---

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

                           E U R O P E

           Thursday, June 11, 2015, Vol. 16, No. 114

                            Headlines

A L B A N I A

* ALBANIA: Bank of Albania to Help Restructure Bad Business Loans


B E L G I U M

DE ROUCK: Brussels Appeal Court Overturns Bankruptcy Ruling


G E R M A N Y

* GERMANY: Business Insolvencies Down 7.2% in 1st Qtr. 2015


G R E E C E

GREECE: Creditors May Have Until Winter to Reach Bailout Deal


I R E L A N D

PAYPAL INT'L: Irish Unit Left Liquidation With EUR265-Mil.


I T A L Y

OFFICINE MACCAFERRI: Fitch Revises Outlook & Affirms 'B' IDR


L U X E M B O U R G

BEFESA HOLDING: Moody's Lifts CFR to B2, Outlook Stable
MAUSER HOLDING: S&P Affirms 'B' CCR, Outlook Stable


N E T H E R L A N D S

SKELLIG ROCK: S&P Raises Rating on Class E Notes to 'B+'


R U S S I A

BANK RSCB: Bank of Russia Revokes Banking License
CB INVEST-ECOBANK: Bank of Russia Revokes Banking License
COMPANION INSURANCE: Bank of Russia Suspends Insurance License
DELTA KEY: Bank of Russia Terminates Provisional Administration
MOYA STRAKHOVAYA: Bank of Russia Suspends Insurance License

NATIONAL FIRE: Bank of Russia Revokes Insurance License
NCI EUROINVEST: Bank of Russia Revokes Banking License
RUSSIAN STANDARD: Moody's Lowers Deposit Ratings to 'B3'


S P A I N

ABENGOA SA: S&P Puts 'B' CCR on CreditWatch Positive
GRUPO ANTOLIN: Moody's Lowers CFR to B1, Outlook Stable


S W I T Z E R L A N D

CREDIT SUISSE: S&P Affirms 'BB+' Jr. Subordinated Debt Rating


U N I T E D   K I N G D O M

BRUNSWICK RAIL: Moody's Lowers CFR to Caa3, Outlook Negative
NEW LOOK: Moody's Changes Outlook on B3 CFR to Positive
NEW LOOK: Fitch Assigns B Rating to Planned GBP1BB Sr. Sec. Notes
PARAGON OFFSHORE: Moody's Lowers CFR to B2, Outlook Negative
QUAYSIDE RESTAURANT: In Voluntary Liquidation

SANTANDER UK: Fitch Assigns 'BB+' Rating to GBP750MM Securities
SHIELD HOLDCO: S&P Puts 'B+' CCR on CreditWatch Positive


                            *********


=============
A L B A N I A
=============


* ALBANIA: Bank of Albania to Help Restructure Bad Business Loans
-----------------------------------------------------------------
Top Channel reports that the Bank of Albania will coordinate a
plan which aims to restructure all bad loans for the 60 more
problematic debtors in the country. Top Channel reveals the scheme
through which the Bank aims to resolve the bad loans issue, which
is mainly caused by a small number of companies.

According to Top Channel, the bank has identified 60 businesses
that have 60% of the total bad loans, most of which have more than
one loan from several banks in parallel.  The Bank of Albania will
negotiate for a loan, for which every single bank that has given
the loan will sit and discuss a single monthly installment, Top
Channel says.

Sources say that this payment would be reduced and paid in one
single bank that will be chosen to lead this, Top Channel notes.
The chosen bank will then distribute the payments, Top Channel
relays.



=============
B E L G I U M
=============


DE ROUCK: Brussels Appeal Court Overturns Bankruptcy Ruling
-----------------------------------------------------------
Reuters reports that the judgment of the Brussels commercial court
of Feb 17, 2015, declaring the bankruptcy of De Rouck Geomatics SA
was overturned by the Brussels appeal court.

De Rouck Geomatics SA -- http://www.derouck.com-- is a Belgium-
based cartography company that creates maps of Belgium in
different formats, such as guides, maps, atlas, various digital
formats or databases.



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


* GERMANY: Business Insolvencies Down 7.2% in 1st Qtr. 2015
-----------------------------------------------------------
RTT News reports that the Federal Statistical Office said on
June 10 German business insolvencies continued to decline in the
first quarter of 2015.

According to RTT News, local courts reported 5,715 business
insolvencies in the first quarter, down 7.2% from the previous
year quarter.

The expected amount of outstanding debits owed to creditors
totaled nearly EUR4.2 billion in the first quarter, RTT News
discloses.  In the first quarter of 2014, it totaled nearly EUR6.0
billion, RTT News notes.

In March, business insolvencies rose 2.1% to 2,097, RTT News
relays.



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


GREECE: Creditors May Have Until Winter to Reach Bailout Deal
-------------------------------------------------------------
Gabriele Steinhauser and Viktoria Dendrinou at The Wall Street
Journal report that if Greece wants to avoid defaulting on its
debts, a deal has to be found within days.

But back-of-the-envelope calculations by Real Time Brussels show
that the Athens government and its creditors may have until the
winter to seal a third bailout deal for the country, The Journal
notes.

Greece's decision last week to bundle this month's payments to the
International Monetary Fund means its first major redemption,
EUR1.6 billion, is on June 30, The Journal says.  That's why a
"staff-level agreement" on budget cuts and overhauls between
Athens and the institutions overseeing its bailout by the June 18
Eurogroup at the latest is likely, The Journal discloses.  If both
debtor and creditors want to avoid calling the German Bundestag
back for an extra session, a deal could be preliminarily approved
at a special Eurogroup this weekend, The Journal states.

Whether this week or next, that meeting of eurozone finance
ministers will be key, according to The Journal.  They would have
to approve the conditions attached to new aid, set out a schedule
for loan payments linked Greece implementing "milestone" measures,
and extend the currency union's bailout package beyond its end-
June expiration date, The Journal says.  According to The Journal,
an extension would last at least until September and possibly into
December.

All this would give national parliaments -- in Greece and in
creditor countries like Germany -- sufficient time to vote through
the modified bailout deal and approve a first payout, likely all
or part of the EUR1.9 billion in profits from European Central
Bank's investments in Greek government bonds, before
June 30, The Journal says.



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


PAYPAL INT'L: Irish Unit Left Liquidation With EUR265-Mil.
----------------------------------------------------------
Gordon Deegan at Irish Examiner reports that the Irish subsidiary
of PayPal had cashed in over EUR265 million (US$302 million) after
going into liquidation.

The Dublin-based PayPal International Ltd acted as a holding
company for a number of Paypal subsidiaries, according to Irish
Examiner.  Documents filed with the Companies Office, confirming
that it has gone into voluntary liquidation, show that, in a
declaration of solvency after all debts are paid in full, the firm
will be left with a surplus of $302 million, the report relates.

The report notes that the surplus is made up of investments of
$232.58 million and cash of $70.24 million.  Along with acting as
a holding company, the firm -- established here in 2013 -- also
held the excess group cash funds, provided loans to related
parties and held investments in money market funds, the report
discloses.

The firm's most recent accounts, for the 12 months to the end of
December 2013, show that it recorded pre-tax profits of EUR100.79
million based on income from shares in group undertakings, the
report says.  The company had no employees and its voluntary
liquidation follows PayPal's massive expansion in Ireland in
recent years, the report discloses.

The firm's expansion here was beginning to pay dividends with pre-
tax profits at its main Irish firm increasing 43% to EUR11.2
million in 2013. The company has its European headquarters in
Blanchardstown, Dublin, where it hosts PayPal's European customer
services and financial services functions for the European market,
the report notes.

Led by Louise Phelan, the main growth at Paypal's Irish operations
is centered at its Dundalk, Co Louth, facility, where it announced
a further 400 jobs in June last year, the report says.  This
followed the online payment firm announcing 1,000 jobs at its
Irish operations in 2012 and its 2013. Figures show that revenues
at Paypal Europe Services Ltd increased by 28% from EUR102.27
million to EUR130.58 million, the report says.

The average number of employees at Paypal Europe Services Ltd in
2013 rose from 1,564 to 1,871 and staff costs at the firm rose 19%
from EUR78.27 million to EUR93.4 million, the report relays.

PayPal was purchased by eBay for $1.5 billion in 2002, while
Paypal Europe Services Ltd was incorporated in Ireland in 2006.

PayPal operates an online internet marketplace where buyers and
sellers buy and trade goods and services, the payments of which
are managed and secured by PayPal.



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


OFFICINE MACCAFERRI: Fitch Revises Outlook & Affirms 'B' IDR
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Italy-based building
products company Officine Maccaferri S.p.A. to Negative from
Stable and affirmed its Long-term Issuer Default Rating and senior
unsecured rating at 'B'.

The Negative Outlook reflects the risk that leverage, which at
6.8x at end-2014 was materially above the downgrade guideline of
5x, may remain high for the rating, especially if the company's
performance in the short to medium term falls short of Fitch's
expectations.  In addition, free cash flow (FCF) will be
inadequate to carry out the expected reduction of debt levels and
leverage to levels commensurate with the rating.

The senior unsecured bond rating reflects Fitch's recovery
analysis of the company on a going concern basis, using an
industry-consistent multiple applied to an appropriately stressed
EBITDA level and noting the geographical diversity of the assets
of the company, some of which are domiciled in countries with a
'RR4' cap.  This results in 50% recoveries and a Recovery Rating
of 'RR4' and leads to an equalization with the IDR.

KEY RATING DRIVERS

Weak to Moderate Financial Profile

Officine Maccaferri's financial profile is weak, although Fitch
expects it to improve over the medium term.  Gross leverage is
expected to be over 5x for the next two years, and to remain over
4x to end-2018, assuming some debt reduction over the short to
medium term and a gradual rise in funds from operations (FFO).
The FCF margin, which was 1.6% in 2014, is expected to improve to
over 2% of revenue in the coming years.

However, this is dependent on the company maintaining a
conservative dividend policy, reduced capex and stable working-
capital flows.  Given the flexibility in the cost structure, we
expect the company's EBIT margins to remain stable at over 7% over
the coming years (7.2% in 2014), which is in line with the
ratings.  FFO fixed charge cover, which was at 2.1x at end-2014,
is expected to approach 3x in the next three years.

Improved Liquidity

Despite the anticipated moderate FCF generation in the short to
medium term, and the absence of a back-up revolving credit
facility, we consider the company's liquidity adequate.  Overall
debt levels at end-2014 were higher than previously forecast as a
result of the company maintaining a larger liquidity buffer due to
the lower than expected earnings in 2014 and investment needs.
However, the group's liquidity position has improved significantly
thanks to the mid-2014 seven-year EUR200m bond issuance, which was
used to re-finance a significant portion of existing bank debt.
Reported cash at end-2014 was EUR43m, up from EUR23m at end-2013,
largely due to some of the bond proceeds being retained for short-
term investment needs.

Niche Market Leader

The company is a leader in a small, niche market and provides
unique products.  Officine Maccaferri also benefits from
geographic diversity, and is well placed to benefit from some
favorable long-term key drivers of its business.  Nevertheless, it
is a small company operating in a market with medium-sized
barriers to entry, and is exposed to competitive pressures.

Corporate Governance Under Scrutiny

Officine Maccaferri is part of a family-owned and -run
conglomerate.  Fitch has not factored support for other group
companies into its ratings, but evidence of excessive cash
channelling to other group entities could have a negative rating
impact.  However, certain measures are in place to improve
governance, including largely non-recourse debt issuance among its
operating entities and restrictions on dividend upstreaming to the
parent.  Fitch notes that part of the reason for the rise in net
debt in 2014 was the result of Maccaferri issuing a short-term
interest bearing loan to its parent, which at end-2014 had EUR33m
outstanding, and which Fitch does not include in its calculation
of cash.

KEY ASSUMPTIONS

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

   -- Mid-single digit revenue growth in the short to medium
      term, primarily driven by civil infrastructure demand

   -- The relative flexibility of the company's cost structure is
      likely to result in broadly flat EBITDA margins in the
      short to medium term

   -- Some further working capital cash outflows in 2015 and 2016
      as a result of business growth

   -- No M&A activity with any significant acquisitions treated
      as event risk

   -- Moderate dividends to remain in place over the medium term

   -- Capex to run at roughly 2%-3% of revenue

   -- Bank debt to be gradually paid down from FCF

RATING SENSITIVITIES

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

   -- FFO adjusted leverage below 4x
   -- FFO fixed charge cover above 3.5x
   -- FCF above 2% of revenue
   -- EBIT margin above 7%; all on a sustained basis

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

   -- FFO adjusted leverage above 5x
   -- FFO fixed charge cover below 2.5x
   -- Negative FCF
   -- EBIT margin below 5%, all on a sustained basis



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


BEFESA HOLDING: Moody's Lifts CFR to B2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded to B2/B2-PD from B3/B3-PD the
Corporate Family Rating and Probability of Default Rating of
Befesa Holding S.a.r.l., the ultimate holding company for the
Befesa Medio Ambiente Group (Befesa or BMA). Concurrently, the
rating for the EUR300 million senior secured bond issued by Zinc
Capital SA was upgraded to B1 from B2 and the rating for the
EUR150 million PIK toggle note issued by Bilbao (Luxembourg) SA
was upgraded to Caa1 from Caa2. The outlook on all ratings is
stable.

The rating upgrade of Befesa's CFR by one notch reflects the
company's strengthened operating and financial profile, helped by
various factors including higher zinc prices on the back of a
tight demand and supply balance as well as benefits from a weaker
EUR, considering that the company's reference prices are quoted in
USD. In addition, higher volumes owing to recent capacity
additions in Germany related to its aluminium business as well as
tight cost management with tangible benefits from cost take-out
measures supported the significantly improving operating
profitability over the past quarters. Lastly, the redemption of
the EUR50 million vendor note through equity made available by
majority shareholder Triton also supported financial metrics that
are as of March 2015 in line with the thresholds set for an
upgrade, such as the company's debt/EBITDA improving to around 5x
and Moody's expects this key metric to further improve to around
4.5 times (as adjusted by Moody's) over the course of 2015.

The rating continues to reflect BMA's significant exposure to zinc
price movements. While the company hedges about 60-70% of its zinc
equivalent volumes, Moody's notes that the recent move away from
swaps to options with a strike price at EUR1,250/ton in H2 2015
and 2016 (currently out of the money) will lead to higher
volatility in the group's profitability going forward. Debt
protection metrics might weaken significantly (estimated to around
6.5x debt/EBITDA) if Zinc prices were to fall towards levels of
the strike price, which however in the short term appears rather
unlikely considering current market prices at around EUR2,000/ton.
Also, debt redemption through modest amortization of term loans as
well as the recent repayment of the vendor note with equity help
to limit increases in leverage in a scenario of falling Zinc
prices. In this regard, expected leverage at around 4.5x in 2015
still appears high but in line with our requirements for the B2
rating.

BMA's consolidated liquidity profile is adequate with internal and
external cash sources being sufficient to meet committed cash
needs in the next 12 -- 18 months.

The B1 rating assigned to the EUR300 million senior secured notes
issued by Zinc Capital SA, proceeds of which have been on-lent via
a proceeds loan to Befesa Zinc, is one notch above BMA's corporate
family rating. This reflects the bond's senior ranking ahead of
the EUR150 million PIK-toggle Notes issued by Bilbao Luxemburg SA
issued outside the restricted group. Befesa Zinc and its
restricted subsidiaries are not guaranteeing any debt outstanding
at the level of Bilbao Luxembourg S.A. or Befesa Medio Ambiente
SL. At the same time, Befesa Zinc could pay dividends or provide
intercompany loans to its parent company, Befesa Medio Ambiente
SL, subject to the limitations included in the EUR300 million
senior secured bond, issued by Zinc Capital SA. We consider the
debt issued by the Befesa Zinc group and that of Befesa Medio
Ambiente, largely pertaining to a EUR135 million term loan, a
EUR25 million revolving credit facility and a EUR25 million
guarantee facility, as ranking pari passu. The Caa1 rating on the
PIK-toggle notes reflects their junior ranking behind sizeable
debt at the level of Befesa Zinc and Befesa Medio Ambiente, as
well as non-debt claims at the operating companies pertaining to
leases and trade payables.

An upgrade of the CFR to B1 would depend on the group achieving
debt/EBITDA well below 4.5x through the cycle helped by positive
free cash flow generation after expansion capex applied to debt
reduction. In addition, interest coverage in term of EBIT/Interest
expense above 2x is another factor assessed for an upgrade.
Furthermore, continued visibility for the next 18-24 months with
regards to the availability of hedging contracts in line with
BMA's hedging policy would be a prerequisite for any rating
upgrade.

The ratings could be downgraded if the group's liquidity position
eroded and its operating performance deteriorated for a protracted
period of time. Quantitatively, a downgrade could result from a
sustainable increase of consolidated leverage above 5x debt/EBITDA
through the cycle (as adjusted by Moody's), EBIT/interest expense
falling to below 1.7x and negative free cash flow generation over
a longer time period.

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

Befesa Holding S.a.r.l. is a Luxembourg-based holding company,
which indirectly owns 94% of Befesa Medio Ambiente, a Spanish
company specializing in the integral management and recycling of
industrial waste through its three divisions (1) steel dust
recycling (40% of revenues); (2) aluminium waste recycling (43%)
and (3) industrial waste management (17%). In the last twelve
months ending March 2015, the group generated revenues of EUR682
million.

Upgrades:

Issuer: Bilbao (Luxembourg) S.A.

  -- Senior Subordinated PIK notes, Upgraded to Caa1 (LGD6) from
     Caa2 (LGD5)

Issuer: Befesa Holding S.a.r.l.

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

  -- Corporate Family Rating, Upgraded to B2 from B3

Issuer: Zinc Capital S.A.

  -- Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD3)
     from B2 (LGD3)

Outlook Actions:

Issuer: Bilbao (Luxembourg) S.A.

  -- Outlook, Remains Stable

Issuer: Befesa Holding S.a.r.l.

  -- Outlook, Remains Stable

Issuer: Zinc Capital S.A.

  -- Outlook, Remains Stable


MAUSER HOLDING: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Luxembourg-registered industrial
packaging manufacturer Mauser Holding S.a r.l.  The outlook is
stable.

"At the same time, we affirmed our 'B' issue rating on Mauser's
EUR150 million revolving credit facility (RCF) and EUR50 million
acquisition facility.  The recovery rating on the RCF remains '3'.
We also affirmed our 'B' issue rating on the EUR445 million and
$320 million first-lien term loans, which are being increased by
EUR89 million (equivalent).  The recovery rating on these notes
remains '3'.  The recovery ratings of '3' indicate our expectation
for meaningful (50%-70%) recovery in the event of payment default
or bankruptcy.  We also affirmed our 'CCC+' rating on the $402
million second-lien term loan.  The recovery rating on these notes
remains '6' indicating our expectation for negligible (0%-10%)
recovery in the event of payment default or bankruptcy," S&P said.

"The affirmation reflects our view that the group's proposed plans
to pay a dividend of EUR185 million to its owner Clayton, Dubilier
& Rice (CD&R) will have a limited net effect on its credit
metrics, given its better-than-expected earnings performance.  The
group is planning to finance the dividend by extending its EUR445
million and US$320 million first-lien term loans by EUR89 million
(equivalent), and raising an additional EUR88 million from
factoring receivables.  We therefore continue to assess the
group's financial risk profile as "highly leveraged," as our
criteria define the term.  Despite expected improvements in
profitability, we believe the group's credit metrics will remain
stable, with Standard & Poor's-adjusted debt (including EUR55
million of preferred equity certificates) to EBITDA to remain
around 7.6x-7.8x in the short term.  At the same time, we forecast
the EBITDA interest coverage to remain strong at just over 2.5x,"
S&P said.

"The rating on Mauser also reflects our assessment of the group's
"fair" business risk profile.  Mauser's products have commodity-
like characteristics and it operates in a competitive industry.
Sales volumes and operating profits can therefore vary, depending
on supply-and-demand conditions and short-term pricing pressures
caused by fluctuations in costs of key raw materials.  Steel and
high-density polyethylene resins are two primary inputs.  These
risks are partly offset by Mauser's ability to pass-through raw
material price changes due to mechanisms in contracts with most
customers," S&P added.

S&P's assessment also reflects Mauser's large market share in the
industrial rigid packaging segment, including steel and plastic
drums and containers, and intermediate bulk containers (IBCs).
These are mainly used for petrochemical and specialty chemical
applications and sold through a global distribution network.
Mauser also benefits from long-standing relationships with its
diversified customer and supplier base.

S&P's base case assumes:

   -- Organic revenue growth (excluding foreign exchange effects)
      of about 6%-7%, supported by the higher growth potential of
      its IBC and reconditioned IBC segments;

   -- Improving margins, with Standard & Poor's-adjusted margins
      of about 13.0%-13.5% for next two years; and

   -- Bolt-on acquisitions of EUR20 million per year.

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

   -- Debt to EBITDA of about 7.6x-7.8x;
   -- Interest coverage ratio of about 2.5x-2.6x; and
   -- Free operating cash flow (FOCF) of about EUR50 million-
      EUR60 million for financial 2015.

The stable outlook reflects S&P's view that Mauser should be able
to sustain recent operating performance improvements, with
Standard & Poor's-adjusted EBITDA margin remaining about 13% over
the next 12-18 months.  The stable outlook also reflects S&P's
view that the group will maintain broadly stable credit metrics in
line with a "highly leveraged" financial risk profile in the short
term.

S&P could consider lowering the rating if Mauser posted negative
FOCF for a sustained period, or S&P observed a contraction in
EBITDA margins that appeared unlikely to recover.  This could
arise if its profitability deteriorates markedly in its various
markets or if the IBC segment grows far more slowly than S&P
currently expects.  A negative rating action may also arise if FFO
cash interest coverage falls below 2x, or liquidity deteriorates.

S&P does not view an upgrade as likely over the next 12-18 months,
given the group's very high leverage and aggressive financial
policies, as seen in its proposed dividend recapitalization.



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


SKELLIG ROCK: S&P Raises Rating on Class E Notes to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
all of Skellig Rock B.V.'s classes of notes.

The upgrades follow S&P's credit and cash flow analysis of the
transaction using data from the trustee report dated March 31,
2015, and the application of S&P's relevant criteria.

Skellig Rock is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms.  The transaction closed in November 2006.  Since
the end of the reinvestment period in November 2012, the issuer
has used all scheduled principal proceeds to redeem the notes in
the transaction's documented order of priority.

According to S&P's analysis, since its March 13, 2014 review, the
rated liabilities have significantly deleveraged, which has raised
the available credit enhancement for all classes of notes.  The
class A2a notes have now fully repaid and the class A-1, A-2b, and
A-3 notes have reduced by approximately EUR99.61 million, in
aggregate, representing a nearly 72% aggregate reduction of the
principal amount outstanding of these classes of notes.

S&P has analyzed the derivative counterparties' exposure to the
transaction under its current counterparty criteria, and S&P has
concluded that the counterparty exposure is currently sufficiently
limited so as not to affect S&P's ratings in this transaction.

S&P factored in the above observations and subjected the capital
structure to S&P's cash flow analysis, based on the methodology
and assumptions outlined in S&P's criteria, to determine the
break-even default rate (BDR).  S&P used the reported portfolio
balance that it considered to be performing, the principal cash
balance, the current weighted-average spread, and the weighted-
average recovery rates that S&P considered to be appropriate.  S&P
incorporated various cash flow stress scenarios using various
default patterns, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios.

In S&P's view, the available credit enhancement for the class A1,
A2b, A3, and B notes is now commensurate with higher ratings than
previously assigned.  S&P has therefore raised to 'AAA (sf)' its
ratings on all these classes of notes.

Under S&P's cash flow and credit analysis, the class C, D, and E
notes are all able to achieve higher ratings that those currently
assigned.  However, S&P's analysis shows that the application of
the largest obligor default test constrains its ratings on these
classes of notes.  S&P has therefore raised its ratings on these
classes of notes to the level at which they are constrained by the
application of this test.

RATINGS LIST

Skellig Rock B.V.
EUR425 mil secured fixed-rate, floating-rate and subordinated
notes
                          Rating        Rating
Class    Identifier       To            From
A1       83057LAG6        AAA (sf)      AA+ (sf)
A2b      83057LAF8        AAA (sf)      AA+ (sf)
A3       XS0273478510     AAA (sf)      AA+ (sf)
B        XS0273479161     AAA (sf)      AA (sf)
C        XS0273479591     AA+ (sf)      A (sf)
D        XS0273479757     BBB+ (sf)     BB+ (sf)
E        XS0273480417     B+ (sf)       B- (sf)



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


BANK RSCB: Bank of Russia Revokes Banking License
-------------------------------------------------
The Bank of Russia, by its Order No. OD-1293 dated June 10, 2015,
revoked the banking license from the Moscow-based credit
institution joint-stock company Republican Social Commercial Bank
or JSC BANK RSCB (Registration No. 2050) from June 10, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's failure
to comply with federal banking laws and Bank of Russia
regulations, and taking into account the application of measures
envisaged by the Federal Law "On the Central Bank of the Russian
Federation (Bank of Russia)".

BANK RSCB implemented high-risk lending policy connected with the
placement of funds into low-quality assets.  Adequate assessment
of risks assumed and true reflection of the bank's assets value
created grounds for the credit institutions' initiating measures
to prevent insolvency (bankruptcy).  Besides, due to
unsatisfactory quality of assets and subsequent insufficient cash
flows, the credit institution failed to timely honor its
obligations to creditors.

By its Order No. OD-1294, dated June 10, 2015, the Bank of Russia
has appointed a provisional administration to JSC BANK RSCB for
the period until the appointment of a receiver pursuant to the
Federal Law "On the Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking Activities".
In accordance with federal laws, the powers of the credit
institution's executive bodies are suspended.

BANK RSCB is a member of the deposit insurance system.  The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.

As of June 1, 2015, JSC BANK RSCB was ranked 439th by assets in
the Russian banking system.


CB INVEST-ECOBANK: Bank of Russia Revokes Banking License
---------------------------------------------------------
The Bank of Russia, by its Order No. OD-1297 dated June 10, 2015,
revoked the banking license from the St. Petersburg-based credit
institution Limited Liability Company Commercial Bank Invest-
Ecobank or LLC CB Invest-Ecobank (Registration No. 1956) from June
10, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's failure
to comply with federal banking laws and also Bank of Russia
regulations, repeated violations within one year of the
requirements stipulated by Article 7 (excluding Clause 3 of
Article 7) of the Federal Law "On Countering the Legalisation
(Laundering) of Criminally Obtained Incomes and the Financing of
Terrorism", and taking into account the application of measures
envisaged by the Federal Law "On the Central Bank of the Russian
Federation (Bank of Russia)".

CB Invest-Ecobank implemented high-risk lending policy, did not
create loan loss provisions commensurate with risks assumed and
did not comply with the requirements of legislation on anti-money
laundering and combating the financing of terrorism, including in
respect of submitting to the authorized body reliable data on
operations subject to obligatory control.  Besides, the credit
institution was involved in dubious payable-through operations,
and also large-value cash withdrawals abroad. The management and
owners of the bank have not taken measures required to normalize
its activities.

By its Order No. OD-1298, dated June 10, 2015, the Bank of Russia
has appointed a provisional administration to LLC CB Invest-
Ecobank for the period until the appointment of a receiver
pursuant to the Federal Law "On the Insolvency (Bankruptcy)" or a
liquidator under Article 23.1 of the Federal Law "On Banks and
Banking Activities".  In accordance with federal laws, the powers
of the credit institution's executive bodies are suspended.

As of June 1, 2015, LLC CB Invest-Ecobank was ranked 704th by
assets in the Russian banking system.


COMPANION INSURANCE: Bank of Russia Suspends Insurance License
--------------------------------------------------------------
The Bank of Russia, by its Order No. OD-1235 dated June 3, 2015,
suspended the insurance and reinsurance licenses of Companion
Insurance Group, limited liability company (registration number in
the unified state register of insurance agents 3301).

The decision is taken due to the failure of the insurer to execute
Bank of Russia instructions, namely, due to noncompliance with the
requirement to financial sustainability and solvency with respect
to creating insurance reserves, to procedure and conditions of
investing capital and insurance reserves.  The decision becomes
effective from the day it is published in the Bank of Russia
Bulletin.

Suspended licenses of the insurance agent shall mean a prohibition
on entering into insurance and reinsurance contracts, and also on
amending respective contracts resulting in increase in the
obligations of the insurance agent.  The insurance agent shall
accept applications on the occurrence of insured events and
perform obligations.


DELTA KEY: Bank of Russia Terminates Provisional Administration
----------------------------------------------------------------
Due to the ruling of the Arbitration court of the city of Moscow,
dated May 20, 2015, on the forced liquidation of the credit
institution Non-bank credit institution Delta Key, limited
liability company, (Bank of Russia Registration No. 3513-K, date
of registration is December 18, 2012) and on the appointment of a
liquidator in compliance with Clause 3 of Article 18927 of the
Federal Law "On the Insolvency (Bankruptcy)", the Bank of Russia
took a decision (Order No. OD-1215, dated June 1, 2015) to
terminate from June 2, 2015 the activity of the provisional
administration of the Moscow-based credit institution Non-bank
credit institution Delta Key, limited liability company, appointed
by Bank of Russia Order No. OD-529, dated March 6, 2015, "On the
Appointment of the Provisional Administration to Manage the
Moscow-Based Credit Institution Non-Bank Credit Institution Delta
Key, Limited Liability Company, or LLC NCO Delta Key Due to the
Revocation of its Banking Licence".


MOYA STRAKHOVAYA: Bank of Russia Suspends Insurance License
-----------------------------------------------------------
The Bank of Russia, by its Order No. OD-1232 dated June 3, 2015,
suspended the insurance and reinsurance licenses of Moya
Strakhovaya Kompaniya, limited liability company (registration
number in the unified state register of insurance agents 3895).

The decision is taken due to the failure of the insurer to execute
Bank of Russia instructions, namely, due to noncompliance with the
requirement to financial sustainability and solvency with respect
to creating insurance reserves, to procedure and conditions of
investing capital and insurance reserves.  The decision becomes
effective from the day it is published in the Bank of Russia
Bulletin.

Suspended license of the insurance agent shall mean a prohibition
on entering into insurance and reinsurance contracts, and also on
amending respective contracts resulting in increase in the
obligations of the insurance agent.  The insurance agent shall
accept applications on the occurrence of insured events and
perform obligations.


NATIONAL FIRE: Bank of Russia Revokes Insurance License
-------------------------------------------------------
By its Order No. OD-1238, dated June 3, 2015, the Bank of Russia
revoked insurance license from National Fire Insurance Company,
limited liability company (registration number in the unified
state register of insurance agents is 3084).

The decision is taken due to the insurer's failure to eliminate
violations of the insurance legislation, which served as a ground
for the suspension of the insurance and reinsurance licenses (Bank
of Russia Order No. OD-875, dated April 22, 2015, "On Suspending
Insurance and Reinsurance Licences of National Fire Insurance
Company, Limited Liability Company"), i.e. due to noncompliance
with requirements to financial sustainability and solvency with
respect to creating insurance reserves, to procedure and
conditions of investing capital and insurance reserves.  The
decision becomes effective from the day it is published in the
Bank of Russia Bulletin.

Due to the revocation of licenses National Fire Insurance Company,
limited liability company, is obliged:

-- to take a decision on the termination of insurance activity
    in accordance with Russian legislation;

-- to meet its liabilities arising from insurance (reinsurance)
    contracts, including the payment of insurance benefits under
    insured events;

-- to transfer liabilities taken under insurance (reinsurance)
    contracts, and/or to cancel these contracts.

National Fire Insurance Company, limited liability company, shall
inform insured persons on the revocation of its licenses, early
termination of insurance (reinsurance) contracts and/or transfer
of liabilities taken under insurance contracts to another insurer
within a month after the decision on the revocation of licenses
becomes effective.


NCI EUROINVEST: Bank of Russia Revokes Banking License
------------------------------------------------------
The Bank of Russia, by its Order No. OD-1295 dated June 10, 2015,
revoked the banking license from the Moscow-based credit
institution Non-bank credit institution Euroinvest (limited
liability company) or NCI Euroinvest (LLC) (Registration No. 3383-
K) from June 10, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- due to the credit institution's failure to
comply with federal banking laws and Bank of Russia regulations,
repeated violation within one year of the requirements of Article
7 (except for Clause 3 of Article 7) of the Federal Law "On
Countering the Legalisation (Laundering) of Criminally Obtained
Incomes and the Financing of Terrorism" and application of
measures envisaged by the Federal Law "On the Central Bank of the
Russian Federation (the Bank of Russia)".

NCI Euroinvest (LLC) has failed to comply with legislation
requirements as regards countering the legalization (laundering)
of criminally obtained incomes and the financing of terrorism in
terms of timely and full notification of the authorized body about
operations subject to obligatory control.

By its Order No. OD-1296, dated June 10, 2015, the Bank of Russia
has appointed a provisional administration to NCI Euroinvest (LLC)
for the period until the appointment of a receiver pursuant to the
Federal Law "On the Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking Activities".
In accordance with federal laws, the powers of the credit
institution's executive bodies are suspended.

According to the financial statements, as of June 1, 2015, NCI
Euroinvest (LLC) ranked 788th by assets in the Russian banking
system.


RUSSIAN STANDARD: Moody's Lowers Deposit Ratings to 'B3'
--------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 Russian
Standard Bank's long-term foreign and local-currency deposit
ratings, and its foreign-currency senior debt ratings. The outlook
on these ratings is negative. The bank's baseline credit
assessment (BCA) was downgraded to b3 from b2. The bank's foreign-
currency subordinated debt rating was downgraded to Caa1 from B3
and the rating assigned to the non-viability subordinated
securities was downgraded to Caa2(hyb) from Caa1(hyb). The bank's
Not-Prime short-term foreign-currency and local-currency deposit
ratings were affirmed.

The rating action was driven by (1) Russian Standard Bank's
substantial net losses -- posted in 2014 and anticipated in
2015 -- that reflect its high provisioning charges against growing
problem loans, following the weak performance in Russia's (Ba1
negative) consumer lending market; and (2) the significant decline
in the bank's Basel capital adequacy in 2014.

Concurrently, Moody's assigned long-term Counterparty Risk
Assessment (CR Assessment) of B2(cr) and short-term CR Assessment
of Not-Prime(cr) to the bank. This announcement follows the
publication of the rating agency's revised bank rating
methodology.

Moody's assessment of Russian Standard Bank's ratings is largely
based on the issuer's audited financial statements for 2014,
prepared under IFRS as well as information received from the bank.
At the same time Moody's has withdrawn, for its own business
reasons, the outlook on the bank's subordinated debt rating.

High provisioning charges meant that Russian Standard Bank
reported a substantial decline in its profitability metrics, with
return on average assets of -4.0% in 2014 (year-end 2013: 0.6%).
Furthermore, following substantially deteriorated asset quality
against the background of general weakening in the quality of
retail portfolios of Russian banks in 2014, its cost of risk
amounted to 17.0% in 2014 (year-end 2013: 10.0%, and year-end
2012: 6.9%). This asset-quality deterioration is driven by (1) the
rapid growth of household indebtedness in recent years; and (2)
the country's currently weak macroeconomic environment, with the
population's declining net income and, hence, weak debt-servicing
capacity. The bank's non-performing loans that are overdue by more
than 90 days increased to 17.2% of its total loan portfolio in
2014 from 10.4% reported at year-end 2013, and 5.6% posted at
year-end 2012.

As the consumer market and household income remain subdued,
Moody's does not expect any improvements in the operating
environment, which implies persistently high loan loss provisions
during 2015. Nevertheless, Moody's expects that Russian Standard
Bank's problem loans will not grow materially over next 12 months,
reflecting stricter underwriting standards, which will help to
contain the bank's provisioning charges and minimize net losses.

The aforementioned pressures have led to a substantial weakening
of the bank's capital metrics calculated according to Basel
requirements. Its Basel capital adequacy ratio (CAR) declined to
around 8.2% as of year-end 2014 relative to 16% in 2013, according
to Moody's estimates. The rating agency expects that the bank will
be able to recover its capital adequacy to low double-digit levels
over the next few months thanks to the shareholder's support and
currently negotiated capital injections from other sources, which
will help to absorb potential losses over next 12-18 months.
Nevertheless, if medium-term profitability pressures persist,
further capital erosion will be detrimental for the bank's credit
profile.

The challenges stemming from the bank's weak capital position and
asset quality are partially mitigated by Russian Standard Bank's
still sufficient, albeit decreasing problem-loans coverage metrics
(loan-loss reserves-to-problem loans ratio was 106% as at year-end
2014 relative to around 124% in 2013). The bank's strong liquidity
profile is also supportive for its ratings, as Russian Standard
Bank's liquid assets-to-total assets ratio was around 46% in 2014,
and accounted for around 18% after the deduction of securities
pledged under repo operations.

As part of the action, Moody's has assigned a long-term CR
Assessment of B2(cr) and short-term CR Assessment of Not-Prime(cr)
to the bank.

CR Assessments are opinions of how counterparty obligations are
likely to be treated if a bank fails and are distinct from debt
and deposit ratings in that they (1) consider only the risk of
default rather than the likelihood of default and the expected
financial loss suffered in the event of default and (2) apply to
counterparty obligations and contractual commitments rather than
debt or deposit instruments. The CR Assessment is an opinion of
the counterparty risk related to a bank's covered bonds,
contractual performance obligations (servicing), derivatives
(e.g., swaps), letters of credit, guarantees and liquidity
facilities.

Russian Standard Bank's CR Assessment -- which is an assessment of
the ability to avoid defaulting on its operating
obligations -- is in line with the bank's Adjusted BCA and its
deposit ratings. This alignment reflects Moody's view the Bahraini
authorities are unlikely to be involved in the resolution of an
off-shore bank and honor the operating obligations the CR
Assessment refers to, given the limited impact of offshore banks
on the domestic economy and hence the small incentive to the
authorities to preserve an off-shore bank's critical functions.

The negative outlook on Russian Standard Bank's long-term deposit
and debt ratings implies that upward rating pressure is limited.
The outlook on the long-term ratings could be changed to stable if
the bank improves its profitability and asset-quality metrics,
while substantially increasing its capital levels.

Downward pressure could be exerted on Russian Standard Bank's
ratings as a result of (1) increased pressure on its profitability
caused, in turn, by further asset-quality erosion; and (2) further
deterioration in the bank's capitalization.

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

Headquartered in Moscow, Russia, Russian Standard Bank reported
total assets of RUB411 billion (around US$7.7 billion) and net
loss of RUB15.9 billion (around US$300 million), according to
audited IFRS at year-end 2014. Retail loans comprise the bulk of
Russian Standard Bank's total loans, with credit card loans and
unsecured consumer loans (cash and point-of-sale loans) dominating
the loan book (67% and 21% of the total, respectively, according
to IFRS as of year-end 2014).



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


ABENGOA SA: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' long-
term corporate credit rating on Spanish engineering and
construction company Abengoa S.A. on CreditWatch with positive
implications.  S&P affirmed the 'B' short-term corporate credit
rating.

S&P also placed the 'B' issue rating on the senior unsecured notes
issued by both Abengoa S.A. and Abengoa Finance S.A.U., and
including the EUR265 million and US$300 million greenfield bonds,
on CreditWatch positive.  The recovery rating on these notes is
unchanged at '4'.

At the same time, S&P affirmed its 'BB+' long-term corporate
credit rating on Abengoa Yield PLC.  The outlook is stable.  S&P
affirmed its 'BBB' issue rating on Abengoa Yield PLC's senior
secured debt and S&P's 'BB+' issue rating on Abengoa Yield PLC's
senior unsecured debt.

S&P believes that Abengoa S.A. is committed to reducing its stake
in Abengoa Yield PLC, and S&P now expects the reduction -- to
below 50% -- to take place within the next three months.  S&P
therefore will no longer consolidate Abengoa Yield PLC in our
analysis of Abengoa S.A.

Following recent transactions, and S&P's expectations that Abengoa
S.A. will continue to place concessions assets into the yield
company, S&P believes it likely that Abengoa S.A.'s financial risk
profile will approach what S&P typically classifies as
"aggressive.  This also includes the impact from APW-1, a new
entity, which will take up most of Abengoa S.A.'s construction
projects in the future.  In the second quarter of 2015, S&P
understands Abengoa S.A. received EUR460 million in compensation
for already-spent capital expenditures, and that the company is
expecting another EUR200 million later this year.  S&P notes,
however, that the financial impact at year-end 2015 ultimately
will depend also on Abengoa S.A.'s success in continuing to sell
concession business to the yield company.

Earlier in 2015, Abengoa S.A. sold 13% of the yield company and
executed its second and third asset sale to the yield company.
S&P considers Abengoa S.A.'s management to be committed to
executing its strategy.

S&P doesn't expect Abengoa S.A. to provide any credit support to
Abengoa Yield PLC or any of its project finance transactions.  In
S&P's forecasts, it assumes that Abengoa S.A.'s management will
continue to meet its targets, and S&P assumes the company will
gain about EUR1.7 billion in total of cash inflow from various
actions to reduce debt, of which EUR1 billion has already come in
over the first half of 2015.  This includes the sale of 13% in
Abengoa Yield PLC, ROFO 2, and ROFO 3, and the initial payment
from EIG.  S&P therefore believes management has demonstrated its
ability to execute both its strategy and its access to the
financial market since November 2014, when the market reacted very
negatively to Abengoa's guarantee of a bond within its nonrecourse
debt.

The CreditWatch positive reflects the likelihood that S&P will
raise its rating on Abengoa S.A. to 'B+' following a change in
S&P's analytical consolidation approach of the company.  Excluding
the consolidation of Abengoa Yield PLC, S&P expects to see a
reduction in the amount of consolidated debt it uses in its
analysis.  Including S&P's expectations that Abengoa S.A. will
continue to sell assets to the yield company, credit ratios are
likely to be in the upper end of the "highly leveraged" category,
which could lead to a one-notch upgrade.  The CreditWatch
placement will enable S&P to complete its review of the new scope
of analytical consolidation for Abengoa S.A., and S&P expects this
to be completed within the next month.

The stable outlook on Abengoa Yield PLC reflects S&P's expectation
that its underlying businesses will continue to provide consistent
dividends and easily cover debt service at the holding company
level.


GRUPO ANTOLIN: Moody's Lowers CFR to B1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service concluded the review of Grupo Antolin's
ratings initiated on April 20, 2015 and downgraded to B1 from Ba3
the corporate family rating and to B1-PD from Ba3-PD the
probability of default rating of Grupo Antolin-Irausa, S.A. (Grupo
Antolin). The rating of the EUR400 million senior secured notes
due 2021 issued by Grupo Antolin Dutch B.V. has been downgraded to
B1 from Ba3. The outlook on all ratings is stable.

At the same time Moody's assigned a B1 rating to the planned
EUR400 million senior secured notes to be issued by Grupo Antolin
Dutch B.V. in order to finance the acquisition of the automotive
interiors business from Magna International Inc.

Downgrades:

Issuer: Grupo Antolin-Irausa, S.A.

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Probability of Default Rating, Downgraded to B1-PD from
     Ba3-PD

Issuer: Grupo Antolin Dutch B.V.

  -- BACKED Senior Secured Regular Bond/Debenture, Downgraded to
     B1 from Ba3

Assignments:

Issuer: Grupo Antolin Dutch B.V.

  -- BACKED Senior Secured Regular Bond/Debenture, Assigned B1

Outlook Actions:

Issuer: Grupo Antolin-Irausa, S.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Grupo Antolin Dutch B.V.

  -- Outlook, Changed To Stable From Rating Under Review

The rating action concludes the review process initiated on April
20, 2015 following the announcement that Grupo Antolin has entered
into an agreement to purchase substantially all of the interiors
operations of Magna International Inc. (rated Baa1) at a price of
US$525 million on a cash and debt free basis. With total sales of
US$2,433 million in 2014, the acquired business will contribute to
double Grupo Antolin's sales of EUR2,225 million in the same
period. With activities in the areas of door panels, cockpits,
instrument panels/floor consoles, carpets and acoustics,
garnish/hard trim, package trays/load floors and overhead systems,
the acquisition is complementary to Grupo Antolin's product
offering of car interior products.

While the deal follows a solid strategic rationale as it helps to
gain scale in a consolidating environment and the acquisition
helps to diversify Grupo Antolin's products and customer base,
these benefits will in Moody's view be more than mitigated by the
weakening of the financial profile. This relates to the full debt-
financing of the purchase price, the margin dilutive effect
considering that operating profitability of Magna's Interiors
business is well below that of Grupo Antolin's, and potential
integration challenges that come with such a transformational
transaction. We expect the combined group's debt/EBTIDA to
increase to around 5x in the first year after closing, which
adequately supports the B1 rating.

While Grupo Antolin has performed in line with expectations since
rating assignment in early 2014 by meaningfully expanding
operating profitability both in nominal and margin terms, the
acquired activities from Magna were hit by operational issues
resulting in a negative EBIT of around EUR-50 million in 2014
compared to approximately EUR+40 million in 2013. Grupo Antolin's
business plan aims to swiftly turn around profitability of the
acquired businesses, primarily on the back of targeted opex and
capex savings. Looking ahead Moody's expects Grupo Antolin's
management to continue its conservative financial policy with
moderate dividend payments and no further transformational M&A
until the acquisition of Magna's interior business has been
digested.

Beyond that the B1 Corporate Family Rating (CFR) is supported by
(1) the company's solid business profile with a strong market
position in interior products in core markets , becoming the
global #3 player for interior products following the acquisition
with a good level of geographic diversification, (2) a good track
record of Grupo Antolin stand-alone profitable growth under an
experienced management team, (3) continued conservative dividend
policy and (4) the company's proven resilience against raw
material price volatility.

At the same time, the ratings are constrained by (1) the company's
exposure to the cyclical automotive industry without the
mitigating effect from aftermarket activities, (2) some
uncertainty related to achieving targeted profit improvements in
the acquired operations within the targeted timeframe and (3) a
relatively high leverage ratio expected by Moody's around 5x
(gross) Debt / EBITDA in the first year after closing of the
acquisition, supported by an EBITDA level that might reflect the
peak in a cyclical industry.

In its analysis of the capital structure Moody's distinguishes two
layers of debt: The main layer of debt comprises the EUR200
million revolving credit facility and a total of EUR400 million
term loan A to Grupo Antolin together with a EUR70 million
facility from ADE (the Agency for Business Innovation, Financing
and Internationalisation of Castilla and Le¢n), and a total of
EUR45 million soft loans from government bodies and local credit
lines. The notes issued by Grupo Antolin Dutch B.V. get the same
rank in our loss given default assessment in view of their benefit
from (a) a guarantee from Grupo Antolin and (b) guarantees by
subsidiaries of the group representing around 73% of consolidated
EBITDA and 64% of consolidated assets. Finally, we put trade
payables, pension liabilities (EUR10 million) and lease rejection
claims (EUR19 million) located at the operating subsidiaries into
rank 2 as well. A higher rank is given to some EUR3.2 million
property loans secured by mortgages and EUR5.1 million of
financial debt at non-guaranteeing subsidiaries.

Moody's considers Grupo Antolin's liquidity profile to be
adequate. As of March 2015 the company reports available cash of
around EUR127 million. According to Moody's estimate other cash
sources for the next 12 months ending March 2016 comprise FFO of
around EUR250 million as well as EUR200 million revolving credit
facility maturing in 2019, which is expected to remain largely
undrawn during the next 12 months. The senior bank facility is
subjected to conditional language and financial covenants set with
headroom against management's business plan. Expected cash uses
totalling more than EUR580 million for the 12-month period ending
March 2016 mainly relate to working cash required to run the
business (EUR130 million, assumed at 3% of revenues), EUR140
million working capital consumption, EUR260 million capex, EUR43
million debt maturities and EUR6 million dividends.

The rating incorporates the assumption that the announced
acquisition of Magna's automotive interior business will be
executed as planned. The stable outlook assigned factors in the
expectation that Grupo Antolin will be able to manage the
integration challenges, to gradually improve profitability of the
acquired activities and to build on the solid performance the
group has consistently shown since 2010.

Upward pressure on the rating could develop if the EBITA margin
recovers towards 5% on a sustainable basis (2014: 7.2%) and if
interest coverage stabilizes well above 2.5x EBITA / interest
expense (2014: 3.2x). In addition, a consistently positive Free
Cash Flow generation (2014: -1.2%) and a permanent reduction in
leverage below 4.0x debt/EBITDA (2014: 3.7x) could be positive for
the rating (all figures in this paragraph are as adjusted by
Moody's). The rating could be downgraded if Grupo Antolin would be
unable to achieve an EBITA Margin well above 4%, interest cover
below 2.0x EBITA / Interest expense, material negative free cash
flow beyond 2015 or if its leverage exceeds 5.0x Debt/EBITDA,
within the first full year after closing of the transaction (all
figures in this paragraph are as adjusted by Moody's).

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

Headquartered in Burgos / Spain, Grupo Antolin-Irausa, S.A. is a
family owned tier 1 supplier to the auto motive industry. The
company, which ranks 59 in the world ranking of the largest
automotive suppliers, employs more than 13,500 people and operates
more than 120 production manufacturing plants and just-in-time
facilities in 24 countries. It focuses its activities on the
design, development, manufacturing and supply of components for
vehicle interiors, which includes overheads (headliners), door
trims, seating and interior lighting components.



=====================
S W I T Z E R L A N D
=====================


CREDIT SUISSE: S&P Affirms 'BB+' Jr. Subordinated Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised to
stable from negative the outlook on Switzerland-based Credit
Suisse AG (CS) and UBS AG and the other core operating companies
in their groups.  Where relevant, S&P affirmed its 'A-1' short-
term and/or 'A' long-term counterparty credit ratings on these
entities.

At the same time, S&P affirmed the 'BBB+' long-term counterparty
credit rating on Credit Suisse Group AG and the 'BBB+/A-2' long-
and short-term counterparty credit ratings on UBS Group AG.  The
outlooks on both entities remain stable.

S&P also affirmed the issue credit ratings on subordinated and
hybrid capital instruments issued by these entities and related
entities in the two groups.

RATIONALE

The rating actions reflect S&P's view that the sizable and growing
buffers of additional loss-absorbing capacity (ALAC) at CS and UBS
are likely to offset any decline in the prospect of extraordinary
government support by the end of this year, as the Swiss bank
resolution regime is completed.

S&P continues to believe that, although the prospect of
extraordinary government support for systemic Swiss banks remains
"supportive" for now, it is likely to become less predictable from
the end of 2015.  This reflects the timeframe for planned legal
enhancements to the country's already advanced resolution regime,
which include giving the regulator FINMA bail-in power over
holding companies and the ability to effect a legal stay on the
close-out of derivative contracts.  At that time, S&P expects to
recognize the Swiss resolution regime as likely to allow a well-
defined and effective bail-in process--under which FINMA would
permit nonviable, systemically important banks to continue
critical functions as going concerns following a bail-in of
eligible liabilities.

S&P considers that the completion of a credible resolution
framework will afford the Swiss government significant leeway in
determining how much, if any, solvency support to provide to a
failing systemic bank.  This view, and the rating affirmation,
take into account S&P's observation that CS and UBS already have a
sizable volume of loss-absorbing capital, which S&P expects they
will build further.  S&P considers it highly likely that the group
credit profiles (GCPs) of CS and UBS, and so S&P's issuer credit
ratings on their core operating companies, will continue to
benefit from one notch of uplift, either for government support or
ALAC support.

S&P's assessment of CS' and UBS' ALAC includes most but not all of
their capital instruments, because S&P believes they usually have
capacity to absorb losses without triggering a default on the
senior obligations of the core operating companies -- notably CS
AG and UBS AG -- and they meet S&P's other criteria for inclusion.

On this basis, S&P calculates that CS' ALAC was 3.2% of Standard &
Poor's risk-weighted assets (S&P RWA) at year-end 2014, below the
5.25% threshold that S&P considers necessary for one notch of
uplift.  However, CS has since issued over 10 billion Swiss francs
(CHF) of "bail-inable" senior debt out of a funding entity
guaranteed by Credit Suisse Group AG, nearly doubling the end-2014
ALAC ratio.  Given the internal downstream mechanism associated
with these issues, S&P includes them as ALAC for CS AG, which
contributes to S&P's expectations of ALAC approaching 7.5% of S&P
RWA by end 2015.  S&P anticipates that CS will continue to replace
existing long-term senior debt with similar instruments as they
mature, further improving the share of ALAC to S&P RWA.

For UBS, S&P calculates an ALAC ratio of 3.8% at year-end 2014.
Taking into account issuance in the first quarter of 2015, notably
CHF3.5 billion of additional Tier-1 instruments, S&P estimates an
ALAC ratio of 5.2% at end-March 2015.

S&P currently expects that these ALAC ratios could grow to 11%-12%
for CS and 6%-7% for UBS by the end of 2016.  This reflects S&P's
expectations:

   -- From 2016, new regulatory requirements would lead both
      groups to at least maintain, and probably increase, their
      existing buffer of ALAC.  They will likely replace maturing
      capital instruments (some of which are not ALAC-eligible)
      with ALAC-eligible instruments.  CS and maybe UBS will
      issue a growing volume of bail-inable senior debt at the
      holding company level, as CS is already doing through
      special-purpose entities.

S&P uses 5.25% and 8.5% thresholds for one or two notches of
uplift for ALAC capacity for UBS and CS, higher than the standard
5.0% and 8.0% thresholds under S&P's criteria.  This is because
S&P currently considers that the two groups' loss-absorbing
capacity may be positioned in a way that would make it challenging
for them to deploy it flexibly in a stress scenario.  As
regulatory requirements and common practices emerge in this area,
S&P may raise or lower these thresholds.

The unsupported GCPs of CS and UBS remain at 'a-'.  This
assessment acknowledges the steps that both companies are taking
to create subsidiaries that will house their domestic, Swiss-
booked businesses. UBS currently expects that UBS Switzerland AG
will go live after an asset transfer from UBS AG on June 14, 2015,
and CS' Swiss subsidiary appears likely to follow in the second
half of 2016.  While some details remain unclear, particularly for
Credit Suisse, S&P considers that the creation of these
subsidiaries, including possible associated constraints on
intragroup exposures and funding, would somewhat impair the
fungibility of each group's resources.  Nevertheless, S&P's
ratings already acknowledge the imperfect fungibility of these
resources, as do the groups' treasury and capital management
policies, and S&P do not expect the subsidiaries to be ringfenced
from their affiliates.  Furthermore, while such restructuring
projects carry sizable implementation costs and introduce
potential cost inefficiencies, S&P considers the former to be
affordable and nonrecurring, and the latter likely to be easily
absorbable within each group's preprovision earnings.

Since February 2015, S&P no longer include notches for government
support in the ratings on Swiss bank non-operating holding
companies.  The affirmations of the ratings on Credit Suisse Group
AG and UBS Group AG reflect that S&P also considers it unlikely
that it would include ALAC support in these ratings because it do
not believe that their senior obligations would continue to
receive full and timely payment in a resolution scenario.  For the
same reason, S&P affirmed the issue credit ratings on the hybrid
capital instruments issued by CS and UBS and their subsidiaries.

OUTLOOK

The stable outlooks on Credit Suisse Group AG and UBS Group AG
reflect S&P's expectation that the creation of their domestic
subsidiaries will not lead to a meaningful weakening in these
groups' intrinsic creditworthiness.

The stable outlooks on CS, UBS, and other core subsidiaries of
both groups also reflect S&P's view that Swiss government support
will remain predictable for these systemic banks until a credible
resolution regime is implemented in Switzerland around the end of
2015.  S&P expects this to be offset by both groups building and
sustaining their ALAC buffers in the coming two years, meriting
one notch of uplift for ALAC support.

S&P currently considers it unlikely that it would raise the
ratings on CS or UBS while they continue to work through this
transitional phase of material legal entity restructuring and, for
CS, while its future strategy is considered by new top management.
However, in time S&P could raise the ratings on either company if
it revises upward the relevant unsupported GCP.  Absent an
unexpected, sizable, and sustained rise in core capitalization,
S&P could make such a revision of either unsupported GCP if it
considers that the group has demonstrated a business model that is
well-funded and well-positioned for the regulatory and economic
environment, allowing it to generate relatively stable statutory
earnings.

In addition to the above factors, S&P could revise upward the GCP
and so raise the ratings on Credit Suisse AG or UBS AG, and other
core subsidiaries, if either group builds its ALAC ratio
sustainably beyond 8.5%, resulting in two notches of ALAC uplift
in the rating.  However, a positive rating action would also
depend on S&P's assessment of each group in comparison with global
peers.

S&P could lower the ratings on these holding and operating
companies if it revised down the unsupported GCPs, for example if
CS or UBS experiences a substantial increase in its exposure to
unexpected losses.  S&P could also lower the ratings on the
operating companies if the ALAC buffer unexpectedly weakens, or if
unexpected regulatory developments have a negative effect on the
associated legal entity restructurings.

RATINGS LIST

Ratings Affirmed; CreditWatch/Outlook Action

                                  To                From
UBS AG
UBS Securities LLC
UBS Ltd.
UBS AG (London Branch)
UBS AG (Jersey Branch)
Counterparty Credit Rating       A/Stable/A-1      A/Neg./A-1

UBS AG (NY Branch)
Counterparty Credit Rating       A/Stable/--       A/Neg./--

Credit Suisse AG
Credit Suisse Securities (USA) LLC
Credit Suisse Securities (Europe) Ltd.
Credit Suisse International
Credit Suisse AG (New York Branch)
Credit Suisse AG (Cayman Islands Branch)
Credit Suisse (USA) Inc.
Counterparty Credit Rating       A/Stable/A-1      A/Neg./A-1

Ratings Affirmed

UBS Bank USA
Counterparty Credit Rating       --/--/A-1

UBS AG
Certificate Of Deposit
  Foreign Currency                A-1
  Local Currency                  A/A-1
Senior Unsecured                 A
Subordinated                     BBB
Commercial Paper                 A-1

UBS Group AG
Counterparty Credit Rating       BBB+/Stable/A-2
Junior Subordinated              BB

UBS AG (Jersey Branch)
Senior Unsecured                 A
Senior Unsecured (1)             A
Senior Unsecured                 Ap
Subordinated                     BBB

UBS Finance (Curacao) N.V.
Senior Unsecured (1)             A

UBS Americas Inc.
UBS Finance (Delaware) LLC
Commercial Paper (1)             A-1

UBS Capital Securities (Jersey) Ltd.
UBS Preferred Funding Trust IV
UBS Preferred Funding Trust V
Preferred Stock (1)              BB+

UBS Preferred Funding (Jersey) Ltd.
Preferred Stock (2)              BB+

Credit Suisse Group AG
Counterparty Credit Rating       BBB+/Stable/--

Credit Suisse AG
Senior Unsecured                 A
Senior Unsecured                 Ap
Subordinated                     BBB
Junior Subordinated              BB+
Short-Term Debt                  A-1
Commercial Paper                 A-1

Credit Suisse (USA) Inc.
Senior Unsecured                 A
Commercial Paper                 A-1

Credit Suisse AG (New York Branch)
Senior Unsecured                 A

Credit Suisse Group AG
Junior Subordinated              BB

Credit Suisse Group Capital (Guernsey) III Ltd.
Preferred Stock (3)              BB

Credit Suisse Group Finance (Guernsey) Ltd.
Senior Unsecured (3)             BBB+
Junior Subordinated (3)          BB+

Credit Suisse Group Finance (U.S.) Inc.
Subordinated (3)                 BBB-

Credit Suisse Group Funding (Guernsey) Ltd.
Senior Unsecured (3)             BBB+

Credit Suisse International
Senior Unsecured                 A
Senior Unsecured                 Ap
Senior Unsecured                 CC
Junior Subordinated              BBB-

(1) Guaranteed by UBS AG.
(2) Guaranteed by UBS AG (Jersey Branch).
(3) Guaranteed by Credit Suisse Group AG.



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


BRUNSWICK RAIL: Moody's Lowers CFR to Caa3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Brunswick Rail Limited's
(BRL) corporate family rating to Caa3 from B3 and probability of
default rating to Caa3-PD from B3-PD. Moody's has also downgraded
to Caa3 from B3 the senior unsecured rating on the $600 million
notes issued by Brunswick Rail Finance Limited and guaranteed by
BRL and its key operating subsidiaries. The outlook on all the
ratings is negative.

The downgrade reflects Moody's assessment of the substantially
increased probability of the company defaulting on its debt over
the medium term and weakened recovery prospects for the holders of
the Notes.

In the first quarter of 2015, BRL's debt/EBITDA increased to 5.7x
and EBIT/interest declined to 1.2x from 4.9x and 1.4x,
respectively, as of year-end 2014 (all metrics are Moody's-
adjusted). Moody's expects that BRL's financial metrics will
continue deteriorating, with leverage growing materially above
6.0x adjusted debt/EBITDA and adjusted EBIT/interest declining
below 1.2x which were the thresholds for the company's B3 rating.
This deterioration will be driven by a severe decline in EBITDA
(which is reported in US dollars), as a result of a depreciated
rouble, ongoing weak market environment, significant pricing
pressure on the company's operating lease contracts, delinking of
most of lease contracts from US dollar and deterioration in
customer payment discipline.

The expected deterioration in financial metrics will lead to a
breach of a financial covenant under BRL's RUB4 billion
outstanding syndicated bank loan when tested as of June 2015. If
the company does not succeed in obtaining a waiver or resetting
the covenant by that time, Moody's expects that it will prepay the
loan to avoid a cross-default under the Notes. Although BRL's
accumulated cash should probably be sufficient to prepay the loan,
its liquidity will materially weaken as a result, with uncertainty
over whether BRL's reduced operating cash inflows will be
sufficient to pay future semi-annual coupon on the Notes.

In addition to the expected deterioration in financial metrics,
the substantial weakening of liquidity and the sharp increase in
the probability of default, BRL's Caa3 CFR reflects (1) the
company's significant foreign currency risk, as nearly 90% of
BRL's debt as of March 2015 was denominated in US dollars, while
the share of its revenues linked to the US dollar (estimated at
below 40% as of the same date) is likely to continue declining;
(2) the challenging macroeconomic environment and deterioration in
customer payment discipline; (3) the severe deterioration of
conditions in the very competitive Russian market of operating
leasing of freight railcars and BRL's single-country
concentration; (5) the substantial amount of the company's
railcars that require remarketing over the next 12-18 months; (6)
customer concentration, with more than half of revenues received
from the company's six largest customers in the first quarter of
2015; and (7) the high risk of default on the Notes, with limited
prospects of shareholder support.

BRL's rating also takes into account (1) the company's modern
railcar fleet, with an average age of only five years, which
requires low maintenance capex; (2) its established transportation
business, which should be able to accommodate part of the
company's railcars if there is low demand for operating leases,
although that business is less marginal and exposed to depressed
spot market conditions; (3) the average remaining lease tenor of
BRL's operating lease contracts of nearly three years, although
this does not protect the company from market volatility and price
risk; and (4) the estimated value of its unencumbered railcar
fleet of more than $600 million (as of March 2015), although any
distressed sale of railcars in a weak market would require a
significant discount.

The negative outlook for BRL's ratings reflects (1) the high risk
that the company's liquidity will deteriorate as a result of
reduced operating cash flows and the likely need to use most of
its accumulated cash to prepay a large syndicated loan because of
the imminent covenant breach; and (2) the increasing default risk
related to the Notes.

An upgrade to the ratings in the next 12-18 months is unlikely.
However, Moody's could consider a positive rating action in the
event that (1) BRL improves its liquidity to mitigate future
refinancing risks; and (2) there is a sustainable recovery in the
freight railcar operating lease market (although not expected over
the next 12-18 months).

Moody's would consider downgrading the ratings in the event that
(1) BRL fails to generate operating cash flows sufficient to
service its debt; or (2) BRL's assets value deteriorates which,
coupled with heightened default probability, would lower recovery
prospects for debt holders.

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

Brunswick Rail Limited (BRL) is one of the largest companies
specialising in operating leasing of freight railcars in Russia.
As of March 2015, BRL had a fleet of 25,736 railcars and generated
the last-12-months revenue of $186 million. BRL was incorporated
in Bermuda in 2004 as a private group. Its shareholders are
institutional and individual investors, none of which have a
controlling stake. BRL leases freight railcars to Russian
industrial groups and railcar operators mainly under multi-year
operating lease contracts.


NEW LOOK: Moody's Changes Outlook on B3 CFR to Positive
-------------------------------------------------------
Moody's Investors Service affirmed and changed to positive from
stable the outlook on New Look Retail Group Limited's (New Look)
B3 corporate family rating, probability-of-default rating and
subsidiaries. Concurrently, Moody's assigned a (P)B2 rating to New
Look Secured Issuer plc's envisaged fixed and floating rate Senior
Secured Notes due 2022 totaling approximately GBP 1,000 million
equivalent, and a (P)Caa2 rating to the GBP 200 million Senior
Notes due 2023 to be issued by New Look Senior Issuer plc. The
proceeds from the new notes will be used to effect a full
refinancing of existing debt facilities, with the existing senior
secured notes due 2018 and the existing PIK Facility to be
redeemed in full. Cash on the Balance Sheet will part fund related
fees and expenses.

"New Look's operational and financial performance has been on a
positive trajectory for some time, with growth in like-for-like
sales, total revenues and profitability, as well as positive free
cash flow. The disposal of the loss making subsidiary MIM in
autumn 2014 was a credit positive, as was the GBP40 million
prepayment in respect of the PIK Facility in May, while the
recently announced change of ownership should provide a platform
of stability for management to execute their strategic expansion
plans. Furthermore, the proposed transaction will result in lower
interest costs and, all in all, Moody's consider the company is
currently strongly positioned in its rating category " says David
Beadle, a Moody's Vice President - Senior Analyst and lead analyst
for New Look.

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

The B3 CFR reflects (1) New Look's exposure to fashion risk, even
though it only has a moderate presence in the high fashion segment
and uses its flexible supply chain to replicate fashion trends
more quickly; as well as (2) the competitive environment in the
company's core European markets, which pressure like-for-like
sales growth in a number of countries. The rating is also
constrained by the company's high leverage.

The B3 CFR also positively reflects New Look's position as one of
the UK's leading apparel retailers, with the company benefiting
from (1) good brand recognition in the value fashion category; (2)
a degree of international diversification, especially across
Western Europe and the Middle East through both wholly owned
stores and franchises; and (3) a fast growing e-commerce platform
and improving operational performance supported by the ongoing
roll-out of its 'concept store' refurbishment program.

Moody's consider that New Look's liquidity profile is satisfactory
overall. It is supported by expected positive free cash flow
generation over the next 12 months and, pro-forma for the
refinancing, access to a GBP 100 million revolving credit facility
(RCF) which Moody's expect will remain undrawn, as has been the
case historically with the existing facility of GBP 75 million.
This, together with New Look's cash balances, should be sufficient
to cover the company's seasonal working capital requirements. The
new RCF contains a net leverage covenant, tested only to the
extent the facility is drawn, while this covenant in the existing
facility is tested quarterly irrespective of utilization. In
either event, New Look is expected to have comfortable covenant
headroom.

The positive outlook on the ratings reflects Moody's view that, as
a result of management's targeted growth initiatives and ongoing
focus on the quality of the core product offering and cost
control, New Look's performance will continue to improve. The
positive consumer sentiment in the UK should benefit the company,
although there are still challenging environment in a number of
its European markets, and the extent to which the planned roll-out
in China will prove successful remains uncertain.

Moody's could upgrade the rating if New Look sustains revenue
growth and maintains margins, with for instance, a reported EBITDA
margin in the mid-teens in percentage terms, leading to a
reduction in adjusted debt/EBITDA to below 6.0x.

Negative pressure could build if New Look fails to deleverage such
that debt/EBITDA rose above 7.0x and EBITA/interest expense
decreases below 1.0x. Concerns about the company's ability to
generate positive free cash flow, liquidity or access its RCF
could also result in a downgrade.

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

Headquartered in London and Weymouth (with its registered office
in Weymouth), UK, New Look Retail Group Limited is a value fashion
retailer selling a range of apparel, accessories and footwear
primarily for women. The company had total revenue and reported
adjusted EBITDA of over GBP1.4 billion and GBP212.4 million
respectively from continuing operations in the financial year
ended March 28, 2015.


NEW LOOK: Fitch Assigns B Rating to Planned GBP1BB Sr. Sec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned New Look Secured Issuer PLC's planned
seven-year GBP1 billion senior secured notes an expected rating of
'B(EXP)'/'RR3'.  It has also assigned a 'CCC(EXP)'/'RR6' rating to
the planned eight-year GBP200 million senior notes to be issued by
New Look Senior Issuer PLC.  The final ratings of the bonds are
contingent upon receipt of final documents conforming to the
information already received by Fitch.

Following the announced acquisition of New Look Retail Group by
South African investment holding Brait SA, these transactions will
recapitalize the company and refinance all of the group's
outstanding notes and PIK debt.  Upon completion of this
refinancing, Fitch expects to affirm New Look Retail Group Ltd.'s
(New Look) Long-term IDR at 'B-' with Stable Outlook.

KEY RATING DRIVERS FOR THE NOTES

Above-Average Recovery Expectations

The expected senior secured and senior instrument ratings reflect
Fitch's expectation that recoveries for creditors will be
maximized in a going-concern restructuring, rather than in
liquidation, due to the fairly asset-light nature of the business.
As such, Fitch has applied a 25% discount to FY15 (year end March)
EBITDA and a distressed multiple of 5.0x, which results in above-
average expected recoveries ('RR3' or 51% recovery expectation at
the lower end of the RR3 range) for the senior secured note
holders but negligible recoveries ('RR6' or 0%) for the senior
notes.  Accordingly the instrument rating for the senior secured
notes is notched up by one to 'B(EXP)' and the senior notes
notched down by two to 'CCC(EXP)' from New Look's IDR.

Weak Protection; No Dividends Expected

The announced senior secured notes and senior notes are structured
with incurrence-based covenants only and allow for cash dividends
which can be increased subject to financial covenant testing.  New
Look's IDR, however, assumes no cash dividend pay over the four-
year rating horizon, in line with management's view.

Comprehensive Security Package

The senior secured notes benefit from a security package
characterized by share pledges and a guarantor group capturing 83%
and 95% of the consolidated revenue and adjusted EBITDA of the
restricted group respectively, and representing 80% of the
consolidated assets of the restricted group (as per 52 weeks ended
March 28, 2015).  The security is shared with the senior notes
albeit on a second-ranking basis, with seniority governed by an
inter-creditor agreement.  The senior secured notes rank behind
the revolving credit facility, operating facilities and certain
permitted hedging obligations.

KEY RATING DRIVERS FOR THE IDR

Aggressive Financial Profile

Post recapitalization, Fitch expects New Look's IDR to remain
constrained by its high financial leverage (funds from operations
(FFO) gross leverage remains unchanged at around 7.0x) but is
mitigated by a structural improvement in the FFO fixed charge
cover ratio (to more than 1.5x), assuming New Look optimizes its
debt mix by taking advantage of currently favorable market
conditions.  Fitch views these debt protection ratios in line with
a 'B-' rating compared with Fitch's speculative-grade European
general/non-food retailers.

Fitch recognizes top line growth as key to future deleveraging.
The Stable Outlook reflects our expectation of limited
deleveraging prospects, driven by moderate execution risks of the
group's strategy from the recently announced change of ownership
as well as the limited track record of the business model across
the cycle.

Focus on Broadening Brand's Reach

Under its new ownership, Fitch does not expect near-term changes
to the group's underlying strategy, characterized by broadening
and diversifying the brand's appeal and reach.  In its home UK
market we expect this would be achieved by differentiated price
points, diversifying into accessories as well as accelerating the
initiated focus on menswear, aided by further multi-channel
integration.

International Expansion Focus Narrowed

Fitch considers geographic diversification as rating-positive as
it reduces reliance on the UK consumer; however Fitch highlights
some execution risks in establishing the brand abroad.  New Look
has increased their focus targeting investments in four core
markets: China, France Germany and Poland, following the exit of
its Russian and Ukrainian franchise.

Fitch views the near-term momentum for international growth coming
predominantly from investment in China (where the group have now
opened 30 stores since entering the market in February 2014), as
the operations in France require further rebalancing following the
disposal of its loss-making MIM brand in FY15, and a cautious
approach taken by management in expanding into Germany and Poland,
both characterized by mature/complex retail environments.

Online Focus

Online presence and multi-channel integration is becoming a key
differentiating and success factor in the fast-fashion business
model and is considered the key growth driver for New Look's UK
business.   Online brand positioning and social media presence is
increasingly underpinning the brand's reputation for fashion
trends and building customer loyalty.  Fitch expects these trends
to translate into steady EBITDA margins, although Fitch
conservatively factor in a mild decline over the four-year rating
horizon, as New Look continues to invest in its online business,
in integrating its in-store and online experience as well as
improving logistics.

Satisfactory Cash Generation & Liquidity

Fitch views New Look's liquidity position as adequate, comprising
a minimum GBP50 million of readily available cash balances
(excluding GBP45 million of restricted cash which Fitch considers
required to support seasonal working capital) in addition to the
expected GBP100 million senior secured revolving credit facility
(increased from currently GBP75 million).  In addition, Fitch's
projected positive free cash flow (FCF) margin remains acceptable
in the low- to mid-single digits of sales over the four-year
rating horizon.  However, in FY16 we estimate FCF will be
negatively impacted by assumed transaction and breakage costs
associated with the refinancing.

KEY ASSUMPTIONS

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

   -- Continued positive top-line momentum driven by positive
      l-f-l growth as a result of developing a broader product
      offering in the UK and supported by focused international
      expansion, albeit from a low base.

   -- Stable EBITDA margin over FY15-FY17 slightly eroding
      thereafter due to continuing investments to sustain the
      brand presence.

   -- Cautious approach to investment and capital spending with
      net capex estimated at 4.5% of sales.

   -- No dividend pay-outs, acquisitions and/or material
      disposals assumed

   -- Sensitivity to FX volatility expected to increase as
      international exposure increases.

RATING SENSITIVITIES

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

   -- FFO adjusted gross leverage (incl. senior unsecured debt)
      above 8.0x (FY to 03/15: 7.1x)

   -- FFO fixed charge cover below 1.2x (FY15: 1.5x) as a result
      of continued negative FCF generation (which Fitch defines
      after dividends)

   -- EBITDA margin below 10% (FY15: 14.8%) as a result of market
      share pressure in the core UK market amid intense
      competitive pressures and unsuccessful diversification of
      the brand.

Positive: At present the high financial leverage and evolving
business model, targeting improved diversification and scale, make
an upgrade in the near term unlikely.  However, future
developments that could lead to a positive rating action include:

   -- FFO adjusted gross leverage (including senior unsecured
      debt) consistently below 6.5x

   -- FFO fixed charge cover trending towards 2.0x

   -- EBITDA margin at or above 15% driven by operational
      leverage in the core UK business, as well as profitable
      international diversification leading to FCF margin being
      sustainably above 3.5% of sales;

   -- Improving business profile achieved by the successful
      integration of e-commerce within the existing business, as
      well as successful international expansion, increasing the
      group's scale, and a proven track record of successful
      strategy implementation over the medium term under
      management.


PARAGON OFFSHORE: Moody's Lowers CFR to B2, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Paragon Offshore plc's
Corporate Family Rating to B2 from Ba3, senior unsecured notes to
Caa1 from B1, senior secured term loan to Ba3 from Ba1 and senior
secured revolver to Ba3 from Ba1. The Speculative Grade Liquidity
Rating was changed to SGL-3 from SGL-2. The outlook remains
negative.

"The downgrade reflects our view that offshore rig markets will
continue to deteriorate through 2016 and Paragon's older
generation rigs will find it increasingly difficult to renew
contracts and find new work in a low oil price environment," noted
Sajjad Alam, Moody's AVP-Analyst. "Average dayrate and fleet
utilization will continue to trend down amid increasing global rig
supply and falling upstream capital spending. As a result,
Paragon's consolidated debt/EBITDA could rise above 5x by mid-2016
(including Moody's standard adjustments). The negative outlook
captures the potential for more than expected deterioration in
Paragon's credit metrics and market conditions."

Issuer: Paragon Offshore plc

Downgraded:

  -- Corporate Family Rating, Downgraded to B2 from Ba3

  -- Probability of Default Rating, Downgraded to B2-PD from
     Ba3-PD

  -- US$984 Million Senior Unsecured Notes, Downgraded to Caa1
     (LGD5) from B1 (LGD5)

  -- US$647 Million Senior Secured Term Loan, Downgraded to Ba3
     (LGD2) from Ba1 (LGD2)

  -- US$800 Million Senior Secured Revolver, Downgraded to Ba3
     (LGD2) from Ba1 (LGD2)

Outlook Actions:

  -- Outlook remains Negative

Changed:

  -- Speculative Grade Liquidity Rating, Changed to SGL-3 from
     SGL-2

Offshore rig markets are going through a structural change and
Moody's believes the next two years will prove extraordinarily
challenging for owners of standard specification rigs. Drillers in
mid-water and deepwater markets will be most pressured given the
high proportion of older rigs operating in these markets. While
Moody's believe there will continue to be a base level of demand
for well-maintained standard specification jackup rigs in certain
parts of the world, including in the Middle East, India, the Gulf
of Mexico and the North Sea, dayrates will remain under pressure
as upstream customers struggle to lower costs and remain
profitable.

Despite having a US$1.87 billion revenue backlog as of March 31,
2015, Paragon's average contract duration is fairly short. As of
May 11, 2015, 24 of Paragon's 39 operating rigs were scheduled to
be off contract by the end of 2015 and seven more contracts were
set to expire in 2016. Additionally, 39% of Paragon's backlog is
associated with three floaters that are working for Petrobras (Ba2
stable) now, which may not get contract extension beyond current
terms given Petrobras' heightened focus on cost reduction and
modern rigs.

Ultimately Paragon will need to upgrade its fleet to remain
competitive and support its high debt burden. While the
acquisition of Prospector in November 2014 has added two high
quality rigs (Prospector 1 and Prospector 5) with contractual
revenue protection for two to three years, the company has also
increased its debt burden and depleted liquidity. The recently
announced US$300 million sale-leaseback transaction involving the
Prospector rigs will shore up liquidity; however, the company
still has to work hard in marketing its legacy rigs that are
rolling off contracts to sufficiently delever. Prospector has
three more jackups under construction each having roughly $200
million in remaining payments to the shipyard pursuant to non-
recourse construction agreements. Should Paragon decide to acquire
any of these rigs and fund it with debt, there will be more
pressure on the balance sheet. Moody's don't expect Paragon to
exercise its purchase option on any of the remaining three
newbuilds without securing a multi-year contract first.

After completing the sale-leaseback transaction in early third
quarter, Paragon should have adequate liquidity through mid-2016,
which is captured in the SGL-3 rating. Paragon will have proforma
cash of about US$357 million and US$410 million available under
its US$800 million committed revolving credit facility, which
matures in July 2019. Moody's also expect significant free cash
flow generation through 2016 given Paragon's low maintenance capex
requirements (US$130-US$150 million) that could be applied towards
debt reduction. Moody's note that if Paragon chooses to buy back a
significant proportion of its outstanding bonds using debt or
equity proceeds leading to a substantial principal loss to its
existing bondholders, such an action could be viewed as a
distressed exchange by Moody's.

The revolver has two financial covenants -- a minimum interest
coverage ratio of 3x and a maximum net leverage ratio of 4x. The
leverage covenant will tighten noticeably through 2016. If the
company underperforms the current expectations, it may breach the
leverage covenant in the second half of 2016. Although all of
Paragon's rigs are pledged to its secured lenders, Moody's believe
the company could raise cash by selling some rigs at distressed
price.

Paragon's B2 CFR is restrained by its older generation standard
specification rigs, the need for capital investments to upgrade
its fleet over time, and the company's limited deleveraging
prospects through 2016. Despite decent contract coverage for 2015,
there is significant downside risk to Paragon's cash flows and
leverage metrics beyond 2015. The B2 rating is supported by
Paragon's large and globally diversified rig fleet, US$1.87
billion contracted revenue backlog providing a degree of revenue
visibility, and the expectation of modest free cash flow
generation through 2016 which could be used to reduce debt,
increase liquidity or enhance fleet quality. Moody's also
considered the long, safe and efficient operating track record and
the fit-for-purpose nature of some of Paragon's standard spec rigs
with a number of key customers that may help retain/extend
existing contracts, although dayrates are expected to be lower for
all future contracts.

The CFR could be downgraded if Paragon acquires more rigs using
debt, loses a meaningful portion of its contracts, or faces
increased covenant violation risk. If it appears leverage will
approach 6x, a downgrade is also possible. Given the projected
weakness in offshore drilling markets, a positive rating action is
unlikely through 2016. However, if the company can show progress
on the contracting front and maintain leverage below 3x, an
upgrade could be considered.

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

Paragon Offshore plc is a publicly traded offshore drilling
contractor incorporated in the United Kingdom that operates in
several major offshore markets around the world.


QUAYSIDE RESTAURANT: In Voluntary Liquidation
---------------------------------------------
Bourne Mouth Echo reports that the owners of the Quayside
Restaurant at Swanage's Mowlem Theatre have put themselves into
voluntary liquidation, according to the trustees of the Mowlem
Institute charity.

Restaurant owner Chris Wood opened the theatre bar and restaurant
in January 2013 after the unit was vacant for more than two years,
accord.

However, a statement released by the trustees explained: "With
regret, Quayside have put themselves into voluntary liquidation.
They appointed liquidators, who proceeded to disclaim their lease
thereby forfeiting the tenancy. We then had to repossess the
premises," the report says.

David Bale, from the Mowlem Theatre said the trustees have already
approached a commercial agent, Willis Commercial, and tasked them
with finding a new, long-term tenant, the report says.

The statement continued: "As this process can take months to
complete, we also raised the possibility of finding an immediate,
temporary tenant to keep the restaurant and bars open, the report
discloses.  On this front, they have already been contacted by
several interested parties, so hopefully the restaurant will not
be closed for too long, the report relays.

"In the meantime, we ask that you bear with us and be assured that
we are doing everything we can to restore the facilities at the
Mowlem," the report quoted Mr. Bale as saying.

The theatre, cinema and community room remain open as usual, the
report notes.

After opening Quayside more than two years ago Mr. Wood explained:
"We've just come from running our own pub in Warwick for the last
five years. I holidayed down here as a kid and then started
bringing my family here as well, the report discloses.

"We've always wanted something by the sea.  The whole theatre
package is about having a drink at the interval and that has been
lacking for almost three years now.  We want to put this place
back on the seafront for local people.  The locals will always
come first with us," the report adds.


SANTANDER UK: Fitch Assigns 'BB+' Rating to GBP750MM Securities
---------------------------------------------------------------
Fitch Ratings has assigned Santander UK Group Holdings plc's (SGH;
A/Stable/F1/a) 7.375% GBP750 million Additional Tier 1 Capital
Securities a final 'BB+' rating.  The rating is in line with the
expected rating assigned on May 29, 2015.

KEY RATING DRIVERS

The notes are additional Tier 1 (AT1) instruments with fully
discretionary interest payments and are subject to permanent
write-off on breach of a 7% CRD IV common equity Tier 1 (CET1)
ratio.  The notes are rated five notches below SGH's 'a' Viability
Rating (VR) - twice for loss severity to reflect the permanent
write-off of the notes on breach of the trigger, and three times
for incremental non-performance risk relative to SGH's VR.

The notching for non-performance risk reflects the instruments'
fully discretionary interest payment, which Fitch considers the
most easily activated form of loss absorption.  Under the terms of
the notes, the issuer will not make an interest payment if it has
insufficient distributable items or if it is insolvent.  The
issuer will also be subject to restrictions on interest payments
if it fails to meet regulatory capital requirements, including
breaching its combined buffer capital requirements being phased in
from 2016.

Fitch has assigned 100% equity credit to the securities.  This
reflects their full coupon flexibility, the ability to be written-
off well before the bank would become non-viable, their permanent
nature and subordination to all senior creditors.

RATING SENSITIVITIES

As the securities are notched from SGH's VR, their rating is
sensitive to any change in this rating.  The securities' ratings
are also sensitive to any change in their notching, which could
arise if Fitch changed its assessment of the probability of their
non-performance relative to the risk captured in SGH's VR.  This
could reflect a change in capital management or flexibility or an
unexpected shift in regulatory buffers, for example.


SHIELD HOLDCO: S&P Puts 'B+' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on U.K.-domiciled Shield HoldCo, a holding
company for security software company Sophos, on CreditWatch with
positive implications.

S&P also placed its 'B+' ratings on the group's senior secured
debt on CreditWatch with positive implications.

The CreditWatch placement follows Sophos' announced intention to
float on the London Stock Exchange.  As part of this transaction,
the company plans to raise net proceeds of US$100 million, which
it will primarily use to reduce debt.  Additionally, the group's
preferred equity certificates will be converted into equity.  S&P
forecasts that these factors, plus continued billing growth, will
lead to a reduction in the company's Standard & Poor's-adjusted
leverage to well below 4x.  S&P also anticipates that Sophos will
meaningfully strengthen its cash flow ratios, including its ratio
of free operating cash flow to debt rising to about 20%.  If S&P
considers these ratios to be sustainable, it expects to revise its
assessment of Sophos' financial risk profile upward to
"significant" from "highly leveraged."

In S&P's view, the listing is part of the controlling shareholder
Apax Partners' plans to exit the company.  Therefore, S&P sees
limited risks that Sophos will pursue an aggressive financial
policy that would lead to a recapitalization of the balance sheet.

S&P's base-case operating scenario for Sophos assumes:

   -- Continued double-digit billing growth of about 18% from
      unified threat management products and mid-single-digit
      growth of endpoint products;

   -- Declining margins due to the increase in indirect sales
      through affiliates; and

   -- Capital expenditure (capex) of about 2% of revenues in the
      financial year ending March 2016.

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

   -- Debt to EBITDA of about 3.6x in financial year 2016 (about
      3x on a cash EBITDA basis);

   -- Free operating cash flow to debt of about 20%; and

   -- EBITDA interest coverage of more than 5x (more than 6x on a
      cash EBITDA basis).

S&P aims to resolve the CreditWatch over the next couple of
months, on successful completion of the IPO and debt refinancing.

S&P will likely raise its long-term rating on Shield HoldCo by one
notch, depending primarily on the debt reduction achieved at the
completion of the transaction and the consequent impact on
Sophos's credit metrics.

The CreditWatch placement on the issue ratings on the group's
senior secured loans highlights S&P's expectation that it would
raise them as a result of an upgrade of the issuer.  The extent of
the upgrade will depend on the group's capital structure following
the transaction, in particular the amount of secured debt.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *