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

                           E U R O P E

           Wednesday, June 24, 2015, Vol. 16, No. 123

                            Headlines

B O S N I A

BH AIRLINES: Bankruptcy Among Options for Owner to Decide


B U L G A R I A

BULGARIAN BANKS: Fitch Affirms Ratings on Three Institutions


C Y P R U S

SOLWAY INVESTMENT: Fitch Affirms 'B-' LT Issuer Default Rating


F I N L A N D

METSA BOARD: Moody's Raises CFR to Ba2, Outlook Stable


F R A N C E

NEMERA DEVELOPMENT: S&P Revises Outlook to Pos. & Affirms 'B' CCR
VALLOUREC: S&P Lowers CCR to 'BB+/B' on Weakening Profitability


G E R M A N Y

JUNO LTD: Fitch Affirms 'Bsf' Rating on Class B Notes


G R E E C E

GREECE: Banks Get Respite, Collapse Likely if No Deal Reached


I R E L A N D

AERCAP HOLDINGS: S&P Assigns 'BB+' Rating to US$800MM Sr. Notes
LADBROKES IRELAND: Boylesports to Proceed with Takeover Bid


I T A L Y

WIND TELECOMUNICAZIONI: Fitch Affirms 'B+' Issuer Default Rating


R O M A N I A

CONCEFA SIBIU: Creditors Okay Reorganization Plan


R U S S I A

HEPHAESTUS INSURANCE: Fitch Withdraws 'B' IFS Rating
PIK GROUP: S&P Affirms 'B' Corporate Credit Rating, Outlook Neg.


S P A I N

CAIXABANK SA: S&P Affirms 'BB-' Rating, Outlook Stable
E.ON GENERACION: Fitch Assigns 'BB-' LT Issuer Default Rating
IM PRESTAMOS: Moody's Raises Rating on Class C Notes to Caa1
SANTANDER EMPRESAS 3: Fitch Issues Correction to May 5 Release


U K R A I N E

UKRAINE: No Decision Yet on Date of Debt Restructuring Talks
UKRAINIAN BANKS: Fitch Affirms 'CCC' IDRs on 4 Institutions


U N I T E D   K I N G D O M

MANOR F1: Reliant on Fitzpatrick Funding, Accounts Show
SOHO HOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR


                            *********


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B O S N I A
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BH AIRLINES: Bankruptcy Among Options for Owner to Decide
---------------------------------------------------------
SeeNews reports that Bosnian asset resolution company HETA Asset
Resolution BiH said that it is up to the owner of BH Airlines,
the government of Bosnia's Muslim-Croat Federation entity, to
decide on the steps to be taken in order to fulfill the carrier's
existing contractual obligations and avoid its bankruptcy.

"That [bankruptcy] would be the ultimate, the least favorable and
last option for any company owned by the state," the company, as
cited by SeeNews, said in a press release on June 22, quoting the
managing director of HETA Manfred Gram.

Earlier this week, local media reported that debt-laden BH
Airlines is facing bankruptcy after HETA rejected the
government's offer to cover approximately 80% of the estimated
BAM15 million (US$8.6 million/EUR7.7 million) debt the airliner
has towards the asset resolution company, SeeNews relates.

Mr. Gram denied these reports and added that HETA and BH Airlines
have prepared several restructuring concepts which the government
should have taken into consideration, SeeNews notes.

"If the government decides not to accept any of the several
options offered and realizes it has exhausted all possibilities
to reach a solution for BH Airlines, and can therefore not take
responsibility for the company's contractual obligations, we
expect them to communicate that to us in an official written
manner," SeeNews quotes Mr. Gram as saying.

B&H Airlines, d.o.o. is an airline with its head office in
Sarajevo, Bosnia and Herzegovina.  It operates scheduled and
charter passenger services as well as small cargo services.



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B U L G A R I A
===============


BULGARIAN BANKS: Fitch Affirms Ratings on Three Institutions
------------------------------------------------------------
Fitch Ratings, on June 19, 2015, affirmed the Long-term Issuer
Default Ratings (IDRs) of Allianz Bank Bulgaria AD (ABB), Societe
Generale Express Bank AD (SGE) and Sogelease Bulgaria (Sogelease)
at 'BBB+' and ProCredit Bank (Bulgaria) EAD's (PCB) Long-term IDR
at 'BBB-'. The Outlooks are Stable. Fitch has also affirmed the
banks' Viability Ratings.

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS

ABB's, PCB's and SGE's IDRs and Support Ratings are driven by
potential support available from their respective majority
shareholders. Sogelease's IDRs are equalized with those of SGE as
Fitch views the leasing company as the bank's core subsidiary.

ABB's ultimate majority shareholder is Allianz SE (AA/Stable)
through a 66% stake in Allianz Bulgaria Holding, a direct 99.9%%
owner of ABB. PCB is 100% owned by ProCredit Holding AG & Co.
KGaA (PCH; BBB/Stable). SGE is a 99.7% subsidiary of Societe
Generale (SG, A/Stable), while Sogelease is SGE's 100%
subsidiary.

ABB's support-driven IDRs reflect potential reputational damage
to Allianz from the bank's default, ABB's very small size
relative to its parent and the owner's support track record.
However, Fitch views ABB as a subsidiary of only limited
strategic importance to its parent and therefore maintains a
wider notching between Allianz's and ABB's Long-term IDRs. This
is based on Allianz's focus on insurance business, with ABB its
only banking subsidiary in central and eastern Europe (CEE), and
ABB's marginal contribution to the parent group's profits. Fitch
believes that Allianz has no intention to sell the Bulgarian
subsidiary. However, in our view, whether ABB remains in the
parent group in the long term depends on its contribution to
Allianz's insurance and asset management business and ABB's
standalone performance.

Fitch views PCB as a strategically important subsidiary to its
parent, PCH. The support considerations take into account the
100% ownership, the strategic importance of the South Eastern
Europe region to the group, strong parental integration and a
track record of capital and liquidity support. At end-2014, PCB
accounted for 12% of PCH's total group assets.

Fitch believes that there is a high probability that SGE would be
supported, if required, by SG due to its strategic importance to
the parent in light of SG's strategic focus on the CEE region.
Fitch's view of SG's support propensity is reinforced by the
track record of significant funding provision to the subsidiary
and strong operational and management integration between the two
banks. The potential cost of support would be easily manageable
for SG given SGE's very small size (0.2% of SG's total assets at
end-2014). Fitch would rate SGE one notch below SG if country
risks allow. At present, SGE's Long-term IDR is constrained by
Bulgaria's Country Ceiling (BBB+). Its Stable Outlook mirrors
that on the sovereign.

Fitch believes that potential support for Sogelease, if needed,
could come from SGE or flow directly from SG. Sogelease is an
integral part of financial services provided by SG in Bulgaria
and is strongly integrated into the parent group at both
operational and funding levels.

VR

ABB's and PCB's' VRs reflect primarily the banks' small size and
limited market franchise, which makes them more vulnerable to
potential adverse changes in the operating environment and limits
their internal capital generation ability. The VRs of all three
banks are underpinned by their moderate risk appetite, better
than sector asset quality, adequate capitalization as well as
strong funding and liquidity profiles. The ratings also reflect
the difficult and relatively unstable domestic operating
environment for banks.

ABB and PCB represented a small 2.3% and 1.8%, respectively, of
the banking's sector total customer loans and 2.6% and 1.1% of
total retail deposits at end-2014. The market franchise of
medium-sized SGE was materially stronger, as its shares in the
sector's loans and retail deposits increased to, respectively,
6.0% and 5.8% at end-2014.

The banks' asset quality has persistently been better than the
sector average, which can be attributed to their relatively lower
risk appetite, evidenced by limited exposure to the most
problematic economy sectors such as construction and real estate
sector, focus on larger corporates (ABB, SGE) and/or more
selective underwriting (PCB). At the same time, ABB's and SGE's
corporate focus has resulted in significant single-name loan book
concentrations. At end-2014, regulatory non-performing loans
(NPLs; defined based on local regulatory classification)
accounted for 9.4%, 4.6% and 6.1% of ABB's, PCB's and SGE's gross
loans, respectively, as compared with a much higher 16.7% ratio
for the total banking sector. IFRS impaired loans ratios were
higher at 12.4%, 8.2% and 10.7%, respectively. Asset quality has
stabilized, but Fitch believes that a material improvement would
require a marked economic recovery and revival in lending (still
unlikely in 2015) or incentives for loan book clean-up through
larger scale write-offs or sales.

Fitch considers the banks' capitalization to be only adequate.
Moderate risk appetite, robust coverage of NPLs by total IFRS
reserves (75% at ABB, 77% at PCB and 97% at SGE) and relatively
resilient performance should be viewed against the challenging
operating environment, notably lower coverage of IFRS impaired
loans (56.7%, 43.2% and 55.3%, respectively) and significant loan
book concentrations (at ABB and SGE). At end-2014, ABB's, PCB's
and SGE's Fitch core capital ratios stood at 19.5%, 21.3% and
15.5%, respectively. Following CRDIV implementation in 2014, the
required regulatory minimum capital adequacy ratio (CAR)
increased to 13.5% from the formerly recommended 12%. SGE's
regulatory CAR (13.6%) was marginally above the required minimum.
In the medium term, the bank intends to maintain its CAR and Tier
1 ratio at around 14.0%.

Fitch considers shrinking margins and subdued credit demand pose
the main risks to maintaining profitability in 2015. The margin
pressure is likely to increase given the limited opportunities
for further reduction in funding costs and the accumulated large
pools of highly liquid but low-yielding assets. Banks are
increasingly focused on cost optimization measures and searching
for additional revenue sources. Fitch expects the average cost of
risk to remain stable or slightly decrease.

Fitch believes that liquidity risks have increased for all
Bulgarian banks since the deposit runs on the two largest
Bulgarian-owned banks. The events at Corporate Commercial Bank
(CCB) and First Investment Bank in June 2014 highlighted the
corporate governance problems at domestically-owned companies and
low level of public trust in the banking system. ABB's, PCB's and
SGE's deposit base remained resilient throughout 2014. Increased
inflows of deposits from private individuals at these banks
support Fitch's view that they are less exposed to a loss of
customer confidence and benefit from a flight-to-quality effect.

The banks' sound funding and liquidity profiles are mostly
reflected in the large and overall stable customer deposit base
and high liquidity buffers. At end-2014, loans/deposit ratios
shrank to 72%, 107% and 102% for ABB, PCB and SGE, respectively,
following strong deposit growth (of 10%, 7%, and 36%,
respectively). The latter was fuelled by deposits from the former
customers of the collapsed Corporate Commercial Bank. The risk of
potential deposit fluctuations is mitigated by sizeable liquid
assets (covering 33%, 35% and 41% of total customer deposits at
ABB, PCB and SGE, respectively) and liquidity facilities
available at the parents.

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS

ABB's, PCB's, SGE's and Sogelease's IDRs and Support Ratings
would be downgraded in case of a downgrade of their parents' IDRs
(multi-notch in case of SG) or Bulgaria's Country Ceiling (not
PCB). An upwards revision of the Country Ceiling (although
unlikely in Fitch's view) would likely lead to an upgrade of
SGE's IDR and Support Rating, albeit limited to one notch.

ABB's, PCB's, SGE's and Sogelease's ratings are also sensitive to
Fitch's view of their strategic importance to their respective
parents. A weakening of Fitch's view of the strategic importance
of PCB, SGE or Sogelease could widen the notching between the
entities' and their parents' IDRs. ABB's ratings could be
downgraded if, in Fitch's view, the bank becomes less important
to Allianz's insurance business in Bulgaria, and ultimately to
Allianz.]

VR

An upgrade of all banks' VRs would require considerable
improvement in their market franchises, coupled with maintaining
asset quality and adequate capitalization.

Any deterioration in the operating environment, which would
result in substantial NPL inflow and increased pressure on
capitalization, and/or put the banks' liquidity under stress
could lead to a downgrade.

The rating actions are as follows:

ABB

Long-term IDR affirmed at 'BBB+'; Outlook Stable
Short-term IDR affirmed at 'F2'
Viability Rating affirmed at 'bb-'
Support Rating affirmed at '2'

PCB

Long-term IDR affirmed at 'BBB-'; Outlook Stable
Short-term IDR affirmed at 'F3'
Long-term Local Currency IDR affirmed at 'BBB-'; Outlook Stable
Short-term Local Currency IDR affirmed at 'F3'
Viability Rating affirmed at 'bb-'
Support Rating affirmed at '2'

SGE

Long-term IDR affirmed at 'BBB+'; Outlook Stable
Short-term IDR affirmed at 'F2'
Viability Rating affirmed at 'bb'
Support Rating affirmed at '2'

Sogelease

Long-term IDR affirmed at 'BBB+'; Outlook Stable
Short-term IDR affirmed at 'F2'
Support Rating affirmed at '2'



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C Y P R U S
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SOLWAY INVESTMENT: Fitch Affirms 'B-' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Cyrpus-based Solway Investment Group
Limited's Long-term Issuer Default Rating (IDR) at 'B-' with
Stable Outlook and its Short-term IDR at 'B'.

The affirmation reflects Fitch's view that despite tight
liquidity in 2015, Solway should be able to tap several sources
of funding, including refinancing its debt maturities, and the
sale of core and non-core assets to meet its obligations to the
end of the year.

The Stable Outlook is supported by our expectation of a
significant improvement in Solway's operational profile starting
from 2016, following the full ramp-up of the Fenix nickel project
in Guatemala and KurilGeo gold mine in Russia, both expected by
end-2015.

KEY RATING DRIVERS

Liquidity Risk in 2015

At present group liquidity is weak for 2015. Delays in Fenix's
ramp-up and large repayments (USD100 million of which USD46
million has already been made) by end-2015 are expected to
generate a liquidity shortfall of approximately USD40 million
based on Fitch's calculations. The company is seeking to fund
this by refinancing its PXF facilities. Fitch believes that
alternative options such as asset sales may also be available in
the near term and that the company will continue to be able to
manage liquidity appropriately through the period.

Fenix Ramp-up

Despite further delays in commissioning, phases 1 and 2 of the
Fenix nickel mine project in Guatemala were completed in 2014
with the commissioning of a processing plant with a capacity of
25,000 metric tonnes per annum in aggregate and a diesel power
plant.

Delays in the ramp-up of the planned capacity were due to power
constraints. The company's strategy has been to add a second
coal-fired power plant to the existing diesel plant and gradually
switch all power generation to coal. The second power plant was
put in place in August 2014 and the switch to coal power
generation is expected to complete by end-2015. This will enable
production volumes to ramp up through 2015 and to reach full
capacity by end of the year. The company's ability to deliver on
this will be key to achieving Fitch's forecasted financial
metrics.

Improved Operating Profile

The company's operating profile has seen positive structural
changes, in various aspects of the business. Fenix is ramping up
and will add between USD120m-USD140m per annum to the company's
operating profitability from 2016 onwards, based on Fitch nickel
mid-price assumptions.

KurilGeo is now generating positive free cash flow (FCF) and is
expected to contribute up to USD40 million of EBITDA in 2015 and
USD25 million thereafter. Nickel prices have weakened to
USD13,900 in May from the USD17,000 average in 2014, but Fitch
expects them to recover to an average USD15,000 in 2015 before
stabilizing at USD17,000 over the medium term, subject to
Indonesia maintaining its ban on the export of unprocessed ores.

Performance is also supported by the company's Ukrainian ferro-
nickel plant production, despite issues around nickel ore
sourcing since the ban of Indonesian exports and the geopolitical
developments in the country. The company has managed to keep the
plant fully sourced, replacing Indonesian nickel ore with
Guatemalan (from Fenix). The ongoing conflict in Ukraine is not
affecting the region where the plant is located, and so far has
not had an impact on its operations. Macedonian assets (SASA;
copper, lead and zinc) show stable operating performance.

Small Scale; Acceptable Diversification
Solway is a small mining company with USD532 million of revenue
and USD143 million of Fitch-adjusted EBITDA in 2014.
Historically, the group has maintained reasonable operational
diversification, with ferronickel (69% of revenue in 2014),
copper and copper concentrate (14%) and lead and zinc
concentrates (17%).

Fitch generally takes a positive view of product diversification
as it reduces margin volatility through the business cycle.
However, the company's exposure to highly volatile nickel prices
will increase from 2016 when Fenix becomes fully operational,
increasing volatility in operating margins.

Separately, based on Fitch's assessment Solway operates in
countries with 'high' and 'medium' risk relative to mining
operations (Ukraine, Macedonia, Guatemala and Russia), although
it possesses some geographical diversification.

Below Average Corporate Governance
The company is currently domiciled in Cyprus but will change to
Swiss registration by end- June. The new Swiss holding company
will form part of a reorganized group structure. The Swiss
company will hold the group's core operating assets (Fenix,
KurilGeo, etc). Despite the potential benefit of the new group
structure to the company's corporate governance, we continue to
see the company's low level of transparency and public
information disclosure as rating constraints.

KEY ASSUMPTIONS

-- Fitch mid-cycle price assumptions for nickel: USD15,000/t in
    2015 and USD17,000 in the medium term
-- Fenix to reach full capacity by end-2015
-- No disruptions to KurilGeo operations
-- USD100m debt repayments in 2015 to be covered though a
    combination of group cash flows, refinancing activity or
    funds from asset sales

RATING SENSITIVITIES

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

-- Period of sustainable production from key Fenix and KurilGeo
    development projects.
-- FFO adjusted gross leverage sustainably below 2.0x (2014:
    2.5x).
-- Strengthening of the liquidity profile.
-- Improvement of corporate governance, including greater
    transparency and information disclosure.

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

-- Further delays and/or cost overruns in key development
    projects.
-- Sustained negative FCF.
-- Deterioration of the liquidity profile.



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F I N L A N D
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METSA BOARD: Moody's Raises CFR to Ba2, Outlook Stable
------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family
Rating to Ba2 from B1 and the Probability of Default Rating (PDR)
to Ba2-PD from B1-PD of Metsa Board Corporation.  Concurrently,
Moody's upgraded Metsa Board's 5-year non-call EUR225 million
senior unsecured Nordic bond to Ba2 (LGD4) from B1 (LGD4).  The
outlook is stable.

"We have upgraded Metsa Board's ratings to recognize the
company's ongoing success in offsetting the accelerated decline
in paper delivery volumes by increasing paperboard volumes, in
particular through exports to North America," says Matthias
Volkmer, a Moody's Vice President - Senior Analyst and lead
analyst for Metsa Board.  "We expect the company to further
improve credit metrics following the announced investments in
production capacities. While transformation costs and in
particular the Husum investment projects will marginalize free
cash flow in the coming years, the recent rights issue to help
fund these projects once more underlines the commitment of the
company and its majority shareholder Metsaliitto Cooperative to
adhere to a balanced financial policy. "

RATINGS RATIONALE

Metsa Board's upgrade to Ba2 CFR is driven by continued
profitability improvements following the company's ongoing
transformation into higher-margin packaging products, and
significantly lower pension adjustments related to the recent
sale of Metsa Board Zanders GmbH, which contained the loss-making
business operations of its Gohrsmuehle paper mill in Germany,
hence, the strong improvement in its adjusted leverage ratio.
The Ba2 rating also reflects (i) Metsa Board's strong market
position, being among the leading producers of paperboard in
Europe, (ii) its good vertical integration into pulp including
its valuable shareholding in pulp company Metsa Fibre, reducing
dependency on the volatile pulp prices, and (iii) positive
industry fundamentals with structural growth for paperboard,
which will be the major profit contributor for the group going
forward.  At the same time, we note that Metsa Board needs to
successfully implement the Husum investment projects as well as
grow and diversify its paperboard business globally.

Moody's continues to caution that profitability of Metsa Board's
residual paper (expected to be completely phased out by end of
2017) may be strained as overcapacity for paper continues to be
significant, resulting in weak pricing power of producers, and
therefore diluting the group's overall margin.  In addition,
new -- mainly hardwood -- pulp capacities scheduled to come on
stream in South America over the next few years may exert
continued pressure on pulp prices, which may also affect Metsa
Board's long position in soft wood pulp that is expected to grow
with its constant equity holdings in associate company Metsa
Fibre's new bioproduct mill in Aanekoski, Finland (expected to
start up in 2017).

With an expected leverage (debt/EBITDA) of approximately 3.5x or
below (net leverage ca. 2x) by year end 2015 (compared to 4.3x
gross and 3x net leverage per December 2014 and expected EBITDA
margins of above 10% all as adjusted by Moody's), Metsa Board is
now strongly positioned at the Ba2 rating level.  Following the
refinancing exercises in 2013 and 2014, annual debt maturities
are viewed as manageable until larger bullet maturities fall due
in 2018 and 2019.  Higher profitability and lower restructuring
payouts allowed Metsa Board to return to significant positive
free cash flow generation during 2014, yet announced investments
in production capacities as well as increased dividend payments
may marginalize free cash flow over the next few years.

The stable outlook reflects Moody's expectation that the group's
paperboard operations will continue to perform solidly through
2015 despite the subdued economic environment in Europe, with
further gradual improvements to come from ongoing efficiencies,
the replacement of unprofitable paper capacities with profitable
paperboard capacities, and growing demand in paper board.

Following Metsa Board's rights issue of approximately EUR98.4
million (net of transaction costs) in February 2015, the
company's liquidity profile is strong including EUR360 million of
cash and cash equivalents as per end of March 2015 (including
interest-bearing receivables at Metsa Group's internal bank Metsa
Group Treasury Oy), EUR14 million of cash funds and investments
and EUR100 million undrawn bank revolving credit facility.
Moreover, the group's Funds from Operations should be sufficient
to cover future cash uses, capital expenditures, seasonal working
capital peaks and increased dividend payments while at times
relying on the group's liquidity facilities.

WHAT COULD MOVE THE RATING UP

A further rating upgrade would require Metsa Board to continue
its track record of gradually improving operating profitability
and cash flow generation by successfully completing the current
investments in Husum and profitably grow the paperboard business
globally.  Quantitatively, Moody's would consider a rating
upgrade if Metsa Board was able to sustain EBITDA margins of at
least mid-double digit percentages, with Moody's adjusted
leverage of debt/EBITDA moving towards 3x sustainably, and
RCF/debt of around 20%.

WHAT COULD MOVE THE RATING DOWN

The rating could come under negative pressure if the company's
debt/EBITDA as adjusted by Moody's were to exceed 4x or if EBITDA
margins were to fall towards single digit percentages.

The Ba2 rating assigned to the EUR225 million senior unsecured
notes is at the level of the group's CFR, considering that Metsa
Board's existing debt instruments are mostly unsecured.  Given
the legacy nature and only marginal asset security of Metsa
Board's priority ranking amortising pension loans in an amount of
EUR184million as per March 2015, due between 2015 -2020,
additional notching of the unsecured debt is not justified in our
view.

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

Metsa Board Corporation, headquartered in Espoo, Finland, is a
leading European primary fibre paperboard producer.  Metsa Board
also produces office paper and coated papers as well as market
pulp.  Sales during the last twelve months to March 2015 amounted
to approximately EUR2.0 billion.



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F R A N C E
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NEMERA DEVELOPMENT: S&P Revises Outlook to Pos. & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook to positive from stable on Nemera Development S.A., a
Luxembourg-registered, France-based manufacturer of rigid plastic
packaging and delivery solutions for the health care industry.
At the same time, S&P affirmed its 'B' long-term corporate credit
rating on the group.

In addition, S&P affirmed its 'B' issue rating on the senior
secured first-lien facilities, comprising a US$415 million first-
lien term loan due in 2021 and a US$65 million committed
revolving credit facility (RCF).  The recovery rating on these
facilities is maintained at '3', indicating S&P's expectation of
meaningful (50%-70%) recovery prospects for lenders in the event
of a payment default.

S&P also affirmed its 'CCC+' issue rating on the US$140 million
senior secured second-lien term loan due 2022.  The recovery
rating on the second-lien term loan is unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

The outlook revision reflects Nemera's operating performance,
which has exceeded both S&P's expectations and the company's own
budget since the group was spun off from Rexam PLC.  This was
primarily the result of new projects, increased end-market
activity, and improved pricing.  As a result, S&P now expects the
group's Standard & Poor's-adjusted ratio of debt to EBITDA to
fall below 5x and the adjusted ratio of funds from operations
(FFO) to debt to increase above 12% by the end of 2015.  S&P
continues to assess the group's financial risk profile as "highly
leveraged," as S&P's criteria define the term, owing to the
group's private equity ownership.  The assessment captures the
risk that Nemera's debt could increase in the future as a result
of debt-financed acquisitions or shareholder remunerations.

Nemera has a leading position in the health care packaging
market, where it enjoys long-term contracts with leading health
care companies, pharmacies, and wholesalers.  S&P's "fair"
business risk profile assessment also takes into account the
company's above-average profitability and high cash conversion.
A high proportion of the group's contracts with its customers
include clauses that enable it to pass through any increase in
the cost of raw materials.  This offers Nemera a good degree of
protection from volatile input costs.  S&P's assessment is
constrained to a degree by Nemera's relatively limited scale and
scope compared with its rated peers, and its singular focus on
plastic packaging for the health care industry.

The market for health care packaging is relatively consolidated.
The top players, including Nemera, enjoy long-term contracts with
customers.  Packaging is usually a relatively small expense for a
pharmaceutical company or pharmacy.  Companies in the health care
industry are risk-averse and prefer to work with two to four
trusted packaging suppliers, whose products meet tough regulatory
requirements.  Contractual pass-through agreements allow
packagers to pass on a large portion of raw material costs to the
customer. However, given that the health care industry is
dominated by a few big global pharmaceutical companies and U.S.
pharmacies, customer concentration is high.  Customers have
significant pricing power over providers of packaging, especially
when renegotiating contracts.

S&P's base-case operating scenario for Nemera in 2015-2016
assumes:

   -- Organic revenue growth in low-to-mid single digits, from
      solid volume growth in Nemera's own intellectual property
      (IP) products and contractual manufacturing in the devices
      division, and flat or slightly contracting revenues in the
      prescription retail division.

   -- Adjusted EBITDA margins that remain at about 24%-25%.  S&P
      expects EBITDA margins to improve in the devices division
      due to the growth in own-IP products -- although this will
      be offset by a lower share from the higher-margin
      prescription retail division.  Margins are also expected to
      benefit from the successful pass-through of resin costs and
      the group's ongoing cost saving program.

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

   -- An adjusted ratio of debt to EBITDA of 4.6x-5x in 2015-
      2016;

   -- Adjusted FFO to debt of 12%-13%; and

   -- Strong FFO cash interest coverage of over 3.5x.

The positive outlook reflects the chance that S&P could raise the
ratings on Nemera by one notch within the next 12 months as a
result of operating performance that S&P now forecasts will
exceed our initial expectations.

S&P could raise the ratings on Nemera to 'B+' if the group's
leverage falls below 5x over 2015 and FFO-to-debt rises above
12%, and if S&P is satisfied that the group can sustain credit
metrics at these levels, in conjunction with consistent free
operating cash flow.

S&P could revise the outlook to stable if it no longer believes
that the group can sustain cash flow and leverage metrics that
S&P views as "aggressive."  This could happen if the group
experiences margin pressure or weaker cash flow, leading to
materially weaker credit metrics or liquidity.  S&P could also
revise the outlook if Nemera undertakes any significant debt-
financed acquisitions or establishes new debt-like shareholder
instruments, resulting in significantly higher adjusted leverage
or weaker interest coverage.


VALLOUREC: S&P Lowers CCR to 'BB+/B' on Weakening Profitability
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on France-based seamless steel tube
producer Vallourec to 'BB+/B' from 'BBB-/A-3'.  At the same time,
S&P lowered its long-term issue rating on the group's senior
unsecured debt to 'BB+' from 'BBB-' and assigned a '3' recovery
rating to this debt, reflecting S&P's expectation for recovery in
the higher half of the 50%-70% range.  S&P has removed all
ratings from CreditWatch negative where it placed them on April
29, 2015. The outlook is stable.

The downgrade reflects S&P's view that Vallourec's EBITDA and
profitability will weaken and not be commensurate with a 'BBB-'
rating in 2015-2016.  S&P thinks that improved demand for
Vallourec's products -- on the back of restocking and the
increased oil price -- and cost savings will not be material
enough to maintain the existing rating.  In particular, S&P now
projects that EBITDA could fall to less than EUR200 million in
2015 and then increase to at least EUR500 million in 2016, with
EBITDA margin well below 10% in 2015 and between 10% and 15% in
2016. This compares with EBITDA margins wider than 15% since 2004
and EBITDA was about EUR900 million annually in 2013-2014.

"We assume marked EBITDA expansion in 2016 and 2017 after a low
in 2015, as demand strengthens, with clients and U.S.
distributors replenishing their inventories amid likely higher
oil prices. Still, we see risks associated with the pace and
intensity of such increases.  Additionally, Brazil-based
Petrobras, one of Vallourec's largest clients, has yet to
disclose its long-term investment plan.  In our current base
case, we assume that although Petrobras could materially cut
capital expenditures (capex) to save cash, it will likely retain
its focus on its core pre-salt offshore projects, which should
lead to a boost demand for Vallourec's products in 2016 and 2017.
Still, in the aftermath of the wide-reaching investigations of
corruption at Petrobas, some of its key contractors have filed
for bankruptcy and created hurdles delaying Petrobras plans.  We
think there may be further delays, which could dampen the demand
growth we anticipate in 2015-2016 for Vallourec.  Demand should
increase in 2017-2018, as Petrobras ramps up its hefty capital
expenditures to achieve its production targets," S&P noted.

"We recognize that Vallourec is taking active steps to accelerate
its multiyear "Valens" cost-savings plan, which should have a
significant effect in 2016 and a full impact in 2017.  We think
that execution risks will be limited.  However, its positive
contributions will not be sufficient to fully offset the tough
industry conditions, in our view.  The group has indicated that
it targets EUR350 million of savings in 2017 on a full-year
basis, equating to 10% of costs excluding raw materials, assuming
the same cost base and volumes as in 2014.  We also think that
capex will be contained in 2015-2017, potentially at or below
EUR350 million annually," S&P added.

"We have revised our business risk profile assessment downward to
"fair" from "satisfactory," owing to Vallourec's narrowing EBITDA
margin, EBITDA that is far weaker than we expected, and
uncertainty about improvement over the next couple of years.  We
continue to take into account the group's strong market positions
in the concentrated premium Oil Country Tubular Goods (OCTG) pipe
industry, high barriers to entry with respect to its premium
products, sound geographic diversification, relative client
concentration, and its exposure to the oil and gas industry.  Oil
and gas is in nature cyclical, competitive, and capital
intensive, with long lead times to add capacity," S&P said.

S&P has maintained its assessment of Vallourec's financial risk
profile as "significant," based on S&P's expectation of funds
from operations (FFO) to debt at less than 10% in 2015, which is
very low for the rating, but followed by FFO to debt of about 25%
over 2013-2017 on a weighted-average basis.  S&P also factors in
its assumption of positive free operating cash flows (after
capex) but negative discretionary cash flows (after capex and
dividends) on average in 2013-2017.

S&P's "positive" modifier for its comparable ratings analysis on
Vallourec prompts S&P to adjust its anchor upward by one notch to
reflect S&P's view that Vallourec's business risk profile is at
the upper end of the range for this category.  The group's
business risk is comparatively strong based on its robust global
market positions and S&P's assumption that EBITDA margins will
improve markedly after 2015.  S&P also factors in Vallourec's
strong liquidity.

The stable outlook reflects S&P's assumption of significant
increases in EBITDA and in FFO to debt in 2016, to at least 20%
and rising further in 2017 -- on the back of both an improvement
in global demand after significant destocking in 2015 and
benefits from cost cutting initiatives, after a feeble 2015
performance.  S&P also takes into account its assumption that the
group will implement the Valens multiyear cost-savings plan on
time and successfully, as well as our expectation of broadly
neutral or at worst, limited negative FOCF in 2015-2016, thanks
partly to large working capital inflows.

S&P might consider a negative rating action if FFO to debt
doesn't reach 20% in 2016 and rise materially thereafter.  This
could occur if global demand (including from the U.S., Brazil,
and the Middle East) for Vallourec's services didn't improve as
materially or as quickly as S&P currently assumes if timely cost-
saving targets were not achieved.  In particular, key risks
linked to Petrobras include its potential decision to cut
investments linked to pre-salt or to not renew its contracts with
Vallourec in the longer run with unfavorable terms.  EBITDA
margin sustainably below 10% or negative FOCF would weigh
negatively on the ratings.

S&P foresees potential rating upside if Vallourec's business risk
improves markedly.  This would likely be supported by better
visibility on demand, particularly in its core Brazilian and US
markets; improved profitability, including a sustainable EBITDA
margin of about 15% at least; increased EBITDA; significant cost
reductions, and higher oil prices.



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JUNO LTD: Fitch Affirms 'Bsf' Rating on Class B Notes
-----------------------------------------------------
Fitch Ratings has downgraded Juno (Eclipse 2007-2) LTD's class A
and B notes and affirmed the rest as follows:

  EUR114.3 million class A (XS0299976323 and XS0302319370):
  downgraded to 'Asf' from 'AAsf'; placed on Rating Watch
  Negative

  EUR68.3 million class B (XS0299976752 and XS0302320386):
  to 'Bsf' from 'BBsf'; placed on Rating Watch Negative

  EUR60 million class C (XS0299976836) and XS0302320543):
  affirmed at 'Dsf'; Recovery Estimate: 50%

  EUR0 million class D and E: affirmed at 'Dsf'; Recovery
  Estimate: 0%

The transaction is a fully funded synthetic securitization of
initially 17 commercial mortgage loans originated by Barclays
Bank PLC (Barclays; A/Stable/F1), of which five are outstanding.
Barclays also acts a protection buyer under a credit default swap
(CDS) entered into with the issuer as protection seller. Ninety
per cent of the collateral by loan balance is office, with the
remainder warehouse or light industrial. The properties are in
Germany, Italy and Belgium.

Four loans representing two-thirds of the reference portfolio are
defaulted (mainly for failing to repay at maturity), with three
(Prins Boudewijn, Le Croissant and Seaford, some 16% of the pool)
still in special servicing. The Obelisco loan (one-third of the
pool) has so far not been transferred but performance has been
deteriorating. Collateral for the Neumarkt loan has been
liquidated already (although proceeds have not been released from
the insolvency process). Final maturity of the notes is in
November 2022.

The downgrade reflects excessive counterparty risk. External
support for Barclays is viewed by Fitch as possible but no longer
such that it can be relied upon.

The downgrade and Rating Watch Negative further reflect the tight
liquidity of the transaction. This is exacerbated by the stalled
CDS settlement for Neumarkt, the deduction of 'funding costs' by
Barclays for all defaulted loans, and potential for rising fees
owed to the special servicer -- particularly if Obelisco were to
enter special servicing. Fitch has placed the ratings on Watch
Negative as it monitors over the next six months for any
escalation of these risks, most notably progress on Neumarkt and
Obelisco.

KEY RATING DRIVERS

Credit-link to Barclays

All of the proceeds from the issuance of the notes provide
funding to Barclays. While the bank account with Barclays is
subject to replacement rating triggers, a jump-to-default of
Barclays would lead to note default. Such an exposure to a single
counterparty is viewed as excessive, and Fitch no longer
considers the bank as benefiting from implied state support
capable of mitigating this linkage. Accordingly Fitch is capping
the rating of the class A notes at Barclay's Issuer Default
Ratings (IDRs) of 'A'/Stable/'F1'.

Tight Liquidity

Issuer income has fallen as more loans enter default. This is
because in spite of the swap counterparty's requirement to
forward on any income received from defaulted loans to the
issuer, it can deduct any 'funding costs' first. Theoretically,
these underlying funding costs should refer to the underlying
cost of the funds provided by the issuer (ie the rate on the bank
account). However, Fitch has been informed by the swap
counterparty that the funding costs being deducted do not equal
this rate: while linked to 3m Euribor, the reset date appears to
have been fixed, loan by loan, at the date of default up to the
date of expected completion of the work-out. Moreover we are not
aware of any party that is scrutinizing this.

Given subsequent declines in 3m Euribor have reduced the interest
earned on the bank account (in which the note collateral is
held), the issuer has been left short of funds (no CDS income is
being received for defaulted loans -- quite unlike a true sale
CMBS where the issuer owns the debt service). With the risk of
administrative costs rising further (special servicing fees are
0.25% of loan balance), the issuer is heavily reliant on
liquidity facility drawings to cover interest.

The liquidity facility commitment stands at EUR7.3 million, of
which EUR4.6 million is drawn. This leaves the issuer with an
undrawn amount of EUR2.7 million (1.1% of the portfolio balance),
enough to cover three or four interest payments. The issuer's
liquidity position is thus highly sensitive to the timing of
recoveries from defaulted loans.

Deteriorating Loan Performance

Neumarkt (EUR122 million): No information update has been
provided since Fitch's last rating action in June 2014. The
collateral, an inner-city shopping centre in Cologne, was
liquidated in August 2011, with resultant proceeds implying a
EUR16 million loss. However, these sale proceeds are being held
back by the German insolvency administrator pending clarity on
how to allocate certain rental income. This has delayed
settlement of the CDS, although Barclays is not making any
premium payments under it, which given the loan accounts for half
the portfolio is contributing greatly to the liquidity strains.
The accumulated rental income could mitigate the loss amount,
although this may be thwarted by default penalty interest being
charged on the loan.

Obelisco (EUR82.1 million): The borrower, an Italian real estate
fund whose maturity has been extended by three years, is
negotiating for an extension of the loan, which is backed by 10
properties in Milan, Rome and Bari, mainly offices with a small
exposure to logistics/industrial assets. The reported interest
coverage ratio (ICR) has dropped to 0.78x (although Fitch
understands this figure is being recalculated) on account of
hefty operating expenses at the fund level (not helped by 20%
vacancy) as well as reductions in rent demanded by existing
tenants. Reported LTV of 42.5% is overly optimistic based on the
implied yields; reports that active marketing efforts have failed
to elicit sufficient interest since 2013 support this.

Le Croissant (EUR15.8 million): The loan is secured by an office
in Brussels, fully let to the European Commission until June
2020. In Fitch's view, property remarketing efforts will be
hampered by the short remaining term to lease expiry (no break),
making a loss quite likely.

Seaford Portfolio (EUR11 million): The loan is secured by six
fully-let logistics properties in various locations across
Germany. LTV as per the most recent valuation of November 2013 is
at some 140%. Marketing efforts post loan default have faced
various setbacks, including the geographical dispersion of the
properties, the portfolio size and the low weighted average lease
term to expiry (no break) of some two years.

Prins Boudewijn (EUR10.7 million): The loan is secured by a
multi-let office near Antwerp that is 10% vacant. A valuation
from November 2014 puts the LTV at 80.8%.

Fitch estimates 'Bsf' recovery proceeds totaling EUR211 million.

RATING SENSITIVITIES

A settlement of the stalled resolution of Neumarkt loan would
allow issuer collateral to be released for class A note
redemption, while preventing further loan default interest
charges compounding principal loss. It would also relieve the
liquidity strains somewhat. On the other hand, without clarity by
the time Fitch reviews the rating watch (no later than six months
after this date), the notes face the risk of being further
downgraded. If Obelisco also formally defaults, there is a risk
the notes will default. Should the servicer agree instead to
extend the loan, precedent suggests this would also prolong the
related CDS income for this loan; such an outcome should give the
issuer more time in which to recover the proceeds from Neumarkt,
and thereby ease ratings pressure.

The ratings notes would also be negatively impacted by rising
issuer costs or further falls in 3M Euribor.

Due to the quality of the properties, the excessive counterparty
exposure and the tight liquidity, upgrades are highly unlikely in
the near to medium term. Any downgrade in the IDR of Barclays
would lead to a corresponding downgrade of the class A notes.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided
about the underlying asset pool ahead of the transaction's
initial closing. The subsequent performance of the transaction
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.

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



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GREECE: Banks Get Respite, Collapse Likely if No Deal Reached
-------------------------------------------------------------
Fabio Benedetti-Valentini and Julia Verlaine at Bloomberg News
report that Greek banks probably will get only a short respite
with the help of the European Central Bank from accelerating
deposit outflows unless a deal is struck soon by politicians.

Greeks withdrew 20% of deposits held with the nation's lenders
this year as concern of an exit from the euro intensified,
Bloomberg relates.  A drip-feed of liquidity from the ECB and
Greece's central bank has kept lenders afloat, Bloomberg notes.
As deposit outflows accelerated, the ECB increased the ceiling of
funding four times in the last eight days alone, Bloomberg
states.

"They're being given 48 hours of respite, but if there's no deal
they can't avoid a collapse," Bloomberg quotes Jerome Forneris,
who helps manage more than US$8 billion at Banque Martin Maurel
in Marseille, as saying.  "They are under breathing assistance
with the ECB providing hundreds of millions every day."

European leaders agreed in Brussels to step up the pace of
negotiations to secure a breakthrough today, June 24, that they
can sign off at the end of the week, Bloomberg relates.
Meanwhile, euro-area finance chiefs on June 22 remained divided
over the possible introduction of capital controls as banks may
be running out of the collateral they post to receive funds,
Bloomberg states.

"It's clear that at this pace of cash withdrawal, the banking
sector could collapse in the next few days," Bruno Cavalier,
chief economist at Oddo & Cie, as cited by Bloomberg, said.
"This is basically the main pressure on the Greek government to
sign the deal."

The ECB's governing council raised the cap on Emergency Liquidity
Assistance on June 23, Bloomberg relays, citing a person familiar
with the matter who asked not to be identified since the
information isn't public.  The person did not disclose the size
of the increase, Bloomberg notes.



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AERCAP HOLDINGS: S&P Assigns 'BB+' Rating to US$800MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to AerCap Ireland Capital Ltd. and
AerCap Global Aviation Trust's (both wholly owned subsidiaries
of, and guaranteed by, AerCap Holdings N.V.) US$800 million
senior unsecured notes (to be issued in two tranches).  The '3'
recovery rating indicates S&P's expectation that lenders would
receive meaningful (50%-70%; lower end of the range) recovery of
their principal in the event of a payment default.  The companies
will use the proceeds from this issuance to acquire aircraft,
repay debt, and for general corporate purposes.

S&P's ratings on Netherlands-based aircraft lessor AerCap
Holdings N.V. reflect its position as one of the two largest
aircraft lessors, and the company's increased, albeit declining,
debt leverage following its May 14, 2014, acquisition of
competitor International Lease Finance Corp.  Standard & Poor's
assesses the company's business risk profile as "satisfactory",
its financial risk profile as "significant," and its liquidity as
"adequate".

The positive outlook reflects S&P's expectation that AerCap's
credit metrics will continue to improve because of the company's
strong cash flow and asset sales, despite its US$750 million of
share repurchases in 2015.  S&P would likely raise its rating on
the company if its debt-to-capital ratio declines to the mid-70%
area and its funds from operations (FFO)-to-debt ratio remains
above 10%, both of which could occur by the end of 2015.
Although unlikely, S&P could revise its outlook to stable if the
company repurchased a larger-than-expected amount of shares or if
it acquired a large debt-financed aircraft portfolio, causing its
debt-to-capital ratio to return to the 80% area.

RATINGS LIST

AerCap Holdings N.V.
Corporate Credit Rating                 BB+/Positive/--

New Ratings
AerCap Ireland Capital Ltd.
AerCap Global Aviation Trust
Senior Unsecured Notes                 BB+
  Recovery Rating                       3L
Senior Unsecured Notes                 BB+
  Recovery Rating                       3L


LADBROKES IRELAND: Boylesports to Proceed with Takeover Bid
-----------------------------------------------------------
Gavin McLoughlin at The Sunday Independent reports that
Boylesports will proceed with a EUR25 million-plus takeover bid
for Ladbrokes' Irish arm, despite losing a legal challenge
seeking sensitive information about the British bookmaker's
operations in Ireland.

The spokesman said the terms of the bid are confidential, but The
Sunday Independent understands that the total investment
Boylesports is willing to make is worth substantially more than
EUR25 million.

Ladbrokes Chief executive Jim Mullen said the Irish business had
been held back by "real-estate legacy issues" and that, subject
to the examiner's opinion, the restructuring was "likely to lead
to redundancies at all levels of the operation", The Sunday
Independent relates.

Boylesports had been seeking a High Court order directing the
examiner, Ken Fennell of Deloitte, to release information about
individual store turnover, leases, and the number of betting
slips issued by each shop, The Sunday Independent relays.

Boylesports said they needed the information to make an effective
bid, The Sunday Independent notes.

But, on June 17, Mr. Justice Brian Cregan ruled the examiner was
entitled to withhold the information, The Sunday Independent
recounts.  Mr. Fennell had argued the information was
commercially sensitive and that its disclosure to a competitor
could damage Ladbrokes if Boylesports didn't ultimately make a
bid, or if a bid failed, The Sunday Independent discloses.

Boylesports founder and chief executive John Boyle, as cited by
The Sunday Independent, said the company's plans may entail the
closure of eight of Ladbrokes' 196 Irish shops, in order to
address competition concerns.  Ladbrokes is expected to close as
many as 60 shops if it retains control of the business, The
Sunday Independent states.

Ladbrokes is a London-listed bookmaker.



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WIND TELECOMUNICAZIONI: Fitch Affirms 'B+' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Wind Telecomunicazioni S.p.A's Issuer
Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has
also affirmed Wind's instrument ratings.

The affirmation reflects that Wind's operating trends are
improving and Fitch expects revenue to stabilize in 2016. Capex
is likely to remain high over the medium term as the company
invests to meet growing demand for data services, limiting the
pace of debt reduction. Leverage is high and headroom at the
current rating remains limited. A potential merger with Three
Italy has not been factored into our rating and will be treated
as event risk.

KEY RATING DRIVERS

Stabilizing Mobile Market

The Italian mobile telecom market is continuing to shrink in
revenue terms. However, the pace of decline has significantly
abated and operators are braced for less pressure ahead. Fitch
believes more stability can be expected in 2016 driven by the end
of a price war and rising mobile data consumption. Wind reported
an approx. 3.3% yoy service revenue reduction in 1Q15, which is a
significant improvement compared with double-digits declines
of approx. 10.6% yoy in 1Q14 and approx. 12.7% yoy in 1Q13.

Wind outperformed its key competitors over 2012-2014, steadily
increasing its subscriber and revenue market share. Fitch views
Wind's competitive positions as strong, but any significant
further gains are unlikely.

The worst of the price war seems to be over, which promises more
tariff stability in future. With average revenues per user (ARPU)
already low in the range of EUR12-EUR13 per month, customers are
likely to become relatively less price sensitive.

Subscriber demand for higher mobile speed and larger amounts of
mobile data remain strong, which will be the key growth driver.
With the current tariff structure suggesting surcharges for
larger data consumption, this may drive ARPUs up. However, we do
not expect a significant rebound as the Italian economy remains
weak and unemployment high at above 12%.

Profitable Fixed-Line Business.

Wind's strategy to priorities profitable direct fixed-line
customers and focus on margins is likely to be sustainable, in
our view, at least until new fibre infrastructure starts to have
an impact. Against the backdrop of relatively modest capex
requirements, this segment is likely to have achieved strong cash
flow generation, supporting the company's credit profile.
However, given Wind's reliance on Telecom Italia's (TI)
infrastructure, EBITDA margins are unlikely to rise from their
current levels (which is slightly below 30%), while the
subscriber base and revenue will remain on a modest decline.

LTE, Fibre Networks Key For Future

Wind has been able to achieve broad parity with peers in terms of
network coverage and capacity, both in mobile and fixed line
segments -- for the latter through the reliance on TI's ADSL-
capable infrastructure. However, maintaining network parity with
peers may become more challenging. The company may need to
increase its network investments, which would put pressure on its
leverage.

Wind is currently lagging its peers in terms of LTE network
coverage. As of end-1Q15 the company had 38% population coverage
vs TI's and Vodafone's approximately 80%. This has not been a
significant competitive disadvantage in view of low LTE take-up
in Italy, which we estimate at below 10% of the country's
subscriber base at end-1Q15. The company's plans suggest a steady
catch up, on the assumption of continuing strong value
proposition of its current 3G offerings. However, a quicker than
expected LTE take-up may jeopardize this and require faster
investment.

A pivotal decision for the industry would be a fibre development
plan. Wind will have to ensure its access to the new
infrastructure that will be critical to maintain its positions in
the fixed-line segment. Although the final terms are not yet
clear and a significant in-kind infrastructure contribution by
Wind is likely, the company may be required to make additional
cash contributions to the new network development, which may be a
challenge in view of its stretched leverage.

The Italian government pledged EUR6 billion in support to
encourage new fibre network construction that will span 85% of
the country's households. However, incumbent TI is in
disagreement with other industry players as to how to achieve
this. Wind has signed a letter of intent to form a consortium
with other players including Vodafone and MetroWeb to participate
in a construction of a nationwide fibre network, in line with the
government's guidelines.

Tight Cash Flow Generation

We expect Wind's free cash flow generation to remain tight, with
the company unlikely to be able to generate more than EUR150
million per year on average in 2015-2017. A few rounds of
refinancing in 2014 and 1Q15 resulted in substantial interest
savings, but these would be largely diluted by moderate EBITDA
pressures. The company has maintained strong cost discipline,
which we view as a key factor supporting future EBITDA margins.

High Leverage

Wind's leverage is high and its deleveraging capacity is low. We
expect leverage to remain around the current levels in the medium
term, sensitive to minor EBITDA or cash flow pressures.

Wind's leverage was at 5.8x net debt/EBITDA and 6.8x funds from
operations (FFO) adjusted net leverage at end-2014 (Fitch
definitions). The sale of a 90% stake in the company's tower
assets will only result in a marginal improvement in these
metrics of around 0.2x-0.3x, but these would be diluted by
continuing modest EBITDA pressures in 2015.

Shareholder Support Positive but Limited

Wind's ratings benefit from potential support from its sole
ultimate shareholder, Vimpelcom Ltd., whose credit profile
remains significantly stronger than Wind's. However, we believe
that a further rise in Wind's leverage may reduce Vimpelcom's
propensity to provide support. An increase in leverage to above
6x net debt/EBITDA will no longer likely be consistent with
expectations of any parental support.

Vimpelcom's support has been modest so far. A EUR500 million cash
contribution in conjunction with PIK-notes refinancing in 1H14
was insufficient to materially reduce Wind's leverage, given its
limited size relative to Wind's total debt of approximately EUR10
billion. Vimpelcom has not committed itself to any additional
support.

No Short-Term Refinancing Risks

Wind does not face any material refinancing risks before 2019
when approximately EUR850 million of its debt comes due.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for Wind include
the following:

   -- Mobile revenue stabilization from 2016
   -- Stable EBITDA margin of around 37% supported by disciplined
      cost control
   -- Capex in the range of EUR800m per annum in the medium term
   -- Substantial interest savings on the back of a few rounds of
      refinancing in 2014 and 1H15
   -- A rise in lease payments driven by the tower sale in 1H15
   -- No dividend payments

RATING SENSITIVITIES

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

-- A deterioration in leverage beyond 6x net debt /EBITDA and/or
    FFO adjusted net leverage sustainably above 6.5x

-- Continuing operating and financial pressures leading to
    negative FCF generation

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

-- Tangible parental support such as equity contribution or debt
    refinancing via intercompany loans leading to a material
    reduction in Wind's leverage.

-- Net debt/EBITDA sustainably below 5.5x and FFO adjusted net \
    leverage sustainably below 6x

-- Stabilization of operating and financial performance
    resulting in stronger and less volatile FCF generation

FULL LIST OF RATING ACTIONS

Wind Telecomunicazioni S.p.A.

Long-term IDR: affirmed at 'B+'; Stable Outlook
Short-term IDR: affirmed at 'B'
Senior credit facilities: affirmed at 'BB-'/'RR2'

Wind Acquisition Finance S.A.

Senior secured fixed and floating 2020 notes: affirmed at
  'BB-'/'RR2'
Senior unsecured 2021 notes: 'B-'/RR5



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CONCEFA SIBIU: Creditors Okay Reorganization Plan
-------------------------------------------------
Ecaterina Craciun at Ziarul Financiar reports that the creditors
of Concefa Sibiu approved the company's reorganization plan.

According to Ziarul Financiar, the plan, once implemented, will
enable the company to split and transfer a part of its patrimony
as a whole to a newly founded firm.

Concefa Sibiu is a Romanian insolvent construction company.



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HEPHAESTUS INSURANCE: Fitch Withdraws 'B' IFS Rating
----------------------------------------------------
Fitch Ratings withdrew the ratings Insurance Company Hephaestus
Russia, without confirmation. Ratings withdrawn as the company
has decided to stop participating in the rating process. The
revision of the ratings before the recall was not carried out, as
Fitch considers that this does not have sufficient information.
Accordingly, Fitch will no longer provide ratings of the issuer
and does not perform analysis on it. Fitch downgraded the
insurance financial strength rating ('FSR') of Hephaestus at the
level 'B +' to 'B' and IFS on a national scale with a level 'A
(rus)' to 'BBB (rus)', and placed the ratings on the list Rating
Watch 'Negative' April 6, 2015 The rating action reflects the
risks associated with a significant weakening of capitalization
and liquidity of Hephaestus because of a sharp deterioration in
operating performance, as well as violation of the insurance
company and the regulatory solvency margin the potential need to
support the capital. Factors that may affect the rating in the
future is not applicable.


PIK GROUP: S&P Affirms 'B' Corporate Credit Rating, Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Russia-based property developer JSC
PIK Group (PIK).  The outlook is negative.

At the same time, S&P lowered its Russia national scale rating on
PIK to 'ruBBB+' from 'ruA-'.

S&P removed all these ratings from CreditWatch negative, where it
placed them on Jan. 20, 2015.

The rating affirmation reflects the lengthening of PIK's debt
maturity profile after the company extended the maturity date of
its Russian ruble (RUB) 24.3 billion (US$400 million) loan from
VTB Capital, subsidiary of Russian state-owned VTB Bank.  As a
result, PIK's maturities in the next 12 months are limited to
modest amortization of the loan.

This improvement indicates that PIK is currently less reliant on
presales and market conditions to meet its financial obligations.
At the same time, S&P's lowering of the Russia national scale
rating on PIK reflects S&P's view that PIK's credit quality is at
the lower end of the scale for a 'B' rating, and as well as a
lack of proactive management of upcoming debt maturities.

S&P continues to assess PIK's business risk profile as "weak" and
its financial risk profile as "aggressive."  S&P still views
PIK's capital structure negatively, as the average debt maturity
is less than two years.

The negative outlook reflects S&P's view that PIK's liquidity
position might weaken if PIK doesn't secure necessary funding to
cover upcoming maturities and working capital outflows.  S&P
expects larger working capital outflows due to its expectation of
weaker demand for new residential properties in Moscow and the
company's plans to increase investments in construction.
Additionally, the liquidity position might come under pressure if
an increase in leverage leads to covenant breaches, although S&P
don't expect this in the next 12 months under its base case.

S&P might lower the global scale rating if PIK's liquidity
materially deteriorates.  The liquidity position is dependent on
PIK's success in extending its backup lines or agreeing another
refinancing of the loan from VTB Bank in the first half of 2016,
before it once more becomes a short-term liability.  S&P might
also consider a downgrade if a significant decline in cash
collections because of lower demand for new apartments, combined
with still-large cash outflows for new developments, puts
pressure on the company's debt metrics and operating performance.

S&P could revise the outlook to stable if PIK manages to secure
necessary liquidity sources for debt maturities and cash outflows
over the period to June 30, 2017, and if S&P came to the
conclusion that PIK would be able to withstand weakening demand
for residential real estate in Russia, or if the decline in
demand is less than S&P expects.



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


CAIXABANK SA: S&P Affirms 'BB-' Rating, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' long-term
and 'A-2' short-term ratings on Spain-based CaixaBank S.A. and
removed them from CreditWatch, where they were placed on Feb. 20,
2015, with negative implications.  The outlook on CaixaBank is
stable.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
and 'B' short-term ratings on Portugal-based Banco BPI S.A. (BPI)
and its core subsidiary, Banco Portugues de Investimento S.A.,
and removed them from CreditWatch, where they were placed with
developing implications on March 11, 2015.  The outlook on BPI is
negative.

The rating actions follow CaixaBank's decision to not proceed
with its plans to launch a tender offer to acquire the 55.9%
stake in Portugal-based Banco BPI that it does not already own.
It made this decision after BPI's General Assembly decided on
June, 17, 2015, not to remove the voting rights limitations
(currently at 20%) in BPI's bylaws.  This was a condition for
CaixaBank to proceed with the tender offer.

Given that the potential acquisition of BPI will not take place,
S&P no longer sees any risk of downward pressure on CaixaBank's
creditworthiness.  However, S&P believes that the non-completion
of this transaction adds challenges to BPI, as it might lead to
changes to the bank's current ownership structure, which could
have a negative impact on its strategic focus and direction.

In the last announcement, CaixaBank stated that it will start
analyzing alternatives for its BPI holding in the context of the
general goals set up in its 2015-2018 strategic plan.  In S&P's
view, this could result in at least a partial reduction of
CaixaBank's stake in BPI over the next 18 months, particularly
given that over the last few months, differences in opinion on
the bank's strategic directions have become evident among BPI's
core shareholders.  Moreover, BPI still has to present a plan to
the ECB to comply with single-name concentration requirements by
reducing its exposure to the Angolan government and central bank.
S&P views this as a challenge for BPI's management.  S&P
understands that BPI has several options available, including the
partial sale of its 50.1% stake in BFA or the full disposal of
its interest in Angola.  This would eventually result in BPI
losing at least part of its geographical diversification benefits
and a material stream of earnings that will continue to exceed
domestic profitability, like in the last two years.  Moreover, if
BPI were to lose management control of the Angolan subsidiary,
S&P believes the risk profile of the bank could deteriorate.

CaixaBank

The stable outlook on CaixaBank reflects that although S&P
expects the bank's business and financial profiles to gradually
benefit from the more favorable economic environment,
improvements are unlikely to be material enough to warrant an
upgrade.  Furthermore, even if S&P's assessment of the bank's
stand-alone credit profile were to improve (which S&P considers
unlikely at this time), the ratings would still be constrained by
the sovereign rating on Spain.  This is because the bulk of
CaixaBank's activity is concentrated in Spain.

"We expect the integration of the former Barclays Bank SAU into
the CaixaBank group to proceed smoothly.  We anticipate that the
bank's profitability will gradually strengthen, supported by
higher revenues, cost-efficiency measures, and lower credit
impairments.  As a result, we expect our risk-adjusted capital
(RAC) ratio for CaixaBank to remain at a level consistent with
our "moderate" assessment at year-end 2016, i.e. between 5.0% and
7.0%.  We also expect CaixaBank to continue reducing its stock of
problematic assets (including real estate assets), reaching 6%-7%
by 2016, and the bank to continue benefiting from comfortable
problematic assets coverage.  We also expect CaixaBank to
maintain a balanced funding profile and comfortable liquidity,"
S&P said.

An upgrade is unlikely at present, as both the bank's SACP and
the sovereign rating would have to improve.  A strengthening of
CaixaBank's SACP would hinge on an improvement of the bank's
capital position beyond that currently incorporated in the
ratings, that is if S&P's RAC ratio for the bank is sustainably
above 7%.

A downgrade also appears unlikely.  For that to happen, S&P would
have to downgrade Spain, or the bank's SACP would have to
deteriorate.  Such a deterioration could happen if, unexpectedly,
the bank's capital position meaningfully weakened or its risk
profile no longer compared favorably with that of domestic peers.

Banco BPI

The negative outlook on BPI reflects the risk of meaningful
changes of the shareholder structure, which has been stable and
supportive in the past.  This might lead to strategy changes or
an impasse, either of which could eventually have negative
implications for the relative business position and add risks for
the bank.

Also contributing to the negative outlook is the potential for
BPI's business or risk profile to weaken given the measures it
may take to comply with stricter regulatory requirements related
to its Angolan subsidiary.  This could be the case, for example,
if S&P believes that steps BPI takes limit effective control over
BFA and result in a worsening risk profile or reduce its
diversification benefits compared with peers.

S&P could revise the outlook to stable if it believes that BPI is
maintaining a cohesive, supportive shareholding structure and a
strategy that entails contained business and financial risks.
S&P might also revise the outlook to stable if it anticipates
that BPI were able to comply with stricter regulatory rules
related to BFA while strengthening its capital position so that
S&P's capital measure (RAC) also improves sustainably beyond 5%
and maintaining an adequate risk profile.


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

The final ratings reflect E.ON Generacion's capital structure
after the completion of its acquisition by Macquarie European
Infrastructure Fund IV and an entity managed by Wren House
Infrastructure in March 2015. The final ratings take into account
the executed inter-creditors agreement (ICA), senior facilities
agreement (SFA) and the terms and conditions of shareholder
loans.

The IDR reflects the inherent exposure of the company's
generation business to volatile wholesale electricity prices and
the fairly small size of its asset base in Spain. The ratings
also consider the mix of advantageously located (Los Barrios coal
plant), efficient and responsive (hydro, including pumping)
assets that mitigate the company's wholesale electricity price
exposure.

Fitch expects E.ON Generacion to deleverage from a sizeable post-
acquisition level of 3.3x to a fairly low leveraged credit
profile in 2018. The main drivers of deleveraging are regulatory
receivables monetization, coal destocking but also structurally
positive pre-dividend free cash flows (FCF) and a cash sweep
mechanism embedded in the financing documentation.

Fitch expects above-average recovery prospects for the lenders
under the final secured financing, which is reflected in a
single-notch rating uplift of the facilities above the company's
IDR.

KEY RATING DRIVERS

Small Power Producer in Spain

E.ON Generacion is a pure electricity generator focused on the
Spanish market. Its generation portfolio comprises hydro, coal
and CCGT plants with a total installed capacity of 3.3GW, of
which only 1.3GW is expected to contribute to future cash flows
over 2015-2018. The CCGTs are currently not running due to low
demand and overcapacity in the Spanish market. Fitch is not
considering any contribution from the subsidiaries involved in
supply activity.

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

Hydro/Coal Support Cash Generation

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

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

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

High Market Price Volatility

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

Fitch considers that the impact of the current low oil price
environment should be mitigated in Spain by the almost absent
contribution of gas plants to electricity price formation.
However, some impact cannot be ruled out for peak prices,
particularly if low commodity prices persist.

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

Slight Recovery of Market Fundamentals

Fitch is assuming a slight increase in electricity demand in
Spain over 2015-2018, in line with Fitch's expectation of
moderate GDP growth. The Spanish (Iberian) electricity system is
characterized by significant overcapacity and limited
interconnection with France, which we expect to continue. Fitch
believes that overcapacity would be reduced over the medium term
by the recovery of electricity demand and the reduction of CCGT
and coal installed capacity, due to ongoing mothballing.

Easing Political and Regulatory Risk

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

Financing Package Supports Deleverage

The final financing package is only related to E.ON Generacion
without any link to the other activities (renewable and regulated
assets) of E.ON Espana, which has been acquired by Macquarie
European Infrastructure Fund IV (60%) and an entity managed by
Wren House Infrastructure (40%).

The final financing package includes a seven-year EUR275 million
bullet term loan B (TLB), a six-year EUR20 million revolving
credit facility (RCF), a six-year EUR20 million facility for
operational guarantees and an optional additional guarantee
facility up to EUR40 million uncommitted under the current SFA.
The final capital structure of E.ON Generacion also includes a
EUR454.7 million shareholder loan, which we consider as equity
under Fitch's criteria.

The financial documentation includes mandatory cash sweep for
debt prepayment based on leverage, a two-year dividend blocker
and lock-up provisions. After the initial two-year period, funds
can be distributed to shareholders (through dividends or
repayment of shareholder loans) only if a leverage test is passed
(net debt-to-EBITDA of less than or equal to 2.0x) and so long
more than 50% of the TLB is outstanding, every EUR of dividend
must be matched with an additional EUR of debt repayment. The
EUR68 million receivable from the Comision Nacional de los
Mercados y la Competencia (CNMC) is dedicated entirely to debt
prepayment. Finally, excluded subsidiaries' (supply co) cash
flows upstreamed to E.ON Generacion are added for cash sweep
purposes up to EUR50 million. Nevertheless, our rating approach
does not include any cash flow coming from excluded subsidiaries.

The cash sweep should lead to the repayment of a substantial part
of the TLB during 2015-2018, while the debt service coverage
ratio (DSCR) covenant at 1.1x provides limited additional
protection to lenders, in our opinion.

Working Capital Monetization

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

Strong Deleverage Post Acquisition

Fitch forecasts funds from operations (FFO) net adjusted leverage
of around 2.1x at end-2015 after receivables monetization and
cash sweep, down from 3.3x at transaction closing. The ratio is
expected to peak at around 2.5x in 2016, when we expect EBITDA to
be hit by the planned outage of Los Barrios plant, before
decreasing to around 1.4x in 2018, due to working capital inflow
and expected positive FCF.

Upside to our base case could come from supply co dividends
inflows, which are contractually allocated to debt reduction and
excluded in our analysis. E.ON Generacion is well-positioned at
the current rating level with substantial rating headroom
especially towards the end of 2018.

KEY ASSUMPTIONS

-- Moderate improvement of base-load electricity prices in Spain
    over 2015-2018, driven by normalized weather conditions and a
    slight recovery in demand

-- Achieving a sizeable premium over base-load prices for Los
    Barrios and pumping hydro, although lower than that reported
    Historically

-- Non-recurring costs of around EUR70m, mainly due to
    decommissioning activity, non-recurring financial expenses
    and transition costs

-- Cash inflow of around EUR150m from working capital assets
    monetization over 2015-2018

-- Capital expenditure of around EUR140m for 2015-2018,
    including a largely pre-funded selective catalytic reserve
    investment at Los Barrios (but not at Puente Nuevo)

-- Significant gross debt reduction and dividends distribution
    in line with the cash sweep mechanism over 2015-2018 of
    around EUR140m

-- Minimum cash target of EUR40m at year-end

RATING SENSITIVITIES

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

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

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

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

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

LIQUIDITY

Fitch assesses E.ON Generacion's post-acquisition liquidity
position as adequate. The final bullet EUR275 million TLB has
been fully drawn at closing, with EUR30 million of those proceeds
pre-funding a cash reserve which can only be used for the
2015-2016 environmental capital expenditure requirements at Los
Barrios. Fitch views this as restricted cash in our rating case.

The provisions of the draft financing documentation allow the
complete distribution of the aggregate retained excess cash flow
every year for debt repayment (cash sweep mechanism) and,
secondly, distribution to shareholders (provided the leverage
test is passed). However, a EUR40 million minimum cash balance
requirement has been included under the SFA. This amount was
equity-funded at closing on top of the EUR30 million capex
reserve and Fitch expects it to be the total cash on balance
sheet by the end of 2018 when distributions will not be
constrained by dividend lockers and leverage test.

In addition, the financing package includes a final EUR20 million
RCF that will be available in 2015-2018. Fitch forecast this
liquidity position will be sufficient to cover all the
operational requirements during this period.


IM PRESTAMOS: Moody's Raises Rating on Class C Notes to Caa1
------------------------------------------------------------
Moody's Investors Service announced that it has upgraded these
classes of notes issued by IM Prestamos Fondos Cedulas, FTA (IM
Prestamos), and the liquidity facility available to this issuer:

   -- EUR344.1 mil. (currently EUR 68.9M outstanding) Class A
      Notes, Upgraded to Ba2 (sf); previously on Mar 20, 2015
      B1 (sf) Placed Under Review for Possible Upgrade

   -- EUR6.9 mil. (currently EUR 0.66M outstanding) Class B
      Notes, Upgraded to B3 (sf); previously on Mar 20, 2015 Caa3
      (sf) Placed Under Review for Possible Upgrade

   -- EUR0.9M Class C Notes, Upgraded to Caa1 (sf); previously on
      March 20, 2015 Caa3 (sf) Placed Under Review for Possible
      Upgrade

   -- Liquidity Facility Notes, Upgraded to Aa2 (sf); previously
      on Mar 20, 2015 A3 (sf) Placed Under Review for Possible
      Upgrade

This transaction is a static cash CBO of portions of subordinated
loans funding the reserve funds of three (at closing 14) Spanish
multi-issuer covered bonds (SMICBs), which can be considered as a
securitization of a pool of Cedulas.  Each SMICB is backed by a
group of Cedulas which are bought by a Fund, which in turn issues
SMICBs.  Cedulas holders are secured by the issuer's entire
mortgage book.  The subordinated loans backing the IM Prestamos
transaction represent the first loss pieces in the respective
SMICB structures (or structured Cedulas).  Therefore this
transaction is exposed to the risk of several Spanish financial
institutions defaulting under their mortgage covered bonds
(Cedulas).

The liquidity facility may be drawn to fund the difference
between interest accrued and due on the subordinated loans of the
three SMICBs and interest actually received on these loans.  The
amount drawn under this facility is thus a function of (i) number
and value of underlying delinquent and defaulted Cedulas, (ii)
level of short term EURIBOR and (iii) time taken for final
realization of recoveries on defaulted Cedulas.  While the
liquidity facility is currently not drawn, Moody's analysis
assumes that a portion of it will be drawn at some time during
the remaining life of this transaction.

RATINGS RATIONALE

Moodys said rating action is a result of the upgrades to the
three SMICBs whose reserve funds make up the IM Prestamos
portfolio.

As a result, Moody's loss expectations for the majority of
underlying covered bonds within the SMICBs have reduced
significantly.  Moody's considers that should a Cedulas issuer
default, it is likely that the reserve funds that form the
underlying portfolio of IM Prestamos would require to be drawn
upon to make good the potential shortfall suffered by the
underlying Cedulas holders.  The extent of such potential
shortfall is dependent on the level of over collateralization and
quality of the issuer's underlying mortgage pool.  Moody's
analysis indicates that in the light of such potential
shortfalls, the credit quality of the reserve funds of the 3
SMICBs that form the portfolio of IM Prestamos is presently more
consistent with ratings in a B2 (sf)-Baa3 (sf) range compared to
a Caa1(sf)-B1(sf) range in August 2014, a Caa2 (sf)-B2 (sf) range
in March 2013, a B1(sf)-Ba3(sf) range in Nov 2011, and a Ba3(sf)-
Ba1(sf) range in April 2011.

The credit quality of the reserve funds of these 3 SMICBs is
substantially driven by high recovery rate assumptions on the
underlying Cedulas.  The ratings of the liquidity facility
available to IM Prestamos and the issued notes are therefore
sensitive to these recovery rate assumptions.

In addition, the credit quality of the liquidity facility is
affected by the estimated level of draw-down, with higher draw-
downs resulting in declining credit quality.  As stated earlier,
draw-down is affected by (i) number and value of delinquent and
defaulted Cedulas, (ii) short-term EURIBOR rates and (iii) time
taken for realization of final recoveries on defaulted Cedulas.

Moody's base case scenario assumes that the liquidity facility is
drawn down to the extent of EUR 2 million.  This level of draw
down reflects (i) some of the current underlying pool of Cedulas
being delinquent or in default, (ii) ongoing short-term EURIBOR
at about two times current levels, and (iii) a two year period
between Cedulas default and final recoveries.

Methodology Underlying the Rating Action:

Factors that would lead to an upgrade or downgrade of the rating:
In addition to the base case run, Moody's undertook a number of
sensitivity runs assuming higher draw down amounts for the
liquidity facility.  The model output for an EUR 4 million draw
down was the same as the base case result.

A multiple-notch downgrade of classes of notes of IM Prestamos
might occur in certain circumstances, such as (i) a sovereign
downgrade negatively affecting the SMICBs; (ii) a multiple-notch
lowering of the CB anchor or (iii) a material reduction of the
value of the cover pool.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes and liquidity facility as evidenced by 1)
uncertainties of credit conditions in the general economy
especially as 100% of the portfolio is exposed to obligors
located in Spain 2) fluctuations in EURIBOR and 3) amount and
timing of final recoveries on defaulted Cedulas.  Realization of
lower than expected recoveries would negatively impact the
ratings of the notes and the liquidity facility.

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


SANTANDER EMPRESAS 3: Fitch Issues Correction to May 5 Release
--------------------------------------------------------------
Fitch Ratings issued a correction to its rating release on May 5,
2015. Credit enhancement for the class C notes increased to 27%
and not to 54% as previously stated.

Fitch has affirmed FTA, Santander Empresas 3 as follows:

EUR101 million class A2 (ISIN ES0337710018): affirmed at 'A+sf';
Outlook Stable

EUR46.9 million class A3 (ISIN ES0337710026): affirmed at 'A+sf';
Outlook Stable

EUR39.7 million class B (ISIN ES0337710034): affirmed at 'A+sf';
Outlook Stable

EUR117.3 million class C (ISIN ES0337710042): affirmed at 'BBsf';
Outlook Stable

EUR70 million class D (ISIN ES0337710059): affirmed at 'Bsf';
Outlook Negative

EUR45.5 million class E (ISIN ES0337710067): affirmed at 'CCsf';
Recovery Estimate (RE) 0%

EUR45.5 million class F (ISIN ES0337710075): affirmed at 'Csf';
RE 0%

F.T.A. Santander Empresas 3 is a granular cash flow
securitization of a static portfolio of secured and unsecured
loans granted to Spanish small- and medium-sized enterprises by
Banco Santander S.A..

Key Rating Drivers

The affirmation reflects higher credit enhancement offsetting
increases in defaults. Over the last 12 months, the class A2 and
A3 notes have been amortized by EUR74 million, resulting in
credit enhancement on the class A notes increasing to 63% from
54% and to 54% from 46% for class B notes. However, credit
enhancement on the class C notes increased only marginally to 27%
and decreased for the class D and E notes during the same period.

Defaults increased marginally over the past 12 months to now
represent 8.8% of the outstanding balance, compared with 6.6%
previously. Over 90-day delinquencies increased to 1.42% from
0.34%.

The transaction is exposed to payment interruption risk should
the servicer, Banco Santander S.A. (A-/Stable/F2) default. Since
the reserve fund was depleted in 2013, the transaction has no
liquidity line to mitigate any disruption of the collection
process and to maintain timely payments to noteholders. As a
result, the transaction's ratings are capped at a rating of 'A+'.

The Negative Outlook on the class D notes reflects the notes'
vulnerability to the transaction's obligor concentration. The
largest obligor is currently 10.51% of the outstanding balance
and the 10 largest obligors make up 19.75% of the outstanding
balance.

With the reserve fund being completely depleted, the class E and
F notes remain under-collateralized. The class F notes funded the
reserve fund and are not collateralized by underlying assets. It
is therefore likely for the class F notes to default unless
realised recoveries are substantially different to Fitch's
expectations.

RATING SENSITIVITIES

Fitch incorporated several stress tests to analyze the ratings'
sensitivity to a change in the underlying scenarios. The first
test simulated an increase of the default probability by 25%,
whereas the second test reduced recovery assumptions by 25%. A
change to either of the underlying scenarios could lead to
downgrades of up to one category.

DUE DILIGENCE USAGE

Fitch did not undertake a review of the information provided
about the underlying asset pool ahead of the transaction's
initial closing. The subsequent performance of the transaction
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.

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



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


UKRAINE: No Decision Yet on Date of Debt Restructuring Talks
------------------------------------------------------------
Interfax-Ukraine reports that the date of the meeting of the
Finance Ministry of Ukraine, the International Monetary Fund and
the Creditors' Committee on restructuring Ukraine's debt
obligations hasn't been agreed yet.

"Arrangements are also being made for a meeting between the
Committee, Ukraine and the IMF in Washington to take place as
soon as possible.  No date for this meeting has yet been agreed
despite Ukraine's public statements to the contrary.  We view it
as vital that all parties sit down and negotiate a deal in good
faith, without preconditions, as soon as possible," Interfax-
Ukraine quotes a letter released by the committee as saying.

The Committee's advisers are currently evaluating the
restructuring proposal submitted by Ukraine on June 19, certain
details of which had been briefed to the media before the
advisers had received it, Interfax-Ukraine relays.  The proposal
is based on IMF assumptions about the Ukrainian economy which
have not yet been placed in the public domain and which are not
scheduled to be made public until mid-July, Interfax-Ukraine
notes.  In order to properly consider the proposal, the Committee
and its advisers have urged Ukraine and the IMF to publish those
assumptions as soon as possible, Interfax-Ukraine states.

In the meantime, the Committee said it still believes that the
proposal submitted to Ukraine in May remains the best way forward
for the country, Interfax-Ukraine relates.

According to Interfax-Ukraine, Finance Minister Natalie Jaresko
said the meeting would be held in Washington and that the exact
date hadn't been decided yet.


UKRAINIAN BANKS: Fitch Affirms 'CCC' IDRs on 4 Institutions
-----------------------------------------------------------
Fitch Ratings, on June 19, 2015, affirmed the Issuer Default
Rating ('IDR') of four Ukrainian banks in foreign currency at the
level 'CCC'.  This rating PAO Joint Stock Commercial Industrial
Investment Bank ('Prominvestbank'), ProCredit Bank (Ukraine),
Credit Agricole Bank PJSC ('CAB'), PJSC Alfa-Bank ('Alfa-Bank
Ukraine'). At the same time Fitch downgraded the ratings of
Ukrsotsbank stability PJSCCB and Pravex-Bank from 'ccc' to 'cc'
and after that placed the long-term IDR of the two banks in
foreign currency under the supervision of the list Rating Watch
'Negative'. In addition, Fitch has affirmed the ratings of
stability Prominvestbank, ProCredit Bank (Ukraine) and Alfa-Bank
Ukraine at the level of 'ccc' and wild boar at 'b-'.

Key rating factors IDRs, national rankings and ratings of senior
debt IDRs of six banks, as well as their national ratings also
take into account the probability of their support from their
foreign shareholders. Confirmation of long-term IDR of the four
banks in foreign currency at the level 'CCC' and senior debt
ratings of Alfa-Bank Ukraine in foreign currency at the level
'CCC' reflects a moderating influence Ukraine's Country Ceiling
('CCC'), which is due to the risk of restrictions on transfer and
conversion of funds and limits the extent to which support from
the majority foreign shareholders of these banks can be factored
into their rankings.

The limited controls over capital and currency restrictions
imposed in the 1st half of 2014 as a whole remain in force.
Country Ceiling of Ukraine reflects the higher risk of tightening
measures in the future, may restrict or impair the ability of the
private sector to carry out payments on foreign currency
liabilities. Confirmation of the long-term IDR of the four banks
in the national currency and senior unsecured debt rating of
ProCredit Bank (Ukraine) Alfa-Bank Ukraine in the national
currency at 'B-', that is one level above the sovereign rating
'CCC', reflects the degree of support for these banks by their
shareholders. At the same time, 'Negative' outlook takes into
account country risks and, in particular, the risk that the
emergency will be restrictions on the ability of banks to service
the domestic currency. Prominvestbank is almost 100 per cent
ownership of the Russian state-owned Vnesheconombank ('VEB',
'BBB- '/ forecast' negative '), ProCredit Bank (Ukraine) is
controlled (80% of voting shares) by the German ProCredit Holding
AG & Co. KGaA. ('BBB' / forecast 'Stable'), wholly owned and KAB
Credit Agricole SA ('A' / forecast 'Stable'). IDR and senior debt
ratings of Alfa-Bank (Ukraine) due to Fitch's view of the
potential support that the Bank may obtain from other entities
under the control of its major shareholders, including the
Russian affiliate of Alfa-Bank ('BB +' / forecast 'negative').

However, the probability of support is limited due to the
indirect relationships with other assets of the group and
heterogeneous history of support from major shareholders.
Ukrsotsbank 99.4% owned by the Italian UniCredit SpA (hereinafter
'UniCredit', 'BBB +' / forecast 'Stable') by the Viennese
subsidiary bank UniCredit Bank Austria AG ('BBB +' / forecast
'Stable') and Pravex-Bank is in 100-percent ownership of Intesa
Sanpaolo SpA ('Intesa', 'BBB +' / forecast 'Stable'). Ukrsotsbank
and Pravex-Bank is still assumed to be for sale after its parent
company made a corresponding statement at the beginning of 2014,
but for the moment good progress with the implementation of these
plans is not marked with the difficult operating environment in
Ukraine. Both parent are going to sell their Ukrainian
subsidiaries with the appearance of opportunities.

Fitch believes that the existing shareholders will likely have a
high propensity to provide support to its Ukrainian subsidiary
banks prior to the sale. After the downgrades stability
Ukrsotsbank and Pravex-Bank their long-term foreign currency IDR
is no longer supported credit metrics on a standalone basis.
Status Rating Watch 'Negative' for term foreign and local
valyulte and national ratings of the two banks reflects the
opinion Fitch, that the support of the shareholders, may become
less reliable in case of sale of banks, especially local
shareholders resilience rating stability rating of all six banks
reflect high pressure on their stand-alone credit under stressful
operating environment.

Banks are faced with a deepening recession (Fitch forecasts GDP
contraction of 9% in 2015), the sharp devaluation of the hryvnia
(the official exchange rate of hryvnia to the dollar has fallen
by 35% since the beginning of the year after falling 97% in
2014), related inflation (annual consumer price inflation was 58%
in May 2015) and the unresolved military conflict in the east of
Ukraine, which causes general economic difficulty.

Credibility of Ukrainian banks has deteriorated markedly since
the beginning of 2014 as a result of a sharp rise in impairment
losses on loans, reducing capital (due to losses on loans and
inflation, foreign currency assets, related to the devaluation)
and pressure in terms of funding (due to the continuing outflow
of deposits). Since the beginning of 2014 the capital continues
to experience more pressure than liquidity, especially in Q1. In
2015, when most of the banks under consideration (excluding boars
and ProCredit Bank (Ukraine)) violated the minimum regulatory
capital requirements at 10% before received capital support from
parent structures (through conversion of parent funding to the
capital of the first level and in Ukrsotsbank Prominvestbank in
the form of cash contributions from ProCredit Bank (Ukraine) and
Pravex-Bank). Alfa-Bank Ukraine still relies on the resolution
regulator to withdraw from the capital requirements provided by
all banks of the country. The outflow of deposits is managed in
each of the six banks, aided by regulatory restrictions on
withdrawals from deposits and liquidity support from parent
banks.

The stock of liquidity (including cash and cash equivalents and
pledged securities, which can be used for refinancing with the
central bank) net redemptions of short-term funding raised on the
financial markets remained at a comfortable level at the end of
1Q. 2015, or at the end of 4 months. 2015 in the range of 13%
(from Alfa-Bank Ukraine) to 52% of customer deposits (in
Prominvestbank, which mainly reflects the high dependence on
parent funding -- at 68% of liabilities at the end of 1Q. 2015) .
The downgrade stability Ukrsotsbank and Pravex-Bank from 'ccc' to
'cc' represents (i) a very high level of impaired loans in both
banks, with problem loans (loans overdue more than 90 days) and
restructured loans together accounted for approximately 80% of
total loans at the end of Q1. 2015, and (ii) lack of ability to
absorb losses due to low or negligible capital stock, (in spite
of the increase in capital for 5 months. 2015) and the negative
profitability of pre-impairment in 2014 - 1Q. 2015 (excluding
accrued interest).

Not bad loans coverage ratio were significant 2,3-3,3x of the
capital of these banks under Basel at the end of Q1. In 2015,
which makes both of these banks are still highly dependent on
capital support. Renegotiated loans that, if they had not been
restructured, would be attributed to the problem, are also
significant downside risks to performance. The ratings of
stability 'ccc' in Prominvestbank, ProCredit Bank (Ukraine) and
Alfa-Bank Ukraine reflect the high levels of loan impairment
(problem and restructured loans are in the range from 20% in
ProCredit Bank (Ukraine) to 92% in Prominvestbank) and a moderate
loss absorption capacity, taking into account the recent or
upcoming capital increase in 2015.

The ratings also reflect the fact that these bad loans three
banks according to reports, are generally well covered by
reserves and / or through the provision of guarantees to cover
existing risks (Alfa-Bank Ukraine). resilience rating 'b-' a boar
reflect a lesser degree of deterioration in asset quality than
the majority of Ukrainian banks still good profitability before
impairment, manageable exposure to currency risk and good
liquidity position. Factors that may affect the rating in the
future IDRs, national rankings and ratings of senior debt IDR
will not be automatically dropped in the case of sovereign
downgrade / debt restructuring .

At the same time, the ratings could be lowered in the event of
the introduction of restrictions on transfer and conversion of
funds or other constraints that would affect banks' ability to
service their obligations. Except Ukrsotsbank and Pravex-Bank,
'Stable' outlook on the ratings reflects the view of the national
Fitch, that any deterioration in the future consideration of
creditworthiness banks are likely to be generally at the same
level as that of the other Ukrainian issuers, which means that
the risk of default with respect to banks other issuers will
generally unchanged. Fitch expects to decide on the status Rating
Watch 'Negative' for the ratings of Ukrsotsbank and Pravex-Bank
after the sale of the bank, if they take place.

If, according to Fitch, the support from the new shareholders
will not be factored into the ratings, the long-term IDR of the
two banks are likely to be relegated to the level of their
ratings of stability ('cc'). resilience rating potential for the
ratings of stability is limited, but can occur in the case of
strengthening the capitalization of banks and improve the
coverage ratio of impaired loans.

Stabilization of the economic prospects of the country would
reduce the downward pressure on the ratings of stability.
Resilience rating could be lowered if the additional loan
impairment recognition will affect the capitalization of banks,
and will not be provided with adequate support.

The rating actions: Prominvestbank Long-term foreign currency
IDR: affirmed at 'CCC' Long-term local currency IDR: affirmed at
'B - 'forecast' negative ' short-term foreign currency IDR:
affirmed at 'C' Support Rating: affirmed at '5' resilience rating
affirmed at 'ccc' National Long-term rating was affirmed at 'AAA
(ukr)', the forecast 'Stable . ' Ukrsotsbank Long-term foreign
currency IDR at 'CCC' is placed on the list Rating Watch
'Negative' Long-term local currency IDR 'B-' remains on the list
Rating Watch 'Negative' senior unsecured local currency rating
'B -' / ' RR4 '/' AAA (ukr) 'left on the list Rating Watch'
Negative ' Short-term foreign currency IDR: affirmed at 'C'
Support Rating: affirmed at '5' resilience rating downgraded to
'csc' to 'CC' National long-term rating 'AAA (ukr)' remains on
the list Rating Watch 'Negative'. ProCredit Bank (Ukraine) Long-
term foreign currency IDR: affirmed at 'CCC' Long-term local
currency IDR: affirmed at 'B-', outlook 'negative' Priority
unsecured debt in local currency rating was affirmed at 'B -' /
'RR4' / 'AAA (ukr)' Short-term foreign currency IDR: affirmed at
'C' short-term local currency IDR: affirmed at 'B' Support
Rating: affirmed at '5' resilience rating affirmed at 'ccc'
National Long-term rating was affirmed at 'AAA (ukr)', the
forecast 'Stable'. Pravex-Bank Long-term foreign currency IDR at
'CCC' is placed on the list Rating Watch 'Negative' Long-term
local currency IDR 'B-' remains on the list Rating Watch
'Negative' Short-term foreign currency IDR: affirmed at 'C'
Support Rating: affirmed at '5' resilience rating downgraded to
'csc' to 'CC' National long-term rating 'AAA (ukr)' remains on
the list Rating Watch 'Negative'. PJSC Credit Agricole Bank Long-
term foreign currency IDR: affirmed at 'CCC' Long-term local
currency IDR: affirmed at 'B-', outlook 'negative' Short-term in
foreign currency affirmed at 'C' short-term local currency IDR:
affirmed at 'B' Support Rating: affirmed at '5' resilience rating
affirmed at 'b-' National Long-term rating was affirmed at 'AAA
(ukr)', 'Stable' forecast. PJSC Alfa-Bank Long-term foreign
currency IDR: affirmed at 'CCC' Long-term local currency IDR:
affirmed at 'B-', outlook 'negative' senior unsecured local
currency rating was affirmed at 'B - '/' RR4 '/' AA + (ukr) '
planned senior unsecured local currency rating was affirmed at
'B- (EXP)' / 'RR4' / 'AA + (EXP) (ukr)' Planned senior unsecured
bonds in the national currency with reference to market risk:
affirmed at 'B- (EXP) (emr)' / 'RR4'; 'AA + (EXP) (ukr) (emr)'
Senior unsecured debt OOO Alfa Ukrfinans: affirmed at 'CCC' /
'RR4' Short-term foreign currency IDR: affirmed at 'C' Support
Rating: affirmed at '5' rating stability was affirmed at 'ccc'
National Long-term rating was affirmed at 'AA + (ukr)', the
forecast 'Stable'.



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


MANOR F1: Reliant on Fitzpatrick Funding, Accounts Show
-------------------------------------------------------
Christian Sylt and Caroline Reid at The Telegraph report that the
future of the Manor Formula One team is in the hands of its
owner, Ovo Energy boss Stephen Fitzpatrick.

The team lies in last place after the Austrian Grand Prix on
June 20 and its performance off-track is no better, The Telegraph
notes.

According to The Telegraph, Manor's accounts for the year-ending
December 31, 2013, reveal that the Sheffield-based team is facing
a cash shortfall and is "wholly reliant" on funding from
Mr. Fitzpatrick.  He steered the team out of administration in
February through a Company Voluntary Arrangement (CVA) and
appointed former Sainsbury's chief Justin King as its chairman,
The Telegraph recounts.

Manor's Grand Prix director, Abdulla Boulsien, as cited by The
Telegraph, said the company was "wholly reliant on the financial
support of Stephen Fitzpatrick, the ultimate controlling party,
to fund any cash shortfall between income and expenditure".

He added that earlier this month, Mr. Fitzpatrick committed to
enabling Manor to continue as a going concern for at least 12
months, The Telegraph relays.  It burned up net losses of GBP4.7
million in 2013, down from GBP57.7 million the previous year, The
Telegraph discloses.


SOHO HOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on private
club operator Soho House Group Ltd. to negative from stable.

At the same time, S&P affirmed its 'B-' long-term corporate
credit rating on the group, S&P's 'B-' issue rating on the Soho
House's senior secured notes, and S&P's 'B+' issue rating on the
group's super senior revolving credit facilities (RCFs).

The outlook revision reflects S&P's view that Soho House's debt-
funded expansion strategy is likely to continue to result in high
leverage, accompanied by significant negative cash flow.  This
has caused a weakening of its interest coverage, lowered cash
coverage, and increased reliance on drawings on its RCFs.

Despite having strong revenue and EBITDA growth as the group has
opened new clubs, the higher associated costs have caused Soho
House's profitability growth to remain subdued.  Its unadjusted
EBITDAR (EBITDA plus rent) to cash interest plus rent coverage
(EBITDAR coverage) dropped to around 1.0x in 2014.  Furthermore,
S&P sees a risk that if Soho House does not achieve the planned
EBITDA growth, the group may not have sufficient headroom to
cover its relatively high operating costs and interest.

Soho House's cash balance is likely to remain low and S&P expects
that it will continue to draw on its GBP25 million RCFs over the
next three years.  Therefore, there is a risk that unless both
profit increases and cash generation strengthens, liquidity could
weaken and the capital structure could become unsustainable.

The ratings reflect S&P's view of the business risk profile as
"fair" and the financial risk profile as "highly leveraged," as
S&P's criteria define the terms.  S&P combines these factors to
derive an anchor of 'b'.  S&P's comparable rating analysis leads
it to deduct one notch from Soho House's anchor of 'b'.  This
reflects the relatively small scale of Soho House's business;
forecast negative free operating cash flow (FOCF) over the next
three years; and the execution risks related to its growth
strategy.

S&P's assessment of Soho House's "highly leveraged" financial
risk profile reflects S&P's view that the company's debt levels
are high, considering its size and profits.  S&P's adjusted debt
also includes significant operating lease adjustments, reflecting
Soho House's attractive club locations, which have high rent
costs.

Soho House's capital structure consists of GBP145 million senior
secured notes, GBP18.5 million shareholder loans, and U.S.
dollar-denominated debt connected to the purchase of Soho Beach
House Miami property in March 2014.  The U.S. dollar-denominated
debt comprises a US$55 million secured loan, a $12 million
mezzanine facility, and about $15 million of preferred shares.
Soho House generates about a third of its revenues in U.S.
dollars, which in S&P's opinion mitigates some of the currency
risk of the U.S. dollar-denominated debt.

S&P forecasts that Soho House's capital expenditure (capex) will
overshadow its cash generation because the group is investing
heavily as part of its ambitious growth strategy.

S&P's assessment of Soho House's "fair" business risk profile
reflects S&P's view that Soho House is a small player in the
wider restaurants and leisure sector, considering the level of
revenue and EBITDA.  Soho House operates private members clubs,
restaurants, and hotels in major metropolitan cities where
customers have a high propensity to spend, such as London, New
York, Los Angeles, and Miami.  Soho House also benefits from its
exclusive brand and it has a strong membership base, with a long
waiting list.  This provides the group with the flexibility to
improve cash flow generation through raising membership fees.

Soho House plans to open many new sites, including in London,
Oxfordshire, New York, Barcelona, and Amsterdam.  Although new
openings will support its strong EBITDA growth, it entails a
certain degree of execution risk.  S&P sees a risk that Soho
House's ambitious expansion may not fully translate into growing
profits if the new clubs fail to attract additional members and
spending.  In addition to high capex, the new site openings will
also increase the group's administrative burden and could weaken
its profitability.

Nevertheless, the group's good record in opening new clubs is
satisfactory and newly opened clubs (such as in Chicago and
Istanbul) will continue to mature over time, supporting EBITDA.
S&P also expects Soho House to pass on moderate commodity
inflation to its customers to maintain its profitability, which
S&P considers average.

S&P's base case assumes:

   -- Around 26% revenue growth in 2015 and 20% in 2016,
      reflecting an increase in the membership base on the back
      of several major new house openings in Istanbul, London,
      Oxfordshire, and New York City.

   -- Adjusted EBITDA margin of about 19% in 2015 and 2016,
      slightly improving on increasing efficiency and scale.

   -- High capex of GBP26 million in 2015.  This primarily funds
      new openings in the U.K., the U.S., Barcelona, and
      Amsterdam, as well as refurbishments and maintenance.  S&P
      expects capex will remain high at around GBP15 million-
      GBP25 million thereafter.

   -- Increasing operating lease obligations, in line with new
      store openings and divestment.  S&P understands that after
      Soho House sold 50% of its shareholding in the Pizza East,
      Chicken Shop, and Dirty Burger casual dining restaurant
      brands in March 2015, the group will be responsible for
      only 50% of the related noncancellable operating lease
      commitments.  The sales proceeds of its 50% stake in casual
      dining brands in March 2015 will be deployed for funding
      capex.

   -- Successful management of execution risk enabling Soho House
      to materialize EBITDA generation as planned.

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

   -- Adjusted debt to EBITDA will exceed 8x in 2015 but could
      improve to below 8x in 2016 as newly opened clubs continue
      to mature, contributing to higher profit.

   -- Unadjusted EBITDAR (EBITDA plus rent) to cash interest plus
      rent coverage (EBITDAR coverage) of about 1.2x in 2015 and
      2016.

   -- Negative reported FOCF in 2015 and 2016.

The negative outlook reflects S&P's view that Soho House's debt-
funded expansion strategy is likely to continue to result in high
leverage, accompanied by significant negative cash flow.

S&P could lower the ratings if management's growth plan does not
translate into profit growth, resulting in Soho House
experiencing difficulties in servicing its high debts.  S&P could
also lower the rating if EBITDAR coverage falls below 1.0x, FOCF
is persistently negative, or the liquidity position weakens.

In addition, S&P could lower its ratings if the group undertakes
any credit-dilutive debt-restructuring measures.  S&P would view
any such debt restructurings as tantamount to a default, under
its criteria.  As far as S&P knows, however, Soho House has no
such plans.

S&P could revise the outlook back to stable if EBITDAR coverage
rises to above 1.2x on a sustainable basis.  This could occur if
Soho House successfully implemented its growth strategy and
sustainably maintains sufficient cash and undrawn RCF for
supporting unexpected earnings and liquidity shortfall.


                            *********

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

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

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


                            *********


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

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

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

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