---

        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, August 5, 2015, Vol. 16, No. 153

                            Headlines

A Z E R B A I J A N

BANK OF BAKU: Moody's Alters Outlook on B1 Deposit Ratings to Neg


F R A N C E

BUT SAS: Fitch Puts B+ Sr. Sec. Instrument Ratings on Neg Watch
BUT SAS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
PEUGEOT SA: Moody's Changes Outlook on Ba3 CFR to Positive
SGD GROUP: Moody's Cuts Long-Term Issuer Default Rating to 'B-'


G E R M A N Y

GFKL FINANCIAL: Moody's Assigns 'B2' Corporate Family Rating
YAGER: Project Termination Prompts Insolvency Filing


G R E E C E

GREECE: Athens Stock Exchange Resumes Trading Amid Bailout Talks


I R E L A N D

* IRELAND: UK Construction Sector Insolvencies Hit Businesses


L U X E M B O U R G

TELENET FINANCE: Moody's Assigns B1 Rating to EUR530MM 2027 Notes


N E T H E R L A N D S

DRYDEN 39 EURO: Moody's Assigns (P)B2(sf) Rating to Class F Notes
SENSATA TECHNOLOGIES: Moody's Affirms Ba2 CFR, Outlook Negative
SNS REAAL: S&P Affirms, Then Withdraws 'BB+/B' Credit Ratings


R U S S I A

MECHEL OAO: Repays US$393,000 Loan Interest to Sberbank
SUNNY TIME: Put Under Provisional Administration
URALOBORONZAVODSKY: Put Under Provisional Administration


U K R A I N E

OSCHADBANK: Bondholders Back US$13-Bil. Debt Restructuring Deal


U N I T E D   K I N G D O M

BARCLAYS PLC: Moody's Rates Tier 1 Notes "(P)Ba2(hyb)"
CARROS UK: S&P Puts 'B' CCR on CreditWatch Negative
CPUK FINANCE: S&P Assigns 'B (sf)' Rating to Class B2 Notes
IENERGIZER LIMITED: Moody's Cuts Corporate Family Rating to 'B3'
ROYAL BANK: S&P Assigns 'B' Rating to Add'l. Tier 1 Capital Notes

THRONES 2015-1: Fitch Assigns 'BB-(EXP)sf' Rating to Cl. E Notes
THRONES 2015-1: S&P Assigns Prelim. BB Rating to E-Dfrd Notes


                            *********


===================
A Z E R B A I J A N
===================


BANK OF BAKU: Moody's Alters Outlook on B1 Deposit Ratings to Neg
-----------------------------------------------------------------
Moody's Investors Service changed to negative from stable the
outlook on OJSC Bank of Baku's B1 long-term foreign and local-
currency deposit ratings. The negative outlook reflects increased
pressure on Bank of Baku's asset quality and profitability,
driven by the weakening of its borrowers' creditworthiness in the
context of unhedged foreign currency risk, accelerated inflation
and elevated cost of funds.

Concurrently, the aforementioned ratings were affirmed along with
the bank's Not-Prime short-term foreign currency and local
currency deposit ratings. The rating agency also affirmed the
bank's baseline credit assessment (BCA)/ Adjusted BCA of b1 and
Counterparty Risk Assessments of Ba3(cr)/Not-Prime (cr).

RATINGS RATIONALE

The change of outlook on Bank of Baku's ratings is driven by
expected pressure on its asset quality and profitability related
to (1) seasoning of the consumer loan portfolio; (2)
deterioration of the foreign currency loans' debt service, due to
the unhedged nature of its borrowers; and (3) a decline in
individuals' real disposable income resulting from accelerated
inflation in Azerbaijan. On top of that, the increased cost of
local currency funds might exert negative pressure on the bank's
net interest margin (NIM) in the long term.

Moody's expects that Bank of Baku's negative asset quality trends
will continue to impact its profitability in the near future. The
bank's asset quality has weakened -- following the seasoning of
the retail portfolio after it registered rapid growth in the
previous years -- which led to an increase in the bank's credit
costs to 6.0% of average gross loans in 2014, up from 1.7% in
2013 and 1.5% in 2012. The depreciation of the manat in February
2015 will also affect asset quality as most of the bank's foreign
currency loans (representing 28% of the total portfolio at year-
end 2014) are held by unhedged borrowers. On top of that,
accelerated consumer price inflation will affect individuals'
real disposable income and, as a result, their capacity to
service debt.

However, the bank generates healthy pre-provision income in
relation to average assets, with the ratio standing at 13.1% in
2014, compared with 11.9% in 2013. It has also focused on cost
efficiency, resulting in its cost-to-income ratio falling to
33.8% in 2014 from 36.8% in 2013, and has tightened its
underwriting standards in order to contain credit risk. In spite
of this it is likely that asset quality pressure along with the
increased cost of local currency funds will cause the bank to
either break-even or remain marginally profitable during the next
12-18 months.

However, the bank's loss-absorption capacity will likely remain
solid during the next 12-18 months, driven by robust capital
adequacy (it had a Tier 1 ratio of 12.4% and total CAR of 21.3%
at year-end 2014), sufficient reserves covering 123% of problem
loans (past due over 90 days and restructured) and healthy pre-
provisioning profitability (PPI/average assets of 13.1%). On top
of that, expected deleveraging and a decrease in risk weighted
assets will modestly help improve both total CAR and Tier 1 ratio
by the end of 2015.

WHAT COULD MOVE THE RATINGS UP/DOWN

Given the negative outlook on the bank's ratings, a ratings
upgrade in the next 12-18 months is unlikely. However, the
outlook could be changed to stable if the bank proves to be
resilient against the asset quality erosion and maintains
adequate levels of profitability and capitalization.

Downward rating pressure could result from any of the following:
(1) a material increase in credit costs, beyond the level
currently anticipated by Moody's; (2) a material decline in the
bank's pre-provision income; or (3) the significant weakening of
its loss absorption capacity as measured by its Tier 1 capital
adequacy or its problem loan coverage ratio.

Headquartered in Baku, Azerbaijan, Bank of Baku reported total
assets of AZN728.0 million, total shareholders' equity of
AZN128.3 million and net income of AZN40.7 million, according to
audited International Financial Reporting Standards as of 31
December 2014.



===========
F R A N C E
===========


BUT SAS: Fitch Puts B+ Sr. Sec. Instrument Ratings on Neg Watch
---------------------------------------------------------------
Fitch Ratings has placed BUT SAS's 'B+' senior secured instrument
ratings on Rating Watch Negative following the announcement of
BUT's EUR66 million tap issue.

The agency expects to downgrade the senior secured instrument
rating following a successful tap issue at 'B'/'RR3'/68%, a
one-notch downgrade from the current 'B+'/'RR2'/74% instrument
rating, reflecting the agency's updated recovery assumptions
given the increased senior secured debt amount. Fitch expects to
affirm the Long-term Issuer Default Rating (IDR) of ultimate
group parent Decomeubles Partners SAS at 'B-' with Stable Outlook
after the tap is completed. The IDR is not affected by today's
rating action.

The final ratings of the planned issues are contingent upon
successful launch of the notes including the receipt of final
documents conforming to the information already received by
Fitch.

Decomeubles Partners SAS's IDR reflects its size, strong market
and brand position in the French home improvement market, which
Fitch expects to further consolidate, with a focus on growth in
the value segment and at the expense of independent retailers.
Since refinancing in 2014, BUT's management has implemented a
series of self-help measures aimed at improving the group's
operational cost base, supply chain and logistics as well as
customer offering, which has led to an improved year on year
profitability and cash generation. This was aided by improving
consumer sentiment in France. However, the rating headroom
created will be absorbed by the additional tap issue, which is
expected to support further investments in the business,
including acquisitions, underpinning the 'B-' IDR.

KEY RATING DRIVERS OF THE IDR

Aggressive Financial Profile

"We expect funds from operations (FFO)-adjusted gross leverage
for the fiscal year ending June 2015 to improve to just under
6.0x (FY14: 7.0x) with FFO fixed charge cover (FCC) at 1.5x
(1.2x), which increases rating headroom relative to Fitch's
defined sensitivities. However, this would be reduced by the
anticipated tap issue, which would increase gross leverage by
around 0.8x and reducing FCC by around 0.2x according to Fitch
estimates. This leaves debt protection ratios comfortably within
the 'B-' level when compared with peers and supports a Stable
Outlook."

Last year's refinancing left BUT with fairly manageable on
balance-sheet debt, although high rental expenses translate into
an aggressive financial risk profile. This is reflected in the
group's lease-adjusted debt protection ratios, which Fitch has
conservatively based on the full value of 'occupancy costs' as
presented by management.

Evolving Business Model

BUT's management continues to successfully focus on streamlining
and optimizing the customer offer and optimizing cost and cash
management by simplifying its supply chain and centralizing the
logistics function domestically. In addition, it is aiming to
increase direct control over its brand and store appearance by
moving away from the traditional franchise model and taking a
more centralized approach to key management decisions including
range, pricing, marketing and multi-channel offering. The
evolving business model and operating efficiencies, including a
strong focus on working capital, have strengthened the underlying
profitability and cash generation of the business expected like-
for-like growth of 1.8%, a 100bps EBITDA margin improvement and a
free cash flow (FCF) margin trending towards 2.0% for FY15
(ending June).

Profitability Supported by Consumer Financing

Credit income generated from consumer financing supports EBITDA,
adding approximately 100bps to the EBITDA margin. Consumer
finance is a key part of BUT's promotional activity, a strong
sales driver, and a source of differentiation against
competitors, leading to a 25% credit penetration rate of its
customer base. Given the integral role of consumer finance in
BUT's business model and the ring-fenced nature of the associated
credit risk, Fitch includes the consumer finance contribution in
its operating EBITDA calculation.

The group offers consumer finance products (including store
cards, installment loans, personal loans) in combination with
Cetelem (the consumer finance arm of BNP Paribas Personal
Finance), which manages credit risks on a non-recourse basis for
BUT. In addition, BUT offers appliance warranties, which are
managed via an in-house insurance vehicle. The consumer finance
and insurance arrangements are subject to regulatory risks.

Asset Light Business Model, High Operating Leverage

Since its original buy-out in 2008, BUT has gradually implemented
an 'asset-light' business model by selling and leasing back
assets, particularly with regard to its owned store network and
logistics operations. The key assets in the business therefore
remain the brand value and inventory, which is reflected in
Fitch's debt protection ratio analysis (adjusted for lease
obligations) and recovery analysis. While an asset-light capital
structure is not uncommon in non-food retail, it leads to
pressures on profitability and cash flows due to high rental
costs. This translates into high operating leverage and
potentially a volatile earnings profile in a downturn.

Concentration on France, Competitive Pressures

Limited geographic diversification and concentration on the
French retail market are a key rating constraint. This is
particularly true in a subdued, albeit stabilizing French
consumer environment characterized by limited near-term economic
stimuli. In addition, Fitch expects further medium-term
consolidation and competitive pressures at the value end of the
home equipment market in France.

Fitch notes the concentration of market share amongst the top
three national players in the home equipment market, which have
been able to grow market share amongst each to 45.9% in FY14
(from 40.6% in FY2009), at the expense of independent and local
players. Fitch believes that in this context BUT's strategy to
concentrate on network expansion in smaller cities is sensible in
that it should help boost and defend market share.

Established Brand and Market Position

The ratings reflect BUT's position as a leading home equipment
retailer in France, with a strong nationwide store footprint and
a diversified product range spanning across home furnishing and
decoration, domestic appliances as well as select home-related
consumer electronics. BUT's promotional-driven business model is
supported by a strong and well-recognized retail brand.

KEY RATING DRIVERS OF THE NOTES

Above-average Recoveries

Fitch believes that expected recoveries would be maximized in a
going-concern scenario rather than in a liquidation scenario
given the asset-light nature of BUT's business, where Fitch views
the brand value and established retail network as key assets.
Fitch estimates that senior secured noteholders following a
successful tap issue of EUR66m could expect a recovery rate
estimated at 68% (RR3), leading to a one-notch uplift for the
senior secured instrument rating from the IDR to 'B' (we
previously applied a two-notch uplift to the lower debt amount).
Fitch's underlying recovery assumptions remain unchanged with a
35% distressed EBITDA discount and 4.5x EV/EBITDA multiple,
assuming that the proceeds raised by the tap issue will be
invested into the business, including acquisitions.

The expected senior secured recovery is underpinned by guarantors
representing at least 85% of the group's EBITDA and by
noteholders' second-ranking claim on any enforcement proceeds in
a distressed sale of assets or the business.

KEY ASSUMPTIONS

Fitch's expectations are based on our internally produced,
conservative rating case forecasts over the four-year rating
horizon. They do not represent the forecasts of rated issuers
individually or on aggregate. Key Fitch forecast assumptions
include:

-- Moderate like for like sales growth, below GDP assumptions

-- Stable EBITDA margins reflecting the benefits achieved in
    FY15 mitigated by competitive pressures and consolidation in
    the French home equipment market

-- EUR66 million tap issue used to invest in the business
    including acquisitions

-- Continued focus on supply chain and working capital
    management

-- Disciplined approach to capex representing 1.9%-2.2% of
    annual sales

RATING SENSITIVITIES

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

-- FFO adjusted gross leverage at 6x or below, FFO fixed charge
    cover at above 1.5x, combined with market share gains and
    improvements in FCF generation and operating profitability,
    all on a sustained basis

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

-- FFO gross lease adjusted leverage of 7.0x or above on a
    sustained basis

-- FFO fixed charge cover of 1.0x or below on a sustained basis

-- A significant deterioration in market share, revenues and/or
    operating profitability

-- Negative FCF eroding the group's liquidity buffer

LIQUIDITY

Adequate Mid-Term Liquidity

Fitch views BUT's liquidity as adequate in its medium-term rating
case supported by the availability of the EUR30 million RCF
coupled with reported cash on balance sheet of EUR108 million
(FYE14). Of this amount Fitch deducts EUR40 million as not
readily available to allow for seasonal working capital
fluctuations and restricted cash related to consumer financing.
This is adequate as BUT does not face any meaningful debt
redemptions until 2019.


BUT SAS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on France-based furniture and electrical
goods retailer BUT S.A.S.  The outlook is stable.

In addition, S&P affirmed its 'B' issue rating on BUT's senior
secured notes due 2019, including the EUR66 million of additional
debt through a proposed tap issuance.  The recovery rating on the
notes is '3' reflecting S&P's expectation of meaningful recovery
prospects, in the lower half of the 50%-70% range.

S&P also affirmed its 'B+' issue rating on BUT's super senior
revolving credit facility (RCF) due 2018.  The recovery rating is
'2', indicating S&P's expectation of substantial recovery
prospects, in the higher half of the 70%-90% range.

S&P's affirmation follows the announcement that BUT plans to
raise EUR66 million of additional senior secured notes via a tap
issuance of its existing EUR180 million senior secured notes due
2019.  BUT intends to use the proceeds to fund acquisition
opportunities in the near term.  Although the transaction will
increase BUT's Standard & Poor's adjusted debt-to-EBITDA ratio by
0.5x from S&P's expectation of 3.6x for fiscal year 2015 (ended
June 30, 2015) to 4.1x post-transaction, S&P anticipates that
BUT's credit metrics will remain commensurate with the current
'B' rating.  The affirmation also reflects S&P's view that the
company's financial policy will remain supportive of its
"aggressive" financial risk profile over the next few years,
despite its private equity ownership.

While the announced transaction will increase BUT's annual cash
interest expenses by about EUR5 million, S&P expects that the
company's adjusted EBITDA-to-interest ratio will remain above
3.0x and its unadjusted EBITDAR (EBITDA plus rent) to cash
interest plus rent coverage (EBITDAR coverage) close to 1.5x over
the 12 months following the transaction.  S&P also anticipates
that BUT's free operating cash flow (FOCF) will remain positive
in the coming years.  This is supported by the turnaround BUT
initiated in 2013 and S&P's projection of continuing
improvements.

S&P continues to classify BUT's business risk profile as "weak,"
reflecting the company's sub-par profitability and its exposure
to the furniture retail business' vulnerability to disposable
income squeezes and declining real estate transaction volumes.
Furthermore, the company operates exclusively in France, a
fragmented market where intense competition exacerbates
structural pricing pressures.  The company's product mix is
fairly diverse, but its exposure to the decoration segment
doesn't offset the negative contribution from its lower-margin
and highly-competitive brown goods (small appliances) business
segment.

On the positive side, BUT maintains a sound position in the
French furniture market.  In addition, recent management
initiatives -- consisting of a flexible pricing policy, cost
control, and a focus on logistics -- have enabled the company to
restore a more supportive operating momentum, notably regarding
its like-for-like growth and operating margin in the first nine
months of fiscal 2015.

The "aggressive" financial risk profile and "weak" business risk
profile result in a 'b+' anchor for BUT.  However, S&P applies a
one-notch downward adjustment to the anchor to incorporate its
comparable ratings analysis modifier, reflecting the company's
weak cash conversion and sub-par profitability compared with that
of peers.

The stable outlook reflects S&P's view that BUT will continue to
display positive like-for-like growth and moderately improve its
EBITDA margin over the next 12 months, enabling the company to
report adjusted EBITDA to interest of more than 3x (equivalent to
an EBITDAR coverage of about 1.5x).  S&P also expects the company
to generate positive FOCF in the coming years.

S&P might consider a negative rating action if a deterioration in
the French furniture market weakened BUT's operating performance.
Rating pressure would also arise if the company's financial
policy became more aggressive, resulting in credit metrics
sustained in line with S&P's "highly leveraged" financial risk
category.  In particular, a downgrade could be triggered by
adjusted debt to EBITDA exceeding 5.0x, adjusted EBITDA to
interest below 2.0x, or EBITDAR coverage approaching 1.2x.  In
addition, S&P would consider a negative rating action if
liquidity became "less than adequate" or if BUT was unable to
generate sustainably positive FOCFs.

Rating upside would depend on the company's ability to achieve a
track record of EBITDA margin growth and sustainable and sound
FOCF, combined with continuing consolidation of its market
position.

S&P could also consider an upgrade if it believes that the
company's credit metrics improve in line with S&P's "significant"
financial risk profile.  An upgrade would be contingent on S&P's
assessment of the sustainability of this financial profile and
management's financial policy commitment to using discretionary
cash flows for debt reduction.


PEUGEOT SA: Moody's Changes Outlook on Ba3 CFR to Positive
----------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook on the Ba3 corporate family rating (CFR) and the Ba3-PD
probability of default rating (PDR) of Peugeot S.A. (Peugeot) and
its rated subsidiary GIE PSA Tresorerie. Concurrently, Moody's
has affirmed all of Peugeot's and its subsidiary's ratings.

"Changing our outlook on Peugeot's Ba3 rating to positive
reflects the company's successful progress on its turnaround
strategy, which, together with favorable market conditions, has
supported better margins in the first six months of 2015," says
Yasmina Serghini-Douvin, a Moody's Vice-President Senior Credit
Officer and lead analyst for Peugeot.

"We believe that continued cost discipline and a positive sales
momentum in Europe, which is by far Peugeot's largest market,
will help the company further boost operating margins to the
point where it will narrow the gap in its profit margins relative
to its main competitors within 24 months," adds Ms.
Serghini-Douvin.

RATINGS RATIONALE

The change in outlook to positive was prompted by an improvement
in Peugeot's operational performance in the six months to June
30, 2015, beyond Moody's previous expectations. The company's
consolidated revenue increased by 6.9% to EUR28.9 billion
including the automotive division up 4.3% to EUR19.4 billion
driven by favorable foreign currency movements, and price and mix
effects, which together more than offset both negative volume and
country mix effects. Higher revenue combined with ongoing cost-
cutting measures, as part of Peugeot's turnaround strategy
initiated last year, contributed to a significant rise in the
company's reported recurring operating income to EUR1.42 billion
in the six months to 30 June 2015, up from EUR0.39 billion in the
same period of 2014.

Peugeot's automotive division was the most important driver of
earnings growth, delivering a recurring operating income of
EUR975 million, up from EUR7 million in the first half of 2014.
The division benefited from (1) the efficiency measures that the
company has implemented since 2014, in particular in the areas of
procurement, manufacturing and selling and administrative costs;
(2) higher demand in Europe where Peugeot has its largest
production base; and (3) favorable market conditions illustrated
by positive foreign currency effects.

On a Moody's-adjusted basis, Peugeot's EBITA margin (including
restructuring expenses, in line with the rating agency's
practice) reached 2.3% in the 12 months to June 30, 2015 compared
to 0.3% in the full year 2014. While improved, the company's
profitability is lower than that of some of its global rated
competitors such as Fiat Chrysler Automobile N.V. (B1 stable),
Renault S.A. (Ba1 positive), General Motors Company (Baa3 senior
unsecured bank credit facility/Ba1 senior unsecured stable) and
Ford Motor Company (Baa3 stable).

However, Moody's believes that Peugeot has the potential to
narrow the margin gap with its peers in the next 24 months,
moving from the low-single-digit to the mid-single-digit range
(in percentage terms) on average, through further adjustments to
its cost base and, to some extent, greater pricing discipline. In
this respect, Moody's acknowledges the progress made by Peugeot
to reduce its fixed costs, which will ultimately help it reduce
its break-even point to below two million vehicles by the end of
the current year from 2.6 million in 2013. The company also took
severe measures in loss-making markets such as Latin America,
where Peugeot posted a small operating profit in the first half
of 2015, and in Russia. This will also help the company's
performance to be more resilient at times of declining sales
volumes.

As a result of its higher profitability, Peugeot's financial
ratios improved in the latest reporting period: Moody's estimates
that the company's Moody's-adjusted (gross) debt/EBITA was 3.7x
as of June 30, 2015 compared to 7.1x at year-end 2014 and its
Moody's-adjusted EBITA/interest expense ratio was 1.4x up from
0.2x in the full year 2014. Peugeot's adjusted free cash flow, an
important metric for the rating, reached EUR1.63 billion in the
12 months to June 30, 2015 compared to EUR0.73 billion in the
full year 2014. This translated into a Moody's-adjusted free cash
flow/debt ratio of 8.8% in the 12 months to June 30, 2015, up
from 5.0% in the full year 2014.

Balancing these elements is Moody's expectation that the
automotive industry will remain highly competitive especially as
key global players are currently taking steps to enhance their
operational efficiency thus keeping up the pressure on both
volume growth and pricing. Moreover, Moody's notes the subdued
commercial performance posted by the company in the first six
months of 2015 with worldwide volumes up only slightly by 0.4%.
Peugeot was held back by the company's moderate growth in its two
largest markets namely Europe (+2.9%) and China and South East
Asia (+2.2%) where growth in demand for passenger cars has slowed
down in recent months. This is likely to weigh on Peugeot's share
of recurring operating income from its Chinese joint ventures,
which was down slightly in the first half of 2015 to EUR233
million from EUR282 in the same period of 2014. The dividends
received from the joint venture with Dongfeng Motor Group (not
rated) increased though to EUR332 million (EUR121 million in the
first half of 2014).

Peugeot has maintained a solid liquidity profile helped by a cash
balance of EUR10.5 billion as of June 30, 2015, improved
internally generated cash flows and access to committed
covenanted syndicated credit facilities totaling EUR3.0 billion
excluding EUR1.2 billion at Faurecia (undrawn as of 30 June
2015). The company's liquidity profile is expected to be further
enhanced over the next 18 to 24 months by the gradual release of
capital in connection to the agreement signed in July 2014 then
extended in June 2015 between Peugeot's captive finance company
Banque PSA Finance (Baa3 stable, ba2) and Santander Consumer
Finance, the consumer finance division of Banco Santander. A
dividend of EUR570 million was received in the first half of 2015
in connection to the implementation of this partnership in France
and in the UK.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings could be upgraded if Peugeot were able to deliver an
improved sales performance (in volume terms) with at least a
stabilized market share as well as a longer track record of
operational improvement with a stronger profitability of its
automotive operations, on a sustainable basis. Quantitatively,
(1) a positive free cash flow from its industrial operations (as
defined by Moody's) and (2) evidence of consistent progress to
improve profitability with a Moody's-adjusted EBITA margin of its
industrial business at or above 3% in the near term and moving
towards the mid-single-digit range (in percentage terms) over the
medium term could support a rating upgrade.

The ratings could be lowered if there is evidence that Peugeot's
strategic plan fails to cement the company's position in the
European car market resulting in declining market shares,
sustained low operating margins, negative free cash flow and an
increasing leverage.

Peugeot S.A. is Europe's second-largest maker of light vehicles
with its two main brands Peugeot and Citroân. In addition,
Peugeot holds a 51.7% interest in Faurecia SA (Ba3 stable), one
of Europe's leading automotive suppliers (turnover of EUR18.8
billion in 2014) and remains a 25% shareholder in Gefco, France's
second-largest transportation and logistics service provider.
Peugeot also provides financing to dealers and end-customers
through its wholly owned finance subsidiary, Banque PSA Finance.
In 2014, Peugeot generated revenues of EUR53.6 billion and
reported a recurring operating loss of EUR0.9 billion.


SGD GROUP: Moody's Cuts Long-Term Issuer Default Rating to 'B-'
---------------------------------------------------------------
Fitch Ratings has downgraded France-based SGD Group SAS's (SGD
Pharma) Long-term Issuer Default Rating (IDR) to 'B-' from 'B'
and the senior secured ratings to 'B-'/'RR4' from 'B'/'RR4'. The
Outlook is Stable.

The downgrade reflects SGD's weakened financial profile, even
though operating performance has been stable and in line with
expectations. The group's deleveraging has been delayed by
EUR10 million in cost overruns at its St. Quentin plant and
higher-than-expected working capital requirements from the
demerger with SGD perfumery. In addition, Fitch includes fully in
its debt calculation a EUR28 million vendor note that was used to
finance the group's acquisition of green-field glass manufacturer
Cogent. As a result, SGD Pharma's credit metrics are more
commensurate with the 'B-' rating over a four-year rating
horizon. Fitch forecasts funds from operations (FFO) adjusted
gross leverage in excess of 7.0x at end-2015, before falling
towards 6.5x over the next four years.

The ratings are based solely on SGD's pharma business and exclude
the perfumery business, which is being demerged from the group.
The ratings are also based on our assumption that SGD Pharma will
continue to pay for the operational costs of the perfumery
business until separation is complete and that the shareholder,
Oaktree Capital, will provide credit support for any indemnity.

KEY RATING DRIVERS

Slower Deleveraging

SGD Pharma's deleveraging was slower than expected in 2014, due
to higher-than-expected working capital requirements, driven by
inventory building and the discontinuation of factoring. As capex
has been delayed into 2015, we expect free cash flow (FCF) to
remain negative only for this year and FFO adjusted gross
leverage to peak at end-2015, before declining towards 6.5x over
the forecast horizon. Fitch expects the group to be FCF-positive
from 2016, when the separation of its perfumery and pharma
operations is complete and capex returns to normalized levels.

Cogent Acquisition

SGD Pharma's acquisition of the green-field glass manufacturer
provides the group with additional capacity to serve the global
market for Type I glass that is suffering from undersupply,
access to low cost production and expansion into tubular
converted glass that management has identified as an attractive
area of expansion. It is a further logical extension to the
historical cooperation between the two companies.

Operating Performance as Expected

"Current trading has been broadly in line with Fitch's
expectations. We continue to forecast low single-digit growth
over the coming years and EBITDA margins in the mid-20s. The
moulded glass packaging market has been growing at healthy rates
of 4% since the 2009 recession. We expect long-term favorable
demand growth for pharma packaging, driven by global growth in
population, life expectancy, chronic diseases and by fast-growing
demand for healthcare and medicines in emerging markets."

Sound Business Profile

SGD Pharma's business profile is commensurate with the 'B' rating
category. The limited scale of its operations and focus on the
pharmaceutical glass market are mitigated by a range of
therapeutic end-markets served by its products. Customer
concentration is limited, eliminating dependence on the success
of a single drug, format or customer.

Strong Market Positions

SGD Pharma has a strong market position, particularly in the
profitable type I glass market, where it holds a 30% share
globally. The market for this type of glass is highly
concentrated, with the top-three players supplying 80% of the
market. In its core western European markets (63% of revenues)
the group is the undisputed leader in type II and III glass
markets with shares of 55% and 33%, respectively.

High Barriers to Entry

Profitability is protected in the short- to medium-term by high
entry barriers provided by SGD Pharma's technological leadership,
the large investments required to set up new production and high
switching costs for customers, including high regulatory
requirements and the reputational risks associated with product
quality issues. For customers, switching suppliers is therefore
often not economical, given that the price of packaging is small
compared with the price of the final product. It amounts to up to
3% for type I glass and up to 5% for type II glass.

RATING SENSITIVITIES

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

-- Successful completion of the demerger,
-- FFO adjusted gross leverage below 6.0x,
-- Positive FCF generation through the cycle.

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

-- FFO adjusted gross leverage above 9.0x,
-- Liquidity pressures from negative FCF.

LIQUIDITY

SGD Pharma's liquidity is adequate, consisting of EUR16 million
in cash and cash equivalents and EUR61 million of undrawn
committed facilities at end-2014. This is sufficient to cover
negative FCF from large capex in 2015 and EUR10 million in short-
term debt maturing in the same year.

KEY ASSUMPTIONS:

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

-- Long-term revenue growth of 2.5%
-- Stable to improving operating profit margins above 25%
-- Normalized maintenance capex of around 10% of revenue,
    following the operational separation of the perfumery and
    pharma businesses



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


GFKL FINANCIAL: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a definitive B2 Corporate
Family Rating (CFR) to GFKL Financial Services AG (GFKL) changed
from (P)B2. Moody's has also assigned a definitive B2 rating to
the EUR365 million senior secured note issued by Garfunkelux
Holdco 3 S.A. (HoldCo) changed from (P)B2, GFKL's parent company.
The outlook is Stable on all ratings.

The assigned ratings replace the provisional ratings assigned on
July 15, 2015. The final terms and conditions of the note, issued
on June 23, 2015, are in line with the draft documentation
reviewed for the provisional ratings assigned on July 15, 2015.
Additionally, the agency notes that on June 30 Permira V fund
(unrated) acquired a majority stake in GFKL from Advent Carl
Luxembourg Finance S.a r.l. (unrated). The proceeds of the
issuance have been used to repay the EUR365 million Senior
Secured Bridge Facility used to pay GFKL's existing debt and to
fund the acquisition process.

RATINGS RATIONALE

GFKL is specialized in third-party debt collection, debt
purchasing and business process outsourcing services for
unsecured debt. It operates exclusively in Germany, where it is
the leading non-captive management company in terms of revenues.

As of end-2014, 63% of GFKL's revenues were generated by third-
party debt collection and other servicing, while the remainder
came from its debt purchase business. The company has access to a
wide range of non-performing consumer receivables, ranging from
insurance, to healthcare, telecom, retail and other sectors. GFKL
benefits from a solid client network and long-term contracts
which ensure a certain degree of future earnings predictability
and transparency.

As outlined in Moody's press release dated July 15, 2015, GFKL's
CFR of B2 positively reflects the company's: (1) strong franchise
and leading position in its core geographical market; (2)
balanced business model which makes GFKL more diversified
compared to traditional debt purchasing companies; (3) access to
a wide range of receivables and solid client network; (4)
improving profitability and EBITDA metrics; and (5) favorable
operating environment.

GFKL's CFR is constrained by: (1) some weaknesses in its
corporate governance, given the absence of independent members in
the supervisory board; (2) a risk management division which does
not directly report to the Supervisory Board and the absence of a
formal Chief Risk Officer; (3) material key relationship
concentrations; (4) full reliance on wholesale, secured funding;
and (5) weak solvency and leverage metrics.

GFKL's new shareholder, Permira, now holds 97.95% of GFKL
(including treasury shares). The rating agency understands that
the minority shareholders will be "squeezed out" at a later stage
according to a common German legal process. However Moody's also
notes that Permira has entered into a period of exclusive
discussions with another seller of a large receivables management
company, this time located outside Germany. Should the
negotiation go ahead, the firm may ultimately be acquired and
financed by GFKL in 2015 and would be material to the company. As
the discussions and due diligence with respect to the potential
target are at a preliminary stage, the assigned rating does not
incorporates this potential acquisition.

GFKL went through a significant turnaround process between 2009
and 2012 and is now exclusively focused on its core geographical
market in Germany. Moody's believes that the company's business
model is effective and balanced and anticipates a gradual
increase in GFKL's profitability over the next two years, also
owing to the favorable operating environment for debt collectors,
servicers and purchasers. However, Moody's believes that the debt
purchasing and debt collection businesses are highly exposed to
changes in conduct regulation and customers' complaint could
result in reputational damage to the firm's franchise. These
risks are partially mitigated by GFKL's very low historical level
of complaints and a domestic regulatory framework that is not
expected to materially change in the near future.

Since the company's voting shares are fully owned by a private
equity firm, Moody's expects that the ownership and capital
structure are subject to change in the medium term and
incorporates this additional uncertainty into the ratings.
However, Moody's expects Permira to manage its exit without
compromising the company's strategy or financial positioning.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook incorporates Moody's expectations that GFKL's
operating environment will continue to improve and that market
conditions will remain favorable. However it does not incorporate
any material transaction that many affect GFKL over the next 18
months.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings could be upgraded if there were improvements in
leverage metrics (debt-to-adjusted EBITDA) to around 3.5x, in
EBITDA-to-interest coverage to around 4.5x as well as a
strengthening of the firm's solvency, measured as Tangible Common
Equity on Tangible Managed Assets. An increase in funding or
operational diversification could also contribute to a rating
upgrade.

The rating could be downgraded because of: (1) a further increase
in leverage or sustained decline in operating performance,
leading to gross debt more than 6x adjusted EBITDA; (2) a
significant decline in interest coverage, with an adjusted
EBITDA-to-interest expense ratio around or below 1.5x; (3) a
protracted decrease in profitability; or (4) any deterioration in
the franchise or market position of GFKL.


YAGER: Project Termination Prompts Insolvency Filing
----------------------------------------------------
Robert Shimshock at Breitbart reports that Yager, the German
developer that was dropped from working on Dead Island 2, has
filed for insolvency for the team that was working on the game.

Yager CEO Timo Ullmann, as cited by Breitbart, said, "The
insolvency filing is a direct result from the early termination
of the project and helps protecting our staff.  In the course of
the proceedings, we gain time to sort out the best options for
reorganizing this entity."

Mr. Ullmann did say that the Dead Island 2 team's wages are safe
for at least several months, Breitbart notes.



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


GREECE: Athens Stock Exchange Resumes Trading Amid Bailout Talks
----------------------------------------------------------------
Niki Kitsantonis and Jack Ewing at The New York Times report that
investors issued a vote of no confidence in Greece's economy on
Aug. 3, dumping stocks as trading on the Athens exchange resumed
for the first time in five weeks.

A plunge of more than 16% for the main Greek index and a 30%
sell-off for bank stocks were the latest signs of Greece's
shattered economy, The Times notes.  But the resumption of
trading was a necessary step as Greece tries to emerge from
controls on financial activity that the government, confronted
with a bank run, imposed at the end of June, The Times states.

According to The Times, analysts said stock prices could begin to
recover in the weeks to come, bringing much-needed capital into
the country, as investors with an appetite for risk look for
bargains.

In yet another sign of trouble, though, new survey data on Aug. 3
showed a fall in Greek manufacturing activity since the
government imposed controls in late June on the flow of money out
of Greece, The Times relates.

Much depends on the outcome of negotiations between government
officials and representatives of the country's international
creditors on a multibillion-euro bailout, Greece's third in five
years, The Times discloses.  The talks entered a second week on
Aug. 3, The Times relates.

"If the new deal with creditors is struck and ratified, Greek
stocks could rebound nicely," The Times quotes Holger Schmieding,
chief economist at Berenberg Bank, as saying in an e-mail.  "And
if the deal then actually holds, with Greece implementing the
structural reforms demanded by creditors, Greece could recover
strongly."

The stock exchange had been closed since the end of June, when
the government also shut banks in an effort to prevent more money
from leaving the country after talks with creditors collapsed,
The Times recounts.  Banks reopened on July 20, but restrictions
on money transfers and withdrawals remain in force, The Times
relays.

The resumption of trading in Athens was intended to be another
step toward normalcy, but instead, investors used the opportunity
to flee exposure to the Greek economy, The Times states.

Banking has been among the hardest-hit sectors of the Greek
economy, and lenders are dependent on emergency cash from the
European Central Bank to stay afloat, The Times notes.



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


* IRELAND: UK Construction Sector Insolvencies Hit Businesses
-------------------------------------------------------------
InsolvencyJournal.ie reports that trade credit insurer Atradius
warns Irish businesses are being hit by a wave of insolvencies in
the UK construction sector.

According to InsolvencyJournal.ie, the rate of insolvencies
within the sector in the first half of 2015 has been steady and
the volatility in the performance of the UK construction sector
is having a significant impact for traders in Ireland.

Atradius, which protects businesses from the risks of trading
both domestically and overseas, has seen a direct impact between
a spate of UK insolvencies and the number of Irish companies
facing trading losses, InsolvencyJournal.ie notes.

"The construction sector was particularly hit by the deep
recession and has not yet recovered.  While there are pockets of
improvement, construction output is still mixed, in part due to
funding constraints and also companies continue to be challenged
by rising costs and skill shortages.  Firms are continuing to
fail seven years on from the onset of the recession which is a
worrying trend for any supplier.  Looking forward, the British
construction sector has been given a 'poor' forecast in Atradius'
latest economic report with economic weakness continuing to
underpin the industry," InsolvencyJournal.ie quotes Simon Rocket,
Senior Manager for Risk Services at Atradius, as saying.

Stuart Ramsden, Country Manager for Atradius Ireland, as cited by
InsolvencyJournal.ie, said: "Since the construction downturn,
many Irish construction companies and suppliers have sought new
opportunities in the UK to achieve business growth.  However, the
sharp increase in construction insolvencies has led to a number
of Irish companies facing trading losses and left with invoices
unpaid.  Accordingly, Atradius has experienced a large increase
in the number of claims payments made to Irish construction
companies that trade into the UK.

"These are challenging times for businesses which are being
forced to obtain new contracts on low margins and suffering
significant losses which can have a damaging impact on cash flow
and the business as a whole.  As an export expert, Atradius has
been able to protect a large number of our customers from these
and many more insolvencies by insuring their trade.  In the
current environment, companies must be risk adverse and closely
look for the warning signs before they do business."



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


TELENET FINANCE: Moody's Assigns B1 Rating to EUR530MM 2027 Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Telenet Finance
VI Luxembourg S.C.A.'s ("Telenet Finance VI" or "the Issuer)
EUR530 million Senior Secured Notes due 2027. The rating outlook
is stable. The proceeds from the offering of the 2027 Notes will
be on-lent by the issuer to Telenet International Finance S.a
r.l. ("Telenet International Finance"), the bank borrowing entity
within the Telenet Group Holding NV ("Telenet", CFR at B1) group
of companies.

RATINGS RATIONALE

The B1 rating on the 2027 Notes is based on their claim on
Telenet through the on-lending of proceeds as an additional
tranche of the B1 rated senior secured credit facility at Telenet
International Finance in line with the existing tranches.

Telenet's B1 CFR is strongly positioned and continues to reflect
(i) the company's strong market position in the overall Belgian
digital TV and broadband markets as well as its leading market
shares for these services in Flanders; (ii) the competitive
benefits derived from its technologically advanced cable
networks; (iii) the company's continued solid operating trends
and substantial EBITDA margins and (iv) the growth potential of
the company's mobile and multiple play products. Ratings are
constrained by the company's significant leverage (at 4.6x
Debt/EBITDA as measured by Moody's at the end of March 31, 2015
on a last-twelve-months basis pro forma for the Base acquisition)
and our expectation that over time Telenet's leverage will
increase above 5.0x (as measured by Moody's) as Telenet's
leverage policy becomes more closely aligned with that of the
company's controlling shareholder Liberty Global. Liberty Global
manages leverage to the upper end of a 4-5x Net Debt/OCF
corridor. Telenet's ratings are also tempered by strong
competition, in particular from incumbent telco Proximus
(formerly Belgacom) and the challenge to hold the continued slow
decline in the company's video customer base.

RATIONALE FOR THE STABLE OUTLOOK

A stable rating outlook reflects our expectation that Telenet's
near-term operating performance will continue to develop broadly
in line with the company's guidance, supported by increase in
multiple play penetration and over time by the successful
integration of Base.

WHAT COULD CHANGE THE RATING - UP/DOWN

"We expect the company to remain strongly positioned in the B1
category. Upward rating pressure could develop if, inter alia,
the company demonstrates clear commitment to maintaining its
gross debt to EBITDA ratio below 5.0x (as calculated by Moody's)
and achieves positive free cash flow generation (as defined by
Moody's - post capex and dividends) on a sustained basis."

Negative ratings pressure could ensue if : (i) leverage moves
towards a ratio of 6.0x Gross Debt/ EBITDA (as adjusted by
Moody's) and/or the company experiences a marked deterioration in
operating performance; (ii) free cash flow (pre-dividend) turns
negative for a sustained period of time and (iii) liquidity
becomes constrained.

Telenet Finance VI Luxembourg S.C.A is a special purpose
borrowing vehicle, which is consolidated by Telenet Group Holding
NV. Headquartered in Mechelen, Belgium, Telenet Group Holding NV
is the largest provider of cable communications services in
Belgium. For the last twelve months period ending March 31, 2015,
it generated EUR1.7 billion in revenue and EUR897 million of
'adjusted' EBITDA, as reported by Telenet.



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


DRYDEN 39 EURO: Moody's Assigns (P)B2(sf) Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Dryden 39
Euro CLO 2015 B.V. (the "Issuer" or "Dryden CLO"):

EUR221,000,000 Class A-1 Senior Secured Floating Rate Notes due
2029, Assigned (P)Aaa (sf)

EUR16,895,000 Class A-2 Senior Secured Fixed Rate Notes due 2029,
Assigned (P)Aaa (sf)

EUR36,400,000 Class B-1 Senior Secured Floating Rate Notes due
2029, Assigned (P)Aa2 (sf)

EUR12,320,000 Class B-2 Senior Secured Fixed Rate Notes due 2029,
Assigned (P)Aa2 (sf)

EUR25,650,000 Class C-1 Mezzanine Secured Deferrable Floating
Rate Notes due 2029, Assigned (P)A2 (sf)

EUR1,350,000 Class C-2 Mezzanine Secured Deferrable Fixed Rate
Notes due 2029, Assigned (P)A2 (sf)

EUR22,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2029, Assigned (P)Baa3 (sf)

EUR24,000,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2029, Assigned (P)Ba2 (sf)

EUR13,000,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2029, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2029. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Pramerica
Investment Management Limited ("Pramerica"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

Dryden 39 Euro CLO 2015 B.V. is a managed cash flow CLO. At least
90% of the portfolio must consist of senior secured loans and
senior secured floating rate notes and up to 10% of the portfolio
may consist of unsecured loans, second-lien loans, mezzanine
obligations and high yield bonds. The bond bucket gives the
flexibility to Dryden CLO to hold bonds if Volcker Rule is
changed. The portfolio is expected to be 80% ramped up as of the
closing date and to be comprised predominantly of corporate loans
to obligors domiciled in Western Europe.

Pramerica will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR42.5m of subordinated notes, which will not
be rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Factors that would lead to an upgrade or downgrade of the rating:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. Pramerica's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
February 2014. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
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 or EL 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
encompasses the assessment of stressed scenarios.

Moody's used the following base-case modeling assumptions:

Par amount: EUR 400,000,000

Diversity Score: 43

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.10%

Weighted Average Recovery Rate (WARR): 41%

Weighted Average Life (WAL): 8 years

Moody's has analyzed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. For countries which are not member of the
European Union, the foreign currency country risk ceiling applies
at the same levels under this transaction. Following the
effective date, and given the portfolio constraints and the
current sovereign ratings in Europe, such exposure may not exceed
15% of the total portfolio. As a result and in conjunction with
the current foreign government bond ratings of the eligible
countries, as a worst case scenario, a maximum 15% of the pool
would be domiciled in countries with A3 local or foreign currency
country ceiling. The remainder of the pool will be domiciled in
countries which currently have a local or foreign currency
country ceiling of Aaa or Aa1 to Aa3. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class as further described
in the methodology. The portfolio haircuts are a function of the
exposure size to peripheral countries and the target ratings of
the rated notes and amount to 2.00% for the Class A-1, and A-2
notes, 1.25% for the Class B-1, and B-2 notes, 0.50% for the
Class C-1 and C-2 and 0% for Classes D, E, and F.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the provisional rating assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed Rate Notes: 0

Class B-1 Senior Secured Floating Rate Notes: -2

Class B-2 Senior Secured Fixed Rate Notes: -2

Class C-1 Mezzanine Secured Deferrable Floating Rate Notes: -2

Class C-2 Mezzanine Secured Deferrable Fixed Rate Notes: -2

Class D Mezzanine Secured Deferrable Floating Rate Notes: -1

Class E Mezzanine Secured Deferrable Floating Rate Notes: -1

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Class A-1 Senior Secured Floating Rate Notes: -1

Class A-2 Senior Secured Fixed Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -3

Class B-2 Senior Secured Fixed Rate Notes: -3

Class C-1 Mezzanine Secured Deferrable Floating Rate Notes: -4

Class C-2 Mezzanine Secured Deferrable Fixed Rate Notes: -4

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: -2

Class F Mezzanine Secured Deferrable Floating Rate Notes: -3

Further details regarding Moody's analysis of this transaction
may be found in the upcoming pre-sale report, available soon on
Moodys.com.


SENSATA TECHNOLOGIES: Moody's Affirms Ba2 CFR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has changed Sensata Technologies B.V.'s
rating outlook to negative from stable and affirmed all debt
ratings, including the Ba2 Corporate Family Rating.  The change
in outlook is to reflect Sensata's announcement that it has
reached an agreement to acquire Custom Sensors & Technologies'
(CST, B2 Stable) sensor businesses for a total enterprise value
of about $1 billion.  Moody's lowered the Speculative Grade
Liquidity Rating to SGL-3 from SGL-2.  CST's ratings, including
its B2 CFR, are unaffected by this action.

RATINGS RATIONALE

The change in Sensata's rating outlook to negative reflects
Moody's view that this acquisition will postpone the improvement
in Sensata's leverage ratios from the timing previously
anticipated.  For 2014, Sensata's leverage, on a Moody's adjusted
basis, was 4.6x but was anticipated to improve to around 3.6x by
mid 2016.  Moody's considered Sensata's leverage to be
temporarily elevated as a result of 2014's acquisition of
Schrader.  However, the synergies and cash flow generation post
the acquisition was to allow debt to be paid down and EBITDA to
grow as synergies were capitalized on.  Instead, this new
acquisition, if completed, will likely result in elevated
leverage well into 2016.

The rating is unlikely to be upgraded given the company's
willingness to make large acquisitions that add meaningful
leverage for an extended timeframe.  However, the outlook could
revert back to stable if it was to adopt a policy of more
conservative balance sheet management or if leverage was expected
to improve to below 4 times on a sustainable basis.

The rating could be downgraded if the acquisition is entirely
debt funded or if leverage was expected to remain over 4 times
for an extended period.  Free cash flow to debt under 10% or
EBITDA to interest below 4.5 times could also pressure the
rating.

Affirmations:
Issuer: Sensata Technologies B.V.
  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)

Downgrades:
Issuer: Sensata Technologies B.V.
  Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
   SGL-2

Outlook Actions:
Issuer: Sensata Technologies B.V.
  Outlook, Changed To Negative From Stable

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

Sensata Technologies B.V. is an indirect wholly-owned subsidiary
of Sensata Technologies Holding N.V., a globally diversified
manufacturer of sensors and controls products for mission
critical applications across a variety of end markets, including
automotive, aerospace, HVAC, and general industrial markets.  The
company's products include sensors measuring pressure, force, and
speed, and thermal and magnetic-hydraulic circuit breakers and
switches.  In October 2014, Sensata completed the acquisition of
Schrader International (August Cayman Intermediate Holdco, Inc.)
a manufacturer of Tire Pressure Monitoring Systems ("TPMS"),
Fluid Control Components and Tire Hardware & Accessories for the
automotive and industrial original equipment market and
aftermarket.  Annual revenues for 2014 were approximately
US$2.4 billion.


SNS REAAL: S&P Affirms, Then Withdraws 'BB+/B' Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB+/B' long- and short-term counterparty credit ratings on SNS
REAAL N.V., and subsequently withdrew them at the issuer's
request.

At the time of the withdrawal, the affirmation reflected S&P's
view that the wind-down of SNS REAAL is approaching its
conclusion.  On July 26, 2015, SNS REAAL announced that it had
completed the sale of its insurance business.  In addition, S&P
understands that the ownership of its operating bank, SNS Bank
NV, will shortly transfer to direct ownership by the Dutch State.

At the time of the withdrawal, the outlook was negative,
reflecting S&P's view that it do not expect the government to
provide the same level of support to the holding company as it
would to the bank operating entity, if needed again.

As a result of the withdrawal, SNS REAAL will no longer be
subject to surveillance by Standard & Poor's.



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


MECHEL OAO: Repays US$393,000 Loan Interest to Sberbank
-------------------------------------------------------
TASS reports that Russia's Sberbank representative on Aug. 3 said
in court that the bank is ready to reject part of its claim
against Mechel's subsidiaries in the amount of US$393,000 due to
the made payment.

According to TASS, the representative said the paid amount of
US$393,000 is the interest on the loan given to the company in
the amount of US$2.9 million.  The claim was against five Mechel
subsidiaries -- the Chelyabinsk Metallurgical Plant, Mechel-
Trans, Bratsk Ferroalloy Plant, Mechel-Service and Mechel Mining,
TASS discloses.

Mechel has not been able to reach an agreement with Sberbank,
TASS notes.

Sberbank CEO German Gref recalled that as of July 1, 2015, the
amount of overdue Mechel debt of subsidiaries to Sberbank is
about RUR12 billion (US$215.7 million) and the bank will take any
action necessary to protect its interests, including going to
court, TASS recounts.

Earlier, Sberbank announced its intention to initiate bankruptcy
procedures against three Mechel subsidiaries -- Chelyabinsk
Metallurgical Plant, the holding company and the Bratsk
Ferroalloy Plant, TASS relays.  And while in turn, Mechel issued
a statement that it hopes to resolve its conflict with Sberbank
out of court, on July 20, Sberbank won the court case against
Mechel and its subsidiary companies in the amount of RUR6.76
billion (US$118.5), TASS relates.  According to the court
decision, the amount in question shall be recovered from
Mechel-Trance, Bratsk Ferroalloy Plant, CMP and Mechel-Service,
TASS discloses.

Initially, the amount stated in the Sberbank court case amounted
to RUR3.8 billion (US$66.6 million) but the court increased the
amount during the course of the trial to RUR6.76 billion
(US$118.5 million), TASS notes.

Mechel is a Russian steel and coal producer.


SUNNY TIME: Put Under Provisional Administration
------------------------------------------------
The Bank of Russia, by its Order No. OD-1930 dated August 3,
2015, cancelled the license to carry out pension provision and
pension insurance of Non-Governmental Pension Fund JSC
Sunny Time.

The reasons to take this decision were as follows:

   -- violation of requirements stipulated by Federal Law
      No. 75-FZ, dated May 7, 1998, "On Non-Governmental Pension
      Funds" (hereinafter, Law No. 75-FZ) when managing pension
      savings by the Fund;

   -- failure to meet minimum amount of equity capital of the
      Fund as stipulated by Article 6.1 of Law No. 75-FZ;

   -- numerous violations of requirements of Federal Law No.
      115-FZ, dated August 7, 2001, "On Countering the
      Legalisation (Laundering) of Criminally Obtained Incomes
      and the Financing of Terrorism".

   -- Due to cancelling of the license, by its Order No. OD-1931,
      dated August 3, 2015, the Bank of Russia appointed a
      provisional administration to manage the Sunny Time.

The Bank of Russia shall reimburse the pension savings to the
insured persons in the amount and in the manner stipulated by the
laws of the Russian Federation.


URALOBORONZAVODSKY: Put Under Provisional Administration
--------------------------------------------------------
The Bank of Russia, by its Order No. OD-1926, dated August 3,
2015, cancelled license to carry out pension provision and
pension insurance of Non-Profit Organisation Non-Governmental
Pension Fund Uraloboronzavodsky.

The reasons to take this decision were as follows:

   -- violation of requirements stipulated by Federal Law No.
      75-FZ, dated May 7, 1998, "On Non-Governmental Pension
      Funds"  when managing pension savings by the Fund;

   -- repeated violations within a year of requirements for the
      dissemination, submission or disclosure of information
      stipulated by federal laws and related regulations of the
      Russian Federation;

   -- failure to comply with the Bank of Russia's instruction to
      remedy the violations of the laws related to the pension
      savings investment arrangements.

   -- Due to cancelling of the license, by its Order No. OD-1927,
      dated August 3, 2015, the Bank of Russia appointed a
      provisional administration to manage Uraloboronzavodsky.

The Bank of Russia shall reimburse the pension savings to the
insured persons in the amount and in the manner stipulated by the
laws of the Russian Federation.



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


OSCHADBANK: Bondholders Back US$13-Bil. Debt Restructuring Deal
---------------------------------------------------------------
Natasha Doff and Daryna Krasnolutska at Bloomberg News reports
that bondholders of State Savings Bank of Ukraine, known as AT
Oschadbank, voted in favor of changing terms on US$1.3 billion of
debt as negotiations continue on restructuring a further US$19
billion of sovereign securities.

According to Bloomberg, Chief Executive Officer Andriy Pyshnyi on
Aug. 3 said creditors of the bank agreed to push back maturity
dates by seven years and increase coupons on two bonds and a
subordinated loan.  More than 90% of bondholders were in favor of
the new terms, Bloomberg notes.

Oschadbank follows State Export-Import Bank of Ukraine in pushing
through a restructuring deal after the country was set the task
of saving US$15.3 billion in debt-servicing costs by the
International Monetary Fund in February, Bloomberg relays.
Neither agreement asks for a writedown to principal, a condition
the Finance Ministry is trying to impose on the Franklin
Templeton-led creditor group negotiating with the sovereign,
Bloomberg discloses.

Under the agreement, coupons will be raised to 9.375% on the
bank's bonds maturing in March 2016 and 9.625% on securities due
in March 2018, Bloomberg says.  The statement said the principal
will be repaid in installments starting 2019 for the 2016 notes
and 2020 for the 2018 bonds, Bloomberg relates.

Ukraine's Finance Ministry announced in March that Oschadbank,
Ukreximbank and Ukrainian Railways debt would be subject to less
stringent restructuring conditions than the sovereign due to
their strategic role in the economy, Bloomberg recounts.

State Savings Bank of Ukraine, known as AT Oschadbank, is
Ukraine's third-biggest bank.



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


BARCLAYS PLC: Moody's Rates Tier 1 Notes "(P)Ba2(hyb)"
------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2(hyb) rating to
the high trigger additional Tier 1 (AT1) notes issued by Barclays
plc (Barclays, Baa3/Stable).

This perpetual non-cumulative AT1 securities rank pari passu with
the most senior class of preference shares and existing mandatory
convertible notes of Barclays and senior to ordinary shares.
Coupons may be cancelled on a non-cumulative basis at the
issuer's option, and on a mandatory basis subject to the
availability of distributable items and regulatory discretion.
The principal of the security will be converted into Barclays
ordinary shares if Barclays' fully loaded consolidated Basel III
Common Equity Tier 1 (CET1) capital ratio falls below 7%.

RATINGS RATIONALE

The (P)Ba2(hyb) rating assigned to the security is based on
multiple risks including the likelihood of Barclays' capital
ratio reaching the conversion trigger, the likelihood of coupon
suspension on a non-cumulative basis, the probability of a bank-
wide failure and loss severity, if any or all of these events
occur.  Moody's assesses the probability of a trigger breach
using an approach that is model-based, incorporating the firm's
creditworthiness, its most recent CET1 level, and qualitative
considerations particularly with regard to how the bank may
manage its CET1 level on a forward-looking basis.  Moody's
approach to rating high-trigger contingent capital securities is
described in its "Banks" rating methodology, published in March
2015.

Barclays Bank plc (Barclays Bank) has a Baseline Credit
Assessment (BCA) of baa2, which incorporates the bank's overall
intrinsic credit strength and the most recently published group-
level fully loaded Basel III CET1 ratio, which was 11.1% at end-
June 2015. Barclays Bank's BCA, the group fully loaded CET1 ratio
and some forward-looking assumptions on its regulatory ratio were
used as inputs to the model, which corresponds to an output of
Ba2(hyb).

The model output was then compared to the issuer's non-viability
security rating, Ba2(hyb), which is positioned based on Moody's
advanced Loss Given Failure (LGF) analysis and also captures both
the probability of impairment associated with non-cumulative
coupon suspension as well as the probability of a bank failure.
Therefore, the "high trigger" security rating is not constrained
by the bank's non-viability security rating.  In addition,
Moody's ran a model sensitivity analysis on Barclays that factors
in changes to the Group-level CET1 ratio.  The outcome of this
sensitivity analysis confirms that a Ba2(hyb) rating is resilient
under the main plausible scenarios.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating of the Barclays AT1 note could be upgraded if the
bank's BCA baa2 is raised more than a notch or if the bank
materially improves its CET1 ratio.

Conversely, downward pressure on the rating of this instrument
could develop if Barclays' BCA was adjusted downward or if fully
loaded CET1 ratio were to decline.  In addition, Moody's would
also reconsider the rating in the event of an increased
probability of a coupon suspension.

The principal methodology used in this rating was Banks published
in March 2015.


CARROS UK: S&P Puts 'B' CCR on CreditWatch Negative
---------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Carros UK HoldCo Ltd., including S&P's 'B' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement follows CST's announcement that it is
selling its sensing portfolio to Sensata for about US$1 billion,"
said Standard & Poor's credit analyst Jaissy Lorenzo.

S&P expects that all of CST's outstanding rated debt could be
repaid as part of this transaction.  The transaction is subject
to regulatory approval.  CST expects the transaction to close in
the fourth quarter of 2015 or early in 2016.

At this time, S&P believes that there is some risk that it will
assess CST's remaining portfolio as not having the business risk
profile and capital structure to support S&P's 'B' corporate
credit rating on the company.  S&P do not know what CST's
specific capital structure will be after the transaction.  It is
also unclear how the company's business risk profile will be
affected by the transaction.

If CST's outstanding rated debt is repaid as part of the
transaction, S&P will likely withdraw all of its issue-level
ratings on the company.  If the transaction is not completed, S&P
would likely affirm the ratings and remove them from CreditWatch.
S&P expects to resolve the CreditWatch placement after it
evaluates the business and financial impact of the transaction,
the financing details, and management's financial policies and
capital structure.


CPUK FINANCE: S&P Assigns 'B (sf)' Rating to Class B2 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B (sf)' credit
rating to CPUK Finance Ltd.'s class B2 notes.

The transaction is part of the acquisition of the Center Parcs
group by an affiliate of Brookfield Asset Management, which
closed today.  This is considered a change of control under the
class B notes' issuer/borrower loan agreement.  Following the
acquisition, the borrowing group is required to offer to
repurchase all or any part of the class B notes at a price of
101% of the aggregate principal amount of the notes' repurchase,
plus accrued interest.

In order to comply with the terms of the class B notes' financing
document, a tender offer was made to the class B noteholders on
July 20, 2015.  Today, the tendered class B notes were purchased
by the borrowing group.  This purchase was funded as part of the
multi-stage process that includes CPUK Finance's issuance of its
class B2 notes.

Prior to the acquisition of the Center Parcs group by an
affiliate of Brookfield Asset Management, exchangeable notes were
issued by an issuer (Bidco; purchaser and exchangeable note
issuer), an entity separate from CPUK Finance, and the proceeds
from the issuance of exchangeable notes were retained in an
escrow account. The exchangeable noteholders only had security
granted, under an exchangeable note issuer deed, over the escrow
account and did not have security over any assets of the
borrowing group.

There was a mandatory exchange of the exchangeable notes for the
class B2 notes, which were issued by CPUK Finance (the issuer).
The class B2 notes' security package now includes the operating
assets of the borrowing group, granted under the issuer deed of
charge.  In addition, the class B2 notes have indirect benefit
over all of the shares CP Cayman Midco 2 Ltd. (Topco) (the
topmost entity in the securitization group outside of the
corporate securitization) holds in the securitization group.

A refinancing deed prescribes -- following the execution of a
trigger notice by Topco -- the steps needed to effect:

   -- The disbursement of the funds in the escrow account: A
      portion of the funds in the escrow account was disbursed to
      the issuer and the remaining portion was released to fund
      the acquisition payment to Blackstone.  The redemption of
      the exchangeable notes: The exchangeable notes held by the
      issuer were redeemed by the exchangeable note issuer in an
      amount equaling the cash consideration received from the
      escrow account.

   -- The establishment of the class B2 loan: The remaining
      exchangeable notes were transferred from the issuer to
      Center Parcs (Operating Company) Ltd. (CP [Opco]) and CP
      Woburn Operating Company Ltd. (CP Woburn Opco) and the cash
      proceeds received by the issuer were drawn down to the
      borrowers, thereby establishing the class B2 loan in an
      aggregate amount of GBP560 million.

Furthermore, the refinancing deed required that the exchangeable
notes transferred to CP (Opco) and CP Woburn Opco be used in a
refinancing of certain intercompany loans, whereby consideration
was given to the exchangeable notes as they were ultimately used
for dividend payments from Topco and CP (Opco) to CP Cayman Midco
1 Ltd.  Once the exchangeable notes were owned by CP Cayman
Midco, they were distributed to Bidco as an offset to amounts due
under an intercompany loan, at which point Bidco redeemed the
exchangeable notes.

The borrowers used the borrowed funds both to purchase the class
B notes that were tendered (with a commensurate portion of the
class B loan being discharged by the issuer), and to redeem the
remaining portion of the class B loan.  The issuer delivered the
tendered notes purchased by the borrowers to the principal paying
agent for cancellation.  The issuer placed the funds from the
redemption of the class B loan (in an amount to cover the
prepayment price, accrued interest, and additional amounts) into
a prefunding account to repay the untendered class B notes after
the expiration of the redemption notification period.  This will
be 30 days after today (expected Sept. 2, 2015).  The funds in
the prefunding account are only for the benefit of the class B
noteholders, with security granted under a third supplemental
issuer deed of charge.  The operation of the prefunding account
is controlled by an amended (second) and restated issuer cash
management agreement.

The class B2 notes rank pari passu with any further class B notes
issued and are subordinated to the class A notes.

The class B2 notes do not benefit from a liquidity facility (it
only covers interest on the class A notes).  In corporate
securitization transactions, one of S&P's primary assumptions is
that the issuer is able to survive the insolvency of the
borrowing group without defaulting.  In order to make that
assumption, an appropriately sized liquidity facility is
necessary in order for the issuer to make timely payments to the
noteholders, as well as any other obligations that are senior in
the waterfall to the notes.

The class B2 notes are structured as a bullet note due in
February 2042, but with interest and principal due and payable to
the extent received under the B2 loan.  Therefore, if the B2 loan
is repaid at the expected maturity date (August 2020), the class
B2 notes will be redeemed three days later.  However, S&P's
analysis focuses on scenarios in which the loans underlying the
transaction are not refinanced at their maturities.  Under the
terms and conditions of the class B2 loan, if the loan is not
repaid on its expected maturity date (August 2020), interest will
no longer be due and will be deferred.  The deferred interest,
and the interest accrued thereafter, becomes due and payable on
the maturity of the class B2 loan in 2042.  S&P therefore
considers the class B2 notes as deferring accrued interest after
their expected maturity date and receiving no further payments
until all of the class A debt is fully repaid.

It is possible that the deferability of interest would mitigate
the risk that the issuer will not, in the absence of a liquidity
facility, survive the insolvency of the borrowing group without
defaulting on the class B2 notes.  However, in the transaction's
tail period, an insolvency of the borrowing group would affect
the ability of the issuer to repay the class B2 notes.  Given
that S&P typically looks for a liquidity facility to cover debt
service over a period of 18 to 24 months (depending on certain
factors), S&P's view is that, in the absence of a liquidity
facility, the issuer is still at risk of default if the class B2
notes are outstanding in the final few years leading up to the
legal final maturity on the notes at rating categories above that
of the borrowing group.  Furthermore, a liquidity facility in a
transaction that relies upon a cash sweep typically does not
cover principal payments.  Therefore, when S&P assess the
likelihood of repayment for deferrable notes, it may look for
both the deferred interest and the full principal to be repaid
prior to the final few years leading up to the legal final
maturity on the notes.  As a result, S&P's rating on the class B2
notes is limited by the borrowing group's creditworthiness.  S&P
has therefore assigned its 'B (sf)' rating to the class B2 notes.

The class B2 notes have several features that improve credit
quality compared with the notes they are refinancing:

   -- Issuer requirement to pay the class B2 notes' interest and
      principal only to the extent received under the B2 loan.
      This removes potential note events of default on redemption
      of the senior debt, providing a longer tail period to fully
      repay accrued interest and principal.  The borrowing
      group's general covenants, which are related to the control
      of assets and liabilities, can survive the redemption of
      the class A debt.  This extends the covenants that are in
      place while the class A debt is outstanding to the
      transaction's full life.

   -- Improved pricing, which reduces the amount of interest up
      to the expected maturity date.

However, the class B2 notes have the following key weaknesses
compared with the class A notes and other corporate
securitizations that S&P rates through the borrowing group's
insolvency:

   -- The class B2 notes do not have the benefit of a liquidity
      facility.

   -- Despite the pass-through nature of the notes and the
      deferability of the interest payments, the ability to rate
      through insolvency of the borrowing group is limited,
      particularly in the transaction's tail period when S&P
      anticipates that the class B2 notes will be outstanding
      under its rating category stresses.

CPUK Finance's primary sources of funds for principal and
interest payments on the notes are the loan interest and
principal payments from the borrowing group, amounts available
from the liquidity facility (for the class A notes only), and
payments from Topco under the Topco payment undertaking (for the
class B2 notes only).

The transaction will likely qualify for the appointment of an
administrative receiver under the U.K. insolvency regime.  An
obligor default would allow the noteholders to gain substantial
control over the charged assets prior to an administrative
receiver's appointment, without necessarily accelerating the
secured debt, both at the issuer and the borrowing group levels.

S&P's rating on the class B2 notes reflects the borrowing group's
"satisfactory" business risk profile, the assets' strong
performance and cash flow generating potential, and any
structural protections available to the noteholders.

The transaction blends a corporate securitization of the
operating business of the Center Parcs group with a subordinated
high-yield issuance.

A change in S&P's assessment of the company's business risk
profile would likely lead to a rating action.  S&P would test the
cash flow under harsher stresses if, in its view, the business
risk profile was to weaken.

S&P would consider lowering its assessment of the business risk
profile if it was expecting continuing reductions in occupancy
levels, leading to lower accommodation income and lower on-site
spending.  This could result, for example, from an increased
price elasticity of demand in the relevant socioeconomic
groupings (stemming from lower disposable income) under a long-
term recession in the U.K., changing market trends, or loss by
Center Parcs of its reputation.

S&P's assessment of Center Parc's business risk profile is
constrained by the relatively small size of the business when
compared with other leisure sector operators and the business's
geographical concentration with exposure to one country's economy
only.  However, S&P could consider revising its assessment if the
transaction demonstrated continued generation of EBITDA and gross
margins.

RATINGS LIST

Rating Assigned

CPUK Finance Ltd.
GBP2.07 Billion Fixed-Rate Secured Notes

Class                Rating            Amount
                                     (mil. GBP)

B2                   B (sf)             560.0


IENERGIZER LIMITED: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
senior secured bank credit facility ratings of iEnergizer Limited
to B3 from B2. At the same time, Moody's has placed the ratings
under review for further downgrade.

RATINGS RATIONALE

"The rating action follows iEnergizer's weak earnings for the
fiscal year ended 31 March 2015 (FY2015) that required an equity
cure to prevent a covenant breach, and the unexpected resignation
of its chief financial officer, Neil Campling," says
Kaustubh Chaubal, a Moody's Vice President and Senior Analyst.

The ratings remain under review for further downgrade because,
without a significant expansion of its EBITDA, the company will
struggle to remain compliant with its tight covenants.

"The likelihood of a covenant breach has increased; a failure to
cure any covenant breaches would result in an event of default
which, if triggered, will result in an acceleration of repayment
of the bank facilities," adds Chaubal, who is also the Lead
Analyst for iEnergizer.

iEnergizer's results for FY2015 were weaker than Moody's had
expected. The company reported revenues of $139 million and
EBITDA of US$29.1 million, down 10% and 35% respectively from the
previous year.

The weak performance in FY2015 was attributed to its mainstay and
historically profitable digital content business that reported a
21% revenue decline and an operating loss. The poor performance
of the digital content business was due to: 1) a rapid decline in
its highly profitable XBRL project; 2) lower growth in its
banking, financial services and insurance vertical; 3) loss of a
digital solutions customer that was the subject of a takeover
leading to the movement of business to its own captive solution,
and 4) a change in its customers' businesses.

While iEnergizer reduced its reported debt to US$109 million
following the equity cure applied towards debt retirement -- down
from US$112 million in March 2015 and US$124 million in March
2014 -- its weak operating performance will continue to pressure
the ratings as the company struggles to comply with its tight
covenants.

To comply with its leverage covenant of 3.5x at March 2015, the
company raised US$3.3 million by issuing fresh equity and applied
the same towards debt reduction. The covenant tightened to 3.35x
in June 2015 and will further tighten to 2.95x by March 2016. To
meet this requirement, iEnergizer will need to improve its
operating performance with EBITDA above US$33 million in FY2016.

Pressure on iEnergizer's ratings is further exacerbated by its
weak liquidity. It had a small cash balance of US$13 million at
March 31, 2015 and lacks a committed working capital facility.

The ratings could also come under downward pressure if iEnergizer
adopts an overly aggressive acquisition policy.

Moody's is also concerned about the lack of stability in the top
management of the company, as reflected in the resignation of its
CEO Anand Nataraj in December 2014 and the resignation of its CFO
Neil Campling in July 2015. Departures in the top management team
at such frequent intervals is alarming at a time when the company
needs to grow its business amid a challenging operating
environment. Moody's expects iEnergizer to be increasingly
dependent on its founder promoter Mr. Anil Aggarwal until the CEO
and CFO positions are filled in.

The ratings review will focus on the resolution of iEnergizer's
tight covenant position under its loan facilities and the
company's operating performance while it conducts its search for
a new CEO and CFO.

The ratings could be downgraded if iEnergizer fails to obtain a
relaxation of its covenants or if it fails to achieve cumulative
EBITDA of $30 million over a 12-month period, such that its
covenant headroom remains tight.

The ratings could be maintained at B3 if: (1) iEnergizer
successfully renegotiates its bank facilities and obtains
relaxations under its current tight bank covenants, increasing
its headroom under the covenants; (2) the company raises equity
and applies the proceeds towards debt reduction, thus expanding
its headroom under the covenants; or (3) the company secures new
contracts, such that EBITDA falls within the range of $35-$40
million.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in December 2014.

iEnergizer Limited is an international business process
outsourcing company, incorporated in Guernsey. It is listed on
the London Stock Exchange's Alternative Investment Market. EICR
Cyprus Ltd., ultimately owned by Mr. Anil Aggarwal, the founder
and non-executive director of the company, holds 80.41% of
iEnergizer.

iEnergizer is primarily engaged in the business of call center
operations, business process outsourcing services, content
delivery services and back office services.

After the company acquired Aptara Inc. in February 2012 for $150
million, it expanded its business services to include the
provision of content process outsourcing solutions, as well as
the delivery of a comprehensive offering for the transformation
and management of content such as text, audio, video and graphic
files.

At March 31, 2015, 13,424 employees -- including subcontracted
staff -- worked for iEnergizer from delivery centers in India,
the US, UK, Mauritius, Australia and France. It reported revenues
totaling US$139 million during the year ended March 31, 2015 and
pre-tax income of US$8.6 million.


ROYAL BANK: S&P Assigns 'B' Rating to Add'l. Tier 1 Capital Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B' long-term issue rating to the proposed perpetual subordinated
contingent convertible additional Tier 1 (AT1) capital notes to
be issued by The Royal Bank of Scotland Group PLC (RBSG;
BBB-/Stable/A-3).  The rating is subject to S&P's review of the
notes' final documentation.

This is RBSG's first AT1 issuance.  S&P understands that, similar
to past issuance by U.K. bank non-operating holding companies,
the AT1 issuance will be compliant with the EU's latest capital
requirements directive (CRD IV), which implements Basel III in
the EU.  Also, S&P understands that the notes will rank senior to
ordinary shares, but will be subordinated to more senior debt,
including RBSG's Tier 2 debt.

In accordance with S&P's criteria for hybrid capital instruments,
the 'B' issue rating reflects S&P's analysis of the proposed
instrument and its assessment of the stand-alone credit profile
(SACP) of the main operating entity of the consolidated RBS group
(RBS; Royal Bank of Scotland PLC; BBB+/Stable/A-2).

The 'B' issue rating stands six notches below the 'bbb' SACP of
RBS.  S&P derives this six-notch difference:

   -- One notch for subordination;

   -- Two notches for Tier 1 regulatory capital status;

   -- One notch because the instrument can be converted into
      ordinary shares, which are junior to all other creditors in
      a liquidation;

   -- One notch because we assume that the specified regulatory
      capital ratio for RBSG will be in the range of 301-700
      basis points above the 7.0% mandatory conversion trigger
     (which is the fully loaded common equity Tier 1 (CET1) Basel
      III ratio) over the next 18-24 months.  As of June 30,
      2015, the reported CET1 ratio was 12.3%.  S&P believes that
      this ratio on each of the reporting dates over the next
      18-24 months is unlikely to drop below 10%, but if it did
      S&P would consider widening this notching by an additional
      notch to reflect the reduced buffer over the trigger level;

   -- One notch because the issuer is the non-operating holding
      company.

S&P expects to assign "intermediate" equity content to the notes
because they meet the conditions under S&P's criteria, as they
are perpetual, with a call date expected to be five or more years
from issuance, they do not contain a coupon step-up, and they
have loss-absorption features on a "going-concern" basis as the
bank has the flexibility to suspend the coupon at any time.


THRONES 2015-1: Fitch Assigns 'BB-(EXP)sf' Rating to Cl. E Notes
----------------------------------------------------------------
Fitch Ratings has assigned Thrones 2015-1 plc's notes expected
ratings, as follows:

Class A: 'AAA(EXP)sf', Outlook Stable
Class B: 'AA(EXP)sf', Outlook Stable
Class C: 'A(EXP)sf', Outlook Stable
Class D: 'BBB(EXP)sf', Outlook Stable
Class E: 'BB-(EXP)sf', Outlook Stable

Final ratings are contingent on the receipt of final documents
conforming to the information already received.

The transaction is a GBP302 million securitization of non-
performing and re-performing UK mortgage loans originated by
multiple non-conforming UK lenders (13 in total). The major
proportions were originated by Future Mortgages (49.0%), Victoria
Mortgages (14.5%) and Heritable (14.0%), and subsequently
purchased by Mars Capital Finance Limited (Mars).

The expected ratings are based on Fitch's assessment of the
underlying collateral, available credit enhancement, the
origination and underwriting procedures used by the originators,
the servicing capabilities of Mars and the transaction's
financial and legal structure.

KEY RATING DRIVERS

Non-performing and Re-performing Loans

The majority of loans in the portfolio (72.1%) have been three-
months plus (3m+) in arrears at some point during the past five
years; 51.5% have been 3m+ during the past two years and 25.5% of
loans in the pool are currently in 3m+ arrears. Given the
relatively recent instances of high arrears in the pool, the
agency has based its foreclosure frequency assumptions on the
worst arrears suffered by each loan in the preceding two-year
period.

Analysis of Claw-back Risk

The pool consists of loans originated from a total of 13
different non-conforming originators, many of which are now
insolvent or liquidated. Fitch has reviewed the portfolio
acquisition history and relationships between the buying and
selling parties and the agency believes the potential risk of
assets being clawed-back into the respective insolvency estates
is remote.

Detailed Pool Review

Fitch performed an extended review of the mortgage portfolio due
to the high level of expected losses and the unrated nature of
the representations and warranties provider. The review included
an extended file review of over 50 loans. In addition, a 100%
audit was conducted by a third party on key loan attributes such
as legal title, loan balances and valuations. The review showed
that in general, the key information was present and no material
errors were identified.

Updated Valuations

Mars provided updated drive-by valuations for all loans in the
portfolio. The updated valuations were used by Fitch as the basis
for deriving its foreclosure frequency and recovery rate
assumptions. Historical repossession data showed the updated
valuations to be more accurate than indexed original valuations.
Fitch views the use of the updated valuations as core to its
analysis, especially given that the agency expects very high
levels of defaults to occur.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels greater than
Fitch's base case expectations, which in turn may result in
negative rating actions on the notes. Fitch's analysis revealed
that a 30% increase in the weighted average (WA) foreclosure
frequency, along with a 30% decrease in the WA recovery rate,
would imply a downgrade of the class A notes to 'AAAsf' from
'BBBsf'.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

Mars has provided most of the key fields required for the loan-
level analysis. However, it was unable to provide CCJ data for
453 cases and could not provide prior arrears data for a further
464 cases. Where the data was not provided, the agency has
assumed that the loans were all set to the highest class of
CCJs/prior arrears. This increased the default probabilities for
any loans where the data was missing.

The agency typically calculates the sustainable (sLTV) using the
balance at the time of the most recent advance and the valuation
corresponding to that date. For every loan it has purchased, Mars
also conducts a drive-by 'audit' valuation. Given that the
portfolio comprises loans from multiple originators and due to
the loans being very seasoned, Fitch chose to use the drive-by
valuations as the basis for determining the sLTV and the current
LTVs in its analysis. The agency has deemed this approach
specifically relevant to the Thrones loan pool, on account of the
very high foreclosure frequencies and the consequent reliance on
recovering proceeds from sold possessions.

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, which indicated no adverse
findings material to the rating analysis.

The collateral review of the mortgage portfolio also involves
reviewing loan-by-loan loss severity information on the
originator's sold repossessions, during which, the agency
determines the originator's experienced loss severity rate and
quick sale adjustment (QSA). Fitch received a limited sample of
loan-by-loan repossession data for 49 buy-to-let and 47 owner-
occupied properties. The calculated QSA was 6.2%, which is far
lower than Fitch's criteria assumptions, but this figure is based
upon '90-day' drive-by valuations, which are intended to
represent value of a property to be sold within 90 days after the
repossession date. Given the fairly limited size of the sample
provided, the agency assumed a QSA of 10%, which included a
cushion.

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

SOURCES OF INFORMATION

The information below was used in the analysis.
-- Loan-by-loan data provided by Mars as at 30 June 2015
-- Loan enforcement details provided by Mars as at 30 June 2015
-- Loan performance data provided by Mars as at 31 May 2015

MODELS

The models below were used in the analysis. Click on the link for
a description of the model.

ResiEMEA
http://www.fitchratings.com/jsp/creditdesk/ToolsAndModels.faces?c
ontext=2&detail=135

EMEA Cash Flow Model
http://www.fitchratings.com/web_content/pages/sf/emea-cash-flow-
model.htm


THRONES 2015-1: S&P Assigns Prelim. BB Rating to E-Dfrd Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Thrones 2015-1 PLC's class A notes and to the
interest-deferrable class B-Dfrd to E-Dfrd notes.  At closing,
Thrones 2015-1 will also issue unrated residual certificates.

S&P's preliminary ratings on the class A notes address timely
payment of interest and the ultimate repayment of principal on,
or before, the legal final maturity date of the notes.  S&P's
preliminary ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, and E-
Dfrd notes address the ultimate repayment of interest and
principal on, or before, legal final maturity.

Under the transaction documents, the issuer can defer interest
payments on the class B-Dfrd to E-Dfrd notes.  Consequently, any
deferral of interest on the class B-Dfrd to E-Dfrd notes would
not constitute an event of default.

At closing, the issuer will purchase the beneficial interest in a
portfolio of U.K. residential mortgage loans from the beneficial
title seller (Dominions Mortgages Ltd.), using the proceeds from
the issuance of the rated notes and the unrated residual
certificates.  At closing, the issuer will use the proceeds from
a reserve subordinated loan to fund a general reserve fund and
liquidity reserve fund at 2% and 4%, respectively, of the initial
portfolio balance.

As the beneficial title seller is a special-purpose entity (SPE),
it has limited resources to meet its financial obligations.  In
S&P's view, this limits the value of the seller's representations
and warranties to the issuer.  S&P considers the package of
representations and warranties to be nonstandard.  S&P has
therefore increased its weighted-average foreclosure frequency
estimates to address this risk.

A pool of reperforming nonconforming loans secured by first-
ranking mortgages over properties in England, Wales, Scotland,
and Northern Ireland back the notes.

The GBP297.7 million pool (principal balance as of June 30, 2015)
comprises mostly loans made to nonconforming borrowers, who have
self-certified their income or are otherwise considered by banks
and building societies to be non-prime borrowers, or who are
applying the mortgage loan to purchase buy-to-let properties.
The pool also includes loans made to borrowers who may have
previously been subject to a county court judgment (CCJ), or the
Scottish equivalent, an individual voluntary arrangement, or
bankruptcy order.

Within the pool, 42.2% of the loans are delinquent for more than
one month.  In particular, according to the loans status assigned
by the servicer, 1.1% are already in a repossession or eviction
phase, 11.9% have already received a possession order, 1.1% of
the loans are in Law of Property Act (LPA) receivership, and
12.0% have a suspended possession order in place with certain
court-directed payment requirements.

The mortgage loans are owned by Dominions Mortgages (as
beneficial title holder) and Mars Capital Finance Ltd. (as legal
title holder).  Mars Capital Finance will also be the
transaction's servicer.

The originators of the securitized portfolio are either in
liquidation, administration, or dissolved (Heritable Bank PLC,
Edeus Mortgage Creators Ltd., Victoria Mortgage Funding Ltd., and
Citibank Trust Ltd.) or have ceased to lend (Mortgages PLC,
Mortgages 1 Ltd., Wave Lending Ltd., Amber Homeloans Ltd.,
Associates Capital Corporation PLC (now CitiFinancial Europe
PLC), Future Mortgages Ltd., Rooftop Mortgages Ltd., and Southern
Pacific Mortgage Ltd.).  Mars Capital Finance, through its own
platform (Magellan), is the only active lender in the pool.

S&P's preliminary ratings reflect its assessment of the
transaction's payment structure, cash flow mechanics, and the
results of S&P's cash flow analysis to assess whether the notes
would be repaid under stress test scenarios.  Subordination, the
general reserve fund, and at the end of the transaction's life,
the amount of the liquidity reserve funded at closing, provide
credit enhancement to the notes that are senior to the unrated
residual certificates.  Taking these factors into account, S&P
considers the available credit enhancement for the rated notes to
be commensurate with the preliminary ratings that S&P has
assigned.

RATINGS LIST

Thrones 2015-1 PLC

British Pound Sterling-Denominated Mortgage-Backed Floating-Rate
Notes and Unrated Residual Certificates

Class           Prelim.          Prelim.
                rating        class size
                                     (%)

A               AAA (sf)           49.00
B-Dfrd          AA (sf)            10.50
C-Dfrd          A (sf)              7.50
D-Dfrd          BBB (sf)            7.50
E-Dfrd          BB (sf)             4.50
RC              NR                 21.00

Drfd--Interest deferrable.
RC--Residual certificates.
NR--Not rated.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *