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

                           E U R O P E

            Thursday, October 29, 2015, Vol. 16, No. 214

                            Headlines

D E N M A R K

WELLTEC A/S: S&P Lowers Corp. Credit Rating to 'B+', Outlook Neg.


G E R M A N Y

HP PELZER: S&P Revises Outlook to Negative & Affirms 'B+' CCR


I R E L A N D

MOTHERCARE IRELAND: Exits Examinership, 250+ Jobs Saved
WEATHERFORD INT'L: Moody's Lowers Sr. Unsecured Ratings to Ba1


K A Z A K H S T A N

KAZAKHSTAN: Fitch Assigns 'B+' Long-Term Issuer Default Rating
TSESNABANK: Fitch Assigns 'B+' Long-Term Issuer Default Ratings


L U X E M B O U R G

BEE FIRST 2013-1: Fitch Hikes Class D Debt Rating From 'BB+'
BRAAS MONIER: Fitch Affirms, Then Withdraws 'B' Long-Term IDR
BREEZE FINANCE: Fitch Cuts Class A Debt Rating to 'B-'
CRC BREEZE: Fitch Lowers Class B Debt Rating to 'CC'
DAKAR FINANCE: S&P Assigns 'B' CCR, Outlook Stable


N E T H E R L A N D S

MESDAG BV: S&P Lowers Ratings on 2 Note Classes to CCC-


R U S S I A

BANK SOVETSKY: DIA to Oversee Financial Rehabilitation Measures
CHELINDBANK: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
X5 FINANCE: Fitch Assigns 'BB-' Sr. Unsec. Rating to RUB5BB Bonds


S P A I N

BBVA RMBS 5: DBRS Cuts Series C Notes Rating to B(sf)
BBVA RMBS 10: DBRS Cuts Series B Notes Rating to BB(sf)
BBVA RMBS 11: DBRS Confirms B(high) Rating on Series C Notes
INSTITUTO VALENCIANO: S&P Affirms 'BB/B' ICR, Outlook Stable
PYME VALENCIA 1: Fitch Affirms 'Csf' Ratings on 2 Note Classes


U N I T E D   K I N G D O M

AQUAMARINE POWER: Enters Administration, Seeks Buyer for Business
INFINIS ENERGY: Moody's Puts B1 CFR on Review for Downgrade
INVESTEC BANK: Fitch Hikes Jr. Subordinated Debt Rating to 'BB'
PUNCH TAVERNS: S&P Affirms 'B-' CCR, Outlook Stable
STEMCOR: Lenders Approve Debt "Haircut", 1000+ Jobs Saved

SUNSHINE CARE: Calls in Lameys to Restructure Firm, Mulls CVA
* UK: Steel Sector Calls for Urgent Government Action


X X X X X X X X

* Global Metal Prices will Remain Weak Through 2016, Moody's Says
* Banks' Biggest Challenge is Sluggish Economy, Moody's Says
* Solvency II & M&A Tapers Offs Insurance Deleveraging Trend
* 2016 Outlook for Steel Sector Stable on Continued Demand Growth


                            *********


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D E N M A R K
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WELLTEC A/S: S&P Lowers Corp. Credit Rating to 'B+', Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Denmark-based oil and gas well technology
provider Welltec A/S to 'B+' from 'BB-'.  The outlook is negative.

At the same time, S&P lowered its issue rating on Welltec's
US$325 million senior secured notes to 'B+' from 'BB-'.  The
recovery rating remains at '4', indicating S&P's expectation of
average recovery (30%-50%; higher half of the range) in the event
of a payment default.

The downgrade reflects S&P's more pessimistic view on Welltec's
ability to mitigate the negative effect of the current market
downturn on performance.  S&P thinks that the company's business
will materially weaken, due to challenging market conditions and
lower-than-expected demand for its services in the next couple of
years.  Moreover, S&P has very limited visibility on the company's
future cash flow generation, since Welltec has limited contracted
revenue, and S&P believes that the oil and gas sector will remain
depressed well into 2016, with a recovery in the demand for and
price of oilfield services uncertain at this stage.

This results in lower EBITDA and cash flows in 2015-2016 than S&P
previously anticipated.  In particular, S&P now projects reported
EBITDA to average about US$100 million annually in 2015-2016, down
from US$155 million in 2014.  This in turn results in Standard &
Poor's-adjusted funds from operations (FFO) to debt of 5%-10% on
average in 2015-2016, down from 20% in 2014, which S&P don't
consider as commensurate with the 'BB-' rating.

"We are consequently revising our view of Welltec's business risk
profile to "weak" from "fair."  This reflects Welltec's small
size; relatively narrow service offering; exposure to the
cyclical, highly competitive, and volatile oil and gas industry;
and lack of medium- to long-term backlogs relative to other
players in the oil field services sector, such as drillers.  We
also think that Welltec's profitability may be volatile because
there can be significant quarterly swings in demand, EBITDA,
margins, and working capital.  We also factor in the company's
leading position in the currently relatively narrow market of
robotic well interventions; exclusive control over the technology
it uses, which creates a significant barrier to entry for
competitors; and healthy long-term growth opportunities," S&P
said.

"We continue to assess of Welltec's financial risk profile as
"aggressive," reflecting our 2013-2017 weighted average estimation
of FFO to debt of about 10% combined with our weighted average
estimation of free operating cash flow (FOCF) to debt of 5%-10%.
Our projections of materially positive FOCF based on an EBITDA
margin of at least 30%, coupled with much lower capital
expenditures (capex) from 2015, is a key factor for our
assessment.  We note that the company started to reduce fixed
costs and development capex in 2014 to adapt to weaker market
conditions, and we expect this trend will continue in 2016," S&P
said.

The negative outlook reflects the risk of underperformance against
S&P's base-case scenario, for example due to further weakening of
market conditions, which could translate into a decline in demand
for Welltec's services in 2015-2016.  This also reflects S&P's
relatively limited visibility on Welltec's future performance and
its relatively weak credit measures for the rating.

S&P could downgrade Welltec by one notch if reported EBITDA falls
materially below $100 million in 2015-2016 or if FOCF was much
lower than S&P's forecasts, resulting in FOCF to debt being
sustainably below 5%, which could result from unexpected large
working capital outflows and capex overspending.  Standard &
Poor's-adjusted debt to EBITDA consistently above 5x would also
put pressure on the rating.

S&P could revise the outlook to stable if it was confident that
Welltec's reported EBITDA would increase in 2016 and that FOCF
would be materially positive.  Greater visibility on the company's
cash flow generation and improved market conditions would also
support an outlook revision to stable.



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G E R M A N Y
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HP PELZER: S&P Revises Outlook to Negative & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on German
auto supplier HP Pelzer Holding GmbH to negative from stable.  At
the same time, S&P affirmed its 'B+' long-term corporate credit
rating on HP Pelzer.

S&P also affirmed its 'B+' issue rating on HP Pelzer's EUR280
million senior secured notes.  The recovery rating is '3',
indicating S&P's expectation of meaningful recovery (50%-70%;
lower half of the range) in the event of a payment default.

The negative outlook on HP Pelzer, the 61%-owned subsidiary of the
Italian group Adler Plastic, reflects S&P's view that the credit
ratios of its parent should fall materially below its forecasts in
2015, despite the good performance of HP Pelzer.

Adler Plastic's credit ratios were weaker than S&P expected in
2014.  S&P calculates that the group posted ratios of funds from
operations (FFO) to debt of 9% and debt to EBITDA of 5.5x at year-
end 2014.  Contrary to management's initial indication that Adler
Plastic's indebtedness apart from HP Pelzer was minimal, S&P
calculates that entities outside HP Pelzer's scope bore about
EUR88 million of adjusted debt as of Dec. 31, 2014, of which EUR42
million was factoring liability.  In addition, these entities
posted EUR19 million of adjusted negative EBITDA in 2014, while
management expected to break even.  S&P understands that this
earnings shortfall partly came from restructuring measures and
start-up costs related to new projects.

That said, HP Pelzer's recent operating performance has been good.
S&P forecasts that its adjusted EBITDA margin will rise to about
9%-10% in 2015 from 8.9% in 2014 thanks to increasing volumes,
productivity gains, and cost cutting.  S&P also sees positive
development in Adler Plastic's other subsidiaries, which broke
even at the EBITDA level on a reported basis during the first half
of 2015.  This should lead to a meaningful rise in Adler Plastic's
EBITDA over the next 12 months, although the EUR50 million bond
tap it made in March 2015 mitigates the positive impact on credit
ratios.

S&P thinks that the ratings on HP Pelzer depend on the broader
Adler Plastic group.  Although HP Pelzer's credit quality benefits
from the payment restrictions defined by the documentation of its
senior secured notes, S&P believes that this protection is not
sufficient to delink the ratings from those on its parent.  S&P
views HP Pelzer as a "core" subsidiary of Adler Plastic since it
generates about 80% of its revenues and nearly all its EBITDA.

S&P's negative outlook on HP Pelzer factors in S&P's view that the
Adler Plastic group will achieve lower-than-expected credit ratios
for its ratings in 2015, in particular an FFO-to-debt ratio at the
low end of the 12%-20% range commensurate with an "aggressive"
financial profile.  S&P expects the Adler Plastic group will
achieve an adjusted EBITDA margin of 7%-8% and generate about
EUR10 million-EUR15 million of adjusted FOCF over the next 12
months.

S&P may revise the outlook on HP Pelzer to stable if Adler
Plastic's FFO to debt moved to the middle of the 12%-20% range.
This would require a higher-than-expected improvement in the
profitability of HP Pelzer and of the other Adler Plastic
entities.  Rating upside would also depend on the group's ability
to maintain "adequate" liquidity.

S&P may downgrade HP Pelzer if the group's adjusted FFO to debt
remained close to 12% or if adjusted FOCF was materially lower
than S&P's expectation.  S&P could also lower the ratings if it
saw more evidence of inadequate internal controls.  Lastly, S&P
would consider a downgrade if the entities outside HP Pelzer's
scope failed to maintain adequate liquidity.



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I R E L A N D
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MOTHERCARE IRELAND: Exits Examinership, 250+ Jobs Saved
-------------------------------------------------------
Charlie Taylor at The Irish Times reports that more than 250 jobs
have been saved after retailer Mothercare Ireland confirmed it had
successfully exited examinership.

According to The Irish Times, the company has said it will
continue to trade at 15 stores nationwide but confirmed it is to
close three shops -- two in Dublin and one in Limerick -- where
approximately 26 people are employed.

The group sought examinership in late July in a bid to restructure
the business and secure the long-term future of the company on the
back of what it said were unsustainable rents, The Irish Times
recounts.

Speaking on Oct. 28, Mothercare Ireland said the restructure had
led to a 30% rent reduction across the group's portfolio, The
Irish Times relates.

As part of the restructure plan, the company will close stores in
Blackrock and Jervis Street in Dublin and at Cruises Street in
Limerick in early 2016, The Irish Times discloses.

Mothercare Ireland is a franchise of Mothercare UK and has traded
here for 23 years.  It is the country's largest maternity, baby,
nursery and children's clothes retailer.


WEATHERFORD INT'L: Moody's Lowers Sr. Unsecured Ratings to Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded Weatherford International
Ltd.'s (Weatherford or Weatherford Bermuda, incorporated in
Bermuda) and Weatherford International, LLC's (Weatherford
Delaware, incorporated in Delaware) senior unsecured ratings to
Ba1 from Baa3 and downgraded Weatherford's commercial paper rating
to Not Prime from Prime-3.  At the same time, Moody's assigned a
Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating,
and a SGL-2 Speculative Grade Liquidity Rating.  The rating
outlook has been changed to stable from negative.

"The downgrade of Weatherford to non-investment grade reflects
Moody's expectation that Weatherford's cash flow to debt metrics
will remain weak relative to its Baa3 rated peers through 2016,"
commented Gretchen French, Moody's Vice President.  "While we
believe that Weatherford will generate free cash flow and will
focus on debt reduction through 2016, it will continue to be
modest and not sufficient to offset overall moderate cash flow
generation stemming from a prolonged oilfield service cyclical
downtown."

Rating actions include:

Weatherford International Ltd. (Bermuda)

  Corporate Family Rating assigned at Ba1

Probability of Default Rating assigned at Ba1-PD

  Senior Unsecured Notes downgraded to Ba1 (LGD 4) from Baa3
  Senior Unsecured Shelf Rating downgraded to P(Ba1) from P(Baa3)
  Subordinate Shelf Rating downgraded to P(Ba2) from P(Ba1)
  Preferred Shelf Rating downgraded to P(Ba3) from P(Ba2)
  Commercial Paper Rating downgraded to Not Prime from Prime-3
  Speculative Grade Liquidity assigned at SGL-2
  Rating outlook change to Stable from Negative

Weatherford International, LLC. (Delaware)

  Senior Unsecured Notes downgraded to Ba1 (LGD 4) from Baa3
  Senior Unsecured Shelf Rating downgraded to P(Ba1) from P(Baa3)
  Subordinate Shelf Rating downgraded to P(Ba2) from P(Ba1)
  Rating outlook change to Stable from Negative

RATINGS RATIONALE

Weatherford's Ba1 Corporate Family Rating is supported by: its
scale and strong market positions in several product lines; its
geographic diversification, with a substantial portion of its
revenue coming from markets outside the more volatile North
American market; and its numerous patented products and
technologies, which give the company a competitive edge in several
markets.  While Weatherford's asset profile is comparable to
investment-grade rated companies, the Ba1 rating is constrained by
the company's high financial leverage and lower returns compared
to its peers.  Weatherford has elevated debt balances stemming
from a history of debt-financed acquisitions and periods of
negative free cash flow resulting from its historically aggressive
growth profile.

Weatherford is facing what looks to be a sharper and more
protracted oilfield services industry downturn than the last
cyclical downturn of 2009 and as compared to what was assumed in
our March 2015 rating action.  Moody's expects Weatherford will
face not only reduced activity levels, particularly in North
America, but also reduced pricing across product lines, pressuring
earnings and cash flow generation in both 2015 and 2016.

Weatherford has been responsive to the downturn by continuing to
reduce its cost structure and capital spending levels.  As such,
Moody's expects the company will generate positive free cash flow
in 2015 and 2016, with Weatherford targeting any excess cash flow
towards debt reduction.  In addition, the company's good
geographic diversification outside of North America and meaningful
exposure to the production cycle through its artificial lift
business should help to somewhat offset severe North American
drilling curtailments that have driven operating losses in North
America.

Nevertheless, even with the assumption of modest debt reduction
through free cash flow, Moody's expects Weatherford's cash flow
generation before working capital relative to debt levels to be
very weak in both 2015 and 2016.  Moody's projects retained cash
flow to debt to remain under 10% in both 2015 and 2016.  These
financial leverage metrics are weaker than its Baa3 rated oilfield
services and driller peers, as well as the medians for both Baa
and Ba rated non-financial corporate peer group.  However, Moody's
do envision a recovery in Weatherford's retained cash flow/debt to
approach 20% by 2017, based on both lower debt balances and a
recovery in oilfield service activity levels.

Weatherford's SGL-2 rating reflects an adequate liquidity profile
through 2016.  The company has a $2.25 billion commercial paper
(CP) program that is supported by its operating cash flow and a
$2.25 billion credit facility maturing in July 2017.  As of
September 30, 2015 Weatherford had $509 million of commercial
paper outstanding with $1,195 million of availability under its
revolving credit facility (after accounting for $530 million in
revolver drawings, $16 million in letters of credit, and the
commercial paper backstop utilization).  The company is expected
to maintain compliance under its sole financial covenant, which is
a maximum debt-to-capitalization ratio of 60%.

The unsecured notes of Weatherford Bermuda and Weatherford
Delaware are rated Ba1, in line with its Ba1 Corporate Family
Rating, reflecting a capital structure that is comprised of nearly
all unsecured debt.  The ultimate parent of Weatherford Bermuda
and Weatherford Delaware is Weatherford International plc,
incorporated in Ireland (Weatherford Ireland).  Weatherford
Ireland guarantees the rated debt obligations of both Weatherford
Bermuda and Weatherford Delaware.  In addition, Weatherford
Delaware and Weatherford Bermuda both cross-guarantee each
entity's rated debt obligations.  Neither the debt of Weatherford
Bermuda nor Weatherford Delaware benefit from upstream guarantees
from operating subsidiaries, where nearly all of the consolidated
company's assets, leases, and non-debt liabilities reside.

The rating outlook is stable, and is based on the assumption that
Weatherford is able to modestly reduce debt levels with free cash
flow and that retained cash flow to debt metrics strengthen above
10% by 2017.

Weatherford's ratings could be downgraded should retained cash
flow/debt remain below 10%, without a clear near-term trajectory
to lower leverage levels.

The ratings could be upgraded if Weatherford reduces debt levels
sufficiently in order to support retained cash flow/debt above 15%
and debt/EBITDA under 3.5x, including through trough points in the
oilfield services cycle, and the company is successful improving
operating margins.

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in
December 2014.

Weatherford International Ltd. and Weatherford International, LLC
are wholly-owned subsidiaries of Weatherford International plc,
which is headquartered in Ireland and is a diversified
international energy service and manufacturing company that
provides a variety of services and equipment to the oil and gas
industry.



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K A Z A K H S T A N
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KAZAKHSTAN: Fitch Assigns 'B+' Long-Term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned TSB, Kazakhstan, the long-term Issuer
Default Rating ("IDR") in foreign and local currency level 'B +'
from "stable" outlook. A full list of rating actions is at the end
of this message. Key rating factors: IDR, the ratings Stability
and National Long-term Long-term IDR 'B +' due standalone TSB,
which is reflected in its ranking of sustainability Æb +Ø. The
ratings take into account the current difficult operating
environment in Kazakhstan, particularly in view of the fall in oil
prices and the devaluation of the tenge. The ratings also take
into account the moderate retail customer base of the bank, weak
capitalization and high levels of concentration of exposures to
the more vulnerable sectors of the economy. At the same time, the
ratings as moderately positive factor taken into account the fact
that the bad loans from the bank are currently at a lower level
than that of comparable financial institutions, access to funding
from government agencies, limited debt from capital markets and
acceptable profitability. Loan portfolio TSB characterized by a
high concentration: the 20 largest loans exceed 3,5x core capital
methodology Fitch, but the largest loan was equal to 0,5x core
capital methodology Fitch.

Impaired loans are currently at moderate levels, although this
partly reflects the still immature loan portfolio, which grew
threefold in 2012-2014. Coverage of the loan portfolio allowance
for impairment is moderate at 6% of gross loans at the end of
August 2015 g, while the non-performing loans (overdue more than
90 days) accounted for 4% of gross loans, and another 5% were
restructured loans. According to Fitch, the following credits,
although they are working on now, and carry a higher risk of: (i)
loan agribusiness group, potentially affiliated with the bank
equal to 0,2x main Fitch's capital at the end of the 1st quarter.
2015 and (ii) loans to large project finance in the real estate
sector with weak collateral, which in aggregate are equal to 1x
core capital methodology Fitch.

The devaluation of the tenge may put additional pressure on asset
quality in light of the high proportion of foreign currency loans:
47% net loans at the end of 1 half of 2015. The intention of the
bank to convert some of these loans in the loans in national
currency at the exchange rates after the devaluation would
eliminate currency risk in the future, but would lead to a higher
leverage from borrowers. Capitalization is a deterrent for
ratings, given the relatively low levels of capital, significant
risk loans and some uncertainty about the source of previous
contributions to the capital. The ratio of core capital of Fitch's
weighted assets The risk is moderate at 8.6% at the end of 1 half
of 2015 and possibly decreased by about 1 percentage point in Q3.
2015 as a result of the devaluation. Regulatory capital ratios
Tier 1 and total capital ratio decreased to 8.5% and 11.9% at the
end of August 2015, 9.2% and 13.2% respectively at the end of July
2015, after the tenge lost 30 % of its value. In annual terms,
profit before impairment charges (net of accrued but not received
in cash, interest income and income from exchange rate
differences) was moderate 3% of average loans in the 1st half of
2015 (4% 2014).

Generation of capital due to the profit on an annualized basis was
acceptable at 14% in the 1st half of 2015 (15% in 2014). Position
in funding was relatively comfortable at the end of August 2015,
mainly due to access to long-term funding by quasi-structures of
Kazakhstan (20% of liabilities), deposits by companies under state
control (20% more) and subordinated bonds and domestic priority,
the holder of the main part of which is a single accumulative
pension fund of Kazakhstan (another 10%). The debt to third
parties contracted on financial markets, currently insignificant,
and plans to attract loans moderate. Highly liquid assets (cash,
short-term interbank placements and debt securities, which can be
used for repo operations) were relatively low at 13% of customer
deposits at the end of August 2015. The debt with terms until the
end of 2015 was considerable (40% of highly liquid assets), even
though it mainly refers to funds placed quasi-public entities.
Refinancing can be difficult due to the intention of the public
authorities to reduce funding for the banking sector. Key rating
factors: debt ratings senior unsecured debt rating TSB ÆB +Ø is on
par with its local currency IDR and subordinated debt rating ÆBØ
on the same level below the IDR due to a higher relative degree of
potential losses.

Key rating factors: Support Rating and Support Rating Floor
Support Rating '5' and Support Rating Floor 'No Floor' reflects
the agency's expectations that emergency support for the TSB can
not rely to Given its relatively modest share of retail deposits
at 6%. Currently, the Bank does not fall under the regulatory
definition of a systemically important bank in Kazakhstan. Factors
that may affect the rating in the future IDR, the rating is
stable, national long-term rating and debt rating ratings could be
lowered in the event of a significant deterioration in asset
quality indicators with respect to the current levels and / or
weakening of capitalization. Ratings may also come under pressure
in connection with any potential weakening of the banks' access to
funding sources associated with the state. In order to improve the
ratings need to reduce the risks of concentration and a long
history of sustained profitability, supported by the maintenance
of acceptable asset quality metrics. Any changes IDR the bank is
likely to be accompanied by a change in the rating of its debt.
Support rating and Support Rating Floor Support Rating Bank may be
increased in the event of acquisition of a stronger financial
institutions (at the moment we do not expect that under the
baseline scenario).

Support Rating Floor can also be revised upward by one level if
the TSB will get a much larger share of the market or will fall
within the definition of a systemically important bank in
Kazakhstan. The rating actions: Long-term foreign currency IDR:
assigned at 'B +' , forecast "Stable" Short-term foreign currency
IDR: assigned at 'B' Long-term local currency IDR: assigned at 'B
+', the forecast "Stable" Short-term local currency IDR: assigned
at 'B' resilience rating assigned at 'b + 'National long-term
rating assigned at' BBB- (kaz) ', the forecast" Stable "Support
rating: assigned at '5' Support Rating Floor assigned at 'No
Floor' senior unsecured debt rating assigned at ' B + ', ranking
Recovery 'RR4' subordinated debt rating assigned at 'B', Recovery
Rating 'RR5'.


TSESNABANK: Fitch Assigns 'B+' Long-Term Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has assigned Kazakhstan-based Tsesnabank Long-term
foreign and local currency Issuer Default Ratings (IDRs) of 'B+'
with Stable Outlooks.

KEY RATING DRIVERS - IDRS, VIABIITY RATING (VR), NATIONAL LONG-
TERM RATING

The 'B+' Long-term IDRs are driven by Tsesnabank's standalone
credit profile, as captured by its 'b+' VR. The ratings reflect
the currently challenging operating environment in Kazakhstan,
particularly due to the slump in oil prices and devaluation of the
tenge. It also considers the bank's moderate retail franchise,
tight capitalization, high concentrations and exposure to more
vulnerable economic sectors. At the same time, the ratings
moderately benefit from the bank's problem loans, which are
currently lower than peers, access to state-controlled entities'
funding, limited wholesale market debt and reasonable
profitability.

The loan book is highly concentrated, with the largest 20 loans
exceeding 3.5x Fitch core capital (FCC) and the largest single
loan exposure accounting for 0.5x FCC. Impaired loans are
currently at moderate levels, although this partly reflects the
unseasoned loan book, which tripled in 2012-2014.

Impairment reserve coverage of the loan book stood at a moderate
6% of gross loans at end-August 2015 relative to non-performing
loans (overdue by more than 90 days) at 4% of gross loans, and
restructured loans at a further 5%. Although currently performing,
the following loans are also high risk, in Fitch's view: (i) an
exposure to an agricultural group, potentially affiliated with the
bank, equal to 0.2x FCC at end-1Q15; and (ii) weakly secured large
real estate project financing loans equal in aggregate to 1x FCC.

Devaluation of the tenge could put further pressure on the bank's
asset quality in light of a large share of foreign currency loans,
at 47% of net loans at end-1H15. The bank's intention to convert
some of these loans into local currency at post-devaluation
exchange rates would eliminate future FX risk, but lock in higher
leverage at the borrower companies.

Capitalization is a constraining factor for the ratings given the
relatively low capital ratios, material risky exposures, and some
uncertainty about the sources of previous equity injections. The
FCC/ risk-weighted assets ratio stood at a moderate 8.6% at end-
1H15 and could have fallen by about 1ppt in 3Q15 as a result of
the devaluation. The Tier I and total regulatory ratios dropped to
8.5% and 11.9% at end-August 2015 from 9.2% and 13.2%,
respectively, at end-July 2015, as the tenge lost about 30% of its
value.

The bank's annualized pre-impairment profit (net of accrued, but
not received, interest income and forex gains) equalled a moderate
3% of average loans in 1H15 (4% in 2014). The annualized internal
capital generation was a reasonable 14% in 1H15 (15% in 2014).

The funding position was relatively comfortable at end-August
2015, mostly due to access to long-term funding from Kazakh quasi-
sovereign entities (about 20% of liabilities), state-controlled
companies' deposits (a further 20%) and subordinated and senior
local bonds held predominantly by the State Pension Fund (a
further 10%). Third-party wholesale debt is currently
insignificant, whilst borrowing plans are moderate.

Highly liquid assets (cash, short-term interbank placements and
repoable debt securities) amounted to a relatively tight 13% of
customer deposits at end-August 2015. Although relating mostly to
the quasi-state entity placements, debt amounts maturing by end-
2015 were sizeable (40% of highly-liquid assets). Refinancing
might prove challenging in light of the state authorities'
intention to scale down funding programs for the banking sector.

KEY RATING DRIVERS - DEBT RATINGS

The bank's 'B+' senior unsecured debt rating is equalized with its
local currency IDR, and the 'B' subordinated debt rating is
notched down by one notch from the IDR due to higher loss
severity.

KEY RATING DRIVERS - SUPPORT RATING (SR) AND SUPPORT RATING FLOOR
(SRF)

The bank's '5' SR and 'No Floor' SRF reflect Fitch's expectations
that extraordinary support for Tsesnabank cannot be relied upon
given its relatively modest 6% share of retail deposits. The bank
does not currently qualify as a domestic systemically important
bank (DSIB) under the regulatory definition.

RATING SENSITIVITIES

IDRS, VR, NATIONAL LONG-TERM RATING, DEBT RATINGS

The ratings could be downgraded if asset quality metrics
deteriorate materially from the current levels and/or if
capitalization weakens. The ratings could also come under pressure
in connection with any potential weakening of the bank's access to
government-related funding sources.

An upgrade would require concentration risks to reduce and a
longer track record of sustainable performance, underpinned by
continued reasonable asset quality metrics.

Any changes in the bank's IDRs would likely be matched by changes
in its debt ratings.

SR AND SRF

The bank's SR could be upgraded if the bank is acquired by a
stronger financial institution (not our base-case expectation at
the moment). The SRF could be also revised upwards by one notch
should Tsesnabank acquire a substantially larger market share or
qualify as a domestic DSIB.]

The rating actions are as follows:

  Long-term foreign currency IDR: assigned at 'B+', Outlook Stable

  Short-term foreign currency IDR: assigned at 'B'

  Long-term local currency IDR: assigned at 'B+', Outlook Stable

  Short-term local currency IDR: assigned at 'B'

  Viability Rating: assigned at 'b+'

  National Long-term rating: assigned at 'BBB-(kaz)', Outlook
  Stable

  Support Rating: assigned at '5'

  Support Rating Floor: assigned at 'No Floor'

  Senior unsecured debt rating: assigned at 'B+', Recovery Rating
  'RR4'

  Subordinated debt rating: assigned at 'B', Recovery Rating 'RR5'



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


BEE FIRST 2013-1: Fitch Hikes Class D Debt Rating From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded Bee First Finance S.A. - Compartment
Edelweiss 2013-1, as follows:

  EUR 140.4 million Class A affirmed at 'AAAsf'; Outlook Stable

  EUR 18.4 million Class B upgraded to 'AAsf'; Outlook Positive,
  from 'Asf'

  EUR 9.3 million Class C upgraded to 'Asf'; Outlook Positive,
  from 'BBBsf'

  EUR 6.7 million Class D upgraded to 'BBB-sf'; Outlook Stable,
  from 'BB+'

KEY RATING DRIVERS

The upgrade reflects the transaction's better than expected
performance to date. As of October 2015, the transaction has paid
down approximately 39% of the class A notes' initial balance.
Credit enhancement (CE) has increased significantly for the class
A, B and C notes, and marginally for the class D notes.

Delinquencies and cumulative defaults have performed better than
Fitch's expectations. Excess spread is available to cover losses
and so far was sufficient to cover all losses without any
requirement to draw upon the reserve fund. The static cash
reserve, funded at closing by the originator through a
subordinated loan, equal to 1.25% of the portfolio balance
(EUR3.3m), will provide CE by covering for any unpaid PDL. The
reserve has been fully funded since closing.

Based on actual defaults and collateral amortization to date,
Fitch has revised the transaction's remaining lifetime default
base case to 2.96% from 2.80% at closing. Due to the good
performance of the transaction, the lifetime default rate has
fallen to 2.63% from 2.80% at closing.

The class A, B, C and D notes are redeemed sequentially. This
mechanism ensures that potential losses will be first allocated to
the junior notes, providing CE to the more senior ones. CE for the
senior notes has risen substantially since the notes started
amortizing.

As of the last report date, the pool collateral consisted of
15,509 auto lease receivables granted to private (44.1%) and
commercial (55.9%) borrowers. The average outstanding balloon
amount is EUR6,394 as of October 2015.

Fitch expects the repayment abilities of Austrian consumers to
remain stable, based on flat unemployment rates (5.3% expected
throughout 2015 and 2016), an improvement in GDP growth (0.8%
forecasted for 2015, up from 0.4% in 2014) and stable interest
rates.

RATING SENSITIVITIES

The rating of the class D notes cannot exceed Erste Group Bank's
Issuer Default Rating (IDR; BBB+). This is due to the exposure of
up to 5% of the portfolio to Erste Bank employees. In addition,
Fitch has used the contractual servicing/back-up servicing fee of
20bp in its modelling for the lower rating categories (instead of
its normal servicing fee assumption of 70bp) as in such scenarios
the agency assumes that Erste Bank will perform its obligations.
For those reasons, significant changes to Erste Bank's IDR may
lead to changes to the rating of the class D notes.

The ratings would not be sensitive to an unexpected increase in
the unemployment rate causing significantly higher default rates,
due to above average lessee credit risk.

Expected impact upon the note rating of increased defaults and
reduced recoveries:

Class A:

Current Rating 'AAAsf'
Increase base case defaults by 25%: 'AAAsf'; reduce base case
recoveries by 25%: 'AAAsf'; Increase base case loss by 25%:
'AAAsf'

Class B:

Current Rating: 'AAsf'
Increase base case defaults by 25%: 'AAsf'; reduce base case
recoveries by 25%: 'AAsf'; Increase base case loss by 25%: 'AAsf'

Class C:

Current Rating 'Asf'
Increase base case defaults by 25%: 'Asf'; reduce base case
recoveries by 25%: 'Asf'; Increase base case loss by 25%: 'Asf'

Class D:

Current Rating: 'BBB-sf'
Increase base case defaults by 25%: 'BBB-sf'; reduce base case
recoveries by 25%: 'BBB-sf': Increase base case loss by 25%:
'BBsf'

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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


BRAAS MONIER: Fitch Affirms, Then Withdraws 'B' Long-Term IDR
-------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Luxembourg-based Braas
Monier Building Group S.A.'s ratings, including its Long-term
Issuer Default Rating at 'B'.

KEY RATING DRIVERS

Fitch has chosen to withdraw the ratings of Braas Monier for
commercial reasons.

RATING SENSITIVITIES

Not applicable.

FULL LIST OF RATING ACTIONS

Braas Monier Building Group S.A.

  Long-term IDR: affirmed and withdrawn at 'B'

BMBG Bond Finance S.C.A.

  Senior secured rating: affirmed and withdrawn at 'B+'/'RR3'

Monier Finance S.a r.l.

  Senior secured rating: affirmed and withdrawn at 'B+'/'RR3'


BREEZE FINANCE: Fitch Cuts Class A Debt Rating to 'B-'
------------------------------------------------------
Fitch Ratings has downgraded Breeze Finance S.A.'s (Breeze 3)
class A notes and affirmed the class B notes, as follows:

  EUR287 million class A (XS0294895999) downgraded to 'B-' from
  'B'; Outlook Stable

  EUR84 million class B (XS0294895726) affirmed at 'CC'

The downgrade of the class A notes reflects Fitch's view that
there is an increased vulnerability to volatile yet generally weak
wind conditions. The downgrade also reflects the risk of increased
operating costs. Fitch's base case production assumptions are
based on the historical average production achieved over the past
seven years. The revised Fitch base case results in an average
DSCR of 1.04x. Thus capacity for continued payment is vulnerable
to cost increases and volatility of the wind yield and Fitch
expects draw downs on the debt service reserve account.

The 'CC' rating reflects that the class B bonds continue to defer
principal and interests and are increasingly unlikely to be fully
repaid by the final maturity in 2027.

KEY RATING DRIVERS

Operations Risk: Weaker

The key operational risk is the increase of operating costs as the
turbines age. Average achieved availability across the portfolio
was 97.0% in 2014 and 96.8% in 1H15, broadly in line with Fitch's
expectations. Operating costs were EUR15.6 million in 2014, or
EUR44.9 per MW. The company is entering into full service
contracts, which translate into higher costs but should provide
greater cost certainty. Fitch will monitor the development of
operating costs and calibrate its assumptions accordingly.

Revenue Risk - Volume: Weaker

The project continues to suffer from weak wind conditions, which
are the main driver of the project's tight liquidity position.
Coupled with seasonality in the wind resource and the uniform
principal repayment amount at the April and October payment dates,
this results in tight debt service coverage at the October payment
date.

Revenue Risk - Price: Midrange

The German wind farms represent 90% of the portfolio and benefit
from fixed feed-in-tariffs for 20 years. The French fixed tariffs
apply only for 15 years and thus the portfolio is exposed to price
risk (approximately 7% of generation capacity in 2023 increasing
to 30% in 2026) in the last four years before debt maturity. Fitch
considers the regulatory support framework in Germany and France
as stable.

Debt structure - Class A: Midrange; Class B: Weaker

Class B debt service is fully subordinated to class A debt service
and can be deferred (EUR30.9 million currently deferred). The
borrower will not be in a position to pay back this amount, or
possible future additional deferred amounts, unless energy
production consistently and materially exceeds the historical
average. Class B has fully exhausted its DSRA and replenishment is
unlikely. There was one withdrawal from class A DSRA, in 2014, of
EUR1 million. This reserve has not been used since then and its
replenishment is subordinated to class B debt service. There is no
formal major maintenance reserve.

PEER ANALYSIS

The closest peer is CRC Breeze Finance (Breeze 2), which has
similar rating drivers and debt service metrics. Its class A notes
are rated 'B-'/Stable for class A and class B notes at 'CC'.

RATING SENSITIVITIES

Negative: The class A and B notes' ratings at 'B-' and 'CC',
respectively, highlight the proximity of the bonds to default and
as such are inherently volatile and subject to further downgrade
risk. In particular, the rating could be downgraded as a result of
weak wind conditions, a material decline of the turbines'
availability and/or a lasting increase in O&M costs above current
expectations causing further draw-downs of class A DSRA.

Positive: An upgrade at this point appears highly unlikely,
although wind yield consistently at or above P50 enabling the
project to repay the deferred class B principal may lead to an
upgrade.

SUMMARY OF CREDIT

Breeze 3 is a Luxembourg SPV that issued three classes of notes on
April 19, 2007 for an aggregate issuance amount of EUR455 million
to finance the acquisition and completion of a portfolio of wind
farms located in Germany and France, as well as establishing
various reserve accounts. The notes repaid from the cash flow
generated by the sale of the energy produced by the wind farms,
mainly under regulated tariffs.

Fitch's revised base case projections assume that production will
be in line with the average of historical production over the past
seven years (521,569Mwh p.a.). Projections further assume
declining revenues as wind farms roll off their fixed feed-in-
tariffs from 2020 and that plant availability falls consecutively
in addition to moderate expense growth. Due to the seasonal
production and the uniform debt service requirements, the semi-
annual projected DSCR profile shows significant differences
between the spring and the autumn payment date. Projected metrics
indicate a high risk of coverage falling below 1.0x for class A at
the autumn payment dates, which would result in the gradual
drawdown of the class A DSRA. This would ultimately lead to
payment default in 2021 as the class A DSRA becomes exhausted.
Class B debt service has been only partially met in the past years
and this is expected to continue going forwards.

Fitch's rating case scenario assumes that production will be in
line with the minimum of historical production over the past seven
years (481,509Mwh p.a.). It further assumes operating expenses 10%
above that of Fitch's base case. The rating case is a downside
scenario, which demonstrates the impact of low production levels
expected to occur in a single year rather than on a continuous
basis. The current ratings are informed by Fitch's base case.

The average annual DSCR are 1.04x/ 0.72x for senior and total debt
respectively, under the Fitch base case. They are 0.78x/ 0.55x
under the Fitch rating case.


CRC BREEZE: Fitch Lowers Class B Debt Rating to 'CC'
----------------------------------------------------
Fitch Ratings has downgraded CRC Breeze Finance S.A.'s (Breeze 2)
class A and B bonds as follows:

EUR300 million class A (XS0253493349) downgraded to 'B-' from 'B',
Outlook Stable

EUR50 million class B (XS0253496441) downgraded to 'CC' from 'CCC'

The downgrade of the class A notes reflects Fitch's view that the
senior notes are vulnerable to the volatile and generally weak
wind conditions and to the risk of increased operating costs.
Fitch's base case anticipates coverage close to breakeven for the
class A notes (average DSCR of 1.0x), which highlights the limited
remaining margin of safety.

The 'CC' rating indicates that the class B notes are subject to a
very high level of credit risk and full repayment appears
unlikely. The class B notes will reach maturity in May 2016.
However, no payment default in accordance with the terms of the
documentation is imminent as Fitch understands that the class B
notes will not cease to exist and cash available after class A
debt service will continue being paid to the class B notes until
the class A notes reach final maturity.

KEY RATING DRIVERS

Operation Risk: Weaker

Breeze 2's technical performance has generally been strong, with
annual turbine availability at and even exceeding Fitch's
expectation of 96.5%.

After initial underestimation of operating costs, Breeze 2 has
also demonstrated effective cost control in recent years.
Nevertheless, the key operational risk remains an increase in
maintenance and repair costs as the turbines age. In Fitch's base
case, operating costs increase by 5% for the wind farms after
their 15th year of operation. In Fitch's rating case, operating
costs increase by an additional 10% throughout.

The recent management change at the Breeze 2 issuer level from
Theolia to wpd windmanager AG introduces additional uncertainty.
Fitch will monitor the development of cost budgets and cost
control closely and may adjust its assumptions accordingly.

Revenue Risk- Volume: Weaker

The initial wind study grossly overestimated the project's wind
resource and as a result a new study was prepared in 2010, which
revised down the wind forecast by 17%. However, actual wind yield
is lower than the revised P50 level. Consequently, Fitch has
reduced its estimates bringing its base case energy production
forecast in line with the average production since commencement of
operation and its rating case estimate to the level of the weakest
year to date. As a consequence of the low wind yield, the
project's liquidity remains tight and Fitch does not expect it to
materially improve.

Furthermore, the variability of wind yield during the year,
coupled with the uniform principal repayment amount at the May and
November payment dates, has resulted in the company being unable
to service its class B notes fully at the November payment date.

Revenue Risk - Price: Midrange

The wind farms are remunerated through fixed feed-in-tariffs
embedded in German and French energy regulations. Limited exposure
to merchant prices (approximately 10% of the portfolio's
generation capacity increasing to 23% at the last payment date)
during the last three to four years is mainly the result of the
shorter period over which French tariffs are fixed (15 years from
the commencement of operation compared with 20 years for German
projects).

Debt Structure: Class A - Midrange; Class B - Weaker

Payments on the class B notes are deferrable and fully
subordinated to the payment of interest and repayment of principal
on the class A notes. The amount currently deferred on the class B
notes is EUR23.4 million. The borrower will not be in a position
to pay back this amount, or possible future additional deferred
amounts, unless energy production consistently and materially
exceeds the historical average.

Due to the class A debt service reserve account's (DSRA)
structural subordination to class B debt service, the class A debt
reserve will not be replenished (EUR2.2 million was drawn in 2009,
EUR10.9 million remains outstanding) as long as class B deferrals
remain outstanding. The class B DSRA was fully eroded in 2009.

PEER ANALYSIS

The closest peer, Breeze Finance S.A. (Breeze 3), is rated
'B-'/Stable for class A and 'CC' for class B, and has similar
rating drivers.

RATING SENSITIVITIES

Negative: The ratings of the class A and B notes at 'B-' and 'CC'
highlight the proximity of the bonds to default and as such are
inherently volatile and subject to further downgrade risk. In
particular, the ratings could be downgraded as a result of weak
wind conditions, a material decline of the turbines' availability
and/or a lasting increase in O&M costs above current expectations
causing further draw-downs of class A DSRA.

Positive: An upgrade at this point appears highly unlikely,
although wind yield consistently at or above P50 enabling the
project to repay the deferred class B principal could lead to an
upgrade.

SUMMARY OF CREDIT

Breeze 2 is a Luxembourg special purpose vehicle that issued three
classes of notes on May 8, 2006, for an aggregate issuance amount
of EUR470 million to finance the acquisition and completion of a
portfolio of wind farms located in Germany and France, as well as
establishing various reserve accounts. The notes are scheduled to
be repaid from the cash flow generated by the sale of the energy
produced by the wind farms, mainly under regulated tariffs.

Fitch's revised base case projections assume production will be in
line with the average of historical production over the past seven
years (495,426Mwh p.a.). Projections further assume declining
revenues as wind farms roll off their fixed feed-in-tariffs from
2021 and plant availability falls consecutively, in addition to
moderate expense growth. Due to the seasonal production and the
uniform debt service requirements, the semi-annual DSCR profile
shows significant differences between the spring and the autumn
payment date. Projected metrics indicate a high risk of coverage
falling below below 1.0x for class A at the autumn payment date,
which would result in the gradual draw-down of the class A DSRA
eroding the limited cash cushion remaining for the class A notes
before a payment default.

Fitch's rating case scenario assumes production will be 10% below
the Fitch base case (445,8849Mwh p.a.), in line with the minimum
of historical production over the past seven years. It further
assumes operating expenses 10% above that of Fitch's base case.
The rating case is a downside scenario, which demonstrates the
impact of low production levels expected to occur in a single year
rather than on a continuous basis. The current ratings are
predominately informed by Fitch's base case.

The average annual DSCR are 1.00x/ 0.92x for senior and total debt
respectively, under the Fitch base case. They are 0.78x/ 0.71x
under the Fitch rating case.


DAKAR FINANCE: S&P Assigns 'B' CCR, Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Luxembourg-registered Dakar
Finance S.A. (LuxCo 4).  This is the new intermediary holding
company of the French aftermarket vehicle spare parts distributor
Autodis Group SAS, which is being acquired by Bain Capital.

At the same time, S&P removed the 'B+' long-term corporate credit
rating on Autodis from CreditWatch with negative implications, and
lowered it to 'B', equalizing it with the 'b' group credit profile
(GCP), given Autodis' core status within the group.

At the same time, S&P lowered the issue rating on Autodis'
outstanding EUR270 million senior secured notes to 'B' from 'B+',
in line with the GCP.  The '4' recovery rating is unchanged.

S&P also assigned its '2' recovery rating and 'B+' issue rating to
Autodis' proposed EUR40 million super senior revolving credit
facility (RCF), as well as S&P's '6' recovery rating and 'CCC+'
issue rating to the proposed EUR237 million senior pay-if-you-can
notes.

S&P's 'B' rating on LuxCo 4, the new holding company of Autodis,
and the 'b' GCP, are based on S&P's revised assessment of Autodis'
business risk profile as "fair" and financial risk profile
assessment as "highly leveraged."  S&P sees Autodis as a "core"
entity within the group and equalize its rating with the GCP.  S&P
assess Autodis' stand-alone credit profile at 'b'.

Following the acquisition by Bain Capital, Autodis' gross debt
will increase to EUR524 million from EUR262 million at end-2014.
this, S&P adds EUR116 million for operating lease adjustments and
EUR22 million for pension obligations.  As a result, S&P expects
Standard & Poor's-adjusted leverage to be about 6.1x at end-2015,
and remain above 5.0x over the next two-to-three years.  Also,
given the higher debt amount, S&P sees Autodis' funds from
operations (FFO)-to-debt ratio declining to close to 10%.

As part of the transaction, the financial sponsor will provide
EUR136 million of equity in form or preferred equity certificates
(PECs).  S&P treats PECs as equity, according to its criteria, in
particular because of the presence of a stapling clause across all
intermediary holdings. In addition to that, the funding will
include about EUR15 million of preferred shares, which S&P
considers as a debt-like obligation.

In addition to weaker credit metrics due to the higher debt
burden, S&P anticipates that investment in a new logistics
platform (a cash outlay of about EUR25 million over 2016-2018) and
higher interest payments, are likely to result in negative free
operating cash flow (FOCF) in 2015-2016.  Also, S&P expects FFO
cash interest coverage to drop to close to 3x in 2016.

S&P's revised business risk profile assessment for Autodis of
"fair" factors in the group's improved performance over the past
years.  This is demonstrated by steady EBITDA growth from EUR54
million in 2010 to about EUR110 million expected for 2015 (on an
adjusted basis, including EUR37 million related to operating lease
adjustment), which is above our previous forecast.  The company
benefits from the restructuring measures taken since the 2009
trough, as well as growing volumes that enable better purchasing
terms, an increasing presence in the collision business, and the
successful integration of ACR Holding, which it acquired in 2014.

S&P expects that the adjusted EBITDA margin will improve to 9% in
2015, versus 8% in 2014, and think that Autodis should be able to
post more robust and stable margins in the future.

The stable outlook reflects S&P's expectation that the company
will continue to grow at a low single-digit rate, and its
profitability will continue to improve.  It also factors in S&P's
base-case expectation that the adjusted debt-to-EBITDA ratio will
be close to 6.0x post-transaction and remain above 5.0x over the
medium term.

S&P could lower the rating if the financial policy of the new
financial sponsor were more aggressive than S&P currently factors
in, and if that resulted in higher debt amounts, either due to
large acquisitions or sizable dividend payments.  S&P could also
downgrade Autodis if it were to post weaker operating performance
that resulted in significant EBITDA margin decline on a
sustainable basis, leading to an adjusted FFO cash interest
coverage ratio below 2.5x.  Lower than expected FOCF generation
would also put pressure on the rating.

S&P is unlikely to raise the rating in the next two years.  It
could occur, however, if the company significantly outperformed
our forecast, generated double-digit reported FOCF, and reduced
its leverage below 5.0x.



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


MESDAG BV: S&P Lowers Ratings on 2 Note Classes to CCC-
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class A senior, B mezzanine, C mezzanine, E junior, and F
subordinated notes in MESDAG (Delta) B.V.  At the same time, S&P
has placed on CreditWatch negative its ratings on the class A
senior to D junior notes in the transaction.

The rating actions follow S&P's review of the underlying loan
performance under its European commercial mortgage-backed
securities (CMBS) criteria.

THE SENIOR LOAN

The securitized EUR604.8 million loan represents the senior
portion of a larger loan.

The whole loan is secured on 57 Dutch commercial properties (down
from 77 at closing).  The portfolio is mainly concentrated in the
office, retail, and industrial sectors.

The underlying portfolio currently has a 23% vacancy rate, up from
11.3% at closing.  Similarly, the portfolio's rental receipts have
decreased to EUR43.9 million from EUR49.6 million at closing.
Rental income is granular, with more than 300 tenancies in place,
although there is some rental concentration:  The top 15 tenants
by overall passing rent account for 53% of the pool.

The reported interest coverage ratios (ICRs) as of July 2015 are
now moderately lower than the ratios reported at closing--with a
current whole-loan ICR of 1.18x and a securitized-loan ICR of
1.26x, compared with a 1.39x whole-loan ICR and a 1.48x
securitized loan ICR at closing.

As a result of property sales, the securitized loan balance
decreased to EUR604.8 million in July 2015 from EUR638.4 million
at closing.  In July 2015, the servicer reported a 105.45%
securitized loan-to-value (LTV) ratio and a 112.19% whole-loan LTV
ratio.  These ratios have increased from 74.6% and 79.3%,
respectively, at closing.  The loan includes an 85.0% LTV ratio
cash trap trigger covenant, which was breached in April 2013.  As
a result, S&P understands that the sponsor is no longer receiving
excess cash that is used instead to maintain the properties and
repay the debt (when available).

S&P has assumed principal losses on the loan in its 'B' rating
stress scenario.

RATING RATIONALE

S&P's ratings in MESDAG (Delta) address the timely payment of
interest (payable quarterly in arrears) and the payment of
principal no later than the January 2020 legal final maturity
date.

S&P considers the available credit enhancement for the class A
senior, B mezzanine, and C mezzanine notes to be insufficient to
mitigate the risk of losses from the underlying loans at the
currently assigned ratings.  Therefore, S&P has lowered its
ratings on these classes of notes in accordance with its European
CMBS criteria.

S&P believes the repayment of the class E junior and F junior
notes depends on favorable economic conditions.  Therefore, in
line with S&P's criteria for assigning 'CCC' category ratings, it
has lowered to 'CCC- (sf)' from 'B- (sf)' and 'CCC+ (sf)' its
ratings on the class E and F notes, respectively.

At the same time, S&P placed on CreditWatch negative its ratings
on the class A senior to D junior notes in this transaction.
According to S&P's understanding of the issuer's principal
waterfall, principal collections are applied sequentially unless
they come from property disposals (in which case the proceeds are
applied pro rata between the notes).  After initiating the
conversation with the relevant transaction parties, S&P
understands that property disposals may take place after the loan
maturity date (December 2016).  Based on S&P's reading of the
documentation, it is unclear why the servicer would consent to
property disposals in a loan payment default scenario.  In S&P's
view, a pro rata allocation of recoveries may expose all the
classes of notes to principal losses.  S&P is investigating the
matter with the relevant transaction parties, but additional
information is necessary to take a rating action.  In accordance
with S&P's criteria, it has therefore placed on CreditWatch
negative its ratings on the class A senior to D junior notes in
MESDAG (Delta).

S&P plans to resolve the CreditWatch placements within the next 90
days.

MESDAG (Delta) is a Dutch CMBS transaction that closed in June
2007, with an initial note balance of EUR638.4 million.

RATINGS LIST

MESDAG (Delta) B.V.
EUR638.4 mil commercial mortgage-backed floating-rate notes

                              Rating
Class          Identifier     To                         From
A sr           XS0307565928   BB- (sf)/Watch Neg         BB+ (sf)
B mezz         XS0307574599   B- (sf)/Watch Neg          B+ (sf)
C mezz         XS0307576701   B- (sf)/Watch Neg          B (sf)
D jr           XS0307578749   B- (sf)/Watch Neg          B- (sf)
E jr           XS0307580307   CCC- (sf)                  B- (sf)
F sub          XS0307581370   CCC- (sf)                  CCC+ (sf)



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


BANK SOVETSKY: DIA to Oversee Financial Rehabilitation Measures
---------------------------------------------------------------
On October 27, 2015, the Bank of Russia approved amendments to the
Plan for the participation of state corporation Deposit Insurance
Agency in the bankruptcy prevention of CJSC Bank Sovetsky.

At the initial stage, financial rehabilitation measures will be
implemented with the involvement of BANK ROSSIYSKY CAPITAL PJSC,
which has been provided sufficient funding to support the
liquidity of ZAO Bank Sovetsky and to ensure its smooth operation
and timely settlements with creditors.

The Plan provides for the Agency to hold a tender for selecting
investors.  The winner will become the tendering organization,
which has proposed the best terms for the financial rehabilitation
of ZAO Bank Sovetsky.


CHELINDBANK: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Chelindbank's (Chelind) Long-term
Issuer Default Rating (IDR) at 'BB-' and Primsotsbank and Bank
Levoberezhny's Long-term IDRs at 'B+'. The Outlooks have been
revised to Stable from Negative.

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

The banks' IDRs and National Ratings are driven by their
standalone profiles as reflected by their Viability Ratings (VRs).
The ratings reflect the banks' limited franchises (but more
notable presence on regional markets), moderate asset quality
deterioration to date, solid loss absorption capacity, comfortable
liquidity and 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.

Chelind's higher ratings relative to Primsotsbank and
Levoberezhny, reflect the bank's track record of stronger
capitalisation, somewhat better asset quality and lower risk
appetite. Primsots' and Levoberezhny's credit profiles are closely
correlated given their common ownership, although inter-company
balances and risk sharing have so far been limited.

The revision of the banks' Outlooks to Stable reflects the so far
limited negative impact of the economic downturn on the banks'
credit profiles. The banks have demonstrated a strong ability to
absorb incremental credit-related losses through pre-impairment
profit, and have sufficient capital cushions to withstand moderate
future increases in loss rates. Core profitability remained
satisfactory at each of the banks in 1H15, notwithstanding margin
contraction, and Fitch expects this to improve in 2H15, supported
by a decrease in funding costs in line with the lower base rate.
Liquidity risk is moderate, given limited deposit outflows during
the market volatility at end-2014 and the banks' comfortable
liquidity cushions.

CHELIND'S IDRS, VR AND NATIONAL RATING

Chelind's non-performing loans (NPLs, more than 90 days overdue)
moderately increased to 6.4% at end-1H15 from 4.3% at end-2014, in
line with Fitch's expectations, while restructured loans added a
further 4%. However, total problem loans (NPLs plus restructured)
were fully covered by reserves.

The bank's net interest margin narrowed somewhat to 7.3% in 1H15
from 8.5% in 2014 due to higher funding costs, but still remained
solid, at above peer median. Additionally Chelind's 1H15 pre-
impairment profitability (annualized, equal to around 21% of
equity) improved compared with 2014 (13%) thanks to higher trading
gains. The latter will likely fall in 2H15, but as for other
banks, margin recovery driven by reductions in the policy rate and
funding costs should support pre-provision results.

Chelind's capitalization and loss absorption metrics are the
strongest in its peer group, with a Fitch Core Capital (FCC) ratio
at 18.3% and statutory capital adequacy ratio at 17.5% at end-
1H15. This allowed the bank to reserve an additional 10% of gross
loans (up to around 21% in total) without breaching the minimal
capital adequacy requirements. Fitch believes that the bank's
capital should be preserved, at least in the near term, thanks to
its conservative growth plans and ability to absorb incremental
credit-related losses through income.

At end-3Q15, Chelind's total available liquidity net of potential
near-term debt repayments covered around 37% of its customer
accounts. Liquidity is also supported by the rather stable cash
generation from the loan book, equal to around 8% of total
customer accounts each month.

PRIMSOTSBANK'S IDRS, VR AND NATIONAL RATING

Primsots' NPLs comprised 7% of gross loans at end-1H15, and a
further 5% were restructured. Reserve coverage of the combined
NPLs and the restructured was a comfortable 96%. Corporate loans
(44% of gross loans), were of reasonable quality, based on a
review of the largest 25 borrowers (50% of corporate book). Retail
loans (40% of gross loans) were mostly unsecured (67% of retail
loans), although 50% of unsecured retail were made to lower-risk
borrowers (pay-roll clients, or customers with a positive credit
history with the bank). Annualized losses in 1H15 were equal to 6%
of average performing unsecured loans, lower than a year before,
and Fitch estimates that unsecured loans will be profitable for
the bank as long as annualized losses are below 10%. The SME
portfolio (16% of loans, mostly issued under MSP Bank programs),
was granular and generated only 2% of NPLs (annualized in 1H15).

Primsots' regulatory total capital adequacy ratio (CAR) was 12% at
end-1H15, providing a moderate 4% capacity to reserve loan losses
before the CAR falls below the regulatory minimum of 10%. However,
the bank's loss absorption capacity is supported by significant
pre-impairment profit, in 1H15 equal to 6% of average loans
(annualized, net of accrued interest).

Near-term wholesale repayments are limited, and the bank's liquid
assets were sufficient to cover 40% of customer accounts at end-
8M15.

LEVOBEREZHNY'S IDRS, VR AND NATIONAL RATING

The higher NPLs at Levoberezhny (12.8% of gross loans at end-1H15)
are due to its significant exposure to the retail segment (53% of
loans). NPLs were fully covered by reserves at end-1H15. Losses on
the unsecured retail book were a reasonable 6% (annualized) in
1H15, lower than in 2014, and below Fitch's estimate of the break-
even loss rate of 11%. Retail performance was supported by the
bank's predominant lending to lower-risk borrowers, with salaried
employees of corporate clients, individuals with positive credit
histories with the bank and pensioners comprising 80% of unsecured
loans at end-1H15.

Restructured loans were a further 5% of gross loans and stemmed
from the corporate and SME portfolios. Although lowly reserved,
these mostly had adequate collateral and were performing after
restructuring.

Levoberezhny's regulatory CAR, 12.6% at end-1H15, provided a
limited 4% cushion to reserve loans. However, the bank's loss
absorption capacity is supported by solid pre-impairment profit
(annualized, equal to 5% of average loans, net of accrued
interest, in 1H15).

The end-8M15 liquidity cushion, net of only limited near-term
wholesale repayments, was sufficient to withstand the outflow of
55% customer deposits.

KEY RATING DRIVERS - SUPPORT RATINGS AND SUPPORT RATING FLOORS

The banks' '5' Support Ratings and Support Rating Floors of 'No
Floor' reflect Fitch's view that support from the Russian
authorities cannot be relied upon given the banks' limited deposit
franchises and overall systemic importance. Support from the
banks' private shareholders is also not factored into the ratings.

RATING SENSITIVITIES

The ratings could be downgraded if the weaker operating
environment translates into a markedly higher deterioration of the
banks' asset quality than currently expected by Fitch, to the
extent that this significantly erodes their capitalization. Upside
potential for the banks' ratings is limited given the weaker
economic outlook.

The rating actions are as follows:

Chelindbank

  Long-term foreign currency IDR: affirmed at 'BB-', Outlook
  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

Primsotsbank

  Long-Term foreign currency IDR affirmed at 'B+'; Outlook revised
  to Stable from Negative

  Short-Term foreign currency IDR affirmed at 'B'

  Viability Rating affirmed at 'b+'

  Support Rating affirmed at '5'

  Support Rating Floor affirmed at 'No Floor'

  National Long-Term Rating affirmed 'A-(rus)'; Outlook revised to
  Stable from Negative

Novosibirsk Social Commercial Bank Levoberezhny, OJSC

  Long-Term foreign and local currency IDRs affirmed at 'B+';
  Outlooks revised to Stable from Negative

  Short-Term foreign currency IDR affirmed at 'B'

  Viability Rating affirmed at 'b+'

  Support Rating affirmed at '5'

  Support Rating Floor affirmed at 'No Floor'

  National Long-Term Rating affirmed 'A-(rus)'; Outlook revised to
  Stable from Negative


X5 FINANCE: Fitch Assigns 'BB-' Sr. Unsec. Rating to RUB5BB Bonds
-----------------------------------------------------------------
Fitch Ratings has assigned Russia-based X5 Finance LLC's recently
issued RUB5 billion bonds a senior unsecured rating of 'BB-',
Recovery Rating of 'RR5' and National senior unsecured rating of
'A+(rus)'.

X5 Finance LLC is a fully consolidated non-operating subsidiary of
X5 Retail Group N.V.

Similar to two other traded bonds of X5 Finance LLC, which Fitch
also rates 'BB-', the new bond only features a suretyship from a
holding company X5 Retail Group N.V. (X5). Therefore, Fitch
considers these bonds structurally subordinated to other senior
unsecured obligations of the group, which are at the level of
operating companies.

Fitch has assigned the bond rating one notch below X5's Long-term
local currency 'BB' IDR (Stable Outlook) as prior-ranking debt
exceeds 2x (estimated at 2.4x in the 12 months to September 2015)
of group EBITDA and Fitch expects the debt mix to remain unchanged
over the medium term.

KEY RATING DRIVERS

Below-average Recoveries for Unsecured Bondholders
The bond rating reflects below-average recovery expectations in
case of default. Fitch has applied a one-notch discount to the
senior unsecured rating compared with X5's Long-term IDR as prior-
ranking debt constitutes more than 2x of group EBITDA -- the
maximum threshold under Fitch's criteria before triggering
subordination of unsecured creditors.

Leading Multi-Format Retailer in Russia

The rating is supported by X5's strong market position as the
second-largest food retailer in Russia, which is one of the top-10
largest food retail markets in the world. The business model is
supported by own logistics and distribution systems and multi-
format strategy. Despite increasing competition from other large
retail chains in the country, Fitch believes that X5 is well
positioned to retain and improve its market position in the medium
term. The ratings also factor in X5's strong bargaining power over
suppliers due to its large scale and growing geographical presence
across Russia's regions.

Subdued Consumer Sentiment

For 2016, Fitch expects X5's operations to remain resilient to
subdued consumer sentiment due to the company's focus on the
defensive discounter format and better price proposition in
comparison with traditional stores and small retailers. This is
despite our expectation that like-for-like (LFL) sales growth will
decelerate from a strong 15% in 9M15 as consumers keep on trading
down and footfall migration to discounters is slowing.

Strong Operating Performance

In 9M15 X5 demonstrated healthy revenue growth of 28%, while
maintaining stable gross and EBITDA margins. Fitch expects sales
growth in 4Q15 and 2016 to be supported by fast-selling space
expansion, on-going store refurbishments and improved value
proposition. Despite pressure from potential margin sacrifices and
higher lease payments, the EBITDA margin is projected to remain
stable thanks to high price inflation outpacing growth in staff
costs and other administrative expenses. Fitch notes that X5's
current and expected levels of EBITDA margins (9M15: 7.2%) remain
strong compared with Fitch-rated western European food retailers.

Stable Leverage

Despite X5's accelerated store roll-outs, Fitch expects only
marginal changes in leverage metrics, with FFO adjusted leverage
staying around 4.0x-4.5x in 2015-2017 (2014: 4.5x), which is
strong relative to the 5.0x 'BB' rating median for the sector.
This is based on our projection that strong growth in revenue and
EBITDA will balance higher capex. Although shortening payables
days and hence outflows under working capital remain a risk, we
expect cash flows from operations should be sufficient to cover
50%-80% of planned capex in 2015-2016.

Weak Coverage Metrics

Fitch expects the FFO fixed charge coverage ratio to remain weak
for the ratings, at around 1.6x-1.8x over 2015-2017, as a result
of higher operating lease expenses and the high interest rate
environment in Russia. However, this is mitigated by the partial
dependence of leases on store turnover, favorable lease
cancellation terms and the high share of fixed-rate debt.

Financial flexibility is also supported by limited FX risk as X5's
debt, revenues and most of costs, with the exception of certain
lease contracts and minor direct imports, are rouble-denominated.

RATING SENSITIVITIES

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

-- A sharp contraction in like-for-like sales growth relative to
    close peers.
-- EBITDA margin erosion to below 6.5% (2014: 7.2%).
-- FFO-adjusted gross leverage above 5.0x on a sustained basis
   (2014: 4.5x).
-- FFO fixed charge cover significantly below 2.0x on sustained
    basis if not mitigated by flexibility in managing operating
    lease expenses, including alignment of leases with store
    revenue.
-- Deterioration of the liquidity position as a result of high
    capex, worsened working capital turnover and weakened access
    to local funding in the face of rouble bonds maturing in
    2016.

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

-- Positive like-for-like sales growth comparable with close
    peers together with maintenance of its leading market
    position in Russia's food retail sector.
-- Ability to maintain the group's EBITDA margin at around 7%.
-- FFO-adjusted gross leverage below 3.5x on a sustained basis.
-- FFO fixed charge coverage around 2.5x on a sustained basis
    (2014: 1.8x).

LIQUIDITY

At end-September 2015 unrestricted cash of RUB4.8 billion,
together with available undrawn committed credit lines of RUB36.8
billion, were insufficient to cover RUB44.2bn short-term debt.
However, RUB31.2 billion of debt was related to short-term
revolving credit facilities, which Fitch expects to be extended
upon maturity. Fitch believes X5 retains good access to local
funding thanks to the company's large scale, non-cyclical food
retail operations and strong recent operating performance. In
addition, the new RUB5 billion bond issuance, which is aimed at
refinancing short-term debt, should have strengthened the
company's liquidity position.



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


BBVA RMBS 5: DBRS Cuts Series C Notes Rating to B(sf)
-----------------------------------------------------
DBRS Ratings Limited has taken the following rating actions on the
bonds issued by BBVA RMBS 5 FTA (the Issuer):

-- Series A notes confirmed at A (sf)
-- Series B notes confirmed at BB (high) (sf)
-- Series C notes downgraded to B (sf) from BB (sf)

The above rating actions reflect the following analytical
considerations, as described more fully below:

-- An amendment to the transaction signed on 23 October 2015.

-- Portfolio performance, in terms of delinquencies and defaults,
    as of the September 2015 payment date.

-- Updated portfolio default rate, loss given default and
    expected loss assumptions for the remaining collateral pool.

-- Current available credit enhancement to the Series A, B and C
    notes to cover the expected losses at the A (sf), BB (high)
    (sf) and B (sf) rating levels, respectively.

BBVA RMBS 5 FTA is a securitization of Spanish prime residential
mortgages originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA). The structural amendment consists of a
reduction in the reserve fund and the introduction of a floor at
0% on the interest rate of the notes. The reserve fund has been
reduced to EUR250.00 million (compared to EUR348.51 million at the
DBRS initial rating), and the new target balance will be set at
the lower of EUR250.00 million or 10.00% of the outstanding
principal of the notes, subject to a floor of EUR125.00 million.
As of the September 2015 payment date, two- to three-month arrears
are at 1.11%, down slightly from 1.27% in September 2014. The 90+
delinquency ratio was at 0.88%. The current gross cumulative
default ratio is at 6.84%.

Post-restructure, credit enhancement to the Series A notes is
19.92%, compared to 19.03% at the DBRS initial rating. Credit
enhancement to the Series A notes consists of subordination of the
Series B and Series C notes as well as the reserve fund. Credit
enhancement to the Series B notes is 11.26%, compared to 11.97% at
the DBRS initial rating.

Credit enhancement to the Series B notes consists of subordination
of the Series C notes and the reserve fund. Credit enhancement to
the Series C notes is 8.66%, compared to 9.85% at the DBRS initial
rating. Credit enhancement to the Series C notes consists solely
of the reserve fund. BBVA is the account bank for the transaction.
The DBRS "A" rating of BBVA complies with the Minimum Institution
Rating given the rating assigned to the Series A notes, as
described in DBRS’s "Legal Criteria for European Structured
Finance Transactions" methodology.


BBVA RMBS 10: DBRS Cuts Series B Notes Rating to BB(sf)
-------------------------------------------------------
DBRS Ratings Limited has taken the following rating actions on the
bonds issued by BBVA RMBS 10 FTA (the Issuer):

-- Series A notes confirmed at AA (sf)
-- Series B notes downgraded to BB (sf) from BBB (sf)

The above rating actions reflect the following analytical
considerations, as described more fully below:

-- An amendment to the transaction signed on 23 October 2015.
-- Portfolio performance, in terms of delinquencies and defaults,
    as of the July 2015 payment date.
-- Updated portfolio default rate, loss given default and
    expected loss assumptions for the remaining collateral pool.
-- Current available credit enhancement to the Series A and
    Series B notes to cover the expected losses at the AA (sf) and
    BB (sf) rating levels, respectively.

BBVA RMBS 10 FTA is a securitization of Spanish prime residential
mortgages originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA).

The structural amendment consists of a reduction in the reserve
fund and the introduction of a floor at 0% on the interest rate of
the notes. The reserve fund has been reduced to EUR80.00 million
(compared to EUR192.00 million at the DBRS initial rating), and
the new target balance will be set as the lower of EUR80.00
million or 10.00% of the outstanding principal of the notes,
subject to a floor of EUR40.00 million.

As of the July 2015 payment date, two- to three-month arrears are
at 0.17%, down slightly from 0.21% in July 2014. The 90+
delinquency ratio was at 0.20%. The current gross cumulative
default ratio is at 0.26%.

Post-restructure, credit enhancement to the Series A notes is
22.20%, compared to 26.00% at the DBRS initial rating. Credit
enhancement to the Series A notes consists of subordination of the
Series B notes and the reserve fund. Credit enhancement to the
Series B notes is 5.84%, compared to 12.00% at the DBRS initial
rating. Credit enhancement to the Series B notes consists solely
of the reserve fund.

BBVA is the account bank for the transaction. The DBRS "A" rating
of BBVA complies with the Minimum Institution Rating given the
rating assigned to the Series A notes, as described in DBRS's
"Legal Criteria for European Structured Finance Transactions"
methodology.

The Issuer has replacement triggers for the account bank, where,
in the event that BBVA were to be downgraded below BBB by DBRS,
the Management Company shall find a replacement institution, which
is rated at least BBB by DBRS. However, the DBRS "Legal Criteria
for European Structured Finance Transactions" as of 21 September
2015 indicates that an Account Bank's having the minimum rating of
"A" with respect to a AAA or AA transaction combined with a
provision to replace within 30 calendar days of a downgrade below
that level is generally sufficient to mitigate the risk of that
counterparty's default. Given the combination of the current
rating of BBVA and the replacement provision described above,
additional cash flow analysis for the Series A notes included
scenarios where the transaction did not benefit from the reserve
fund.


BBVA RMBS 11: DBRS Confirms B(high) Rating on Series C Notes
------------------------------------------------------------
DBRS Ratings Limited has taken the following rating actions on the
bonds issued by BBVA RMBS 11 FTA (the Issuer):

-- Series A notes confirmed at AA (sf)
-- Series B notes confirmed at BBB (sf)
-- Series C notes confirmed at B (high) (sf)

The rating action reflects the following analytical
considerations, as described more fully below:

-- An amendment to the transaction signed on 23 October 2015.
-- Portfolio performance, in terms of delinquencies and
    defaults, as of the July 2015 payment date.
-- Updated portfolio default rate, loss given default and
    expected loss assumptions for the remaining collateral pool.
-- Current available credit enhancement to the Series A,
    Series B and C notes to cover the expected losses at the
    AA (sf), BBB (sf) and B (high) (sf) rating levels,
    respectively.

BBVA RMBS 11 FTA is a securitization of Spanish prime residential
mortgages originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA). The structural amendment consists of a
reduction in the reserve fund and interest reserve fund, as well
as the introduction of a floor at 0% on the interest rate of the
notes.

The reserve fund has been reduced to EUR70.00 million (compared to
EUR178.50 million at the DBRS initial rating), and the new target
balance will be set as the lower of EUR70.00 million or 10.00% of
the outstanding principal of the notes, subject to a floor of
EUR35.00 million. The interest reserve fund has been reduced to
zero (compared to EUR42.00 million at the DBRS initial rating). As
of the July 2015 payment date, two- to three-month arrears are at
0.46%, down slightly from 0.48% in July 2014. The 90+ delinquency
ratio was at 0.63%.

The current gross cumulative default ratio is at 1.39%. Post-
restructure, credit enhancement to the Series A notes is 22.04%,
compared to 26.75% at the DBRS initial rating.

Credit enhancement to the Series A notes consists of subordination
of the Series B notes, Series C notes and the reserve fund. Credit
enhancement to the Series B notes is 12.18%, compared to 18.25% at
the DBRS initial rating. Credit enhancement to the Series B notes
consists of subordination of the Series C notes and the reserve
fund. Credit enhancement to the Series C notes is 5.80%, compared
to 12.75% at the DBRS initial rating.

Credit enhancement to the Series C notes consists solely of the
reserve fund. BBVA is the account bank for the transaction. The
DBRS public rating of BBVA at "A" complies with the Minimum
Institution Rating given the rating assigned to the Series A
notes, as described in DBRS's Legal Criteria for European
Structured Finance Transactions methodology.

The Issuer has replacement triggers for the account bank where, in
the event that BBVA were to be downgraded below BBB by DBRS, the
Management Company shall find a replacement institution, which is
rated at least BBB by DBRS.

However, the DBRS Legal Criteria for European Structured Finance
Transactions as of 21 September 2015 indicates that an Account
Bank's having the minimum rating of "A" with respect to a AAA or
AA transaction, combined with a provision to replace within 30
calendar days of a downgrade below that level is generally
sufficient to mitigate the risk of that counterparty's default.

Given the combination of the current rating of BBVA and the
replacement provision described above, additional cash flow
analysis for the Series A notes included scenarios where the
transaction did not benefit from the reserve fund.


INSTITUTO VALENCIANO: S&P Affirms 'BB/B' ICR, Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'BB/B' long- and short-term issuer credit ratings on financial
agency Instituto Valenciano de Finanzas (IVF), based in Spain's
Autonomous Community of Valencia (AC Valencia).  The outlook is
stable.

IVF is AC Valencia's financial agency in charge of managing the
debt of the region and its public-sector entities.  It also
manages a legacy portfolio of loans to the private sector that was
accumulated under a previous mandate.

S&P considers IVF to be a government-related entity (GRE).  S&P
equalizes its ratings on IVF with those on AC Valencia because S&P
thinks there is an almost certain likelihood that AC Valencia
would provide timely and sufficient extraordinary support to IVF
if needed.  S&P bases its view on its assessment of IVF's:

   -- Critical role for AC Valencia.  IVF manages the debt of AC
      Valencia and its public-sector entities.  S&P thinks this
      function could not be easily undertaken by a private
      entity, so if IVF didn't exist, the region would have to
      carry out this role.

   -- Integral link with AC Valencia.  IVF is a public entity,
      created by law, that is fully owned and tightly controlled
      by AC Valencia.  S&P understands that IVF cannot be
      privatized without a change in its bylaws, and, if
      dissolved, AC Valencia would ultimately be liable for its
      obligations.  Moreover, AC Valencia provides a statutory
      guarantee for IVF's debt, which supports S&P's assessment
      of IVF's integral link with AC Valencia.  S&P also thinks
      that, due to the guarantee, the markets would perceive a
      default by IVF as tantamount to a default by the region.
      However, S&P do not base its ratings on IVF on the language
      of the statutory guarantee.  S&P sees AC Valencia as being
      strongly involved in IVF's management.  The region appoints
      the majority of representatives on IVF's supervisory board
      as well as IVF's general director.  IVF's president is also
      the regional government's minister of finance.  IVF
      receives ongoing financial support from the regional
      government through yearly operating and capital transfers,
      as well as capital injections, to offset losses and cover
      maturing debt.

IVF is included in AC Valencia's public-sector consolidation scope
under the European System of Accounts Standards.  Consequently,
IVF's debt is indirectly also covered by the liquidity support
that Spain's central government provides to AC Valencia through
the regional liquidity facility, Fondo de Liquidez Autonomico.

IVF's loan portfolio has shrunk to EUR1 billion from EUR1.3
billion over the past three years, since AC Valencia's previous
government withdrew IVF's mandate as a lending institution.  S&P
understands that the new regional government has decided to
reassign IVF the mandate of lending to the private sector, in line
with AC Valencia's public policy and where private-sector
financing is not available.  S&P expects, however, that IVF's
balance sheet will continue to reduce over its forecast horizon
(2015-2016) as its legacy portfolio of loans is repaid.

S&P understands that, ultimately, AC Valencia expects to turn IVF
into a promotional bank following the EU guidelines on this type
of entity.  S&P understands the execution of this strategy is
subject to improvement of AC Valencia's financial position to such
an extent that the region no longer depends on the central
government's support.  S&P do not think this is likely to happen
over its forecast horizon.  Nevertheless, S&P thinks that, even
under such a scenario, AC Valencia would continue providing strong
support to IVF through subsidies and capital injections.

The stable outlook on IVF mirrors that on AC Valencia.  If S&P
downgraded AC Valencia, it would downgrade IVF.

S&P could upgrade IVF if it upgraded AC Valencia and S&P continued
to expect an almost certain likelihood of support from AC Valencia
to IVF, based on S&P's view of IVF's integral link with and
critical role for the region.


PYME VALENCIA 1: Fitch Affirms 'Csf' Ratings on 2 Note Classes
--------------------------------------------------------------
Fitch Ratings has affirmed PYME Valencia FTA's notes, as follows:

EUR6.1 million Class A2 (ES0372241010): affirmed at AA+sf';
Outlook Stable

EUR47.6 million Class B (ES0372241028): affirmed at 'BBsf';
Outlook revised to Positive from Stable

EUR34 million Class C (ES0372241036): affirmed at 'CCsf'; RE
(Recovery Estimate) 15%

EUR13.6 million Class D (ES0372241044): affirmed at 'Csf'; RE 0%

EUR15.3 million Class E (ES0372241051): affirmed at 'Csf'; RE 0%

PYME Valencia 1, F.T.A. is a cash-flow securitization of loans
granted to Spanish small and medium enterprises (SMEs) by Banco de
Valencia, which merged with Caixabank (BBB/Positive/F2) in 2013.

KEY RATING DRIVERS

The class A2 notes' 'AA+sf' rating reflects the 92% available
credit enhancement, excluding defaulted loans in the portfolio.
The rating is the highest rating possible for Spanish structured
finance transactions, as it is six notches above the Kingdom of
Spain's Issuer Default Rating (BBB+/Stable/F2). The transaction
maintains a dynamic commingling reserve (CR), held at Barclays Plc
(A/Stable/F1), available to redeem the items in the priority of
payments in case of a commingling loss or a servicer's disruption
event. The CR is updated monthly and is sized at 1.5x the expected
collections' notional at 10% prepayment rate. The CR's notional is
EUR4.9 million.

The Positive Outlook on the class B notes reflects the improvement
in the transaction's performance over the past year and the build-
up of credit enhancement to 26% from 15% excluding defaults. Loans
more than 90 days in arrears have decreased to 0.8% of the
outstanding portfolio balance as of 30 September 2015 from 2.6% as
of 31 August 2014.

The swap provides an additional layer of protection, providing a
guaranteed 65bp excess spread based on a notional equal to the
outstanding balance of the class A to D notes. Fitch has not given
credit to the transaction's swap for the class A notes because the
swap provider, Banco Bilbao Vizcaya Argentaria, S.A. (A-
/Stable/F2), may be difficult to replace, in our view.
Accordingly, the class B notes' rating is capped at the swap
provider's rating.

The 'CCsf' rating on the class C notes reflects their low
available credit enhancement and their subordinated position in
the capital structure. The transaction has a principal deficiency
ledger balance of EUR28.1 million. Credit enhancement for the
class C notes is insufficient to pass Fitch's base case expected
loss rate and their repayment is mainly dependent on the
recoveries realised on defaulted assets.

The affirmation of the class D notes at 'Csf' reflects the
deferral of interest since September 2014. Interest is being
accumulated and Fitch considers that the full repayment of the
notes is highly unlikely.

The 'Csf' rating on the class E notes indicates that a default
appears inevitable. The notional of the reserve fund will be
applied to redeem the notes. Fitch considers it unlikely that the
reserve fund, which has been fully depleted since September 2009,
will be replenished to its required amount of EUR13.5 million
before the notes' maturity.

Current defaults account for 32.6% of the outstanding portfolio
balance. Additionally, Fitch views the increased obligor
concentration resulting from the portfolio's deleveraging as
additional risk. The top 10 obligors account for 25% of the
outstanding balance, while loans to the real estate and building
materials sectors account for 53% of the outstanding portfolio.

RATING SENSITIVITIES

A 20% increase of the default probability could lead to a
downgrade of the class B notes of up to two notches and would have
no rating impact on the other classes.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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

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

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



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


AQUAMARINE POWER: Enters Administration, Seeks Buyer for Business
-----------------------------------------------------------------
Gareth Mackie at The Scotsman reports that Aquamarine Power has
called in administrators to manage the business and seek a sale or
fresh investment.

BDO business restructuring partners James Stephen --
james.stephen@bdo.co.uk -- and Graham Newton --
graham.newton@bdo.co.uk -- have been appointed joint
administrators and will now take over the running of the firm,
which will continue to trade with all 14 employees retained, The
Scotsman relates.

Mr. Stephen, as cited by The Scotsman, said: "While the company
has seen many successes over the last few months, including
securing an EUR800,000 grant from the EU as well as a GBP2 million
contract from Wave Energy Scotland, the economic climate has
significantly affected the business.

"The lack of private sector backing to supplement public funding
support placed the company under cash flow strain and the
directors concluded the best prospect of concluding a transaction
was via the protection of administration.  The company holds
liquid funds which will allow this strategy to be pursued."

"We are continuing discussions with interested parties who were in
discussions with the company prior to our appointment and are
working closely with the Aquamarine Power board to engage with
other potential purchasers.  We welcome new enquiries."

Aquamarine Power is a renewable energy firm.


INFINIS ENERGY: Moody's Puts B1 CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
B1 corporate family rating of Infinis Energy Plc, following the
announcement by its majority shareholder, Monterey Capital II
S.a.r.l. of an offer to purchase the share capital that it does
not already own.  The review for downgrade reflects the
uncertainty related to the impact of the proposed transaction.

"Our decision to place Infinis's ratings on review for downgrade
was prompted by the potential changes in financial policy once the
group becomes private" said Philip Cope, a Moody's Analyst and
lead analyst for Infinis.  "Furthermore, the future business risk
profile of the group might change given the stated intention to
sell the wind operations".

At the same time, the rating agency also placed on review for
downgrade the Ba3-PD probability of default rating (PDR) of
Infinis and the B1 rating on the GBP350 million senior notes due
2019 issued by the group's landfill gas generation business,
Infinis Plc.

RATINGS RATIONALE

The rating review was prompted by the announcement by Infinis'
68.5% majority shareholder, Monterey, ultimately owned by private
equity fund Terra Firma, that it was launching an offer to
purchase the share capital that it does not already own.  The
review process will consider the impact on the credit quality of
Infinis and notes the potential changes in the business risk
profile, given possible future sales of the onshore wind and
landfill gas businesses, and in financial policy post the proposed
acquisition.

Terra Firma sold a circa 30 per cent stake in Infinis through an
initial public offering in Nov. 2013 with a view to a gradual
sell-down of its remaining stake over time.  In Dec. 2014, Terra
Firma said that it had become clear that a managed sell-down
through secondary offerings was unlikely to materialise at an
acceptable price and announced that it was exploring other
options.  According to the Oct. 22, offer announcement, following
the removal of the exemption from the Climate Change Levy (CCL)
for electricity generated from renewable sources and given a
challenging power price environment, Terra Firma and Monterey have
decided to make an offer for the Infinis shares that Monterey does
not own with a view to taking Infinis private.  Terra Firma
currently believes that separate sales of the wind portfolio and
landfill gas businesses are the optimal path for Terra Firma to
achieve an exit from its investment in Infinis.

According to the offer announcement, the circa GBP175 million
consideration, together with associated fees and transaction
expenses will be financed through a new bank facility entered into
by Monterey.

Moody's views as a credit positive the current diversification of
Infinis's generation portfolio.  While investment in the onshore
wind business is expected to increase the group's consolidated
leverage in the short term, future earnings from wind would offset
the expected decline in revenues from the landfill gas assets.
Subject to the use of proceeds and the future strategy of the
remaining business, a disposal may therefore be credit negative.

Uncertainty also arises from the group's future financial policy:
Infinis's current B1 rating incorporates Moody's expectation that
the group would take credit positive measures to offset increased
pressure on earnings following the government's decision in July
2015 to remove the exemption for Renewable Source Energy from the
CCL tax and sustained weak power prices.  These measures may not
now materialise, particularly given the need to service debt
incurred by Monterey in connection with the offer, albeit proceeds
from any disposals would be available to redeem the new facility.

FACTORS TO BE CONSIDERED IN RATING REVIEW

Moody's rating review will focus on the impact of a change in the
financial policy at a group level but also at Infinis Plc's level,
in light of the intention to split the businesses.

The rating agency will endeavour to conclude the review within the
next 60-90 days.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings could be confirmed if Moody's concludes that the
financial policy will allow the group to maintain ratios
consistent with the current ratings, in the context of the future
business risk profile.

Conversely, the ratings could be downgraded if the proposed
acquisition and restructuring appeared likely to result in a
weaker financial profile.  The current guidance for the ratings,
of debt to EBITDA remaining durably below 6.0x and Funds From
Operations to debt above 10% on a consolidated group basis, will
likely be reviewed if the group disposed of wind assets and the
debt was supported by a landfill gas business with predictable yet
declining earnings prospects.

Moody's expects any downgrade as a result of the review to be
limited to one notch.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.

Infinis Energy Plc, based in Northampton, UK, is a holding company
for a FTSE 250-listed group focused on electricity generation from
renewable sources.  The company remains majority owned by funds
managed by private equity group Terra Firma.  As at March 31,
2015, the Infinis Energy Plc group had 589 megawatts (MW) of
generation capacity. The landfill gas business accounts for 315MW
(53%) while the onshore wind business accounts for 274MW (or 47%).


INVESTEC BANK: Fitch Hikes Jr. Subordinated Debt Rating to 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded Investec Bank plc's (IBP) Long-term and
Short-term Issuer Default Ratings (IDRs) to 'BBB'/'F2' from 'BBB-
'/F3' and its Viability Rating (VR) to 'bbb' from 'bbb-'. The
Outlook on the Long-term IDR is Stable.

The upgrade of the IDRs and VR reflects the progress IBP has made
in running down its legacy assets and reducing the concentration
of its loan book towards property lending. Balance sheet
deleveraging, as well as an increased focus on less capital-
intensive activities have improved the bank's profitability, and
have reduced tail risks. At the same time, funding and liquidity
have remained sound.

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT

IBP's IDRs are driven by the bank's standalone strength, as
reflected in its VR. This in turn considers the bank's sound
liquidity and capital profile, improving profitability, reducing
problematic loans and a realigned business model focusing on
capital-light businesses, such as wealth management, advisory and
transactional banking. Despite these improvements, IBP's risk
appetite in its more balance sheet-intensive specialist banking
division remains higher than that of similarly rated peers, in our
view. Fitch considers this factor of higher importance when
reaching the bank's overall VR.

Since the crisis, IBP has successfully managed to rebalance its
loan portfolio and shrink its legacy portfolios, making asset
performance more predictable. It has reduced its exposure to
commercial real estate and its appetite for higher risk structured
corporate assets, although these remain high compared with peers.
Asset impairment has reduced and reserve coverage of impaired
loans is prudent.

As a result of the repositioning of its businesses, we expect the
bank's profitability to improve. Revenues have become more
diversified and given the bank's focus on wealth management,
recurring and predictable in nature. Costs are high, partially due
to the business model, rendering profitability at the bank just
average. However, loan impairment charges have fallen and are not
expected to reach the highs seen during the crisis, although given
the higher risk nature of its assets we believe they are likely to
remain at the higher end of the spectrum. Furthermore, given IBP's
sizeable exposure to equity and other more volatile investments,
we believe some valuation movements in the bank's income statement
are likely.

Funding and liquidity are managed prudently. IBP has consistently
maintained a large on-balance sheet liquidity buffer. Its healthy
funding profile is diversified and has improved over recent years
with a longer maturity profile of the deposit book. IBP has no
reliance on wholesale funding; nevertheless it maintains access to
the wholesale markets through senior and subordinated, secured and
unsecured bond issuance.

Capitalization is adequate for its risk profile. The recent
increase has been the result of the accretive impact of the
strategic disposals executed during 2014 and 2015, although in our
view it is likely that part of these gains will be paid back as
dividends over time. Given its prudent risk weighting of assets,
its leverage is low compared with other UK banks.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by IBP are all
notched down from its 'bbb' VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles. Subordinated (lower Tier 2)
debt is rated one notch below IBP's VR to reflect the incremental
loss severity of this type of debt when compared with average
recoveries. The junior subordinated debt securities are rated
three notches below IBP's VR to reflect the incremental loss
severity risk of these securities when compared with average
recoveries (one notch from the VR) as well as high risk of non-
performance due to the discretionary, albeit often constrained,
coupon deferral features of this instrument (an additional two
notches).

KEY RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT

Should the bank continue to rebalance its business model towards
lower capital intensive business, its earnings should improve.
Combined with an improvement in asset performance, while
maintaining its sound capital and funding profile, this could lead
to an upgrade of IBP in the medium term.

Negative rating pressure would also arise from a material
deterioration of IBP's capital ratios, or if loan impairment
charges were significantly higher than expected or if there are
large losses in the investment portfolio. Evidence of an increase
in risk appetite and/or a weakening of the bank's liquidity and
funding profile could also put pressure on the ratings.

Due to the dual listing company structure between Investec plc,
the UK holding company, and Investec Limited, the South African
holding company, we believe that IBP's ratings are correlated with
the group's banking operations in South Africa, Investec Bank
Limited (BBB-/Stable/F3). The two holding companies operate as a
single economic enterprise and are bound by contractual agreements
and mechanisms. Their shareholders have common economic and voting
interests as if it were a single company (i.e. equivalent
dividends on a per share basis and joint electorate and class
right voting). However, creditors are ring-fenced to either entity
and there are no cross guarantees between the companies. Investec
plc and Investec Ltd. are run with the same board of directors.

Fitch understands that since 2002, the UK regulator has placed a
'ring-fence' around the UK operations of the business, which
limits the fungibility of capital and liquidity across the two
entities. However, we believe that common reputational and
organizational risks, as well as common management and culture,
could place a limit on the rating differential between the two
banks lower down the rating scale. Negative pressure on the
ratings therefore could arise from a downgrade of Investec Bank
Limited to below investment grade.

The rating actions are as follows:

Investec Bank plc

  Long-term IDR upgraded to 'BBB' from 'BBB-'; Outlook Stable
  Short-term IDR upgraded to 'F2' from 'F3'
  VR upgraded to 'bbb' from 'bbb-'
  Support Rating affirmed at '5'
  Support Rating Floor affirmed at 'No Floor'
  Junior subordinated debt (ISIN: XS0283613437) upgraded to 'BB'
   from 'BB-'
  Senior unsecured certificates of deposit Long-term and Short-
   term ratings upgraded to 'BBB'/'F2' from 'BBB-'/'F3'
  Senior unsecured EMTN Programme Long-term and Short-term ratings
   upgraded to 'BBB'/'F2' from 'BBB-'/'F3'
  Subordinated debt (ISIN: XS0593062788) upgraded to 'BBB-'from
   'BB+


PUNCH TAVERNS: S&P Affirms 'B-' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Punch Taverns PLC.  The outlook is
stable.

At the same time, S&P affirmed its 'B+' long-term issue rating on
the A tranches of Punch's notes, issued by subsidiaries Punch A
and Punch B.  S&P affirmed the recovery rating at '1', indicating
its expectation of very high recovery (90%-100%), in the event of
a payment default.

In addition, S&P affirmed the long-term issue rating on Punch's M3
notes at 'B-' and the recovery rating at '3', indicating S&P's
expectation of meaningful recovery (50%-70%).

The affirmation reflects S&P's view that, following the
restructuring of its debt in October 2014, Punch will continue
cutting its debt by using proceeds from the disposal of non-core
pubs from its portfolio to meet scheduled amortization payments
and to make debt pre-payments.  Additionally, the company's
operating performance on a revenue per pub basis continues to
improve as Punch disposes of about 200 non-core pubs per year,
enhancing the average quality of its estate.

The affirmation is supported by S&P's revision of Punch's
liquidity to "adequate" from "less than adequate," as S&P's
criteria defines the terms.  Punch recently boosted its cash
balances by disposing of a larger number of pubs than planned in
the financial year 2015 (FY15) and by selling off its stake in
drinks wholesale business Matthew-Clark.  Additionally, S&P no
longer considers a breach as likely to occur under the company's
fixed charge covenant in FY16 and FY17.  S&P views it as positive
for the company's liquidity track record that Punch met its
covenants comfortably in FY15 and that coverage of liquidity
sources exceeded liquidity uses by more than 1.2x.  These are
additional supporting factors to liquidity remaining "adequate"
over the next 12 months.

Punch operates in the tenanted pub market, generating most of its
income from drinks sales and from renting its pubs to tenants.
Market conditions remain challenging, as U.K. beer consumption has
been in decline for several years as consumers are shifting to
healthier lifestyles, and off-trade sales have been increasing.
By contrast, the market for eating out is expanding, which is why
S&P sees managed pub operators as being better suited to respond
to the industry trends.  Negative market trends have hampered
tenanted pub operators in recent years and the number of tenanted
pubs continues to reduce every year.

S&P's assessment of Punch's business risk profile as "weak"
reflects these adverse market trends and Punch's tenants' limited
success in maintaining profitability.  Since Punch started its
disposal program in 2010, it has reduced the number of pubs to
about 3,500 as of August 2015, from close to 5,400.

Punch is disposing of loss-making non-core pubs and improving the
average quality of its estate, but as a result, its revenue base
has also been shrinking.  Positively, management has a long-
standing track record of making successful disposals at very
favorable EBITDA multiples of about 19x-20x, which is an essential
part of the company's business strategy and plays an important
role in its ability to repay debt.  In FY15, the company disposed
of 246 pubs, generating GBP89 million.

S&P views Punch's financial risk profile as "highly leveraged."
Both of S&P's core leverage ratios--Standard & Poor's-adjusted
funds from operations (FFO) to debt and debt to EBITDA--are well
below the thresholds S&P would associate with a higher assessment.

S&P estimates that FFO to debt will remain below 5% in FY16 and
FY17 and debt to EBITDA will stay above 8x, including its
adjustment for operating leases, which increases the adjusted debt
figure by about GBP90 million.  Given the "weak" business risk
assessment, S&P has not netted cash against financial debt.
However, S&P has assumed some mandatory prepayments in view of the
pub disposal proceeds.

S&P's base case assumes:

   -- Relatively flat year-on-year growth in drink and rent
      income for core pubs and flat-to-low single-digit decline
      for non-core pubs.

   -- A fairly stable adjusted EBITDA margin of about 44%-45% in
      FY16 and FY17, equating to a reported margin of 45%-46%.

   -- Disposal of about 200 pubs a year in both FY16 and FY17,
      generating proceeds of about GBP45 million-GBP65 million a
      year.  Note that, as per S&P's criteria, it do not factor
      these proceeds into S&P's liquidity analysis.

   -- Capital expenditure (capex) of about GBP40 million-GBP45
      million in both FY16 and FY17, which is a mixture of
      maintenance and re-development spend.

Based on these assumptions, S&P arrives at these credit measures
for FY16 and FY17:

   -- Adjusted FFO to debt of about 4%.
   -- Adjusted debt to EBITDA of 8.0x-8.5x.
   -- Adjusted EBITDA interest coverage of about 1.6x.
   -- Modestly positive FOCF.

The stable outlook reflects S&P's expectation that Punch will
continue disposing of non-core pubs over the next 12-18 months and
using the proceeds to make scheduled amortization payments, as
well as pre-payments.  Additionally, S&P expects its adjusted
EBITDA margin to remain relatively stable at around 45%-46%, as
the number of non-core pubs decreases and the quality of the
remaining estate improves.

S&P could consider lowering the ratings if unexpected declines in
revenues, EBITDA margins, and cash flows significantly impeded
Punch's ability to fund interest, scheduled amortization, and
capital expenditures.  In particular, the ratings could come under
pressure if, combined with this, management was unable to complete
the planned disposals.

S&P could raise the long-term rating if Punch were able to
generate significant like-for-like sales growth at both its core
and non-core pubs, alongside stronger EBITDA margins and asset
disposal proceeds that exceed S&P's estimates.  However, S&P do
not consider such a scenario to be likely in the near term.


STEMCOR: Lenders Approve Debt "Haircut", 1000+ Jobs Saved
---------------------------------------------------------
Alan Tovey at The Telegraph reports that more than 1,000 jobs at
Stemcor have been saved after lenders agreed to a US$1.5 billion
(GBP1 billion) debt "haircut" following months of negotiations.

Workers at Stemcor, one of Britain's largest private companies,
had faced a potentially similar fate to those recently left
without jobs at steel producers SSI and Tata, The Telegraph
relates.

But in what will be seen as a rare ray of light in the troubled
British steel sector, it is understood that 95% of senior lenders
to Stemcor have agreed to back a new scheme to restructure the
debt and split the company in two, The Telegraph discloses.

The agreement, which has High Court backing, means the creditors
have taken a US$1.5 billion haircut, with their original exposure
of US$3.1 billion being reduced to closer to US$1.6 billion
following a debt for equity swap, The Telegraph notes.

The deal has the backing of more than 90 lenders to the company,
which in 2012 had an annual turnover of GBP5 billion and traded
about 20 million tonnes of steel in 45 countries, The Telegraph
says.

Stemcor, which was once controlled by the Oppenheimer family --
which includes Margaret Hodge, former chairman of the Public
Accounts Committee -- ran into trouble in the wake of the
financial crisis, The Telegraph recounts.

It missed repayments on its debt pile after buying an Indian iron
ore mine as the market froze following the financial crash, The
Telegraph relays.  In 2013 PwC was appointed by Stemcor's lenders
to restructure its borrowing, agreeing a deal in March last year,
The Telegraph relates.

However, the slowing global economy and lower demand for steel
from China meant another restructuring was necessary, a process
complicated by distressed debt investors who had piled into
Stemcor's debt, The Telegraph states.  To secure the deal,
Moorgate Industries, Stemcor's former holding company, and two
subsidiary businesses were put into administration, paving the way
for an agreement to be reached, according to The Telegraph.

Stemcor is a British steel-trading company.


SUNSHINE CARE: Calls in Lameys to Restructure Firm, Mulls CVA
-------------------------------------------------------------
Plymouth Herald reports that Sunshine Care Limited has called in
troubleshooters as it fights to stay in business and protect
nearly 200 jobs -- though some redundancies are likely to be made.

The company is also in urgent talks with other care companies
about taking over hourly visits to the homes of 400 vulnerable
people, most of them in Plymouth.

According to Plymouth Herald, a spokesman for Plymouth-based
Lameys Business Recovery, which has been called in to restructure
the firm, said the overriding concern is that these vulnerable
people do not suffer as a result of the changes.

Sunshine Care has seen a crippling drop in turnover and is
proposing to restructure the business and enter a Company
Voluntary Arrangement (CVA), which involves paying creditors less
than they are owed, Plymouth Herald discloses.

The company is continuing to trade -- but its contracts with
Plymouth City Council and Bristol City Council, to provide hourly
home care to those 400 people, will be discontinued, Plymouth
Herald notes.

This represents the biggest part of Sunshine Care's business,
Plymouth Herald states.

Sunshine Care Limited is a major Plymouth-based care provider.


* UK: Steel Sector Calls for Urgent Government Action
-----------------------------------------------------
Michael Pooler at The Financial Times reports that industry
representatives have warned MPs Britain's stricken steel sector
needs government action within "weeks not months" if it is to
survive an onslaught that threatens its future.

Gareth Stace, director of the UK Steel lobby group, told a
parliamentary select committee that the industry was like a
"patient on the operating table", the FT relates.

"We are bleeding very quickly and unless it's stopped very soon we
are likely to die."

The sobering comments come in the wake of several plant closures
since the summer, triggered by a dramatic collapse in global steel
prices, which have resulted in more than 4,000 redundancies, or
about 15% of the sector's workforce, the FT notes.

The possibility of further shutdowns was left open by Tor
Farquhar, a director at Tata Steel, the FT says.  Britain's
biggest steelmaker cut nearly 1,200 jobs last week as it scaled
back its Scunthorpe plant and mothballed Scotland's last two
steelworks, the FT recounts.

Mr. Stace called on ministers to follow through with pledges, made
at an emergency summit this month, to address issues affecting the
British industry, the FT relays. These include "green" taxes on
electricity bills, high business rates and the "dumping" of cheap
steel imports from countries such as China, the FT discloses.

According to the FT, Mr. Stace urged Sajid Javid, the business
secretary, to obtain "immediate" EU approval for a compensation
package for energy intensive industries, which the government has
previously said it expects to be cleared by next April.

"For every month, we don't get this package the sector in the UK
pays GBP4.5 million its competitors don't.  The case now for
government to deliver is extremely urgent in the next few weeks.
If it's months, there are potentially further casualties in the
sector," the FT quotes Mr. Stace as saying.



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


* Global Metal Prices will Remain Weak Through 2016, Moody's Says
-----------------------------------------------------------------
Slowing growth in China and Brazil, muted conditions in Europe and
a weak recovery in the US will continue to pressure global base
metal prices, says Moody's Investors Service.  Moody's outlook for
the global base metals industry remains negative.

Uncertainty regarding growth in China is one of the primary
factors underpinning Moody's negative outlook, with the country
accounting for more than 40% of global demand for most key base
metals, according to the report "2016 Global Base Metals Outlook:
Downside Risk Remains on China Concerns, Slowing Global Growth."

Weak global macroeconomic conditions and volatility in base metal
prices have also dampened investor sentiment, which could pressure
future growth rates.

"We expect base metal prices to continue to trade at lower levels,
and expectations for slower growth and reduced demand could result
in further downside risk for the sector," said Carol Cowan, a
Moody's Senior Vice President.

Moody's notes that steeper price declines will flow through to
companies' earnings in 2015, resulting in a material decline in
cash flow for many producers.  Companies have reduced controllable
costs such as capital expenditure and exploration expenses to
boost liquidity, but such actions could pressure their credit
profiles over the medium term if producers need to develop
projects in a more costly or politically difficult climate.


* Banks' Biggest Challenge is Sluggish Economy, Moody's Says
------------------------------------------------------------
Economic weakness is the greatest challenge facing European banks'
efforts to strengthen their credit profiles, according to over 50%
of participants at Moody's 2015 EMEA Banking Conference in London
earlier in October who were polled for their views around key
issues impacting the European banking sector.

The impact of low interest rates was viewed by 18% of polled
respondents to be the main challenge to banks' credit profiles,
whilst the remaining respondents considered geopolitical risks
(8%), cost management (10%), and top line growth (13%) as the
greatest concerns.

"We agree that subdued economic growth in Europe constitutes the
primary challenge for the region's banks, as it is dampening
credit demand and slowing the reduction in Europe's large stocks
of problem loans, particularly in periphery countries," explains
London-based Sean Marion, Managing Director, EMEA Banking,
Moody's.  "While net interest margins have remained resilient in
many banking systems over recent years, we expect interest rates
to remain low over coming quarters and this will put further
pressure on margins and profits.  Banks that incur the highest
operating costs and those most reliant on deposits will be hardest
hit".

When asked about the resolution of complex financial institutions,
participants considered the risk of systemic implications or the
"too big to fail" concept to be the the main obstacle, with 48% of
the votes.

Following closely behind, 47% of voters considered the lack of
coordination amongst resolution authorities as the greatest
obstacle in the resolution of complex financial institutions.
Only 5% considered insufficient MREL (Minimum Requirement for own
funds and Eligible Liabilities) or TLAC (Total Loss-Absorbing
Capital) during the transition period as the biggest challenge.

"The too big to fail issue is the biggest hurdle facing the
effective resolution of complex financial institutions," says
Frankfurt-based Carola Schuler, Managing Director, EMEA Banking.
"This is because the interlinkages between global investment banks
-- and other very large banks -- remain highly complicated.  While
improvements in regulation have reduced the risk of contagion, it
is likely that an effective resolution of a large, complex bank
will still be difficult.  In particular, should a bank fail as
part of a systemic banking crisis, resolution authorities may feel
that bail-in is still too risky to contemplate."

A resounding 64% of event participants felt that additional
disclosure was needed not only on the resolution waterfall of
liabilities but also on the structure of the resolution group in
order to support investment decisions.  Of the 100 respondents,
15% thought that just disclosing the resolution waterfall of
liabilities would be sufficient versus 4% who thought just
disclosure of the structure of the resolution group was adequate.
Disclosure of full group resolution plans was thought to be
important to support investment decisions for 17% of the
respondents.

"We think in a bail-in world it's critical to consider the
liability structure and its impact on expected loss.  Our Loss
Given Failure (LGF) analysis assesses how each type of creditor is
likely to be affected when a bank enters resolution," explains Ms.
Schuler.  "This addresses a key investor concern around knowing
their position in a bank's liability structure, and thus the
potential losses they are exposed to in the event of resolution."

When asked for a prediction as to when they expected the first
bail in of senior debt in Europe under BRRD would take place, over
50% of participants polled said 2017, followed by 36% who thought
this would first happen in 2016. 7% thought it may happen during
the remainder of this year, however limited to senior unsecured
debt, whilst just 3% thought that Moody's would see both senior
unsecured and deposits bailed in during 2015.


* Solvency II & M&A Tapers Offs Insurance Deleveraging Trend
------------------------------------------------------------
According to Moody's Investors Service, financial leverage for the
European (re)insurance sector decreased once again in 2014 as a
number of the largest groups continued to reduce outstanding debt
and/or reported an increase in shareholders' equity.  In 2015 the
deleveraging trend of the sector already started to slow as a
number of European insurers issued hybrid debt, in some case above
their refinancing needs.  With financial leverage now at the
lowest level since the 2008-09 financial crisis, the rating agency
expects that this deleveraging trend will taper off and
potentially reverse over the next two years.

"We expect further new debt issuance over the next two years,
driven by pressure to improve return on equity, favorable credit
market conditions and increased M&A activity", said
Helena Pavicic, a Moody's Analyst.  "By replacing equity with
hybrid debt and locking in the current very low servicing costs,
insurers can maintain their solvency coverage ratios whilst
simultaneously reducing the cost of capital.  As a result return
on equity, which is suppressed by the low interest rate
environment, improves", added Ms. Pavicic.

Moody's notes that further M&A would increase activity in the debt
markets, as insurers are likely to part fund any deals with hybrid
issuance.  Moody's expects that the recent growth in M&A will
continue, driven predominantly by the need for insurers to build
scale, regulatory changes and depressed economic growth across
Europe.

Insurers have the capacity to issue new debt, as the average
adjusted financial leverage of Moody's rated cohort was at a
historically low level of 23.7% as at YE2014, down from 25.9% as
at YE2013.  However, Moody's expects that any increase in leverage
will remain modest until insurers' regulatory positions become
more certain.  Following the implementation of Solvency II, the
increase in leverage may accelerate, albeit most insurers will
remain cautious with regard to the quality of their capital and
mindful that leverage will be adversely affected as and when
interest rates rise.


* 2016 Outlook for Steel Sector Stable on Continued Demand Growth
-----------------------------------------------------------------
The outlook for the European steel sector will remain stable over
the next 12 months as continued growth in the main steel using end
markets and improving regional economic growth prospects will
support steel demand in Europe, says Moody's Investors Service in
a report published today.  However, high pressure on prices could
lead to lower profitability prospects.  The outlook for Russian
steelmakers is more negative with the country in continued
recession.

"Our outlook for the European steel sector over the next year
remains within our stable range as we expect sustained demand from
the auto, construction and consumer goods industries.  Brighter
economic growth prospects in Western Europe are also set to
mitigate further anticipated price falls as a result of cheap
Chinese imports and oversupply in Italy," says Hubert Allemani, a
Moody's Vice President -- Senior Analyst and author of the report.

The Markit Eurozone Composite Output Purchasing Managers' Index
(PMI) is between 50 and 55 (a level of above 50 indicates
expansion) and the capacity utilization rate for the region is
within the stable range of 75% to 85%.  These indicators are some
of the factors Moody's uses to define a stable outlook and both
are comfortably in the rating agency's stable range.

There are no signs that PMI would start to decrease to a level
close to or under 50, even if the fallout from Volkswagen
Aktiengesellschaft's (A2 negative) diesel emissions affair weighs
on the German automotive sector and Germany's GDP in coming
quarters.

ArcelorMittal (Ba1 negative), SSAB AB (not rated), Tata Steel UK
Holdings Limited (B2 positive) and smaller mills producing lower-
grade steel, long products or semi-finished products such as
Cognor S.A. (Caa2 stable) are facing price pressure from cheap
Chinese imports.  Other more specialized steel manufacturers, such
as Ovako Group AB (B3 stable) and SCHMOLZ + BICKENBACH AG (B2
stable), should be less affected by the price declines due to
their focus on engineered or alloy steel.

The situation for steelmakers in Russia, which is in recession, is
much weaker but sustainable.  Manufacturing PMI has been around
48-49 (which indicates contraction) since Dec. 2014 because of
declining GDP and the weaker rouble's pressure on prices.
However, Russian steelmakers are competitive in export markets and
their average capacity utilization has remained high above 80%.
Falling steel prices have less of an impact for Russian
steelmakers, because their cost bases are typically lower than
those of their European peers.


                            *********

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
balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *