---

        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

            Friday, October 2, 2015, Vol. 16, No. 195

                            Headlines

G E R M A N Y

DEUTSCHE FORFAIT: Cologne Court Approves Insolvency Petition
SCOUT24 AG: S&P Puts 'B' CCR on CreditWatch Positive
TRIONISTA TOPCO: Moody's Raises CFR to B1, Outlook Stable


G E O R G I A

CARTU BANK: Fitch Assigns 'B+' IDR, Outlook Stable


G R E E C E

* Moody's Confirms Ratings on 19 Tranches in 8 Greek Transactions


I C E L A N D

KAUPTHING BANK: Creditors to Pay ISK120BB Stability Contribution


I R E L A N D

TAURUS 2015-3: Moody's Assigns B3 Rating to Class F Notes


I T A L Y

WASTE ITALIA: Moody's Cuts Corporate Family Rating to B3


N E T H E R L A N D S

QUEEN STREET I: Moody's Affirms Ba3 Rating on Class E Notes


P O L A N D

KOMPANIA WEGLOWA: Poland to Tap Two Utilities in Rescue Plan


R U S S I A

BANK RSB 24: Moody's Cuts Deposit Ratings to Caa1, Outlook Neg.
BANK RSB 24: Moody's Cuts National Scale Rating to 'Ba3.ru'
CREDIT UNION: S&P Affirms 'BB-/B' Counterparty Credit Ratings
TRANSAERO AIRLINES: Russia Won't Rule Out Bankruptcy


S L O V E N I A

NAFTA PETROCHEM: Methanol Buys Key Assets for EUR5.6 Million
TELEKOM SLOVENIJE: Moody's Confirms Ba2 CFR, Outlook Negative


S P A I N

DEOLEO SA: Moody's Cuts Corporate Family Rating to 'B3'
ENCE ENERGIA: S&P Affirms 'BB-' CCR & Revises Outlook to Stable


U N I T E D   K I N G D O M

CARE UK: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
COOPER GAY: Moody's Continues Review of B3 CFR for Downgrade
DANIEL STEWART: Fails to File Annual Accounts, Shares Suspended
HASTINGS INSURANCE: Moody's Puts B2 Ratings on Review for Upgrade
HASTINGS INSURANCE: Fitch Affirms 'B+' IDR, Outlook Stable

STONEGATE PUB: Moody's Affirms 'B2' CFR, Outlook Stable


X X X X X X X X

* European Gaming Faces Major Shakeup From M&A, Fitch Says
* BOOK REVIEW: Competitive Strategy for Health Care Organizations


                            *********


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


DEUTSCHE FORFAIT: Cologne Court Approves Insolvency Petition
------------------------------------------------------------
The Board of Management of DF Deutsche Forfait AG was advised by
the Cologne local court that its application for the opening of a
"Schutzschirmverfahren in Eigenverwaltung" (a three-month phase of
creditor protection with debtor-in-possession status) had been
approved.

During the three-month Schutzschirmverfahren period, the company
is protected from foreclosures and other enforcement measures by
creditors and retains its capacity to conduct business.  Moreover,
the Board of Management is free to move forward with the company's
financial restructuring launched some time ago and is now in a
position to implement the restructuring programm using the legal
instruments available during the Schutzschirmverfahren period.

The local court has appointed Cologne-based lawyer
Dr. Joerg Nerlich as insolvency monitor.  DF Deutsche Forfait AG
has retained insolvency experts BBL Bernsau Brockdorff as legal
counsel.

DF Deutsche Forfait AG is a German provider of trade finance
solutions.


SCOUT24 AG: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating on the Germany-based online classified
provider Scout24 AG on CreditWatch with positive implications.
S&P also placed on CreditWatch positive its 'B' issue rating on
the company's existing senior secured debt.  The recovery rating
remains at '4', reflecting meaningful recovery prospects (in the
higher half of S&P's 50%-70% range) for creditors in the event of
a payment default.

At the same time, S&P withdrew its 'CCC+' issue rating on
Scout24's subordinated debt because the notes were repaid in the
first half of 2015.

The CreditWatch placement primarily reflects S&P's projections of
improved credit metrics following the Scout24 launch of its
initial public offering (IPO) on the Frankfurt Stock Exchange.
After the IPO, which will end on Sept. 30, 2015, Scout24 plans to
use most of the net proceeds to repay part of its outstanding cash
paid debt, which will improve the group's credit metrics.  S&P
understands that the IPO, subject to successful completion and
final terms and conditions, could result in gross valuation
between EUR625 million (for the base offering at the mid-point of
the price range) and EUR1,071 million (for the maximum of existing
shares at the mid-point of the price range).  Additionally, S&P
understands that the company intends to allocate about EUR211
million of net proceeds to partial repayment of its term loan B,
leaving an outstanding amount of EUR384 million.  In S&P's view,
another rating support is the company's conversion of the
preference shares, which S&P previously treated as debt, to
ordinary shares.

As a result of the changed capital structure and the anticipated
partial repayment of the company's existing term loan B, combined
with a continued solid operational performance and healthy free
operating cash flow (FOCF) generation, S&P expects that Scout24
could deleverage from our previous forecast of above 10x adjusted
debt to EBITDA for 2015 to about 5x pro forma the IPO.

Finally, following the IPO, S&P expects that the shareholding of
the company's largest owners, private equity firms Hellmann &
Friedman and Blackstone, will decline from 67% to a level not yet
determined.  However, S&P understands that Hellmann & Friedman and
Blackstone aim to keep a significant stake in the company to
participate in the company's long-term value creation.  As of now,
S&P's base-case assumption is that the financial sponsors will
maintain a share above 40% in Scout24.  Therefore, S&P's financial
policy modifier ("financial sponsor-6" ["FS-6"]) and S&P's
assessment of the company's "highly leveraged" financial risk
profile remain changed.  Following the IPO, S&P believes that the
shareholding of the private equity owners could decline to about
38% if all new shares and existing shares are placed and all
options are exercised.

After the IPO, financial policy considerations -- including
leverage tolerance, acquisitions, and dividend policy -- will be
key rating drivers, in S&P's view.  In particular, S&P will assess
Scout24's ability and willingness to maintain adjusted debt to
EBITDA close to 5x or below on a sustainable basis.  This can lead
S&P to revise upward its "FS-6" financial policy assessment.

S&P expects to resolve the CreditWatch after Scout24 completes the
IPO and repays part of its term loan B.  S&P will likely raise the
ratings on the company if the IPO is successful, the company
deleverages with adjusted debt to EBITDA declining to 5x or below
on a sustainable basis, and depending on the company's updated
financial policy post-IPO.


TRIONISTA TOPCO: Moody's Raises CFR to B1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B2 the corporate
family rating and to B1-PD from B2-PD the probability of default
rating of Trionista TopCo GmbH, the intermediate holding company
of Germany based sub-metering provider ista International GmbH.
Concurrently, Moody's upgraded to B3 (LGD5) from Caa1 (LGD6) the
rating on the EUR525 million subordinated notes (due 2021) issued
by Trionista TopCo GmbH and to Ba3 (LGD3) from B1 (LGD3) the
ratings on the EUR1.45 billion senior secured credit facilities
and EUR350 million senior secured notes (due 2020) issued by
Trionista HoldCo GmbH.  The outlook on all ratings is stable.

List of Affected Ratings


Upgrades:

Issuer: Trionista TopCo GmbH

  Probability of Default Rating, Upgraded to B1-PD from B2-PD

  Corporate Family Rating, Upgraded to B1 from B2

  BACKED Senior Subordinated Regular Bond/Debenture, Upgraded to
   B3 (LGD 5) from Caa1 (LGD 6)

Issuer: Trionista HoldCo GmbH

  BACKED Senior Secured Bank Credit Facility, Upgraded to Ba3
   (LGD 3) from B1 (LGD 3)

  BACKED Senior Secured Regular Bond/Debenture, Upgraded to Ba3
   (LGD 3) from B1 (LGD 3)

Outlook Actions:

Issuer: Trionista TopCo GmbH

  Outlook, Changed To Stable From Positive

Issuer: Trionista HoldCo GmbH

  Outlook, Changed To Stable From Positive

RATINGS RATIONALE

"The upgrade of ista's CFR to B1 acknowledges the group's
continued robust financial performance and gradual improvements in
its Moody's-adjusted credit metrics in 2014 and the first six
months of 2015.  Given the sustained growth in revenues and
earnings fuelled by rising demand for energy services both in
Germany and important foreign regions of ista, the group's
leverage as adjusted by Moody's reduced to 6.6x debt/EBITDA in the
12 months ended 30 June 2015, in line with our requirements for a
higher rating", says Goetz Grossmann, Moody's lead analyst for
ista.  "While leverage point in time remains high and positions
ista initially weakly in its rating category, the rating upgrade
also reflects the group's track record of solid free cash flow
generation which totalled EUR76 million on a rolling 12-months
basis as of June 2015 and which was consistently positive over the
last five years", adds Mr. Grossmann.

The rating action follows the recent positive trend in ista's
earnings, which have particularly benefitted from the ongoing
migration to radio-controlled devices, increased billing volumes
and growing demand for smoke detectors in Germany.  In addition,
higher hardware sales in some of the group's core international
markets such as the Netherlands, Spain and the Czech Republic, but
also positive timing effects in other foreign regions, helped
boost ista's Moody's-adjusted EBITDA to EUR335 million (42.2%
margin) in the 12 months ended June 2015.  As a result, the
group's leverage as adjusted by Moody's reduced to 6.6x
debt/EBITDA in the same period which the rating agency regards
commensurate with the B1 rating category, also considering the
strong resilience of ista's business model and its high
profitability.

Moreover, the upgrade factors in Moody's expectation that ista's
sales and earnings will continue to grow over the next two to
three years against the backdrop of slight but steady volume
growth in Germany and the ability to adjust its prices for
increased personnel or capacity cost on a regular basis.  Moody's
also assumes an unchanged supportive regulatory environment in
ista's domestic sub-metering market in Germany and positive volume
effects from the European Energy Directive internationally.
Although ista's profit margins might slightly erode by 1-2%-points
over the next two years due to necessary ramp-up costs associated
with expected EED related business expansion, continued growth in
profits should help reduce its Moody's-adjusted leverage to well
below 6x debt/EBITDA by year-end 2017.  Moody's also projects the
group's free cash flow generation to remain positive and around
current levels (EUR60-75 million per annum) over the next 12 to 18
months, reflecting increased meter capex in order to meet
anticipated growing international sub-metering demand and as well
as the assumption that ista will abstain from regular shareholder
distributions also going forward.

Ista's B1 rating is further supported by (1) the group's leading
expertise in the consolidated German sub-metering market where it
holds a strong and robust number two position behind Techem Energy
Metering Service GmbH & Co. KG (B1 positive).  The rating also
benefits from (2) good revenue visibility owing to long-term
contracts, very low customer churn rates and the non-discretionary
nature of demand for its energy services, (3) the strong
profitability ista achieves with its energy sub-metering and
adjacent services, leading to a Moody's-adjusted EBITDA margin of
42.2% in the 12 months to June 2015, as well as (4) a supportive
regulatory environment, especially in the German sub-metering
sector but also increasingly in other EU countries driven by the
Energy Efficiency Directive (EED) which mandates sub-metering of
heat, cooling and hot water consumption and respective energy cost
allocation in multi-apartment buildings in the EU by 2017.

The rating remains constrained by ista's (1) high leverage with a
Moody's-adjusted debt/EBITDA of 6.6x in the 12 months ended 30
June 2015 which places the company initially weakly in the B1
rating category, (2) limited ability to meaningfully reduce its
high debt load given rather modest expected free cash flow
generation which is constrained by sizeable interest costs and
rising capital expenditures, as well as (3) lower profitability in
regions outside of Germany where Moody's expects sub-metering
penetration to increase which may weigh on the group's strong
margin profile going forward, at least temporarily.

Moody's regards ista's liquidity as good, which benefits from
expected solid operating cash flow generation of around EUR200
million per annum and a sizeable EUR139 million cash position on
balance sheet as of June 30, 2015.  In addition, ista has access
to EUR150 million under its revolving credit facility (maturing
2019) which was fully undrawn at June 30, 2015.  These funds
comfortably cover all projected cash requirements of the group
over the next 12 to 18 months, including ongoing working cash
needs of 3% of group sales, annual capital expenditures of EUR120-
130 million (depending on the pace of the expected EED-related
business growth) as well as minor debt repayments from positive
free cash flows which Moody's forecasts in a range of EUR60-75
million per annum.  Moreover, Moody's notes that ista's credit
agreements require compliance with certain financial covenants,
under which the group maintained comfortable headroom as of 30
June 2015.

The stable outlook reflects Moody's expectation that ista will be
able to reduce its Moody's adjusted leverage to well below 6x
debt/EBITDA by year-end 2017 at the latest.  In addition, the
stable outlook incorporates the expectation that ista will remain
positive free cash flow generative supported by the continuation
of no regular dividend distributions to shareholders.

Although a further upgrade of ista seems unlikely over the next
two years, Moody's might raise the rating if the group was able to
(1) reduce its Moody's-adjusted leverage to below 5x debt/EBITDA
on a sustained basis, (2) improve its Moody's-adjusted interest
coverage to at least 2.5x EBITA/interest expense, and (3) maintain
a conservative financial policy, evidenced by continued positive
free cash flow generation which the group will use to reduce its
high indebtedness.

Moody's might consider a ratings downgrade if (1) ista was unable
to reduce its Moody's-adjusted debt/EBITDA towards 6x, (2)
adjusted EBITA/interest expense were to fall below 2x, and (3)
free cash flows turned negative, driven by a materially weakening
profitability or as a result of a more aggressive financial policy
including possible dividend payments or significant debt-funded
acquisitions.  Negative rating pressure might further evolve in
case of a material negative outcome of the ongoing sector
investigation initiated by the German Bundeskartellamt in July
2015.

Headquartered in Essen (Germany), ista is a leading global
provider of energy services relating to sub-metering of heating
use and water consumption for multi-occupant housing units, energy
cost allocation and billing services as well as adjacent services
such as smoke detector installation and maintenance and legionella
analysis in drinking water.  In the 12 months ended 30 June 2015,
ista reported EUR793 million in group revenues of which over 55%
were generated in Germany.  ista is owned by funds managed by
private equity firm CVC Capital Partners Ltd. which acquired the
group in 2013 after holding a minority stake in ista since 2007.


=============
G E O R G I A
=============


CARTU BANK: Fitch Assigns 'B+' IDR, Outlook Stable
--------------------------------------------------
Fitch Ratings has assigned Georgia's JSC Cartu Bank (Cartu) a
Long-term foreign currency Issuer Default Rating of 'B+' with a
Stable Outlook.

KEY RATING DRIVERS

Cartu's ratings are driven by its standalone creditworthiness, as
expressed by its Viability Rating (VR) of 'b+'.  The VR considers
the bank's small size and concentrated franchise in a relatively
high risk economy, its significant stock of NPLs and restructured
loans, exposure to the potentially vulnerable real estate and
construction segment and the high dollarization of the bank's
balance sheet.  The rating also takes into account the bank's
large capital cushion, comprising equity and subordinated debt,
limited refinancing risk, reasonable liquidity and satisfactory
performance metrics.

The bank's Support Rating Floor of 'No Floor' and Support Rating
of '5' reflect Fitch's view that support from the Georgian
authorities cannot be relied upon due to the bank's low systemic
importance.  Potential support from the private shareholder is
also not factored into the ratings, as it cannot be reliably
assessed, although the owner's personal wealth appears to be
substantial and he has provided capital and liquidity support to
Cartu, when required.

The Stable Outlook on the bank's Long-term IDR reflects Fitch's
view that the currently more challenging Georgian operating
environment, characterized by lower growth and a weaker currency,
should not have a marked negative impact on the bank's credit
profile.

At end-1H15, the share of non-performing loans (NPLs, over 90 days
overdue) was a relatively high 15.5% of gross loans, with
restructured exposures comprising a further 10%.  At end-1H15,
reserve coverage of NPLs was a moderate 40%, and of total problem
loans (NPLs and restructured) 25%, reflecting the bank's reliance
on loan collateral.  Problem loans largely comprise longstanding
legacy exposures, but these have generated significant cash
recoveries in 2014 and 1H15.

Loan concentrations are large (the top 25 groups of borrowers
comprised 68% of the portfolio at end-2014), but moderate compared
with the bank's total capital (83%).  The high share of FX lending
(74% of the total) poses additional risks, as most of this is
issued to unhedged borrowers, whose debt servicing capacity could
have been negatively affected by the recent devaluation of the
lari and lower growth environment.

The bank's solid capital base, as reflected in a Fitch core
capital ratio of 33.5% at end-2014 and subordinated debt
contributed by the shareholder equal to a further 13.2% of risk-
weighted assets, provides substantial loss absorption capacity,
equal to about 40% of gross loans at end-2014.  The regulatory
Tier 1 capital ratio was somewhat lower, at 19.3% at end-1H15
(although still well above the regulatory minimum of 7.6%), as the
National Bank of Georgia applies a 150% risk weight to FX-
denominated loans and the loan portfolio grew by 30% in 1H15, in
part due to devaluation.

The bank's profitability metrics were reasonable in 2014,
supported by a solid net interest margin of 9.6%, a relatively low
cost base, as reflected in the cost/income ratio of 40%, and
moderate provisioning charges.  At the same time, the return on
average equity (ROAE) of 7.2% was lower than for most peers in
Georgia, primarily due to significantly lower leverage.  ROAE rose
to a high 33% in 1H15, mainly due to non-recurring non-interest
revenues.

Liquidity is comfortable, with the available cushion consisting
mainly of cash and equivalents equal to 30% of customer accounts
at end-1H15.  Refinancing risk is moderate and mostly associated
with significant concentrations in the deposit base, with the
largest 20 customers comprising 63% of total accounts.  However,
the bank does not have material wholesale borrowings, and the
overall share of third parties in total funding (liabilities and
equity) is a low 40%.

RATING SENSITIVITIES

The ratings could be downgraded if the weaker operating
environment translates into a much more significant deterioration
in the bank's asset quality than Fitch currently expects, leading
to a significant erosion of capital.

A significant improvement in the bank's asset quality metrics and
a stronger, more diversified franchise, combined with a still
moderate risk appetite and sound capital cushion, could result in
upward pressure on the ratings.

The rating actions are:

Long-term IDR assigned at 'B+'; Outlook Stable
Short-term IDR assigned at 'B'
Viability Rating assigned at 'b+'
Support Rating assigned at '5'
Support Rating Floor assigned at 'No Floor'



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


* Moody's Confirms Ratings on 19 Tranches in 8 Greek Transactions
-----------------------------------------------------------------
Moody's Investors Service on Sept. 29 confirmed the ratings of 19
tranches in eight Greek structured finance transactions.

The ratings of these 19 tranches have been previously placed on
review for downgrade on the July 3, 2015.

RATINGS RATIONALE

GREECE'S GOVERNMENT BOND RATING IS CONFIRMED AT Caa3

Today's rating actions reflect Moody's confirmation of Greece's
government bond rating at Caa3 and outlook change to stable.

The key drivers behind the above confirmation are the approval of
the third bailout program, and the emergence of a political
configuration that is slightly more supportive than its
predecessors for the implementation of reforms which the program
will require.

The local- and foreign-currency bond ceilings remain at Caa2.  The
local- and foreign-currency bank deposit ceilings remain at Caa3.
In Moody's view, the current level of ceilings appropriately
reflects losses expected on bank deposits given deposit withdrawal
limitations and capital controls put in place late June 2015 that
Moody's expects will only be gradually removed.

   -- ALL NOTES PREVIOUSLY ON REVIEW FOR DOWNGRADE ARE CONFIRMED

As a result of Greece's government bond rating confirmation at
Caa3 with a stable outlook, all notes previously on review for
downgrade are confirmed.  The maximum achievable rating for
outstanding Greek structured finance securities remains at
Caa2(sf).

   --METHODOLOGIES

The principal methodology used in rating Estia Mortgage Finance II
PLC, Grifonas Finance No. 1 Plc, KION Mortgage Finance Plc,
Themeleion II Mortgage Finance Plc, Themeleion III Mortgage
Finance Plc and Themeleion IV Mortgage Finance Plc was "Moody's
Approach to Rating RMBS Using the MILAN Framework", published in
January 2015.  The principal methodology used in rating EPIHIRO
PLC was "Moody's Global Approach to Rating Collateralized Loan
Obligations", published in September 2015.  The principal
methodology used in rating Titlos plc was "Moody's Approach to
Rating Repackaged Securities", published in June 2015.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings are (1) a decreased probability of high-loss scenarios
owing to a downgrade of the country ceiling; (2) improvement in
the notes' available CE; and (3) improvement in the credit quality
of the transaction counterparties.

LIST OF AFFECTED RATINGS

Issuer: EPIHIRO PLC

  EUR1623M Class A Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade

Issuer: Estia Mortgage Finance II PLC

  EUR1137.5 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

Issuer: Grifonas Finance No. 1 Plc

  EUR897.7 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR23. Mil.M B Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade

  EUR28.5 mil. C Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Caa3 (sf) Placed Under Review for Possible
   Downgrade

Issuer: KION Mortgage Finance Plc

  EUR553.8 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR28.2 mil. B Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade

  EUR18 mil. C Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Caa3 (sf) Placed Under Review for Possible
   Downgrade

Issuer: Themeleion II Mortgage Finance Plc

  EUR690 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR37.5 mil. B Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR22.5 mil. C Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade

Issuer: Themeleion III Mortgage Finance Plc

  EUR900 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR20 mil. B Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade

  EUR40 mil. C Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Caa3 (sf) Placed Under Review for Possible
   Downgrade

  EUR40 mil. M Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

Issuer: Themeleion IV Mortgage Finance Plc

  EUR1352.9 mil. A Notes, Confirmed at Caa2 (sf); previously on
   July 3, 2015, Downgraded to Caa2 (sf) and Placed Under Review
   for Possible Downgrade

  EUR155.5 mil. B Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Caa3 (sf) Placed Under Review for Possible
   Downgrade

  EUR46.6 mil. C Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Caa3 (sf) Placed Under Review for Possible
   Downgrade

Issuer: Titlos plc

  EUR5100 mil. A Notes, Confirmed at Caa3 (sf); previously on
   July 3, 2015, Downgraded to Caa3 (sf) and Placed Under Review
   for Possible Downgrade



=============
I C E L A N D
=============


KAUPTHING BANK: Creditors to Pay ISK120BB Stability Contribution
----------------------------------------------------------------
Vala Hafstad at Iceland Review, citing RUV, reports that at a
meeting in Harpa concert hall on Sept. 30, the creditors of
Kaupthing Bank agreed to pay ISK120 billion (US$937 million,
EUR839 million) in stability contribution in order to be exempt
from capital controls.

According to Iceland Review, they also agreed to create a
lack-of-damage fund for the winding-up board and its advisors to
cover the cost arising from possible lawsuits related to their
work.  The idea is that money will be kept in the fund for up to
ten years, Iceland Review states.

The creditors agreed neither to sue the Icelandic state nor the
Central Bank of Iceland because of the agreement, Iceland Review
relates.

The Kaupthing Bank winding-up board applied for exemption from
capital controls in mid-September, Iceland Review recounts.  That
exemption was needed to be able to adhere to an agreement made in
connection with the government's plan for the easing of capital
controls, Iceland Review notes.

                     About Kaupthing Bank

Headquartered in Reykjavik, Iceland Kaupthing Bank --
http://www.kaupthing.com/-- is Iceland's largest bank and among
the Nordic region's 10 largest banking groups.  With operations
in more than a dozen countries, the bank offers a range of
services including retail banking, corporate finance, asset
management, brokerage, private banking, treasury, and private
wealth management.  Kaupthing was created by the 2003 merger of
Bunadarbanki and Kaupthing Bank.  In October 2008, the Icelandic
government assumed control of Kaupthing Bank after taking similar
measures with rivals Landsbanki and Glitnir.

As reported by the Troubled Company Reporter-Europe, on Nov. 30,
2008, Olafur Gardasson, assistant for Kaupthing Bank hf, filed a
petition under Chapter 15 of title 11 of the United States Code
in the United States Bankruptcy Court for the Southern District
of New York commencing the Debtor's Chapter 15 case ancillary to
the Icelandic Proceeding and seeking recognition for the
Icelandic Proceeding as a "foreign main proceeding" under the
Bankruptcy Code and relief in aid of the Icelandic Proceeding.



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


TAURUS 2015-3: Moody's Assigns B3 Rating to Class F Notes
---------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to the
debt issuance of TAURUS 2015-3 EU Designated Activity Company:

  EUR60.9 mil. A Notes, Definitive Rating Assigned Aaa (sf)
  EUR14.4 mil. B Notes, Definitive Rating Assigned Aa3 (sf)
  EUR15.9 mil. C Notes, Definitive Rating Assigned A3 (sf)
  EUR19 mil. D Notes, Definitive Rating Assigned Baa3 (sf)
  EUR17.7 mil. E Notes, Definitive Rating Assigned Ba2 (sf)
  EUR17.9 mil. F Notes, Definitive Rating Assigned B3 (sf)

Moody's has not assigned definitive ratings to the Class X Notes
of the issuer.

Taurus 2015-3 EU Designated Activity Company is a true sale
transaction backed by two floating rate loans secured by 62
predominantly secondary light industrial properties located in
France, Germany and the Netherlands.  The loans were granted by
Bank of America Merrill Lynch International Limited (BAML) to
refinance existing debt.  BAML has retained an approximately 22%
vertical slice of both loans.  As holder of the retained loans,
BAML is treated equally for the purposes of the finance documents
as holders of the securitised loans.  However, they have no
consent or voting rights under the loan agreement and will not be
consulted regarding any potential waivers or amendments.

RATINGS RATIONALE

The rating actions are based on (i) Moody's assessment of the real
estate quality and characteristics of the collateral, (ii)
analysis of the loan terms and (iii) the legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitized loans (both during the term and at maturity) as
well as Moody's value assessment of the collateral.  Moody's
derives from these parameters a loss expectation for the
securitized loan.  Moody's default risk assumptions are low for
both loans.

The key strengths of the transaction include (i) low term default
risk due to the strong income profile of both loans, (ii) high
levels of diversity with the 62 assets spread over three countries
and the largest tenant in either loan accounting for no more than
8.4% of rental income (iii) strong loan covenants, which are set
at a sufficiently high level for Moody's to give credit to them,
and (iv) experienced sponsorship and asset management from
Starwood and M7 and their joint MStar platform.

Challenges in the transaction include (i) the secondary quality
collateral backing both loans, (ii) the high leverage and lack of
amortization, resulting in increased refinancing risk at both loan
maturities, and (iii) a non-sequential principal paydown structure
where increases in credit enhancement due to asset sales, loan
prepayments or repayments do not fully offset potential adverse
credit selection in an increasingly concentrated pool.

Moody's loan to value (LTV) ratios are 86.8% for Bilux and 86.3%
based on the securitized part of the TEIF loan, rising to 95.6%
based on the TEIF whole loan.  Moody's overall property grade is
3.2 signifying average to poor secondary collateral.  Moody's
property grade is on a scale of 1 to 5, with 1 being the best and
5 the worse.

Other factors used in this rating are described in European CMBS:
2014-16 Central Scenarios published in March 2014.

Moody's Parameter Sensitivity

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's-rated structured finance security may vary if certain
input parameters used in the initial rating process differed.  The
analysis assumes that the deal has not aged and is not intended to
measure how the rating of the security might migrate over time,
but rather how the initial rating of the security might have
differed if key rating input parameters were varied.

Parameter Sensitivities for the typical EMEA Large Multi- Borrower
securitization are calculated by stressing key variable inputs in
Moody's primary rating model.  Moody's principal portfolio model
inputs are Moody's loan default probability (Moody's DP) and
Moody's modeling value (Moody's Model Value).  In the Parameter
Sensitivity analysis, we assumed the following stressed scenarios:
Moody's Model Value decreased by -20% and -40% and Moody's DP
increased by 50% and 100%.  The parameter sensitivity outcome
ranges from 0 to 7 notches for Class A, 1 to 10 notches for Class
B, 1 to 9 notches for Class C, and 1 to 8 notches on Class D, 1 to
7 notches on Class E, and 1 to 4 notches on class F.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property values backing the
underlying loans, (ii) an increase in the default probability
driven by declining loan performance or increase in refinancing
risk, (iii) an increase in the risk to the notes stemming from
transaction counterparty exposure (most notably the account bank,
the liquidity facility provider or borrower hedging
counterparties).

Main factors or circumstances that could lead to an upgrade of the
rating are generally (i) an increase in the property values
backing the underlying loans, or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

The rating for the Notes addresses the expected loss posed to
investors by the legal final maturity.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on, or before, the final legal
maturity date.  Moody's ratings address only the credit risks
associated with the transaction; other non-credit risks have not
been addressed but may have significant effect on yield to
investors.  Moody's ratings do not address the receipt of Note
Premium Payment as defined in the Offering Circular.



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


WASTE ITALIA: Moody's Cuts Corporate Family Rating to B3
--------------------------------------------------------
Moody's Investors Service downgraded Waste Italia S.p.A.'s
corporate family rating (CFR) to B3 from B2 and probability of
default rating (PDR) to B3-PD from B2-PD. Moody's also downgraded
the instrument rating of the EUR200 million senior secured notes
to B3 from B2 and changed the outlook to negative from stable.

RATINGS RATIONALE

The downgrade reflects Waste Italia's weaker than expected cash
flow and liquidity profile in the first half of 2015. The company
generated negative Moody's-adjusted free cash flow of -EUR8.5
million in the period and fully drew down its EUR15 million
revolving credit facility, resulting in a combined June 2015
liquidity position of EUR3.9 million in cash and approximately a
similar amount of availability under uncommitted factoring and
invoicing facilities. While first half 2015 cash flows were
negatively affected by some non-recurring events and the liquidity
position also reflects a seasonal working capital trough over the
summer that should leave some room for improvement towards the
fourth quarter of 2015, the company also faces sizeable mandatory
repayments on the EUR200 million bond starting with EUR5 million
within 30 days of delivering its annual accounts for 2015 (likely
in Q2 2016) and rising to EUR7.5 million in 2016 (to be paid
likely in Q2 2017). Moody's views the liquidity profile as not
commensurate with a B2 rating as it leaves little flexibility to
deal with unforeseen liquidity needs.

Moody's also expects that operating performance improvements
originally anticipated for 2015 will be delayed after last 12
months to June 2015 company-reported EBITDA declined by -6.2%
compared with 2014. Waste Italia suffered a delay in the
preparation of the Albonese landfill in the first quarter of 2015,
which led to waste being transferred to Geotea landfills at higher
transportation costs. In addition, the Cavenago landfill was
seized by the local authorities in the first quarter of 2015.
While capacity is low in the landfill limiting the risk of ongoing
negative effects on profitability if the situation persists, it
nevertheless reduced EBITDA in the first half of the year. Given
that waste producers, Waste Italia's clients, retain
responsibility for the proper waste disposal, the seizure of the
Cavenago landfill also carries some reputational risks for Waste
Italia.

However, at the same time Waste Italia displayed progress in the
second quarter with volume growth as the company accelerates
disposals in the acquired Geotea landfills and benefits from a new
brokerage contract related to the Albonese landfill. The pricing
environment across the company's activities appears also on a
positive trajectory. Nevertheless, given the delays in the first
half of 2015 Moody's now expects reported EBITDA to remain largely
flat and Moody's-adjusted debt/EBITDA at around 5x for 2015.

The rating also continues to incorporate Moody's expectation that
no dividends will be paid to Waste Italia's parent Kinexia.
Additionally, the rating currently does not anticipate any impact
on Waste Italia from the proposed merger of Kinexia and
Biancamano, including that it will not trigger the change of
control covenant contained in the senior secured notes.

Rating Outlook

The negative outlook reflects Moody's view that liquidity is
likely to remain low for a B3 rating unless cash flows materially
improve and in the absence of additional committed credit lines or
parent support. Particularly given the debt amortization starting
in Q2 2016.

What Can Change The Rating Up/Down

Waste Italia's rating could come under pressure if (i) the
company's liquidity and cash flow profile does not improve; (ii)
Moody's adjusted debt/EBITDA rises above 5.5x; (iii) the company
fails to extend landfill capacity in line with its current plans;
(iv) EBITDA continues to decline. Conversely, while there is no
near term upward rating pressure, a significantly improved
liquidity profile together with; (i) the demonstration of
sustained and visible free cash flow (after interest payments);
(ii) a continued expansion of the company's operations and
landfill capacity; and (ii) visible EBITDA growth could result in
positive pressure. Moody's would also expect Moody's adjusted
debt/EBITDA to fall towards 4.0x for positive pressure.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.

Headquartered in Milan, Waste Italia is a waste management company
based in Northern Italy. Its vertically integrated business
operates in the collections, processing and recycling, landfill
disposal and biogas, with a focus on non-hazardous special
(commercial) waste. Its main regions of operations are Lombardy,
Piedmont and, following the acquisition of Geotea, Liguria, where
it has 7 service centres and depots operating a fleet of 150
vehicles (of which 65 are owned), 10 sorting and treatment plants
and, following the sale of Alice Ambiente, 12 landfills sites of
which 7 are active. In addition to this, the group operates
through third party partnership agreements to provide waste
management services throughout Italy. In the last twelve months to
June 2015 Waste Italia had consolidated revenues of EUR122
million. Waste Italia is owned by Kinexia S.p.A. which is publicly
listed on the Italian Stock Exchange.



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


QUEEN STREET I: Moody's Affirms Ba3 Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on these notes
issued by Queen Street CLO I B.V.:

  EUR41.3 mil. Class C1 Senior Secured Deferrable Floating Rate
   Notes due 2023, Upgraded to Aa3 (sf); previously on Jan. 28,
   2015 Upgraded to A1 (sf)

  EUR1.2 mil. Class C2 Senior Secured Deferrable Fixed Rate Notes
   due 2023, Upgraded to Aa3 (sf); previously on Jan. 28, 2015,
   Upgraded to A1 (sf)

  EUR7 mil. Class X Combination Notes due 2023, Upgraded to
   Aa2 (sf); previously on Jan. 28, 2015, Upgraded to Aa3 (sf)

Moody's also affirmed the ratings on these notes:

  EUR266 mil. (Current outstanding balance of EUR64.9M) Class
   A1 Senior Secured Floating Rate Notes due 2023, Affirmed
   Aaa (sf); previously on Jan. 28, 2015, Affirmed Aaa (sf)

  EUR66.5 mil. Class A2 Senior Secured Floating Rate Notes due
   2023, Affirmed Aaa (sf); previously on Jan. 28, 2015, Affirmed
   Aaa (sf)

  EUR38.75 mil. Class B Senior Secured Floating Rate Notes due
   2023, Affirmed Aaa (sf); previously on Jan. 28, 2015, Upgraded
   to Aaa (sf)

  EUR12.95 mil. Class D1 Senior Secured Deferrable Floating Rate
   Notes due 2023, Affirmed Baa2 (sf); previously on Jan. 28,
   2015, Upgraded to Baa2 (sf)

  EUR5.8 mil. Class D2 Senior Secured Deferrable Fixed Rate Notes
   due 2023, Affirmed Baa2 (sf); previously on Jan. 28, 2015,
   Upgraded to Baa2 (sf)

  EUR20 mil. Class E Senior Secured Deferrable Floating Rate
   Notes due 2023, Affirmed Ba3 (sf); previously on
   Jan. 28, 2015, Affirmed Ba3 (sf)

Queen Street CLO I B.V., issued in January 2007, is a single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly high yield European senior secured loans
managed by Ares Management Limited.  This transaction's
reinvestment period ended in April 2013.

RATINGS RATIONALE

The upgrades to the ratings are primarily the result of the
deleveraging that has occurred since last rating action in January
2015.

On April 2015 payment date, the class A1 notes have amortized
approximately by EUR104.5 million or 39.2% of its initial balance.
As a result the over-collateralization (OC) ratios have increased.
As per the trustee report dated August 2015, the Class A/B, Class
C, Class D and Class E OC ratios are reported at 163.3%, 130.7%,
120.1 and 110.5% compared to December 2014 levels of 137.0%,
118.7%, 112.0 and 105.7%, respectively.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR279.9 million,
defaulted par of EUR2.7 million, a weighted average default
probability of 21.4% (consistent with a WARF of 2,799 over a 5
years weighted average life), a weighted average recovery rate
upon default of 46.7% for a Aaa liability target rating, a
diversity score of 30, a weighted average spread of 3.3% and
weighted average coupon of 4.4%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The expected recovery rate on future
defaults is based on seniority and the difference between the
Moody's instrument rating and the Moody's default probability
rating of each asset.  In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors.  Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in February 2014.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate for
the portfolio.  Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
were unchanged for the Class A, Class B and Class E and within one
notch of the base-case results for Class C and Class D.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy.  CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to:

  Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortization could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortization would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

  Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralization levels.  Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's
analyzed defaulted recoveries assuming the lower of the market
price or the recovery rate to account for potential volatility in
market prices.  Recoveries higher than Moody's expectations would
have a positive impact on the notes' ratings.

Long-dated assets: The presence of assets that mature beyond the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets.  Moody's assumes that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of
the asset as well as the extent to which the asset's maturity lags
that of the liabilities.  Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.

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



===========
P O L A N D
===========


KOMPANIA WEGLOWA: Poland to Tap Two Utilities in Rescue Plan
------------------------------------------------------------
Adrian Krajewski and Jakub Iglewski at Reuters report that Poland
wants to include two state-controlled utilities and its largest
gas distributor in saving Europe's largest coal miner, Poland's
Kompania Weglowa, from the brink of bankruptcy in an election
year.

"This is the first step towards a safe inclusion of outside
investors into the group and creating the so-called Nowa Kompania
Weglowa," Reuters quotes the treasury, which oversees state
assets, as saying in a statement.

According to Reuters, the ministry said state-controlled energy
producers PGE and Energa, as well as state gas group PGNiG were
looking into investing in mine sector restructuring, of which
Kompania Weglowa is the main part.

The ministry, as cited by Reuters, said KW, struggling to stay
afloat amid falling coal prices, supplies around half of the coal
burnt in Polish power stations and its collapse could prove a
threat to Poland's electricity system.

The scheme included having three fully state-owned groups,
including TF Silesia, control KW, Reuters notes.  The treasury
withdrew from the plan after the European Commission signaled it
would launch a probe due to illegal public aid, Reuters relays.

Now, the miner -- already stripped of four loss-making mines set
aside for deeper restructuring -- is to be transferred to a state
investment fund TF Silesia, Reuters discloses.  PGE, Energa and
PGNiG are seen as potential co-investors, Reuters states.

According to Reuters, the ministry hopes that including PGE,
Energa and PGNiG --- state-controlled, but not fully state-owned,
would remove the chance of a probe.

"We've been working a legal form minimizing the threat of
unwarranted state aid," Reuters quotes treasury minister Andrzej
Czerwinski as saying.  "This program warrants that.  It would not
be injecting capital, but maintaining liquidity."

The Polish government earlier this month approved a plan to
transfer part of its stakes in PGNiG, PGE and state insurer PZU
into TF Silesia to use as collateral to raise cash for Kompania
Weglowa, Reuters recounts.

The miner needs around PLN1.5 billion (US$395 million) of capital
from new investors, with PLN800 million needed by the end of this
year, Reuters states.

Kompania Weglowa is a Polish coal producer.



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


BANK RSB 24: Moody's Cuts Deposit Ratings to Caa1, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term local- and
foreign-currency deposit ratings of Bank RSB 24 (JSC) (formerly
Russlavbank) to Caa1 from B3, as well as the bank's local-currency
senior unsecured debt rating to Caa1 from B3. The outlook on the
bank's long-term debt and deposit ratings remains negative.

Concurrently, Moody's downgraded Bank RSB 24 (JSC)'s baseline
credit assessment (BCA) and adjusted BCA to caa1 from b3. The
bank's short-term local-currency and foreign-currency deposit
ratings were affirmed at Not-Prime.

Moody's has also downgraded Bank RSB 24 (JSC)'s long-term
Counterparty Risk Assessment (CR Assessment) to B3(cr) from B2(cr)
and affirmed the bank's short-term CR Assessment of Not-Prime(cr).

Moody's assessment of Bank RSB 24 (JSC)'s ratings is based
primarily on the bank's audited financial statements for 2014
prepared under IFRS, its unaudited financial statements for 2015
year to date prepared under local GAAP, as well as information
received from the bank.

RATINGS RATIONALE

Moody's explained that the downgrade of Bank RSB 24 (JSC)'s
ratings reflects (1) the poor quality of the bank's loan portfolio
coupled with insufficient coverage of problem loans by loan loss
reserves; (2) the bank's low capital buffer; and (3) its weak
financial performance.

As disclosed in the Bank RSB 24 (JSC)'s latest available audited
IFRS report, at year-end 2014, the share of the bank's problem
loans (defined as a sum of individually impaired corporate loans
and retail loans overdue by more than 90 days) increased to 40.4%
of total gross loans from 12.3% reported a year earlier. Although
the bulk of the problem loans were classified as "individually
impaired loans which are not overdue", the rating agency assesses
their chances of slipping into non-performing category as very
high, because a large proportion of these exposures represent
loans extended by the bank to collector companies in order to
finance their purchase of the bank's own problem retail consumer
loans. Moody's understands that the risks of poor recoveries of
these retail loans transferred to the collector companies mainly
remain with Bank RSB 24 (JSC). The coverage of problem loans by
loan loss reserves (LLR) dropped to 60% as at year-end 2014 from
123% reported a year earlier, a low level necessitating further
build-up.

Bank RSB 24 (JSC)'s credit costs (expressed as loan loss
provisions for the period divided by average gross loan portfolio)
were already relatively high at 12.3% in 2014, as reported under
IFRS. However, given the higher costs reported by peers in the
Russian consumer lending market, Bank RSB 24 (JSC)'s credit costs
could be understated. With a more prudent approach to
provisioning, its annual credit costs would have likely hovered
around 20% in both 2014 and 2015.

Moody's notes that, although Bank RSB 24 (JSC)'s statutory Tier 1
capital adequacy ratio (N1.2) of 7.77% and total capital adequacy
ratio (N1.0) of 12.27%, reported at 1 September 2015, exceeded the
regulatory minimum levels of 6% and 10%, respectively, these
metrics would drop if the bank were to make more conservative loan
loss provisions.

Bank RSB 24 (JSC)'s internal capital generation capacity is weak
and does not address the bank's capital replenishment needs. In
2014, Bank RSB 24 (JSC) posted RUB208.6 million net loss under
IFRS, which translated into a negative return on average assets
(ROAA) of (-0.61%) and return on average equity (ROAE) of (-
5.24%). Furthermore, in the first half of 2015, the bank also was
operationally loss-making, as reported under local GAAP, with its
recurring earnings (net interest income and net fee-and-commission
income) of around RUB134 million being insufficient to cover the
bank's administrative expense for the same period which, in
Moody's assessment, exceeded RUB500 million. The rating agency
notes that Bank RSB 24 (JSC)'s marginal RUB23 million net profit
posted in the first half of 2015 under local GAAP was aided by
volatile and one-off income sources, including significant
recoveries in loan loss provisions. Moody's expects that in the
next 12 to 18 months Bank RSB 24 (JSC)'s financial performance
will continue to be challenged by elevated interest rate
environment in Russia and high credit losses. Bank RSB 24 (JSC)'s
controlling shareholder has initiated a process of RUB1 billion
Tier 1 capital injection to the bank, which may be completed by
year-end 2015, but the expected amount might not be sufficient to
fully cover for the actual level of credit losses looming in the
next 12 to 18 months.

WHAT COULD MOVE THE RATINGS DOWN / UP

Bank RSB 24 (JSC)'s deposit and debt ratings have low upside
potential in the next 12 to 18 months, given the negative outlook
currently assigned to these ratings. However, Moody's could revise
the outlook on the bank's long-term ratings to stable if the bank
demonstrates sustainable improvements in its asset quality and
profitability metrics, while simultaneously maintaining adequate
LLR/capital buffer and stable liquidity profile.

The rating agency might downgrade Bank RSB 24 (JSC)'s ratings if
the deterioration of its asset quality and/or profitability
protracts into the long term and if these negative trends are not
sufficiently covered by a LLR buffer and/or capital injections
from the shareholder. A deterioration of the bank's liquidity
profile may become another factor negatively affecting Bank RSB 24
(JSC)'s ratings.


BANK RSB 24: Moody's Cuts National Scale Rating to 'Ba3.ru'
-----------------------------------------------------------
Moody's Interfax Rating Agency downgraded the National Scale
Rating (NSR) of Bank RSB 24 (JSC) (formerly Russlavbank) to Ba3.ru
from Baa3.ru. The NSR carries no specific outlook.

Moody's assessment of Bank RSB 24 (JSC)'s ratings is based
primarily on the bank's audited financial statements for 2014
prepared under IFRS, its unaudited financial statements for 2015
year to date prepared under local GAAP, as well as information
received from the bank.

Please see ratings tab on the issuer/entity page on moodys.com for
information on Global Scale Rating.

RATINGS RATIONALE

Moody's explained that the downgrade of Bank RSB 24 (JSC)'s NSR
reflects (1) the poor quality of the bank's loan portfolio coupled
with insufficient coverage of problem loans by loan loss reserves;
(2) the bank's low capital buffer; and (3) its weak financial
performance.

As disclosed in the Bank RSB 24 (JSC)'s latest available audited
IFRS report, at year-end 2014, the share of the bank's problem
loans (defined as a sum of individually impaired corporate loans
and retail loans overdue by more than 90 days) increased to 40.4%
of total gross loans from 12.3% reported a year earlier. Although
the bulk of the problem loans were classified as "individually
impaired loans which are not overdue", the rating agency assesses
their chances of slipping into non-performing category as very
high, because a large proportion of these exposures represent
loans extended by the bank to collector companies in order to
finance their purchase of the bank's own problem retail consumer
loans. Moody's understands that the risks of poor recoveries of
these retail loans transferred to the collector companies mainly
remain with Bank RSB 24 (JSC). The coverage of problem loans by
loan loss reserves (LLR) dropped to 60% as at year-end 2014 from
123% reported a year earlier, a low level necessitating further
build-up.

Bank RSB 24 (JSC)'s credit costs (expressed as loan loss
provisions for the period divided by average gross loan portfolio)
were already relatively high at 12.3% in 2014, as reported under
IFRS. However, given the higher costs reported by peers in the
Russian consumer lending market, Bank RSB 24 (JSC)'s credit costs
could be understated. With a more prudent approach to
provisioning, its annual credit costs would have likely hovered
around 20% in both 2014 and 2015.

Moody's notes that, although Bank RSB 24 (JSC)'s statutory Tier 1
capital adequacy ratio (N1.2) of 7.77% and total capital adequacy
ratio (N1.0) of 12.27%, reported at 1 September 2015, exceeded the
regulatory minimum levels of 6% and 10%, respectively, these
metrics would drop if the bank were to make more conservative loan
loss provisions.

Bank RSB 24 (JSC)'s internal capital generation capacity is weak
and does not address the bank's capital replenishment needs. In
2014, Bank RSB 24 (JSC) posted RUB208.6 million net loss under
IFRS, which translated into a negative return on average assets
(ROAA) of (-0.61%) and return on average equity (ROAE) of (-
5.24%). Furthermore, in the first half of 2015, the bank also was
operationally loss-making, as reported under local GAAP, with its
recurring earnings (net interest income and net fee-and-commission
income) of around RUB134 million being insufficient to cover the
bank's administrative expense for the same period which, in
Moody's assessment, exceeded RUB500 million. The rating agency
notes that Bank RSB 24 (JSC)'s marginal RUB23 million net profit
posted in the first half of 2015 under local GAAP was aided by
volatile and one-off income sources, including significant
recoveries in loan loss provisions. Moody's expects that in the
next 12 to 18 months Bank RSB 24 (JSC)'s financial performance
will continue to be challenged by elevated interest rate
environment in Russia and high credit losses.

Bank RSB 24 (JSC)'s controlling shareholder has initiated a
process of RUB1 billion Tier 1 capital injection to the bank,
which may be completed by year-end 2015, but the expected amount
might not be sufficient to fully cover for the actual level of
credit losses looming in the next 12 to 18 months.

WHAT COULD MOVE THE RATINGS DOWN / UP

Moody's could upgrade Bank RSB 24 (JSC)'s NSR if the bank
demonstrates sustainable improvements in its asset quality and
profitability metrics, while simultaneously maintaining adequate
LLR/capital buffer and stable liquidity profile.

The rating agency might downgrade Bank RSB 24 (JSC)'s NSR if the
deterioration of its asset quality and/or profitability protracts
into the long term and if these negative trends are not
sufficiently covered by a LLR buffer and/or capital injections
from the shareholder. A deterioration of the bank's liquidity
profile may become another factor negatively affecting Bank RSB 24
(JSC)'s NSR.

PRINCIPAL METHODOLOGIES

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

Headquartered in Moscow, Russia, Bank RSB 24 (JSC) reported total
assets of RUB35.3 billion (US$628 million) and total equity of
RUB3.8 billion (US$68 million) under audited IFRS as of
January 1, 2015.


CREDIT UNION: S&P Affirms 'BB-/B' Counterparty Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long- and short-
term counterparty credit ratings on Russia-based Credit Union
"Payment Center" (RNKO) at 'BB-/B'.  The outlook remains stable.
S&P also affirmed its Russia national scale rating at 'ruAA-'.

The affirmation follows S&P's assessment that CFT Group's
financial policy framework has improved in 2015, as has its
business performance, amid a weakening operating environment in
Russia.  S&P notes that this comes after a drop in profits in
2014, which highlights the volatility of the entity's
profitability.  In S&P's view, benefits stemming from the group's
increased transparency and its improving results in the first half
of 2015 are balanced by risks linked to its concentration in
Russia and the Commonwealth of Independent States (CIS), as well
as increasing competition in its core market.  Therefore, S&P
anticipates that the group will not be able to materially improve
its competitive position compared with international peers.

S&P believes that successful execution of its financial policy
framework limits the risk that RNKO will increase leverage in the
short term.  Nevertheless, S&P anticipates that RNKO will
eventually use its financial flexibility for M&A opportunities or
returning cash to shareholders.  Under S&P's criteria, this risk
continues to constrain its assessment of the group's financial
discipline.  Therefore S&P has reduced its negative adjustment of
financial policy to only one notch, compared to two previously.

CFT Group has performed better than S&P anticipated in the first
half of 2015, despite the weak operating environment in Russia,
after a drop in profits in 2014.  However, this does not
materially change S&P's medium-term forecast.  S&P notes that
following the marked decline in 2014, EBITDA margins have
readjusted.  Margins increased in both the software and processing
businesses in the first half of 2015.  This is partly explained by
business cyclicality and volatility of earnings.  S&P views
positively that the group has adjusted its business model
according to the sensitivity of its ultimate retail clients.  It
has increased the share of its revenues stemming from foreign
exchange fees in addition to transfer fees, and has gained a
greater share of the foreign exchange fee market from banks.  S&P
views the sustainability of this trend as uncertain considering
the increasing competition in the market.  Therefore, S&P's
assessment of the group's competitive position remains "fair."

"We see mounting risks resulting from RNKO's concentration in
Russia and the CIS, which are undergoing a significant economic
downturn.  We anticipate that this concentration will place
additional pressure on the company's competitive position and
could intensify earnings volatility, compared with international
peers.  In particular, we believe that weak operating conditions
for Russian banks -- key clients for the group -- will limit the
group's business growth opportunities.  We believe that this is
not fully reflected in our assessment of the business risk profile
of the group.  Based on a comparable rating analysis, we believe
CFT Group compares unfavorably with global peers such as Western
Union and Moneygram.  We therefore adjust its rating down by one
notch," S&P said.

The stable outlook reflects S&P's view that the group and core
subsidiary RNKO will continue to grow organically and that
processing services will make a greater contribution to the
group's total revenue in the next 12-18 months.  Nevertheless, S&P
anticipates that competition in the money transfer industry and
high country risks could counteract any material benefit in
earnings that relate to business growth and diversification.

S&P could lower the rating over the next 12-18 months if
deteriorating operating conditions for Russian banks and market
volatility cause CFT Group's revenues to decline in the second
half of 2015 and 2016 to such an extent that the group's
profitability weakens substantially.  S&P could also lower the
ratings in the unlikely event that the group raised a significant
amount of debt, exceeding 2x debt-to-EBITDA levels.

CFT Group's high country and industry risks and limited business
diversification will continue to constrain the group credit
profile.  However, S&P could raise its rating on RNKO if it
anticipated that pressure stemming from weak operating conditions
in the region diminished or if S&P anticipated that the company
was able to significantly improve its geographic diversification.


TRANSAERO AIRLINES: Russia Won't Rule Out Bankruptcy
----------------------------------------------------
Ksenia Galouchko and Olga Tanas at Bloomberg News report that the
Russian government has decided to change its plan on Aeroflot
PJSC's takeover of Transaero Airlines.

First Deputy Prime Minister Igor Shuvalov said in Moscow on Sept.
30 the Russian government will change its plan on Transaero and
its bankruptcy "isn't ruled out", Bloomberg relates.

According to Bloomberg, RIA Novosti, citing Transport Minister
Maxim Sokolov, reported that Aeroflot's offer to buy 75% plus 1
share of Transaero expired on Sept. 29,

A government commission earlier this month backed the takeover of
Transaero by Aeroflot, Bloomberg recounts.  Transaero became a
casualty of Russia's recession, which curtailed travel while the
ruble's 40% decline in the past year bloated the cost of leasing
jets, Bloomberg notes.

The takeover would push up Aeroflot's leverage, or debt as a ratio
of earnings before interest, taxes, depreciation and amortization,
to 6.1 times from 5 times, Bloomberg relays, citing estimates by
VTB Capital's analyst Elena Sakhnova.

"As far as I know, the consolidation of the stake didn't happen
and the plan, that was approved by the government, will be
changed," Bloomberg quotes Mr. Shuvalov as saying.  "The process
of financial recovery and bankruptcy, including the termination of
its existence on the market, is something people don't have a
problem with in a normal market economy."

Mr. Shuvalov, as cited by Bloomberg, said the government is ready
to offer support to Aeroflot after it took on responsibility for
executing Transaero tickets.

OJSC Transaero Airlines is a Russian airline with its head office
in Saint Petersburg.  It operates scheduled and charter flights to
103 domestic and international destinations.



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


NAFTA PETROCHEM: Methanol Buys Key Assets for EUR5.6 Million
------------------------------------------------------------
Natasha Alperowicz at IHS Chemical Week reports that
The Methanol Corp. has acquired key assets of bankrupt
Nafta Petrochem for EUR5.6 million (US$6.3 million) in an auction.

According to IHS Chemical Week, the deal includes two wholly owned
subsidiaries of Nafta Petrochem, Metanol and Rezervoarji, as well
as a 49% stake in the firm Industrijske storitve.

US Methanol was co-founded by two energy industry entrepreneurs
with experience in private and publicly traded enterprises in
energy and technology, IHS Chemical Week discloses.

Nafta Petrochem is based in Lendava, Slovenia.


TELEKOM SLOVENIJE: Moody's Confirms Ba2 CFR, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has confirmed Slovenian telecoms
provider Telekom Slovenije d.d.'s Ba2 corporate family rating,
Ba2-PD probability of default rating and Ba2 senior unsecured
ratings.  The outlook on the ratings remains negative.

The rating action concludes the review process that was initiated
on June 18, 2015.

"This confirmation reflects our expectation that the company is
now focused on refinancing its large bond maturity in December
2016 and we assume a successful completion of this refinancing
exercise in the near term, which will be a positive development
for the company's credit profile," says Ivan Palacios, a Moody's
Vice President - Senior Credit Officer and lead analyst for
Telekom Slovenije.

"This refinancing exercise is now the company's priority following
the failed sale of the Slovenian government's stake in Telekom
Slovenije to Cinven and the termination of the privatisation
process," adds Mr Palacios.

RATINGS RATIONALE

The confirmation of the rating at Ba2 reflects Moody's expectation
that the company will make substantial progress over the coming
months in refinancing its December 2016 bond maturity.  While the
refinancing exercise has only recently started and could take some
time to complete, this process is now a priority for the
management team.

Moody's views the successful completion of the refinancing
exercise as highly likely, in light of Telekom Slovenije's state
ownership and its relatively strong business and financial
profiles, which make it an attractive credit for domestic and
international lenders.

With low financial leverage relative to other Ba2 rated credits
and a strong market position, the rating considers that Telekom
Slovenije has the potential to weather the current negative
operating trends facing the company.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects that, while the probability of
completing the refinancing exercise is very high, the process is
subject to a number of bureaucratic approvals that could delay the
whole exercise and increase the difficulty or cost of completion.

The negative outlook also reflects the company's challenging
operating environment, characterized by continued revenue
declines, mainly driven by price pressures in the mobile business
and in the B2B segment.  In the fixed line segment, fibre
regulation is obliging the incumbent to open its network to
competitors at low prices, reducing the competitive advantage of
network quality differentiation.  In addition, Telekom Slovenije
is now competing with stronger integrated players, after the
acquisition of Tusmobil by Telemach and the acquisition of Amis by
Telekom Austria, the owner of Si.mobil.

In light of the pressure on revenues, the company can only
continue to cut costs in order to mitigate the impact on
profitability and cash flows.  Moody's also notes that free cash
flows could also come under pressure if (1) the company keeps its
current aggressive dividend policy; (2) it buys spectrum in an
auction that the government plans to complete in 2016; or (3) it
increases capex in order to help the country meet the European
Commission's Digital Agenda targets, where it lags behind the
European average.

The negative outlook also factors in the event risk related to the
company's participation in the privatization process of Telekom
Srbija, the incumbent operator in Serbia.  Moody's understands
that Telekom Slovenije has submitted a non-binding offer for
Telekom Srbija, in a process that could be completed in the coming
months.  Telekom Srbija is a larger company than Telekom Slovenije
and therefore a fully debt-financed acquisition of the target
could increase Telekom Slovenije's leverage substantially.

WHAT COULD CHANGE THE RATING DOWN/UP

The rating could come under further downward pressure if (1)
Telekom Slovenije does not complete the refinancing of the 2016
bond maturity in the near term; (2) the company's underlying
operating performance weakens beyond current expectations; (3) the
company were to make large extraordinary shareholder
distributions, or material debt-financed acquisitions, investments
or cash calls as a result of litigation such that its credit
metrics deteriorated (including adjusted retained cash flow
(RCF)/debt sustainably below 25% and adjusted debt/EBITDA towards
2.5x).

Moody's do not currently anticipate upward rating pressure in
light of the negative rating outlook.  Upward rating pressure
would require (1) an improvement in Telekom Slovenije's liquidity
profile; (2) an improvement in the overall business conditions
supporting stronger revenue, EBITDA and cash flow growth; and (3)
the company to sustain its current credit metrics, such as
adjusted debt/EBITDA well below 2.0x, together with positive free
cash flow generation on a sustainable basis.

Domiciled in Ljubljana, Slovenia, Telekom Slovenije d.d. is an
integrated telecommunications provider in Slovenia, with a
presence in Kosovo, Macedonia, Bosnia and Herzegovina, Croatia,
Serbia and Montenegro.  In 2014, Telekom Slovenije reported
operating revenues of EUR756 million and EBITDA of EUR170 million.



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


DEOLEO SA: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------
Moody's Investors Service downgraded Deoleo S.A.'s corporate
family rating (CFR) to B3 from B2 and probability of default
rating (PDR) to B3-PD from B2-PD. Concurrently, Moody's has also
downgraded to B3 from B2 the ratings on the EUR460 million first
lien term loan and the EUR85 million first lien revolving credit
facility, and to Caa2 from Caa1 the rating on the EUR55 million
second lien term loan. The rating outlook remains stable.

RATINGS RATIONALE

The rating action reflects Moody's expectation that Deoleo's
credit metrics will no longer remain commensurate with a B2 CFR
for an extended period of time as Moody's anticipates the
company's Moody's-adjusted debt/EBITDA could reach 11.0x by year-
end 2015 compared to 6.9x at year-end 2014, which exceeds the
indicated level for potential downgrade pressure on the B2 CFR.

The increase in leverage is due to deteriorating operating
performance resulting from margin pressure due to the significant
price increases of extra virgin olive oil registered in the last
12 months. Although the ratings incorporate the inherent
volatility in olive oil markets, the price increase experienced in
2014/2015 was unprecedented and above Moody's own conservative
assumptions.

Following a poor harvest season in Spain and a bacterial epidemic
in Italy, olive oil production was down 29% globally and 42% in
the European Union on the previous season, according to the
International Olive Council (IOC). This resulted in the highest
olive oil prices in the last ten years, with price increases for
extra virgin olive oil of 58% in Spain, 36% in Italy, 37% in
Greece and 43% in Tunisia at the end of August 2015 compared to a
year ago.

In this context, Deoleo was only able to partially transfer raw
material price increases to the final customers. The resulting
pressure on gross margins caused a decreased of EBITDA from
EUR41.3 million in H1 2014 to EUR 23.0 million in H1 2015. Cash
flow generation has also been below expectations in 2014 and H1
2015 with negative free cash flow of EUR -31 million in 2014 and
EUR -55 million in H1 2015 respectively.

Any improvement in financial performance hinges on the upcoming
harvest, on which there is still limited visibility at this stage.
According to some early forecasts, while the 2015/2016 harvest
season should be somewhat better than last year, prices are
expected to decrease but to remain higher than historical levels.
As a result, pressure on margins and liquidity may persist.

On a positive note, the company was able to maintain market shares
in its core markets and consumption of olive oil continues to be
sustained. Additionally, with CVC gaining control over the
company, a new CEO and CFO with international experience in
consumer goods were recently appointed and they are currently
reviewing a number of strategic initiatives aimed at increasing
gross margins.

As of June 30, 2015, the company has cash balances of
approximately EUR50 million and approximately EUR61 million
available under its undrawn revolving credit facility (RCF)
maturing in 2020. However, Moody's believes that the company's
ability to fully draw down its RCF could become constrained over
the coming quarters as a result of limited headroom under the
facility's first lien net leverage covenant of 7.75x. The covenant
is only tested at the end of each quarter when the RCF is used
above 40% or EUR35 million. In other words, the company can draw
under the RCF for up to another EUR10 million (based on the 30th
June 2015 drawn RCF amount of EUR24 million) without triggering a
covenant test. The company has no material debt maturities before
June 2021.

The rating is also supported by the company's leading market
position in the fragmented olive oil market worldwide, a strong
portfolio of internationally recognized brands, and good
geographical diversification.

OUTLOOK

The stable rating outlook assumes that the company's performance
will improve in 2016 in line with Moody's expectations, associated
with a recovery in margins following a normalization of olive oil
prices globally.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could downgrade the ratings if the company fails to
deleverage from the current levels, in the event of lack of
improvement in operating performance in 2016, if the liquidity
position weakens as a result of negative free cash flow, and/or if
the company breaches covenant.

Upward pressure on the ratings could arise if operating
performance starts recovering sustainably over the next 12 to 18
months. Over time, there could be positive pressure if Moody's-
adjusted debt/EBITDA ratio falls to below 6.0x on a sustained
basis whilst generating positive free cash flow and keeping a
solid liquidity profile.

Founded in 1990 and headquartered in Madrid, Deoleo is the largest
branded olive oil company globally. The company engages in the
refining, blending, distribution and sale of olive oil (84% of
revenues), seed oil (14%) and vinegars and sauces (2%) mostly
through the retail channel. Deoleo generated EUR773 million sales
in 2014. The company is majority owned by funds advised by CVC
Capital Partners, a leading private equity firm.


ENCE ENERGIA: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Spanish
pulp and electricity producer Ence Energia y Celulosa S.A. to
stable from negative.  At the same time, S&P affirmed its 'BB-'
long-term corporate credit ratings on the company.

S&P also affirmed its recovery rating on the EUR225 million senior
secured notes at '4', reflecting S&P's expectation of average
recovery in a case of default.  The issue rating for the notes is
'BB-' in line with the corporate credit rating (CCR).  The
recovery prospects are at the lower end of the 30%-50% range.

The outlook revision reflects S&P's view that Ence's credit
measures have recovered thanks to the company's turnaround plan
and a supportive operating environment.  It also incorporates
S&P's view that Ence's operational and financial performance
should continue to improve over 2015 and 2016, with credit metrics
fitting comfortably within S&P's "significant" financial risk
profile category, that is, funds from operations (FFO) to debt
above 25% and debt to EBITDA below 3.5x, including S&P's
adjustments.

Ence has been benefiting from strong momentum in bleached
eucalyptus pulp (BEK) prices over the past year, as well as from
the strength of the U.S. dollar against the euro.  Additionally,
the company has been delivering on its recovery plan, improving
its cost position since the closure of a loss-making pulp plant in
Huelva.  Ence has implemented a series of initiatives which have
already led to lower wood and processing costs over the last
quarters.  S&P sees further operational improvements continuing,
going forward, with a new pricing structure for wood fiber where
suppliers' wood prices will be linked to pulp prices, introducing
some flexibility which should benefit Ence in the coming years.

S&P's view of Ence's "weak" business risk profile stems from its
narrow product diversity and limited size and scope, with only two
pulp mills and three stand-alone biomass energy plants, all of
which are located in Spain.  Ence's heavy exposure to the highly
cyclical pulp markets further constrains its business risk
profile.  Pulp prices are inherently volatile and depend on a
number of exogenous factors including unpredictable demand from
Asia and the timing of new capacity additions.  As a result, S&P
maintains its view that Ence's profits will remain volatile due to
its exposure to pulp markets and foreign exchange rates.  These
weaknesses are partly offset by S&P's forecast of relatively
strong profitability with the EBITDA margin rising to above 20%,
supported by an improved cost position following the closure of
the Huelva pulp facility, and the good progress Ence has already
achieved in its profit improvement program.  S&P also continues to
acknowledge Ence's fairly efficient logistics with pulp mills
located close to port terminals and just-in-time delivery to
clients in Europe, as well as its exposure to growing end-markets,
with tissue companies accounting for about 50% of pulp sales.

"We continue to view Ence's financial risk profile as
"significant" and consider the efficiency investment plan and cost
cutting measures implemented over the past year to have placed
Ence in a fairly comfortable position to return to previous years'
leverage levels by the end of 2015, with a ratio of debt to EBITDA
of well below 4x.  We include Ence's project finance debt of about
EUR102 million as of June 30, 2015 in our adjusted debt because,
although it is nonrecourse, we assess the energy operations as
core to the group.  We also include Ence's utilization under its
factoring arrangements of around EUR103 million, and operating
lease liabilities of around EUR14 million, but deduct EUR90
million of surplus cash.  We consider Ence's long-dated debt
maturity schedule and its flexible capital expenditure (capex)
program as strengths for the financial risk profile.  However, we
still view Ence's cash flow generation as very cyclical and
volatile, stemming from its high dependence on pulp prices and
fluctuations in the euro and U.S. dollar exchange rate," S&P said.

S&P's base case assumes:

   -- BEK list price of about $750 per ton in 2015 and $730 in
      2016;

   -- Average discount on pulp sales remaining at about 21.5%;

   -- Continued improvement in Ence's cash cost position in 2015
      and 2016 due to the closure of Huelva and efficiency
      investments; and

   -- Capex of about EUR75 million-EUR80 million in 2015,
      possibly increasing from 2016 should the company decide to
      pursue expansionary biomass energy investments abroad.

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

   -- EBITDA margins of 24%-27% in 2015-2016;
   -- FFO to debt above 25%;
   -- Debt to EBITDA below 3.0x; and
   -- EBITDA interest coverage above 5x.

The stable outlook reflects S&P's view that Ence's operating
performance will continue to recover over the next 12-18 months,
with credit measures remaining at levels S&P considers
commensurate with a 'BB-' rating.  Specifically, S&P expects Ence
to maintain an FFO to debt of about 25% and debt to EBITDA of
below 3.5x, leaving some headroom within the financial risk
profile to take into account the inherent volatility in pulp
prices and exchange rates.

S&P considers a positive rating action to be remote at this stage
given the potential softening of the currently buoyant pricing
environment for pulp, as well as possible new investments in
biomass energy, which could limit a sustained improvement in
credit metrics.

S&P would consider a positive rating action if Ence achieves
substantially better credit metrics than S&P envisage in its base
case, with credit ratios such as FFO to debt above 30% and debt to
EBITDA of well below 3x on a sustained basis.

S&P would consider a negative rating action if Ence's operating
performance were to deteriorate to such an extent that FFO to debt
were to fall below 20% and net debt to EBITDA stood above 4x on a
sustained basis.  This could, for instance, materialize in the
face of a prolonged weakness in demand, translating into lower
than anticipated sales volumes and depressed pulp selling prices.
A downgrade could also be the result of an unfavorable development
of the euro against the U.S. dollar, coupled with a significant
increase in the group's cash costs, or if the company embarks on
substantially heavier investments than in S&P's base-case
scenario.



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


CARE UK: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term corporate credit rating on U.K.-based health care group
Care UK Health & Social Care Investments Ltd. (Care UK) to 'B-'
from 'B'.  The outlook is stable.

In addition, S&P lowered its issue rating on the first-lien senior
secured floating-rate notes issued by Care UK Health & Social Care
PLC to 'B-'.  The recovery rating on these notes remains unchanged
at '3', indicating S&P's expectation of meaningful (50%-70%)
recovery in the event of a payment default.

At the same time, S&P lowered the issue ratings on the second-lien
floating-rate notes to 'CCC' from 'CCC+'.  The recovery rating on
these notes is '6', reflecting S&P's expectation of negligible
(0%-10%) recovery prospects in the event of a default.

The downgrade reflects S&P's view that Care UK's recent debt
repayments will have only a limited positive impact on its credit
metrics.  S&P anticipates that the group's fixed-charge coverage,
reflecting its ability to cover lease expenses and interest
obligations from earnings, will remain below 1.5x over the next
18-24 months.

This is primarily because the operating environment for care home
and independent health care providers is becoming increasingly
challenging.  This industry will form the core of the continuing
business for Care UK following the recent sale of the mental
health, care-at-home, and learning disability businesses.
Scheduled increases in the national living wage in October 2015
and again in April 2016 are expected to have a substantial impact
on the profitability of care home providers, as wages account for
the vast majority of their operational cost base.  Despite ongoing
stakeholder discussions across the sector, S&P expects that Care
UK will not be able to fully mitigate these increased costs as a
result of having significant exposure to government-paid beds in
its residential care business unit.  The health care division will
also face tightening margins in light of the impending renewals of
contracts for second-wave independent treatment centers, which
will be renegotiated at the prevailing NHS tariff.  This tariff is
substantially lower than the currently contracted prices.

S&P's view of Care UK's "highly leveraged" financial risk profile
reflects its financial-sponsor ownership and its forecast that its
Standard & Poor's-adjusted debt-to-EBITDA ratio will be around
8.0x for full-year 2015, rising to 9.3x in 2016 owing to a decline
in normalized EBITDA for the continuing business.  The reduced
profitability, combined with ongoing debt-funded expansion in
residential care, means that free operating cash flows will
continue to be negative over the next 24 months.  Lease expense
obligations have not been greatly affected by the recent disposals
and so S&P expects that fixed-charge coverage will not improve to
1.5x or above in the near future.  Care UK may increasingly draw
on its GBP65 million revolving credit facility (RCF) to fund
operating expenses and capital expenditure (capex).  Care UK's
debt structure has been significantly reduced during the financial
year, with the balance on the first-lien senior secured notes now
standing at GBP230 million and the second-lien notes at GBP42.6
million following multiple redemptions up until August 2015.  S&P
do not provide any credit for surplus cash due to the company's
"weak" business risk profile and financial-sponsor ownership.

S&P's assessment of Care UK's business risk profile as "weak"
incorporates S&P's view of the group's "very low" country risk --
it derives all of its revenues in the U.K. -- and S&P's view of
the health care services industry's "intermediate" risk.  This
reflects the importance of third-party payors and the government
in the group's reimbursement mechanism.

"Our assessment of Care UK's business risk profile is constrained
by our view of the group's leasehold-based growth strategy and its
exposure to public funding in the U.K.  It derives most of its
revenues from local authorities and the U.K.'s National Health
Service (NHS).  Although the U.K. government's health and social
care budgets are somewhat ring-fenced from funding cuts, the NHS
and local authorities remain under pressure to realize substantial
cost savings.  This continues to squeeze the volumes and margins
of private health care providers.  Care UK, however, still enjoys
a strong market position and has good ratings with sector
regulators such as The Care Quality Commission.  We see this as an
important competitive advantage, given the heightened regulatory
scrutiny in the health care sector.  The ageing U.K. population
supports the company's growth prospects, and the company's
strategy of having more private payors in its customer base for
residential care homes should help to mitigate the margin pressure
in the health care division and other government-dependent revenue
sources.  Although the overall group will be smaller following the
recent disposals, we expect that the company will be able to
continue to enjoy economies of scale and improving performance
based on its size and track record in the remaining residential
and health care businesses," S&P said.

S&P's base case for Care UK assumes:

   -- U.K. GDP growth of 2.6% in 2015 and 2.8% in 2016.  However,
      S&P expects the U.K. government to continue its efforts to
      curb health care and social care expenditure, in accordance
      with deficit-cutting measures;

   -- Revenue decline of 7%-10% in 2015 and 2016, reflecting the
      smaller continuing business with reductions offset by the
      full-year effect of new maturing sites;

   -- Mid-single-digit percentage revenue growth for the
      continuing business in 2017;

   -- Adjusted EBITDA of about GBP76 million in 2015, falling to
      approximately GBP67 million in 2016;

   -- Reduced EBITDA margins in financial-year 2016 and beyond,
      reflecting the higher operational costs derived from higher
      wage costs, continued pressure on reimbursement by public
      authorities, the integration of new site developments, and
      increased rental costs; and

   -- Annual capex of GBP25 million-GBP35 million, reflecting
      ongoing investment in the asset base and infrastructure
      network.

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

   -- An adjusted debt-to-EBITDA ratio of about 8.0x in 2015
      rising to 9.3x in 2016; and

   -- Adjusted fixed-charge coverage of about 1.2-1.3x.

S&P derives its 'B-' rating on Care UK from our anchor of 'b-',
which in turn is based on S&P's "weak" business risk profile and
"highly leveraged" financial risk profile assessments for the
group.

There is a single maintenance covenant on the proposed RCF that
states that the ratio of drawn super senior gross debt to EBITDA
must not be greater than 1.75x.  S&P projects that Care UK will
maintain at least adequate (15%) headroom under this covenant over
the next few years.

The stable outlook reflects S&P's view that Care UK will continue
to generate modest operating cash flow despite the reduced
profitability, reflecting the still-challenging operating
environment.  S&P expects capex, critical to the growth strategy,
to continue to be debt-funded.  However, S&P expects free
operating cash flow to improve over the next 18-24 months, with
fixed-charge coverage of 1.2x-1.3x on a constant basis.

S&P could take a positive rating action if Care UK is able to
substantially improve profitability margins and generate free
operating cash flow on a sustainable basis.  In S&P's view, the
boost to profitability would mostly come from an increased
proportion of private payers in the residential care segment,
which enjoys marginally higher margins and would result in higher
earnings.  This would help the fixed-charge coverage ratio to rise
above 1.5x on a sustainable basis with minimal refinancing risk,
dependent on the maturity profile and size of Care UK's debt
structure.

S&P could lower the rating on Care UK if free operating cash flow
continues to be negative and the RCF is close to fully drawn down,
which could also lead to the revision of S&P's liquidity
assessment to "weak."  This is most likely to happen if Care UK is
unable to mitigate the challenging operating environment in its
business environment owing to higher wage costs and lower NHS
tariffs, resulting in a substantial decline in cash generation.
In addition to tightening liquidity driven by falling earnings,
the reduction of headroom under the maintenance covenants linked
to the RCF could also trigger a downgrade.


COOPER GAY: Moody's Continues Review of B3 CFR for Downgrade
-----------------------------------------------------------
Moody's Investors Service continues to review for downgrade the
ratings of Cooper Gay Swett & Crawford Ltd. (CGSC, corporate
family rating B3, probability of default rating B3-PD) based on
the company's weak profitability, financial leverage and interest
coverage metrics. The B2 rating on CGSC's revolving credit
facility and first-lien term loan and the Caa2 rating on its
second-lien term loan also remain on review for downgrade.

RATINGS RATIONALE

The ongoing review will focus on the timing and magnitude of
CGSC's strategic initiatives to restore revenue and EBITDA growth,
progress on expense reduction and other restructuring efforts, and
prospects for reducing financial leverage and enhancing fixed
charge coverage, said Moody's. Through the first half of 2015,
CGSC reported steady performance in its North American business,
accounting for nearly 60% of commissions and fees, while the
company saw pricing and volume declines in all of its
international regions: UK, Europe, Latin America and Asia Pacific.

CGSC's debt-to-EBITDA ratio remained above 10x for the 12 months
through June 2015 (on a Moody's adjusted basis) while (EBITDA -
capex) interest coverage fell below 1x. The rating review will
consider the company's ability to improve these metrics to levels
consistent with its current ratings.

While CGSC has a good market presence as a wholesale and
reinsurance broker and is well diversified across geographic
regions and business lines, declines in revenue and earnings in
part reflect negative pricing and volume trends in the reinsurance
sector, where traditional carriers and brokers face declining
demand from reinsurance buyers and growing competition from
alternative capital sources.

Factors that could lead to a downgrade of CGSC's ratings include:
(i) debt-to-EBITDA ratio remaining above 8x on a sustained basis,
(ii) (EBITDA-capex) coverage of interest remaining below 1.2x,
and/or (iii) free-cash-flow-to-debt ratio consistently below 2%.

Conversely, the ratings could be confirmed in the event of: (i)
strategic actions to restore revenue and EBITDA growth, (ii) debt-
to-EBITDA ratio trending down toward 8x or below, (iii) (EBITDA-
capex) coverage of interest of exceeding 1.2x, and/or (iv) free-
cash-flow-to-debt ratio consistently exceeding 2%.

CGSC's revolving credit facility is available to CGSC and certain
designated subsidiaries, including CGSC of Delaware Holdings
Corporation (CGSC DE), and the group's term loans were issued by
CGSC DE. The facilities are guaranteed by all direct and indirect
material subsidiaries of CGSC, and facility borrowings by CGSC DE
and other designated subsidiaries are also guaranteed by CGSC. In
addition, the facilities are secured by substantially all assets
of CGSC, CGSC DE and US guarantors, including the capital stock of
material subsidiaries.

Moody's is reviewing for downgrade the following ratings (and loss
given default (LGD) assessments):

CGSC corporate family rating B3;

CGSC probability of default rating B3-PD;

CGSC and CGSC DE US$75 million revolving credit facility expiring
in April 2018 rated B2 (LGD3);

CGSC DE US$305 million first-lien term loan due in April 2020
rated B2 (LGD3);

CGSC DE US$120 million second-lien term loan due in October 2020
rated Caa2 (LGD5).

Based in London, England, CGSC is an independent wholesale,
underwriting management and reinsurance broker group, placing over
US$5 billion of premiums annually for clients in London, US and
international insurance markets. For the 12 months through June
2015, the company generated revenue of US$369 million.


DANIEL STEWART: Fails to File Annual Accounts, Shares Suspended
---------------------------------------------------------------
Kate Burgess at The Financial Times reports that shares in Daniel
Stewart Securities have been suspended for the third time this
year after it again failed to meet the deadline for its annual
accounts.

The company, in which colorful entrepreneur Rob Terry has a 9%
stake, said it was working towards a funding package that it
expects to announce shortly, the FT relates.  After that it
expects to be able to publish its 2015 accounts and resume trading
on the Alternative Investment Market (Aim), the FT discloses.

According to the FT, this week the company said it had revised
upwards bad debt write-offs and expected to report an increased
pre-tax loss of GBP1.36 million for the year to March.

The company's shares were suspended in May after Westhouse
Securities quit as its nominated adviser -- or nomad -- and only
reinstated after it appointed a new nomad, the FT relays.

Daniel Stewart's shares were also suspended a year ago after the
company, struggling with a shortfall of regulatory capital, failed
to publish its accounts for the year to March 2014, the FT
recounts.

Aim companies must file their accounts within six months of the
year-end, the FT states.

Daniel Stewart can be suspended for six months from Oct. 1, after
which its shares will be cancelled, the FT notes.

Daniel Stewart is a small-cap broker.


HASTINGS INSURANCE: Moody's Puts B2 Ratings on Review for Upgrade
-----------------------------------------------------------------
Moody's Investor Service placed on review for upgrade the B2
senior secured debt ratings on Hastings Insurance Group (Finance)
plc (Hastings or Group) and the Ba3 insurance financial strength
rating on Advantage Insurance Company Limited (AIC), the Group's
insurance operating subsidiary.

This rating action follows Hastings' announcement on 15 September
that it intends to proceed with an initial public offering (IPO)
of the ordinary shares of a parent company of Hastings on the
London Stock Exchange.

RATINGS RATIONALE

The review for upgrade reflects Moody's expectation that there
will be a sustained material increase in equity base of both the
Group and AIC following the IPO and associated refinancing. This
is likely to reduce materially the Group's financial leverage,
calculated on a Moody's basis. Furthermore, there is positive
pressure on the ratings as the Group continues to grow profitably,
with the YE2014 return on capital (ROC) at 8%, and enhance its
business franchise.

As per the Group's announcement, the IPO will comprise an issue of
new shares to raise approximately GBP180 million in gross proceeds
and the sale of a proportion of the existing shares held by
various shareholders. Following the IPO and associated capital
restructuring, the equity base of the Group will increase
significantly, thereby materially improving Moody's view of the
Group's capital adequacy, which is currently seen as a key credit
weakness. Furthermore, Hastings will downstream part of the
proceeds from the IPO to AIC's equity base to boost capital for
anticipated continued growth in the business and in advance of
Solvency II capital requirements.

At YE2014, the Group's financial leverage, calculated on a Moody's
basis, stood at 88% and is therefore a key rating constraint.
However, Hastings plans to use the net proceeds from the sale of
new shares to redeem a portion of its outstanding senior secured
notes, and subsequently redeem the balance of the notes using new
bank facilities. A reduction in the senior secured debt together
with the IPO related equity increase would likely reduce Hasting's
financial leverage significantly on a Moody's basis with Hastings
internal net-debt-to-EBITDA metric reducing from 3.2x as at H1
2015 to 2.5x.

With regard to Hastings' franchise, Moody's notes that the Group
now has a 5.5% share of the UK personal motor market, having grown
customer policies at a compound rate of 22.5% over the last three
years to 1.88 million. However, although the Group's franchise has
strengthened, Moody's believes it remains relatively weak compared
to the Group's largest peers in the UK personal insurance market.

Commenting on profitability, Moody's notes that Hastings' top line
growth continues to translate into growth of the Group's reported
earnings before interest, depreciation and amortisation, which on
an adjusted basis increased by 18% to GBP106.4m in 2014.
Furthermore, despite material interest expenses relating to the
senior secured notes, Hastings continued to report an overall
bottom line profit amounting to GBP 57.7 million for 2014, which
equates to 8% ROC calculated on a Moody's basis. Following the
planned refinancing of the senior secured notes, the Group's
bottom line will likely benefit from lower interest expenses.
Therefore, Moody's expects that, adjusting for nonrecurring IPO
and re-financing charges, the Group will continue to generate ROCs
above 6%.

WHAT COULD CHANGE THE RATING UP / DOWN

The ratings could be upgraded by up to two notches in the event
that the Group successfully executes its IPO, associated capital
restructuring and refinancing plans as per the announcement on 15
September, leading to a significant decrease in the leverage
profile of the Group.

Given that Hastings' ratings are on review for upgrade, a negative
rating action is unlikely. However, should the IPO or subsequent
refinancing not complete in line with plans, the outlook on the
ratings may return to stable. In the longer-term, negative rating
action could also be driven by (1) a significant and sustained
reduction in profitability; or (2) a material decline in
reinsurance capacity or materially less favourable quota share
arrangements.

The following ratings were placed on review for upgrade:

  Hastings Insurance Group (Finance) plc - senior secured fixed
  rate notes at B2

  Hastings Insurance Group (Finance) plc - senior secured floating
  rate notes at B2

Advantage Insurance Company Limited - insurance financial strength
at Ba3

Hastings Insurance Group (HIG) was established in 2012, when
Hastings Insurance Group acquired the Advantage Group. Prior to
this acquisition AIC (formed in 2002, incorporated in Gibraltar)
and HISL (formed in 1997, incorporated in the UK) were related
parties owned indirectly by substantially the same shareholders.
HIG underwent a change in ownership on 8 January 2014 whereby the
former shareholders (being the management team that led the MBO in
2009) sold a material portion of their stake in HIG to private
equity investor, Goldman Sachs Merchant Banking Division ("Goldman
Sachs"). As part of this transaction, Hastings issued senior
secured notes to external institutional investors through a new
legal entity Hastings Insurance Group (Finance) plc.


HASTINGS INSURANCE: Fitch Affirms 'B+' IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Jersey-based Hastings Insurance Group
(Finance) plc's Long-term foreign currency Issuer Default Rating
(IDR) at 'B+' with a Stable Outlook.  Fitch has also affirmed
Hastings Insurance Group (Finance) plc's GBP150 mil. senior
secured floating-rate notes due 2019 and its 8% GBP266.5 mil.
senior secured fixed- rate notes due July 2020 at 'BB-'/'RR3'.

The affirmation reflects Hastings' robust business model, positive
cash flow generation and continued deleveraging profile.  The
insurer has maintained a favorable underwriting performance in the
face of a competitive motor insurance market, while broker fee
income generation remains strong.  The affirmation does not factor
in any potential improvement in the group's financial profile
following successful completion of the IPO.

KEY RATING DRIVERS

Consistent Underwriting/Broker Profitability

Advantage Insurance Company Limited (AICL), the group's
underwriter, continues to achieve sub-100% combined ratios (i.e.
the company underwrites profitably) in a highly competitive and
challenging operating environment.  AICL reported a combined ratio
of 90% at HY15 (HY14: 90.4%), in line with the group's business
plan.  Underwriting performance continues to compare well with
peers.  Hastings' broker arm (Hastings Insurance Services Ltd
(HISL)) also continues to report growing fee and commission
income.

Broker/Underwriter Business Model

HISL operates a traditional insurer panel on which both AICL and
third-party insurers sit.  This provides the broker with a greater
ability to channel customers between AICL and third-party panel
insurers, adjusting volumes to current pricing conditions in
accordance with AICL's risk appetite.

High Execution Risk

The group is concentrated in the UK motor market, which is subject
to significant competition, resulting in pricing pressures.
Moreover, the group's main distribution channel is aggregator
websites, which are highly price sensitive.  Risk is exacerbated
by the requirement for the company to achieve significant revenue
growth across the duration of its business plan.  Both the broker
and the underwriter could be subject to significant volatility
given the high execution risk.  This will constrain the IDR at
'B+' unless considerable revenue growth is achieved in an
environment of increased competition.

Deleveraging Driven by Broker

Funds from operations (FFO)-based leverage and coverage metrics
continue to be supported by the cash generated by HISL's broking
income, contributing to free cash flow margins of around 10% in
2016-2017.  AICL also remains profitable, as reflected in a
reported combined ratio of 90% in 1H15.  However, because AICL
needs to maintain its regulatory capital buffer at all times ahead
of Solvency II implementation, this limits the amount of cash
available for debt service.  Fitch forecasts FFO adjusted leverage
to decline from approximately 4.5x at year-end 2014 to 4.0x in
2017.  FFO fixed charge cover is expected to increase from 2.6x at
year-end 2014 to above 3.0x by year-end 2017.

Successful Completion of IPO

The execution of a successful IPO would be a positive development
for the group's credit profile, as the company plans to use
proceeds to reduce leverage on its balance sheet.  Hastings
expects to issue new shares to raise approximately GBP180m in
gross proceeds and sell a proportion of existing shares. The
proceeds would be used to redeem a portion of the outstanding
senior secured notes.  The company anticipates using new bank
facilities to redeem the remainder of the notes later in the year.

RATING SENSITIVITIES

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

   -- FFO gross leverage below 3.5x on a sustained basis.
   -- FFO interest cover above 4.0x on a sustained basis.
   -- Sustained increase in margin to 26%, indicating an improved
      competitive position across divisions.

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

   -- FFO gross leverage above 5.0x on a sustained basis.
   -- FFO interest cover below 2.5x on a sustained basis.
   -- Significant underperformance of HISL/AICL or adverse
      reserve developments in AICL resulting in margin pressure.


STONEGATE PUB: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed B2 corporate family rating
and a B2-PD probability of default rating (PDR) of Stonegate Pub
Company Limited, the largest privately held managed pub company in
the UK.  Moody's also affirmed B2 senior secured ratings and loss
given default (LGD) assessment of LGD4 of the GBP340 million
senior secured fixed rate notes due 2019 and GBP140 million senior
secured floating rate notes due 2019 of Stonegate Pub Company
Financing plc.  The outlook for all ratings is stable.

Stonegate has announced its acquisition of TCG, a drink-led pub
portfolio of 53 pubs across the UK.  The transaction is being
financed with a GBP80 million tap of the senior secured fixed rate
notes due 2019, as well as sale-leaseback proceeds.

RATINGS RATIONALE

Affirmation of the B2 corporate family rating reflects Stonegate's
relatively small size (665 units pro forma after the acquisition),
limited operating history (established in 2010) and private
company status.  It also considers Stonegate's material leverage
of around 7.0x and modest coverage of approximately 1.3x, as well
as limited retained cash flow.  Counterbalancing these weaknesses,
the UK pub industry is in the process of stabilization following a
number of challenging years, and Stonegate is operating in the
faster-growing and better performing managed (rather than
tenanted) segment.  Also positively, the issuance is supported by
first liens on the majority of the company's assets, and
anticipated adequate liquidity.  Since its initial rating in April
2014, Stonegate demonstrated positive like-for-like results, and
prompt and profitable integration of acquired assets.  Moody's
expects the company to follow a similar strategy with respect to
the TCG portfolio.

Stonegate's leverage is elevated and coverage modest at
approximately 7.0x and 1.3x pro-forma for the first year of
operation following the transaction, respectively.  Moody's
expects these metrics to improve as a result of growth in the
sector, successful completion of the integration efforts and some
margin expansion due to realized economies of scale.

Moody's believes that Stonegate's liquidity will be adequate for
the company's ongoing operational requirements.  The company is
expected to generate positive free cash flow, although modest, and
has an undrawn GBP25 million revolving credit facility (RCF) with
will be upsized to GBP50 million for one year in conjunction with
this acquisition.  The revolver matures in 2018, one year ahead of
the notes.  The increased RCF will provide Stonegate with
additional liquidity cushion.

The B2 ratings of both senior secured notes (together GBP480
million including the GBP80 million tap) is in line with the B2
CFR, given that both notes rank pari passu amongst each other.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Stonegate's success to date in
acquiring and integrating a material portfolio of pubs throughout
the UK while improving its KPIs.  Moody's expects the company to
continue showing moderately improving coverage and leverage trends
over time.

WHAT COULD CHANGE THE RATING UP/DOWN

A sustained improvement in fixed charge closer to 1.8x and
leverage below 6.5x combined with consistently positive FCF and
good liquidity would be viewed positively.

A weakening in Stonegate's performance such that coverage and
leverage fall below their current pro-forma levels of
approximately 1.3x and approximately 7.0x would put negative
pressure on the rating, as would persistent negative FCF or
aggressive changes in financial policy and liquidity management.

The principal methodology used in these ratings was Global
Restaurant Methodology published in June 2011.



===============
X X X X X X X X
===============


* European Gaming Faces Major Shakeup From M&A, Fitch Says
----------------------------------------------------------
Strong competition and weaker operating margins for betting shops,
as well as a heavy tax and regulatory burden and high capex
requirements, will drive a major rationalization of the betting
industry in Europe, Fitch Ratings says.

The recent proposed Ladbrokes/Gala Coral and Paddy Power/Betfair
mergers are the starting points in this process, which should
result in generally improved credit profiles and more resilient
business models in the medium term for the emerging groups as
synergies and cost cutting programs take effect.  Deals are
unlikely to be debt-funded, given the existing debt profile of the
sector, and in some cases may be accompanied by fresh equity
injections, as we have recently seen ahead of the proposed
Ladbrokes/Gala Coral merger.

The EMEA gaming market is very competitive, with over-the-counter
business in UK betting shops particularly hard hit.  The
competitive pressures will only accelerate as online and app
betting take bigger market shares and we therefore expect the
number of operators and physical outlets to drop significantly in
the next three to five years.

The drive to merge is also the result of new tax and regulatory
challenges.  For example, in the UK the introduction of a GBP50
'marker' on machine gaming, prompting punters to review their
machine spend, is likely to reduce gross win for betting groups by
up to 5%.  Governments' desire to raise revenue and cut spending
will also hit operating margins.  The UK has increased its tax on
gaming machine profits from 20% to 25%, while in Italy the state
is cutting the fees paid to gaming concessions.

Merged gaming companies should be able to offset the impact of
increased taxes and regulation by reducing their cost base through
improved IT systems, greater economies of scale and more efficient
labor policies.  There may however be execution risks linked to
different cultures, particularly where older traditional bricks
and mortar betting groups merge with young online companies.

Fitch believes that the transition from physical outlets to online
betting will continue the need for heavy and prolonged capex
investment in gaming platforms and software.  As the life of games
shortens due to increased customer expectations, the level of
capex as a percentage of sales may be higher than historically.
This is already the case with sportsbook betting, which is taking
business away from more traditional betting forms, such as horse
racing.  An attractive sportsbook offer, however, requires large
and continual capex, allowing real time and complex and varied
betting packages.  If these investments fail to translate into
stronger profit and cash flow they could act as another driver for
consolidation.

This higher capex could be at least partially offset by lower
lease costs as companies close physical outlets, although this may
take time to feed through and companies that have signed long
leases could see a spike in costs if they decide to buy themselves
out of some of those agreements.


* BOOK REVIEW: Competitive Strategy for Health Care Organizations
-----------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault

Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the
readaptation of the business, if necessary, through positioning
activities, redirection of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns lies the specter of the for
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half
decade have shown that the voluntary sector can match the for
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."


                            *********

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 * * *