TCREUR_Public/150708.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Wednesday, July 8, 2015, Vol. 16, No. 133

                            Headlines

G E R M A N Y

HYPO ALPE-ADRIA: Austria Settles Legal Disputes with Bavaria


G R E E C E

GREECE: Fails to Present New Rescue Proposal; ELA Remains Frozen
GREECE: Referendum Tips Balance Further Towards Euro Exit


I R E L A N D

IRISH BANK: Liquidators & A1 Agree to Delay Quinn Asset Sale


I T A L Y

BANCO POPOLARE: Fitch Maintains Mortgage Covered Bonds on RWN


L U X E M B O U R G

THESEUS EUROPEAN: S&P Raises Rating on Class E Notes to 'BB'


N E T H E R L A N D S

CID FINANCE: S&P Affirms 'BB+' Rating on Series 43 Notes
GROSVENOR PLACE II: S&P Raises Rating on Class E Notes to B+


P O R T U G A L

ATLANTES SME 5: Moody's Assigns B1 Rating to EUR35.6MM Notes


R U S S I A

PETROCOMMERCE BANK: Moody's Raises Senior Debt Rating to 'Ba3'


S L O V E N I A

SLOVENIA: NKBM Bank Sale Hints at Sector Stabilization


S P A I N

SANTANDER TOTTA: Fitch Affirms 'bb+' Viability Rating
TDA EMPRESAS 1: Fitch Cuts Ratings on 2 Note Classes to 'BBsf'


T U R K E Y

ALLER PETFOOD: Turkish Unit Declares Bankruptcy


U K R A I N E

FERREXPO PLC: S&P Lowers LT Corporate Credit Rating to 'SD'


U N I T E D   K I N G D O M

LOTUS F1: Creditors' Winding-Up Petition Adjourned
SANDWELL 1: Fitch Affirms 'Csf' Rating on GBP5MM Class E Notes
SCOP SEAFRANCE: Administrators Reject DFDS Offer to Keep Staff


                            *********


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G E R M A N Y
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HYPO ALPE-ADRIA: Austria Settles Legal Disputes with Bavaria
------------------------------------------------------------
James Shotter at The Financial Times reports that Austria and
Bavaria have agreed a provisional deal that would finally settle
their array of legal disputes stemming from the collapse of the
Carinthian regional bank, Hypo Alpe Adria.

According to the FT, under the memorandum of understanding
hammered out by Hans Joerg Schelling, Austrian finance minister,
and his counterpart in the German state of Bavaria, Markus
Soeder, Austria would pay EUR1.23 billion to Bavaria.  All legal
cases relating to the dispute would also be dropped, the FT
notes.

BayernLB, the publicly owned Bavarian regional bank, bought a
majority stake in Hypo in 2007, before ceding control to Austria
when the bank had to be nationalized in 2009, the FT recounts.
Austria has since pumped more than EUR5.5 billion into the
stricken lender, whose remaining assets are being wound down by
the so-called "bad bank" Heta Asset Resolution, the FT relays.

"With this deal, we can avoid years of expensive legal
proceedings with extremely uncertain outcomes, and at the same
time, bring about a normalization of relations with our
neighbor," the FT quotes Mr. Schelling as saying.

"Heta is a rucksack full of unsolved political problems.  The key
thing for me . . . is to minimize the damage in what has been a
dark chapter for Austrian taxpayers."

                      About Hypo Alpe-Adria

Hypo Alpe-Adria International AG is a subsidiary of BayernLB.  It
is active in banking and leasing.  In banking, HGAA serves both
corporate and retail customers and offers services ranging from
traditional lending through savings and deposits to complex
investment products and asset management services.

Hypo Alpe received EUR1.75 billion in aid in emergency
capital from the Austrian government.  European Union Competition
Commissioner Joaquin Almunia said in March 2013 that Hypo Alpe
faced possible closure for failing to adequately restructure.
The European Commission approved Hypo's recapitalization in
December 2013, but made it conditional on the management
presenting a thorough plan to overhaul the group.  The Austrian
finance ministry, which effectively runs Hypo Alpe, submitted a
restructuring plan to the Commission on Feb. 5, 2013.  On Sept.
3, 2013, the Commission cleared Hypo Alpe's restructuring plan,
which includes the sale of the bank's Austrian unit and Balkans
banking network and the winding-down of non-viable parts.  It
also approved additional aid to wind down the bank.

As reported in the Troubled Company Reporter-Europe on Nov. 3,
2014, The Wall Street Journal said Austria's nationalized lender
Hypo Alpe-Adria-Bank International AG said on Oct. 30 it has
split itself between a wind-down unit, called Heta Asset
Resolution GmbH, and its southeastern European network of banks.

The split is part of the lender's restructuring plan approved by
the European Commission, the Journal disclosed.  According to the
Journal, under the plan, the Austrian government -- Hypo Alpe-
Adria's current owner -- must sell off all of the bank's assets
or transfer them into a wind-down unit by mid-2015.



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G R E E C E
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GREECE: Fails to Present New Rescue Proposal; ELA Remains Frozen
----------------------------------------------------------------
Peter Spiegel at The Financial Times reports that Greece's
attempt to salvage its place in the eurozone got off a rocky
start when its finance minister arrived at a meeting of
counterparts without a fresh rescue proposal.

Athens has been given a final chance to present a new reform plan
to its eurozone partners -- even though their willingness to
accommodate it has all but evaporated following Greece's emphatic
rejection of previous bailout terms in the July 5 referendum, the
FT discloses.

But Greece's new finance minister Euclid Tsakalotos turned up
with no written proposal, the FT relays.  Instead, he outlined
verbally what a Greek official said was the same plan Athens
submitted to its creditors on June 30, the FT notes.

Greece's June 30 letter accepted many of the creditors' demands,
but watered down some of the value added tax and pension reforms
to the tune of "hundreds of millions of euros", the FT states.

According to the FT, officials said the lack of a new plan
shocked the assembled finance ministers and angered several.
Their meeting was supposed to set the parameters of a make-or-
break summit of eurozone leaders on July 7.

                          Euro Exit

The European Commission and the French government struck a more
emollient note, saying they would work hard to prevent Greece's
exit from the single currency, the FT relates.

According to the FT, Pierre Moscovici, EU economy commissioner,
said Brussels had "some technical solutions" to solve the stand-
off between Greece and its creditors but that "trust is to be
rebuilt".

However, several officials said it was unlikely that ministers
would be able to commit to any deal and only the bloc's leaders
had the authority to broker the difficult political compromises
required to prevent Greece's exit, the FT notes.

Much will hinge on how far Angela Merkel, German chancellor, is
prepared to bend to keep Greece in the euro and whether Greek
Prime Minister Alexis Tsipras can persuade his counterparts he
can be trusted to implement any deal, the FT says.

Many officials involved in the talks said there was little
willingness to concede on any front, and warned there was not a
clear path towards a deal that could avoid a messy default when a
EUR3.5 billion bond owed to the European Central Bank comes due
in two weeks, the FT discloses.

                     ECB Tightens Noose

Meanwhile, The Telegraph's Ambrose Evans-Pritchard and Mehreen
Khan report that The European Central Bank has tightened
liquidity conditions for the Greek banking system following the
landslide victory for the Leftist government in the July 5
referendum.

The central bank continued its freeze on emergency liquidity
assistance (ELA) after Germany issued a humiliating ultimatum to
Greece, warning that the country would be cast adrift and left to
go bankrupt unless it agreed to much deeper concessions than
anything offered so far.

Sigmar Gabriel, the German vice-chancellor, said the landslide
rejection of EU austerity demands in the Greek referendum changed
nothing, demanding that the Left-wing Syriza government must
accept further belt-tightening without any prospect of debt
relief if it wishes to remain in the eurozone, The Telegraph
relays.

Late on July, the ECB decided to maintain its liquidity freeze on
the banking system, The Telegraph relates.  But in a highly
contentious move, opted to tighten the collateral rules it
imposes on lenders to access the lifeline, intensifying the
squeeze on the cash-starved banks, which are set to remain closed
for another two days, The Telegraph discloses.

The ECB, as cited by The Telegraph, said the move was based on
the deteriorating quality of the bank collateral, most of which
is made up of Greek government bonds.

The ECB did not specify the level of haircut it had now imposed,
The Telegraph notes.

According to The Telegraph, Greece's four big banks are
effectively out of cash, though some ATMs are still allowing
Greek savers to extract the maximum EUR60 (GBP42) a day.
.

GREECE: Referendum Tips Balance Further Towards Euro Exit
---------------------------------------------------------
The "No" vote in Greece's referendum on July 5 dramatically
increases the risk of a slide towards a disorderly Greek exit
from the eurozone, Fitch Ratings says. An agreement between
Greece and its official creditors remains possible, but time is
short and the risk of policy missteps, or that the two sides
simply cannot agree a deal, is high.

The resignation of Finance Minister Yannis Varoufakis signals the
Greek government's desire to re-engage with its official
creditors, from whom stronger commitments on debt relief may be
forthcoming following the expiry of the EFSF program last week.
But assuming they return to the negotiating table, the creditors
are unlikely to make large concessions on policy conditionality
up front. Their proposals may still be unacceptable to a Greek
government emboldened by the referendum outcome.

The lack of progress and loss of trust so far this year mean we
think it will be a difficult to strike even a limited deal before
July 20, when EUR3.5 billion of bonds held by the Eurosystem fall
due. Solvency at Greek banks is very weak, with estimated
combined group non-performing exposures for the four banks rated
by Fitch above 40% at end-1Q15. These are likely to have
deteriorated further since, making recapitalization a more
pressing priority.

Solvency concerns may also make it difficult for the ECB to
justify an increase in Emergency Liquidity Assistance (ELA),
which has not been increased since 28 June, although it may
identify an interim way of providing Greek banks with additional
liquidity while negotiations continue.

Without new funding, Greek banks may have to reduce the minimum
daily deposit withdrawals below the EUR60 permitted under current
capital controls.

A missed payment to the ECB would therefore be a major event,
primarily due to the possible reaction of the ECB's Governing
Council, which may conclude that it cannot provide further ELA
funding for Greek banks. Further tightening of bank liquidity by
the ECB would be likely to push the banks into resolution and
would make salvaging any potential deal extremely difficult.
Missing the July 20 payment would not of itself trigger an 'RD'
rating, as our 'CC' sovereign rating reflects the risk that
Greece will not honor private debt obligations. Upcoming
repayments to the private sector include Treasury Bills maturing
this week and next, and a JPY11.67 billion (EUR85 million) bond
maturing on July 14.

There are no formal provisions for leaving the eurozone, so a
Greek exit would consist of a series of ad hoc measures. For
example, the Greek government may have to issue IOUs rather than
paying pensions and wages, effectively creating a parallel
currency ('scrip'). An unplanned, reactive process could not be
'orderly' and would inflict severe damage on Greece's economy.

But the risk that a Greek exit would trigger a systemic crisis in
the eurozone has fallen in the last three years. The fiscal and
current account positions, growth performance, and banking
systems of other peripheral member states have improved, and the
bloc has developed support mechanisms. Eurozone banks have
reduced their Greek exposures, and bond market contagion has so
far been limited.

Nevertheless, a Greek exit would cause financial market
volatility and dent economic confidence. It would increase the
risk of future economic and financial crises, creating fears of
another euro exit, with the attendant risks of higher sovereign
borrowing costs and bank deposit withdrawals. This consideration
may prompt a further acceleration in the eurozone authorities'
continuing policy response to the eurozone sovereign debt crisis,
as happened in 2012, if Greece does leave.



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I R E L A N D
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IRISH BANK: Liquidators & A1 Agree to Delay Quinn Asset Sale
------------------------------------------------------------
Colm Kelpie at Irish Independent reports that IBRC special
liquidators and Russian asset recovery firm A1 have agreed to
delay the sale of key former Quinn family assets in Russia and
Ukraine until the economic situation there improves.

The special liquidators said assets secured by the Irish State
include a skyscraper in Moscow, a shopping centre and a logistics
park, Irish Independent relates.

But their value has fallen by an estimated US$80 million over the
last two years as a result of the political crisis that has
engulfed both Russia and the Ukraine, according to IBRC's special
liquidators, Irish Independent notes.

A revised deal has been drawn up between A1 and the special
liquidators which involves holding on to the assets for longer,
Irish Independent relays.

IBRC formed the joint venture with A1 in February 2013 to recoup
key property assets in Russia and the Ukraine linked to Sean
Quinn, Irish Independent recounts.  Mr. Quinn, once the country's
richest man, was one of biggest foreign investors in Russian
commercial property during the Celtic Tiger years before he went
bankrupt in January 2012, Irish Independent states.

IBRC special liquidator Kieran Wallace, as cited by Irish
Independent, said the joint venture approach has worked well.

"The revision of the joint venture agreement with A1 makes
commercial sense at this juncture as it is in the best interests
of the State that these assets are not sold now at seriously
depressed prices," Irish Independent quotes Mr. Wallace as
saying.

"We will continue to benefit from the income generated from the
secured assets and to work hard to recover more assets which are
the legitimate property of the Irish State."

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.

                       About Anglo Irish

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

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

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

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



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I T A L Y
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BANCO POPOLARE: Fitch Maintains Mortgage Covered Bonds on RWN
-------------------------------------------------------------
Fitch Ratings is maintaining Banco Popolare's (BP, BB/Stable/B)
EUR8.45 billion mortgage covered bonds (Obbligazioni Bancarie
Garantite, OBG) -- rated 'BBB+' -- on Rating Watch Negative
(RWN). The rating action reflects proposed amendments, among
others, to the definition of eligible institution contained in
the program documentation.

The rating action follows the Representative of Bondholders'
(RoB) decision to convene an extraordinary meeting of bondholders
to give consent to such amendments, which will allow BP to
continue to act as account bank for the program, or to discuss
the actions to be undertaken by the RoB.

The 'BBB+' covered bonds rating was originally placed on RWN on
May 22, 2015, following the downgrade of BP's Issuer Default
Rating (IDR) to 'BB' from 'BBB', to reflect the downgrade risk in
the absence of actions to remedy the ineligibility of the account
bank (Banco Popolare, London branch).

Fitch understands from BP that the proposed changes are
contingent on investors' approval. Based on the RoB notice, the
initial meeting will be held on July 29, 2015 and adjourned, if
necessary, to a new date no earlier than 14 days and no later
than 42 days after the original date of the meeting. Fitch will
resolve the RWN upon conclusion of the process and, in any case,
no later than six months after it was first placed on RWN.

KEY RATING DRIVERS

The RWN now takes into account the request of consent submitted
to covered bonds holders. If the amendment to the definition of
eligible institution is approved, the rating of BP as account
bank would limit the covered bonds rating at the 'BB' rating
category. The covered bonds rating would be floored at 'BB+',
which is equivalent to BP's IDR of 'BB' as adjusted by the IDR
uplift of one. If the covered bonds holders choose not to give
consent to this proposed amendment, Fitch understands from the
notice that the RoB will act in accordance with bondholders'
instructions to put in place remedies.

The other proposed amendments, if passed, would lead Fitch to re-
assess the alternative management and the asset segregation
components of the Discontinuity Cap (D-Cap) assigned to the
program. However, they are unlikely to affect the covered bonds'
rating, which is constrained by the enhancement provided through
the program's asset percentage (AP). The further proposed
amendments include a change of trigger for the back-up servicer
appointment, for the repayment of the subordinated loan, together
with the trigger for delivering certain solvency certificates.

The current 'BBB+' rating of the OBG is based on BP's IDR of
'BB', an unchanged IDR uplift of 1, an unchanged D-Cap of 2 and
the 80.7% AP the issuer undertakes to apply in the quarterly test
performance report, which provides more protection than the
unchanged 93% 'BBB+' breakeven AP.

RATING SENSITIVITIES

The rating of the covered bonds is subject to the outcome of
bondholders meeting: if Banco Popolare continues to act as
account bank, the rating of the covered bonds is likely to be
downgraded to 'BB+', in line with Fitch's counterparty criteria.

The 'BBB+' rating is likely to be affirmed if the account bank is
replaced by a bank rated at least 'BBB-'.

The Fitch breakeven asset percentage for the covered bond rating
will be affected, amongst others, by the profile of the cover
assets relative to outstanding covered bonds, which can change
over time, even in the absence of new issuance. Therefore the
breakeven asset percentage to maintain the covered bond rating
cannot be assumed to remain stable over time.



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L U X E M B O U R G
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THESEUS EUROPEAN: S&P Raises Rating on Class E Notes to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Theseus European CLO S.A.'s class B, C, D, and E notes.  At the
same time, S&P has affirmed its ratings on the class A1, A2A, and
A2B notes.

The rating actions follow S&P's review of the transaction's
performance.  S&P performed a credit and cash flow analysis and
assessed the support that each participant provides to the
transaction by applying S&P's current counterparty criteria.  In
S&P's analysis, it used data from the latest available trustee
report dated April 27, 2015.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In S&P's analysis, it used the
reported portfolio balance that it considered to be performing
(EUR115.4 million), the weighted-average spread (3.79%), and the
weighted-average recovery rates for the performing portfolio.
S&P applied various cash flow stress scenarios, using its
standard default patterns in conjunction with different interest
stress scenarios for each liability rating category.  The
exposure to obligors based in countries rated below 'A-' is less
than 10% of the aggregate collateral balance.  S&P has therefore
not applied any additional stresses in accordance with its non-
sovereign ratings criteria.

From S&P's analysis, it has observed that the available credit
enhancement has increased for all of the rated classes of notes,
due to the deleveraging of the senior notes after the end of the
reinvestment period in August 2012.  The class A notes have paid
down by EUR61.2 million since our previous review.

S&P's analysis indicates that the available credit enhancement
for the class A1, A2A, and A2B notes is commensurate with their
currently assigned ratings.  S&P has therefore affirmed its
ratings on the class A1, A2A, and A2B notes.

At the same time, S&P's credit and cash flow results show that
the available credit enhancement for the class B, C, D, and E
notes is now commensurate with higher ratings than those
currently assigned.  Therefore, S&P has raised its ratings on the
class B, C, D, and E notes.

Theseus European CLO is a cash flow collateralized loan
obligation (CLO) transaction that securitizes loans granted to
primarily European speculative-grade corporate firms.  INVESCO
Senior Secured Management Inc. manages the transaction.  The
transaction closed in August 2006 and entered its amortization
period in August 2012.

RATINGS LIST

Class                Rating
             To                From

Theseus European CLO S.A.
EUR331 Million Senior Secured and Deferrable Floating-Rate Notes

Ratings Raised

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

Ratings Affirmed

A1           AAA (sf)
A2A          AAA (sf)
A2B          AAA (sf)



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N E T H E R L A N D S
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CID FINANCE: S&P Affirms 'BB+' Rating on Series 43 Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed from
CreditWatch negative its 'BB+' credit rating on CID Finance
B.V.'s series 43 credit-linked secured limited recourse notes.

This transaction is a credit-linked note, linked to the
performance of CaixaBank S.A.'s subordinated debt rated 'BB+'.
On the issue date, CID Finance entered into a credit default swap
and an interest rate swap agreement with Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA; BBB/Stable/A-2).  Under the credit
default swap, CID Finance agreed to sell protection on
CaixaBank's subordinated debt.  Under the interest rate swap,
BBVA pays to CID Finance the quarterly coupon due on the notes.
BBVA will repay the principal amount due on the notes on Sept.
20, 2015.

As such, S&P's rating on the credit-linked notes reflects the
credit risk associated with:

   -- BBVA as the swap counterparty; and
   -- CaixaBank's subordinated debt rating as reference
      obligation under the credit default swap.

The affirmation and removal from CreditWatch negative follows
S&P's recent rating actions on the reference obligation

Under S&P's repack criteria, it would generally reflect changes
to the rating on the collateral or reference obligation in S&P's
rating on the tranche.  S&P has therefore affirmed and removed
from CreditWatch negative its 'BB+' rating on CID Finance's
series 43 notes.

RATINGS LIST

Class                Rating

             To                From

CID Finance B.V.
EUR9 Million Credit-Linked Secured Limited Recourse Notes\
Series 43

Rating Affirmed and Removed From CreditWatch Negative

             BB+               BB+/Watch Neg


GROSVENOR PLACE II: S&P Raises Rating on Class E Notes to B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Grosvenor Place CLO II B.V.'s class B, C, D, and E notes.

The upgrades follow S&P's review of the transaction's
performance. S&P performed a credit and cash flow analysis and
assessed the support that each participant provides to the
transaction by applying its current counterparty criteria.  In
S&P's analysis, it used data from the latest available trustee
report dated April 30, 2015.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In S&P's analysis, it used the
reported portfolio balance that it considered to be performing
(EUR94.1 million), the weighted-average spread (4.41%), and the
weighted-average recovery rates for the performing portfolio.
S&P applied various cash flow stress scenarios, using its
standard default patterns in conjunction with different interest
stress scenarios for each liability rating category.  The
exposure to obligors based in countries rated below 'A-' is
greater than 10% of the aggregate collateral balance (18.9%).
Therefore, S&P has also applied additional stresses in accordance
with its nonsovereign ratings criteria.

S&P's review of the transaction highlights that the class A and B
notes have been paid down by EUR159.6 million since S&P's
previous review.  This has increased the available credit
enhancement for all of the rated classes of notes.

S&P's analysis indicates that the available credit enhancement
for the class B, C, D, and E notes is now commensurate with
higher ratings than those currently assigned.  Therefore, S&P has
raised its ratings on all of these classes of notes.  S&P's
largest obligor test constrains our ratings on the class C, D,
and E notes.

Grosvenor Place CLO II is a cash flow collateralized loan
obligation (CLO) transaction that securitizes loans granted to
primarily European speculative-grade corporate firms.  CQS
Investment Management manages the transaction.  The transaction
closed in January 2007 and entered its amortization period in
March 2013.

RATINGS LIST

Class                Rating
             To                From

Grosvenor Place CLO II B.V.
EUR412.875 Million, GBP24.3 Million Floating And Fixed-Rate Notes

Ratings Raised

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



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P O R T U G A L
===============


ATLANTES SME 5: Moody's Assigns B1 Rating to EUR35.6MM Notes
------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to the Atlantes SME No. 5 asset-backed notes issued by GAMMA -
Sociedade de Titularizacao de Creditos, S.A./ Atlantes SME No. 5:

  EUR440 mil. Class A Asset Backed Floating Rate Notes due 2044,
   Definitive Rating Assigned A3 (sf)

  EUR35.6 mil. Class B Asset Backed Floating Rate Notes due 2044,
   Definitive Rating Assigned B1 (sf)

EUR164.4 mil. Class C Asset Backed Floating Rate Notes due 2044;
EUR172.8 mil. Class D Securitisation Notes due 2044; and EUR33.2
mil. Class S Securitisation Notes due 2044 were not rated by
Moody's.

Atlantes SME No.5 is a cash securitization of secured and
unsecured loans, as well as short term credit facilities to
micro, small and medium-sized enterprises (SME) domiciled in
Portugal extended by BANIF -- Banco Internacional do Funchal,
S.A. ("BANIF", Caa2/NP).  BANIF will service the securitized
portfolio, and a back up servicer (Whitestar Asset Solutions,
S.A., NR) will be appointed at closing ready to step in as needed
upon a servicer termination event.  The EUR800 million portfolio
is made up of terms loans as well as credit facilities, whereas
some credit facilities have not been drawn to their limit.  At
closing the notes proceeds will only finance the drawn amount,
but over the first year of the transaction BANIF will be able to
sell further advances on the credit facilities, with the issuer
funding such purchases either with portfolio collections or
subordinated notes issuance.  In case there are no additional
advances on the current accounts, the issuer will apply the
portfolio collections to amortize down the notes.

RATINGS RATIONALE

According to Moody's the ratings take into account, among other
factors, (i) a loan-by-loan evaluation of the underlying
portfolio, also complemented by the historical performance
information as provided by the originator; (ii) the structural
features of the transaction, including an amortizing cash reserve
(1.6% of the initial portfolio amount) designed to provide
liquidity and credit support over the life of the transaction
first to the Class A notes and, upon redemption of these senior
notes, to the Class B notes; and (iii) the sound legal structure
of the transaction.

Moody's notes that the transaction benefits from a series of
credit strengths, such as (i) the appointment of a back up
servicer at closing which has conducted a review of BANIF's
operations in order to be ready to step in as and when needed;
(ii) the presence of a third party highly rated account bank
where the issuer accounts sit.  Moody's notes that the
transaction also features a number of credit weaknesses, such as:
(i) the originator will be able to sell additional advances drawn
under the credit facilities and to renew securitized credit
facilities. Furthermore BANIF has retained the option to replace
loans whose terms and conditions it wants to renegotiate with the
customer or loans for which there has been a breach of a
representation.  Such substitutions may affect 30% of the pool;
(ii) exposure to set-off risk; (iii) the lack of a hedging
mechanism to mitigate the base rate mismatch risk on the floating
portion of the portfolio and the fixed-floating mismatch on the
fixed portion of the portfolio. These characteristics, amongst
others, were considered in Moody's analysis and ratings.

As of the cut off date (April 30, 2015), the portfolio principal
balance amounted to EUR800 million.  The portfolio is composed of
8,523 contracts granted to 8,085 borrowers, mainly micro, small
and medium-sized companies.  The portfolio presents some borrower
concentration, with the top borrower being 2.4% of the pool (top
borrower group 2.7%) and the top ten borrowers being 18.4% (top
ten borrower groups 19%).  The portfolios' weighted average
seasoning is 5 years and the weighted average remaining term
equals approximately 4 years.  The interest rate is floating for
86% of the pool, the balance being made up of fixed rate loans.

In its quantitative assessment, in view of the number of assets
and the size of the largest exposures in the portfolio, Moody's
derived the portfolio default distribution through a two-factor
Monte-Carlo approach using CDOROM tool.  The rating agency
derived the default distribution, namely the mean default
probability and its related standard deviation, via the analysis
of: (i) the characteristics of the loan-by-loan portfolio
information and the historical vintage data; (ii) the potential
fluctuations in the macroeconomic environment during the lifetime
of this transaction; (iii) the portfolio concentrations in terms
of industry sectors and single obligors.  Moody's assumed the
cumulative default probability of the portfolio to be 31.7%
(equivalent to a Moody's Caa1 proxy rating for an average life of
approximately 3.3 years) with a coefficient of variation (i.e.
the ratio of standard deviation over mean default rate) of around
23.6%.  The rating agency has assumed stochastic recoveries with
a mean recovery rate of 30%, a standard deviation of 20%.  In
addition, Moody's has assumed prepayments to be around 7.5% per
year.

Furthermore, Moody's has considered: (i) the amortization vector
based on the assumptions that the majority of the credit
facilities were renewed; and (ii) a stressed yield vector of the
portfolio, accounting for 100% of the portfolio being un-hedged.

The main sources of uncertainty in the analysis relates to the
concentration of borrowers in the more vulnerable construction &
buildings sector and the potential deterioration in the portfolio
credit quality due to the addition of substituted loans,
additional advances under the credit facilities as well as
renewal of securitized credit facility.

Moody's also tested other sets of assumptions under its Parameter
Sensitivities analysis.  The results show that the model output
for the Class A notes would have been Baa2 if the recovery rate
assumption were to decrease to 20% and the prepayment assumption
were to increase to 9.5%, all other parameters being kept
unchanged.

For rating this transaction, Moody's used the following models:
(i) ABSROM to model the cash flows and determine the loss for
each tranche and (ii) CDOROM to derive the default definition
applicable to this transaction.

More specifically, Moody's ABSROM cash flow model evaluates all
default scenarios that are then weighted considering the
probabilities of such default scenarios as defined by the
transaction-specific default distribution.  On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution.  In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders.  Therefore,
the expected loss for each tranche is the sum product of (i) the
probability of occurrence of each default scenario; and (ii) the
loss derived from the cash flow model in each default scenario
for each tranche.  As such, Moody's analysis encompasses the
assessment of stressed scenarios.

Moody's used CDOROM to derive the default distribution for this
transaction.  The Moody's CDOROM model is a Monte Carlo
simulation which takes borrower specific Moody's default
probabilities as input.  Each borrower reference entity is
modeled individually with a standard multi-factor model
incorporating intra- and inter-industry correlation.  The
correlation structure is based on a Gaussian copula.  In each
Monte Carlo scenario, defaults are simulated.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the Notes by the legal final
maturity.  Moody's ratings address only the credit risk
associated with the transaction, Other non-credit risks have not
been addressed but may have a significant effect on yield to
investors.

Factors that would lead to an upgrade or downgrade of the rating:
Factors or circumstances that could lead to a downgrade of the
rating affected by the action would be (1) the worse-than-
expected performance of the underlying collateral; (2)
deterioration in the credit quality of the counterparties; and
(3) an increase in Portugal's sovereign risk.

Factors or circumstances that could lead to an upgrade of the
ratings affected by the action would be a marked improvement in
BANIF credit profile.



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


PETROCOMMERCE BANK: Moody's Raises Senior Debt Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has withdrawn the B2/Not- Prime deposit
ratings, b2 baseline credit assessment, b2 adjusted baseline
credit assessment and B1(cr)/Not- Prime(cr) Counterparty Risk
Assessments of Petrocommerce Bank (OJSC), based in Russia (Ba1
negative).  Concurrently, the local-currency senior unsecured
debt rating was upgraded to Ba3, negative.

RATINGS RATIONALE

This action follows Petrocommerce Bank's reorganization and
merger with Bank Otkritie Financial Corporation PJSC
(deposits/senior unsecured Ba3 negative, BCA b1).

Following the merger, all the liabilities of Petrocommerce Bank
have been transferred to Bank Otkritie Financial Corporation,
including the ruble bonds due 2015 that are now rated Ba3 by
Moody's in line with the senior unsecured debt rating of Bank
Otkritie Financial Corporation.

Petrocommerce Bank reported -- as at year-end 2014 -- total IFRS
(audited) assets of US$4.8 billion and total equity of US$539
million. The bank's net loss amounted to US$104 million for 2014
(latest available audited figures).



===============
S L O V E N I A
===============


SLOVENIA: NKBM Bank Sale Hints at Sector Stabilization
------------------------------------------------------
The agreement to sell Nova Kreditna Banka Maribor (NKBM), reached
last week, provides a small indication that stability is
gradually returning to Slovenia's troubled banking sector, says
Fitch Ratings. But the low sale price, reported in the press to
be 40% of book value, highlights the bank's weak profile, weighed
down by a very high level of impaired loans, many of which could
still require additional provisioning.

NKBM, the country's second largest bank, is the first of three
banks bailed out by the state in December 2013 to be sold to the
private sector. Appetite for investing in Slovenian banks is low.
To date, the only bidders to have emerged are private equity
funds, which generally adopt higher-risk investment strategies.

Apollo Global Asset Management, a US-based private equity fund,
will acquire 80% of NKBM; the EBRD will take up the remaining
20%. NKBM has an 11.5% market share in Slovenia. Apollo stated
that its objective is to complete restructuring of the bank.
Fitch said, "In our opinion, this is likely to take several years
because NKBM still has substantial exposure to highly indebted
companies. Impaired loans represented 42% of total loans at end-
March 2015, around 60% reserved."

NKBM's privatization is unlikely to have an immediate impact on
the bank's ratings as, in Fitch's view, external support from an
investment fund usually cannot be relied on. But accelerated
progress in problem loan recoveries, improved performance and
maintenance of solid capital ratios could result in positive
rating actions.

Slovenia's economy returned to growth in 2013. Fitch forecasts
GDP growth of around 2% for each of 2015 and 2016 and expects
bank credit to the private sector to stabilize gradually from
2015.

Efforts to restructure and clean up bank balance sheets continue;
these are all the more important if the state is to reduce its
stake in the banking sector (60% at end-2014). The state is
planning the sale of another Slovenian bank, Abanka Vipa,
following its merger with Banka Celje, set for Q415. The state
also made a commitment to the European Commission to sell 75% of
the largest bank, Nova Ljubljanska Banka.



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


SANTANDER TOTTA: Fitch Affirms 'bb+' Viability Rating
-----------------------------------------------------
Fitch Ratings has affirmed Santander Totta, SGPS, S.A.'s and
Banco Santander Totta, S.A.'s (BST) Long-term Issuer Default
Ratings (IDRs) at 'BBB', Short-term IDR at 'F2' Viability Rating
at 'bb+' and Support Rating at '2'. The Outlook is Positive.

KEY RATING DRIVERS

IDRs, SENIOR DEBT AND SUPPORT RATING

The IDRs of Santander Totta and its fully owned bank subsidiary,
BST, reflect a high probability of support from its Spanish
parent bank, Banco Santander, S.A. (Santander; A-/Stable), in
case of need. Fitch believes that Santander Totta's activities in
Portugal are strategically important to the Spanish banking
group.

Santander Totta's and BST's Long-term IDRs are capped at two
notches above that of the Portuguese sovereign (BB+/Positive), in
accordance with Fitch's criteria.

In a higher sovereign rating environment, these would be notched
down once from the parent's IDR, reflecting common branding,
strong synergies and integration with the parent, and a wide
range of shared risk management and operational policies and
procedures.

Santander Totta is a Portuguese holding company, wholly owned by
Santander. BST is it main operating subsidiary in Portugal. The
ratings of Santander Totta and BST are equalized because the two
are regulated as a consolidated entity in Portugal, the bank is
wholly owned by the holding company and the holding company has
no outstanding debt.

The Positive Outlook reflects that of the sovereign and that
their ratings are currently capped.

Available support from the parent is reflected in the higher of
the two possible Short-term IDRs for banks with a Long-term IDR
of 'BBB'.

VR

Santander Totta's VR reflects the company's robust capital and
asset quality indicators, which are better than peers'. It also
takes into account the improving domestic economy, which is
supporting profitability.

Santander Totta's capital ratios have been supported by internal
capital generation, declining risk-weighted assets and higher
revaluation reserves. At end-2014, Fitch core capital
(FCC)/weighted risks ratio was robust at 16.8%. Capital has a
high influence on and is supportive of Santander Totta's VR. At
end-1Q15, Santander Totta reported a CET1 ratio of 15.2% (1Q14:
14.5%) and its CET1 fully loaded was 15.4%.

Also unreserved credit at risk (CaR) loans-to-FCC was less than
15%, which is considered low. Santander Totta's CaR ratio was
5.7% at end-1Q15, which was lower than system average and loan
loss reserves were ample at 78% of CaR loans. Moreover,
foreclosed assets are comparatively modest. Asset quality is
supported by a large share of residential mortgages and lower
exposure to troubled sectors, benefiting from the sound risk
management and risk-taking approach of the Santander group.
Sustained economic recovery should further support asset quality
indicators.

Santander Totta reported positive net income throughout the
crisis, due to sound fee income generation, strong cost
efficiency, a higher proportion of ECB funding and, as with many
peers, capital gains from the sale of sovereign debt securities.
Fitch believes the bank's profitability has scope to improve,
though only just moderately, as the improving economy supports
business volumes and eases pressure on loan impairment charges.
Continued reduction of deposit costs should also be beneficial.

The bank continued to improve its funding and liquidity profile,
supported by a slight reduction of its loan book and higher
deposits. Its regulatory net loans/deposits ratio improved to
117% at end-1Q15 from 130% at end-1Q14. Santander Totta has a
higher proportion of funding from the ECB's liquidity facility,
representing EUR3.8 billion at end-1Q15 or almost 9% of assets,
but it also maintains a large portfolio of discountable assets
(EUR5 billion, net of haircut at end-1Q15).

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

BST's preference shares are capped at the level assigned to
equivalent securities issued by the parent. In Fitch's view
support from the parent mitigates the non-performance risk of the
instruments. Therefore, the agency would only notch down the
rating of the preference shares twice for loss severity from the
subsidiary's IDR if the cap was not applied.

RATING SENSITIVITIES

IDRS, SENIOR DEBT and SUPPORT RATING

At the current levels, the IDRs of Santander Totta and BST are
sensitive to a change of the sovereign rating. The IDRs and the
SR are also sensitive to a change in Fitch's assumptions around
Santander's propensity or ability to support its Portuguese
subsidiary.

VR

Santander's VR would benefit from an improving operating
environment. This in turn will support higher business volumes,
benefiting asset quality and profitability. Santander Totta's VR
would also benefit from a continued improving funding profile,
with a reduced reliance on central bank borrowing.

A downgrade would primarily come from a marked deterioration of
asset quality.

The bank's VR is also sensitive to the conclusion of the sale
process of NovoBanco and potential impact on its risk profile and
capitalization, if any.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

BST's preference shares are sensitive to a change in Santander's
IDR.

The rating actions are as follows:

Santander Totta:

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

BST:

Long-term IDR affirmed at 'BBB', Outlook Positive
Short-term IDR affirmed at 'F2'
Viability Rating affirmed at 'bb+'
Support Rating affirmed at '2'
Senior unsecured debt affirmed at 'BBB'
Commercial paper affirmed at 'F2'
Preference shares affirmed at 'BB'


TDA EMPRESAS 1: Fitch Cuts Ratings on 2 Note Classes to 'BBsf'
--------------------------------------------------------------
Fitch Ratings has downgraded TDA Nostra Empresas 1 and 2 FTA's
junior and mezzanine notes and affirmed the remaining notes as
follows:

TDA SA Nostra Empresas 1 (TDA Empresas 1)

EUR6.2 million Series A (ISIN: ES0377969003): affirmed at 'Asf',
Outlook Stable

EUR12.0 million Series B (ISIN: ES0377969011): affirmed at
'Asf'; Outlook Negative

EUR6.7 million Series C (ISIN:ES0377969029): downgraded to
'BBsf' from 'BB+sf'; Outlook Stable

EUR6.6 million Series D (ISIN: ES0377969037): downgraded to
'BBsf' from 'BB+sf'; Outlook Stable

EUR3.0 million Series E (ISIN: ES0377969045): downgraded to
'BBsf' from 'BB+sf'; Outlook Stable

TDA SA Nostra Empresas 2 (TDA Empresas 2)

EUR12.0 million Series A (ISIN: ES0377957008): affirmed at
'Asf'; Outlook Stable

EUR33.7 million Series B (ISIN: ES0377957016): affirmed at
'Asf'; Outlook Stable

EUR31.9 million Series C (ISIN: ES0377957032): downgraded to
'BBsf' from 'BB+sf'; Outlook Stable

EUR9.7 million Series D (ISIN: ES0377957024): downgraded to
'BBsf' from 'BB+sf'; Outlook Stable

KEY RATING DRIVERS

The downgrade of TDA Empresas 1's class C, D and E notes and TDA
Empresas 2's class C and D notes reflect the downgrade of Banco
Mare Nostrum (BMN; BB/Stable/B) in May 2015. BMN is servicer and
the reserve fund account bank for both transactions and is an
ineligible counterparty in accordance with Fitch's criteria. The
notes' credit enhancement is partially or fully provided by the
reserve fund held at BMN. This material exposure has been
addressed by capping the notes' ratings at BMN's rating.

The affirmation of the class A and B notes in both transactions
reflect the overall stable performance of the transaction over
the past year. Credit enhancement has increased as a result of
amortization over the past year and the notes' ratings could be
maintained even if the reserve fund is not being considered. TDA
Empresas 1 and 2's class A notes have amortized by EUR7.7 million
and EUR14.4 million, respectively, since the last review. Both
transactions are currently amortizing sequentially but could
switch to pro rata amortization should the reserve funds be
replenished. Both reserve funds are currently marginally
underfunded.

The rating of the class A and B notes are capped at 'Asf' to
address liquidity risks caused by potential servicer disruption
events.

Delinquencies and defaults remain at overall low levels. Current
defaults represent 0.03% and 2.5% of the outstanding balance of
TDA Empresas 1 and 2, respectively. Delinquencies over 90 days
are 1.05% and 0.91%, respectively.

The Negative Outlook on TDA Empresas 1's class B notes has been
maintained to reflect the transaction's increased risks due to
obligor concentration. The top obligor currently makes up 6.9% of
the outstanding balance and the top 10 obligors 49%.
Concentration is significantly lower for TDA Empresas 2 with the
largest obligor accounting for 3.2% and the 10 largest obligors
for 12.8%.

RATING SENSITIVITIES

The analysis included a stress test to analyze the ratings'
sensitivity to a change in the underlying assumptions. The first
stress simulated a 25% increase of the default probability and
did not imply any impact on the ratings. The second stress test
addressed a 25% reduction of recovery rates on the collateral and
did not indicate any impact on the ratings.

TDA Empresas 1's class C, D and E notes and TDA Empresas 2's
class C and D notes would be subject to rating action should
BMN's rating change.

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.



===========
T U R K E Y
===========


ALLER PETFOOD: Turkish Unit Declares Bankruptcy
-----------------------------------------------
PetfoodIndustry.com reports that Aller Petfood will leave the
Turkish market as a producer after the bankruptcy of its Turkish
division.

Aller Petfood entered the Turkish market in 2014 and became the
first international pet food producer in the market,
PetfoodIndustry.com recounts.

According to PetfoodIndustry.com, Amazon began to hold back all
payment to Aller Petfood from its client, putting severe strain
on Aller Petfood's Turkish division and draining the division's
cash flow.  The division was forced to stop deliveries to Amazon,
and ultimately declare the Turkish division bankrupt,
PetfoodIndustry.com relates.

Aller Petfood says it will take any necessary legal actions
related to the situation, PetfoodIndustry.com discloses.

Denmark-based Aller Petfood develops and produces pet food.



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


FERREXPO PLC: S&P Lowers LT Corporate Credit Rating to 'SD'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Ukraine-based iron ore producer
Ferrexpo PLC to 'SD' (selective default) from 'CCC', and its
short-term rating to 'SD' from 'C'.

S&P also lowered the issue rating on the US$286 million senior
unsecured notes to 'D' (default) from 'CCC'.  S&P placed the
'CCC' rating on the rest of Ferrexpo's outstanding senior
unsecured notes on CreditWatch with positive implications.

The downgrade follows Ferrexpo's recent announcement that about
90% of the noteholders voted in favor of exchanging the
outstanding US$286 million senior unsecured notes due 2016 for
new senior unsecured notes.  The company expects to complete the
exchange offer in the coming days.

According to S&P's criteria, it views this as a distressed
exchange and tantamount to a default, given its assessment of the
liquidity as "weak," the company's credit standing in the market,
and the fact that minority noteholders are being forced to
exchange their notes.

S&P expects to raise its long-term rating on Ferrexpo to 'CCC' or
'CCC+' over the coming days.  In S&P's view, the higher rating
should be supported by Ferrexpo's ability to maintain at least a
"less than adequate" liquidity under S&P's iron ore working
assumptions.  S&P placed the outstanding $161 million senior
unsecured notes on CreditWatch to reflect the likelihood that it
would raise the rating on these notes to 'CCC+' if S&P raised the
corporate credit rating to 'CCC+'.



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


LOTUS F1: Creditors' Winding-Up Petition Adjourned
--------------------------------------------------
Alan Baldwin at Reuters reports that a winding-up petition
brought by creditors against the Lotus Formula One team has been
adjourned for two weeks.

A spokeswoman for the Companies Court in London said on July 6
that the claim against the Enstone-based team, title winners in a
previous existence as Benetton and Renault, would be heard on
July 20, Reuters relates.

Lotus, who now race with Mercedes engines, have had financial
problems although the signing of Venzuelan Pastor Maldonado has
brought considerable backing from state oil company PDVSA,
Reuters discloses.

According to Reuters, the team's chief executive Matthew Carter
says Lotus are not for sale despite persistent paddock
speculation linking them to Renault.

Lotus F1 Team is a British Formula One racing team.


SANDWELL 1: Fitch Affirms 'Csf' Rating on GBP5MM Class E Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Sandwell Commercial Finance No. 1 plc
(Sandwell 1) and Sandwell Commercial Finance No. 2 plc (Sandwell
2) as follows:

Sandwell 1 FRNs due 2039:

  GBP15.5 million class B (XS0191371391) affirmed at 'Asf';
  Outlook Stable

  GBP12.5 million class C (XS0191372522) affirmed at 'BBsf';
  Outlook Stable

  GBP10 million class D (XS0191373686) affirmed at 'CCsf';
  Recovery Estimate (RE) 65%

  GBP5 million class E (XS0191373926) affirmed at 'Csf'; RE0%

Sandwell 2 FRNs due 2037:

  GBP33.6 million class A (XS0229030126) affirmed at 'BBsf';
  Outlook Stable

  GBP12.6 million class B (XS0229030472) affirmed at 'Bsf';
  Outlook Stable

  GBP11.5 million class C (XS0229030712) affirmed at 'CCCsf';
  RE80%

  GBP14.5 million class D (XS0229031017) affirmed at 'CCsf'; RE0%

  GBP9. 4 million class E (XS0229031280) affirmed at 'Csf'; RE0%

The transactions are securitizations of commercial mortgage loans
originated in the UK by West Bromwich Building Society.

KEY RATING DRIVERS

The affirmations for Sandwell 1 & 2 reflect improvements seen in
the number of watch-listed loans, the falling loan-to-value (LTV)
ratios and the sequential paydown of the senior classes.

Most properties have been re-valued since closing (between 2010
and 2014). Following a market-wide correction in UK secondary
quality property values since origination, which saw the LTV for
the portfolios increase substantially, ongoing amortization and
completed loan workouts have over the last 12 months reduced the
weighted average (WA) LTV in Sandwell 1 to 89.4%, from 91.6%, and
in Sandwell 2 to 91.8%, from 98.5%.

Low interest rates continue to allow the servicer some time in
working out distressed floating-rate loans that are unhedged,
although this is only sustainable until interest rates start to
rise. The WA interest coverage ratios (ICR) for the loans are
4.15x and 2.77x, for Sandwell 1 and Sandwell 2, respectively.
This compares with 4.83x and 2.85x a year earlier.

As of the May/June 2015 reporting cycle, Sandwell 1 had nine of
its 30 remaining loans in various stages of enforcement, compared
with 11 out of 49 in Sandwell 2. While proportionally similar,
the performance of Sandwell 2 is overall weaker (highlighted by
the principal deficiency ledger (PDL) on the class Es), as are
its prospects.

Losses in Sandwell 1 total GBP5.3 million and have so far been
absorbed by the reserve account. While below its target, the
reserve fund is being replenished with excess spread before step-
up margins will be paid on the notes (Fitch's ratings do not
address the likelihood of these step-up payments being met).

Sandwell 2's reserve fund has been exhausted, with a total of
GBP18.2 million loan losses having been realised, leaving a
GBP7.2 million debit balance on the PDL for the class E notes.
While excess spread can be used to replenish principal
deficiencies, Fitch expects the class D and E notes from both
issuers ultimately to be written off as more loan losses are
realised.

Fitch expects sequential payments to continue for the foreseeable
future, given that arrears in both transactions are at levels in
breach of the sequential payment test. Sequential payments, along
with scheduled amortization, mitigate adverse selection risk
facing senior investors in Sandwell 1 and 2.

RATING SENSITIVITIES

Evidence of recoveries or revaluations below Fitch's expectations
could result in downgrades.

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.


SCOP SEAFRANCE: Administrators Reject DFDS Offer to Keep Staff
--------------------------------------------------------------
Jamie Weir at Kentnews.co.uk reports that SCOP Seafrance has
rejected an offer from cross-Channel ferry operator DFDS which
could have kept 202 of its staff members in their current jobs.

Danish ferry operator, DFDS made the offer after it became
apparent that MyFerryLink owners Eurotunnel would be unable to
continue its cross-Channel ferry service, Kentnews.co.uk relates.

DFDS promptly picked up leases to two of the MyFerryLink boats
before making the offer to take on board some of the SCOP's staff
on June 25, Kentnews.co.uk discloses.

DFDS says that it didn't receive a response to its offer until
June 30, when administrators for SCOP Seafrance contacted it to
reject the offer, Kentnews.co.uk notes.

The Danish operator, as cited by Kentnews.co.uk, said that its
offer would have allowed the company -- which has taken on two of
the former MyFerryLink boats -- to run a third vessel between
Dover and Calais.

According to Kentnews.co.uk, the company said in a statement it
"regrets the position taken by the administrators, but remains at
the disposal of the Commercial Court of Boulogne to discuss a
transfer of parts of the SCOP Seafrance business in order to
minimize the social impact of the potential liquidation of SCOP
Seafrance."

SeaFrance is the operator of the undersea rail link between
Britain and continental Europe.


                            *********

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.


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

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

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

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

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

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


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