TCREUR_Public/151118.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, November 18, 2015, Vol. 16, No. 228

                            Headlines

B E L G I U M

NYRSTAR NV: S&P Puts 'B-' CCR on CreditWatch Positive


F R A N C E

CGG: S&P Lowers Corp. Credit Rating to 'CCC+', Outlook Negative


G E R M A N Y

ALPHAFORM AG: Seeks to Delist Entire Shares


G R E E C E

GREECE: Reaches Deal with EU Creditors on Economic Measures


I C E L A N D

LANDSBANKI ISLANDS: Nov. 23 Composition Proposal Meeting Set


I R E L A N D

ALFA-BANK: Fitch Rates Loan Participation Notes 'BB+(EXP)'


I T A L Y

POPOLARE DI MILANO: Fitch Maintains BB+ LT Issuer Default Rating


L U X E M B O U R G

ARCELORMITTAL SA: Fitch Affirms 'BB+' LT Issuer Default Rating
AZELIS FINANCE: S&P Affirms 'B' CCR, Outlook Stable


N O R W A Y

NORSKE SKOGINDUSTRIER: Urges Bondholders to Extend Maturities
PETROLEUM GEO-SERVICES: S&P Lowers CCR to 'B', Outlook Negative


R O M A N I A

ROMANIA: Insolvency Rate 4 Times Higher Than The Regional Average


R U S S I A

ANTARES LLC: Placed Under Provisional Administration
MAYAK LLC: Placed Under Provisional Administration
OTCHIZNA LLC: Placed Under Provisional Administration
PREFERRED RESIDENTIAL 05-2: Fitch Affirms CCC Rating on FTC Notes
REGION BROKER: S&P Assigns 'B-/C' Counterparty Credit Ratings

REGION INVESTMENT: S&P Affirms 'B-/C' Counterparty Credit Ratings
SUN LIFE PENSION: Bank of Russia Ends Provisional Administration
SUNNY TIME: Bank of Russia Ends Provisional Administration


U K R A I N E

UKRAINE: Russia Proposes Restructuring of US$3-Bil. Bond


S P A I N

AUTOVIA DEL NOROESTE: S&P Affirms 'BB+' Rating on Sr. Sec. Bonds


U K R A I N E

UKRAINE: Deposit Guarantee Fund Files Suits Against Failed Banks


U N I T E D   K I N G D O M

CODERE FINANCE: Seeks US Recognition of UK Restructuring Scheme
DIRECT GOLF: Administrators' Report Reveals GBP13-Mil. Shortfall
JOHN WOODS: In Administration, Nov. 24 Asset Auction Set
NEWDAY FUNDING 2015-2: DBRS Assigns B Rating to Class F Debt


                            *********


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B E L G I U M
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NYRSTAR NV: S&P Puts 'B-' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has placed on
CreditWatch with positive implications its 'B-' long-term
corporate rating on Belgium-based zinc producer Nyrstar N.V.  S&P
also placed on CreditWatch positive the 'B-' long-term issue
rating on the senior unsecured debt issued by Nyrstar Netherlands
(Holdings) B.V.  The recovery rating on the debt is unchanged at
'4', indicating S&P's expectation of "average" prospects of
recovery in the event of default, in the higher half of the
30%-50% range.

The rating actions follow Nyrstar's announcement early last week
of its intentions to strengthen its balance sheet and liquidity
position.  S&P had previously anticipated that Nyrstar's
liquidity would weaken by May 2016, when the company faces the
repayment of its EUR415 million notes (leading S&P to revise its
liquidity to "less than adequate" and its outlook to negative).

The company expects to complete a capital increase of EUR250
million-EUR275 million and a zinc prepayment transaction of
EUR150 million-EUR200 million by the end of the first quarter of
2016.  In S&P's view, completion of the transactions should
enable the company to bridge funding requirements over the coming
two years, under the current unfavorable industry conditions.  In
addition, S&P expects the capital increase to improve the
company's credit metrics and support a potential rating upgrade
to 'B'.

S&P believes that the capital increase, which is underwritten by
trading house Trafigura (up to EUR125 million), Deutsche Bank,
and KBC Bank, is likely to take place.  However, S&P is mindful
that it depends on the EU commission approving a potential
increase in Trafigura's ownership, among other conditions.  In
addition, S&P believes that the lead time to completion is
slightly long, especially given the current volatile metal
prices.  S&P believes that any delay in securing this transaction
could have a material impact on the liquidity position of the
company and thereby on the rating.

Under S&P's base-case scenario, it projects Nyrstar's Standard &
Poor's-adjusted EBITDA to be EUR270 million-EUR280 million in
2015 and EUR330 million-EUR350 million in 2016, compared with
EUR237 million in 2014 and EUR215 million in the first nine
months of the year.  These assumptions underpin S&P's
estimations:

   -- Zinc prices of US$0.85/lb for the rest of 2015 and
      US$0.95/lb for 2016.  Currently, zinc is traded at
      US$0.72/lb.  About 1.1. million metric tons of zinc
      production in the metal processing division.

   -- Zinc treatment charges of $220/dry metric ton (dmt) in 2015
      and about US$200/dmt in 2016.  Peak capital expenditure
      (capex) of EUR440 million in 2015, tapering somewhat in
      2016.  This includes the Port Pirie lead smelter project,
      which is scheduled to be commissioned in 2016.  Small
      EBITDA contribution from Port Pirie in 2016.  Despite the
      recent drop in metal prices, the company still expects the
      project to generate attractive returns.

   -- No dividends or material acquisitions.  No proceeds assumed
      from a potential divestment of zinc mines.

Under S&P's base-case scenario, it forecasts funds from
operations (FFO) of about EUR145 million in 2015, improving to
about EUR200 million in 2016.  However, if the existing
prepayment agreement were not extended, and capex remained heavy,
S&P expects the company's free operating cash flow would be
negative by about EUR400 million through to the end of 2016.  S&P
expects Nyrstar's ratio of FFO to debt to be around 10% in 2015
and in 2016, underpinning S&P's current "highly leveraged"
financial risk profile assessment.  S&P expects the completion of
the capital increase to improve FFO to debt to about 13%-17% in
2016.

The CreditWatch placement reflects the possibility that S&P could
raise the rating on completion of the capital increase and the
zinc prepayment transaction, which the company expects to happen
in the first quarter of 2016.  The size of the potential upgrade
is limited to one notch.  A higher rating would be also subject
to company's ability to maintain Standard & Poor's-adjusted debt
to EBITDA below 4.5x.



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F R A N C E
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CGG: S&P Lowers Corp. Credit Rating to 'CCC+', Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on France-based geoscience company CGG to
'CCC+' from 'B-'.  The outlook is stable.

At the same time, S&P lowered its issue rating on CGG's unsecured
notes to 'CCC+' from 'B-'.  The recovery rating on this debt is
unchanged at '4', reflecting S&P's expectation of average
recovery (lower half of S&P's 30%-50% range) for noteholders in
the event of a default.

S&P also lowered the issue rating on CGG's senior secured credit
facilities to 'B-' from 'B'.  The recovery rating on this debt is
unchanged at '2', reflecting S&P's expectation of substantial
recovery (higher half of S&P's 70%-90% range) in a default
scenario.

The downgrade reflects S&P's view that CGG's capital structure
has become unsustainable taking into account its relatively high
debt levels, including significant debt due by 2017, S&P's
forecast of continued negative reported free operating cash flow
(FOCF), and increasing leverage -- which S&P do not view as
commensurate with the 'B-' rating -- amid a prolong market
downturn.

Moreover, S&P thinks that CGG's liquidity position will
deteriorate materially due to the company's decision to
accelerate its transformation plan, which is expected to burden
the company with US$200 million in cash costs in 2016, as well as
significant debt maturities that will have to be paid or
refinanced by 2017. The transformation plan includes
significantly reducing its marine fleet to five vessels from 11,
downsizing personnel by 900, and other cost-cutting measures.

S&P thinks challenging market conditions characterized by
persistent low oil prices, weak pricing for new contracts, and an
unfavorable supply-demand balance will negatively affect the
seismic industry for several quarters.  This also reduces the
visibility on CGG's cash flow generation because CGG clients are
cutting or delaying major investments.

S&P notes that CGG as well as some of its key competitors have
recently announced further reductions in the number of active
marine vessels as they plan to retire less profitable vessels, in
particular as contracts expire.  However, S&P thinks that this
might be insufficient to materially improve pricing levels
globally, since demand would be weaker than supply and the
seismic industry will continue to be very competitive in the next
couple of years.

"We have revised some of our assumptions following the group's
performance in the first nine month of 2015 and taking into
account our view of the tough market conditions.  In particular,
we now forecast Standard & Poor's-adjusted EBITDA will be between
US$400 million and US$500 million in 2015 (unchanged) and to
about US$300 million in 2016 (excluding restructuring costs)
versus US$550 million-US$650 million previously.  To calculate
our adjusted EBITDA, we combine our projections of reported
EBITDA with the operating leases (approximately US$200 million
annually, down from US$275 million in 2014).  We then deduct
capitalized multiclient investments (approximately US$300
million-US$450 million annually in 2015-2016), other capitalized
development costs (US$50 million annually), and some other minor
items," S&P said.

S&P's estimation of adjusted net debt is about US$3.6 billion-
US$3.8 billion for 2015-2016, including at least US$800 million
in adjustments annually, the majority of which are related to
operating leases, and not netting any cash from gross debt.

S&P believes reported global capital expenditure (capex) is
likely to reduce materially from 2015, which S&P views as
positive, given the challenging market conditions that are likely
to persist for several quarters.  Reported capex was about
US$865 million in 2014, and S&P projects it will be US$450
million-US$500 million annually in 2015-2016.

S&P's assessment of CGG takes into account the intensely
competitive nature of the seismic industry, which S&P views as
highly cyclical, notably in the capital-intensive offshore marine
segment.  This results in highly volatile profit generation.  S&P
considers the visibility of revenue generation as relatively low
and very limited over the next six months.  However, in S&P's
opinion, CGG's key business strengths include the group's
important global position and diversity, stemming from its
seismic acquisition, reservoir, imaging, and equipment activities
offshore and, to a lesser extent, onshore.

Based on S&P's revised assumptions, it computes these key credit
measures:

   -- Standard & Poor's-adjusted funds from operations (FFO) to
      debt of close to 0% on average in 2015-2016 (against 4.4%
      in 2014).

   -- An adjusted debt-to-EBITDA ratio higher than 9.0x on
      average in 2015-2017 (versus 8.8x in 2014) excluding
      restructuring costs.  Reported FOCF of negative US$100
     million or less in 2015 and at least negative US$400 million
     in 2016.

S&P has revised its assessment of CGG's liquidity to "weak" from
"adequate," and S&P calculates that the ratio of cash sources to
cash needs will less than 1.0x in the 12 months started July 1,
2015.

S&P's assessment is supported by its view that CGG's standing in
credit markets is relatively weak and S&P's view of a high risk
that the debt-to-EBITDA covenant will likely exceed the maximum
level set in CGG's existing credit agreement in 2016, absent
management actions to obtain a waiver or reset this covenants in
a more favorable way, which could be challenging in current
market conditions.  S&P recognizes, however, CGG's track record
of refinancing debts well ahead of maturities and resetting
covenant with lenders.  For example, S&P understands that the
lenders agreed on a waiver so that this is not tested at the end
of Dec. 2015.

S&P assesses that CGG's principal liquidity sources include:

   -- About US$170 million of unrestricted cash available for
      debt reduction as of June 30, 2015;

   -- About US$250 million in undrawn under four revolving credit
      facilities (RCFs) totaling US$590 million.  The maturity
      dates are July 2016, July 2017, July 2018, and December
      2019; and

   -- Unadjusted FFO (before deduction of multiclient spending)
      of less than US$200 million in the next 12 months from
      July 1, 2015.

S&P assesses that principal liquidity uses include:

   -- Approximately US$50 million in debt maturities in the next
      12 months from July 1, 2015;

   -- Up to US$75 million in working capital outflows, taking
      into consideration intrayear peak movements;

   -- About US$500 million of capex in the 12 months from July 1,
      2015;

   -- Very limited dividends; and

   -- At least US$100 million in cash costs related to the
      acceleration of the company's transformation plan in the
      first half of 2016.

The negative outlook reflects S&P's view that the company might
not be able to cover its liquidity uses in the first half of 2016
if it does not succeed in selling assets or issuing new equity in
the next few months as it plans.  It also captures S&P's view
that there is a high risk of leverage exceeding the limit set in
an existing credit agreement during that time, absent management
actions to reach an agreement with its lenders to reset the
leverage covenants or obtain waivers.  S&P also takes into
account its view of the challenging industry conditions, and poor
cash flow visibility.

S&P might take a negative rating action if CGG fails to sell
assets or obtain new equity by the first quarter of 2016 or if
S&P perceives a heightened risk of covenant breach combined with
a perception that its lenders will not be supportive.

S&P could revise the outlook to stable if CGG improves its
liquidity materially by obtaining several hundred millions of new
cash or equity in the near term.  This would also require that
the risk of covenant breach becomes remote, as well as S&P's
comfort that cash spending in 2016-2017 would not be more
pronounced than under S&P's current base case.



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G E R M A N Y
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ALPHAFORM AG: Seeks to Delist Entire Shares
-------------------------------------------
Reuters reports that the management board and insolvency
administrator of Alphaform AG decide to apply for entire
delisting of Alphaform shares.

Reuters relates that present listing of shares for OTC trading on
stock exchanges in Stuttgart, Munich, Hanover, Duesseldorf,
Berlin/Bremen and Hamburg shall also cease parallel to revocation
of admission to regulated market at Frankfurt stock exchange.

Significant reduction in company's administrative costs is
expected from Alphaform AG's intended entire withdrawal from
capital market, according to the report.

The Munich District Court on July 29 appointed Dr. Hubert Ampferl
of the law practice Dr. Beck und Partner as the provisional
bankruptcy administrator for Alphaform AG.  The company had
applied for the opening of bankruptcy proceedings on July 28 on
the grounds of impending insolvency.

Founded in 1996 and headquartered in Feldkirchen near Munich,
Alphaform AG is a g European handler for the renovation of
industrial development and production with innovative 3D printing
and rapid technologies.  Among others, Alphaform today serves the
premium manufacturers of the automotive industry, mechanical,
plant and automotive engineering, the aerospace industry, tool
making and medical technology.  Its particular areas of expertise
include complex assembly, lightweight construction and
orthopaedic implants and instruments.  It has subsidiaries in
Germany, Finland, Sweden and the UK.  Alphaform's shares are
listed in the Prime Standard segment of the Frankfurt stock
exchange (code: ATF; securities code number (WKN): 548 795).



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


GREECE: Reaches Deal with EU Creditors on Economic Measures
-----------------------------------------------------------
Pan Pylas and Derek Gatopoulos at The Associated Press report
that Greece struck a deal with European creditors on Nov. 17 on
economic measures it needs to make to get its next batch of
bailout money, including a EUR10 billion (US$10.7 billion) cash
injection for its crippled banks.

Though the government of Prime Minister Alexis Tsipras had
already made many of the reforms required by its third
international bailout, it has balked at a few, the AP
notes.  Those include a law making it easier to evict people in
arrears on their mortgages and measures to reduce the burden on
banks of bad loans, the AP discloses.

But Pierre Moscovici, the European Union's top economy and
finance official, said Greece and the creditors had reached a
deal on all outstanding issues -- a development that also brings
promised discussions on reducing Greece's debt burden one step
nearer, the AP relates.

"I am happy to confirm that agreement has been reached on the
remaining measures needed to complete the first set of
milestones," the AP quotes Mr. Moscovici as saying.  "We expect
finalization of the process to take place shortly following the
swift adoption of necessary legislation by the Greek Parliament
on Thursday."

Once Greek lawmakers approve the measures, Mr. Moscovici, as
cited by the AP, said the institutions that oversee Greece's
bailout program will assess Athens' compliance, paving the way
for the cash disbursements.

The scale of the problems facing Greek banks is most evident in
the fact that the government is still limiting cash withdrawals
to a paltry EUR60 a day or EUR420 a week, the AP says.  The
limits were imposed in late June to head off a bank run.
Last month, the European Central Bank said Greece's banks need
EUR14.4 billion in fresh money to get back on their feet and
resume normal business, the AP recounts.



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I C E L A N D
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LANDSBANKI ISLANDS: Nov. 23 Composition Proposal Meeting Set
------------------------------------------------------------
The Winding-up Board of LBI hf., formerly Landsbanki Islands hf.,
disclosed that on Monday, November 23, 2015, at 10:00 a.m., a
meeting will be held with creditors in the winding-up proceedings
of LBI hf., Reg. No. 540291-2259, at Hotel Hilton Reykjavik
Nordica, Suourlandsbraut 2 in Reykjavik, Iceland, where voting
will take place on the Composition Proposal of LBI hf. in
accordance with the third paragraph of Article 103 a. of Act No.
161/2002 on Financial Undertakings, as amended.

The meeting has been announced by way of a publication in the
Official Journal in accordance with the first paragraph of
Article 151 of the Act on Bankruptcy etc. No 21/1991, c.f. the
third paragraph of Article 103 a. of Act No. 161/2002 on
Financial Undertakings, as amended.

The Composition Proposal and the List of Voting Rights will be
available for inspection in LBI's office at Alfheimar 74,
Reykjavik, Iceland.  Additionally these documents and other
documents relevant to the meeting agenda are available on the
creditors' section of the LBI website
http://www.lbi.is/home/creditors-login/

Meeting agenda:

1. Meeting called to order, selection of chairman and secretary
   for the meeting.

2. Presentation of the Composition Proposal and other Composition
   Documents.

3. Presentation of the List of Voting Rights relevant to the
   Composition Proposal.

4. Account given of the votes received in writing before the
   opening of the meeting.

5. Meeting attendees given a chance to bring questions on the
   Composition Proposal and/or comment on the List of Voting
   Rights.

6. Questions answered and decisions on voting rights presented.

7. Voting on the Composition Proposal.

8. Counting of votes and the presentation of the conclusion of
   the voting on the Composition Proposal.

9. Presentation of the process confirming the composition and
   conclusion of the Winding-up Proceedings.

10. Motion to address the registration of transfer of claims with
    respect to fulfillment of the Composition.

In other respects the meeting is held in accordance with the
respective provisions of the Act on Bankruptcy etc.
No 91/1991 and the Act on Financial Undertakings No 161/2002 as
applicable.  The meeting will be held in Icelandic with English
interpretation available. Entitled to attend the meeting are
those parties who have lodged claims against the bank which have
not been finally rejected or parties to whom such claims have
been lawfully assigned.



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I R E L A N D
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ALFA-BANK: Fitch Rates Loan Participation Notes 'BB+(EXP)'
----------------------------------------------------------
Fitch Ratings has assigned Alfa Bond Issuance plc's (ABI)
upcoming issue of USD-denominated senior limited recourse loan
participation notes an expected 'BB+(EXP)' rating. The final
rating is contingent upon the receipt of final documents
conforming to information already received.

ABI, an Irish SPV issuing the bonds, will be on-lending the
proceeds to Russian JSC Alfa-Bank (Alfa), rated Long-term local
and foreign currency Issuer Default Ratings (IDR) 'BB+'/Negative,
Short-term IDR 'B', Viability Rating 'bb+', Support Rating '4',
Support Rating Floor 'B' and National Long-term rating
'AA+(rus)'/Stable.

There are no financial covenants in the facility agreement except
compliance with regulatory capital requirements. The terms of the
issue include an event of default clause in case the parent
company ABH Financial Limited (ABHFL, BB/Negative) or its
successor (in case of potential re-organization) ceases to
control more than 50% of Alfa. The loan/notes will not be
guaranteed by ABHFL.

KEY RATING DRIVERS

The expected rating of the issue is driven by Alfa's Long-term
Issuer Default Ratings (IDR) of 'BB+'.

RATING SENSITIVITIES

The rating of the issue is likely to move in tandem with Alfa's
Long-term IDR.



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I T A L Y
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POPOLARE DI MILANO: Fitch Maintains BB+ LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Banca Popolare di Milano (BPM;
BB+/Stable/B) EUR3.7 billion mortgage covered bonds (Obbligazioni
Bancarie Garantite; OBG) at 'BBB+'. The Outlook is Stable.

The affirmation follows the annual review of the program.

KEY RATING DRIVERS

The 'BBB+' rating is based on BPM's Long-term Issuer Default
Rating (IDR) of 'BB+', an unchanged IDR uplift of 0, an unchanged
Discontinuity Cap (D-Cap) of 2 (high risk) and the 88% asset
percentage (AP) that Fitch takes into account in its analysis,
which provides more protection than the unchanged 89% 'BBB+'
breakeven AP. The Stable Outlook on the OBG reflects that on
BPM's IDR.

The 88% AP that the issuer publicly discloses in its latest
investor report (as of September 2015) allows the covered bonds
to achieve a three-notch recovery uplift from the 'BB+' tested
rating on a probability of default basis, which is also the
rating floor. This level of AP provides for at least 91%
recoveries on the covered bonds assumed to be in default in a
'BBB+' scenario but prevents timely payments above the 'BB+'
rating floor.

The greatest contributors to the 'BBB+' breakeven AP (equivalent
to an overcollateralization (OC) of 12.4%) are asset disposal and
cash flow valuation, accounting for 10.4% and 9.6% OC,
respectively. The asset disposal represents a stressed valuation
of the cover pool and is driven by the refinancing spreads
assumed for Italian residential mortgage loans (375bp at BBB+)
and maturity mismatches between assets and liabilities. The
weighted average (WA) life of the assets is 9.9 years versus that
on the bonds of 1.8 years.

The cash flow valuation is also driven by open interest rate
positions, which account for 35% in an increasing interest rate
scenario. Fitch assumes optional loans (24.9% of the pool) to
switch to a fixed rate and floating rate loans with cap (35.3% of
the pool) to reach their WA cap. On the liabilities side, the
EUR0.88 billion fixed-rate covered bonds are hedged via fixed to
floating swaps and the cash flows are modelled after the swap.

The cover pool composition is broadly in line with the last
review and the credit loss component is 3.3%. This reflects a
'BBB+' WA frequency of foreclosure of 14.1% and a 'BBB+' WA
recovery rate of 77.2%.

The D-Cap remains of 2 notches driven by the high risk assessment
of the liquidity gap and systemic risk component. The IDR uplift
of 0 reflects the exemption of the covered bonds from bail-in,
Fitch's view that Italy is not a covered bonds intensive
jurisdiction, the fact that the issuer is not a systemically
important bank and the level of protection offered by senior
unsecured below 5% of the total adjusted assets.

RATING SENSITIVITIES

The 'BBB+' rating of the covered bonds would be vulnerable to
downgrade if any of the following occurs: (i) Banca Popolare di
Milano's Issuer Default Rating is downgraded by one or more
notches to 'BB' or below, or (ii) the asset percentage (AP) that
Fitch gives credit to increases above the 89% 'BBB+' breakeven
AP.

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



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


ARCELORMITTAL SA: Fitch Affirms 'BB+' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has revised ArcelorMittal S.A's (AM) Outlook to
Negative from Stable, while affirming the Long-term Issuer
Default Rating (IDR) at 'BB+'.

The Negative Outlook reflects the risk of further substantial
downside to pricing, which may negate the company's measures to
improve performance and reduce leverage. A key assumption of our
rating case is that steel prices will be supported at current
levels by either a rationalization of higher-cost producers or,
more likely in the short term, by protectionist measures in AM's
key markets.

The rating reflects the company's strong operational
diversification, high-quality steel products, strong market share
in key markets and vertical integrations, which allows it to
retain an average cost position on the global cost curve. In
addition, management has laid out cash preservation measures,
including suspending dividends, reflecting their commitment to
reduce net debt and further support the current rating.

"These measures, which should allow gradual deleveraging, are key
to maintaining the 'BB+' rating. We will also look at the effect
of anti-dumping measures -- actual and prospective -- by the US
and EU authorities to protect domestic steel producers from cheap
steel imports," Fitch said.

KEY RATING DRIVERS

Elevated Leverage

Fitch expects deteriorating external operating conditions to
temporarily derail AM's deleveraging efforts and projects funds
from operations (FFO) adjusted gross leverage to increase to 5.5x
in 2015 from 4.8x in 2014. AM is facing competition from
increasing Chinese exports at low prices and pressure on order
volumes as customers adopt a wait-and-see approach.

The current debt protection measures are elevated for its current
rating, which is reflected in the Negative Outlook. However,
Fitch projects AM will deleverage in the next two to three years
and expects FFO adjusted gross leverage to fall below 3x in 2018,
level that is commensurate with a BB+' rating. This is provided
AM successfully executes its current initiatives to preserve cash
and decrease net debt, and that pricing remains stable.

Difficult Market Dynamics

A drop in domestic demand for steel in China (contraction in real
steel demand of 3% up to 4% this year) has led to an increase in
exports at low prices. As a result, AM has lowered its 2015
EBITDA guidance twice to USD5.2 billion-USD5.4 billion, from
USD6.5 billion-USD7 billion at the start of the year.

"While we expect to see continued pressure from Chinese exports,
which could lead to more downside price risk, we anticipate this
will also lead to an increase in protectionist measures against
cheaper steel imports. The impact of these trade defense measures
is yet to be seen and will depend on a number of factors. As a
result, we do not factor in any upside in price from these trade
measures," Fitch said.

Underlying end-market demand for AM's products continue to remain
neutral/positive for 2016 in the NAFTA and Europe and more
difficult in Brazil and some ACIS (Africa & CIS) countries. Fitch
expects AM's total steel shipments in 2015 of around 87mt (up
from 85mt in 2014). For 2016 we project growth of 0.5%, due to
the uncertainty of Chinese steel exports.

Cost-cutting to Support Margins
Fitch considers AM to have an average cost position (higher
second quartile) globally, varying across the key regions in
which it operates. AM has been successful in its cost
optimization programs in Europe and in the mining segment where
the company reduced its iron ore cash cost by 17% yoy (9M15),
higher than its 15% target.

"AM is continuing to implement structural improvements to its
business to reduce its cash requirements. For 2016, the group
expects structural improvements such as a ramp up at Calvert,
Brazil value plan, North American restructuring, new iron ore
contracts (in S.Africa), coke/PCI upgrades, mining unit cost
reductions, South African tariffs and continuing European
transformation plans, which will lead to a USD1 billion
improvement in EBITDA. As a result of these measures, we project
an improvement in EBITDA margin of 1% for 2016," Fitch said.

Cash Preservation Measures

"In addition to cost-cutting measures, AM has implemented a
number of cash preservation measures that will support free cash
flow (FCF) and the company's deleveraging strategy. The company
announced capex cuts, a suspension of dividends, and asset
optimization. We view the steps that management is taking as
positive, reflecting management's commitment to deleverage in the
difficult market environment," Fitch said.

These factors, coupled with our expectations of a more stable
environment at end-2016 to 2017, will result in FFO adjusted
gross leverage of 3x in 2018. This would represent substantial
deleveraging from the expected peak of 5.5x in 201, supporting
its current 'BB+' rating.

In addition, in January 2016 AM's mandatorily convertible notes
(MCNs) of USD2.25 billion (value on balance sheet USD1.8 billion)
will be converted to equity. Previously these MCNs were treated
as 100% debt. After 2016, the conversion into equity will lead to
a net debt decrease of around USD1.8 million (0.4x decrease in
FFO adjusted net leverage).

Significant Scale and Diversification

The ratings continue to reflect AM's position as the world's
largest steel producer. AM is also the world's most diversified
steel producer in product and geography, and benefits from a
solid and increasing level of vertical integration into iron ore.

KEY ASSUMPTIONS

-- Chinses exports continue to impact the market in 2016: Total
    shipments to increase slightly by 0.5%, coupled with a slight
    decline in average steel selling price for 2016.
-- Price stabilisation by end-2016/2017
-- Continued reduction in cash costs in 2016 to support
    profitability
-- Iron ore costs - USD50/t in 2015- 2016, USD55/t in 2017-2018
    and USD60/t long term)
-- Capex of USD2.5bn in 2016
-- Assets sales in 2016
-- No dividends
-- MCNs conversion in January 2016

RATING SENSITIVITIES

Positive: Future developments that could lead to the Outlook
being revised to Stable:

-- Sharper-than-expected cost-cutting, optimization programs
    and price improvements which would translate into stronger
    cash flow generation and hence more rapid deleveraging toward
    FFO gross leverage of 3.0x by end-2016.

-- EBIT margins of at least 5% (2014: 4.2%)

-- Positive FCF across the cycle

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

-- Further material price declines in 2016 vs. 3Q15 prices

-- Inability to execute recently announced cost-cutting/asset
    optimization initiatives

-- EBIT margin below 4%

-- Inability to achieve FFO adjusted gross leverage below 3.0x
    by end-2018

-- Persistently negative FCF

LIQUIDITY

"At September 30, 2015, AM had a cash position on USD3.5 billion
and undrawn long-term credit lines amounting to USD6 billion.
This is more than adequate to cover its short-term debt of USD2.5
billion. We view AM's liquidity as strong, given that they are
actively managing their debt maturity profile and in April 2015
they refinanced and extended USD6 billion of credit lines (USD2.5
billion matures in April 2018, USD3.5 billion matures in April
2020)," Fitch said.

FULL LIST OF RATING ACTIONS

  Long-term IDR affirmed at 'BB+', Outlook changed to Negative
  from Stable

  Short-term IDR affirmed at 'B'

  Senior unsecured rating affirmed at 'BB+'

  Subordinated rating affirmed at 'BB-'


AZELIS FINANCE: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on European chemical distributor
Azelis' holding company, Azelis Finance S.A., and removed the
rating from CreditWatch with negative implications.  The outlook
is stable.

Additionally, S&P assigned its 'B+' issue rating to the proposed
US$460 million first-lien senior secured facilities and its
'CCC+' issue rating to the proposed US$215 million second-lien
term loan.

S&P also affirmed its 'B' issue ratings on the existing EUR180
million term loan B and EUR40 million RCF, and its 'CCC+' issue
ratings on the existing EUR60 million second-lien loan.  S&P
intends to withdraw the ratings on these facilities when the
refinancing transaction is completed.

The issue ratings on the proposed facilities are based on draft
documentation and are subject to S&P's review of the final terms
and conditions.  Any change to the final terms and conditions
could affect the ratings.

"The affirmation reflects our view that, following the
acquisition of KODA, Azelis' business risk profile will benefit
from increased scale and scope, with EBITDA doubling to about
EUR100 million.  We anticipate that Azelis will become one of the
two largest specialty chemicals distributors globally, just
behind IMCD (not rated).  In our view, the acquisition will lead
to a material improvement in diversity, with sales split broadly
between Europe and North America.  We also anticipate that the
company's global reach would reinforce its market position and
relationship with suppliers and principals, and create cross-
selling opportunities. We expect the integration risks to be
moderate given the highly complementary nature of the
acquisition.  Additionally, we expect the business risk profile
to benefit from a highly flexible cost structure and low capital
intensity, as well as relatively stable profit margins and cash
flows stemming from company's ability -- similar to other
chemical distributors -- to pass chemical price fluctuations on
to customers.  Accordingly, we revised our assessment of Azelis'
business risk profile to "fair" from "weak"," S&P said.

That said, and notwithstanding the significant increase in EBITDA
as a result of the acquisition, S&P believes Azelis will remain a
niche player, with scale and market position weaker compared to
larger peers that combine distribution of commodity and specialty
chemicals, such as Univar Inc. and Brenntag AG.  S&P also
considers its combined EBITDA margin to be average for the
industry.  Azelis still needs to establish a track record of
integration success and cross-selling synergies.

S&P's base-case scenario assumes:

   -- Combined revenue growth of about 1.5x GDP growth in the
      respective markets, factoring in chemical demand trends
      that exceed EBIDA growth, outsourcing trends, and cross-
      selling opportunities, stemming from the acquisition.

   -- Broadly stable EBITDA margins of about 6%.

   -- No major nonrecurring items in 2016-2017.

   -- Capital expenditure (capex) of about EUR4 million-EUR5
      million per year.

   -- Modest bolt-on acquisitions.

   -- Moderate working capital outflows relating to revenue
      growth.

Under these assumptions, S&P anticipates an adjusted debt-to-
EBITDA ratio of about 6x in 2016 and below 6x in 2017.  S&P also
factors into its analysis the company's funds from operations
(FFO) cash interest coverage ratio of about 2x, which S&P views
as comfortable, notably when taking into account the company's
minimal capex needs.  S&P understands that the KODA transaction
will be financed with an additional $198 million of preference
shares, which S&P anticipates will qualify as equity under its
criteria.

The stable outlook reflects S&P's expectation that KODA will be
successfully integrated and that combined margins will be about
6% in the next couple of years.  This factors in steady growth
prospects for chemical distribution, as well as some cross-
selling synergies.  Therefore, S&P anticipates that the company
should be able to maintain a ratio of adjusted debt to EBITDA of
5.5x-7.0x and FFO to cash interest of above 2x, which S&P
considers commensurate with the rating.  These expectations take
into account the company's strengthened "fair" business risk
profile, together with perceived adequate free operating cash
flow (FOCF), underpinned by very low capex requirements.  S&P
sees financial headroom as comfortable, with leverage expected to
be 6x or below, under S&P's base case.

S&P could lower the rating if leverage increases, with adjusted
debt to EBITDA exceeding 7x as a result of releveraging by the
private equity sponsor or -- although less likely -- a material
acquisition.  A material underperformance relative to S&P's
forecast, for example if adjusted EBITDA fell well short of
EUR100 million in 2016-2017, could also weigh on the rating.

S&P sees limited likelihood of an upgrade in the near term due to
Azelis' private equity ownership and related policy of keeping a
high leverage.  However, the company's improved business risk
profile could result in a higher rating if adjusted debt to
EBITDA came down sustainably to 4.5x-5.5x, combined with
sufficiently supportive financial policies.  This, together with
consistent FOCF generation and FFO cash interest coverage above
2.5x, could lead to an upgrade.



===========
N O R W A Y
===========


NORSKE SKOGINDUSTRIER: Urges Bondholders to Extend Maturities
-------------------------------------------------------------
Jonas Bergman and Luca Casiraghi at Bloomberg News report that
Norske Skogindustrier ASA asked holders of bonds due in the next
two years to extend maturities and change terms to avoid a
broader restructuring.

According to Bloomberg, a statement said the Norwegian papermaker
wants holders of its EUR108 million (US$115 million) of unsecured
notes maturing in 2016 to switch into new securities due June
2019.  Investors in its EUR212 million of unsecured notes
maturing in 2017 were offered a mix of new bonds due in June 2026
and perpetual notes, Bloomberg relays.

Investors have until Dec. 16 to agree to the swap, Bloomberg
discloses.

"A successful exchange will protect the value for all
stakeholders," Bloomberg quotes Norske Skog as saying in the
statement.  "An unsuccessful exchange would raise the prospect
for implementation of a contingency plan" that "would likely
result in a comprehensive balance sheet restructuring and a
significant or total loss in value for 2016 and 2017 notes."

Norske Skog ended negotiations with material holders of the bonds
without agreement last month and said it was considering several
options to reduce debt, Bloomberg recounts.

Norske Skogindustrier ASA or Norske Skog, which translates as
Norwegian Forest Industries, is a Norwegian pulp and paper
company based in Oslo, Norway and established in 1962.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 10,
2015, Standard & Poor's Ratings Services said it has raised its
long-term corporate credit rating on Norwegian paper producer
Norske Skogindustrier ASA to 'CCC+' from 'SD' (selective
default).  S&P said the outlook is negative.

On March 2, 2015, the Troubled Company Reporter-Europe reported
Moody's Investors Service affirmed Norske Skogindustrier ASA's
long term corporate family rating at Caa2 and upgraded the
Probability of Default Rating (PDR) to Caa2-PD/ LD (limited
default) from Ca-PD.  The action follows the completion of the
debt exchange offer, as announced on Feb. 23, 2015, which
qualifies as distressed exchange under Moody's definition.
Moody's said the outlook is negative.


PETROLEUM GEO-SERVICES: S&P Lowers CCR to 'B', Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Norway-based seismic group Petroleum
Geo-Services ASA (PGS) to 'B' from 'B+'.  The outlook is
negative.

At the same time, S&P lowered its issue rating on PGS'
US$400 million seven-year term loan to 'B' from 'B+'.  The
recovery rating is unchanged at '3', reflecting S&P's expectation
of recovery in the higher half of the 50%-70% range.

S&P also lowered its issue rating on PGS' US$450 million
unsecured notes to 'B' from 'B+'.  The recovery rating is
unchanged at '4', reflecting S&P's expectation of recovery in the
lower half of the 30%-50% range.

The downgrade stems from S&P's view that PGS' financial
performance will deteriorate markedly during the remainder of
2015 and in 2016.  This is because S&P believes PGS will continue
to suffer from difficult market conditions, characterized by an
unfavorable supply-demand balance and depressed oil prices, as
well as very low visibility on future cash flows.  S&P therefore
now forecasts PGS' funds from operations (FFO) to debt at about
10% (compared with about 15% in S&P's previous base case) and
debt to EBITDA at 6x-7x on average in 2015-2016.  Moreover, S&P
thinks that PGS' free operating cash flow (FOCF) will turn
materially negative in 2016-2017 because PGS will extend its
fleet with two new-build vessels to be put into commercial use in
the first quarter of 2016 and the first quarter of 2017,
respectively.

These credit measures are not commensurate with a 'B+' rating.
S&P has also revised its assessment of PGS' financial risk
profile to "highly leveraged" from "aggressive" to reflect S&P's
more pessimistic forecasts.  S&P has selected the lower of the
two possible anchors 'b/b-', given PGS' relatively weak credit
metrics in the "highly leveraged" category.

S&P has revised downward some of our assumptions following the
company's performance in the first nine months of 2015, taking
into account S&P's view of market conditions.  In particular, S&P
now forecasts Standard & Poor's-adjusted EBITDA will be about
US$250 million in 2015, compared with US$250 million-US$300
million previously, followed by US$200 million-$300 million in
2016, compared with US$350 million-US$450 million previously.  To
derive S&P's adjusted EBITDA figure, it combines its projections
of reported EBITDA (close to $500 million in 2015 and US$450
million-US$550 million in 2016) with operating leases of
approximately US$50 million annually.  S&P then deducts its
forecast of capitalized multiclient investments at approximately
US$300 million annually in 2015-2016.  S&P estimates adjusted net
debt will be about US$1.5 billion-US$1.6 billion in 2015-2016,
including at least US$250 million in adjustments annually, the
majority of which relate to operating leases.

S&P notes that PGS and some of its key competitors have recently
announced a further reduction in the number of active vessels
because they plan to retire less profitable vessels as contracts
expire.  However, S&P thinks this might not materially improve
pricing levels globally and that the seismic industry will remain
very competitive over the next few years.

"Our assessment of PGS' business risk profile as "weak" takes
into account the intensely competitive and capital-intensive
nature of the seismic industry, which we view as highly cyclical.
This is especially true for the volatile marine segment in which
PGS' operations are concentrated.  We consider revenue-generation
visibility to be relatively low and typically very limited after
six months.  Also, as a result of vessel overcapacity and
pressure on margins, we expect potentially severe downward
pressure on prices.  We see PGS' exposure to the volatile capital
spending and profits of oil exploration and production companies
as one of its main business risks.  Another key constraint
relates to PGS' lack of operational diversity.  In our opinion,
PGS' key business strengths include its important global position
within the consolidated marine sector, supported by its
relatively competitive 12-vessel fleet.  PGS is one of only three
main global players, alongside CGG and WesternGeco.  We
understand that PGS' contract backlog amounted to about $245
million on Sept. 30, 2015, down from about $400 million at year-
end 2014.  In our view, this constitutes only limited revenue
visibility, as is typically the case in the industry," S&P said.

"We assume that PGS will complete the construction of two vessels
in 2016-2017, and we note that it already has export-finance
funding facilities in place.  We anticipate, however, that this
will not materially improve PGS' credit metrics because lower
prices, weaker demand, and higher debt in 2016 will likely offset
the increase in revenues once the new vessels are fully
operational.  Moreover, we see execution risks relating to
capacity utilization rates, given challenging industry conditions
and no firm contracts for the new vessels.  PGS' reported capital
spending will likely reduce materially in 2015.  We note that,
according to PGS' recent announcement, no dividend will be paid
in 2016, which we view as positive, since the difficult market
conditions will likely persist for several quarters," S&P noted.

PGS secured about Norwegian krone (NOK) 920 million (about $100
million) of new equity on Nov. 12, 2015, through a private
placement, which S&P believes bolsters its liquidity position.
S&P understands the company aims to keep this amount on the
balance sheet, which it thinks is prudent, but it could also be
used to acquire seismic assets as opportunities arise.

S&P takes into account that PGS' reported credit measures are
much stronger than its adjusted figures, which are depressed by
S&P's operating lease adjustment.  In addition, S&P assumes that
PGS' management will continue to take actions to maintain the
company's credit quality, including further cost cuts or equity
issuance. These factors lead S&P to take a positive view of PGS
in S&P's comparable ratings analysis, resulting in one notch of
uplift to the 'b-' anchor.

"We assess PGS' liquidity as "adequate" under our criteria.  We
calculate that the company's liquidity sources will exceed uses
by 1.8x in the 12 months started Oct. 1, 2015.  We do not believe
PGS' liquidity qualifies as "strong" because we foresee less than
30% headroom on the recently reset maintenance leverage
covenants, which require maximum reported debt to EBTIDA of 4.0x.
Moreover, we don't think that PGS has a relatively high standing
in credit markets and we perceive cash flows as volatile," S&P
said.

Supports for S&P's "adequate" liquidity assessment include its
view of PGS':

   -- Demonstrated ability to raise equity and obtain covenant
      resets in a timely manner;

   -- Very long-dated weighted-average debt maturity, with
      limited amortization before 2018; and

   -- Sound relationships with its banks.

PGS' principal liquidity sources for the 12 months started
Oct. 1, 2015, include:

   -- Unrestricted cash of US$82 million.  S&P considers US$60
      million-US$70 million in cash unavailable for debt
      repayment because of an ongoing legal dispute;

   -- About US$630 million available on credit facilities
      (US$410 million under a revolving line maturing in 2018 and
      about US$220 million in export credit facilities maturing
      in 2027);

   -- S&P's estimate of unadjusted FFO of US$425 million-
      US$475 million for the next 12 months; and

   -- The new equity of about NOK920 million from a private
      placement completed in November 2015.

Principal liquidity uses for the 12 months started Oct. 1, 2015
include:

   -- Total capital spending of US$550 million-US$600 million,
      including multiclient spending;

   -- Debt of approximately US$35 million-US$40 million maturing
      within 12 months;

   -- Working capital outflows not surpassing US$75 million; and

   -- Minimal dividend payments.

The negative outlook reflects the possibility of a further
downgrade if PGS' credit metrics weaken more than S&P
anticipates, given the difficult industry conditions.  S&P
considers visibility of PGS' cash flow to be poor, and it
forecasts FFO to debt at about 10% and negative FOCF on average
in 2015-2016.  S&P factors in PGS' plans for two new-build
vessels in 2016 and 2017, which it thinks will hamper its ability
to reduce capital expenditures.  S&P anticipates that PGS could
fail to adhere to its financial targets, including keeping
reported net debt to EBITDA below 2.0x.

S&P could lower the rating if it anticipates that PGS will suffer
a sustainable increase in leverage beyond 7x, alongside
materially negative reported FOCF.  This could happen if PGS'
revenues or margins drop sharply due to deteriorating market
conditions, or if margins decline more than S&P anticipates, due,
for instance, to operational issues, competitive pressure, or an
unfavorable supply-demand balance.

S&P could revise the outlook to stable if it sees a pickup in
demand for seismic services, further reduction in global supply,
or a stronger order backlog.  A sustainable increase of FFO to
debt to at least 12%, and debt to EBITDA of about 5x on average,
would also support such an outlook revision.  Moreover, S&P would
need to see management's continued commitment to its financial
policies, including maintaining reported net debt to EBITDA below
2.0x.



=============
R O M A N I A
=============


ROMANIA: Insolvency Rate 4 Times Higher Than The Regional Average
-----------------------------------------------------------------
Romania-Insider.com reports that Romania has an insolvency
incidence over four times higher than the Central and Eastern
European (CEE) average, according to a study by Coface.

Romania-Insider.com relates that about 45 of 1,000 active
companies in Romania entered insolvency in 2014, the highest rate
in the region. Serbia came second, with 41 insolvencies for each
1,000 companies, followed by Hungary, with 29.

At the other end, Poland only had 0.5 insolvencies for each 1,000
companies, while the regional average was 10, the report
discloses.

The report notes that one of the main causes for the high
insolvency incidence in Romania is that, in the 2008-2013 period,
many companies have borrowed money to finance long term
investments, which haven't immediately generated higher revenues.
On the contrary, their average revenues have declined while the
expenses haven't been adjusted accordingly, which has led to
higher losses, the report relays.

Coface said that at the same time, many companies faced longer
invoice payment terms from clients and had to borrow money to
cover their short-term liquidity needs, according to the report.

The study also shows that the number of large companies (with
over EUR 1 million turnover) going into insolvency started to
increase again this year, after going down last year, Romania-
Insider.com adds.



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


ANTARES LLC: Placed Under Provisional Administration
----------------------------------------------------
The Bank of Russia, by its Order No. OD-3155 dated November 12,
2015, took a decision to appoint from November 12, 2015, a
provisional administration to Insurance Company ANTARES LLC.

The decision to appoint a provisional administration was taken
due to the suspension of the Company's insurance license and
reinsurance license (Bank of Russia Order No. OD-2546, dated
September 24, 2015).

The powers of the executive bodies of the Company are suspended.

Mikhail Storozhuk, a member of the non-profit partnership Self-
Regulatory Organisation of Receivers of SEMTEK, has been approved
as a head of the provisional administration of the Company.


MAYAK LLC: Placed Under Provisional Administration
--------------------------------------------------
The Bank of Russia, by its Order No. OD-3159 dated November 12,
2015, took a decision to appoint from November 12, 2015, a
provisional administration to Insurance Company Mayak LLC.

The decision to appoint the provisional administration was taken
due to the suspension of the Company's insurance license (Bank of
Russia Order No. OD-2549, dated September 24, 2015).

The powers of the executive bodies of the Company are suspended.

Olesya V. Romanchuk, member of the independent partnership
Siberian Guild of Receivers, has been appointed as a head of the
provisional administration.


OTCHIZNA LLC: Placed Under Provisional Administration
-----------------------------------------------------
The Bank of Russia, by its Order No. OD-3154 dated November 12,
2015, took a decision to appoint from November 12, 2015, a
provisional administration to Insurance Company Otchizna, LLC.

The decision to appoint the provisional administration was taken
due to the suspension of the Company's insurance license (Bank of
Russia Order No. OD-2618, dated September 30, 2015).

The powers of the executive bodies of the Company are suspended.

Dmitry V. Andreyev, member of the non-profit partnership
Receivers' Union Avangard, has been appointed as a head of the
provisional administration.


PREFERRED RESIDENTIAL 05-2: Fitch Affirms CCC Rating on FTC Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed 35 and upgraded one tranche of the
Preferred Residential Securities (PRS) RMBS series. The
transactions comprise UK non-conforming residential mortgages
originated by Preferred Mortgages Limited.

KEY RATING DRIVERS

Strong Credit Enhancement (CE)

The combination of sequential amortization and non-amortizing
reserve funds has led to a substantial build-up in CE available
to the most senior notes. Fitch deems the current CE to be
sufficient to withstand the 'AAAsf' rating stresses applied in
its analysis, as reflected in the affirmations.

The upgrade of the class E notes of Preferred 8 reflects the
build-up in CE over the past 12 months, which allows the notes to
sustain stresses associated with higher ratings.

Stable Performance

The transactions have reported stable asset performance over the
past year. Delinquent loans in arrears by more than three months,
excluding loans with properties in possession have decreased to
between 18.6% and 21.1% from between 20.1% and 21.6% (PRS 06-1
and PRS 05-2). Although these levels are decreasing they still
remain well above the Fitch UK non-conforming index of 9.7%. The
build-up in late-stage arrears is driven by the servicer's
decision to apply more stringent foreclosure practices. This is
also evident from the marginal increase in the outstanding
balance of loans associated with properties taken into possession
as a proportion of the original collateral balance, which in the
past 12 months went up to 11.7% and 16.7% from 11.6% and 16.6% in
PRS 8 and PRS 05-2, respectively.

Recovery Expectations Reduced

Fitch has reduced its standard recovery expectations in all
transactions based on the recovered amount from properties sold
to date. Estimated recovery rates were between 74.5% (PRS 06-1)
and 82.7% (PRS 8). Given the performance of the transactions and
the strong credit enhancement, the reduction in recoveries had no
impact on the ratings.

RATING SENSITIVITIES

The transactions are backed by floating-interest-rate loans. In
the current low interest rate environment, borrowers are
benefiting from low borrowing costs. An increase in interest
rates could lead to performance deterioration of the underlying
assets and consequently downgrades of the notes if defaults and
associated losses exceed those of Fitch's stresses.

As the reserve fund is the only source of credit enhancement for
the class E notes of PRS 8, the rating of the notes is now capped
at the Long-term Issuer Default Rating of the account bank
(Barclays Bank plc); currently implying a cap of 'A'/Stable.

The proposed criteria, if adopted, will lead to smaller loss
expectations for all types of mortgage portfolios. As a result,
Fitch expects all outstanding UK RMBS and CVB ratings to either
be affirmed or upgraded. If the current criteria are updated
after considering market feedback, Fitch will review all existing
UK RMBS ratings within six months of the new criteria
publication.

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
pools and the transactions. 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 pools ahead of the transactions'
initial closing. The subsequent performance of the transactions
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.

The rating actions are as follows:

Preferred Residential Securities 05-1 PLC
Class A2c (ISIN XS0217069656): affirmed at 'AAAsf'; Outlook
Stable
Class B1a (ISIN XS0217637213): affirmed at 'AAAsf'; Outlook
Stable
Class B1c (ISIN XS0217069813): affirmed at 'AAAsf'; Outlook
Stable
Class C1c (ISIN XS0217070076): affirmed at 'AAAsf'; Outlook
Stable
Class D1c (ISIN XS0217070829): affirmed at 'BBBsf'; Outlook
Stable
Class E (ISIN XS0217071041): affirmed at 'Bsf'; Outlook Stable

Preferred Residential Securities 05-2 PLC
Class A2a (ISIN XS0234203684): affirmed at 'AAAsf'; Outlook
Stable
Class A2c (ISIN XS0234204732): affirmed at 'AAAsf'; Outlook
Stable
Class B1a (ISIN XS0234207594): affirmed at 'AAAsf'; Outlook
Stable
Class B1c (ISIN XS0234208485): affirmed at 'AAAsf'; Outlook
Stable
Class C1a (ISIN XS0234209020): affirmed at 'AAsf'; Outlook Stable
Class C1c (ISIN XS0234209459): affirmed at 'AAsf'; Outlook Stable
Class D1c (ISIN XS0234212594): affirmed at 'BBsf'; Outlook Stable
Class E1c (ISIN XS0234213642): affirmed at 'Bsf'; Outlook Stable

Preferred Residential Securities 06-1 PLC
Class A2a (ISIN XS0243656625): affirmed at 'AAAsf'; Outlook
Stable
Class A2b (ISIN XS0243704532): affirmed at 'AAAsf'; Outlook
Stable
Class A2c (ISIN XS0243663837): affirmed at 'AAAsf'; Outlook
Stable
Class B1a (ISIN XS0243655577): affirmed at 'AAAsf'; Outlook
Stable
Class B1c (ISIN XS0243665022): affirmed at 'AAAsf'; Outlook
Stable
Class C1a (ISIN XS0243658670): affirmed at 'AAsf'; Outlook Stable
Class C1c (ISIN XS0243665964): affirmed at 'AAsf'; Outlook Stable
Class D1a (ISIN XS0243659728): affirmed at 'BBsf'; Outlook Stable
Class D1c (ISIN XS0243666939): affirmed at 'BBsf'; Outlook Stable
Class E1c (ISIN XS0243669529): affirmed at 'Bsf'; Outlook Stable
Class FTc (ISIN XS0243675336): affirmed at 'CCCsf'; Recovery
Estimate revised to 75% from 50%

Preferred Residential Securities 8 PLC
Class A1a1 (ISIN XS0198309691): affirmed at 'AAAsf'; Outlook
Stable
Class A1a2 (ISIN XS0198313024): affirmed at 'AAAsf'; Outlook
Stable
Class A1b (ISIN XS0198313610): affirmed at 'AAAsf'; Outlook
Stable
Class A1c (ISIN XS0198318171): affirmed at 'AAAsf'; Outlook
Stable
Class B1a (ISIN XS0198318411): affirmed at 'AAAsf'; Outlook
Stable
Class B1c (ISIN XS0198318841): affirmed at 'AAAsf'; Outlook
Stable
Class C1a (ISIN XS0198319062): affirmed at 'AAAsf'; Outlook
Stable
Class C1c (ISIN XS0198319229): affirmed at 'AAAsf'; Outlook
Stable
Class D1a (ISIN XS0198319575): affirmed at 'Asf'; Outlook Stable
Class D1c (ISIN XS0198319906): affirmed at 'Asf'; Outlook Stable
Class E (ISIN XS0198320409): upgraded to 'Asf' from 'BBB+sf';
Outlook Stable


REGION BROKER: S&P Assigns 'B-/C' Counterparty Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-/C' long- and
short-term foreign and local currency counterparty credit ratings
to REGION Broker Co. LLC.  The outlook is stable.

S&P also assigned a Russia national scale rating of 'ruBBB' to
the company.

S&P believes that REGION Broker is a core subsidiary of REGION
Investment Co. AO, being responsible for two key lines of
operations: brokerage and debt capital market services.  The
entity is a licensed securities market company in Russia, ranking
among the top 10 companies in terms of volume.  It is supervised
by the Russian Central Bank.

REGION Broker represented about 37% of the group's balance sheet
and 17% of the group's equity as of year-end 2014.  While it is
more prone to build up leverage than the rest of the group, due
to the dynamics of its clients' actions, S&P believes that REGION
Broker prudently manages this risk by placing most of its excess
funds in current accounts with banks.  This leads to a risk-
adjusted capital (RAC) ratio for the company of 4.0% as of year-
end 2014, which is comparable with the 4.25% RAC ratio for the
group as a whole.  S&P believes that REGION Broker will remain
well capitalized as the group intends to keep profits at the
company level.

S&P believes that REGION Broker's operations are fully integrated
with the group's, including risk management, operational
procedures, and client relations. Strategic decision-making is
also well aligned with that of the group.

The stable outlook on REGION Broker mirrors that on REGION
Investment Co. and reflects S&P's opinion that the group's
franchise and financial profile would remain resilient to a
potential further deterioration of the economic environment in
Russia.

S&P may revise the outlook to positive if it sees the group
moderating its risk appetite and maintaining at least moderate
capitalization, with S&P's RAC ratio sustainably exceeding 5%.  A
positive rating action may also follow if S&P sees improvement in
the industry's general operating conditions or if it considers
that the new regulation from the Russian Central Bank adds to the
stability of the sector.

S&P may revise the outlook to negative if it sees the group
materially increasing its risk appetite, leading to a decline in
the RAC ratio to less than 3%, or if S&P sees that the liquidity
cushion is insufficient to withstand potential repayments on
wholesale debt.


REGION INVESTMENT: S&P Affirms 'B-/C' Counterparty Credit Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on REGION
Investment Co. AO to stable from negative and affirmed its
foreign and local currency long- and short-term counterparty
credit ratings on the company at 'B-/C'.

At the same time, S&P raised the Russia national scale rating on
REGION to 'ruBBB' from 'ruBBB-'.

S&P also affirmed its 'B-' ratings on the notes issued by REGION
Capital LLC and guaranteed by REGION and raised S&P's Russia
national scale ratings on these notes to 'ruBBB' from 'ruBBB-'.

S&P believes that REGION has improved its capitalization over the
course of 2015 and that this improvement is sustainable.  While a
significant portion of this came from one-off foreign currency
gains on the back of a sharp devaluation of the Russian ruble
exchange rate in late 2014, REGION has managed to maintain
reasonable levels of profitability.  Return on equity for the
first half of 2015 was over 30%, and S&P believes REGION will
remain reasonably profitable for the whole of 2015.  Based on
available unaudited managerial accounts, S&P estimates its risk-
adjusted capital (RAC) ratio to have improved to the 4.7%-5.0%
range as of June 30, 2015, versus 4.25% as of the end of 2014.

S&P understands that the group does not expect to increase
leverage significantly above current levels in 2015 or early
2016, which broadly corresponds to a RAC ratio of above 4%.  S&P
believes that this level of capitalization balances the risks of
the deteriorating economic environment in Russia.

S&P notes at the same time that involvement of REGION in large
client-tailored deals continues to constrain S&P's assessment of
capitalization.  In particular, S&P believes that its capital
model may not fully capture the risks associated with these
transactions, despite the precautions taken by the group.  In
S&P's opinion, the group's reliance on more volatile transaction-
driven profits (which amount to over 70% of the total) adds to
this constraint, despite a certain degree of flexibility in
expenses, as around 30% of administrative expenses are
represented by bonuses.

The stable outlook on REGION reflects S&P's opinion that the
group's franchise and financial profile would remain resilient to
a potential further deterioration of the economic environment in
Russia.

S&P may revise the outlook to positive if it sees REGION
moderating its risk appetite and maintaining at least moderate
capitalization, with S&P's RAC ratio sustainably exceeding 5%.  A
positive rating action may also follow if S&P sees improvement in
the general operating conditions for the industry or if S&P
considers that the new regulation from the Russian Central Bank
adds to the stability of the sector.

S&P may revise the outlook to negative if it sees REGION
materially increasing its risk appetite and leverage, leading to
a decline in the RAC ratio to less than 3%, or if S&P sees that
the liquidity cushion is insufficient to withstand potential
repayments on wholesale debt.  A negative rating action may also
take place if S&P sees that risks coming from large client-
tailored transactions materialize.


SUN LIFE PENSION: Bank of Russia Ends Provisional Administration
----------------------------------------------------------------
The Bank of Russia, in compliance with Paragraph 4 of Clause 1.2
of the Regulation on the provisional administration to manage a
non-governmental pension fund approved by FSFM of Russia Order
No. 09-6/pz-n, dated March 3, 2009, took a decision to terminate
the activity of the provisional administration of the joint-stock
company Non-governmental Pension Fund Sun Life Pension.


SUNNY TIME: Bank of Russia Ends Provisional Administration
----------------------------------------------------------
The Bank of Russia, in compliance with Paragraph 4 of Clause 1.2
of the Regulation on the provisional administration to manage a
non-governmental pension fund approved by FSFM of Russia Order
No. 09-6/pz-n, dated March 3, 2009, took a decision to terminate
the activity of the provisional administration of the joint-stock
company Non-governmental Pension Fund Sunny Time.



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


UKRAINE: Russia Proposes Restructuring of US$3-Bil. Bond
--------------------------------------------------------
Kathrin Hille, Neil Buckley and Shawn Donnan at The Financial
Times report that Russia has proposed a restructuring of the
$3 billion bond owed to it by Ukraine, an about-turn from
Moscow's earlier insistence of full repayment next month.

The move offers a glimmer of hope that Russia and Ukraine can
avoid a legal clash over the debt -- a threat raised after Russia
refused to participate in the US$18 billion restructuring deal
Kiev reached with other creditors a month ago, the FT notes.
However, question marks hang over the Russian offer as President
Vladimir Putin made clear that he expects the International
Monetary Fund to guarantee the debt, the FT says.

Mr. Putin, as cited by the FT, said Russia was offering to let
Ukraine repay in three annual US$1 billion tranches from 2016.

"We have not just agreed to restructure the Ukrainian debt but we
have proposed better conditions than the IMF requested from us,"
the FT quotes Mr. Putin as saying.  "If our partners are
convinced that the creditworthiness of the Ukrainian state will
improve -- and the fact that they are [trying to] convince us of
that means that they believe it -- then they should give
guarantees."

An IMF spokesperson called Moscow's proposal a positive step, the
FT relays.

"The details would now need to be discussed between the Russian
authorities and the Ukrainian authorities.  We await the outcome
of those discussions," the spokesperson, as cited by the FT,
said.

Ukraine's finance ministry said it had "not yet received any
direct information" about Russia's restructuring proposal, and
had no immediate comment, the FT relates.



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


AUTOVIA DEL NOROESTE: S&P Affirms 'BB+' Rating on Sr. Sec. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on the proposed EUR54 million fixed-rate senior
secured bonds due 2025 to be issued by Spain-based limited-
purpose entity Autovia del Noroeste Concesionaria de la Comunidad
Autonoma de la Region de Murcia, S.A. (ProjectCo).  The
preliminary long-term rating on the senior secured bonds was
affirmed at 'BB+'.  The preliminary '2H' recovery rating remains
unchanged.

The final rating will depend on receipt and satisfactory review
of all final transaction documentation, including legal opinions.
Accordingly, the preliminary rating should not be construed as
evidence of final rating.  If Standard & Poor's does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, Standard & Poor's
reserves the right to withdraw or revise its rating.

The outlook revision stems from the settlement of the dispute
between ProjectCo and the regional government of Murcia
(Comunidad Autonoma de la Region de Murcia; CARM) regarding the
major maintenance expenditure profile for the C-415 road project.

In 1999, ProjectCo entered into a concession with CARM for the
construction, operation, and maintenance of C-415, a shadow toll
road in southeastern Spain.  The project receives revenues from
CARM, which are based on a banding mechanism (shadow toll road).

Stretching 62.4 kilometers, the C-415 toll road replaced the
existing one and upgraded it to dual carriageway, with two lanes
in each direction.  The project has been in operation since
October 2001.

ProjectCo intends to refinance the transaction through the
proposed bond issuance.

Operations phase.

S&P assesses the operations phase stand-alone credit profile
(SACP) as 'bb+'.  The key elements used to derive this are:

   -- S&P's expectation of strong operating performance, given
      the project's simple service requirements;

   -- The project's lack of material market exposure, given that
      traffic is well-above the maximum band.  As a result,
      revenues are not sensitive to likely changes in traffic
      volumes;

   -- Operations and maintenance being undertaken in-house by
      ProjectCo;

   -- Minimum debt service coverage ratios (DSCR) of 1.19x and an
      average of 1.24x under S&P's base case.  The minimum DSCR
      has been maintained by adapting the debt repayment to meet
      the new capital expenditure profile;

   -- The relationship between ProjectCo and CARM is still a
      concern, although the parties have settled the dispute
      regarding the project's major maintenance expenditure
      profile; and

   -- The preliminary rating being capped by our assessment of
      the creditworthiness of the irreplaceable revenue
      counterparty, CARM.

Revenue counterparty.

All of ProjectCo's revenues are sourced from the concession
agreement with CARM.  Therefore, S&P considers the authority to
be an irreplaceable counterparty and believes it will remain
important throughout the project's life.  As S&P's assessment of
the creditworthiness of CARM is lower than the preliminary
operations-phase SACP before the counterparty analysis, CARM
constrains the preliminary rating on ProjectCo's debt.

Operations counterparties.

Operations and maintenance are undertaken in-house by the
sponsors' own service personnel.

Financial counterparties.

The project's financial counterparty does not constrain the
rating.  The project bank account provider is Banco Santander
S.A. (A-/Stable/A-2), and the replacement language included in
the transaction documentation is consistent with S&P's criteria.

Liquidity.

S&P's liquidity assessment is neutral, based on the inclusion of:

   -- A six-month debt service reserve account; and

   -- A major maintenance reserve with funds equivalent to 100%
      of the first year of major maintenance expenses, 66% of the
      second year and 33% of the third year.

Following the settlement of the dispute, the dedicated reserve to
cover a potential penalty (EUR0.9 million) was removed.

The stable outlook follows the settlement of the dispute between
ProjectCo and CARM regarding the major maintenance expenditure
profile for the C-415 project.  In addition, S&P's preliminary
issue rating on the proposed senior secured bonds is currently
constrained by S&P's assessment of the creditworthiness of CARM,
the sole provider of the revenues.  Therefore, the stable outlook
reflects S&P's view of CARM's creditworthiness.

S&P could raise the preliminary rating if CARM's creditworthiness
improves and the project demonstrates that it can sustain DSCRs
in line with S&P's current expectations over the life of the
debt.

S&P could lower the preliminary rating if CARM's creditworthiness
were to deteriorate or if the forecasted minimum annual DSCR
deteriorates below 1.15x, as per S&P's criteria.



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


UKRAINE: Deposit Guarantee Fund Files Suits Against Failed Banks
----------------------------------------------------------------
Ukrainian News Agency reports that the Deposit Guarantee Fund has
lodged lawsuits to law-enforcement agencies against owners and
top managers of insolvent and under-liquidation banks for UAH80
billion.

"Eighty billion hryvnias.  This is the sum we demand as
restitution.  This money was lost or stolen along of actions or
inaction of these banks' owners," Fund Managing Director
Kostiantyn Vorushylin, as cited by Ukrainian News, said in an
interview for UA|TV.

In all, he says, the Fund submitted round 2,000 applications over
the last 18 months, Ukrainian News relays.

The Deposit Guarantee Fund has received yet another tranche of
UAH3.5 billion to pay compensations to insolvent banks'
depositors, Ukrainian News discloses.



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


CODERE FINANCE: Seeks US Recognition of UK Restructuring Scheme
---------------------------------------------------------------
Codere Finance (UK) Limited is seeking recognition in the United
States of a voluntary restructuring proceeding through a scheme
of arrangement with its creditors pending before the Chancery
Division (Companies Court) of the High Court of Justice of
England and Wales.  A scheme of arrangement allows companies to
effect compromises or arrangements, including restructuring their
liabilities, with their members or creditors.

David Jimenez Marquez, the duly appointed foreign representative
of Codere Finance, filed under Chapter 15 of the Bankruptcy Code
to ensure that no creditors can bypass the effect of the Scheme
by commencing litigation or taking other actions in the United
States to obtain a greater recovery than other, similarly
situated creditors.

Court documents indicate that the overwhelming majority of Codere
UK's creditors are the holders of its US$300,000,000 in 9.25%
Notes due 2019 and its EUR760,000,000 in 8.25% Notes due 2015.
Codere UK has no other financial debt.

According to Mr. Marquez, Codere UK has assets in the Southern
District of New York in the form of $50,000 currently on deposit
in a Wachtell, Lipton, Rosen & Katz client trust account at the
New York, New York branch of JPMorgan Chase Bank, N.A.  He added
that the Indentures and the Notes are, by their terms, governed
by New York law.

Codere UK is a direct, wholly owned subsidiary of Codere
S.A.("Holdco," together with its direct and indirect
subsidiaries, "Codere" or the "Group"), which is incorporated
under the laws of Spain.  Approximately 51.35% of the shares of
Holdco are owned by Masampe Holding B.V., a Dutch private limited
company, 30.87% are owned by the public, and the remaining 17.78%
are held by members of the Martinez Sampedro family.  The
business of the Group is focused on multi-national gaming
activities.

The Restructuring to be facilitated by the Scheme is proposed to
(i) provide a comprehensive solution to the financial problems
faced by the Group and (ii) maximize recovery for the
Noteholders. Approximately 95.1% of the Noteholders have agreed
to support the Restructuring at this time, according to Court
documents.

                The Group's Financial Situation

For the 12 months ending June 30, 2015, the Group generated
operating revenue of EUR1,534.6 million and EBITDA of EUR280.5
million.  Argentina, Mexico, Italy, and Spain accounted for
EUR259.3 million, or approximately 92%, of the Group's EBITDA for
the 12-month period ending June 30, 2015.

According to Mr. Marquez, the last few years have been difficult
for the Group.  In the 12 months ending June 30, 2015, the Group
derived 44% of its consolidated adjusted EBITDA (before corporate
overhead) from operations in Argentina.  However, he said, the
operating environment in Argentina has been, and remains,
challenging and unpredictable, due principally to the unstable
macroeconomic conditions.

Mr. Marquez also said other factors that have affected the
Group's performance include the effects of the economic recession
in Europe and the introduction of anti-smoking regulations in
places where the Group has operations.

In 2013, the Group generated operating revenue of EUR1.5 billion
and EBITDA of EUR206 million, compared to EUR287 million in the
same period in 2012, an EBITDA decrease of 28%.

As a result of those events, projected short-term liquidity, and
impending debt maturities, the board of directors of Holdco filed
for protection under Article 5 bis of the Spanish Insolvency Law
(pre concurso) on Jan. 2, 2014.  Some of the Spanish sub-holding
companies within the Group also filed for such protection in
early February 2014.  This afforded those companies the time to
continue to negotiate the Restructuring without needing to file
for Spanish concurso bankruptcy immediately.  The protection
period ended in May and June 2014, and the Group has been
operating under continuing forbearance and standstill agreements,
including the Lock-Up Agreement.

          Appointment of Advisors and Negotiation of Terms

In March 2013, the Group began to work with both legal and
financial restructuring advisors to develop plans and
contingencies to seek to address its financial difficulties.

In May 2013, the Group and its advisors commenced negotiations
with respect to the terms of a restructuring with an informal ad
hoc committee of Noteholders.  The intention of those
negotiations was to reach an agreement on how to reduce the
financial pressure on the Group and ensure it could continue to
operate as a going concern.

Since that time, the Group and its advisors, on the one hand, and
the Ad Hoc Committee and its advisors, on the other hand, have
been engaged in a constant dialogue, with the aim of addressing
the unsustainable debt burden of the Group.

The Group and the Ad Hoc Committee concluded that, for various
reasons, a restructuring proceeding in Spain would be inadequate
to produce a comprehensive resolution and that a UK scheme should
be undertaken.  The Group and the Ad Hoc Committee further
determined that Holdco should create a UK subsidiary --
Codere UK -- to facilitate the UK scheme process.

On Sept. 23, 2014, Holdco announced that key terms of a
restructuring had been agreed with the Ad Hoc Committee and
certain other Noteholders, as well as with Masampe.

                     Terms of the Restructuring

On Sept. 23, 2014, holders representing a substantial majority of
the Euro Notes and of the USD Notes entered into a Lock-up
Agreement to implement the restructuring.  The Lock-up Agreement
was amended and restated on Aug. 18, 2015.  Holders of over 95.1%
in aggregate principal amount of the Notes are currently party to
the Lock-Up Agreement.  Pursuant to the terms of the Lock-up
Agreement, the consenting Noteholders have agreed, among other
things:

   * to take all reasonable actions to support, facilitate and
     implement the Restructuring in a manner consistent with the
     terms of the Lock-up Agreement; and

   * to take all steps consistent with and reasonably required to
     implement the Restructuring.

The obligations of the parties to the Lock-up Agreement will
terminate on Dec. 31, 2015 (subject to extension (i) to March 31,
2016, by approval of Holdco, 75% of consenting Noteholders and
each party providing a backstop commitment, or (ii) to a later
date by approval of Holdco, each consenting Noteholder and each
party providing a backstop commitment).

                Commencement of the UK Proceeding

The Debtor applied to the UK Court on Oct. 29, 2015, for an order
directing it to convene a meeting for a single class of creditors
only, namely Noteholders as of the "Record Time" under the
Scheme. The Scheme Creditors are the only creditors whose claims
will be compromised by the Scheme.  The purpose of the proposed
Scheme Meeting is to consider and, if appropriate, approve the
Scheme.

On Oct. 29, 2015, the UK Court held a hearing and subsequently
issued the Convening Court Order.  The UK Court found that it
could exercise jurisdiction over the Scheme (subject to its final
determination at the Sanction Hearing).  The Convening Court
Order also (i) confirms that the Scheme Meeting will be held on a
time and date to be advised to Scheme Creditors on no less than
20 Business Days' notice, which date shall be no earlier than
Dec. 14, 2015, and no later than Jan. 31, 2016, at the offices of
Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ, (ii)
confirms the documents and notices that will be sent to
the Scheme Creditors, and (iii) declared that the Petitioner is
authorized to act as foreign representative in respect of the UK
Proceeding, including in any chapter 15 proceeding.

If the Restructuring is implemented, all outstanding liabilities
in respect of the existing Notes will be treated as follows:

   (a) EUR475 million will be cancelled in return for EUR150
       million of New Second Lien Notes and EUR325 million of New
       Third Lien Notes; and

   (b) all remaining and outstanding liabilities under the Notes
       will be cancelled in return for approximately 97.78% of
       the ordinary shares in Holdco, in each case, to be
       allocated pro rata to Noteholders in accordance with their
       holding of Notes, subject to the reallocations.

                        About Codere Finance

Codere Finance (UK) Limited sought Chapter 15 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 15-13017) on Nov. 11, 2015.   David
Jimenez Marquez signed the petition as foreign representative.
The Debtor estimated assets in the range of US$50,000 to
US$100,000 and liabilities of more than US$1 billion.  Wachtell,
Lipton, Rosen & Katz represents the Debtor as counsel.


DIRECT GOLF: Administrators' Report Reveals GBP13-Mil. Shortfall
----------------------------------------------------------------
Laurence Kilgannon at Insider Media reports that a new report has
shed light on the administration of Direct Golf UK which looks
set to leave a shortfall of more than GBP13 million, including
almost GBP8 million to trade and expense creditors.

Huddersfield-headquartered Direct Golf UK was established by John
Andrew in 1999 and grew to become the UK's second biggest player
in the sector, operating from 20 stores and through an online
platform.

Insider Media relates that according to a report by insolvency
firm Duff & Phelps, which is overseeing the administrations of
Direct Golf UK, sister business John Letters Golf and their
parent company Powerhouse Golf, the success of the retailer in
the year to Sept. 30, 2014, attracted the eye of retail giant
Sports Direct, which subsequently invested GBP2.25 million as
part of a new GBP10 million working capital facility.

The report says the aim of that investment was to help Direct
Golf become the UK's market leader. However, an after-tax profit
of GBP107,000 included in the audited accounts for 2013/14, and
signed off by the company's board, was later restated as a loss
of GBP4.7 million following a review, the report notes.
Management accounts for April of 2015 were also restated down by
GBP1.4 million.

A review is currently being carried out into this issue, says
Insider Media.

As a result of the accounting irregularities, representatives of
Sports Direct and professionals advising the then-directors of
Direct Golf UK consulted insolvency specialists. Andrew also
contacted media outlets to express his unhappiness with Sports
Direct's conduct.

It was, however, Duff & Phelps, which took control of the
insolvency process, appointed to Powerhouse Golf on October 1,
2015, Direct Golf UK on October 16 and John Letters Golf on
October 19, the report notes.

Andrew and his fellow directors Rob Andrew and Neil Bell were
removed as directors by Powerhouse Golf, an action ratified by
the court on October 13, and Declan McKelvey installed in their
stead, Insider Media discloses.

The report relates that with creditor pressure intensified by the
media spotlight, Duff & Phelps carried out a marketing exercise
and obtained an injunction excluding the former directors from
management of the business and granting McKelvey access to the
books and staff.

The business and assets of Direct Golf UK were subsequently sold
to an entity controlled by Sports Direct for GBP299,994 on
October 19. The deal safeguarded about 160 jobs, according to
Insider Media.

The outcome for unsecured creditors of Direct Golf UK is
dependent on the proceeds to be raised by the administrators from
debt collection and an asset sell-off, the outcome of which is
not yet known, the report states.

An early estimate, however, suggests there will only be
GBP543,376 available for unsecured creditor claims totalling
GBP13.97 million, Insider Media adds.


JOHN WOODS: In Administration, Nov. 24 Asset Auction Set
--------------------------------------------------------
Duncan Brodie at Ipswich Star reports that John Woods Nurseries
has gone into administration.

John Woods Nurseries, at Pettistree, near Woodbridge, is one of
the UK's leading suppliers of plants for retail garden centers,
with its collection of some species being regarded as of national
importance, Ipswich Star notes.

Jamie Taylor -- jamie.taylor@begbies-traynor.com -- and
Lloyd Biscoe -- lloyd.biscoe@begbies-traynor.com -- from the
Southend-on-Sea office of insolvency specialist Begbies Traynor,
have been appointed as joint administrators of the company,
Ipswich Star relates.

However, chartered surveyors firm Eddisons said it had been
appointed to run an online auction of around GBP500,000-worth of
container-grown trees, shrubs and other plants from John Woods,
starting on Tuesday, Nov. 24, Ipswich Star relays.  The lots will
be available to view at the John Woods site the previous day,
between 10:00 a.m. and 4:00 p.m., Ipswich Star discloses.

In October last year, John Woods sought to agree a Company
Voluntary Arrangement (CVA) with its creditors, under which they
would be paid 49p in the pound over five years, Ipswich Star
recounts.

The company, as cited by Ipswich Star, said at that time that its
business was "inherently profitable", but that it faced
challenges as a result of increasing seasonality in demand from
garden center customers.

John Woods Nurseries is a Suffolk-based horticultural wholesale
business.


NEWDAY FUNDING 2015-2: DBRS Assigns B Rating to Class F Debt
------------------------------------------------------------
DBRS Ratings Limited assigned ratings to the Class A, Class B,
Class C, Class D, Class E and Class F notes (collectively, the
Notes) issued by NewDay Funding 2015-2 Plc (the Issuer) as
follows:

-- AAA (sf) to Class A Asset Backed Floating Rate Notes
-- AA (high) (sf) to Class B Asset Backed Floating Rate Notes
-- A (high) (sf) to Class C Asset Backed Floating Rate Notes
-- BBB (high) (sf) to Class D Asset Backed Floating Rate Notes
-- BB (high) (sf) to Class E Asset Backed Floating Rate Notes
-- B (high) (sf) to Class F Asset Backed Floating Rate Notes

The Notes are backed by credit card receivables originated and/or
acquired by NewDay Ltd, the Originator, in the United Kingdom.

The ratings are based on the considerations listed below:

-- The sufficiency of available credit enhancement in the form
    of subordination (51.1% for Class A, 44.0% for Class B, 33.5%
    for Class C, 18.5% for Class D, 11.2% for Class E and 6% for
    Class F), liquidity reserve funds and excess spread.

-- The ability of the transaction's structure and triggers to
    withstand stressed cash flow assumptions and repay the Notes
    and Senior VFN in full according to the terms of the
    transaction documents.

-- The Originator and its delegates' capabilities of performing
    activities with respect to originations, underwriting, cash
    management, data processing and servicing.

-- The legal structure and presence of legal opinions addressing
    the assignment of the assets to the Receivables Trustee and
    the consistency with DBRS's "Legal Criteria for European
    Structured Finance Transactions" methodology.

As the Issuer is part of a master issuance structure where all
series of notes are supported by the same pool of receivables and
generally issued under the same requirements regarding servicing,
amortization events, priority of distributions and eligible
investments, DBRS notes the issuance of the Notes will not result
in a downgrade or withdrawal of the ratings listed below:

Notes issued by NewDay Funding 2015-1 Plc:

-- AAA (sf) for Class A Asset Backed Floating Rate Notes
-- AA (high) (sf) for Class B Asset Backed Floating Rate Notes
-- A (high) (sf) for Class C Asset Backed Floating Rate Notes
-- BBB (high) (sf) for Class D Asset Backed Floating Rate Notes
-- BB (high) (sf) for Class E Asset Backed Floating Rate Notes
-- B (high) (sf) for Class F Asset Backed Floating Rate Notes

Notes issued by NewDay Funding Loan Note Issuer:

-- BBB (high)(sf) for 2015-VFN Notes

The transaction was modeled in DaVinci, a proprietary DBRS
cashflow model, and the Notes return all specified cash flows in
a timely manner.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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