TCREUR_Public/151124.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

          Tuesday, November 24, 2015, Vol. 16, No. 232



* Moody's: Armenia's Weak Domestic Demand to Slow 2016 Growth


SOCIETE NATIONALE: Court Picks Patrick Rocca as Preferred Bidder


GREECE: EU-Area Member States Agree to Disburse Funds


HUNGARY: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings


ALLIED IRISH: Moody's Raises Sr. Unsecured Debt Ratings to Ba1
ALPSTAR CLO 2: Moody's Affirms 'Ba3' Rating on Class E Notes


ASTANA FINANCE: Chapter 15 Case Closed


HARVEST CLO II: S&P Affirms 'B-' Ratings on Two Note Classes
HARVEST CLO XIV: Moody's Assigns B2 Rating to Class F Notes


EUROCREDIT CDO III: S&P Cuts Ratings on 2 Note Classes to 'CC'


AVOCA CLO II: S&P Lowers Rating on Class D Notes to 'CC'
SPOLDZIELCZY BANK: Financial Regulator Files Bankruptcy Petition


BRUNSWICK RAIL: S&P Affirms 'CCC-' CCR, Outlook Negative
MAGADAN OBLAST: S&P Lowers LT Issuer Credit Rating to 'B+'
VOZROZHDENIE BANK: S&P Maintains 'BB-' Rating on CreditWatch Neg.


AMSTOR LLC: Declared Bankrupt by Dnipropetrovsk Court
DELTA BANK: Guarantee Fund to Introduce Civil Control Mechanism
KHARKIV CITY: Moody's Raises Ratings to Caa3, Outlook Stable
MILKOW-UKRAINE LLC: Founders Opt to Liquidate Business

U N I T E D   K I N G D O M

BOLTON WANDERERS: Appoints Trevor Birch as Advisor to Club Owner
BUNGE LIMITED: Fitch Affirms 'BB+' Rating on Preference Shares
CABLE & WIRELESS: Moody's Affirms Ba2 Corporate Family Rating
CABLE & WIRELESS: S&P Assigns 'BB-' Rating to Sr. Secured Loans
CARRINGTON WIRE: Director Disqualified For Facilitating Fraud

CO-OPERATIVE BANK: Fitch Revises Covered Bond Outlook to Stable
EMBASSY WINE: Director Disqualified For 11 Years
KIDDISAVE: In Liquidation, Closes Shop
PANTOMIME PARTNERSHIP: In Liquidation, Owes GBP328,834
PARABIS GROUP: To Enter a Pre-pack Administration Process

TORQUING GROUP: Zano Project Collapses



* Moody's: Armenia's Weak Domestic Demand to Slow 2016 Growth
Armenia's (Ba3, negative) low economic diversification, weakened
domestic demand, and trade and financial exposures to Russia will
lead to lower growth in 2016, Moody's Investors Service has said
in a report published on Nov. 20, 2015.

The rating agency's report is an update to the markets and does
not constitute a rating action.

"Armenia's weak domestic demand holds back consumption and
investment, while Russia's worsening economic climate has led to
sharp declines in remittances.  Given that remittances account for
around 15% of GDP, Armenia is significantly exposed to the Russian
growth cycle," says Evan Wohlmann, Assistant Vice President --
Analyst at Moody's.

However, the rating agency also notes Armenia's credit strengths,
which relate to the government's commitment to fiscal prudence,
high debt affordability and macroeconomic stability, together with
a supportive business environment.

Nevertheless, the rating agency forecasts Armenia's GDP growth to
slow to 2.5% in 2015 and 2.2% in 2016.  Overall, the country's
weak economic performance reflects the slow emergence of new
growth drivers in the economy, says Moody's.  Business sentiment
remains weak, while private sector investment still drags on
Armenia's economic performance.  However, the rating agency notes
that the economy has performed better than it had expected in
2015, given robust performances from the agriculture and mining

Meanwhile, the agency projects that Armenia's fiscal deficit will
increase markedly to 4.2% of GDP in 2015, as a result of
expansionary fiscal measures and low revenue growth owing to weak
domestic demand.  As such, the agency forecasts the general
government debt ratio to rise to around 48% of GDP in 2015.  But
Moody's expects the fiscal position to improve slightly in 2016,
with the deficit decreasing to 3.6%, as the efforts to improve
revenue administration are complemented by tax policy measures in

However, Moody's notes that economic headwinds owing to external
vulnerabilities could continue, which would negatively affect the
government's plans to increase tax revenues over the next two
years.  In addition, Armenia's debt profile remains particularly
susceptible to negative growth shocks, and if spill over risks
from Russia were to worsen, further debt could accumulate, says


SOCIETE NATIONALE: Court Picks Patrick Rocca as Preferred Bidder
Jean-Franáois Rosnoblet at Reuters reports that the Marseille
commercial court on Nov. 20 selected Corsican transport
entrepreneur Patrick Rocca as preferred bidder for France-Corsica
ferry operator Societe Nationale Maritime Corse Mediterrane.

The ruling clears the way for SNCM majority shareholder Transdev,
jointly owned by water and waste group Veolia and French state
bank CDC, to sell SNCM, Reuters notes.

The company has been under court protection since late 2014, when
it failed to repay a loan to Transdev, which owns 66% of SNCM,
Reuters discloses.

According to Reuters, an SNCM sale would allow Veolia and CDC to
unwind their Transdev 50-50 joint venture.

Mr. Rocca's offer specifies he will keep 873 of the some 1,500
full-time jobs at SNCM, leave SNCM's current management in place
and proposes to offer staff a 10 percent stake in SNCM, Reuters

The European Union in 2013 ordered SNCM to repay EUR440 million
worth of illegal state aid but the takeover and restart of SNCM's
operations under new ownership will allow the EU's legal claim to
expire, Reuters relays.

SNCM (Societe Nationale Maritime Corse Mediterranee) is a French
ferry company operating in the Mediterranean.  Its ferries sail
from Marseille, Toulon, Nice on mainland France, Calvi, Bastia,
Ajaccio, Ile Rousse, Propriano, and Porto Vecchio on Corsica,
Porto Torres on Sardinia, Algiers, Oran, Skikda and Bejaia in
Algeria as well as Tunis in Tunisia and Genoa in Italy.


GREECE: EU-Area Member States Agree to Disburse Funds
Nikos Chrysoloras and Corina Ruhe at Bloomberg News report that
euro-area member states agreed to disburse the funds necessary for
the recapitalization of Greece's battered banks, as Prime Minister
Alexis Tsipras sought consensus from opposition parties, following
defections that whittled down his slim parliamentary majority.

Finance ministry officials from the currency bloc agreed "that the
Greek authorities have now completed the first set of milestones
and the financial sector measures that are essential for a
successful recapitalization process," Bloomberg quotes Dutch
Finance Minister Jeroen Dijsselbloem as saying in a statement on
Nov. 21.

The agreement allows the board of directors of the euro area's
crisis funds to transfer the "funds needed for the
recapitalization of the Greek banking sector out of the EUR10
billion earmarked for this purpose," Mr. Dijsselbloem, who also
chairs the meetings of finance ministers from the currency bloc,
as cited by Bloomberg, said.

The decision followed the approval of a bill on Nov. 19 in the
Greek parliament that eased restrictions on foreclosures,
introduced a tax on wine and overhauled bank governance rules,
Bloomberg notes.

Mr. Dijsselbloem said in his statement the agreement on Nov. 21,
which includes EUR2 billion to be used for Greek budget financing,
"contributes to restoring confidence on the Greek economy",
Bloomberg relays.

The funds for capital injections to Greece's two biggest lenders
will be disbursed following regulatory approvals of state aid
decisions and restructuring plans, Bloomberg discloses.

According to Bloomberg, Mr. Dijsselbloem said the EUR2 billion for
the Greek budget was set to be disbursed on Nov. 23, following a
decision by the board of directors of the European Stability


HUNGARY: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
Fitch Ratings has affirmed Hungary's Long-term foreign and local
currency Issuer Default Ratings (IDR) at 'BB+' and 'BBB-',
respectively. The Outlooks are Positive. The issue ratings on
Hungary's senior unsecured foreign and local currency bonds have
also been affirmed at 'BB+' and 'BBB-', respectively. The Country
Ceiling has been affirmed at 'BBB' and the Short-term foreign
currency IDR at 'B'.


Hungary's 'BB+' rating and Positive Outlook reflect its strong
economic growth performance in 2014-2015 and high current account
surpluses since 2011, which have supported external debt
reduction. The gradual tightening in the budget deficit will also
help reduce the general government debt ratio, which is high
relative to ratings peers. The expected improvement in the bank
operating environment should help revive bank lending. Hungary's
GDP per capita and governance indicators are high relative to
rating peers.

Hungary's 'BB+' IDRs also reflect the following key rating

Fitch expects GDP will grow 2.9% in 2015 after 3.7% in 2014,
driven by an acceleration of European Union (EU) funds'
disbursements in 2014-2015. Households' consumption is supported
by high job creation (the unemployment rate was 6.4% in September
from above 10% in 2010-2012), low inflation and relief to
household finances following the foreign currency mortgage
conversion in early 2015. Fitch forecasts growth to slow from 2016
to 2.3%, as EU disbursement falls markedly, and to remain at about
2.0% in the medium term as private sector investment gradually

Fitch expects the government deficit will be 2.3% of GDP in 2015
from 2.5% in 2014, supported by higher tax revenues linked to fast
GDP growth. A decline in interest payments (expected to be 3.5% of
GDP in 2015 from 4.0% in 2014 and 4.5% in 2013) linked to very low
interest rates domestically and externally, is helping to contain
current expenditure. Fitch expects the headline deficit will be
2.1% in 2016 and will remain close to 2.0% in the medium term as
expected tax cuts are offset by improving economic conditions. The
structural deficit is likely to remain about stable in the medium
term, at 2.5%.

Government debt is set to gradually decline to 72% of GDP by 2017
and would reach 64% by 2022 assuming nominal growth around 5%
annually and budget deficit around 2% of GDP. The launch of the
self-financing program to increase domestic ownership of
government debt promises to reduce exposure to global financial
volatility. The share of non-resident holdings in HUF debt was 26%
in September 2015, down from a peak of 42% at end-2012. The share
of foreign currency debt (in euro after cross-currency swaps) in
total debt was 33% (end-2012: 39%). Investor demand and low
interest rates are allowing the authorities to issue longer-term
domestic debt, lengthening average time to maturity to an average
of 4.4 years in October 2015 from 3.4 in 2010-2013, and reducing
refinancing risks.

The current account surplus will increase to 4.3% of GDP in 2015
and remain high over the forecast horizon, reflecting higher
exports, low commodity prices, low domestic demand relative to the
pre-crisis era and lower external interest payments. Strong
current account surpluses in recent years have supported a
reduction in net external debt (NXD), to 44.5% of GDP in 2015 from
73% in 2012 (using Fitch's methodology, which differs from
national methodology). Fitch expects NXD could be 30% by 2017,
although it would remain above the 'BB' median.

Supporting a recovery in bank lending (-9% y/y in September) has
become a key policy priority. In Fitch's opinion, the
implementation of the Memorandum of Understanding agreed between
Hungary and the EBRD, including a cut in the bank tax from 2016
(HUF60 billion, 0.2% of GDP) contained in the 2016 budget, would
support a strengthening in the banking sector and a recovery in
bank lending. It would also be consistent with the government's
shift in favor of greater policy predictability towards the
private sector.


The main factors that could lead to an upgrade are:

-- Greater policy stability and predictability along with
    improved business environment, for example resulting in
    stable and predictable framework for the banking sector.

-- Continued reduction in external indebtedness supported by
    current account surpluses.

-- Reduction in government debt ratio.

The rating Outlook is Positive. Consequently, Fitch's sensitivity
analysis does not currently anticipate developments with a
material likelihood of leading to a downgrade. However, relaxation
of the fiscal stance and/or global macro financial shock leading
to severe recession or higher financial risks would be rating


Fitch assumes that the Hungarian authorities will maintain fiscal
discipline, broadly in line with the targets included in the
Convergence Programme submitted to the EU in April 2015.

Fitch assumes that under severe financial stress, support for
Hungarian subsidiary banks would come first and foremost from
their foreign parent banks.


ALLIED IRISH: Moody's Raises Sr. Unsecured Debt Ratings to Ba1
Moody's Investor Service has upgraded Allied Irish Banks, p.l.c.
(AIB)'s long-term deposit ratings to Baa3 from Ba1 and senior
unsecured debt ratings to Ba1 from Ba2.  At the same time, the
rating agency upgraded the bank's standalone baseline credit
assessment (BCA) to ba3 from b1, while the senior subordinated
rating and the junior subordinated rating were affirmed at B1 and
(P)B2 respectively.

"The rating actions take into account two main factors: firstly
the impact that the proposed capital actions announced on 6
November will have on the bank's solvency and liability profile ,
and secondly the improvements in the bank's credit fundamentals,
which we expect to continue in the next year, as indicated by the
positive outlook.  The proposed capital actions will, from one
side, improve AIB's solvency profile, measured by our Tangible
Common Equity (TCE).  However, on the other side, they affect the
level of subordination in the bank's liability structure and,
therefore, impact our Advanced Loss Given Failure (LGF) Analysis",
said Dany Castiglione, Moody's lead analyst on AIB.

"The strong profitability in the first six months of 2015 has
materially improved AIB's solvency and profitability, bringing the
bank's TCE over Risk Weighted Assets (RWA) to 8.8% as of June 2015
from 5.7% of end-2014.  According to our calculations and
including Q3 results recently announced by the bank, the proposed
capital actions will drive the TCE ratio to 10.9% on a pro-forma
basis. Additionally, according to our Advanced LGF analysis, these
actions will also reduce the buffer available to subordinated and
junior subordinated bond holders, resulting in an affirmation of
these ratings at their current levels of B1 and (P)B2 respectively
despite the upgrade of the BCA" continued Castiglione.

Concurrently, Moody's upgraded the bank's long-term Counterparty
Risk Assessment (CR Assessment) to Baa2(cr) from Baa3(cr).  The
bank's short-term CR Assessment and deposits ratings were upgraded
to P-2(cr) from P-3(cr) and to P-3 from NP, respectively.  The
short-term debt rating was affirmed at (P) NP.



Moody's upgrade of AIB's BCA and adjusted BCA to ba3 from b1
reflects the bank's improving internal capital generation and
strengthening of its solvency profile, a trend that is expected to
continue well into 2016.  Asset quality is improving as well,
driven by a decline in problem loans and an increase in coverage.

AIB's problem loans ratio went down to 24.5% as of June 2015 from
29.2% of end-2014, owing to the favorable operating environment
and the restructuring activity conducted by the bank.  The stock
of problem loans further decreased to EUR16 billion at end-9M2015
from EUR18 billion of end-1H2015.  The coverage ratio, calculated
as problem loans over the sum of TCE and loan loss reserves, went
down to 115.8% as of end-1H2015 from 136.0% of end-2014.  Moody's
expects AIB's asset quality to continue improving, driven by
reduced levels of new arrears formation and gradual reduction in
the stock of problem loans.  However, while the reduction in non-
residential problem loans is expected to proceed at a faster pace,
the stock of residential problem loans will decline more slowly,
given the reluctance to repossess properties in Ireland.

AIB's profitability continued to improve in in the first six
months of 2015, with the bank recording a net income of EUR840
million (1H2014: EUR411 million), boosted by EUR540 million write-
backs on its loan portfolio.  Moody's expects the bank's quality
of earnings to increase, becoming less reliant on write-backs, and
to strengthen further in the outlook period owing to the benign
economic environment, declining cost of risk, which is deemed
sustainable, and favorable competitive landscape.  Drags to
profitability continue to be the large, albeit declining, stock of
non-earning assets, the high level of tracker mortgages and still
subdued, but quickly improving, demand for new business.

The internal capital generation, combined with the loan
deleveraging, has materially improved the bank's solvency profile
and the agency anticipates the TCE ratio to further improve in the
outlook period.  Finally, now that AIB has clarified its capital
structure, Moody's does not anticipate any major obstacle to the
bank's privatization.


The upgrade of AIB's long-term deposit and senior debt ratings to
Baa3 and Ba1 respectively, the upgrade of the short-term deposit
ratings to Prime-3 from Not-Prime and the affirmation of the
short-term debt rating at (P)NP are based on the bank's BCA and
the results of Moody's Advanced LGF Analysis.  Moody's analysis is
forward looking and incorporates the bank's proposed capital
actions announced on Nov. 6.

AIB is subject to an Operational Resolution Regime through the EU
Bank Resolution and Recovery Directive.  Moody's has used the
following assumptions: tangible common equity of 3% and losses
post-failure of 8% of tangible banking assets, a 25% run-off in
"junior" wholesale deposits, a 5% run-off in preferred deposits,
and assign a 25% probability to deposits being preferred to senior
unsecured debt.  These assumptions are in line with the standard
assumptions used by Moody's for most banks.

Based upon the above, Moody's Advanced LGF Analysis indicates that
AIB's deposits are likely to face very low loss-given-failure, due
to the loss absorption provided by subordinated debt and,
potentially, by senior unsecured debt should deposits be treated
preferentially in a resolution, as well as the substantial volume
of deposits themselves.  This results in a Preliminary Rating
Assessment (PRA) of ba1, two notches above the BCA.  AIB's senior
unsecured debt is likely to face a low loss-given-failure due to
the loss absorption provided by its own volume and the amount of
debt subordinated to it.  This results in a PRA of ba2, one notch
above the BCA.

Moody's assumption of a moderate probability of government support
for AIB's creditors results in a one-notch uplift to the PRA, and
a long-term deposit rating of Baa3.  The agency assigns the same
support probability to bank-level senior unsecured debt, resulting
in a senior unsecured rating of Ba1.

On the basis of the bank's balance sheet structure at June 30,
2015, and considering its proposed capital actions and funding
plan, Moody's Advanced LGF Analysis indicates that AIB's
subordinated and junior subordinated debt are likely to face a
high and a very high loss-given-failure, due to the lack of
further subordinated instruments.  This suggests a rating of B1
for subordinated debt and (P)B2 for junior subordinated debt.  In
the previous analysis, based on end-2014 data, the ratings were
the same, benefitting from the large buffer provided by the EUR3.5
billion 2009 Preference Shares.  The intention to partly repay the
2009 Preference Shares offsets the impact of the upgrade of the
BCA resulting in the affirmation of the subordinated and junior
subordinated debt ratings at their current levels.


As part of the action, Moody's also upgraded AIB's long-term CR
Assessment to Baa2(cr) from Baa3(cr), four notches above the BCA
of ba3.  The short-term CR Assessment has been upgraded to P-2(cr)
from P-3(cr).  The CR Assessment is driven by the banks'
standalone BCA and by the amount of subordinated instruments
likely to shield counterparty obligations from losses, accounting
for three notches of uplift relative to the BCA, as well as one
notch of government support, in line with the agency's support
assumptions on the bank's deposits and senior unsecured debt.


The positive outlook on AIB's long-term senior deposit and debt
ratings reflects the improving trends in asset quality, solvency,
profitability and funding. It also reflects the bank's clarified
capital structure, which should pave the way to the privatization
of the bank.


AIB's long-term debt and deposit ratings could be upgraded as a
result of (1) an increase of its standalone ba3 BCA; or (2) a
significant increase in the bank's bail-in-able debt.

The bank's BCA could be upgraded because of: (1) a further
reduction in non-performing loans; (2) an increase in solvency
ratios beyond the agency expectation; and (3) sustained
improvement in the bank's profitability and efficiency.

AIB's ratings could be downgraded as a result of (1) a lowering of
its standalone ba3 BCA; or (2) redemption of maturing subordinated
instruments without their replacement.

AIB's BCA could be downgraded because of: (1) a non-anticipated
deterioration in the bank's asset quality metrics; (2) a weakening
of its solvency profile; and (3) a worsening of its profitability


The principal methodology used in these ratings was Banks
published in March 2015.


Issuer: AIB North America, Inc.

  Long-Term Deposit Rating, Upgraded to Baa3/Positive from
  Outlook, Positive

Issuer: Allied Irish Banks, NY

  Short-Term Deposit Rating, Upgraded to P-3 from NP

Issuer: Allied Irish Banks, p.l.c.

  Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1
  Baseline Credit Assessment, Upgraded to ba3 from b1
  Long-Term Counterparty Risk Assessment, Upgraded to Baa2(cr)
   from Baa3(cr)
  Short-Term Counterparty Risk Assessment, Upgraded to P-2(cr)
   from P-3(cr)
  Long-Term Deposit Ratings, Upgraded to Baa3/Positive from
  Short-Term Deposit Ratings, Upgraded to P-3 from NP
  Senior Unsecured Regular Bond/Debenture, Upgraded to
   Ba1/Positive from Ba2/Stable
  Senior Unsecured Medium-Term Note Program, Upgraded to (P)Ba1
   from (P)Ba2
  Subordinate Regular Bond/Debenture, Affirmed B1
  Subordinated Medium-Term Note Program, Affirmed (P)B1
  Junior Subordinated Medium-Term Note Program, Affirmed (P)B2
  Short-Term Medium-Term Note Program, Affirmed (P)NP
   Outlook, Positive

Issuer: EBS Ltd

  Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1
  Baseline Credit Assessment, Upgraded to ba3 from b1
  Long-Term Counterparty Risk Assessment, Upgraded to Baa2(cr)
   from Baa3(cr)
  Short-Term Counterparty Risk Assessment, Upgraded to P-2(cr)
   from P-3(cr)
  Long-Term Deposit Ratings, Upgraded to Baa3/Positive from
  Short-Term Deposit Ratings, Upgraded to P-3 from NP
  Senior Unsecured Regular Bond/Debenture, Upgraded to
   Ba1/Positive from Ba2/Stable
  Outlook, Positive

ALPSTAR CLO 2: Moody's Affirms 'Ba3' Rating on Class E Notes
Moody's Investors Service has upgraded the ratings on these notes
issued by Alpstar CLO 2 Plc:

  EUR48.5 mil. Class B Deferrable Senior Secured Floating Rate
   Notes due 2024, Upgraded to Aaa (sf); previously on Sept. 15,
   2014, Upgraded to Aa2 (sf)

  EUR37.5 mil. Class C Deferrable Senior Secured Floating Rate
   Notes due 2024, Upgraded to Aa3 (sf); previously on Sept 15,
   2014, Upgraded to A2 (sf)

  EUR42 mil. Class D Deferrable Senior Secured Floating Rate
   Notes due 2024, Upgraded to Baa3 (sf); previously on Sept 15,
   2014, Upgraded to Ba1 (sf)

  EUR2.8 mil. (Current rated balance: EUR 1.2 mil.) Class Q
   Combination Notes due 2024, Upgraded to Baa3 (sf); previously
   on Sept. 15, 2014, Upgraded to Ba1 (sf)

Moody's also affirmed the ratings on these notes issued by Alpstar
CLO 2 Plc:

  EUR200.5 mil. (Current outstanding balance: EUR 72.9 mil.)
   Class A1 Senior Secured Floating Rate Notes due 2024, Affirmed
   Aaa (sf); previously on Sept. 15, 2014, Affirmed Aaa (sf)

  EUR78 mil. Class A2 Senior Secured Floating Rate Notes due
   2024, Affirmed Aaa (sf); previously on Sept. 15, 2014,
   Affirmed Aaa (sf)

  EUR112.5 mil. (Current outstanding balance: approx. EUR 48.2
   mil.) Class AR Senior Secured Variable Funding Notes due 2024,
   Affirmed Aaa (sf); previously on Sept. 15, 2014, Affirmed
   Aaa (sf)

  EUR24 mil. (Current outstanding balance: EUR 17 mil.) Class E
   Deferrable Senior Secured Floating Rate Notes due 2024,
   Affirmed Ba3 (sf); previously on Sept. 15, 2014, Upgraded to
   Ba3 (sf)

Alpstar CLO 2 Plc, issued in April 2007, is a collateralized Loan
Obligation ("CLO") backed by a portfolio of mostly high yield
European and US loans.  The transaction's reinvestment period
ended in May 2014.


The rating actions on the notes are primarily a result of the
improvement in over-collateralization (OC) ratios following the
Nov. 2015 payment date when Class AR Senior Secured Variable
Funding Notes and Class A1 notes were paid by approximately
EUR25.6 million and EUR40.74 million, respectively, or
approximately 22% of their outstanding balances at the time of the
last rating action in Sept. 2014.  As a result of the
deleveraging, the OC ratios have increased.  According to the
trustee Nov. 2015, payment report the OC ratios of Classes A2, B,
C, D and E are 167.24%, 141.31%, 126.19%, 112.68% and 108%
compared to 149.09%, 131.46%, 120.35%, 110.02% and 106.33%
respectively in April 2015. The OC ratios reported in the trustee
November 2015 payment report do not account for deleveraging of
the senior notes that occurred on November 2015 payment date, the
increased OC levels will be captured in next trustee report.

The rating on the combination notes address the repayment of the
rated balance on or before the legal final maturity.  For the
Class Q notes, the 'rated balance' at any time is equal to the
principal amount of the combination note on the issue date minus
the sum of all payments made from the issue date to such date, of
either interest or principal.  The rated balance will not
necessarily correspond to the outstanding notional amount reported
by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par balance of EUR324.7 million and USD52.56 million,
no principal proceeds, EUR3.39 of defaulted assets, a weighted
average default probability of 20.29% (consistent with a WARF of
2,791 with a weighted average life of 4.62 years), a weighted
average recovery rate upon default of 48.85% for a Aaa liability
target rating, a diversity score of 27 and a weighted average
spread of 3.76%.  The non-Euro denominated liabilities are
naturally hedged by the non-Euro assets.

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

Methodology Underlying the Rating Action

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate of the
portfolio.  Moody's ran a model in which it lowered the weighted
average recovery rate of the portfolio by 2.5%; the model
generated outputs that were within one notch of the base-case

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

Additional uncertainty about performance is due to:

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

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

  3) Foreign currency exposure: The deal has exposure to non-EUR
denominated assets.  Volatility in foreign exchange rates will
have a direct impact on interest and principal proceeds available
to the transaction, which can affect the expected loss of rated

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


ASTANA FINANCE: Chapter 15 Case Closed
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York closed the Chapter 15 case of JSC

Daniyar Bazarbekovich Bekturganov, as the duly appointed and
authorized foreign representative, filed for the relief.  Brian J.
Lohan, Esq., at Sidley Austin LLP, counsel for the petitioner,
submitted a certification of no objection regarding the motion.

                       About Astana Finance

JSC "Astana Finance", a financial-services company based in
Kazakhstan, is seeking court protection from its U.S. creditors
while it carries out its $1.9 billion restructuring plan in
Kazakhstan.  AF seeks recognition of pending proceedings before
the specialized financial court of Almaty, Kazakhstan, as "foreign
main proceeding".

Marat Duysenbekovich Aitenov, as foreign representative, signed a
Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-4113).
The petition was filed Oct. 1, 2012.  The Debtor is estimated to
have at least $500 million in assets and at least $1 billion in

Bankruptcy Judge Allan L. Gropper oversees the Chapter 15 case.
Alex R. Rovira, Esq., at Sidley Austin LLP, represented the
Foreign Representative as counsel.

AF was established as a Kazakhstan government funded body on
Dec. 18, 1997, as the State Enterprise Fund of Economic and Social
Development of Akmola Special Economic Zone in accordance with the
law of Kazakhstan in Astana, Kazakhstan by a decision of the
Administrative Council of Akmola Special Economic Zone.  AF now
acts primarily as the parent company for a group of companies
providing banking and financial services, including a Kazakhstan
bank, JSC Bank Astana Finance.

AF said in court filings that its financial position suffered both
directly and indirectly as a result of the global financial
crisis.  Specifically, the global financial crisis had a negative
impact on the ability of borrowers to repay loans made by AF and
its subsidiaries and on the prices of residential and commercial
real estate in Kazakhstan over which such loans are secured.  As
of Dec. 31, 2009, 62.9% of the loan portfolio of AF's group of
companies was comprised of loans for real estate development and
construction and retail mortgage loans.  In addition, the global
capital markets suffered severe reductions in liquidity, greater
volatility and general widening of spreads which resulted in a
significantly reduced availability of funding for Kazakhstan
borrowers such as AF.

As a consequence of the negative impact on AF of these events, on
several occasions between 2009 and 2011 the credit ratings of AF
were downgraded and were eventually withdrawn in 2011, and AF's
shares were delisted from the Kazakhstan Stock Exchange in October

AF has submitted a plan that sets out the terms and procedures for
the restructuring and/or cancellation of the indebtedness and
indebtedness guarantees of AF and its subsidiaries.  The principal
amount of indebtedness to be restructured was approximately US$1.9
billion (such amount subject to change because of disputed claims
which are in the process of independent adjudication pursuant to,
and in accordance with, the restructuring plan). Claim forms for
the bulk of the debt were submitted.  Only approximately 15% of
the value of the debt was not covered by claim forms, but the debt
will be discharged and canceled in accordance with the terms of
the restructuring plan.

AF has creditors in the United States: (i) the Export-Import Bank
of the United States, an export credit agency; (ii) certain
beneficial owners of notes privately placed inside and outside the
United States; and (iii) certain holders of notes placed
exclusively outside the United States pursuant to Regulation S
only who subsequently purchased Eurobonds in the secondary market.


HARVEST CLO II: S&P Affirms 'B-' Ratings on Two Note Classes
Standard & Poor's Ratings Services raised its credit ratings on
Harvest CLO II S.A.'s class C-1, C-2, D-1, and D-2 notes.  At the
same time, S&P has affirmed its ratings on the class B, E-1, and
E-2 notes.  S&P has also withdrawn its ratings on the class U
combo and X combo notes.

Upon publishing S&P's updated criteria for rating corporate
collateralized loan obligation (CLO) transactions, it placed those
ratings that could potentially be affected "under criteria

Following S&P's review of this transaction, its ratings that could
potentially be affected by the criteria are no longer under
criteria observation.

The rating actions follow S&P's assessment of the transaction's
performance using data from the Sept. 30, 2015 trustee report and
the application of S&P's relevant criteria.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on S&P's stress
assumptions, that a tranche can withstand and still fully repay
the noteholders.  In S&P's analysis, it used the portfolio balance
that it considers to be performing (EUR86,166,079), the current
weighted-average spread (4.32%), and the weighted-average recovery
rates calculated in line with S&P's corporate collateralized debt
obligation (CDO) criteria.  S&P applied various cash flow
stresses, using its standard default patterns, in conjunction with
different interest rate stress scenarios.

Since S&P's Sept. 11, 2014 review, the aggregate collateral
balance has decreased by 66.61% to EUR86.17 million from
EUR171.91 million.

The class A-1A, A-1B, and A-2 notes have fully paid down and the
class B notes have amortized by EUR59.82 million since S&P's
September 2014 review.  In S&P's view, this has increased the
available credit enhancement for all rated classes of notes.  The
weighted-average spread and the coverage tests have also improved,
while the concentration of defaulted assets has decreased since
S&P's previous review.

Harvest CLO II's portfolio is concentrated and comprises 17
performing obligors, compared with 42 in our previous review.  The
largest obligor's assets represent almost 7.76% of the aggregate
collateral balance and the largest five obligors comprise almost
44.45% of the total pool of performing assets.

Non-euro-denominated assets comprise 13.70% of the aggregate
collateral balance.  A cross-currency swap agreement hedges these
assets.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparties do not perform, and where the
transaction is therefore exposed to changes in currency rates.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty criteria
and S&P's non-sovereign ratings criteria, it considers that the
available credit enhancement for the class B notes is commensurate
with the currently assigned rating and the available credit
enhancement for the class C-1 and C-2 notes is commensurate with
higher ratings than those previously assigned.  S&P has therefore
affirmed its 'AAA (sf)' rating on class B notes and raised to 'AA+
(sf)' from 'BBB+ (sf)' its ratings on the class C-1 and C-2 notes.
S&P's ratings on the class C-1 and C-2 notes are constrained by
the application of the largest obligor default test, a
supplemental stress test that S&P introduced in its corporate CDO

The improvements S&P has seen in the transaction's performance,
since its Sept. 1, 2014 review, have also benefited the class D-1
and D-2 notes, as S&P considers the available credit enhancement
for these classes to be commensurate with higher ratings than
those previously assigned.  S&P has therefore raised to
'BBB+ (sf)' from 'BB+ (sf)' its ratings on these classes of notes.
As the ratings on the class D-1 and D-2 are not higher than the
ratings on any of the counterparties in the transaction, they are
not affected by the application of S&P's current counterparty

S&P's ratings on the class E-1 and E-2 notes are constrained by
the application of the largest obligor default test.  S&P has
therefore affirmed its 'B- (sf)' ratings on these classes of

S&P has withdrawn its 'AAp (sf)' ratings on class U combo and X
combo notes, following its receipt of trustee's confirmation that
these notes were fully repaid on the May 21, 2015 payment date.

Harvest CLO II is a cash flow CLO transaction that securitizes
loans to primarily speculative-grade corporate firms.  The
transaction closed in April 2005 and its reinvestment period ended
in May 2012.  3i Debt Management Investments is the transaction


Class             Rating
            To                 From

Harvest CLO II S.A.
EUR573.95 Million Fixed- And Floating-Rate Notes

Ratings Raised

C-1         AA+ (sf)           BBB+ (sf)
C-2         AA+ (sf)           BBB+ (sf)
D-1         BBB+ (sf)          BB+ (sf)
D-2         BBB+ (sf)          BB+ (sf)

Ratings Affirmed

B           AAA (sf)
E-1         B- (sf)
E-2         B- (sf)

Ratings Withdrawn

U combo     NR                 AAp (sf)
X combo     NR                 AAp (sf)

NR--Not rated.

HARVEST CLO XIV: Moody's Assigns B2 Rating to Class F Notes
Moody's Investors Service announced that it has assigned these
definitive ratings to notes issued by Harvest CLO XIV Designated
Activity Company:

  EUR139,000,000 Class A-1A Senior Secured Floating Rate Notes
   due 2029, Definitive Rating Assigned Aaa (sf)

  EUR100,000,000 Class A-1B Senior Secured Floating Rate Notes
   due 2029, Definitive Rating Assigned Aaa (sf)

  EUR5,000,000 Class A-2 Senior Secured Fixed Rate Notes due
   2029, Definitive Rating Assigned Aaa (sf)

  EUR32,000,000 Class B-1 Senior Secured Floating Rate Notes due
   2029, Definitive Rating Assigned Aa2 (sf)

  EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due
   2029, Definitive Rating Assigned Aa2 (sf)

  EUR23,000,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned A2 (sf)

  EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned Baa2 (sf)

  EUR24,500,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned Ba2 (sf)

  EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2029, Definitive Rating Assigned B2 (sf)


Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2029.  The definitive ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure.  Furthermore, Moody's
is of the opinion that the collateral manager, 3i Debt Management
Investments Limited ("3iDM"), has sufficient experience and
operational capacity and is capable of managing this CLO.

Harvest CLO XIV Designated Activity Company is a managed cash flow
CLO.  At least 90% of the portfolio must consist of secured senior
obligations and up to 10% of the portfolio may consist of senior
unsecured obligations, second-lien loans and mezzanine
obligations.  The portfolio is expected to be approximately 80%
ramped up as of the closing date and to be comprised predominantly
of corporate loans to obligors domiciled in Western Europe.  The
remainder of the portfolio will be acquired during the six month
ramp-up period in compliance with the portfolio guidelines.

3iDM will manage the CLO.  It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
improved and credit impaired obligations, and are subject to
certain restrictions.

In addition to the nine classes of notes rated by Moody's, the
Issuer has issued EUR 43,400,000 of subordinated notes.  Moody's
has not assigned ratings to this class of notes.

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

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

The rated notes' performance is subject to uncertainty.  The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change.  3iDM's investment decisions and
management of the transaction will also affect the notes'

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in September 2015.  The
cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate.  In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of 0 occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche.

Moody's used these base-case modeling assumptions:

Par Amount: EUR400,000,000
Diversity Score: 38
Weighted Average Rating Factor (WARF): 2800
Weighted Average Spread (WAS): 3.95%
Weighted Average Coupon (WAC): 5.50%
Weighted Average Recovery Rate (WARR): 44.5%
Weighted Average Life (WAL): 8 years

Moody's has analyzed the potential impact associated with
sovereign related risk of peripheral European countries.  As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below.  Following the effective date, and given
the portfolio constraints, only up to 10% of the pool can be
domiciled in countries with foreign currency government bond
rating below A3.  Given this portfolio composition, there were no
adjustments to the target par amount, as further described in the

Stress Scenarios:

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

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

Percentage Change in WARF: WARF +30% (to 3640 from 2800)
Ratings Impact in Rating Notches:
Class A-1A Senior Secured Floating Rate Notes: -1
Class A-1B Senior Secured Floating Rate Notes: -1
Class A-2 Senior Secured Fixed Rate Notes: -1
Class B-1 Senior Secured Floating Rate Notes: -3
Class B-2 Senior Secured Fixed Rate Notes: -3
Class C Senior Secured Deferrable Floating Rate Notes: -3
Class D Senior Secured Deferrable Floating Rate Notes: -2
Class E Senior Secured Deferrable Floating Rate Notes: -2
Class F Senior Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:

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


EUROCREDIT CDO III: S&P Cuts Ratings on 2 Note Classes to 'CC'
Standard & Poor's Ratings Services took various credit rating
actions on all of Eurocredit CDO III B.V.'s classes of notes.

Specifically, S&P has:

   -- Affirmed its 'CCC+ (sf)' ratings on the class D-1 and D-2

   -- Lowered to 'CC (sf)' from 'CCC- (sf)' its ratings on the
      class E-1 and E-2 notes; and

   -- Withdrawn its 'BBB+ (sf)' rating on the class R combination

The rating actions follow S&P's review of the transaction's
performance.  S&P performed a credit and cash flow analysis and
applied its relevant criteria.  In S&P's analysis, it used data
from the October 2015 trustee report.

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

Eurocredit CDO III closed in September 2003 and has been
amortizing since the end of its reinvestment period in Oct. 2008.
Since S&P's Feb. 26, 2014 review, the class A, B, and C notes have
fully amortized and the class D-1 and D-2 notes have partially
amortized.  In S&P's view, this has increased the available credit
enhancement for the class D and E notes since its previous review.

As most of the capital structure has deleveraged, there are only
four performing obligors in the pool, leading to increased
portfolio concentration.

The largest assets represent more than 40% of the aggregate
collateral balance, with the average exposure to each obligor
accounting for 25% of the performing assets.  The class E-1 and E-
2 notes also continued to defer interest on the October payment

The entire portfolio will mature after the notes' legal final
maturity date (Oct. 20, 2016).  In S&P's view, this exposes the
transaction to market value risk as the manager will need to sell
the assets ahead of the maturity date to repay the transaction's
liabilities.  To address this risk in S&P's analysis, it reduced
the balance of these assets in line with its updated corporate CDO
criteria to address any market value risk associated with the sale
of these assets.

From the October 2015 trustee report, S&P also noted that the
weighted-average spread earned on the assets was lower than the
documented levels (2.68% versus the 2.80% covenant).  With the
high cost of debt (the class E-1 notes paying 8% interest per year
over three-month Euro Interbank Offered Rate [EURIBOR] and the
class E-2 notes paying a fixed rate of interest of 11.59% per
year).  Considering senior expenses and the high cost of debt, and
that there is no scheduled principal coming into the transaction,
S&P also considered scenarios where the manager may have to sell
assets below par to pay interest on the notes.

S&P has subjected the capital structure to a cash flow analysis to
determine the breakeven default rates (BDRs) for each rated class
of notes.  The BDR represents our estimate of the maximum level of
gross defaults, based on stress assumptions, that a tranche can
withstand and still fully repay the noteholders.  In S&P's
analysis, it used the reported portfolio balance that it
considered to be performing, the current weighted-average spreads,
and the weighted-average recovery rates that S&P considered to be
appropriate.  S&P applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating

S&P has affirmed its 'CCC+ (sf)' ratings on the class D-1 and D-2
notes as its analysis indicates that the available credit
enhancement is commensurate with the currently assigned ratings.
Although the class D notes is the most senior class in the capital
structure, and the available credit enhancement is higher than in
S&P's previous analysis, its affirmations reflect other factors,
such as failing interest coverage tests, the increased cost of
debt, and that all assets will mature after the transaction's
legal final maturity.  The application of the largest obligor
default test also supports 'CCC+ (sf)' ratings on these classes of
notes.  This test assesses whether a CDO tranche has sufficient
credit enhancement to withstand specified combinations of
underlying asset defaults based on the ratings on the underlying
assets, with a flat recovery of 5%.

For the class E-1 and E-2 notes, S&P's analysis shows that due to
the negative developments in the transaction since its previous
review, as well as the par coverage tests being below 100%, and
both classes of notes deferring interest, the available credit
enhancement is commensurate with lower ratings than those
currently assigned.  S&P has therefore lowered to 'CC (sf)' from
'CCC- (sf)' its ratings on these classes of notes.

The current outstanding balance for the class R combination notes
has reduced to zero.  S&P has therefore withdrawn its 'BBB+ (sf)'
rating on this class of notes.

As the interest coverage tests for both the class D and E notes
were failing as of the October payment date, and there was no
scheduled principal available to pay interest on the class D
notes, S&P will continue to monitor the transaction's performance
to ascertain if the available credit enhancement is commensurate
with the currently assigned ratings for the class D and E notes.

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


Eurocredit CDO III B.V.

EUR231.3 mil fixed and floating-rate notes and accreting notes

Class         Identifier             To                  From
D1            XS0174884576           CCC+ (sf)         CCC+ (sf)
D2            XS0174884733           CCC+ (sf)         CCC+ (sf)
E-1           XS0174884816           CC (sf)           CCC- (sf)
E-2           XS0174885037           CC (sf)           CCC- (sf)
R(Combo)      XS0174889450           NR                BBB+ (sf)

NR--Not rated.


AVOCA CLO II: S&P Lowers Rating on Class D Notes to 'CC'
Standard & Poor's Ratings Services took various credit rating
actions on all classes of Avoca CLO II B.V.'s notes.

Specifically, S&P has:

   -- Raised its rating on the class B notes;

   -- Lowered its ratings on the class D notes and R and T
      combination notes; and

   -- Affirmed its ratings on the class C-1 and C-2 notes.

The rating actions follow S&P's assessment of the transaction's
performance based on the trustee payment date report dated
Sept. 30, 2015, S&P's credit and cash flow analysis, and recent
transaction developments.  S&P has also applied its current
counterparty criteria and its updated cash flow criteria for
corporate collateralized debt obligations (CDOs).

Since S&P's Jan. 31, 2013 review, it has observed that the class
A-1 and A-2 notes have fully redeemed and the class B notes have
partially redeemed.  This has resulted in an increase in the
available credit enhancement for the class B and C notes.  Due to
par losses since the transaction closed in November 2004, the
class D notes now have no available credit enhancement.

S&P has also observed changes in the portfolio since its previous
review, which in its view, supports the rating actions.  These

   -- The transaction's weighted-average life has reduced to
      3.29 years from 3.69 years.

   -- The portfolio is more concentrated (eight obligors compared
      with 32).

   -- Due to an increase in 'CCC' rated assets (up to 14.68% from
      2.25%) in the portfolio and the overall average rating in
      the portfolio now being 'B' (from 'B+' in S&P's previous
      review), the scenario default rates (SDRs) have increased
      at each rating level.  The SDR is the minimum level of
      portfolio defaults that S&P expects each CDO tranche to be
      able to support the specific rating level using Standard &
      Poor's CDO Evaluator.

   -- As the class C and D notes continue to defer interest
      payments, the increased cost of debt and
      undercollateralization have resulted in the breakeven
      default rates (BDRs) being lower than the SDRs for the
      class C and D notes at their current rating levels.  The
      BDR represents S&P's estimate of the maximum level of gross
      defaults, based on its stress assumptions, that a tranche
      can withstand and still fully repay the noteholders.

   -- More than 20% of the assets will mature after the legal
      final maturity of the transaction in January 2020.  As the
      transaction's exposure to such assets is above 5%, S&P has
      applied paragraph 186 of our corporate CDO criteria to
      address the market value risk associated with these long-
      dated assets.

S&P has subjected the capital structure to its cash flow analysis,
based on its corporate CDO criteria, to determine the BDR at each
rating level.  S&P used the reported portfolio balance that it
considered to be performing, the principal cash balance, the
weighted-average spread, and the weighted-average recovery rates
that S&P considered to be appropriate.

S&P incorporated various cash flow stress scenarios, using various
default patterns, levels, and timings for each liability rating
category, in conjunction with different interest rate stress
scenarios.  To help assess the collateral pool's credit risk, S&P
used CDO Evaluator 6.0.1 to generate SDRs at each rating level.
S&P then compared these SDRs with their respective BDRs.

Taking into account the observations outlined above, S&P considers
that the available credit enhancement for the class B notes (the
most senior class in the capital structure) now supports a higher
rating than previously assigned.  S&P has therefore raised to
'BBB+ (sf)' from 'BBB- (sf)' its rating on this class of notes.
Although S&P's cash flow analysis suggests that the class B notes
can support rating levels above 'BBB+', the upgrade is linked to
the maximum potential rating that the notes can achieve, based on
the downgrade provisions documented for the bank account and
custodian.  Under S&P's current counterparty criteria, the maximum
potential rating on the notes is 'BBB+ (sf)'.  The application of
the largest obligor test also supports a 'BBB+' rating level for
this class of notes.  This test is a supplemental stress test that
S&P applies in accordance with its corporate CDO criteria.  It
addresses event and model risk that might be present in the
transaction and assesses whether a CDO tranche has sufficient
credit enhancement (not including excess spread) to withstand
specified combinations of underlying asset defaults based on the
ratings on the underlying assets, with a flat recovery of 5%.

The rating actions on the class C-1 and C-2 notes, and the class R
and T combination notes reflect the application of the largest
obligor default test and S&P's credit and cash flow analysis.  The
largest obligor default test and the results of S&P's credit and
cash flow analysis show that the available credit enhancement for
the class R and T combination notes is now commensurate with lower
ratings than those previously assigned.  S&P has therefore lowered
its ratings on these classes of notes.  S&P has affirmed its
ratings on the class C-1 and C-2 notes as it considers that the
available credit enhancement is commensurate with the currently
assigned ratings.

S&P has lowered its rating on the class D notes to 'CC (sf)' from
'CCC- (sf)'.

As there is no available credit enhancement for this class of
notes, S&P's credit and cash flow analysis results support a
'CC (sf)' rating for this class of notes.

Avoca CLO II is a cash flow corporate loan collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.


Avoca CLO II B.V.
EUR368.2 mil floating- and fixed-rate notes

                                  Rating       Rating
Class       Identifier            To           From
B           053818AC4             BBB+ (sf)    BBB- (sf)
C-1         053818AD2             CCC- (sf)    CCC- (sf)
C-2         053818AE0             CCC- (sf)    CCC- (sf)
D           053818AF7             CC (sf)      CCC- (sf)
R Combo     053818AK6             CCC- (sf)    CCC (sf)
T Combo     053818AM2             CCC- (sf)    CCC+ (sf)

SPOLDZIELCZY BANK: Financial Regulator Files Bankruptcy Petition
Konrad Krasuski at Bloomberg News reports that Polish banks
retreated on speculation the default of Spoldzielczy Bank
Rzemiosla i Rolnictwa, one of the country's biggest cooperative
lenders, will increase the cost of rescue funds for the industry.

Poland's financial regulator filed for the bankruptcy of SK Bank
in Wolomin on Nov. 21, after the watchdog failed to find an
investor for the lender, Bloomberg relates.

The move triggered a PLN2.1 billion (US$527 million) payout for
the bank's 34,000 clients from the state fund that guarantees
deposits, Bloomberg discloses.

According to Bloomberg, the guarantee fund plans to determine the
fees it will charge local lenders next year by Nov. 30.  It
already raised the burden on banks' risk-weighed assets by 89%
last year as the bankruptcies of two credit unions depleted its
reserves, Bloomberg notes.

Piotr Palenik, an analyst at ING Securities SA brokerage in
Warsaw, said it's "very likely" that the fund will raise the fees
for next year, Bloomberg relays.

Mr. Palenik, as cited by Bloomberg, said the outlook for Poland's
banks may "deteriorate" further.

On top of the increased fees and new taxes, Polish lenders also
face higher capital requirements and banks may be forced to bear
part of the costs of converting their Swiss franc-denominated
mortgages to zloty, Bloomberg says.

The financial regulator placed SK Bank under administration in
August, after revealing that loans sold by the cooperative lender
were riskier than previously reported, Bloomberg recounts.


BRUNSWICK RAIL: S&P Affirms 'CCC-' CCR, Outlook Negative
Standard & Poor's Ratings Services affirmed its long-term
corporate credit rating on Russia-based freight car lessor
Brunswick Rail Ltd. at 'CCC-'.  The outlook remains negative.

At the same time, S&P affirmed its 'CCC-' issue rating on the
US$600 million 6.5% senior unsecured notes due 2017 issued by
Brunswick Rail Finance Ltd.  The recovery rating on the unsecured
notes is '4', indicating S&P's expectation of average (30%-50%)
recovery prospects at the lower end of the range in the event of a
payment default.

The affirmation reflects S&P's view that Brunswick Rail continues
to face a high risk of having to prepay its RUB4 billion (about
$63 million) of its syndicated bank loan due 2016 following the
expiry of the waiver.  The company was in breach of its leverage
covenant under the facility (net debt to EBITDA of 4.75x) as of
the end of June 2015, which the bank syndicate waived until the
end of October 2015.

While Brunswick Rail's cash in hand of about US$65 million as of
early November would be sufficient to prepay the loan, S&P thinks
that this will lead to significant liquidity pressure given weak
and uncertain freight transportation market conditions in Russia
and deteriorating client-payment discipline.  Further, if
Brunswick Rail chooses not to prepay the facility voluntarily,
this would trigger a cross-default provision in the $600 million
senior secured notes, which would become payable on demand.

While S&P understands that Brunswick Rail's management is in
ongoing discussions with its banking syndicate to amend the loan
conditions, S&P also recognizes the probability that the company
may be unable to negotiate adequate covenant relief.  It could
undergo a financial restructuring (as a longer-term solution to
the covenant breach) or a payment default.

S&P also notes that there was a change in Brunswick Rail's
management in September 2015 but both the new CEO and the chairman
of the board have previous experience in the company.  This change
follows an internal review the company initiated itself as a
result of an alleged breach of certain representations and
warranties under its syndicated loan facility, which may have
triggered a prepayment event.  S&P understands this matter is part
of current discussions with the banking syndicate and it sees it
as adding to the uncertainty as to the overall already-
unpredictable outcome of these negotiations.

The negative outlook reflects Brunswick Rail's financial covenant
breach and its weak operational performance, which S&P believes is
unlikely to rebound meaningfully during the next couple of
quarters.  Although the company is in the process of negotiating
with its lenders, there is a risk that it could undergo a
financial restructuring or payment default.

Over the short term, S&P sees an outlook revision to stable as
unlikely.  However, if the company successfully improves its
covenant headroom and agrees workable terms and agreements with
its lenders, S&P could consider a positive rating action.

MAGADAN OBLAST: S&P Lowers LT Issuer Credit Rating to 'B+'
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on the Russian region, Magadan Oblast, to 'B+' from
'BB-'.  At the same time, S&P lowered the Russia national scale
rating on Magadan Oblast to 'ruA' from 'ruAA-'.

S&P also lowered its issue ratings on the oblast's senior
unsecured bonds to 'B+' from 'BB-' and to 'ruA' from 'ruAA-'.


S&P lowered its ratings on Magadan Oblast because S&P revised its
assessment of its liquidity to less than adequate from adequate,
because the oblast is likely to post a deficit after capital
accounts higher than S&P previously forecast (current forecast of
14.5% on average in 2015-2016 versus previous forecast of 10.5% on
average in 2015-2016).  Moreover, the oblast has few committed
bank lines.

The ratings on Magadan Oblast are constrained by S&P's view of
Russia's volatile and unbalanced institutional framework, which
contributes to the oblast's very weak budgetary flexibility and
very weak budgetary performance.  S&P views Magadan Oblast's
financial management as weak in an international context,
mirroring S&P's view for most Russian local and regional
governments (LRGs).  Although Magadan Oblast's wealth exceeds the
Russian average, its economy is weak, in S&P's view, because of
its concentration on mining precious metals.  The oblast's less-
than-adequate liquidity also constrains the ratings.

The ratings are supported by S&P's view of the oblast's low --
although growing -- debt, and low contingent liabilities.

The long-term rating on Magadan Oblast is equivalent to S&P's 'b+'
assessment of the region's stand-alone credit profile.

Located in Russia's Far East, Magadan Oblast has more than 15% of
the country's total gold reserves and 50% of its silver reserves.
For this reason, the oblast's relatively wealthy economy by
Russian standards is highly concentrated on gold and silver
mining, which together provide about 20% of the gross regional
product and approximately 45% of its tax revenues.  S&P estimates
the oblast's GDP per capita at about US$17,000 on average in 2012-

Under Russia's volatile and unbalanced institutional framework,
S&P views Magadan Oblast's budgetary flexibility as very weak.
The federal government regulates the majority of regional revenues
and expenditure responsibilities.  Magadan Oblast's revenue
flexibility is further constrained by the high share of federal
grants that account for roughly 35%-40% of its operating revenues
on average.  Leeway is also restricted on the expenditure side,
especially due to the high share of socially-related spending,
which has expanded in recent years owing to the need to raise
public wages in line with federal government mandates.  Although
the federal government has softened some of its spending targets
for regions for 2016, spending pressure is likely to stay high
because of pressing infrastructure needs.

Moreover, like that of Russian peers, Magadan Oblast's financial
position is highly dependent on the federal government's
decisions, which frequently change.  One recent development was
the Ministry of Finance's recalculation of the oblast's tax
capacity.  This triggered a decrease in equalization subsidies by
Russian ruble (RUB) 1.7 billion (about US$25.5 million on Nov. 16,
2015, or about 7% of the oblast's operating revenues) annually for
2015 and 2016.

Contrary to S&P's previous expectations, the federal government
has been unwilling to provide ad hoc grants to make up for the
reduction (it provided only a small budget loan).  An increase in
tax revenues and ongoing cost-containment measures reported in the
first nine months of 2015 are unlikely to compensate for smaller
federal grants.

Consequently, S&P expects Magadan Oblast's budgetary performance
will remain very weak in 2015-2017.  In S&P's updated base case,
it thinks that the operating deficit will stay at 10% of operating
revenues in 2015-2017, compared with the 11% average in 2013-2014.
This scenario implies the recalculation of equalization grants
from 2017 and also prudent spending, with operating costs kept
under control.  With very weak operating balances and weak capital
revenues, deficits after capital accounts are likely to stay high,
at about 12% of total revenues on average in 2015-2017, compared
with 13% in 2013-2014.

Due to persistently high deficits after capital accounts, S&P
forecasts tax-supported debt will gradually increase and reach
about 54% of consolidated operating revenues by the end of 2017.
As of Oct. 1, 2015, the oblast's direct debt consisted of medium-
term bank loans (85% of total debt), amortizing bonds (5%), and
budget loans (10%), including foreign currency-denominated loans,
which were converted into rubles and will be repaid by the year's

S&P assesses Magadan Oblast's contingent liabilities as low.  S&P
believes that its contingent liabilities are somewhat higher than
the average for Russian regions, given its remote location and
severe subarctic climate conditions.  However, S&P notes that the
related higher costs are already factored into and financed
directly from the budget (including, for example, travel expenses,
a subsidized utility, and possible emergency costs).  Also,
Magadan Oblast has only one self-supporting government-owned
entity, a gold refining plant that has so far not required support
from the oblast's budget.  The plant's debt and payables account
for less than 1% of the oblast's budget revenues.

S&P views Magadan Oblast's financial management as weak in an
international comparison, as S&P do for most Russian LRGs, mainly
due to the lack of reliable budgeting and long-term financial
planning.  Still, S&P acknowledges the oblast's relatively prudent
management of the entities it owns, as well as its ability to
contain spending growth.


S&P has revised its view of Magadan Oblast's liquidity to less
than adequate from adequate, as defined in S&P's criteria.  This
is based on the adequate debt service coverage ratio and the
oblast's limited access to external liquidity.

S&P now expects that oblast's average free cash, net of deficits
after capital accounts and together with committed credit
facilities, will cover about 100% of the oblast's debt service
coming due over the next 12 months, compared with over 120% six
months ago.

In S&P's updated base case for 2015-2017, it expects Magadan
Oblast to keep low cash reserves.  At the same time, S&P
anticipates that the oblast will stick to its practice of
arranging committed bank lines and keeping undrawn amounts of
those lines at RUB1 billion (about US$15 million).  S&P also
believes that, apart from bank facilities, the oblast will
increasingly rely on federal budget loans, which are now available
to all LRGs for commercial debt refinancing purposes.

S&P views Magadan Oblast's access to external liquidity as
limited, given the weaknesses of the domestic capital market.


The negative outlook reflects S&P's view that it might become
increasingly difficult for Magadan Oblast to maintain its current
liquidity position, given the smaller amounts of grants from the
federal budget and the oblast's lack of flexibility to further
contain its spending growth in the context of elevated inflation.

S&P might lower the ratings within the next 12 months if, in line
with its downside scenario, the oblast fails either to achieve
higher revenue growth than S&P expects, or secure materially
higher liquidity sources.  Both of these cases would lead S&P to
revise its assessment of liquidity to weak from less than

S&P could revise the outlook to stable if, within the next 12
months, stronger tax revenue growth and cost-containment measures
allowed the oblast to keep its deficits in line with S&P's base-
case expectations, which would remove pressure from its liquidity

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee by
the primary analyst had been distributed in a timely manner and
was sufficient for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion.  The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook.  The weighting of all rating
factors is described in the methodology used in this rating


                                Rating           Rating
                                To               From
Magadan Oblast
Issuer credit rating
  Foreign and Local Currency    B+/Neg./--       BB-/Neg./--
  Russia National Scale         ruA/--/--        ruAA-/--/--
Senior Unsecured
  Local Currency                B+               BB-
  Russia National Scale         ruA              ruAA-

VOZROZHDENIE BANK: S&P Maintains 'BB-' Rating on CreditWatch Neg.
Standard & Poor's Ratings Services announced that it has
maintained its CreditWatch with negative implications on its
'BB-' long-term counterparty credit rating and 'ruAA-' Russia
national scale rating on Russia-based Vozrozhdenie Bank.  S&P
initially put the ratings on CreditWatch on Aug. 24, 2015.

At the same time, S&P affirmed its 'B' short-term counterparty
credit rating on the bank.

"The CreditWatch placement reflects our view that the bank's
ownership structure has undergone major changes.  Dmitry Orlov,
the founder and majority owner of the bank, passed away in 2014.
We believe that companies related to Promsvyaz Capital B.V. -- the
holding company of Promsvyazbank OJSC (BB-/Watch Neg/B) --have
accumulated about 80% of Vozrozhdenie Bank's share capital.  We
also understand that in the next two to three months, Promsvyaz
Capital intends to consolidate a majority stake in the bank at
holding level, subject to regulatory approval.  We understand that
by year-end 2015 the new major shareholder will develop
Vozrozhdenie Bank's business strategy while addressing the
possible integration, if any, of two other banks.  Our main focus
currently is the lack of clarity as regards the new strategy and
any potential dramatic change in Vozrozhdenie Bank's historically
moderate risk appetite and prudent strategy, which have enabled it
to report stable healthy operating profits in recent years," S&P

"We also understand that the bank's business sustainability is set
to be tested by the recent ownership changes because the previous
major owner and its top-management had good political connections
at the regional level and long-standing relationships with the
clientele.  Until now, we viewed the bank's development strategy
as relatively conservative, which explains its generally stable
performance through the cycle.  We could, however, revise our
opinion if we saw that the new owners are inclined to shift toward
a more aggressive risk appetite, hampering the sustainability of
the bank's business position.  During most of 2015, amid the
changes in ownership and strategy, the bank's business has
stagnated," S&P noted.

"In our opinion, Vozrozhdenie Bank, like the Russian banking
sector, faced tough operating conditions in 2014-2015 owing to
Russia's economic contraction.  This has affected some of the
bank's borrowers' payment capacity and led to a deceleration in
loan growth and deteriorated funding conditions.  As a result, we
expect Vozrozhdenie Bank will face higher credit costs in 2015-
2016. In turn, it will likely face lower profitability and
mounting pressure on its capital base, which could prompt us to
revise downward our assessment of its capital position," S&P said.

The pending finalization of changes to Vozrozhdenie Bank's
ownership structure and the ensuing uncertainty about the bank's
growth strategy could destabilize the bank's business, in S&P's
opinion.  The weakening economic environment and the difficult
operating conditions for banks in Russia could intensify the
strain on the bank's financial fundamentals even further.

"We base our analysis on our view that Vozrozhdenie Bank's
business position is more sustainable than those of most midsize
banks in Russia, based on historical trends and its well-
established position in the relatively wealthy Moscow region, in
addition to its adequate business mix and less aggressive growth
targets than peers'.  Because of its track record of sound core
banking profitability and its strong franchise in the rich and
diversified Moscow region, we currently consider Vozrozhdenie
Bank's business position to be "adequate," despite low systemwide
market shares in the highly fragmented Russian banking market.
Whether the new controlling shareholder will change this and a
shift in strategy might weaken the bank's business position
remains to be seen," S&P said.

S&P aims to resolve the CreditWatch within the next three months.
During this period, S&P expects to obtain greater clarity on
Vozrozhdenie Bank's new major owner's views on the bank's business
strategy and development.

S&P could affirm the ratings on the bank mainly if it observes
that potential changes in its ownership structure do not markedly
affect its strategy or risk appetite.  S&P would also factor in
the bank's self-sustained capital generation to offset forthcoming
losses, or additional capital that the new shareholder would
provide, which would result in our forecast risk-adjusted capital
(RAC) ratio for Vozrozhdenie Bank remaining sustainably above 5%.

S&P could lower the ratings on Vozrozhdenie Bank if S&P thinks
that the newly developed growth strategy is much riskier than
previously and will likely result in a more volatile business
position.  S&P could also take a negative rating action if it saw
deterioration in the bank's capital buffers, with S&P's forecast
RAC ratio decreasing to below 5% because of higher-than-currently-
expected credit costs.

S&P could also consider downgrading Vozrozhdenie Bank if its
funding profile or liquidity unexpectedly deteriorates as a result
of weakened customer confidence, resulting in rising maturity


AMSTOR LLC: Declared Bankrupt by Dnipropetrovsk Court
Interfax-Ukraine reports that the Economic Court of Dnipropetrovsk
region has declared Amstor LLC as bankrupt and ruled to start the
liquidation process.

The relevant ruling of October 16, 2015, was made as part of
bankruptcy proceedings initiated on the basis of the enterprise's
application of September 7, 2015, Interfax-Ukraine relates.

According to Interfax-Ukraine, the liquidator of the enterprise
must make a register of creditors' claims and submit it for
approval to the Economic Court of Dnipropetrovsk region before its
consideration at a meeting scheduled for January 17.  The register
already includes the demands of 20 creditors in the amount of
UAH2.417 billion, which exceeds the company's assets, Interfax-
Ukraine notes.

The company's assets as of September 3, 2015, based on the results
of the audit, were UAH1.304 billion, Interfax-Ukraine discloses.
Its long-term and current liabilities amounted to UAH2.149 billion
and UAH268.067 million respectively, Interfax-Ukraine states.

Dnipropetrovsk-based Amstor LLC develops a network of eponymous
food supermarkets in Ukraine.

DELTA BANK: Guarantee Fund to Introduce Civil Control Mechanism
Interfax-Ukraine reports that the Individuals' Deposit Guarantee
Fund signed a protocol with the civil organization "The union of
the Delta Bank depositors" on November 18, according to which it
will introduce a mechanism of civilian control over the key
aspects of the liquidation of Delta Bank, deputy managing director
of the fund Andriy Olenchyk has said.

"Investors are interested in selling the bank's assets at a
transparent procedure and expensively.  Another reason why we
decided to introduce such a mechanism of interaction is an
electronic petition to the president from the depositors of Delta
Bank which has collected more than 25,000 votes," Mr. Olenchyk
said at a press briefing, according to Interfax-Ukraine.

The report notes that Mr. Olenchyk, investors will be able to
monitor the selection of an appraiser and the audit of the bank,
as well as the formation of lots for the sale of assets.

The creation of a working group is to be completed this week, the
report relays.

The report discloses that Mr. Olenchyk said that the volume of the
total requirements of depositors exceeds UAH10 billion.

As reported, the Individuals' Deposit Guarantee Fund extended
payments to the depositors of Delta Bank (Kyiv) being under
liquidation under the general register of investors, which had to
be completed on November 18, the report adds.

KHARKIV CITY: Moody's Raises Ratings to Caa3, Outlook Stable
Moody's Investors Service has upgraded the City of Kharkiv's
foreign- and local-currency ratings to Caa3 from Ca.  The outlook
on the ratings is stable.

The main driver of the City of Kharkiv's rating upgrade is the
decrease in systemic risk, given the Ukrainian government's
improved credit profile, as reflected by Moody's recent upgrade of
the sovereign's government bond rating to Caa3 stable from Ca


The rating upgrade primarily reflects the improvement in Ukraine's
credit profile, which has direct implications for the ratings of
the City of Kharkiv given its institutional, financial and
macroeconomic linkages with the central government.  Such linkages
are reflected in the fact that the Ukrainian government exerts a
wide control over the Ukrainian cities' finances, which are
exposed to possible reductions in state funding, and the
withdrawal of liquidity from municipal treasury accounts as has
occurred in the past.

The macroeconomic linkages between the central government and
Kharkiv are explained by the exposure of the city's tax revenues
to domestic economic conditions.  Personal income tax, which is
exposed to business cycles, accounts for the majority of the
city's tax revenues.

The financial and institutional linkages with the sovereign
materialized when Kharkiv defaulted on payments on a loan received
from Ukreximbank (Ca negative), which had been granted to finance
the renovation of the city's public transport infrastructure in
preparation for the Euro 2012 football championships.  The payment
failure resulted from a lack of
co-financing from the national government.  Kharkiv missed the
payments of two principal instalments, of UAH85 million (US$3.6
million) and UAH100 million ($4.2 million) in 2014.  The city
repaid all overdue and current debt on this loan in April 2015,
the final maturity date.

Moody's notes that despite its adequate financials, the City of
Kharkiv's rating remains under pressure from the significant
systemic risks reflected in the sovereign government bonds' Caa3
rating, and the fact that the city is neither sufficiently
insulated from national market risks, nor has sufficient fiscal
autonomy to hold a rating exceeding the sovereign level.

Kharkiv maintains good, albeit volatile, budgetary performance
with gross operating balance of 8.7% in 2014 and financing deficit
of 4.4% in 2014.  In addition, the conservative debt policy
resulted in a net direct and indirect debt to operating revenues
ratio of 14.2% at end-2014.  Kharkiv has repaid all of its market
debt in April 2015 and does not have plans for further market


The city's stable outlook mirrors the stable outlook on the
sovereign government bond rating, a measure for systemic risk,
which reflects the current balance of risks for Ukraine's credit


Upward pressure on Kharkiv's ratings could be triggered by any
further upward pressure on the sovereign bond rating, provided
there is no notable deterioration in the city's fiscal performance
or a significant increase in its debt burden.  Conversely,
downward pressure could be exerted on Kharkiv's ratings following
a weakening of the sovereign credit profile, as captured by a
downgrade of the sovereign rating.

The sovereign action required the publication of this credit
rating action on a date that deviates from the previously
scheduled release date in the sovereign release calendar,
published on Moody's website

The specific economic indicators, as required by EU regulation,
are not available for Kharkiv, City of.  These national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Ukraine, Government of

  GDP per capita (PPP basis, US$): 8,681 (2014 Actual) (also
  known as Per Capita Income)
  Real GDP growth (% change): -6.8% (2014 Actual) (also known as
   GDP Growth)
  Inflation Rate (CPI, % change Dec/Dec): 24.9% (2014 Actual)
  Gen. Gov. Financial Balance/GDP: -4.5% (2014 Actual) (also
   known as Fiscal Balance)
  Current Account Balance/GDP: -4% (2014 Actual) (also known as
   External Balance)
  External debt/GDP: 95.8% (2014 Actual)
  Level of economic development: Very Low level of economic
  Default history: At least one default event (on bonds and/or
   loans) has been recorded since 1983.

On Nov. 18, 2015, a rating committee was called to discuss the
rating of the Kharkiv, City of.  The main points raised during the
discussion were: The systemic risk in which the issuer operates
has materially decreased.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2013.

The weighting of all rating factors is described in the
methodology used in this rating action, if applicable.

MILKOW-UKRAINE LLC: Founders Opt to Liquidate Business
Interfax-Ukraine reports that the founders of Milkow-Ukraine LLC,
a subsidiary of Russia's Milkow, a supplier of dairy ingredients,
decided to liquidate the limited liability company.

The founders decided to appeal to the business court of Kyiv to
open a bankruptcy case as the debtor does not have enough assets
to pay their credits, Interfax-Ukraine relays, citing the state
ruling register.

The debt of Milkow-Ukraine LLC is UAH130.49 million, and the
assets that consist of funds on an account total UAH1.113 million,
Interfax-Ukraine discloses.

Milkow-Ukraine LLC is a Kyiv-based dairy company.  Its core
business is dairy products, eggs, fats and vegetable oil

U N I T E D   K I N G D O M

BOLTON WANDERERS: Appoints Trevor Birch as Advisor to Club Owner
Mark Ogden at The Telegraph reports that Bolton Wanderers have
confirmed the appointment of insolvency specialist Trevor Birch as
an advisor to club owner Eddie Davies after revealing that current
chairman Phil Gartside is seriously ill with an unspecified

The Championship outfit, who currently sit in 23rd position in the
second tier, revealed debts of GBP172.9 million in accounts posted
in April, the report says.

And while the vast majority of the debt is owed to Mr. Davies, the
Isle of Man-based millionaire, the lifelong Bolton supporter has
now made it clear that he is unable to continue to bankroll the
club, according to The Telegraph.

Efforts are being made to find a buyer for Mr. Davies's
controlling stake, but with Gartside unable to assist Mr. Davies
due to his illness, Birch has now been recruited to help in the
search for prospective new owners, The Telegraph relates.

"The board of Bolton Wanderers Football Club has today, Tuesday
Nov 17, announced the appointment of Trevor Birch to act on behalf
of the club and owner with immediate effect," the club said in a
statement.  "The role will see Trevor providing assistance to the
board and owner which will include managing negotiations with the
various parties who have expressed an interest in purchasing the

The Telegraph quotes Brett Warburton, Bolton's vice-chairman, as
saying that: "Trevor is a football man who has great experience in
dealing with clubs in difficult financial situations. We welcome
his support in assisting us through this difficult period.

"Our current owner Eddie Davies is fully supportive of the
appointment and will work closely with Trevor.

"Eddie has provided an incredible level of financial support which
has brought the club great success and meant huge enjoyment to all
fans. We all owe him an enormous debt of gratitude.

"Unfortunately, since relegation, we haven't been able to turn
things around on the pitch and regain promotion despite running a
very high player wage bill.

"As the Premier League parachute funding disappears we need to
find further funding to replace it.

"Eddie has indicated that he can't provide any further funding and
we have therefore been working hard to attract the appropriate
investment to take this club forward."

BUNGE LIMITED: Fitch Affirms 'BB+' Rating on Preference Shares
Fitch Ratings has assigned a 'BBB' rating to Bunge Limited Finance
Corp.'s US$500 million senior unsecured notes due November 2020.
The new notes are fully and unconditionally guaranteed by Bunge
Ltd.  Bunge intends to use net proceeds from the issuance for
general corporate purposes, including repayment of outstanding

The Rating Outlook is Stable.


   -- Bunge's overall earnings are concentrated in the
      agribusiness segment, which presently contributes around
      80% of the company's operating income.

   -- Bunge targets organic growth in the value-added food and
      ingredients businesses (edible oils and milling products)
      along with asset purchases to yield a combined contribution
      of 35% of overall segment income over time, offsetting
      reliance on the agribusiness segment.

   -- Fitch sees gross leverage (total debt to EBITDA) maintained
      at the low-end of the historical range of 2.5x to 3.5x,
      supported by the favorable pricing environment and absent
      more aggressive capital deployment requiring debt funding.
      Leverage has sequentially decreased over the past few years
      to a current historical low of 2.6 times (x) under a benign
      commodity-pricing environment.

   -- Bunge has extensive sources of liquidity provided by its
      revolving bank agreements and commercial paper program and
      positive free cash flow (FCF) since 2013 that has benefited
      from low commodity pricing and lighter capital spending, a
      trend that has continued throughout 2015.

   -- Bunge stepped up share repurchase activity starting in 2014
      after taking a hiatus in the prior two years while
      increasing dividends by double-digits annually, which Fitch
      feels are manageable under anticipated cash flow

Agribusiness Segment Concentration: Bunge has a leading position
in oilseed processing and logistics, and accordingly the
agribusiness segment contributes the vast majority of overall
operating income.  While there is some diversification of the
business portfolio provided by the food and ingredients
businesses, the agribusiness segment represents around 80% of
operating income.  In an effort to offset earnings concentration,
Bunge targets increasing the contribution of the food and
ingredients businesses (edible oil and milling products) to 35% of
total operating income through a combination of organic
growth and asset purchases.

Operating Performance Improvement: Collectively, the agribusiness
and food and ingredients segments rebounded in the first nine
months of 2015 from weaker-than-expected performance in 2014 with
operating profit rising 17.4% to $932 million from $794 million in
the same period in 2014.  Overall operating income may increase in
2015 supported by the strong start to the year coupled with
continued large harvest in key growing regions.  Fitch believes
that the company may maintain EBITDA in the range of US$1.7
billion to US$2 billion over the intermediate term.  Long-term,
the outlook for the agriculture industry is favorable given higher
consumption of protein in developing countries and increasing
demand for biofuels.

Historically Low Leverage: The steady, low commodity-pricing
environment following the pricing spike due to drought conditions
in 2012 has limited short-term financing requirements for working
capital needs.  Peak short-term borrowings dropped more than
US$400 million during the year to US$2.1 billion due to lighter
working capital financing, which has benefited gross leverage that
has sequentially decreased to the mid-2x range over the past few
years (2.6x for the latest 12 months (LTM) as of Sept. 30, 2015).
As long as the favorable pricing environment persists, Fitch sees
leverage maintained at the low-end of the historical range of 2.5x
to 3.5x, absent more aggressive capital deployment requiring debt

Sustained Positive FCF: A key credit concern of commodity
processors is access to sufficient liquidity given historically
volatile working capital needs.  Bunge's extensive external
sources of liquidity total over US$5 billion and are necessary to
offset risk related to fluctuations of internal cash flow
generation due to inherent unpredictability of commodity pricing
influencing inventory costs. FCF can vacillate from positive to
negative from year to year; however, given the steady, low
commodity-pricing environment since 2012, coupled with restricted
capital spending over the past years; FCF was positive at $316
million in 2014 and $937 million in 2013. While FCF turned
slightly negative for the LTM as of Sept. 30, 2015,
Fitch sees sustained modest FCF in 2015 considering stable
commodity pricing conditions.

Shareholder Returns Increasing: Share repurchases ramped up in
2014 and 2015 with US$300 million purchased annually compared to
none in 2012 and 2013.  Fitch sees repurchases holding at
US$300 million in 2015 and 2016, absent a leveraging acquisition.
In addition, dividends have increased in the double-digits
annually, which Fitch believes will continue.  Fitch recognizes
the risk for an agribusiness company vulnerable to volatile
working capital swings directing significantly more cash flow to
shareholders but views it is manageable under anticipated cash
flow generation. Bunge's commitment to an investment grade credit
rating supports Fitch's view that the company will conduct the
activities in a disciplined manner.

RMI Supports Ratings: In addition to evaluating traditional
leverage metrics, Fitch also considers leverage ratios that
exclude debt used to finance readily marketable inventories (RMI).
RMI is hedged and very liquid.  Including Fitch's discretionary
10% haircut to reported RMI, Bunge's RMI adjusted leverage was
0.4x for the LTM as of Sept. 30, 2015.  Since RMI adjusted metrics
are generally around 1.0x or below when the company has stress on
its operating earnings and cash flow, Fitch places more emphasis
on gross leverage.


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

   -- Fitch sees Bunge generally operating with gross debt
      leverage in the range of 2.5x to 3.5x. However, rating
      pressure will arise if EBITDA compression and/or a
      stubbornly higher debt load leads to unadjusted leverage
      exceeding 3.5x or RMI-adjusted leverage rising above 1.0x
      lasting over two crop cycles;

   -- Lack of funds from operations (FFO) coverage of capital
      spending and dividends, such that meaningful incremental
      debt funding becomes necessary;

   -- A material and sustained increase in leverage from a
      significant debt financed transaction, most likely a large

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

   -- Fitch does not see positive rating action over the
      intermediate term given vulnerability of the credit profile
      to significant periodic commodity supply/demand imbalances;

   -- However, a commitment to operate with total debt leverage
      in the vicinity of the low 2.0x range, coupled with
      positive FCF generation sustained for multiple years could
      support an upgrade of the ratings.

   -- In addition, diversification of the corporate portfolio
      with increased contribution from the value-added food and
      ingredients businesses such that EBITDA margins increase to
      the mid-single digits and exhibit more stability over the
      commodity pricing cycle could support an upgrade.


Key assumptions within Fitch's rating case for Bunge include:

   -- EBITDA margins modestly expanding to more than 3% over the
      next two years in a steady-state low pricing environment;

   -- Gross debt leverage at the low-end of the 2.5x to 3.5x
      range including Fitch's expectation for EBITDA improvement;

   -- Capital spending to remain below historical levels at
      US$900 million annually;

   -- Positive FCF incorporating a growing dividend and lower-
      than-historical capital spending;

   -- Share repurchases in 2015 at the level of the prior year;

   -- Modest acquisition activity focused on bolt-on purchases.

Fitch currently rates Bunge and its subsidiaries as:

Bunge Limited

   -- Long-term IDR 'BBB';
   -- Preference shares 'BB+'.

Bunge Limited Finance Corp. (BLFC)

   -- Long-term IDR 'BBB';
   -- Senior unsecured bank facility 'BBB';
   -- Senior unsecured notes 'BBB'.

Bunge Finance Europe B.V. (BFE)

   -- Long-term IDR 'BBB';
   -- Senior unsecured bank facility 'BBB'.

Bunge N.A. Finance L.P. (BNAF)

   -- Senior unsecured notes 'BBB'.

CABLE & WIRELESS: Moody's Affirms Ba2 Corporate Family Rating
Moody's Investors Service assigned a provisional (P)Ba2 rating to
Sable International Finance Ltd. (SIFL)'s / CWC-US Co-Borrower
LLC's proposed term loans totaling USD800 million due in 2022.
SIFL and CWC-US Co-Borrower LLC are subsidiaries of Cable &
Wireless Communications Plc ("CWC" -- Ba2, negative).  CWC's Ba2
corporate family rating, as well as the secured and unsecured
ratings of the other subsidiaries in the group, were affirmed.
The outlook on the ratings is negative.

The proposed issuance follows Liberty Global plc ("Liberty
Global" - Ba3 stable) and Cable & Wireless Communications plc's
announcement of a recommended offer (the "Offer") by Liberty
Global for all outstanding and to be issued shares of CWC.
Pursuant to the Offer, Liberty Global would acquire CWC for shares
of Liberty Global in a scheme of arrangement.  Liberty Global will
offer a maximum of 31.7 million of its Class A shares, 77.5
million of its Class C shares, 3.6 million of Class A shares of
the tracking stock for its operations in Latin America and the
Caribbean (the "LiLAC Group), 8.9 million of LiLAC Class C shares.
In addition, CWC would pay a special dividend of 3 pence per CWC
share, equivalent to USD 201 million at the current exchange rate.
The Offer has been agreed by the Liberty Global board of directors
and agreed and recommended by the CWC board of directors and is
subject to approval by both CWC's and Liberty Global's


CWC's Ba2 corporate family rating reflects the company's leading
market positions throughout the Caribbean and Panama, its
effective business model and solid operating performance.  The
rating remains constrained by CWC's high leverage; operating
challenges and exposure to the emerging economies where it
operates; the competitive nature of the telecom industry; and the
execution risks surrounding its strategic realignment efforts.

Part of the proceeds from the term loan will be used to refinance
existing secured debt of USD400 million due in 2020.  The
remaining proceeds will be used to cover transaction fees and pay
a special dividend upon closure of the proposed acquisition of CWC
by Liberty Global, which was announced in November 2015 and
(subject to, among other conditions, Liberty Global and CWC
shareholder approvals, certain regulatory approvals and court
sanction of the scheme of arrangement) is expected to close by the
second quarter of 2016.

The incremental debt totaling about USD 370 million will put
pressure on CWC's leverage ratios.  Pro-forma for the transaction
and including Columbus full one year EBITDA, CWC's leverage ratio
as adjusted by Moody's and on a fully consolidated basis is
estimated by Moody's to peak at about 3.7 times at fiscal year-end
2016.  In comparison, excluding the incremental debt, Moody's
estimates leverage would reach around 3.3 times.

Moody's views CWC's acquisition by Liberty Global as a credit
positive, since CWC will be part of a larger, well-funded group
and will likely be able to capture synergies in areas such as
revenue, content, procurement, administration and product
development due to economies of scale.  Nevertheless, it is still
unclear whether there will be changes in financial policies and
how long it will take CWC to resume its deleveraging trend.
Accordingly, if the capturing of synergies is not materialized and
no improvement is observed in leverage ratios over the next couple
of quarters, the ratings could be realigned to reflect a more
leveraged credit profile.

Moody's has also assumed that in case shareholder loans are
introduced to CWC's capital structure, they will meet Moody's
criteria for equity-equivalent treatment.

The negative outlook still reflects execution risks surrounding
the integration of Columbus, and ongoing uncertainty surrounding
the realignment of CWC's business model to a new regional and
operational strategy.  In addition, the outlook assumes ongoing
negative free cash flow coupled with increased indebtedness that
resulted in higher leverage.

Downward pressure on the rating could develop if CWC's adjusted
EBITDA margins stay below 35% on a sustained basis or if gross
debt to EBITDA as adjusted by Moody's and considering the full
consolidation of Columbus remains above 3.0 times on a sustained
basis.  Also, if interest coverage as measured by FFO + interest
expense/interest expense remains below 3.0 times on a sustained
basis, the rating would come under pressure.  Deteriorating
operating performance that impacts cash flow or liquidity such
that the company is unable to carry out planned investments would
also pressure the rating.

Given the transitional state of the company following its
portfolio reshuffling, upwards rating pressure is currently
limited.  However the rating could experience upward pressure once
the company returns to meaningful positive free cash flow at a
group level on a sustained basis, and if the company's gross debt
to EBITDA ratio (as adjusted by Moody's) stays below 2.0 times on
a sustained basis.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.

Headquartered in London, Cable & Wireless Communications Plc (CWC)
is a leading provider of telecommunications-based services,
including mobile, high-speed broadband, traditional and IP-based
voice services, and advanced digital video services, as well as
wholesale broadband capacity and managed IT services to consumers,
businesses, telecommunications carriers and governments in the
Caribbean, Latin America and Seychelles.  CWC does not fully own
all of its businesses, as some are wholly owned and others are
partly owned with public, governmental, or corporate partners.
The company consolidates the results of all operating
subsidiaries, and controls each entity's financial and operating


Issuer: Sable International Finance Limited
  Senior Secured Bank Credit Facility, Assigned (P)Ba2


Issuer: Cable & Wireless Communications plc
  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2

Issuer: Cable & Wireless International Finance B.V.
  Senior Unsecured Regular Bond/Debenture, Affirmed B1/LGD6

Issuer: Cable & Wireless Limited
  Commercial Paper, Affirmed NP

Issuer: Sable International Finance Limited
  Senior Secured Regular Bond/Debenture, Affirmed Ba2
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Issuer: Cable & Wireless Communications plc
  Outlook, Remains Negative

Issuer: Cable & Wireless International Finance B.V.
  Outlook, Remains Negative

Issuer: Cable & Wireless Limited
  Outlook, Remains Negative

Issuer: Sable International Finance Limited
  Outlook, Remains Negative

CABLE & WIRELESS: S&P Assigns 'BB-' Rating to Sr. Secured Loans
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating to Sable International Finance Ltd.'s and CWC-
US Co-Borrower LLC's (subsidiaries of Cable & Wireless
Communications PLC [CWC]) proposed senior secured loans for
US$440 million and US$360 million due 2022.  In addition, Sable
International Finance Ltd is issuing an unrated revolving credit
facility for US$570 million.

Proceeds from the US$440 million loan will be used to refinance
the US$400 million 8.75% secured notes due 2020.  That could occur
as early as post shareholder votes, following the first call date
in February 2016.  Proceeds from the US$360 million loan will be
used to fund a special dividend in connection with Liberty
Global's acquisition of CWC and to fund transaction related fees
and expenses.

S&P also affirmed its 'BB-' long- and 'B' short-term corporate
credit ratings on CWC.  At the same time, S&P affirmed its
existing issue-level ratings on CWC's subsidiaries.

The affirmation follows CWC's announcement that it has reached an
agreement to be acquired by Liberty Global.  In S&P's view, the
proposed acquisition modestly strengthens CWC's business risk
profile because of the potential for operating synergies through
cross-selling, improvements in the video offerings and network
quality, enhancements in the B2B offerings, savings related to
elimination of public company expenses, and the leveraging of the
combined scale in areas such as content, procurement, and product
development.  However, timing for achieving synergies is
uncertain. Liberty will also bring its knowledge and management

Upon the closing of the transaction -- expected by the second
quarter of 2016 -- S&P expects CWC's pro forma proportionate
leverage to be about 5.0x.  This metric would support S&P's
current revision of the company's financial risk profile to
"aggressive" from "highly leveraged."  CWC's recent acquisition of
Columbus International Inc. included a put option arrangement
representing a US$879 million liability, which S&P viewed as an
adjustment to debt.  Following Liberty Global's acquisition of
CWC, option holders will transfer their shares in the scheme, and
the put option arrangement will fall away, reducing CWC's leverage
and improving its financial risk profile, despite additional debt
for the acquisition.

The stable outlook on CWC reflects the stable outlook on Liberty
Global and S&P's view that the former will maintain its leading
market positions.  The outlook also reflects S&P's expectation
that CWC will report stable revenues and maintain an EBITDA margin
of above 30% for the next few years.  Additionally, S&P expects
the company to slightly improve its credit metrics in the next two
years amid higher EBITDA as a result of further synergies from the
Columbus acquisition.

The ratings could come under pressure if the company increases its
proportionate leverage above 5.0x on a consistent basis, resulting
from increased churn from its customer base, more debt-financed
acquisitions, higher capital expenditures, weaker economic
conditions, and increased competition.

An upgrade is unlikely in the near term because the rating on CWC
will be capped to that on Liberty Global.  However, S&P could
upgrade CWC if S&P was to upgrade Liberty Global and CWC's credit
metrics strengthen with proportionate debt to EBITDA of less than
4.0x and FFO to debt below 20%.

CARRINGTON WIRE: Director Disqualified For Facilitating Fraud
Richard Martin Williams has been disqualified for 12 years from
acting as a director for failing to make sure Carrington Wire
Limited (CWL) met its obligations to the CWL Defined Benefit
Pension Scheme and causing Gillico Limited, a dormant company, to
facilitate a series of transactions which enabled an unconnected
Russian company to avoid its liabilities to the CWL Defined
Benefit Pension Scheme.

The Pension Fund contained over 500 members and endured a loss of
over GBP26 million as a result of Mr. Williams' actions.

This disqualification follows an investigation by the Insolvency

Carrington Wire Limited traded from 1924 as a manufacturer of wire
products in Yorkshire. In 2006, OAO Severstal, a Russian company,
purchased the entire shareholding of CWL.

Under the terms of the share sale agreement, OAO Severstal
guaranteed the Carrington Wire Defined Benefit Pension Scheme for
as long as it remained associated with CWL.

CWL was loss making under Severstal's ownership and in late 2008
OAO Severstal sought an exit from CWL.

Initially, the Scheme and its trustees were kept apprised of OAO
Severstal's attempts to exit CWL. When OAO Severstal was unable to
find a third party that would purchase CWL and provide a guarantee
or similar which would offer the same protection to the Scheme,
OAO Severstal continued to seek an exit from CWL and the
guarantee, without the trustees' knowledge.

On June 16, 2010, the entire share capital of CWL was purchased by
GILLICO, a company of which Mr Williams was the sole shareholder
and director. GILLICO was not associated with OAO Severstal or any
of the other Severstal companies and the share sale terminated OAO
Severstal's guarantee. No similar guarantee was provided by
GILLICO which had been a dormant company until that point with
assets of only GBP100, (representing its share capital).

On the same date, and at a time when he knew that CWL would not be
able to settle the multi-million pound Scheme deficiency, Mr.
Williams was appointed a director of CWL.

Under the terms of the share sale agreement between OAO Severstal
and GILLICO, a 'working capital adjustment' of GBP400,000 was to
be provided by OAO Severstal to GILLICO as purchaser of CWL.

Post-completion, on June 21, 2010, GILLICO's solicitors received
the sum of GBP400,000 and on June 22, 2010, these monies, net of
the legal costs of the share sale/purchase, were transferred to
Mr. Williams. These monies, totalling GBP382,136 were not paid
into CWL and instead, according to Mr. Williams, were used by him
to repay personal debts and make payment to his wife, from whom he
was then separated.

At liquidation, CWL had estimated liabilities totalling
GBP26,554,460 (being the Pension deficit) and total deficiency of
GBP44,903,162 (including GBP17,499,202 due to shareholders).

The Secretary of State for Business, Innovation & Skills accepted
an Undertaking from Richard Martin Williams on Nov. 2, 2015 for
12 years from November 23.

In summary, Mr. Williams misused his position as a director to:

  * withhold information from relevant parties,

  * provide untruthful assertions, promises and statements that
    assuaged and coerced others,

  * knowingly ignore the Pension Regulator's advice/instruction
    in relation to security of Pension funds on sale/transfer,

  * corruptly accept or divert payment for his part in the

Commenting on the disqualification, Cheryl Lambert, Chief
Investigator at the Insolvency Service, said:

"Mr. Williams was the facilitator for a foreign owned business to
abandon British workers and pensioners. He consciously and
deliberately ignored the interests and enquiries of others,
withholding information and also doing the opposite of what was
advised and required via the Pension regulator. He ultimately
personally benefited through the payment of moneys by the Russian
company to Gillico which he then diverted to his own pocket rather
than ensuring it reached its supposed ultimate destination
(Carrington Wire).

"This was a disgraceful conspiracy to abandon a pension scheme and
this disqualification shows that misuse of the privileges of
limited liability trading are not tolerated and the Secretary of
State will seek out miscreants to send a message to those tempted
to use companies as a vehicle for evading debt, especially the
pensions of hard working citizens."

Carrington Wire Limited was placed into Liquidation on Dec. 5,

CO-OPERATIVE BANK: Fitch Revises Covered Bond Outlook to Stable
Fitch Ratings has revised the Outlook on The Co-operative Bank
plc's (Co-op, B/Stable/B) GBP600 million outstanding mortgage
covered bonds to Stable from Negative, while affirming the rating
at 'BBB+'.


The Outlook revision of the covered bond follows a similar action
on Co-op's Long-term Issuer Default Rating (IDR) to Stable from

The 'BBB+' rating of the covered bonds is based on Co-op's IDR of
'B', an unchanged IDR uplift of 0, an unchanged Discontinuity Cap
(D-Cap) of 4 notches (moderate risk) and the 77.5% asset
percentage (AP) that Fitch takes into account in its analysis,
which provides more protection than the 89.5% 'AAA' breakeven AP.
The 89.5% AP supports a 'BB+' tested rating on probability of
default basis and a three-notch recovery uplift to 'BBB+'.

The 89.5% 'BBB+' breakeven AP, corresponding to a breakeven OC of
11.7%, is unchanged from our last rating action in March 2015. The
worst case scenario of cash flow analysis remains unchanged, which
assumes the payment switches to the cover pool just before the
bond matures. It results in an asset disposal loss component of
18.8%, reflecting the need for asset sales to meet bond payment.

The 'BBB+' credit loss of 0.9% represents the impact on the
breakeven OC from the 6.6% 'BBB+' weighted average (WA) default
rate and the 86.2% WA recovery rate for the mortgage cover assets.
The cover pool is well seasoned (89 months as of end-Sep15) and
geographically diversified. The weighted average current loan-to-
value was 52.7% as of end-September 2015, which is lower than the
UK average. Loans in arrears are taken out of the pool regularly.

The cash flow valuation component leads to a lower 'BBB+'
breakeven OC by 7.5%, which reflects excess spread in the program.

In its analysis, Fitch relies on an AP of 77.5% which is used in
the asset coverage test disclosure on the program's investor


The 'BBB+' rating would be vulnerable to downgrade if any of the
following occurs: (i) the IDR is downgraded by 1 or more notches
to 'B-' or below; or (ii) the number of notches represented by the
D-Cap is reduced to 3 or lower; or (iii) the AP that Fitch
considers in its analysis increases above Fitch's 'BBB+' breakeven
level of 89.5%.

On September 22, 2015, Fitch published an exposure draft for UK
residential mortgage assumptions. 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 the existing ratings accordingly.

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

EMBASSY WINE: Director Disqualified For 11 Years
Jonothan Piper, a director of Embassy Wine UK Ltd, a company that
traded in fine wine investments, has been disqualified as a
director for 11 years for causing or failing to prevent the
company from selling wine to customers which it failed to provide,
purchasing wine from customers which it failed to pay them for,
and charging fees to customers for which no service was provided.

Mr. Piper's disqualification from Nov. 17, 2015, means that he
cannot promote, manage, or be a director of a limited company
until 2026.

Embassy was wound up Public Interest grounds after an
investigation by the Insolvency Service. There then followed
further investigations by a specialist team of the Insolvency

The investigation showed the company was involved in a scheme to
deprive investors of their savings by persuading them to invest in
wine or sell their fine wine through the company. As a result,
customers are owed at least GBP382,167.

Commenting on this case Paul Titherington, Official Receiver in
the Public Interest Unit, said:

"The Insolvency Service will not hesitate to use its enforcement
powers to investigate and disqualify directors whose companies
defraud the public.

"The amount owed to customers may in fact be higher than that
revealed by our investigations as the company failed to keep
adequate records and there may therefore be additional customers I
am presently unaware of."

The investigation uncovered that between June 28, 2011, and
Dec. 3, 2014, Embassy traded buying and selling fine wine from
individuals in the UK. As at the date of the winding up order, the
company had no known assets.

Jonothan Piper was the sole de jure director of the company
throughout the period of these trades.

The petition to wind up the company was presented by the Secretary
of State for Business Innovation and Skills on Public Interest
grounds. The winding up order was made against Embassy on Dec. 3,

KIDDISAVE: In Liquidation, Closes Shop
Walsall Adviser reports that a shop that has provided nursery
goods to generations of Walsall residents has closed and is in the
process of going into liquidation.

Kiddisave, based at Seymour House in Green Lane, Walsall shut its
doors on November 18 without notice with a sign of its closure put
on the shutters, according to Walsall Adviser.

The report notes that following investigations after a number of
calls to their offices by concerned customers Lorraine Boothman,
Trading Standards and Licensing Manager said: "The company is
being liquidated and customers who have placed orders with
Kiddisave or have any other civil claim should contact Mrs K
Possard from W P Mayfield Insolvency Practitioners, Queensway,
Halesowen B63 4AB.

"Customers who have paid by credit card for goods over GBP100 may
be able to claim from their credit card company," the report
quoted Ms. Boothman as saying.

"For those people who have paid by debit card, there is a
voluntary scheme called Charge Back and we would advise that you
contact your card provider to see if they are part of this
arrangement," Ms. Boothman added.

PANTOMIME PARTNERSHIP: In Liquidation, Owes GBP328,834
Lincolnshire Echo reports that the show will go on according to
management at Lincoln Theatre Royal despite the company behind it
going into liquidation with debts of GBP328,834.

The Pantomime Partnership Ltd was formed in May 2013 to run the
city's oldest stage in Clasketgate, but has been replaced by a new
operating company called Moonstone Entertainments Ltd, according
to Lincolnshire Echo.

The report notes that Her Majesty's Revenue & Customs were owed
GBP82,500 by the Pantomime Partnership, according to a list of
creditors from September, with GBP37,100 for the Lincoln Theatre
Pension Scheme outstanding, GBP40,000 in performance royalties and
GBP16,058 to South Kesteven District Council -- although the
council says it is owed nothing.

The theatre management said a new company was formed after HMRC
asked for an GBP86,000 security bond to cover tax or duty, which
the business had not bargained for.

The report relays that chief executive Ian Dickens said: "We did
change companies and we have been trading as Moonstone since June.

"As ever, we are just trying to make Lincoln Theatre Royal work
for ourselves and Lincoln as a whole. HMRC wanted an GBP86,000
bond which we could not afford -- our VAT bill is GBP40,000 a

"Our creditors have been paid, but we haven't paid HMRC the bond,
which is why we have resulted in the situation of forming a new

The report relays that Emma Anderson, spokesman for PRS for Music,
said: "The management company was a licensee of PRS for the public
performance of musical works played and performed in the
productions at the theatre.

"We confirm that PRS was owed money by the management company for
royalties due under its licence.  We are investigating the full
extent of the debts owed and will liaise with the liquidator."

Lincoln Theatre Royal started out as the New Theatre Royal in
1893.  An earlier theatre from 1806 destroyed in a fire in 1892
was a rebuild of another theatre from 1764.

PARABIS GROUP: To Enter a Pre-pack Administration Process
Hayley Kirton at CityAm reports that legal and professional
services provider Parabis Group is to be broken up and sold off as
part of a pre-pack administration process, Sky News reported late
on Saturday.

Sources told Sky News that the move would save "all but a handful"
of the 2,000 jobs at the company and the sales would raise just
over GBP50 million, less than Parabis's current debt of GBP70
million, according to CityAm.

The report notes that the pre-pack administration, which will
reportedly be handled by AlixPartners, will see Parabis's personal
injury claims division Plexus Law be sold to a new entity set up
by Parabis founder Andrew McDougall and its rehabilitation and
medical legal business be acquired by Premex.

Private equity company Duke Street Capital purchased the legal
services group in 2012, making Parabis the first Alternative
Business Structure (ABS) with private equity backing. Sky News
reported that Duke Street Capital has already written-off its
GBP30 million investment, the report relays.

Introduced under the Legal Services Act 2007, ABSs allow non-
lawyers to own and invest in law firms.  The first ABS license was
issued by the Council for Licensed Conveyancers in late 2011.

TORQUING GROUP: Zano Project Collapses
-------------------------------------- reports that the Zano mini drone, which claimed to be
an "intelligent, swarming, nano drone," was backed by more than
12,000 people on Kickstarter, but has been beset by problems ever

Pembrokeshire-based Torquing Group said it had "considered
carefully the technical, commercial and financial viability" of
the project before pulling the plug, according to

The company's management said it was "greatly disappointed" by the
outcome of the project, and is now calling in liquidators, the
report notes.

The report relays that the decision could leave thousands of
backers out of pocket.  Some people who had pre-ordered the drone
outside of the Kickstarter campaign have already resorted to small
claims court to get their money back, the report says.

Earlier this month, Ivan Reedman, Torquing Group's former chief
executive and R&D director, resigned citing "personal health
issues and irreconcilable differences," the report notes.

The report says that on its Kickstarter page the project had
tempted backers with a slick video that showed the drone following
a mountain biker, zooming into the sky to take selfies and soaring
over clifftops to capture high-quality video.

The Zano, its Kickstarter page claimed, was "small enough to fit
in the palm of your hand and intelligent enough to fly all by
itself", but early shipments raised concerns amongst backers, the
report relays.

The report discloses that customers on Zano's Facebook page
complained the drone didn't respond to commands or operate as
advertised.  On an unofficial forum for the product, others
complained that Torquing Group had failed to respond to their
complaints and concerns about the product, the report adds.


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  Go to 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

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