TCREUR_Public/151022.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, October 22, 2015, Vol. 16, No. 209

                            Headlines

F R A N C E

AREVA: S&P Affirms BB-/B Corp. Credit Ratings, Outlook Developing
PEUGEOT SA: Fitch Affirms 'BB' Long-term Issuer Default Rating


G E R M A N Y

HSH NORDBANK: Reaches Provisional Restructuring Deal with EC


I C E L A N D

GLITNIR BANK: Creditors to Hand Islandsbanki Stake to Government


I R E L A N D

EUROCREDIT CDO VI: S&P Raises Ratings on 2 Note Classes to BB+
EUROCREDIT CDO VIII: S&P Affirms B- Rating on Class E Notes
WILLOW NO.2: Moody's Confirms Caa2 Rating on Series 39 Notes


I T A L Y

FIAT CHRYSLER: Fitch Affirms 'BB-' LT Issuer Default Rating
LUCCHINI SPA: Nov. 3 Deadline Set for Condove Plant Offers
MARCOLIN SPA: S&P Affirms 'B-' CCR, Outlook Stable


N E T H E R L A N D S

ALG BV: Moody's Raises Rating on U$20MM Credit Facility to B1
CAIRN CLO III: Moody's Assigns B2 Rating to Class F Notes
CAIRN CLO III: Fitch Assigns 'B-sf' Rating to Class F Notes


P O L A N D

* Company Insolvencies in Poland Down 3.3% in First Half 2015


R U S S I A

CREDIT BANK OF MOSCOW: Fitch Affirms BB LT Issuer Default Rating
TRANSAERO AIRLINES: S7 Inks Agreement to Buy 51% Stake


S P A I N

FONCAIXA PYMES 6: Moody's Assigns Caa2 Rating to Series B Notes
FONCAIXA PYMES 4: DBRS Discontinues B(low) Rating on B Notes
* Moody's Raises Ratings on 5 Notes in 3 Spanish ABS Transactions


U N I T E D   K I N G D O M

NEW EUROPE: Moody's Withdraws Ba1 Corporate Family Rating
VEDANTA RESOURCES: S&P Lowers CCR to 'B+', Outlook Negative
* Significant Financial Distress in UK Food Supply Chain Down


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AREVA: S&P Affirms BB-/B Corp. Credit Ratings, Outlook Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/B' long- and
short-term corporate credit ratings on France-based nuclear
services group AREVA.  The outlook remains developing.

S&P also affirmed the 'BB-' senior unsecured debt ratings.  The
'3' recovery rating on this debt is unchanged, indicating S&P's
expectation that lenders would receive meaningful (50%-70%)
recovery (in the upper half of the range) in the event of a
default.

The rating affirmation rests on S&P's core assumption that the
French government will provide substantial equity to the company
in 2016 such that its capital structure will be sustainable, and
that the company will ensure that the refinancing or repayment of
its large 2016 and 2017 debt maturities is secured by third-
quarter 2016.  In 2017, S&P also assumes an improvement in the
company's FOCF generation, compared with the expected huge cash
burn in 2015 and 2016, helped by cost savings and a reduced impact
from loss-making contracts as they near closing.

These factors underpin AREVA's 'b-' SACP and the three notches of
uplift from the SACP S&P factors in for extraordinary state
support.

Despite a lack of financial support from the French government in
the past few years, S&P's assumption of significant state
support -- the amount and timing of which should be publicly
communicated by December -- rests on the French government
(including the President, Prime Minister, and Ministry of Economy)
expressing public and multiple confirmations of the importance of
the nuclear industry to France in general, and the government's
financial support to AREVA in particular.  Crucially, S&P
understands that the government will ensure that no liquidity
pressures arise, including in terms of financial debts, and will
provide sufficient funding in advance.  S&P believes the French
government faces reputational risks.

The expected material state support partly offsets AREVA's weak,
and very likely weakening, stand-alone situation over 2015 and
2016, excluding any special measure.  AREVA's large net and
estimated adjusted debt of more than EUR6 billion and
EUR9 billion, respectively, at end-June 2015, will likely increase
further over 2015 and 2016 given its huge cash burn.  S&P assumes
FOCF will consume at least EUR1.2 billion in 2015 and EUR1.3
billion in 2016, compared with EUR1 billion in 2014, given weak
profits, cash expenses tied to loss-making contracts such as the
troubled OL3 reactor, and high capex.  These factors underpin
S&P's assessment of AREVA's financial profile as "highly
leveraged."

While AREVA is contemplating a transformational change -- the sale
of AREVA NP to EdF -- S&P do not factor this fully into its rating
at this stage as the cash proceeds and their timing are yet to be
determined.  EdF could complete its due diligence in December 2015
but the deal may not close before end-2016 and remains subject to
the successful Flamanville reactor vessel testing, whose outcome
is currently expected by mid-2016.  The reduction of AREVA's
exposure to the OL3 risks is also an important area that remains
to be finalized.

S&P's assessment of AREVA's business risk as "fair" reflects the
group's very weak profitability, which S&P expects will continue
through 2016 before improving in 2017 as loss-making projects near
closure and cost cutting bears fruit.  On the positive side, AREVA
has renewed its production base, having invested heavily during
the past few years.  New large assets have a useful life of up to
40 years, including the GB-II enrichment and Comurhex conversion
plants and the Cigar Lake uranium mine.  S&P continues to
anticipate favorable long-term demand trends, with an important
expansion of global nuclear capacity by 2030 driven by China and
India.

In its base case for AREVA, S&P assumes:

   -- Persisting difficult industry conditions in the nuclear
      industry through 2016, at least.  Utility clients remain
      under pressure to contain capex and operating expenditure,
      new builds are being delayed, and industry prices are under
      pressure.  The pace and number of reactor restarts in Japan
      also remains uncertain.  Positively, S&P notices that two
      reactors have restarted (Sendai 1 and 2).

   -- EBITDA (before our adjustments) of about EUR0.8 billion-
      EUR0.9 billion in 2015 and 2016.  S&P estimates this EBITDA
      according to its own definition, and note that it will
      therefore materially differ from what the company reports
      (differences in provisions versus cash out for loss-making
      projects in particular).

   -- Significant restructuring expenses and related estimated
      contingency risk in 2015 and 2016, tied to cost-cutting
      plans that aim to reduce costs by EUR1 billion by year-end
      2017, compared with 2014.

   -- Meaningful cash expenses over 2015-2017 tied to past
      provisions, primarily reflecting loss-making contracts such
      as the troubled OL3 power plant in Finland.

   -- No new provisions or operational issues, including at OL3
      and Flamanville.

   -- Capex of approximately EUR0.9 billion in 2015 and 2016.

   -- Cash out for joint ventures and other expenses of EUR0.2
      billion per year.

   -- Disposals of EUR400 million in 2016, mostly small, noncore
      assets, in line with the company's October 2014 guidance.

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

   -- Adjusted FFO to debt below 5% in 2015 and 2016.
   -- Adjusted debt to EBITDA of above 10x in 2015 and 2016.
   -- Largely negative FOCF in 2015 and 2016.

The developing outlook reflects, on the one hand, the possibility
of a stabilization or improvement of the group's credit quality,
depending on:

   -- The level of proceeds from the AREVA NP disposal to EdF,
      with a more specific valuation communicated by EdF possibly
      by December 2015.

   -- The level of the equity increase.  By December, S&P
      anticipates the French government will have publicly
      communicated on this matter.

S&P assumes the capital increase and asset disposals will be well
above EUR5 billion.

On the other hand, the outlook reflects the possibility of rating
downside over the short term, absent the above positive measures
or if AREVA's September 2016 bond maturity is not covered by new
funding sources sufficiently in advance.

The ratings could also come under pressure if the ongoing
Flamanville EPR vessel testing, expected to be concluded by mid-
2016, is not successful, or if the impact from loss-making
contracts, such as OL3, is worse than assumed.  Finally, delays to
increasing cost competitiveness and reaching neutral or much less
negative FOCF by 2017 are other key risk factors.


PEUGEOT SA: Fitch Affirms 'BB' Long-term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Peugeot SA's (PSA) Long-term Issuer
Default Rating (IDR) and senior unsecured rating at 'BB'. The
Outlook on the Long-term IDR is Stable.

"The ratings reflect the continuous improvement of PSA's
profitability and cash generation, low leverage and our
expectations that this strengthening is sustainable. While we
believe that 2H15 and 2016 operating and FCF margins will be
weaker than those reported in 1H15, notably because of
seasonality, we expect credit metrics to remain commensurate with
a 'BB' rating in the foreseeable future, due to the structural
improvement of the cost base," Fitch said.

"We view PSA's business profile as solidly positioned in the 'BB'
rating category although the group remains reliant on Europe and
is of a fairly modest size compared with global peers. In
particular, PSA has limited potential for synergies on a
standalone basis and a strong need for external alliances, notably
to lower development costs in a cost- and asset-intensive
industry."

"The Stable Outlook reflects headroom in the ratings and
incorporates an expected moderate weakening of automotive
profitability in 2H15 and 2016. We acknowledge the group's
significant and rapid progress in implementing its turnaround
strategy and cutting costs to lower its breakeven point. However,
we also believe that competitive pressures will intensify further
as most of PSA's global competitors are also streamlining their
cost structures and enhancing their product offering, therefore
maintaining pressure on PSA's volume, pricing and the need to ramp
up investments."

"We do not foresee any direct and immediate impact from the
Volkswagen emission test manipulations on PSA. Longer term,
however, uncertainty remains about the potential consequences for
carmakers of a potential shift from diesel to gasoline engines,
hybrid and electric vehicles. Nonetheless, the extent and time
frame of these effects on the broad auto industry is unclear at
this stage."

KEY RATING DRIVERS

Progress in Restructuring

Strategic measures to streamline the product portfolio and
profitably expand international operations as well as cash-
preservation and cost-reduction measures have reduced the
breakeven point and will support profitability. Fitch projects
PSA's automotive operating margin will increase to more than 3% in
2015 from about zero in 2014 and a negative 2.9% in 2013.

Recovering FCF

"FCF was robust at EUR0.9 billion in 2014 and EUR2.7 billion in
1H15, in contrast with cash absorption of EUR1.3 billion in 2013
and EUR3.3 billion in 2012. It was supported by the strengthening
of underlying funds from operations (FFO), substantial EUR1
billion and EUR0.9 billion inflows from working-capital
improvements in 2014 and 1H15, respectively, and controlled
investments. We expect a reversal of working capital and higher
capex to absorb FFO in 2H15, but project FCF margin will remain
solid at 1.5%-2% in 2015 and 2016.," Fitch said.

Lower Leverage

"We expect FFO adjusted net leverage to decline to less than 1x at
end-2015 and about zero by end-2017 from 1.6x at end-2014 and 4.9x
at end-2013. This will be driven by positive FCF, the creation of
a JV with Santander releasing equity from Banque PSA Finance, the
issue of warrants and the conversion of a convertible bond by
early 2016. This should offset restructuring expenses, accelerated
capex and the potential resumption of dividend over the medium
term."

Modest Sales Recovery

"We expect revenue growth to be supported by on-going market
recovery in Europe. However, the Chinese market, PSA's largest
market, is decelerating and we expect further challenges in Latin
America and Russia. Longer term, the group's strategy includes a
smaller product range and smaller discounts, which could hinder
substantial volume growth."

Weak Competitive Position

Despite continuous improvement, PSA's sales remain biased toward
the European market and the mass-market small and medium car
segments, where competition and price pressure are fiercest.
Competition is also intensifying in foreign markets into which PSA
has diversified, including Latin America, Russia and China.

Capital Increase

The French state and Dongfeng Motor have become majority
shareholders of PSA, in line with the Peugeot family, each with a
stake of 13.75%. The capital increase has benefited the financial
profile but the new shareholding structure may present some
challenges in aligning the potentially divergent interests of the
various shareholders.

KEY ASSUMPTIONS

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

-- Industrial operations revenue up by more than 5% in 2015, and
    by a further 2.5%-3% in 2016-2017;
-- Auto operating margin increasing to about 3% in 2015-2016 and
    towards 3.5% in 2017;
-- Capex to increase to about EUR3bn;
-- No dividend paid in 2015-2016;
-- Cash restructuring costs of about EUR2bn over 2015-2017.

RATING SENSITIVITIES

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

-- Larger scale and further diversification in sales, combined
    with a track record of:

-- Automotive operating margins above 3% (2014: 0.2%, 2015E:
    3.2%, 2016E: 2.9%)

-- FCF margin above 1.5% (2014: 1.8%, 2015E: 1.8%, 2016E: 1.5%)

-- FFO adjusted net leverage below 1x (2014: 1.6x, 2015E: 0.7x,
    2016E: 0.1x)

-- Cash flow from operations (CFO)/adjusted debt above 40%
    (2014: 28%, 2015E: 46%, 2016E: 53%)

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

-- Automotive operating margins below 2%
-- FCF margin below 1%
-- FFO adjusted net leverage above 2x
-- CFO/adjusted debt below 25%

LIQUIDITY

Liquidity remains healthy, including EUR10 billion of readily
available cash and securities for its industrial operations at
end-1H15, including Fitch's adjustments. In addition, committed
credit lines of EUR3 billion at PSA maturing in 2017 and 2019 and
EUR1.2 billion at Faurecia were undrawn at end-2014.



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HSH NORDBANK: Reaches Provisional Restructuring Deal with EC
------------------------------------------------------------
James Shotter at The Financial Times reports that the European
Commission and Germany have reached a provisional deal to
restructure HSH Nordbank, in a move that gives the ailing bank a
chance of recovery.

The deal, which is the result of two years of negotiations, is
expected to be finalized early next year, the FT says.  Once this
is done, HSH -- which has struggled to make a profit since
shipping loans it had made went bad during the financial
crisis -- will be allowed to split itself into an operating
company and a holding company, the FT notes.

HSH's main owners -- the two north German states of Hamburg and
Schleswig Holstein -- would then have two years to privatize the
operating company, the FT relays.  If they fail, the bank will
have to stop new business, and the assets will then be wound down,
according to the FT.

To ease the sale process, the operating company will be allowed to
offload about EUR6.2 billion in bad loans to a run down vehicle
set up by Schleswig Holstein and Hamburg, and sell an additional
EUR2 billion on the open market, the FT discloses.

                        About HSH Nordbank

HSH Nordbank -- http://www.hsh-nordbank.com/-- is a commercial
bank in northern Europe with headquarters in Hamburg as well as
Kiel, Germany.  It is active in corporate and private banking.
HSH's main focus is on shipping, transportation, real estate and
renewable energy.



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GLITNIR BANK: Creditors to Hand Islandsbanki Stake to Government
----------------------------------------------------------------
Sabina Zawadzki at Reuters reports that Iceland moved a step
closer to lifting capital controls imposed following its 2008
financial meltdown, with creditors of one failed bank Glitnir on
Oct. 20 proposing the nationalization of the successor bank in
which they hold a majority stake.

The process is part of a settlement agreed between the creditors
of three institutions that crashed in 2008 and the government and
is a necessary step before money can be allowed again to flow out
of the country, Reuters notes.

According to Reuters, Iceland is concerned that lifting controls
could prompt a massive outflow of capital, including any debts the
creditors have recovered, and thus destabilize the Icelandic crown
currency.

On Oct. 20, the finance ministry said that by way of a stability
contribution -- effectively a cushion against any future outflow
of money, creditors of Glitnir proposed handing to the government
their 95% stake in Islandsbanki, created out of the collapsed
remnants of Glitnir, Reuters relates.

"Should the authorities agree to the proposals, the state would
become the full owner of the bank," a spokeswoman with the
ministry, as cited by Reuters, said.  The ministry said
Islandsbanki had equity of ISK185 billion (US$1.48 billion),
Reuters relays.

                     About Glitnir Banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services
to corporation, financial institutions, investors and
individuals.

Judge Stuart Bernstein of the U.S. Bankruptcy Court for
the Southern District Court of New York granted Glitnir
permission to enter into a proceeding under Chapter 15 of the
U.S. bankruptcy code on January 6, 2008.



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EUROCREDIT CDO VI: S&P Raises Ratings on 2 Note Classes to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Eurocredit CDO VI PLC's class C, D, E, V (combo), and W (combo)
notes.

The upgrades reflect the application of S&P's revised corporate
collateralized debt obligations (CDOs) criteria.

Upon publishing S&P's updated corporate CDOs criteria, it placed
those ratings that could potentially be affected "under criteria
observation".  Following S&P's review of this transaction, its
ratings that could potentially be affected by the criteria are no
longer under criteria observation.

S&P's corporate CDOs criteria incorporate supplemental tests
intended to address both event risk and model risk that may be
present in rated transactions.  These consist of (1) the "largest
obligor default test," which assesses whether a CDO tranche has
sufficient credit enhancement to withstand specified combinations
of underlying asset defaults based on the ratings on the
underlying assets, and (2) the "largest industry test," which
assesses whether or not it can withstand the default of all the
obligors in the largest industry category.

The updated criteria do not change the calculation of the loss
amounts for the supplemental tests.  However, the criteria now
allow the loss amounts calculated for the largest obligor default
test to be run through S&P's cash flow model to take into account
excess spread and to ensure that the tranche subject to the test
receives timely interest and ultimate principal in S&P's analysis.

The application of the largest obligor default test, based on the
criteria, can now support higher ratings on the class D, E, V
(combo), and W (combo) notes.  S&P has therefore raised its
ratings on these classes of notes.

Under S&P's nonsovereign ratings criteria, a tranche can be rated
up to six notches above the sovereign without any haircuts to the
collateral exposed to the sovereign.  If the rating differential
between the rating on the sovereign and on the collateralized loan
obligation (CLO) tranche is greater than six notches, under these
criteria, S&P gives no credit to additional collateral if the
exposure to the sovereign is above 10%.

In S&P's previous review of the transaction, it did not give
credit to the additional collateral at the 'AA+' rating level.
However, following S&P's Oct. 2, 2015 raising of its long-term
foreign currency rating on Spain, the class C notes can now be
rated 'AA+ (sf)' without any adjustments to the collateral.  S&P
has therefore raised to 'AA+ (sf)' from 'AA (sf)' its rating on
the class C notes.

Eurocredit CDO VI is a cash flow CLO transaction that securitizes
primarily leveraged loans granted to speculative-grade corporate
firms.

RATINGS LIST

Eurocredit CDO VI PLC
EUR520 mil senior and secured deferrable floating-rate notes

                                     Rating        Rating
Class               Identifier       To            From
C                   XS0278776645     AA+ (sf)      AA (sf)
D                   XS0278776991     BBB+ (sf)     BB+ (sf)
E                   XS0278777296     B+ (sf)       B- (sf)
V (combo)           XS0280171892     BB+ (sf)      B+ (sf)
W (combo)           XS0280172601     BB+ (sf)      B+ (sf)


EUROCREDIT CDO VIII: S&P Affirms B- Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Eurocredit CDO VIII Ltd.'s class C and E notes.  At the same time,
S&P has raised its rating on the class D notes.

S&P has applied its revised corporate collateralized debt
obligations (CDOs) criteria.

Upon publishing S&P's revised corporate CDOs criteria, it placed
those ratings that could potentially be affected "under criteria
observation".  Following S&P's review of this transaction, its
ratings that could potentially be affected by the criteria are no
longer under criteria observation.

S&P's corporate CDOs criteria incorporate supplemental tests
intended to address both event risk and model risk that may be
present in rated transactions.  These consist of (1) the "largest
obligor default test," which assesses whether a CDO tranche has
sufficient credit enhancement to withstand specified combinations
of underlying asset defaults based on the ratings on the
underlying assets, and (2) the "largest industry test," which
assesses whether or not it can withstand the default of all the
obligors in the largest industry category.

The revised criteria do not change the calculation of the loss
amounts for the supplemental tests.  However, the criteria now
allow the loss amounts calculated for the largest obligor default
test to be run through our cash flow model to take into account
excess spread and to ensure that the tranche subject to the test
receives timely interest and ultimate principal in S&P's analysis.

The application of the largest obligor default test, based on the
criteria, now supports a higher rating on the class D notes.  S&P
has therefore raised to 'BB+ (sf)' from 'B+ (sf)' its rating on
this class of notes.  At the same time, S&P has affirmed its
ratings on the class C and E notes as the results of the largest
obligor default test constrain its ratings to their currently
assigned rating levels.

Eurocredit CDO VIII is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to speculative-grade
corporate firms.

RATINGS LIST

Eurocredit CDO VIII Ltd.
EUR636 mil senior and secured deferrable floating-rate notes
                                         Rating
Class       Identifier             To                  From
C           29872DAC9              AA+ (sf)            AA+ (sf)
D           29872DAD7              BB+ (sf)            B+ (sf)
E           29872DAE5              B- (sf)             B- (sf)


WILLOW NO.2: Moody's Confirms Caa2 Rating on Series 39 Notes
------------------------------------------------------------
Moody's Investors Service announced that it has confirmed the
rating of the following notes issued by Willow No.2 (Ireland) Plc:

  Series 39 EUR7,100,000 Secured Limited Recourse Notes due 2039,
  Confirmed at Caa2 (sf); previously on July 13, 2015, Downgraded
  to Caa2 (sf) and Placed Under Review for Possible Downgrade

RATINGS RATIONALE

Moody's explained that the rating action taken is the result of a
rating action on Grifonas Finance No. 1 Plc Class A Notes, whose
rating was confirmed at Caa2 (sf) on 29 September 2015.

Willow No.2 (Ireland) Plc Series 39 represents a repackaging of
Grifonas Finance No. 1 Plc Class A Notes, a Greek residential
mortgage-backed security.  All interest and principal received on
the underlying asset are passed net of on-going costs to the
Series 39 notes.  This rating is essentially a pass-through of the
rating of the Collateral.

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

This rating is essentially a pass-through of the rating of the
underlying securities.  Holders of the notes will be fully exposed
to the credit risk of Grifonas Finance No. 1 Plc Class A Notes.  A
downgrade or an upgrade of the Grifonas Finance No. 1 Plc Class A
Notes will trigger an equal downgrade or upgrade on the Notes.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy especially as the transaction is
exposed to collateral domiciled in Greece and 2) more
specifically, any uncertainty associated with the underlying
credits in the transaction could have a direct impact on the
repackaged transaction.



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FIAT CHRYSLER: Fitch Affirms 'BB-' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Fiat Chrysler Automobiles NV's (FCA)
Long-term Issuer Default Rating (IDR) and senior unsecured rating
at 'BB-' and its Short-term IDR at 'B'. The agency has also
affirmed Fiat Chrysler Finance Europe's senior unsecured rating at
'BB-'. The Outlook on FCA's Long-term IDR is Stable.

The ratings reflect FCA's weak credit metrics, in particular high
leverage and negative free cash flow (FCF), and major operational
challenges, particularly FCA's substantial investment needs. They
also reflect FCA's solid business profile, including broad product
and geographic diversification, robust brands, ambitious strategy
and positive track record as far as the merger and integration of
FCA US is concerned. The ratings take into account the group's
consolidated credit profile, including FCA US.

"We do not foresee any direct and immediate impact from the
Volkswagen emission test manipulations on FCA. Longer-term,
however, uncertainty remains about the potential consequences for
carmakers of a potential shift from diesel to gasoline engines,
hybrid and electric vehicles. However, the extent and time frame
of these effects on the broad auto industry is unclear at this
stage."

KEY RATING DRIVERS

Consolidated Profile

Fitch believes that FCA's ratings should reflect the group's
consolidated credit profile in the 'BB' rating category rather
than FCA's metrics excluding FCA US, which are indicative of the
'B' category. FCA's business profile has strengthened, due to the
increased integration of FCA US into FCA. We expect integration to
deepen further and to provide more synergies over the medium term.

FCA US Ring-Fencing
Existing covenants in FCA US's financing documentation limit FCA's
access to FCA US's cash. However, in May 2015 FCA redeemed FCA
US's senior secured notes due 2019 and we expect FCA to refinance
of FCA US's 2021 notes by June 2016. This refinancing, together
with the refinancing or amendment of FCA US's credit agreements,
will eliminate the current restrictions on the movement of cash
within the group.

Ambitious Business Plan

FCA's five-year business plan targets a 52% sales increase between
2013 and 2018, notably by expanding the company's geographical
footprint, reassessing its product portfolio and via a refocused
effort on its premium brands. FCA's plan makes strategic sense but
will be costly as it entails an acceleration of capex and R&D, and
carries substantial execution risk due to brand perception change.

Pressure on Earnings

"We expect Europe and the US to continue improving gradually in
2016. However, this should be mitigated by a sharply declining
contribution from what used to be a highly profitable Latin
American market. From a cash-flow perspective, improving funds
from operations (FFO) will be absorbed by rising investment to
make up for the cuts made in past years. We project free cash flow
(FCF) to remain negative through at least 2016."

Weak Financial Structure

"FCA's consolidated gross debt and leverage are high for the
ratings, with FFO adjusted gross leverage above 4x at end-2014.
However, the group maintains substantial cash and consolidated FFO
adjusted net leverage is more commensurate with the ratings at 2x.
In addition, we expect the group to use its existing liquidity to
repay debt through 2016. This should also reduce interest expenses
and bolster FFO. We expect FFO adjusted net leverage to decline
towards 1.5x by end-2016."

The upcoming IPO for an amount to be determined by market
valuation and subsequent spin-off of Ferrari should also improve
leverage, although the latter will weaken FCA's profitability and
business profile.

KEY ASSUMPTIONS

-- Group revenue to increase to EUR110 billion in 2015 and grow
    in high-single digits in 2016-2017, driven chiefly by a lift
    in the NAFTA and APAC regions;

-- Group EBIT margin to increase slightly in 2015 and increase
    to 4.5%-5.6% in 2016-2017, with the NAFTA region growth
    offsetting weak EMEA and Latam markets;

-- Capex to increase to about EUR9 billion in 2015 and above
    EUR10 billion in 2016-2017.

RATING SENSITIVITIES

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

-- Sustained positive FCF margin (2014: -0.9%, 2015E: -1.2%,
    2016E: -0.1%)

-- Higher group operating margins (2014: 3.4%, 2015E: 3.9%,
    2016E: 4.6%), notably driven by better profitability at
    Fiat's auto mass market

-- Full access to FCA US's cash, without weakening the group's
    capital structure in parallel


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

-- Sustained fall in revenue and operating margins, including
    group operating margin falling below 2%
-- Consolidated FFO net adjusted leverage above 2.5x on a
    sustained basis division (2014: 2.0x, 2015E: 2.0x, 2016E:
    1.6x)
-- No sign of FCF becoming positive by end-2016
-- Mounting liquidity issues, including refinancing risk.

LIQUIDITY

FCA reported EUR21.1 billion in cash and equivalents at end-1H15,
excluding Fitch's EUR2.8 billion adjustments for minimum
operational cash. Liquidity is also supported by FCA's recently
renewed EUR5 billion revolving credit facility, currently undrawn.
Liquidity is sufficient to largely cover short-term debt.


LUCCHINI SPA: Nov. 3 Deadline Set for Condove Plant Offers
----------------------------------------------------------
Dott. Piero Nardi, The Extraordinary Receiver of Lucchini S.p.A.
in extraordinary receivership proceedings, intends to solicit
private negotiations, on a non-exclusive basis, aimed at the
submission of binding offers for the purchase of the BUSINESS
COMPLEX FOR THE VERTICALIZATION , THE HEAT TREATMENT AND THE
FINISHING OF BARS ANS WIRE RODS RUN BY LUCCHINI AT THE BUILDING IN
CONDOVE (TO), VIA TORINO 19 composed by (i) industrial plant and
lands located in Condove (TO), Via Torino 19; (ii) systems and
industrial machinery (including, no. 2 "coil-to-bar" wire drawing
machines, no. 1 "bar-to-bar" drawing machine, no. 3 peeling
machines, no. 2 grinding lines, no. 2 quenching lines, no. 2
brushing lines and a US control line); (iii) spare parts warehouse
and other materials warehouse; (iv) employment contracts and other
contracts; and (v) authorizations, licenses and certifications.

Interested parties may request the Extraordinary Receiver (at the
address affarisocietari@pec.lucchini.com) a copy of the relevant
documents, including (i) the text of the sale pre-contract and its
annexes (which must be returned to the Extraordinary Receiver,
duly signed on each page together with the binding offer) and (ii)
the text of the guarantee below, and may visit the industrial
plant accompanied by one or more persons appointed by the
Extraordinary Receiver.  The said documents shall be delivered
only to industrial parties subject to the previous signature of
the relevant confidentiality agreement.

Industrial parties who intend to adhere to this invitation to
offer shall submit to the Extraordinary Receiver (at the Notary
David Morelli, Via San Francesco 18, 57025 Piombino - Livorno)
their binding offers, firm and irrevocable for a period of 180
days from the deadline for the submissions of the offers, no later
than 6:00 p.m. (Italian time) of  November 3, 2015 in a sealed
envelope (to be sent by registered mail with return receipt and/or
courier) carrying the reference "Binding offer for the purchase of
the Vertek Business Complex of Condove".  Offers for parties to be
nominated shall not be accepted.

In order not to be excluded from the process, the bidder must,
among other things, submit to the Extraordinary Receiver, along
with the offer and to guarantee its reliability, (i) a deposit (in
the form of cash or of a first demand bank guarantee without the
right of raising exceptions to be drafted in strict compliance
with the text that will be provided by the Extraordinary Receiver)
equal to the 8% (eight per cent) of the offered purchase price,
and (ii) an at least two-years industrial plan providing the
description of the prospects of re-launching and developing the
said business complex and the undertaking of the bidder to
continue the business activity of such business complex for at
least two years from the date of the sale notary act.

The Extraordinary Receiver shall evaluate the received offers
taking into account not only the offered purchase price (the
adequacy of which shall be evaluated in light of the appraisals
drawn up by the experts appointed by the Extraordinary
Receivership), but also (i) the industrial characteristics, the
patrimonial and financial solidity and the reliability of the
bidder, (ii) the intentions of the bidder to preserve the
integrity and the homogeneity of the business activities on sale,
and (iii) the guarantees given by the bidder in relation to the
continuation of the business activities and the maintenance of the
employment levels.

This notice is an invitation to offer and not an offer to public
as per Article 1336 of the Italian Civil Code.  The publication of
this notice does not imply any Extraordinary Receiver's
obligations to admit the bidders to the sale procedure and/or to
enter into negotiation for the sale and/or to sell and does not
entitle the bidders to receive any performance by the
Extraordinary Receiver and/or Lucchini for any reasons.

Any final decision on the sale of the business complex shall be
subject to the authorizing power of the Ministry of Economic
Development, after consultation with the Surveillance Committee.


MARCOLIN SPA: S&P Affirms 'B-' CCR, Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'B-' long-term corporate credit rating on Italian eyewear
manufacturer Marcolin SpA.  The outlook remains stable.

At the same time, S&P affirmed its 'B' issue rating on Marcolin's
EUR25 million super senior revolving credit facility (RCF).  The
recovery rating of '2' reflects S&P's expectation of recovery in
the higher half of the 70%-90% range in the event of a default.

S&P also affirmed its 'B-' issue rating on the EUR200 million
senior secured notes.  The recovery rating of '4' indicates S&P's
expectation of recovery in the higher half of the 30%-50% range.

The affirmation reflects S&P's expectation that Marcolin will be
able to generate mid-single-digit growth in 2016 and 2017, thanks
to the full integration of VIVA International and new licenses
Marcolin has recently added to its portfolio.  S&P believes the
company's profitability will improve gradually, owing to synergies
from integrating VIVA, acquired at the end of 2013, and the end of
restructuring costs, which weighed on results in 2014 and 2015.

S&P has revised its assessment of Marcolin's business risk profile
to "weak" from "vulnerable."  This reflects several factors,
including the improved maturity profile of Marcolin's brand
licenses portfolio and the company's ability to attain new brand
licenses.  VIVA's diversified portfolio of brands and better
balance between sunglasses and prescription frames support S&P's
assessment.  S&P also views as positive Marcolin's more
predictable revenues base, owing to long-term agreements with its
main licensors Tom Ford and Guess.  In June 2015, the company
extended its license for the Tom Ford brand to 2029.  Tom Ford is
Marcolin's top brand, contributing about 30% of total revenues.
Furthermore, Marcolin has a good track record of renewing
licenses, thanks to long-term relationships with brand owners.

Nevertheless, S&P anticipates a deterioration of Marcolin's
liquidity profile and tightening covenant headroom under the EUR25
million RCF, which matures in 2019.  S&P believes this will result
from larger-than-expected working capital needs and capital
expenditures, linked to license renewals and investments in
property, plant, and equipment.

S&P also expects that Marcolin's balance sheet and financial risk
profile will remain "highly leveraged," based on S&P's opinion of
the aggressive financial policy of its main shareholder, which is
a financial sponsor under S&P's criteria.  S&P forecasts that the
Standard & Poor's-adjusted debt-to-EBITDA ratio will remain higher
than 5x.  In addition, S&P anticipates that the company will
continue to generate negative cash flow in 2015 and only limited
positive cash flow from 2016.

The stable outlook reflects S&P's view that Marcolin's revenues
will continue increasing following the award of new licenses and
the renewal of existing ones.  S&P projects an adjusted EBITDA
margin of about 12%, up from about 11% in 2014, and it believes
that the company will generate positive net cash flow from 2016.
S&P also assumes that Marcolin will maintain covenant headroom of
about 5%.

S&P could raise its ratings on Marcolin if the headroom under the
financial covenant is higher than 15% on a sustainable basis, the
EBITDA margin consistently exceeds 12%, and free operating cash
flow increases.  This could derive from strengthening margins,
resulting from the full effect of synergies from VIVA's
integration and improvements in working capital management.

S&P could lower its ratings if Marcolin's liquidity profile
continues to deteriorate and covenant headroom reduces further
over the next few quarters.  This could happen if the positive
effects of recent investments do not materialize as expected, or
the company embarks on new investments that are not included in
S&P's base-case scenario.



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


ALG BV: Moody's Raises Rating on U$20MM Credit Facility to B1
------------------------------------------------------------
Moody's Investors Service upgraded ALG B.V.'s existing US$20
million revolving credit facility to B1 and its existing US$120
million (originally US$140 million) first lien term loans to B1.
At the same time, Moody's affirmed ALG's B2 Corporate Family
Rating and B2-PD Probability of Default Rating.  In light of the
cancellation of the proposed transaction, Moody's withdrew the
ratings on ALG's proposed US$50 million revolving credit facility,
US$330 million first lien term loan, and US$130 million second
lien term loan.  The rating outlook remains stable.

These ratings are upgraded:

  US$20 million revolving credit facility expiring 2018 to B1,
  LGD 3 from B2, LGD 3

  US$119 million (originally $140 million) first lien term loans
  due 2019 to B1, LGD 3 from B2, LGD 3

These ratings are affirmed:

  Corporate Family Rating at B2
  Probability of Default Rating at B2-PD
  US$74 million (originally US$75 million) second lien term loan
  due 2020 at Caa1, LGD 5

These ratings are withdrawn due to the transaction being
cancelled:

  US$50 million revolving credit facility expiring 2020 at B1,
  LGD 3
  US$330 million first lien term loan due 2022 at B1, LGD 3
  US$130 million second lien term loan due 2021 at Caa1, LGD 5

RATINGS RATIONALE

The upgrade of the existing $20 million revolving credit facility
and $120 million first lien term loans reflects the application of
Moody's Loss Given Default Methodology in a manner similar with
other services companies which results in the exclusion of ALG's
tour payables from the LGD model.  As a consequence, the B1 rating
on the first lien credit facilities is one notch higher than the
B2 Corporate Family Rating and acknowledges its senior position in
the capital structure ahead of the second lien term loan.  The
Caa1 rating on the $75 million second lien term loan acknowledges
its junior position to the first lien debt as well as its smaller
size within the capital structure.

ALG's B2 Corporate Family Rating acknowledges that its financial
policies will be heavily influenced by its financial sponsor
owner, Bain Capital, who owns approximately 80% to 85% of ALG.
Moody's expects that ALG is highly likely to pursue a debt
financed shareholder distribution in the future which will result
in ALG's debt to EBITDA weakening from its current levels.  ALG's
B2 rating is supported by its good liquidity and good interest
coverage.  Moody's estimates that EBITA to interest expense will
remain above 2.25 times.  ALG's rating reflects the company's
small scale in terms of number of resorts and absolute earnings.
EBITDA for the twelve months ended June 30, 2015, was about $68
million or 2.9% of revenues.  ALG also has high geographic
concentration with substantially all of its earnings derived from
travel to Mexico and the Caribbean.  Other risks include ALG's
inherent vulnerability to economic cycles that can reduce leisure
travel demand, lingering safety concerns regarding travel to parts
of Mexico, and significant competition among travel providers.
Ratings are supported by our expectation that leisure travel to
Mexico from the US will grow modestly due in part to modest GDP
growth in North America, the company's largest source of
customers.  Additionally, we believe that the company's low
capital requirements and vertically integrated business model will
mitigate, to some degree, the earnings volatility that is
experienced during periods of weak demand.

The stable rating outlook reflects that Moody's expects credit
metrics to remain in line with a B2 rating due to financial
policy.

Ratings could be downgraded if the outlook for leisure travel
demand to Mexico and the Caribbean were to show signs of
deterioration, should ALG's operating performance weaken, or
financial policies support regular increases to debt such that it
appeared likely that debt to EBITDA would remain above 6.0 times
for a sustained period of time.

Moody's does not anticipate upward rating changes given ALG's
small size and financial sponsor ownership.  However, ratings
could be upgraded if operating performance and financial policy
supported debt/EBITDA sustained below 4.0 times, interest coverage
remaining above 3.0 times, and the expectation of a more
conservative financial policy.

ALG B.V, a company formed in the Netherlands, is a wholly owned
subsidiary of ALG Intermediate Holdings B.V. which in turn is a
wholly owned subsidiary of ALG Holdings B.V.  Revenues are about
$2.3 billion.

ALG B.V. and ALG USA Holdings, LLC are the co-borrowers under the
rated credit facilities.  The Restricted Group includes the co-
borrowers and ALG B.V.'s primary operating subsidiaries, Apple
Vacations Holdings LLC, AMSTAR Holdings, L.P., and AMResorts
Holdings, L.P.  Apple Vacations sells wholesale and retail
vacation travel packages to the Caribbean, Mexico, Hawaii, and
Europe through three business units under the brand names "Apple
Vacations", "Travel Impressions" acquired in June 30, 2013, and
"Cheap Caribbean", acquired on Aug. 30, 2013.  AMSTAR provides
optional tours, and ground transportation services in Hawaii, the
Caribbean and Mexico.  AMResorts manages 38 all-inclusive resorts
located in Mexico and the Caribbean.

ALG Holdings B.V. is 80 to 85% owned by affiliates of private
equity firm Bain Capital.  It was acquired in December 2012.  ALG
Holdings B.V. has another subsidiary that is not part of the
Restricted Group, ALG UVC Holdings B.V.

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


CAIRN CLO III: Moody's Assigns B2 Rating to Class F Notes
---------------------------------------------------------
Moody's Investors Service announced that it has assigned these
definitive ratings to two new classes of notes issued by Cairn CLO
III B.V., following a restructuring of the transaction which
closed on March 20, 2013:

  EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2028, Definitive Rating Assigned Ba2 (sf)

  EUR8,000,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2028, Definitive Rating Assigned B2 (sf)

Moody's has also affirmed these ratings on these notes:

  EUR181,500,000 Class A Senior Secured Floating Rate Notes due
   2028, Affirmed Aaa (sf); previously on Oct. 8, 2015, Affirmed
   Aaa (sf)

  EUR28,000,000 Class B Senior Secured Floating Rate Notes due
   2028, Affirmed Aa2 (sf); previously on Oct. 8, 2015,
   Downgraded to Aa2 (sf)

  EUR20,000,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2028, Affirmed A2 (sf); previously on Oct. 8, 2015,
   Downgraded to A2 (sf)

  EUR16,500,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2028, Affirmed Baa2 (sf); previously on Oct. 8,
   2015, Downgraded to Baa2 (sf)

RATINGS RATIONALE

The transaction restructuring includes extensive amendments to the
original deal.  Some of the main changes are 1) modification of
the maturity date and spreads on existing Classes A, B, C and D,
2) Class D size increased by EUR5.5 million, 3) two new junior
Classes E and F added, 4) collateral manager substitution, 5)
extension of the reinvestment period and 6) bonds excluded in the
eligibility criteria.

Moody's ratings addresses the expected loss posed to noteholders
by the legal final maturity of the notes in 2028.  The ratings
reflect the risks due to defaults on the underlying portfolio of
loans given the characteristics and eligibility criteria of the
constituent assets, the relevant portfolio tests and covenants as
well as the transaction's capital and legal structure.
Furthermore, Moody's is of the opinion that the collateral
manager, Cairn Loan Investments LLP ("CLI"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

Cairn III CLO is a managed cash flow CLO.  At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, mezzanine obligations and high
yield bonds.  The portfolio is expected to be around 89% ramped up
as of the restructuring date as the bonds sub-pool, currently
representing around 11%, will be sold prior such date due to bonds
not being eligible any longer according to the updated eligibility
criteria.

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

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR 30.05 mil. of subordinated notes which will
not be rated.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3.2.1 of the "Moody's Global Approach to Rating Collateralized
Loan Obligations" rating methodology published in September 2015.
The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate.  In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche.  As such, Moody's
encompasses the assessment of stressed scenarios.

Moody's used these base-case modeling assumptions:

Par amount: EUR 300,000,000
Diversity Score: 36
Weighted Average Rating Factor (WARF): 2800
Weighted Average Spread (WAS): 3.95%
Weighted Average Coupon (WAC): 5.50%
Weighted Average Recovery Rate (WARR): 43.00%
Weighted Average Life (WAL): 8 years.

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

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)
Ratings Impact in Rating Notches:
Class A Senior Secured Floating Rate Notes: 0
Class B Senior Secured Floating Rate Notes: -1
Class C Senior Secured Deferrable Floating Rate Notes: -2
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -1
Class F Senior Secured Deferrable Floating Rate Notes: -1
Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:
Class A Senior Secured Floating Rate Notes: -1
Class B Senior Secured Floating Rate Notes: -3
Class C Senior Secured Deferrable Floating Rate Notes: -3
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -2
Class F Senior Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:

The principal methodology Moody's used in these ratings was
"Moody's Global Approach to Rating Collateralized Loan
Obligations" published in September 2015.

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

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


CAIRN CLO III: Fitch Assigns 'B-sf' Rating to Class F Notes
-----------------------------------------------------------
Fitch Ratings has assigned Cairn CLO III B.V. notes final ratings,
as follows:

EUR181.5 million Class A: 'AAAsf'; Outlook Stable
EUR28 million Class B: 'AAsf'; Outlook Stable
EUR20 million Class C: 'Asf'; Outlook Stable
EUR16.5 million Class D: 'BBBsf'; Outlook Stable
EUR22 million Class E: 'BBsf'; Outlook Stable
EUR8 million Class F: 'B-sf'; Outlook Stable
EUR30.1 million subordinated notes: not rated

Cairn CLO III B.V. is a cash flow collateralized loan obligation
(CLO).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality
Fitch expects the average credit quality of obligors to be in the
'B' category. Fitch has credit opinions or public ratings on the
entire identified portfolio. The weighted-average rating factor of
the initial portfolio is 33.5.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured and mezzanine
assets. Fitch has assigned Recovery Ratings to all of the assets
in the identified portfolio. The Fitch weighted average recovery
rate of the initial portfolio is 69.8%.

Limited Interest Rate Risk

Unhedged fixed-rate assets cannot exceed 1% of the portfolio.
Consequently, interest rate risk is naturally hedged for most of
the portfolio through floating-rate liabilities.

Limited FX Risk

Any non-euro-denominated assets have to be hedged with perfect
asset swaps as of the settlement date, limiting foreign exchange
(FX) risk. The transaction is permitted to invest up to 30% of the
portfolio in non-euro-denominated assets.

TRANSACTION SUMMARY

Cairn CLO III B.V. closed in 2013 and was restructured in October
2015. Following the restructuring, the transaction continues to
hold a portfolio of European leveraged loans with a target par of
EUR300m. The portfolio is managed by Cairn Loan Investments LLP.
The reinvestment period is scheduled to end in 2019.

The transaction documents may be amended, subject to rating agency
confirmation or noteholder approval. Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a rating action commentary if the
change has a negative impact on the ratings. Such amendments may
delay the repayment of the notes as long as Fitch's analysis
confirms the expected repayment of principal at the legal final
maturity.

If in the agency's opinion the amendment is risk-neutral from a
rating perspective Fitch may decline to comment. Noteholders
should be aware that confirmation is considered to be given if
Fitch declines to comment.

RATING SENSITIVITIES

A 25% increase in the obligor default probability would lead to a
downgrade of up to two notches for the rated notes. A 25%
reduction in expected recovery rates would lead to a downgrade of
up to five notches for the rated notes.

DUE DILIGENCE USAGE

No third-party due diligence was provided or reviewed in relation
to this transaction.

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised Statistical
Rating Organisations and/or European Securities and Markets
Authority registered rating agencies. Fitch has relied on the
practices of the relevant Fitch groups and/or other rating
agencies to assess the asset portfolio information.

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



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


* Company Insolvencies in Poland Down 3.3% in First Half 2015
-------------------------------------------------------------
The current global economic situation could be summarized as a
gradual recovery for advanced economies and turbulent times for
emerging countries. Exceptions to this are the emerging economies
of Central and Eastern Europe which, in most cases, are on an
improving track. Poland, in particular, is outperforming.  On a
microeconomic level, company insolvencies in Poland are mirroring
its accelerating economic growth.

Insolvencies dropped by 5.1% in 2014.  This trend is continuing
and bankruptcies decreased by 3.3% during the first half of 2015,
with economic growth recorded at 3.4% in the same period.
Poland is expected to record broad-based growth.  Coface forecasts
that the country’s growth will reach 3.5% this year and 3.4% in
2016 -- one of the highest GDP increases in the entire
region.  Better economic prospects, falling unemployment rates,
rising wages and improved consumer and business sentiments, have
all contributed to higher GDP growth and a decrease in the number
of business insolvencies.  At the same time, Polish companies have
been able to increase foreign trade volumes to new destinations,
as well as to their core markets.

"Poland's increased economic activity has already reached the
levels required to stabilize the number of company insolvencies.
However the long-term sustainability of improving business could
be interrupted by internal or external risk factors.  The latter
include a slowdown of the Chinese economy.  Although this will not
hamper Polish companies directly, its indirect impact could be
experienced through its effects on Poland's main export
destination -- the Eurozone, particularly Germany", explained
Grzegorz Sielewicz, Coface Economist in Poland.

Insolvencies still on the rise in some sectors

Sectors directly dependent on consumer demand are benefitting from
rising household spending.  Some industries are still facing
challenges.

Construction - upturn due to rising household consumption
The housing market has started to generate positive activity. With
better prospects due to labor market dynamics, households are more
motivated to purchase housing, especially as they are able to
benefit from the lowest historical level of interest rates.

Nevertheless, payment experiences confirm that some companies are
still suffering from previous difficulties.  The sizeable
contraction of construction material prices means that producers
of construction materials are present in the insolvency
statistics.

Plastics - contradicting trends within the sector

The first half of 2015 brought a 100% increase in insolvencies of
companies producing and manufacturing rubber and plastic products.
This comes as a surprise, as the plastics sector has recently
recorded positive developments.  These include growing demand and
a significant slump in oil prices, the main commodity used by the
sector.  However prices of polyethylene and polypropylene rose
considerably during the first half of the year, negatively
impacting plastic converters.

Transport - subject to foreign performance

Insolvencies of transport companies jumped by 28% in the first
half of 2015, compared to the consecutive period of the previous
year.  The transport sector has experienced lower order volumes
for Eastern routes (due to the Russian embargo), which were
usually more profitable than Eurozone destinations. Moreover,
Polish transport companies are suffering from German minimum wage
regulations which affect carriages to Germany, a crucial market
for Polish transport businesses.

Important impact of household consumption on business insolvencies

Internal demand is the strongest contributor to Poland's economic
growth.  Private consumption (nearly 60% of GDP last year) has
risen by a solid 3% in each quarter since the beginning of 2014.
The consumer side is benefitting from improvements in the labor
market, with falling unemployment and rising wages.  Moreover,
household purchasing power is being supported by a significant
drop in oil prices and the overall deflation of consumer prices.
The positive trend is likely to continue, as shown by the high
level of consumer sentiment indicators, among other factors.  The
business environment is more positive.  With more orders, Polish
companies have increased their workforces, as well as their
capacities.  During the first half of 2015 companies hired staff
(1.1 % compared to the previous period last year), while wages
grew by 3.6% in the same period.

According to Coface's analysis, the dynamics of GDP growth need to
reach at least 3.1% y/y in order to stabilize bankruptcies of
Polish enterprises.  Private consumption needs a minimum growth of
2.9% y/y.  Both levels have already been met by the Polish
economy.  Coface's forecast assumes that the entire year of 2015
will bring a drop in business insolvencies of 8%.  This
improvement will be continued next year, when insolvencies are
anticipated to decrease by 5%.



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


CREDIT BANK OF MOSCOW: Fitch Affirms BB LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-term IDRs of Credit Bank of
Moscow (CBM) at 'BB', and of Bank Zenit and Bank Saint Petersburg
(BSPB) at 'BB-'. The Outlook on BSPB is revised to Stable from
Negative. The Outlooks on CBM and Zenit are Negative.

KEY RATING DRIVERS - ALL BANKS' IDRs, VRs AND NATIONAL RATINGS

The three banks' IDRs and National ratings are driven by their
standalone financial strength, as reflected in their Viability
Ratings (VR). The ratings reflect, in the context of Russia, the
banks' significant and mostly long-standing franchises, only
moderate asset quality deterioration to date, reasonable capital
levels and generally comfortable liquidity, with adequate cushions
of liquid assets coupled with limited refinancing needs. None of
the three banks are using the Central Bank's regulatory
forbearance in respect to exchange rates to support their
regulatory capital ratios. CBM's higher ratings, relative to BSPB
and Zenit, reflect the bank's track record of somewhat better
asset quality and profitability and its broader franchise. The
revision of BSPB's Outlook to Stable reflects the bank's somewhat
less vulnerable asset quality than previously and its significant
pre-impairment profitability. The Negative Outlooks on CBM and
Zenit reflect primarily the risk that the difficult operating
environment will result in higher loan impairment and weaker
performance. The Negative Outlook on CBM also reflects that on
Russia (BBB-/Negative) as Fitch would likely maintain at least a
two-notch differential between the sovereign and the bank.

CBM's IDRS, VR AND NATIONAL RATING

CBM's NPLs (non-performing loans, 90 days overdue) were a moderate
4.9% of end-1H15 gross loans (2014: 2.3%) and were 97% covered by
reserves. The quality of CBM's largest exposures is generally
reasonable for the rating category, in Fitch's view, due to either
only moderate deterioration of the borrowers' financial
performance to date or reasonable collateral coverage. The
deterioration in the bank's unsecured retail lending (21% of end-
1H15 gross loans or 1.2x Fitch Core Capital, FCC) has been
manageable to date, as expressed by fairly moderate NPL
origination, equal to 5.4% (annualized) of average performing
retail loans in 1H15. However, among the largest loans Fitch
identified RUB39 billion (51% of end-1H15 FCC) of higher-risk
loans that are exposed to financially weak and/or insufficiently
collateralized borrowers, including two companies which may be
exposed to bankruptcy proceedings. In addition, around RUB26bn
(34% of FCC) relate to loans to car dealers which Fitch views as
moderately high-risk exposures, given a 40% drop in car sales in
Russia. Further asset quality risks stem from RUB19bn (25% of FCC)
of reverse repo transactions with high-risk counterparties and/or
secured with bonds (although of reasonable credit quality) with
weak liquidity at fairly low discounts. Fitch believes that CBM
will have to absorb additional credit losses related to at least
some of the above-mentioned exposures. CBM's loss absorption
capacity is significant, in Fitch's view. Pre-impairment profit
(Fitch forecasts at least 20bn for 2015 and RUB25 billion for
2016) should be sufficient to create provisions equal to about 5%
of average gross loans in each year before recording bottom-line
losses. The bank's capital buffer is also adequate, as expressed
by a reasonable 11.8% FCC ratio at end-1H15. Regulatory
capitalization was strengthened by a RUB20 billion tier 2
contribution from the Deposit Insurance Fund (DIA) under the
government's support program, bringing the total regulatory
capital ratio to 16.4% at end-8M15 (end-2014: 14.3%). Near-term
refinancing needs are moderate. Fitch estimates that CBM's
liquidity buffer at end-8M15, net of potential wholesale funding
repayments over the next 12 months, was sufficient to withstand a
high 22% reduction in customer funding.

BSPB's IDRS, VR AND NATIONAL RATING BSPB's

NPLs accounted for 3.2% of total gross loans at end-1H15 (down
from 4.2% at end-2014 due to write-offs), while newly recognized
NPLs were a negligible 1% of the portfolio. Restructured exposures
made up a further 7%, resulting in total problem loans of 10% of
the book. Total problem loans were reasonably (84%) covered by
impairment reserves, while the unreserved portion was adequately
collateralized, mainly by completed real estate items. Although
the net interest margin narrowed to 3.7% in 1H15 (4.9% in 2014)
the bank reported strong pre-impairment performance (annualized,
equal to 28% of equity), in part due to higher trading gains. The
latter will likely fall in 2H15, but margin recovery -- as for
other banks, driven by reductions in the policy rate and funding
costs -- should support pre-provision results. The FCC ratio
improved to 11.8% at end-1H15 (end-2014: 10.9%) as a result of
moderate loan book contraction and positive net income. The
regulatory tier 1 ratio was a lower 8.6% (minimum: 6%), mainly due
to deductions of investments in subsidiaries, and the total
regulatory ratio was 12.1% (10% minimum). BSPB received a RUB14.6
billion subordinated loan from DIA, which should improve the total
capital ratio to around 15%. Cushion of liquid assets net of next
12 month market repayments reasonably covers customer accounts by
29%.

ZENIT's IDRS, VR AND NATIONAL RATING

Zenit's NPLs accounted for 4.9% of gross loans at end-1H15, up
from 3.5% at end-2014, but these were fully covered by impairment
reserves. In Fitch's view, lending to companies operating in the
real estate sector (19% of end-1H15 gross loans, 1.6x of FCC) are
a source of significant asset quality risk for the bank, as most
of the loans represent financing of long-term construction of
mainly residential properties, and loan repayment is contingent
upon sales. However, revenues of some of these projects increased
in 1H15, mitigating risks in the near term. Net interest margin
was a narrow 2.3% in 1H15, and Zenit's performance was also
undermined by a RUB1.8 billion revaluation loss on assets
accounted as fair value through profit and loss (mainly FX swaps),
resulting in bank being marginally loss-making on a pre-impairment
basis in 1H15. Due to elevated impairment charges, Zenit reported
a 24% negative annualized ROAE. The FCC ratio was 9.8% at end-
1H15, up from 9.5% end-2014, as the net loss was offset by AFS
securities gains and moderate deleveraging. The tier 1 regulatory
capital ratio was significantly tighter, at 7.4% (total capital
ratio: 13%), primarily due to deductions of investments in
subsidiaries. This offers only moderate loss absorption capacity,
given weak internal capital generation and the high-risk real
estate exposures. Zenit received a RUB9.9 billion subordinated
loan from the DIA in September and expects to convert shareholder
Tatneft's (BBB-/Negative) RUB5 billion subordinated debt into a
perpetual instrument in November. The latter should improve the
tier 1 regulatory ratio to 8.5%, and Zenit is also negotiating
with shareholders on a possible equity injection in 1H16. Zenit is
24.56% owned by oil company Tatneft, which has supported the
bank's funding, capital and revenues (through sales of fee-based
services). However, Fitch does not believe that support from
Tatneft can be relied upon in all circumstances due to its only
minority stake in Zenit and the non-strategic nature of this
investment.

KEY RATING DRIVERS - SUPPORT RATINGS AND SUPPORT RATING FLOORS

The '5' Support Ratings of CBM, BSPB and Zenit reflect Fitch's
view that support from the banks' private shareholders cannot be
relied upon. The Support Ratings and Support Rating Floors of 'No
Floor' also reflect that support from the Russian authorities,
although possible given the banks' significant deposit franchises,
cannot be relied upon due to their still small size and lack of
overall systemic importance.

KEY RATING DRIVERS - DEBT RATINGS

The banks' senior unsecured debt is rated in line with their Long-
term IDRs and National Ratings (for domestic debt issues). The
subordinated debt ratings of CBM and BSPB are notched off their
VRs by one level, in line with Fitch's criteria for rating these
instruments.

RATING SENSITIVITIES

The three banks could be downgraded if asset quality and
performance further weaken significantly. Fitch views such a
scenario as less likely for BSPB, as reflected in the Stable
Outlook on its ratings. A downgrade of Russia's sovereign rating
would also likely result in a downgrade of CBM, and could also
increase downward pressure on the ratings of Zenit and BSPB if
accompanied by a notable deterioration of the operating
environment. The Outlook of CBM and Zenit, as with BSPB, could be
revised to Stable if downside risks for the banks' asset quality
reduce significantly, or if capital contributions materially
improve their loss absorption capacity beyond that currently
projected by Fitch. Upside potential for the three banks' ratings
is limited given the weaker economic outlook.

The rating actions are as follows:

Credit Bank of Moscow Long-term foreign and local currency IDRs:
affirmed at 'BB', Outlooks Negative Short-term foreign currency
IDR: affirmed at 'B' Viability Rating: affirmed at 'bb' Support
Rating: affirmed at '5' Support Rating Floor: affirmed at 'No
Floor' National Long-term Rating: affirmed at 'AA-(rus)'; Outlook
Negative Senior unsecured debt (including that issued by CBOM
Finance PLC (Ireland)): affirmed at 'BB' and 'BB(EXP)' Senior
unsecured debt National Rating: affirmed at 'AA-(rus)' and 'AA-
(rus)(EXP)' Subordinated debt (issued by CBOM Finance PLC
(Ireland)): affirmed at 'BB-'

Bank Saint Petersburg OJSC Long-term foreign and local currency
IDRs: affirmed at 'BB-'; Outlooks revised to Stable from Negative
Short-term foreign currency IDR: affirmed at 'B' Viability Rating:
affirmed at 'bb-' Support Rating: affirmed at '5' Support Rating
Floor: affirmed at 'No Floor' National Long-term Rating: affirmed
at 'A+(rus)'; Outlook revised to Stable from Negative Senior
unsecured debt: affirmed at 'BB-' Senior unsecured debt National
Rating: affirmed at 'A+(rus)' Subordinated debt (issued by BSPB
Finance plc): affirmed at 'B+'

Bank Zenit Long-term foreign and local currency IDRs: affirmed at
'BB-', Outlooks Negative Short-term foreign currency IDR: affirmed
at 'B' Viability Rating: affirmed at 'bb-' Support Rating:
affirmed at '5' Support Rating Floor: affirmed at 'No Floor'
National Long-term Rating: affirmed at 'A+(rus)', Outlook Negative
Senior unsecured debt: affirmed at 'BB-' Senior unsecured debt
National Rating: affirmed at 'A+(rus)' ns:


TRANSAERO AIRLINES: S7 Inks Agreement to Buy 51% Stake
------------------------------------------------------
Gleb Stolyarov at Reuters reports that a co-owner of Russia's S7
Airlines, Vladislav Filev, has signed an agreement to buy at least
51% of airline Transaero.

Transaero, Russia's second-biggest airline, is laden with debt,
Reuters notes.

Two of its main creditors, Sberbank and Alfa Bank, have filed
bankruptcy cases against the airline after it lost out on a
lifeline deal with competitor Aeroflot, Reuters relates.

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


FONCAIXA PYMES 6: Moody's Assigns Caa2 Rating to Series B Notes
---------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
the notes issued by FONCAIXA PYMES 6, FT.

  EUR918.4 mil. Serie A Notes due July 2050, Definitive Rating
   Assigned Aa3 (sf)

  EUR201.6M Serie B Notes due July 2050, Definitive Rating
   Assigned Caa2 (sf)

FONCAIXA PYMES 6, FT is a securitization of loans and draw-downs
under lines of credit granted by Caixabank (Baa2/P-2, Stable
Outlook) to small and medium-sized enterprises (SMEs) and self-
employed individuals.

Caixabank will act as servicer of the loans and lines of credit,
while GestiCaixa S.G.F.T., S.A. will be the management company
(Gestora) of the Fondo.

RATINGS RATIONALE

The ratings are primarily based on the credit quality of the
portfolio, its diversity, the structural features of the
transaction and its legal integrity.

The provisional pool analyzed was, as of September 2015, composed
of a portfolio of 32,613 contracts (23.3% of the total pool amount
being draw-downs from lines of credit) granted to obligors located
in Spain.  Most of the assets were originated between 2000 and
2013, and have a weighted average seasoning of 6 years and a
weighted average remaining term of 8.4 years.  Around 44.6% of the
portfolio is secured by mortgages (which includes around 24.8% of
second liens) over residential and commercial properties.
Geographically, the pool is located mostly in Catalonia (27.5%),
Madrid (14.3%) and Andalusia (9.9%).  Delinquent assets up to 30
days in arrears represent around 3.3% of the provisional
portfolio, while assets between 30 and 60 days in arrears
represent around 0.7% of the total pool notional.

In Moody's view, the credit positive features of this deal
include, among others: (i) performance of Caixabank originated
transactions has been better than the average observed in the
Spanish market; (ii) granular and well diversified pool across
industry sectors; (iii) exposure to the construction and building
sector, at around 15.6% of the pool volume (which includes a 5.2%
exposure to real estate developers), is below the average observed
in the Spanish market; and (iv) refinanced and restructured loans
have been excluded from the pool.  The transaction also shows a
number of credit weaknesses, including: (i) around half of the
exposure to mortgages consist of drawdowns under lines of credit
which may allow further drawdowns, thus creating potential
volatility on the LTV of the underlying properties securing such
mortgages (however Moody's did receive data on these potential
further drawdowns and took it into account in its analysis); (ii)
around 11.6% of the portfolio is either currently under grace
period or can allow future grace periods or payment holidays;
(iii) there is strong linkage to Caixabank as it holds several
roles in the transaction (originator, servicer and accounts bank);
(iv) no interest rate hedge mechanism in place.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitized portfolio due to its
granularity.  The rating agency derived the default distribution,
namely the relevant main inputs such as the mean default
probability and its related standard deviation, via the analysis
of: (i) the characteristics of the loan-by-loan portfolio
information, complemented by the available historical vintage
data; (ii) the potential fluctuations in the macroeconomic
environment during the lifetime of this transaction; and (iii) the
portfolio concentrations in terms of industry sectors and single
obligors.  Moody's assumed the cumulative default probability of
the portfolio to be equal to 13% with a coefficient of variation
(i.e. the ratio of standard deviation over mean default rate) of
42.8%.  The rating agency has assumed stochastic recoveries with a
mean recovery rate of 50% and a standard deviation of 20%.  In
addition, Moody's has assumed the prepayments to be 5% per year.

The principal methodology used in these ratings was Moody's Global
Approach to Rating SME Balance Sheet Securitizations published in
September 2015.

For rating this transaction, Moody's used these models:

(i) ABSROM to model the cash flows and determine the loss for each
tranche and (ii) CDOROM to determine the coefficient of variation
of the default definition applicable to this transaction.

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

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

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

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

Factors or circumstances that could lead to a downgrade of the
ratings affected by today's action would be (1) worse-than-
expected performance of the underlying collateral; (2) an increase
in counterparty risk, such as a downgrade of the rating of
Caixabank.

Factors or circumstances that could lead to an upgrade of the
ratings affected by the action would be the better-than-expected
performance of the underlying assets and a decline in counterparty
risk.

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis.  If the assumed default probability of 13%
used in determining the initial rating was changed to 15% and the
recovery rate of 50% was changed to 40%, the model-indicated
ratings for Serie A and Serie B of Aa3(sf) and Caa2(sf) would be
A3(sf) and Caa3(sf) respectively.

Parameter Sensitivities provide a quantitative, model-indicated
calculation of the number of 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.  It 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 differ as certain key
parameters vary.


FONCAIXA PYMES 4: DBRS Discontinues B(low) Rating on B Notes
------------------------------------------------------------
DBRS Ratings Limited  discontinued its ratings on the Series A and
Series B Notes issued by FONCAIXA PYMES 4, FTA (the Issuer).

The rating action reflects the payment in full of the Series A and
Series B Notes as of the last payment date, 9 October 2015.

The remaining balance and the ratings of the Series A and Series B
Notes before the payment in full were:

-- EUR195,680,616.00 Series A Notes at A (sf).
-- EUR129,000,000.00 Series B Notes at B (low) (sf)


* Moody's Raises Ratings on 5 Notes in 3 Spanish ABS Transactions
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on five notes
in three Spanish asset-backed securities (ABS) transactions:
FONCAIXA FTGENCAT 3, FTA, SANTANDER EMPRESAS 2, FTA and SANTANDER
EMPRESAS 3, FTA.

The upgrade reflects the increase of credit enhancement due to
deleveraging combined with stable performance of the securitized
pool.

The three transactions are ABS backed by small to medium-sized
enterprise (ABS SME) loans located in Spain and originated by
Caixabank (Baa2/P-2) in FONCAIXA FTGENCAT 3, FTA and Banco
Santander S.A. (Spain) (A3/P-2) for SANTANDER EMPRESAS 2 & 3.

RATINGS RATIONALE

   -- Increased credit enhancement due to deleveraging

Outstanding notes' credit enhancement has significantly increased
due to deleveraging for the three transactions since last rating
action.

In SANTANDER EMPRESAS 2, FTA, the increase of CE below class D now
allows to cover the top 20 debtors which compares with the fact
that less than top 10 debtors were covered in January 2015 when
the notes rating were last upgraded.

   -- Key collateral assumptions

Default probabilities (DP) and recovery rates have remained
unchanged given the stable performance of the transactions with
the exception of DP being decreased in SANTANDER EMPRESAS 2, FTA
to reflect the significant improvement in performance terms.
SANTANDER EMPRESAS 2, FTA 's 90d+ arrears now stands at 1.79%
while its cumulative defaults remained below 2%.  In addition,
when comparing 90-360 day trend for SANTANDER EMPRESAS 2, FTA with
the average index of Spanish SME deals, it remains below.

Moody's now assumed a DP of 16% of the current pool balance
lowered from 20%.  In addition, Moody's has updated portfolio
credit enhancement for SANTANDER EMPRESAS 2, FTA to 26% from 27.5%
to capture the better pool quality.  The volatility now stands at
39%.

Due to the reduced uncertainty in the sector, we have removed the
additional stress analysis of key collateral assumptions.

   -- Exposure to Counterparties

Moody's also took into consideration the exposure to key
transaction counterparties.  In FONCAIXA FTGENCAT 3, FTA,
Caixabank (Baa2/P-2) performs various roles, including the roles
of servicer and swap provider.  Additionally, Societe Generale
(A2/P-1) acts as account bank for this transaction.

In the case of SANTANDER EMPRESAS 2 and 3, the conclusion of
Moody's review also reflects exposure to 1) Banco Santander S.A.
(Spain), which acts as the servicer, swap counterparty and
collection account bank; and 2) Santander UK PLC (A1/P-1), which
acts as issuer account bank.

   -- Principal Methodology

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitisations"
published in September 2015.

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

Factors or circumstances that could lead to an upgrade of the
ratings include, (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure, (3) improvements in the credit quality of the
transaction counterparties and (4) reduction in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include, (1) performance of the underlying collateral that
is worse than Moody's expected, (2) deterioration in the notes'
available credit enhancement, (3) deterioration in the credit
quality of the transaction counterparties and (4) an increase in
sovereign risk.

LIST OF AFFECTED RATINGS:

Issuer: FONCAIXA FTGENCAT 3, FTA

  EUR10.7 mil. B Notes, Upgraded to Aa2 (sf); previously on
   Jan. 23, 2015, Upgraded to A2 (sf)

  EUR7.8 mil. C Notes, Upgraded to Baa2 (sf); previously on
   Jan. 23, 2015, Upgraded to Ba1 (sf)

  EUR6.5 mil. D Notes, Upgraded to B2 (sf); previously on
   Jan. 23,
   2015, Upgraded to B3 (sf)

Issuer: SANTANDER EMPRESAS 2, FTA

  EUR59.5 mil. D Notes, Upgraded to A3 (sf); previously on
   Jan. 23, 2015, Upgraded to Ba1 (sf)

Issuer: SANTANDER EMPRESAS 3, FTA

  EUR117.3 mil. C Notes, Upgraded to Aa2 (sf); previously on
   Feb. 17, 2015, Upgraded to A3 (sf)



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


NEW EUROPE: Moody's Withdraws Ba1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has upgraded New Europe Property
Investments plc's (NEPI) rating, assigning a long-term issuer
rating of Baa3 and withdrawing the Ba1 corporate family rating and
Ba1-PD probability of default rating.  The outlook on the issuer
rating is stable.  NEPI is a listed real estate investment,
development and management company with the majority of its
operations in Romania (Baa3 stable).

RATINGS RATIONALE

"The upgrade of NEPI's rating to Baa3 reflects the company's
continuing strong operating performance, increased rental income
and reduced development pipeline as well as the stable outlook for
the Romanian economy and its retail property sector", said Roberto
Pozzi, Moody's Vice President and lead analyst on the company.
"In addition, we expect NEPI's leverage -- gross adjusted debt to
total assets -- to remain moderate and in line with the company's
conservative financial policy", adds Mr. Pozzi.

NEPI's Baa3 rating factors in the company's (i) important
franchise value as the largest retail property owner in Romania;
(ii) very strong financial metrics for its rating level; (iii)
good quality, modern assets with high (98% in H1 2015) occupancy
rates; (iv) steady cash flows from contractual rental income with
limited tenant concentration risk; and (v) supportive
shareholders.  However, the rating also takes into account NEPI's
relatively small scale of operations compared with investment-
grade rated peers in EMEA, its limited geographic diversification
and reliance on the Romanian economy as well as a degree of
currency risk due to the mismatch between the company's euro-
denominated leases and tenants' local currency revenues.

NEPI owns 23 retail properties (mainly shopping malls), 5 office
buildings and 2 industrial facilities, as well as 4 assets under
development.  Retail properties generated around 80% of the
company's rental income in H1 2015.  Properties located in Romania
generated 82% of rental income, 15% in Slovakia and 3% in Serbia.

Tenant concentration risk is low: the company's top three retail
tenants - Carrefour ((P)Baa1 stable), Auchan (unrated) and H&M
(unrated) - accounted for 12.4% of NEPI's total rental income (H1
2015).  The top 10 tenants represent 24.4% of NEPI's total rental
income.

New development risk has significantly reduced during the last 12
months: NEPI's developments peaked at 14.5% of total assets in
2014 whilst decreasing to 6.4% in H1 2015 following the completion
of a new Mega Mall (75,000sqm) in Bucharest.  Moody's expects that
developments under construction as a percentage of total assets
will continue to decrease over the next two years as the company's
income producing portfolio grows.  However, Moody's notes that the
company's development pipeline remains sizeable including
uncommitted projects, totaling around EUR500 million.  Moody's
acknowledges the company's excellent track record in successfully
completing its projects and the fact that the company's
development pipeline has been largely equity funded, given its low
leverage.  Also, many of its existing developments are either
extensions of existing successful shopping centers or are low-rise
buildings on easily accessible sites.

NEPI has strong financial metrics for its rating category.  The
company's "effective" leverage, as measured by adjusted debt/total
assets, at 15.5% indicated generous asset cover for its debt.
Over the 12-month period, fixed charge coverage, as measured by
EBITDA/interest expense + capitalized interest + ground rents, was
approximately 7.0x.  The company's financial policy is to maintain
its loan-to-value ratio (defined as interest-bearing debt less
cash/investment property and listed property securities) at around
30%-35%.  Whilst leverage will increase from the currently very
low levels, NEPI's financial targets are conservative and, in our
opinion, sustainable over the rating horizon.

NEPI is exposed to a degree of currency risk.  Although NEPI's
debt and leases are denominated in Euros, its tenants typically
earn revenues in local currency.  Moody's believes that this
exposes the company to the risk of a devaluation of the local
currency.  That said, Moody's acknowledges that the exchange rate
of the Romanian currency versus the Euro has been relatively
stable since 2009 and that the Romanian government's plan to join
the Eurozone, though not near term, should somewhat support its
currency.

Liquidity

NEPI has an adequate, though not ample, liquidity profile, in our
opinion.  At the end of June 2015, NEPI had cash balances of
EUR63.5 million and around EUR50 million available under its
committed revolving facility agreements.  NEPI's internal cash
flow generation plus available liquidity, a planned bond issue and
planned equity raising well in excess of dividends paid out should
cover its cash requirements over the next 12 months, in our view,
including capex well above maintenance levels and upcoming debt
maturities.

NEPI also has the ability to suspend its development activities at
any time (and subsequently restart at any time) due to the
flexible structure of its construction contracts (no general
contractor).  Lastly, given its non-REIT status, the company has
no legal requirement to distribute dividends and, therefore,
greater financial flexibility compared to other REITS.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects our forecast for continued positive
GDP growth in Romania, which will support retail expenditure and,
by extension, tenant demand for retail property.  The stable
outlook also reflects our belief that NEPI will continue managing
its business to maintain high occupancy rates, similar levels of
operational profitability and will manage its leverage in line
with its conservative financial policy guidelines.

What Could Change the Rating -- Up/Down

An upgrade is unlikely in the near term and will depend on Moody's
expectations for the Romanian economy, as evidenced by its
sovereign rating, as well as on increased size and geographic
diversification of the company's portfolio.

Downward pressure on the rating could arise from (i) a
deterioration in the economic outlook for the Romanian economy,
(ii) a deterioration in the operating performance of the company,
as evidenced by reduced occupancy rates, negative rental growth or
reduced profitability/cash flow generation; (iii) increasing
development risk such that the committed development pipeline rose
sustainably above 10% of the property portfolio; (iv) adjusted
debt/total assets sustainably above 35% or fixed charge coverage
below 3.5x; or (v) a failure to maintain an adequate liquidity
profile.

New Europe Property Investments plc ("NEPI") is an Isle of Man
incorporated real estate investment company that acquires,
develops and manages retail and office property investments
located mostly in Romania, with a foothold in Slovakia and in
Serbia.  NEPI is listed on the main board of the Johannesburg
Stock Exchange (JSE), the Alternative Investment Market (AIM) of
the London Stock Exchange and the regulated market of the
Bucharest Stock Exchange; however, more than 90% of the shares are
listed on the JSE.  NEPI's three largest shareholders as at August
15, 2015 were South African property-focused investment funds:
Resilient Property Income Fund (unrated), with a 9.3% stake in the
business, Fortress Income Fund (unrated) with 8.8%, and Capital
Property Fund (rated A3.za - stable) with 8.7%.  The company had a
market capitalization of EUR2.7 billion as of 16 October 2015.


VEDANTA RESOURCES: S&P Lowers CCR to 'B+', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
foreign currency long-term corporate credit rating on Vedanta
Resources PLC to 'B+' from 'BB-'.  The outlook is negative.  At
the same time, S&P lowered its long-term issue ratings on the
notes and loans that the company issued or guarantees to 'B+' from
'BB-'.  S&P removed all the ratings from CreditWatch, where they
were placed with negative implications on Sept. 9, 2015.  Vedanta
Resources is a London-headquartered oil and metals company with
most of its operations in India.

"We downgraded Vedanta Resources because we expect the company's
financial performance to remain weak for the next 12-18 months,"
said Standard & Poor's credit analyst Mehul Sukkawala.  "Low
commodity prices, including our recent lowering of oil price
assumptions, have hurt Vedanta Resources' cash flows, which were
already stretched by the company's high debt."

S&P expects Vedanta Resources' financial ratios to remain weak for
the 'BB-' rating irrespective of whether the company is successful
in completing the merger between its intermediate holding company
Vedanta Ltd. and its subsidiary Cairn India Ltd.  S&P now expects
Vedanta Resources' ratio of funds from operations (FFO) to debt
(on a proportionate consolidation basis) to remain below 10% until
fiscal 2017 (year ending March 31), compared with about 6% in
fiscal 2015.  This is even after assuming an improvement from the
current weak commodity prices and volumes across most businesses.
S&P's calculation of the company's debt also includes US$1.6
billion of interest-bearing payables.  S&P is therefore revising
its assessment of Vedanta Resources' financial risk profile to
"highly leveraged" from "aggressive."

Vedanta Resources is dependent on banks to roll over its short-
term debt and to help refinance the US$2 billion of maturities in
June/July 2016.  S&P believes Vedanta Resources has decent banking
relationships and Vedanta Ltd. has good credit standing in India,
which will help Vedanta Resources roll over its short-term debt
and meet its near-term refinancing requirements.  S&P expects
Vedanta Resources to successfully renegotiate its US$1.4 billion
loan in case of a merger with Cairn India--the loan is secured
against about 35% of Cairn India shares.  S&P also anticipates
that Vedanta Resources will extend a US$1.25 billion loan from
Cairn India due in mid-2016.

"We expect Vedanta Resources' operating performance to improve
over the next 24 months.  This should help boost financial ratios
from the current weak levels and support our "positive" comparable
rating assessment.  A likely improvement in commodity prices from
current levels and Vedanta Resources' planned commissioning of
three potlines (of about 1 million tons capacity) at its aluminum
smelter at Jharsuguda (in India's eastern state of Odisha) over
the next two years will play a key role in improving the financial
ratios.  However, the timing of the ramp-up remains uncertain due
to a pending decision from Odisha electricity regulator.  Vedanta
Resources is also cutting costs, especially in its aluminum and
zinc businesses in India and its copper business in Zambia.  This
should help support profitability," S&P said.

S&P expects Vedanta Resources to continue to benefit from its low-
cost operations, particularly in the zinc and oil businesses, and
a diversified portfolio of assets.  Low and volatile commodity
prices, high costs in the copper business in Zambia and the
aluminum business under subsidiary Bharat Aluminum Co. Ltd. in
India, and uncertainty over ramp-up of aluminum and iron ore
capacity temper these strengths.  S&P therefore continues to
assess the company's business risk profile as "fair."

"The negative outlook reflects the risk that Vedanta Resources'
financing for its upcoming maturities could be delayed," said Mr.
Sukkawala.  "It also reflects the risk of commodity prices
remaining weak for a prolonged period, resulting in the company's
financial ratios not recovering in line with our expectations of
FFO cash interest coverage rising above 1.75x in fiscal 2017."

S&P may lower the ratings if it expects Vedanta Resources'
proportionately consolidated ratio of FFO cash interest coverage
to remain below 1.75x on a sustained basis.  This could happen
because of: (1) commodity prices, especially oil, zinc, and
aluminum, not recovering in line with S&P's expectations; (2) a
significant delay in ramp-up of production, particularly for
aluminum at Jharsuguda; or (3) unfavorable developments on the
Cairn merger.

S&P may also downgrade Vedanta Resources if S&P do not see
material progress in securing funds for US$2 billion debt
maturities or if the company faces any difficulty in rolling over
short-term debt.

S&P may revise the outlook to stable if it expects Vedanta
Resources' financial ratios to improve sustainably, which S&P
believes would be driven by an improvement in commodity prices.
An outlook revision would also require that Vedanta Resources does
not have significant refinancing risk, especially at the holding
company.


* Significant Financial Distress in UK Food Supply Chain Down
-------------------------------------------------------------
As the UK's supermarket price war rages on, with Tesco and
Sainsbury's recently reporting further price cuts to stem the flow
of falling sales, new research from business recovery specialists
Begbies Traynor indicates that stability may finally be returning
to the struggling UK grocery sector, as the industry shows the
first tentative signs that it has adjusted to today's new low
margin environment.

According to Begbies Traynor's Red Flag Alert research for Q3
2015, which monitors the financial health of UK companies, UK food
retailers experienced their first quarterly decline in
"Significant" financial distress in over two years, decreasing 5%
to 5,002 struggling businesses over the past three months (Q2
2015: 5,258).  The last time that UK food retailers saw any
improvement in financial distress was during Q2 2013 when there
were 2,428 failing businesses in the sector; 51% fewer than the
number struggling to make ends meet today.

During Q3 2015, the UK Food and Beverage Manufacturers, which
include many of the food suppliers and farmers that supply the
major UK headquartered supermarkets, also witnessed their first
decline in "Significant" financial distress in over two years,
falling 4% to 1,553 companies during the past quarter (Q2 2015:
1,622).  Since Q2 2013, the number of grocery suppliers that are
suffering "Significant" financial distress has increased 147% from
628 businesses.

Julie Palmer, Partner and retail expert at Begbies Traynor, said:
"The declining fortunes of the UK food retail industry and its
supply chain over the past nine quarters directly mirror the
meteoric rise in popularity of the German discounters Aldi and
Lidl, whose no frills, low price offering has captured the
imagination of British consumers, changing the face of the UK
grocery sector for good."

"While the major supermarkets have taken drastic action to
readjust their ailing business models by slashing prices in a bid
to compete, the UK's damaged food supply chain remains the biggest
loser from the changing food retail environment, with levels of
financial distress in this sector nearly tripling in just over two
years as a result of intense margin pressure.

"Whilst the UK grocery sector is not out of the woods yet, our
latest quarterly findings indicate that it is seeing the first
green shoots of recovery.  After a protracted period of job cuts,
price readjustments and forced efficiency improvements, businesses
across the sector now appear to be better equipped for the new
normal of a low margin landscape."

"The big test over the coming months will be the extent to which
retailers are able to pass higher wage costs on to consumers, as
opposed to squeezing their still under pressure suppliers,
especially in an environment where household budgets won't see a
repeat of the recent benefit of much reduced petrol prices."


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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of the same firm for the term of the initial subscription or
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                 * * * End of Transmission * * *