturity profile and
demonstrated continued access to capital markets.  Furthermore,
its debt is not subject to financial covenants and Fitch
considers the maintenance covenants as undemanding.  The
downgrade of the Short-term IDR is linked to that of the Long-
term IDR.

KEY ASSUMPTIONS

   -- Continuation of improvement in UK like-for-like volumes in
      FY16

   -- Continuing pressure on group profitability, driven by the
      UK trading profit margin which is expected to be above
      break-even point for FY16

   -- GBP1 billion annual capex in FY16 and FY17

   -- No dividend pay-out for FY16 and FY17

   -- The rating case assumes that management will continue to
      explore strategic options to further repair the balance
      sheet over and above the disposal of dunnhumby expected to
      be completed in FY16

RATING SENSITIVITIES

Positive: Future developments that could, individually or
collectively, leading to a positive rating action, including a
revision of the Outlook to Stable:

   -- Sustained group EBIT margin of more than 2.5% (FYE15:
      estimated at 1.9%), reflecting the success of the
      turnaround of Tesco's operations in UK, improving
      profitability in its international businesses, and a
      successful execution of its strategic repositioning

   -- FFO fixed charge cover stabilizing above 2.0x (FYE15:
      estimated at 1.9x)

   -- Improving retail-only (excluding Tesco bank) FFO adjusted
      net leverage to below 4.5x (FYE15: estimated at 5.6x) on a
      sustained basis

   -- Move towards positive FCF generation (FCF after capex &
      dividends)

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

   -- Continuous deterioration in EBIT with accelerating
      competitive pressures in the UK food retail market and
      continuing headwinds in the international operations

   -- Continued loss of market share in domestic operations

   -- FFO fixed charge cover below 1.8x on a sustained basis

   -- Retail-only (excluding Tesco bank) FFO adjusted net
      leverage staying above 5.0x

   -- Sustained negative FCF margin (post capex & dividends),
      resulting in an upward trend in leverage

FULL LIST OF RATING ACTIONS

Tesco PLC

Long-term IDR: downgraded to 'BB+' from 'BBB-'; Outlook Negative
Senior unsecured debt: downgraded to 'BB+' from 'BBB-'
Short-term IDR: downgraded to 'B' from 'F3'

Tesco Corporate Treasury Services PLC

Senior unsecured debt: downgraded to 'BB+' from 'BBB-'
Short-term IDR: downgraded to 'B' from 'F3'


TULLIS RUSSELL: In Administration; 325 Jobs Affected
----------------------------------------------------
Perry Gourley at The Scotsman reports that more than 300 workers
have been made redundant at Tullis Russell Papermakers following
its collapse into administration.

According to The Scotsman, the company had been suffering a
long-term decline in its markets and had racked up losses
totaling GBP18.5 million over the last five years.

Steps began last year to find a buyer for the employee-owned
business, which was founded 206 years ago, but these proved
unsuccessful with more than 70 competitors rejecting
opportunities to buy the firm, The Scotsman recounts.

Joint administrators Blair Nimmo and Tony Friar of KPMG concluded
there was no option but to reduce the size of the workforce and
325 employees were axed "with immediate effect", The Scotsman
relays.  The remaining 149 workers have been retained to complete
a number of orders, The Scotsman notes.

A jobs taskforce announced on April 27 by First Minister Nicola
Sturgeon will be co-chaired by the Scottish Government and Fife
Council, The Scotsman discloses.  It will work with the
administrators to try to secure an alternative owner and look to
mitigate the effects of job losses by putting in place support
for workers to help them back into new jobs and training, The
Scotsman says.

Tullis Russell is a paper-making firm based at Markinch in Fife.


X-SUBSEA: Losses, Cash Flow Prompt Administration
-------------------------------------------------
Gareth Mackie at The Scotsman reports that X-Subsea has fallen
into administration with the loss of 20 jobs due to the downturn
in the oil and gas industry.

The move follows "unsustainable" losses and cash flow problems
stemming from a downturn in orders, The Scotsman relates.

According to The Scotsman, six of X-Subsea's staff based overseas
have been retained to complete its sole ongoing contract, but the
remaining 20 workers in Aberdeen have been made redundant with
immediate effect.

Joint administrators Iain Fraser and Tom MacLennan of FRP
Advisory will now seek a buyer for the business and its assets,
The Scotsman discloses.

X-Subsea's overseas subsidiaries in Mexico, Singapore, and the US
are not in administration, The Scotsman notes.

X-Subsea is an Aberdeen-based dredging services firm.


                            *********

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

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

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


                            *********


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

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

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

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