TCREUR_Public/151209.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, December 9, 2015, Vol. 16, No. 243

                            Headlines

A Z E R B A I J A N

KAPITAL BANK: Fitch Affirms Then Withdraws 'BB-' Long-Term IDR


C Z E C H   R E P U B L I C

NEW WORLD: Management Must Find Ways to Help OKD Mining Unit


F R A N C E

CMA CGM: Moody's Changes Outlook on 'B1' CFR to Stable
CMA CGM: S&P Revises Outlook to Negative & Affirms B+ CCR


G E R M A N Y

CARLSSON: Sambo Motors Saves Firm From Insolvency
PICKENPACK GROUP: Administrator Seeks Buyer For Business
SC GERMANY 2015-1 UG: DBRS Assigns (P)BB Ratings to Class D Debt


G R E E C E

GREECE: Parliament OKs 2016 Budget, Creditors to Assess Reforms


I R E L A N D

DEKANIA EUROPE III: Fitch Affirms 'CCC' Ratings on 3 Note Classes


I T A L Y

CLARIS SME 2015: DBRS Assigns BB Rating to Class B Notes


L A T V I A

TRIKATAS KS: Farmers Seek to Replace Administrator


L U X E M B O U R G

GLOBAL BLUE: Moody's Lowers CFR to B1 on Dividend Recap


N E T H E R L A N D S

HARBOURMASTER CLO 4: Fitch Affirms 'CCC' Rating on Class S2 Debt
NXP BV: S&P Raises Corp. Credit Rating From BB+, Outlook Stable
NXP SEMICONDUCTOR: Moody's Raises Corporate Family Rating to Ba1


R U S S I A

AGROS LLC: Bank of Russia Suspends Insurance License
BANK GOROD: Fails to Provide Documents of Loan Agreements
BELGOROD REGION: Fitch Affirms 'BB' Issuer Default Ratings
BENEFIT-BANK JSCB: Fails to Provide Documents of Loan Agreements
CONCEPCIA LLC: Bank of Russia Revokes Reinsurance License

DELOPORTS LLC: Fitch Assigns Final 'BB-' Rating to 2018 Notes
EVRAZ GROUP: S&P Revises Outlook to Negative & Affirms BB- CCR
EVRAZ GROUP: Fitch Assigns 'BB-(EXP)' FC Senior Unsecured Rating
KRAYINVESTBANK: S&P Puts 'B/B' Ratings on CreditWatch Negative
MDM BANK: S&P Cuts Counterparty Credit Rating to B

MECHEL OAO: VTB Has Yet to Decide on Elga Stake Acquisition
RUSSIA: Moody's Changes Outlook to Stable on 12 Companies
RUSSIA: Moody's Changes Outlook on 18 Non-Financial Corporates
TATNEFT PJSC: Moody's Changes Outlook on Ba1 CFR to Stable


S P A I N

AYT CAJAGRANADA: S&P Lowers Rating on Class C & D Notes to CCC
BBVA-10 PYME: Moody's Assigns (P)B3 Rating to Series B Notes
FONCAIXA PYMES 7: DBRS Assigns CCC Rating to Series B Notes
PYMES SANTANDER 8: DBRS Discontinues C(sf) Rating on Class C Debt
GRUPO ISOLUX: Fitch Cuts LT Issuer Default Rating to 'B'


T U R K E Y

BURSA METROPOLITAN: Fitch Lifts Issuer Default Ratings to BB+


U K R A I N E

PRIVATBANK: Fitch Hikes Long-Term Issuer Default Rating to 'CCC'
PRIVATBANK: S&P Raises Counterparty Credit Rating to B-/C


U N I T E D   K I N G D O M

DECO 11-UK: Fitch Raises Rating on Class A1-B Debt to 'B-sf'
NEPTUNE RATED: Fitch Assigns 'BBsf' Rating to Mezzanine Facility
STUDY GROUP: Moody's Affirms B3 CFR & Changes Outlook to Negative
TATA STEEL: Nears Deal to Offload Scunthorpe Steel Plant


                            *********


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A Z E R B A I J A N
===================


KAPITAL BANK: Fitch Affirms Then Withdraws 'BB-' Long-Term IDR
--------------------------------------------------------------
Fitch Ratings has affirmed Kapital Bank's (KB) Long-term foreign
currency IDR at 'BB-' with Stable Outlook and subsequently
withdrawn the ratings.

Fitch has withdrawn KB's ratings as the issuer has chosen to stop
participating in the rating process, and Fitch will therefore no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for KB.

KEY RATING DRIVERS

On September 21, 2015 Fitch upgraded KB's Long-term IDR to 'BB-'
from 'B+' and Viability Rating (VR) to 'b+' from 'b'. The upgrade
of the IDR was driven by the upgrade of the bank's Support Rating
and upward revisions of its Support Rating Floor, and reflected
Fitch's reassessment of the likelihood of potential support
available to the bank from the Azerbaijan authorities, in case of
need.

The upgrade of KB's VR reflected the bank's extended track record
of reasonable asset quality and profitability, as well as the
benefits from the bank's strong capital position and only limited
exposure to foreign currency risks given modest balance sheet
dollarization.

RATING SENSITIVITIES

Not applicable

The following ratings have been affirmed and withdrawn:

Long-term foreign currency IDR: 'BB-'; Outlook Stable
Short-term foreign currency IDR: 'B'
Viability Rating: 'b+'
Support Rating: '3'
Support Rating Floor: 'BB-'


===========================
C Z E C H   R E P U B L I C
===========================


NEW WORLD: Management Must Find Ways to Help OKD Mining Unit
------------------------------------------------------------
Ladka Bauerova and Andrea Dudik at Bloomberg News report that the
Czech state is the last resort to help New World Resources Plc.

According to Bloomberg, Finance Minister Andrej Babis said in a
Dec. 3 interview that the management needs to seek ways to help
its OKD mining unit.

Mr. Babis, as cited by Bloomberg, said "From our point of view, it
would be best if bondholders converted their bonds into a stake
and looked for some strategic partners" or, once company is
cleaned up, sell it to state for "1 koruna".

"For us, a cleaned up company would be best," allowing potential
investors, which may include CEZ's Severoceske Doly to look into
the company as investor.

Mr. Babis said OKD may under current market conditions become
insolvent by mid-2016, Bloomberg relays.

As reported by the Troubled Company Reporter-Europe on Dec. 4,
2015, Bloomberg News related that Industry and Trade Minister
Jan Mladek said the Czech government won't buy the mining unit of
the struggling coal company.  NWR has suffered as the global glut
depressed prices, making its mines unprofitable, Bloomberg
disclosed.  The company has gone through forced debt restructuring
last year and analysts estimate it may run out of cash as early as
next year, according to Bloomberg.

New World Resources Plc is the largest Czech producer of coking
coal.



===========
F R A N C E
===========


CMA CGM: Moody's Changes Outlook on 'B1' CFR to Stable
------------------------------------------------------
Moody's Investors Service has changed to stable from positive the
outlook on CMA CGM S.A.'s B1 corporate family rating, B1-PD
probability of default rating and B3 senior unsecured rating.
Concurrently, Moody's has affirmed the ratings assigned to the
company.  This follows CMA CGM's announcement of a pre-conditional
voluntary general cash offer to acquire Neptune Orient Lines
Limited (NOL, unrated), a Singaporean container liner, for a
consideration of $2.4 billion.  Temasek Holdings (Private) Limited
(Aaa stable), NOL's largest shareholder with a 67% stake, has
irrevocably undertaken to tender all of its shares into the offer.

"While the affirmation reflects that CMA CGM's potential
acquisition of NOL would strengthen its business profile, it also
factors in an initial increase in leverage as well as potential
execution risks," says Marie Fischer-Sabatie, a Moody's Senior
Vice President and lead analyst for the issuer.  "The stable
outlook reflects our view that CMA CGM will return to a financial
profile in line with the B1 rating within 18 months after the
acquisition closing".

RATINGS RATIONALE

The affirmation of CMA CGM's B1 rating reflects the expected
improvement in the company's business profile from the integration
of NOL, as well as an initial weakening in its financial profile,
while the transaction entails some execution risks.  The
acquisition of NOL would increase CMA CGM's capacity by
approximately a third (based on pro forma September 2015 data),
consolidating its position as the third-largest player in the
container shipping segment, narrowing the gap with Maersk Line,
the market leader owned by A.P. Moller Maersk A/S (Baa1 positive),
and Mediterranean Shipping Company (unrated).

Acquiring NOL would also strengthen CMA CGM's position on certain
routes (e.g. Transpacific and intra-Asia), increasing its
geographic diversification.  Moody's expects that the transaction
will generate material cost synergies, notably related to network
optimization and headcount reduction, as has been the case for
previous acquisitions in the sector.

CMA CGM will pay approximately $2.4 billion to acquire 100% of NOL
and it will also assume NOL's financial net debt, which amounted
to $2.6 billion as at Sept. 30, 2015.  The acquisition will be
funded with a mix of cash and bank financing from a syndicate of
international banks.  This will materially increase CMA CGM's
leverage (i.e. gross debt/EBITDA, including Moody's adjustments),
which Moody's estimates to reach approximately 5.5x in 2016 (pro
forma, i.e. with a full-year of NOL's cash flows).  CMA CGM had a
leverage of 4.2x in the last 12 months (LTM) to June 2015.  CMA
CGM expects to review the combined group's assets and make
disposals for an amount of at least $1 billion.  This will
contribute to reducing leverage in the months following the
acquisition closing.  Moody's therefore expects leverage to
decline to a level in line with the B1, namely 4-5x, within 18
months after closing.

The transaction entails some execution risks relating to (1) asset
sales, which will materially contribute to reducing debt after the
acquisition; (2) the exit of NOL from alliances including G6,
which could take up to 12 months, and the subsequent entrance into
CMA CGM's alliances; (3) the weak performance of NOL in the past
years, with negative core EBIT since 2011; and (4) the challenging
market environment in container shipping with ongoing declines in
freight rates.

RATIONALE FOR THE OUTLOOK

The stable outlook reflects Moody's expectation that CMA CGM's
financial profile will return to a profile in line with the B1
rating within 18 months after the closing of the NOL acquisition.
It also assumes that CMA CGM will maintain an adequate liquidity
profile and refinance the acquisition financing well in advance of
its maturity.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure could materialize if Moody's sees evidence
that CMA CGM can sustain its solid operating performance and
report the following metrics over an extended period of time: (1)
leverage (debt/EBITDA) moving towards 4x; and (2) funds from
operations interest expense coverage above 4x (ratios include
Moody's adjustments).  At the same time, the company should
maintain an adequate liquidity profile.

Downward rating pressure could develop if challenging market
conditions lead to (1) leverage above 5x for an extended period of
time; (2) funds from operations interest expense coverage below 3x
(ratios include Moody's adjustments); or (3) a material weakening
of the company's liquidity profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Shipping Industry published in February 2014.

Headquartered in Marseille, France, CMA CGM is the third-largest
container shipping company in the world measured in TEU.  CMA CGM
generated revenues of $16.7 billion in 2014.


CMA CGM: S&P Revises Outlook to Negative & Affirms B+ CCR
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on France-
based container ship operator CMA CGM S.A. to negative from
stable.

At the same time, S&P affirmed its 'B+' long-term corporate credit
rating on CMA CGM and the 'B-' ratings on the company's senior
unsecured notes.  The recovery rating on these notes remains
unchanged at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in the event of a payment default.

The outlook revision follows CMA CGM's announcement of its
proposed acquisition of Singapore-based container liner Neptune
Orient Lines Ltd. (NOL), subject to anti-trust approvals expected
by mid-2016.  This has reduced the company's available cash
position and will weaken its credit measures.  S&P also sees a
risk that CMA CGM's liquidity may deteriorate further over the
next few quarters as a result of continued pressure on freight
rates.  This could erode the company's operating cash flow and
cash position absent any sufficient offsetting factors, such as a
lower bunker fuel price than S&P currently forecasts or timely
asset disposals.  Although S&P currently views CMA CGM's liquidity
as "adequate", S&P believes that the leeway under its ratio of
liquidity sources to uses reduced considerably because of a large
$750 million cash outflow to an external escrow account in
December 2015 for the purpose of the acquisition of NOL.  This
makes CMA CGM's liquidity susceptible to underperforming S&P's
base-case operating scenario outlined below, most importantly in
the context of very difficult industry conditions.

S&P furthermore believes that such a potential operating
underperformance would make it difficult for CMA CGM to maintain
its rating-commensurate credit measures, contrary to S&P's current
expectations.  S&P forecasts that the pro forma credit metrics
will deteriorate at the close of the debt- and cash-funded
acquisition of NOL for a total consideration of $2.4 billion
because of a large spike in financial leverage following the
acquisition.  They will, however, remain within rating-
commensurate thresholds, albeit with limited headroom.

S&P believes that ongoing restructuring initiatives, realization
of synergies unlocked from its takeover of NOL, a prudent approach
to capital spending, and potential proceeds from asset disposals
and cash flows allocated to the early repayment of acquisition
debt will likely result in an improvement in CMA CGM's pro forma
credit measures, including adjusted funds from operations (FFO) to
debt to 15% in 2017 from close to 12% in 2016.  Nevertheless, S&P
sees a risk that potentially weaker freight rate conditions than
currently expected could put CMA CGM's credit measures and
liquidity under strain.

The negative outlook reflects the persisting high cyclical
pressure on freight rates and that, given the uncertain short-term
outlook for the container liner sector, CMA CGM's liquidity might
weaken further if the company's financial performance was below
our expectations.  S&P furthermore believes that possibly
sustainably depressed industry conditions could make it difficult
for CMA CGM to maintain its rating-commensurate credit measures,
including the debt burden from the acquisition of NOL.

S&P would lower the rating in the next few quarters if CMA CGM
experiences further contraction in freight rates.  This would
erode the group's cash flow generation and liquidity position
absent any sufficient offsetting factors, such lower-than-forecast
bunker fuel prices or timely asset disposals.

S&P could revise the outlook to stable if CMA CGM's liquidity
position stabilized, owing to EBITDA generation appearing to be
consistent with S&P's expectations or other external measures to
boost the liquidity sources.  S&P also believes that closing of
the NOL acquisition could have a positive impact on the group's
liquidity profile.

A revision of the outlook to stable would also be contingent on
S&P's view of CMA CGM's ability to maintain a ratio of FFO to debt
of more than 12%, which S&P views as commensurate with the 'B+'
rating.



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


CARLSSON: Sambo Motors Saves Firm From Insolvency
-------------------------------------------------
Lawrence Adams at GTspirit reports that Korean Company Sambo
Motors Co. Ltd has taken control of German tuning company
Carlsson.  The report says the Korean company has promised further
investment for the Saarland Merzig company and has sought to
reassure Carlsson's employees that their jobs are secure. Sambo
was one of four bidders to made a binding offer during the
insolvency process, GTspirit notes.

Carlsson entered into liquidation in April this year following a
poor year of sales, GTspirit discloses. It managed turnover of
EUR30 million in 2013 and EUR18 million in 2014, however, sales
had slumped by almost EUR12 million and it was felt that the
company could not continue to trade. At that time, Chinese auto
retailer Zhongsheng Group Holdings Ltd owned 70% of the company,
the report states.

Despite insolvency, the German company was allowed to continue to
trade and had a strong presence at the Frankfurt Motor Show 2015
earlier this year. Remarkably, there have been no redundancies,
GTspirit says.

"Carlsson is a strong brand in the automotive finishing industry.
For Saarland, the company is an important image vehicle and a
model company in the automotive industry, which was also evident
at this year's IAA in Frankfurt. With Sambo motor, a financially
and internationally well-established suppliers, the jobs and the
future of Carlsson are secured," the report quotes insolvency
administrator Dr. Robert Shift as saying.


PICKENPACK GROUP: Administrator Seeks Buyer For Business
--------------------------------------------------------
Ross Davies at Undercurrent News reports that beleaguered frozen
fish processor Pickenpack Europe is already on the hunt for a
buyer, its appointed administrator has confirmed.

Undercurrent News relates that Friedrich von Kaltenborn-Stachau of
Hamburg-based law firm BRL Boege Rohde Luebbehuesen said
discussions had already commenced with the view to appointing a
mergers and acquisitions advisor in the near future.

Von Kaltenborn, who was drafted in as administrator on Dec. 2 --
the day before Pickenpack announced it had filed for bankruptcy at
Luneburg court -- said the first step would be to "negotiate with
the banks," according to Undercurrent News.

And despite the firm's apparent lack of credit insurance, Mr. von
Kaltenborn stuck by his comments made last week, in which he said
"the operations of Pickenpack Group will continue in full" and
"deliveries to customers continue without interruption. The
company will fulfill its obligations to customers without any
restrictions and with the usual high quality," Undercurrent News
relates.

"We still have the raw materials we can use, and we are still
getting payment," the report quotes Mr. von as saying. "So, yes,
Pickenpack is currently operating at full capacity. I am hopeful
we can secure a deal with the banks that is in their best
interests."

Having been in attendance at emergency staff meetings held at
Pickenpack's production sites in Luneburg and Riepe last week,
Mr. von Kaltenborn said there are currently no planned layoffs for
staff -- which total over 700 -- connected to recent developments,
the report relays.

"Wages are secured for the next three months, and will not be
terminated as a result of this," he told Undercurrent.


SC GERMANY 2015-1 UG: DBRS Assigns (P)BB Ratings to Class D Debt
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the Class A,
Class B, Class C and Class D Notes (collectively with the unrated
Class E Notes, the Notes) to be issued by SC Germany Consumer
2015-1 UG (the Issuer) as follows:

-- AA (sf) to the Class A Fixed-Rate Notes
-- A (sf) to the Class B Fixed-Rate Notes
-- BBB (sf) to the Class C Fixed-Rate Notes
-- BB (sf) to the Class D Floating-Rate Notes

The Notes are backed by a revolving pool of receivables from
consumer loans granted to individuals residing in Germany,
originated and serviced by Santander Consumer Bank AG (SCB), which
is owned by Santander Consumer Finance S. A.

The finalization of the ratings is contingent upon receipt of
final documents conforming to information already received.

The ratings are based on the considerations listed below:

-- The sufficiency of available credit enhancement in the form
    of subordination (17.5% for Class A, 10.25% for Class B,
    7.45% for Class C and 4.2% for Class D Notes), in addition to
    excess spread.

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

-- SCB's capabilities with respect to originations, underwriting
    and servicing.

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

DBRS notes that there is a fixed and floating interest rate swap
on the lowest-ranked Class D and Class E Notes and the swap
payments (other than termination payments when the swap
counterparty is the defaulting party under the swap agreement)
rank ahead of the Class A, B and C Notes in the waterfalls. DBRS
has considered the relevant interest rate scenarios and the impact
of regular swap payments on the cash flows in accordance with its
methodologies. Unquantifiable termination payments in a scenario
when the Issuer is the defaulting party may also affect the more
senior classes of notes without hedge. However, such circumstance
is expected to be sufficiently remote for the purpose of the
rating assignment, as DBRS does not factor in additional risks not
related to rating scenarios (such as post-enforcement or issuer
liquidation).

The transaction was modelled in Intex Dealmaker and the default
rates at which the rated notes did not return all specified cash
flows in a timely manner were determined.



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


GREECE: Parliament OKs 2016 Budget, Creditors to Assess Reforms
---------------------------------------------------------------
Nektaria Stamouli at The Wall Street Journal reports that Greece's
parliament approved the country's 2016 budget, which projects a
flat-lining economy for 2015 and a mild contraction for the next
year but foresees billions in fresh austerity measures.

In a vote after a five-day debate in Greece's 300-seat parliament,
the budget -- which traditionally is seen as a vote of confidence
-- was supported by the 153 lawmakers of the coalition government,
the Journal notes.

According to the budget plan, the government expects zero growth
in gross domestic product in 2015, compared with an earlier
forecast of a 2.3% contraction, the Journal discloses.

The government, the Journal says, also expects that Greece will be
able to tap bond markets in the second half of 2016.

The government of Prime Minister Alexis Tsipras and his left-wing
Syriza party agreed in July to a bailout deal that defused the
situation but only after heavy deposit outflows had forced Greece
to shut its banks and impose capital controls, the Journal
relates.

The 146-page-long budget repeats the government's existing targets
of a primary deficit of 0.2% of GDP for this year, followed by a
primary surplus of 0.5% of GDP in 2016, in line with the bailout
agreement, the Journal states.

Greece's Syriza-led coalition government faces a number of
challenges as more austerity measures and economic overhauls have
to be implemented in the coming months, the Journal relays.

A delegation of international inspectors is expected to return to
Athens early this week to assess progress on a set of economic
reforms the government needs to implement by Dec. 11 to unlock the
next slice of financial aid, the Journal notes.

Among them are the requirement for legislating and implementing
new rules on the management and sale of bad bank loans and the
creation of a privatization fund, according to the Journal.

Creditors have said a reform to the pension system is needed for
the conclusion of the first review of Greece's bailout -- a
prerequisite for negotiations on the country's mounting debt
relief to kick off, the Journal relays.



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


DEKANIA EUROPE III: Fitch Affirms 'CCC' Ratings on 3 Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on all classes of notes
from three Dekania European collateralized debt obligations (CDOs)
as follows:

Dekania Europe CDO I P.L.C. (Dekania Europe I)

-- EUR65,659,798 class A1 notes at 'AAsf'; Outlook Stable;
-- EUR11,500,000 class A2 notes at 'Asf'; Outlook Stable;
-- EUR13,000,000 class A3 notes at 'Asf'; Outlook Stable;
-- EUR35,000,000 class B1 notes at 'BBsf'; Outlook Stable;
-- EUR15,000,000 class B2 notes at 'BBsf'; Outlook Stable;
-- EUR29,500,000 class C notes at 'B-sf'; Outlook Stable;
-- EUR15,461,821 class D notes at 'CCCsf'.

Dekania Europe CDO II P.L.C. (Dekania Europe II)

-- EUR98,992,442 class A1 notes at 'Asf'; Outlook Stable;
-- EUR25,000,000 class A2-A notes a 'BBBsf'; Outlook Stable;
-- EUR5,000,000 class A2-B notes at 'BBBsf'; Outlook Stable;
-- EUR26,515,950 class B notes at 'BBsf'; Outlook Stable;
-- EUR29,496,733 class C notes at 'Bsf'; Outlook Stable;
-- EUR14,430,252 class D1 notes at 'CCsf';
-- EUR2,720,445 class D2 notes 'CCsf';
-- EUR16,638,778 class E notes 'Csf'.

Dekania Europe CDO III P.L.C. (Dekania Europe III)

-- EUR105,389,741 class A1 notes 'BBsf'; Outlook 'Stable';
-- EUR16,000,000 class A-2A notes 'Bsf'; Outlook 'Stable';
-- EUR12,000,000 class A-2B notes 'Bsf'; Outlook 'Stable';
-- EUR25,654,353 class B notes 'CCCsf';
-- EUR20,655,580 class C notes 'CCsf';
-- EUR14,134,512 class D notes 'Csf';
-- EUR10,206,138 class E notes 'Csf';
-- EUR5,175,749 class F notes 'Csf.

Fitch does not rate the subordinated notes for Dekania Europe I
and II.

KEY RATING DRIVERS

Since last review the average credit quality of the performing
collateral in Dekania Europe I slightly deteriorated to 'BB+/BB'
from 'BBB-/BB+'. The average credit quality of the portfolio in
Dekania Europe II and III remained relatively stable at 'BB+/BB'
and 'BB/BB-', respectively.

There were no new deferrals or defaults in these transactions
since last review. Two defaulted securities representing total
notional of EUR 24.5 and 20.3 million in Dekania Europe II and
III, respectively, have been removed from each portfolio with no
recovery.

All three transactions experienced various levels of deleveraging
from collateral redemptions since last review: 15% of the
portfolio notional at last review in Dekania Europe I, 14% in
Dekania Europe II and 12% in Dekania Europe III. The proceeds have
been used to pay down the most senior notes in each deal. All
performing issuers that reached their first call date in the past
year called their securities on or prior to the call dates. The
majority of the outstanding assets have an option to prepay after
a non-call period, with remaining length in the next three years.

The paydown from excess spread varied across these three
transactions. The deferred structuring fee expired in all three
transactions in the past year. In Dekania Europe I, all of the
overcollateralization (OC) tests are currently passing and as a
result, there was no excess spread to pay down the notes. In
Dekania Europe II and III, the class B and A OC tests,
respectively, began to pass since last review, which resulted in
marginally less excess spread available to pay down the most
senior class. Dekania Europe II and III received EUR 2.6 million
and EUR 1.7 million of excess spread respectively in the past
year.

The high degree of concentration in all three transactions and
significant exposure to the perpetual securities in Dekania Europe
II and III contribute to the tail risk that may affect the
subordinate notes. There are 20 performing issuers in Dekania
Europe I, 21 in Dekania Europe II and 22 in Dekania Europe III.

Given the high degree of portfolio concentration in these
transactions, the risk of adverse selection could negatively
impact the ratings. This risk can be exacerbated if stronger
quality issues are called, as was the trend over the last year,
with the average credit quality of the called securities at
'A-'.

Perpetual securities comprise 8% of the performing portfolio in
Dekania Europe I, 18% in Dekania Europe II, and 51% in Dekania
Europe III. Because these securities do not have a stated legal
maturity date, they may remain outstanding past the transactions
legal maturity dates. In that case, Fitch standard assumption, as
described in the 'Global Rating Criteria for CLOs and Corporate
CDOs' is to assume that long-dated assets default and receive the
assumed recovery value at the maturity of the CDO notes, which
would be zero in the case of perpetual securities. Fitch
considered a recent trend of perpetual securities that passed
their initial call dates and noted that all of them were called.
The collateral manager believes that most publicly traded
perpetual securities are likely to call on or before their first
call date; in addition the issuers of perpetual securities can
call on subsequent payment dates. Following the initial call date,
a coupon steps up and provides an initial incentive for a call.

Therefore, Fitch believes that a scenario where at least some
publicly traded perpetual securities are called on their initial
call date is possible and analyzed these transactions under that
scenario, in addition to running a scenario in which all
securities remain outstanding until legal maturity and perpetual
securities' remaining balances receive zero recovery. Fitch will
monitor the occurrence of future calls and may adjust its
scenarios in future rating reviews, if calls do not occur.

These transactions are also impacted by a potential sovereign
risk, although currently at a minimal level, due to an exposure to
issuers from countries with a country ceiling lower than notes'
ratings. Fitch applied framework described in the report 'Criteria
for Sovereign Risk in Developed Markets for Structured Finance and
Covered Bonds' to account for this risk in the context of a multi-
jurisdictional composition of the portfolios.

In evaluating the notes, Fitch applied the analytical framework
described in the report 'Global Rating Criteria for CLOs and
Corporate CDOs' using corporate PCM for projecting future default
levels and performing a cash flow modelling analysis for the notes
to measure the breakeven levels under the various default timing
and interest rate stress scenarios.

The final ratings for class C note in Dekania Europe II and class
A-2 and B notes in Dekania Europe III deviate from model outcome
in some scenarios. In Dekania Europe II, class C note is passing
at its current rating level in scenario which assumes publicly
traded perpetual securities called. In Dekania Europe III, class
A-2 and B notes are passing at their current rating levels in
scenario which assumes no early redemptions and assigns 50%
recovery value to perpetual securities at the CDO legal maturity.

Considering continuing deleveraging and an overall stable credit
quality of the collateral in these three transactions, Fitch does
not expect deterioration of the ratings in the near future and
thus it maintains the Stable Outlook for classes rated 'Bsf' or
higher.

RATING SENSITIVITIES

Significant collateral quality deterioration, new deferrals or
defaults or maturity extension, especially in the absence of calls
from perpetual issuers, could lead to a downgrade of the ratings
for the notes.

DUE DILIGENCE USAGE

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



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


CLARIS SME 2015: DBRS Assigns BB Rating to Class B Notes
--------------------------------------------------------
DBRS Ratings Limited released a report on Claris SME 2015 S.r.l.
that provides further detail on the recent assignment of its
ratings.

Issuer Debt Rated     Rating   Published    Issued
Claris SME Class A Notes   A (sf)  Nov 2, 2015 EU
2015 S.r.l.

Claris SME   Class B Notes   BB (sf)  Nov 2, 2015      EU
2015 S.r.l.



===========
L A T V I A
===========


TRIKATAS KS: Farmers Seek to Replace Administrator
--------------------------------------------------
The Baltic Course, citing LETA, reports that dairy farmers'
representatives, Rudite Klikuca, said insolvency administrator at
the cooperative society Trikatas KS in Latvia, is squandering the
cooperative's assets and therefore the cooperative's debts to
farmers for milk they have supplied to Trikatas KS may never be
paid, which is why farmers are demanding that the insolvency
administrator be replaced.

The report relates that the creditors believe that the
administrator's activities are not in line with the law, nor are
they effective as the cost of the insolvency process has already
exceeded EUR2 million.

Trikatas KS owes money to dozens of farms in various regions of
Latvia, with the debt amounts ranging from EUR7,000 to up to
EUR100,000.

According to The Baltic Course, in three months since the
appointment of the administrator, Trikatas KS debts have continued
to increase. On the other hand, the administrator's recent report
indicates that the cost of insolvency procedures at the
cooperative society amounted to EUR2,212,560 during these three
months -- an incredible sum that the administrator is planning to
cover with the cooperative's money, the report relates. In the
creditors' opinion, this means squandering the cooperative
society's assets, as farmers' representatives told LETA.

They also emphasize that the administrator has decided to sell the
cooperative's assets without calling an auction -- another
decision not in creditors' interests, the report says.

Creditors' complaints have been submitted to the Insolvency
Administration, which will evaluate the insolvency administrator's
performance, according to the report.

The Baltic Course previously reported that Klikuca told LETA that
Trikatas KS still had not received any payments from Latvijas
Piens dairy plant that owed the cooperative more than EUR3
million. Therefore it has been decided that any further efforts to
revive Trikatas KS would be futile and bankruptcy procedures would
start at the cooperative.



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


GLOBAL BLUE: Moody's Lowers CFR to B1 on Dividend Recap
-------------------------------------------------------
Moody's Investors Service downgraded Global Blue Finance S.a.r.l.
corporate family rating to B1 from Ba3 following the company's
announcement that it has refinanced its credit facilities through
an Amend & Extend waiver and will distribute EUR301 million to its
shareholders.  Moody's also downgraded the company's Probability
of Default Rating (PDR) to B2-PD from B1-PD, as well as the rating
of the senior secured instruments of Global Blue Acquisition B.V.,
a fully owned and guaranteed subsidiary of Global Blue, to B1 from
Ba3.

At the same time, Moody's assign definitive B1 ratings to the
company's new senior secured term loan C and to the EUR80 million
revolving credit facility due 2021, which replaces the EUR65
million one due 2018.  Moody's has withdrawn the Ba3 rating of
Global Blue Acquisition B.V.'s senior secured term loan A,
following its full repayment as part the transaction.  All ratings
have a stable outlook.

These actions conclude the review for downgrade initiated on
Nov. 19, 2015, following the company's announcement of an
amendment and extension of its credit facilities.

RATINGS RATIONALE

The rating action reflects the completion by Global Blue of a
refinancing of its existing credit facilities and the introduction
of a new term loan C.  The transaction involves incremental debt
of EUR233 million.  Also, as part of this transaction, the company
will make a sizeable cash distribution (around EUR300 million) to
its ultimate shareholders, Silver Lake and Partners Group.  Pro
forma of the transaction, Global Blue's gross debt/EBITDA ratio
(as adjusted by Moody's) has increased to around 4.3x, compare to
Moody's previous expectation of a ratio in the region of 3.0-3.5x.

Moody's considers the transaction as credit negative, highlighting
a more aggressive financial policy from Global Blue's shareholders
than initially anticipated.  However Moody's notes that despite a
sizeable increase in gross debt, the increase in financial
leverage remains contained (plus 0.6x compared to FYE 2015).  This
reflects the fact that the transaction is occurring at a time when
the company has a very strong trading performance, with net
revenues up 14.2% in the last 12 months to Sept. 30, 2015, and
reported EBITDA up 25.7% during the same period.  This reflects
the increased demand from certain emerging markets travellers,
notably China, but also from developed market travellers such as
from the US, to shop cross-border or in Europe.

While Global Blue benefits from solid deleveraging prospects
reflecting the good growth track record of the company and
positive travel industry dynamics, Moody's cautions that the
company is highly reliant on the travel industry and more
particularly on sales in the EU as a destination market for
travellers, in addition to a small number of source countries for
travellers which poses some concentration risk.  Around 43% of
Global Blue's VAT refund segment's net commissions emanated from
travellers from China and Russia in the 12 months to March 2015.
As such, any adverse events could lead to an adverse impact on the
company's earnings and leverage.  The recent terrorist attacks in
Paris and against a Russian passenger plane in Egypt create some
uncertainty on the European travel demand in the near term.
Nevertheless Moody's believes that global travel demand will
remain strong in the long run and can mitigate country specific
situations.

Pro forma for the use of a portion of balance sheet cash in
connection with the dividend payment, Global Blue has an adequate
liquidity position, with an opening cash balance of EUR50 million.
Also, Moody's positively notes that as part of the transaction the
company has increased the size of its revolving credit facility to
EUR80 million, from EUR65 million previously, a level deemed
appropriate to cope with the company's sizeable seasonal swings
reflecting holiday patterns.  Moody's expects the company to
continue to be free cash flow positive over the next 12 to 18
months, as it continues to display robust earnings growth, while
containing operating expenses and capex spending.

Simultaneously, covenants have been amended and limited to one net
leverage covenant, as opposed to four financial covenants
previously.  Moody's expects ample headroom under this financial
covenant going forward.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Global Blue is
likely to show continued mid-single digit growth in earnings,
despite the current economic slowdown in its two main source
markets (China and Russia).  Moody's ratings incorporate a
sustained operating performance, gradual deleveraging and no
significant change in financial policy.  Moody's also assumes
continued access to the RCF, and strong headroom under the
applicable financial covenant.

WHAT COULD CHANGE THE RATING UP/DOWN

No upgrade of the rating is anticipated in the near term.
However, over time, positive rating pressure could develop if the
company delivers on its business plan such that (i) its gross
debt/EBITDA ratio (as adjusted by Moody's) reduces sustainably
below 4.0x; (ii) it continues to grow and to exhibit solid
operating performance, with operating margin improvement; and
(iii) it continues to generate positive free cash flow while
maintaining a solid liquidity profile.  An additional factor that
would be important to future rating prospects is for Global Blue
to demonstrate the resilience of its business model to external
shocks.

Downward pressure could be exerted on the rating if Global Blue's
operating performance weakens or the company increases its debt as
a result of acquisitions or further shareholder distributions,
such that its debt/EBITDA (as adjusted by Moody's) trends beyond
5x.  A weakening in the company's liquidity profile could also
exert downward pressure on the rating.

PRINCIPAL METHODOLOGY

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

Domiciled in Luxembourg with group headquarters in Switzerland,
Global Blue is a leading provider of VAT (Value-Added Tax) and GST
(Goods and Service Tax) refunds to travellers, as well as currency
conversion services.  For FYE 2015 (ended March 2015), the company
reported net revenues and EBITDA (as adjusted by the company) of
approximately EUR341 million and EUR114 million, respectively.



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


HARBOURMASTER CLO 4: Fitch Affirms 'CCC' Rating on Class S2 Debt
----------------------------------------------------------------
Fitch Ratings has downgraded Harbourmaster CLO 4 B.V.'s class B2E
and B2F notes, and affirmed the others, as follows:

  Class B1 (ISIN XS0203061907): affirmed at 'CCCsf'; Recovery
  Estimate (RE) 95%

  Class B2E (ISIN XS0203062467): downgraded to 'Csf' from 'CCsf';
  RE 0%

  Class B2F (ISIN XS0203063945): downgraded to 'Csf' from 'CCsf';
  RE 0%

  Class S2 (ISIN XS0203066534): affirmed at 'CCCsf'; RE 95%

Harbourmaster CLO 4 B.V. is a securitization of a portfolio of
mainly European senior secured and unsecured loans. The portfolio
is managed by Blackstone/GSO Debt Funds Management Europe Limited.

Key Rating Drivers

Since the last rating action on January 8, 2015, the rated notes
have been paid down by EUR70 million with the class A2E, class
A2F, class A3 and class A4 notes paid in full. In addition the
class B1 notes have received EUR6.37 million of principal proceeds
and are currently 42% outstanding.

The transaction has sold 29 assets during the period with four
assets sold slightly above par and 25 assets below. There are only
three assets remaining in the portfolio, which all previously
defaulted, have recently been restructured and are from the same
issuer. Two of the assets, which make up 95% of the portfolio, are
'paid-in-kind' loans that mature after the legal final maturity of
the transaction.

The transaction is holding cash of EUR4.7 million, which is
currently greater than the EUR4.6 million liability balance of the
class B1 notes. However, due to substantial senior expenses and
the mismatch of assets and liabilities the transaction suffers
from negative excess spread. The cash balance is therefore not
expected to be sufficient to pay down the class B1 note in full on
the next payment date and so the transaction will rely on
principal proceeds from the portfolio. If no sufficient sales
proceeds are received before the next payment date the class B1
notes will remain partially outstanding and will thereafter rely
on principal proceeds to pay timely interest. As a result default
of the class B1 notes remains a real possibility.

The junior notes, B2E and B2F, are under-collateralized and
deferring interest. The coupons on the class B2E and B2F notes are
considerably higher than the current senior note and as a result
the timely interest liability would increase substantially for the
transaction if the B1 notes are to be paid in full. This would
result in an event of default. If the B1 notes remain outstanding
beyond the next payment date the negative excess spread will
continue to divert principal proceeds and the junior notes will
receive no future benefit from cashflows. As a result the notes
have been downgraded to 'Csf' from 'CCsf' and the recovery
estimate of 0% has been maintained.

RATING SENSITIVITIES

The notes are already at distressed rating levels and as such are
unlikely to be affected by any further deterioration in the
respective underlying asset portfolios.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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

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

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


NXP BV: S&P Raises Corp. Credit Rating From BB+, Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Dutch semiconductor manufacturer NXP B.V. to
'BBB-' from 'BB+'.  The outlook is stable.

NXP B.V. has closed its acquisition of Freescale Semiconductor
Inc.

S&P has removed the rating from CreditWatch where it was placed
with positive implications on March 5, 2015.

At the same time, S&P affirmed its 'BBB-' issue ratings on NXP's
senior secured loans.  S&P also raised its issue ratings on the
senior unsecured notes to 'BB+' from 'BB' and its issue rating on
the subordinated convertible notes to 'BB+' from 'BB-'.

S&P lowered its issue rating on the super senior revolving credit
facility (RCF) to 'BBB-' from 'BBB' and removed it from
CreditWatch negative.

Following NXP's upgrade to investment grade, S&P has withdrawn its
recovery ratings on the group's debt.

The upgrade reflects NXP's stronger business risk profile after
its acquisition of Freescale, due to greater product and
geographic diversity, a stronger market position, and S&P's
anticipation of meaningful cost synergies.  The combined entity is
the fourth-largest semiconductor company globally, with revenues
of about $10.7 billion and EBITDA of about $2.8 billion in 2016.
NXP has become the world's largest provider of auto semiconductor
solutions and general purpose microcontroller products.  Freescale
also provides NXP with greater diversification in terms of
geography (notably in the U.S.) and products (microcontrollers).
Furthermore, S&P expects some profitability improvements with cost
savings of about $200 million in 2016 and another $300 million or
more by 2017 or 2018, despite some costs to achieve synergies, and
less dilution by low-margin standard products, which S&P expects
will contribute 12% to consolidated revenues versus 22% before the
Freescale acquisition.

NXP funded the transaction with $9.7 billion in shares and
$1.9 billion in cash.  In addition, NXP obtained a $2.7 billion
term loan to repay $3.6 billion in debt at Freescale, and it
divested its radio frequency power business for about
$1.8 billion.  As part of the transaction, NXP is also taking over
$1.5 billion of Freescale's debt.  As a result, S&P expects NXP's
post-closing cash balance to be at about $1.5 billion and its
credit metrics to return to almost 2014 levels by 2016.  This is
supported by NXP's management's commitment to reduce debt by
stopping share buybacks until its reported leverage ratio (net
debt to EBITDA) returns to below 2x after about 2.5x after the
transaction closes.  S&P thinks the company will achieve this
level in 2016, but it do not expect the Standard & Poor's-adjusted
leverage ratio to decline further, given S&P's anticipation that
management will resume its share buy-back programs.

S&P's business risk profile assessment is supported by the
combined entity's large scale of operations, increasing geographic
diversity, leading market positions in some high-performance
analog and mixed-signal semiconductor applications, long-standing
customer relationships, high proprietary content, and its status
as a primary supplier across many of its markets.  These strengths
are partly offset by the semiconductor industry's cyclical and
seasonal demand, and fierce competition.

S&P's financial risk profile assessment is supported by the
company's strong free operating cash flow (FOCF) generation and an
adjusted debt-to-EBITDA ratio comfortably below 3x.  These
strengths are offset by the company's still-high gross debt
burden, which is likely to increase further because S&P
anticipates that rising EBITDA could accommodate some debt
increases, while maintaining unadjusted net debt to EBITDA below
2x.

S&P rates the $4.2 billion senior unsecured notes issued by NXP
B.V. and NXP Semiconductors N.V. 'BB+', one notch lower than the
corporate credit rating, because S&P considers them to be
structurally subordinated to the $5 billion secured debt issued by
NXP B.V. and Freescale Semiconductor Inc.

The issue rating on the $3.5 billion senior secured debt is
'BBB-'.  Although S&P estimates that the amount of priority
liabilities may exceed 20% of total debt, S&P believes there are
enough mitigating factors to support recovery prospects, allowing
S&P to equalize the rating on the senior secured debt with the
corporate credit rating.  The main mitigating factors, in S&P's
view, are the availability of upstream guarantees from the group's
operating subsidiaries, which contribute the vast majority of
consolidated EBITDA, and the group's geographic diversity.

The stable outlook reflects S&P's anticipation that the
integration of Freescale will be successful and that NXP's
operating performance will remain solid.  S&P expects adjusted
debt to EBITDA will be at about 2.5x in 2016 and 2017, while
FOCF will increase toward $2 billion.

Although unlikely, S&P could lower the ratings if adjusted debt to
EBITDA exceeded 3x.  This could result, for instance, from
weakening operational performance, integration issues, or higher
debt than S&P anticipates due to further acquisitions or
shareholder remuneration.

S&P thinks rating upside is limited, given management's financial
policy.  However, S&P could raise the ratings if adjusted debt to
EBITDA declined sustainably below 2x.


NXP SEMICONDUCTOR: Moody's Raises Corporate Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded NXP B.V.'s ratings -- Corporate
Family Rating to Ba1 from Ba2, Probability of Default Rating to
Ba1-PD from Ba2-PD, senior secured rating to Baa3 from Ba1, and
senior unsecured rating to Ba2 from Ba3.  The upgrade follows the
closing of NXP Semiconductor's acquisition of Freescale
Semiconductor Ltd.  Moody's also upgraded the rating of NXP
Semiconductors N.V.'s cash convertible notes to Ba2 from B1.
Moody's upgraded to Baa3 Freescale Semiconductor, Inc.'s 5% Senior
Secured Notes due 2021 and the 6% Senior Secured Notes due 2022,
since the Freescale Notes and NXP's existing senior secured debt
share in each other's collateral and guarantees.  As Freescale's
other debt was repaid upon closing, Moody's withdrew Freescale's
CFR, PDR, and other debt instrument ratings.  NXP's outlook is
stable.  These rating actions conclude the review for upgrade of
NXP's and Freescale's ratings initiated on Oct. 29, 2015, and
March 2, 2015, respectively.

RATINGS RATIONALE

The Ba1 CFR reflects NXP's substantially increased scale and
diversification post-Acquisition, pushing NXP to the leadership
position in automotive semiconductors, while free cash flow should
continue to be strong due to the fab-lite manufacturing model of
both firms.  Starting leverage, which Moody's calculates at about
3.5x proforma debt to EBITDA (Moody's adjusted, trailing twelve
months), is high given the significant execution risks involved in
integrating NXP and Freescale due to the large operating scale of
both companies.  Nevertheless, Moody's expects that NXP will
direct a majority of FCF to reduce debt such that through the
combination of debt reduction and EBITDA growth, debt to EBITDA
(Moody's adjusted) will decline to below 3x over the year
following closing.  The stable outlook reflects our expectation
that the integration of Freescale will proceed smoothly over the
next year and that NXP will direct FCF for debt repayment.
Moody's expects that FCF will remain strong in spite of near term
revenue headwinds driven by broad-based weakness in China.

The rating could be upgraded if NXP successfully integrates
Freescale and is making progress in capturing the anticipated $500
million of operating synergies.  Moody's would expect NXP to
sustain leverage of around 2.5x debt to EBITDA (Moody's adjusted)
and to remain committed to a conservative financial policy.

The rating could be downgraded if the integration encounters
significant operational disruptions or the business otherwise
deteriorates such that we expect that debt to EBITDA (Moody's
adjusted) will be maintained above 3.5x.

The Baa3 (LGD2) senior secured rating reflects the collateral, the
guarantees from operating subsidiaries, and the cushion of
unsecured liabilities.  The Ba2 (LGD5) senior unsecured rating
reflects the large quantity of secured debt, which is structurally
senior to the senior unsecured debt, and the guarantees from
operating subsidiaries.  The Ba2 (LGD6) rating of the cash
convertible notes of NXP Semiconductors reflects both the absence
of collateral and the absence of upstream guarantees from
operating subsidiaries, which renders the cash convertible notes
structurally subordinated to the debt of NXP.  Although the cash
convertible notes are expected to have lower recovery in a default
scenario than the guaranteed unsecured notes, the expected
recovery differential is not sufficient to lead to a notching
differential.

The SGL-1 rating reflects the company's very strong liquidity
profile, which is supported by strong FCF and a large cash balance
which Moody's expects will remain above $1.0 billion.

Upgrades:

Issuer: Freescale Semiconductor, Inc.

  Senior Secured Regular Bond/Debentures, Upgraded to Baa3 (LGD2)
   from B1 (LGD3) on review for upgrade

Issuer: NXP B.V.

  Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
   on review for upgrade

  Corporate Family Rating (Foreign Currency), Upgraded to Ba1
   from Ba2 on review for upgrade

  Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2)
   from Ba1 (LGD2) on review for upgrade

  Senior Unsecured Regular Bond/Debentures, Upgraded to Ba2
    (LGD5) from Ba3 (LGD5) on review for upgrade

Issuer: NXP Semiconductors N.V.

  Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to Ba2
   (LGD6) from B1 (LGD6) on review for upgrade

Assignments:

Issuer: NXP B.V.

  Speculative Grade Liquidity Rating, Assigned SGL-1

Issuer: NXP B.V.

  Outlook, Changed To Stable From Rating Under Review

Issuer: NXP Semiconductors N.V.

  Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Freescale Semiconductor, Inc.

  Corporate Family Rating, Withdrawn, previously rated B2 on
   review for upgrade

  Probability of Default Rating, Withdrawn, previously rated
   B2-PD on review for upgrade

  Senior Secured Bank Credit Facility, Withdrawn, previously
   rated B1 (LGD3) on review for upgrade

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
   SGL-1

NXP B.V., based in Eindhoven, Netherlands, makes high performance
mixed signal integrated circuits and discrete semiconductors used
in a wide range of applications, including automotive,
identification, wireless infrastructure, lighting, industrial,
mobile, consumer and computing.

The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.



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


AGROS LLC: Bank of Russia Suspends Insurance License
----------------------------------------------------
The Bank of Russia, by its Order No. OD-3412 dated December 1,
2015, suspended the insurance license of Insurance Company AgroS,
limited liability company.

The decision is taken due to the insurer's failure to duly meet
the Bank of Russia instructions, particularly, financial stability
and solvency requirements in terms of creating insurance reserves,
procedure and conditions to invest equity and insurance reserves
as well as failure to submit documents in due course as requested
for insurance supervision purposes.  The decision becomes
effective the day it is published in the Bank of Russia Bulletin.

The suspension of the license prohibits the insurance agent from
entering into new contracts of insurance and introducing
amendments, resulting in the increase in the insurance agent's
obligations, to the respective contracts.

The insurance company must accept notifications of claim and meet
its obligations.


BANK GOROD: Fails to Provide Documents of Loan Agreements
---------------------------------------------------------
The provisional administration of BANK GOROD (JSC) appointed by
Bank of Russia Order No. OD-3183 dated November 16, 2015, due to
the revocation of its banking license, encountered an obstruction
of its activity starting the first day of performing its
functions.

Management of BANK GOROD (JSC) failed to provide the provisional
administration with the loan agreements available in the bank's
books worth over RUR11 billion.  Besides, one day prior to the
revocation of the banking license some unidentified persons got
unauthorized access to electronic media (server) and destroyed the
electronic database of assets and liabilities of this credit
institution, including its liabilities to households.  This may be
indicative of an attempt to conceal documentary evidence of moving
out assets from the bank.

The Bank of Russia submitted the information on the financial
operations performed by the former management and owners of BANK
GOROD (JSC) which bear the evidence of the criminal offense to the
Prosecutor General's Office of the Russian Federation, Russian
Investigative Committee and the Ministry of Internal Affairs of
the Russian Federation for consideration and procedural decision
making.


BELGOROD REGION: Fitch Affirms 'BB' Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed the Russian Belgorod Region's Long-term
foreign and local currency Issuer Default Ratings (IDR) at 'BB',
Short-term foreign currency IDR at 'B' and National Long-term
rating at 'AA-(rus)'. The Outlooks on the Long-term ratings are
Stable.

The region's outstanding senior unsecured domestic bonds have been
affirmed at Long-term local currency 'BB' and National Long-term
'AA-(rus)'.

The affirmation reflects Fitch's unchanged baseline scenario
regarding Belgorod region's budgetary performance. The Stable
Outlook reflects Fitch's opinion that upside and downside risks to
the ratings are currently well balanced.

KEY RATING DRIVERS

The ratings reflect the region's sound operating performance,
moderate direct debt and well-diversified economy. The ratings
also take into account exposure to contingent risk as well as the
nationwide economic downturn, which could negatively influence the
region's financials.

Fitch expects the region will maintain a stable operating margin
at 8%-10% in 2015-2017 (2014: 10.9%). This will be supported by
moderate growth of tax revenue and continuous implementation of
cost-effectiveness measures. The region cut operating spending by
7% in 2014 amid stagnating revenue, and Fitch projects opex growth
will not be higher than 3% in 2015.

The deficit before debt variation will widen to 8% in 2015,
according to Fitch's estimate, from a low 1.4% in 2014. The
deficit increase will be capex-driven as the region decided to
spend more on road modernisation in 2015. The maintenance of roads
in adequate condition is one of the regional priorities as the
administration believes it is a way to promote the development of
logistics and transport services in the region. In Fitch's view,
the deficit will narrow to 4%-6% in 2016-2017, contributing to
moderate growth of direct risk.

Fitch projects the region's direct risk will remain below 60% of
current revenue over the medium term, which is moderate in the
international context. The region did not recourse to expensive
bank funding during 2015 for refinancing needs, but issued a new
RUB5.25 billion amortizing domestic bond at 12.65% coupon with
final maturity in 2020. In 2015, Belgorod also received support
from federal government in the form of RUB4.1bn budget loans due
in 2018 with a negligible 0.1% annual interest rate. This led to
interest payments being minimized amid high rates on the domestic
capital market.

Overall, the region's maturity profile is longer and smoother than
most of its national peers, which puts Belgorod in more favorable
position in terms of refinancing pressure. Nevertheless, the
weighted average maturity of four years lags behind the debt
coverage ratio (direct risk to current balance) of seven years.

Contingent liabilities accounted for around 25% of Belgorod's
current revenue. Most of this relates to guarantees (RUB11.5
billion) that the region provides to support regionally important
enterprises, largely operating in agriculture. In addition, Fitch
considers RUB4.8 billion of debt at public road company Obldorsnab
as direct risk as Belgorod provides a subsidy to the company to
repay principal and interests on this loan. The administration
does not plan to expand its support to public sector entities, and
Fitch expects the net overall risk will stabilize at below 80% of
current revenue in 2015-2017.

The region has a well-diversified economy based on agriculture,
mining and food processing. Its wealth indicators are strong in
the national context with GRP per capita at 140% of the national
median in 2013. The regional economy grew by 2.2% yoy in 2014,
outpacing national weak growth of 0.6%. Fitch notices that the
national economic downturn could have a negative impact on the
region's economic development in 2015.

RATING SENSITIVITIES

An improved national economic context leading to a sustainable
operating balance and debt coverage in line with the region's
average maturity profile could lead to an upgrade.

Growth in direct risk to above 70% of current revenue, coupled
with a weak close to zero current margin, could lead to a
downgrade.


BENEFIT-BANK JSCB: Fails to Provide Documents of Loan Agreements
----------------------------------------------------------------
The provisional administration of JSCB Benefit-bank (CJSC)
appointed by Bank of Russia Order No. OD-2980, dated
November 2, 2015, due to the revocation of its banking license,
encountered an obstruction of its activity starting the first day
of performing its functions.

Management of JSCB Benefit-bank (CJSC) failed to provide the
provisional administration with the loan agreements available in
the bank's books worth RUR3.8 billion which accounts for more than
50% of the bank's loan portfolio.  Besides, the provisional
administration did not get access to the electronic database of
assets and liabilities of this credit institution, including
liabilities to households.  This may be indicative of an attempt
to conceal documentary evidence of moving out assets from the
bank.

The Bank of Russia submitted the information on the financial
operations performed by the former management and owners of JSCB
Benefit-bank (CJSC) which bear the evidence of the criminal
offence to the Prosecutor General's Office of the Russian
Federation, Russian Investigative Committee and the Ministry of
Internal Affairs of the Russian Federation for consideration and
procedural decision making.


CONCEPCIA LLC: Bank of Russia Revokes Reinsurance License
---------------------------------------------------------
The Bank of Russia, by its Order No. OD-3416 dated December 1,
2015, revoked the reinsurance license of the limited liability
company Insurance Company Concepcia.

This decision is taken due to the failure to remove violations of
the insurance legislation in due course, resulting in the
suspension of the reinsurance license (Bank of Russia Order No.
OD-2455, dated September 16, 2015, "On Suspending the Reinsurance
Licence of the Limited Liability Company Insurance Company
Concepcia"), particularly, non-compliance with financial stability
and solvency requirements in terms of creating insurance reserves,
procedure and conditions to invest equity and insurance reserves.
The decision becomes effective the day it is published in the Bank
of Russia Bulletin.

Due to the revocation of the license the limited liability company
Insurance Company Concepcia is obliged:

   -- to take a decision on the termination of the insurance
      activity in accordance with the Russian legislation;

   -- to meet its liabilities, arising from insurance
      (reinsurance) contracts, including the payment of insurance
      benefits under insurance claims;

   -- to transfer liabilities under insurance (reinsurance)
      contracts, and/or cancel these contracts.

The limited liability company Insurance Company Concepcia shall
inform the insured persons on the revocation of its license, early
termination of insurance (reinsurance) contracts and/or transfer
of liabilities under insurance contracts to another insurer within
a month from the day the decision on the revocation of the license
becomes effective.


DELOPORTS LLC: Fitch Assigns Final 'BB-' Rating to 2018 Notes
-------------------------------------------------------------
Fitch Ratings has assigned LLC Deloports' RUB3 billion unsecured
bond due 2018 a final 'BB-' rating.  The Outlook is Stable. The
final rating follows the completion of the bond issuance on
anticipated terms.

KEY RATING DRIVERS

The RUB3 billion bond bears a coupon of 13.8% per year and has a
maturity of 10 years with a mandatory call option for DeloPorts to
buy back the bond at 100% in 2018.

Russia announced economic sanctions against Turkey on
December 1, banning the import of fruit, vegetables and poultry
from January 2016. DeloPorts estimates 3.6% of its 9M15 volumes
would be affected with respect to its roll-on, roll-off (Ro-Ro)
operations where 30%-40% of imported goods represent fresh produce
from Turkey. However, Fitch estimates a smaller impact on
profitability given the low margin contributions of these
activities and the potential of other supplying countries to
substitute the lost volumes from Turkey.

The sanctions do not affect maritime traffic from Turkish ports to
Novorossiysk and the export of grain.

RATING SENSITIVITIES

Further new debt issued by DeloPorts that would result in a weaker
debt structure assessment could be negative for the rating.
Similarly, consolidated debt/EBITDA close to or exceeding 2.5x
would result in negative rating action.

Adverse policy decisions on grain exports or the economic
environment in Russia deteriorating significantly beyond Fitch's
current expectations could be negative for the rating. Finally, if
the company does not monitor its foreign currency exposure
conservatively, this may also result in negative rating action.

Rating upside potential is currently limited. We do not expect
improvement in the Russian economy this year, as indicated by the
Negative Outlook on Russia's sovereign rating.

SUMMARY OF CREDIT

LLC Deloports is a privately-held Russian holding company that
owns and operates several stevedoring assets in the largest
Russian port of Novorossiysk. Its two main subsidiaries are the
container terminal NUTEP (where DeloPorts holds 100%) and the
grain terminal KSK (where DeloPorts holds 75% - 1 share).


EVRAZ GROUP: S&P Revises Outlook to Negative & Affirms BB- CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Russia-based integrated steel producer Evraz Group S.A.
to negative from stable.  The 'BB-' long-term corporate credit
rating was affirmed.

At the same time, S&P assigned a 'BB-' issue rating to the
proposed senior unsecured notes.  The recovery rating of '4'
indicates S&P's expectation of recovery at the lower end of the
30%-50% range in the event of a payment default.

S&P revised its outlook to negative from stable because margins in
Evraz's steel export markets have deteriorated significantly.  As
a result, S&P has revised its forecast on Evraz for 2015-2016
downward.  In particular, S&P forecasts weakening of its leverage
ratio (debt to EBITDA) to close to 4.0x in 2015-2016 from less
than 3.0x in the first half of 2015.  S&P also expects funds from
operations (FFO) to debt to weaken to below 20% from over 20%
previously.

S&P also believes that softening domestic steel demand will have
an adverse effect on the company.  S&P expects that the total
steel consumption in Russia will decrease by at least 10% in 2015
year over year, and S&P do not expect any significant recovery in
2016.  Evraz has significant exposure in its construction segment.
Construction products accounted for about 37% of its external
steel sales volumes in 2014.  Steel demand from the construction
sector is now 10%-15% lower than the previous year, which S&P
expect will continue.

S&P also expects weaker performance of Evraz's North American
division, Evraz North America Ltd., whose EBITDA has been under
significant pressure in 2015, in particular because of softer
demand for oil country tubular goods (OCTG) products due to lower
crude prices.

In S&P's view, weaker performance of the long steel segment in
Russia and the OCTG segment in North America would be most likely
offset, at least partly, by more stable performance in other
markets, especially in rails manufacturing, where Evraz is the No.
1 global producer, with production facilities in Russia and North
America.  The weaker domestic currency, which is beneficial for
the profitability of Evraz's export operations, should continue to
support the company's margins, in S&P's view.  S&P also
understands from management that Evraz is undertaking massive cost
efficiency measures to partly protect it from cost inflation in
Russia.

S&P continues to assess Evraz's business risk as fair, based on
the combination of moderately high risk S&P sees in the volatile
and cyclical steel industry and its view of high country risk in
Russia, where Evraz's key operations are concentrated.  Evraz's
satisfactory competitive position is underpinned by the integrated
nature of its operations, with 57% of iron ore and 72% of coking
coal (taking into account Raspadskaya) sourced from its own
operations in 2014.  The profitability of Evraz's operations
remains average.

S&P continues to assess Evraz's financial risk profile as
aggressive.

The negative outlook on Evraz reflects S&P's view that weak steel
prices, with FFO to debt falling to below 20% in 2015-2016 under
S&P's base case, reduce rating headroom.

S&P would consider a downgrade if Evraz's profits and credit
metrics deteriorated in 2016, without short-term prospects of
recovery, with FFO to debt below 20% under normal market
conditions, or below 12% at a cyclical low point as a result of
weaker industry conditions, notably a fall in domestic steel
margins, which are currently still healthy.

S&P might also lower its rating on Evraz if the company does not
refinance its large 2017-2018 debt maturities well in advance
(typically 12 months), leading to weaker liquidity.  That said,
S&P expects that Evraz will manage its refinancing risks in a
proactive manner.  S&P also see low covenant headroom as a risk if
not proactively managed, given the volatile and uncertain industry
conditions.

S&P may revise the outlook to stable if Evraz's EBITDA shows
sufficient resilience in 2016, such that FFO to debt remains close
to 20%; and if the company refinances maturing debt in time, such
that its liquidity remains adequate.


EVRAZ GROUP: Fitch Assigns 'BB-(EXP)' FC Senior Unsecured Rating
----------------------------------------------------------------
Fitch Ratings has assigned Evraz Group S.A.'s (Evraz) USD-
denominated notes a 'BB-(EXP)' expected foreign currency senior
unsecured rating. The rating is in line with Evraz's Long-term
Issuer Default Rating (IDR) of 'BB-'/Stable.

The bonds' final rating is contingent on the receipt of final
documentation conforming to that held and confirmation of the
final amount and tenor of the notes.

The bonds will rank pari passu with existing senior unsecured debt
and include limitations on additional indebtedness (subject to
consolidated debt/EBITDA being less than 3.5x). Simultaneously
with the bond issue, Evraz will launch cash tender offers for its
2017/2018 existing bonds up to an aggregate amount of USD500
million across all three series. The remaining funds will be held
in reserve to meet other maturities.

The affirmation of Evraz plc in September 2015 post 1H15 results
publication reflected our expectation that Evraz will continue to
generate positive free cash flow (FCF) through the steel market
cycle. Despite challenging market conditions, Evraz's financial
performance remained strong (USD922 million EBITDA, 19% EBITDA
margin). We expect this trend to continue in 2H15, assisted by the
favourable foreign exchange impact on rouble-denominated costs.

Fitch expects that the company will continue using a significant
portion of its FCF for further debt reduction. Funds from
operations (FFO) adjusted gross leverage was reduced to 3.5x in
2014 from 5.2x in 2013. Despite the expectation of further
absolute debt reduction in 2015 the company's FFO leverage will
increase to 3.9x due to market-related drop in EBITDA in the
current difficult market environment. Thereafter, leverage metrics
should show a downward trend although will remain higher than its
main Russian peers.

KEY RATING DRIVERS

Rouble Devaluation Boosts Earnings

Difficult market conditions impacted Evraz's financial performance
in 1H15 (15% decrease in EBITDA yoy due to 28% fall in revenues).
However, EBITDA margin in 1H15 rose to 19% (+3 points yoy),
assisted by the favourable foreign exchange impact on rouble-
denominated costs. Overall costs decreased 31% yoy or USD1.6
billion, mostly due to RUB/UAH devaluation but also to cost
efficiency measures. Fitch expects this trend to continue in 2H15,
resulting in USD1.8 billion EBITDA and USD650 million-USD700
million FCF. We expect that the company will use a significant
portion of this (USD350 million-USD400 million) for further debt
reduction.

Mixed Outlook for Key End-Markets

Evraz's key domestic Russian end-markets are construction (34% of
1H15 production volumes) and railway products (8%). Around 50% of
Russian production is exported in the form of semi-finished
products. The near-term outlook for the Russian construction
market is weak with forecasts of a 15% yoy fall in demand in 2015.
Actual Evraz volumes as of 1H15 supplied to the construction
market have seen a 10% decline. Demand for railway products was
also negatively impacted (-31%) following a drop in demand from
Russian railcars producers and slower rail sales to other CIS
countries (ex. Russia). Demand for rails in Russia was stable,
with only a 5% yoy decline, supported by steady demand for
maintenance from Russian Railways.

In contrast, demand for railway products in North America remains
robust. Among other North American markets the order book for
large diameter energy pipes remains solid, while -- in line with
its competitors -- Evraz's OCTG sales continue to suffer from an
inventory overhang in the market and the substantial reduction in
capex by E&P companies.

Challenging Price Environment

The significant decline since 3Q14 in steel input costs (iron ore,
coking coal and energy prices) and more evidence of deteriorating
demand from China have put steel prices under pressure globally.
Separately, the negative outlook for the Russian economy
(sanctions, oil prices, etc) has triggered a steep depreciation of
the rouble, hurting domestic steel products' prices in dollar
terms (prices of Evraz's domestic finished products dropped 24% on
average in 1H15 yoy). Fitch expects this dynamic to continue in
2H15 (in line with 1H15) despite higher price inflation as a
result of the weaker rouble.

Raspadskaya Ratings Linked to Evraz

Stronger ties between Evraz plc and Raspadskaya developed after
Evraz increased ownership to 82% in January 2013. The companies
have since merged several support departments, such as treasury,
logistics and other operations to increase synergies. Evraz also
refinanced all of Raspadskaya's bank debt in 3Q13. Evraz remains a
top-three offtaker for Raspadskaya, which plays a crucial part in
Evraz's integration into coal. Despite these factors a one-notch
differential remains appropriate and reflects the absence of
formal downstream corporate guarantees for Raspadskaya's debt from
Evraz.

High Raw Material Self-Sufficiency

Evraz Group benefits from high self-sufficiency in iron ore and
coking coal, including supplies of coal from its subsidiary
Raspadskaya. Consequently, it is better placed across the steel
market cycle to control the cost base of its upstream operations
than less integrated Russian and international steel peers. The
cash cost of slab production at Evraz's Russian steel mills is
estimated to have fallen by around 50% in absolute terms since
2012, reflecting a combination of operating cost efficiencies and
the fall in value of the rouble, which have enabled the company to
maintain full plant capacity utilisation.

Corporate Governance

Fitch regards Evraz's corporate governance as reasonable compared
with its Russian peer group, but we continue to notch down the
rating by two notches relative to international peers. This
notching-down factors in our view of company-specific corporate
governance practices but also the higher-than-average systemic
risks associated with the Russian business and jurisdictional
environment.

KEY ASSUMPTIONS

-- USD/RUB exchange rate: 63 in 2015, 60 in 2016 and 2017

-- Slight decrease in steel sales volumes in 2015 (-2.6%),
    progressive recovery thereafter (+1% in 2016 and +2.4% in
    2017 and 2018)

-- Steep decrease in coal sales volume in 2015 (-8%), steady
    growth thereafter (+2% in 2016-2018)

-- Sharp decrease in prices of steel products and coal in
    2015 (-22% for steel and -13% for coal), steady increase
    thereafter

-- USD587 million capex in 2015, USD600m each in 2016 and 2017

-- No dividends payments in the forecasted period, no share
    buybacks

RATING SENSITIVITIES

Evraz plc/ Evraz Group SA

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

-- Further absolute debt reduction with FCF; FFO gross leverage
    moving sustainably below 3.0x

-- FFO-adjusted net leverage sustained below 2.5x

-- Sustained positive FCF

-- Operational performance in Russia remaining within
    expectations including the Russian construction market
    declining 10% 2015 and being flat in 2016

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

-- FFO-adjusted gross leverage above 4.0x by end-2016 or
    sustained above 3.5x

-- FFO-adjusted net leverage sustained above 3.0x

-- Persistently negative FCF

-- Failure to extend debt maturities falling due in 2017 and
    2018

OAO Raspadskaya

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

-- Stronger operational and legal ties with Evraz, including a
    corporate guarantee of Raspadskaya's debt, which could lead
    to the equalization of the companies' ratings.

-- A positive rating action on Evraz plc, which could lead to a
    corresponding rating action on Raspadskaya.

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

-- Evidence of weakening operational and legal ties between
    Evraz and Raspadskaya

-- A negative rating action on Evraz plc, which could lead to a
    corresponding rating action on Raspadskaya.

LIQUIDITY

Post-refinancing of USD1 billion existing maturities in 2015-2018
with proceeds from the new issue, Evraz won't face any significant
maturities until 2017. In the hypothetical event that Evraz was
not able to refinance any of its maturities over the period, Fitch
believes that the company would still be in a position to service
all of its mandatory repayments out of FCF, cash and available
undrawn RCF.

At 1H15, Evraz had USD996 million unrestricted cash, USD272
million undrawn committed bank facilities and strong free cash
flow generation. Fitch expects the company to generate about
USD890 million FCF for 2H15 and 2016.

FULL LIST OF RATINGS

Evraz Group SA

-- Long-term foreign currency IDR: 'BB-'/ Stable Outlook
-- Short-term foreign currency IDR: 'B'
-- Senior unsecured rating: 'BB-'

Evraz plc

-- Long-term foreign currency IDR: 'BB-'/ Stable Outlook
-- Short-term foreign currency IDR: 'B'

OAO Raspadskaya

-- Long-term foreign currency IDR: 'B+'/ Stable Outlook
-- Short-term foreign currency IDR: 'B'
-- Long-term local currency IDR: 'B+'/ Stable Outlook
-- Senior unsecured rating: 'B+'/ RR4
-- National long-term rating: 'A(rus)'/ Stable Outlook


KRAYINVESTBANK: S&P Puts 'B/B' Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had placed its
'B/B' long- and short-term counterparty credit ratings, as well as
its 'ruBBB+' Russia national scale rating on Krayinvestbank on
CreditWatch with negative implications.

S&P believes that Krayinvestbank's further divestment of real
estate assets may slow considerably because the ownership of land
the bank sold in May 2015 is being challenged in court.  In
particular, this lawsuit relates to a plot sold by the City of
Krasnodar to a number of companies in December 2014.

S&P also notes that a capital injection initially scheduled for
late 2015-early 2016 has been postponed.  Although S&P understands
that a state-owned company might provide the capital injection
instead of Krasnodar Krai's government, S&P has little information
on the timing of the injection.  The likelihood of the injection
and S&P's view of the owner's commitment support the bank's
creditworthiness and the current ratings on the bank.  Should this
injection be delayed further, Krayinvestbank's regulatory capital
adequacy may be at risk.  This would likely lead S&P to revise its
moderate assessment of the bank's capital and earnings, as well as
S&P's view that Krayinvestbank is a government-related entity with
a moderately high likelihood of receiving support and has a
stronger credit profile than that of peers in the 'B-' category.

S&P expects to resolve the CreditWatch on Krayinvestbank within
the next 90 days after S&P has more clarity on the court hearings,
the planned capital injection, and the status of the bank's real
estate exposures.

S&P may lower the ratings by more than one notch if it sees that
legal actions and limited support from the regional administration
have led to a significant deterioration of Krayinvestbank's credit
standing or if the bank's stand-alone credit profile weakens below
'b-'.  S&P may also lower the ratings if it considers that the
regional government's capital injection will likely fall short of
our initial estimate of Russian ruble 1.5 billion, which could
affect S&P's view of the region's commitment to Krayinvestbank.

S&P may affirm the ratings if the legal challenge is resolved out
of court without adverse financial implications for the bank, or
if the bank maintains at least moderate capitalization with a
risk-adjusted capital ratio exceeding 5% in the next 12-18 months,
regardless of the court actions.


MDM BANK: S&P Cuts Counterparty Credit Rating to B
--------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Russia-based MDM Bank to 'B' from
'B+' and affirmed its short-term counterparty credit rating at
'B'.  The outlook is negative.  S&P also lowered its Russia
national scale rating to 'ruBBB+' from 'ruA'.

Although MDM Bank has a quite solid business position in some
regions of Urals and Siberia, together with substantial
penetration in the retail segment, its share in total assets of
the Russian banking sector has declined to 0.4% at year-end 2014
from 1.2% at year-end 2010.  Consequently, S&P has revised its
assessment of the bank's systemic importance to low from moderate.
S&P therefore no longer include any notches of potential
government support in its assessment of the bank's issuer credit
rating.  Since S&P's other rating factors remain unchanged, its
assessment of the bank's stand-alone credit profile (SACP) remains
at 'b'.

Following the acquisition of MDM Bank by B&N Bank's shareholders,
S&P understands that the intention is to integrate MDM Bank within
B&N Bank by end-2016 and therefore S&P expects MDM bank to cease
to exist in its current form.  While the ratings on the bank
reflect the SACP, S&P observes some support from the new
shareholders.  This includes subordinated loans for a total of
$133 million in the summer of 2015, out of which S&P expects
$56 million to be converted into common equity in early 2016.  S&P
also includes an additional RUB5 billion (about $68 million)
capital injection in the first half of 2016 in S&P's  assessment
of the bank's capitalization.

S&P's assessment of the revised terms and conditions of the $76.5
million perpetual subordinated debt issued by MDM Bank on July 28,
2015, led S&P to assign intermediate equity content to this debt
as it complies with the conditions in S&P's criteria "Bank Hybrid
Capital And Nondeferrable Subordinated Debt Methodology And
Assumptions," published Jan. 29, 2015, on RatingsDirect.

The negative outlook on MDM Bank reflects S&P's view that the
bank's financial profile remains vulnerable to negative
developments in the Russian economy and banking sector over the
next 12 months.  In S&P's view, the more challenging operating
environment could impede management's and shareholders' efforts to
improve the bank's asset quality and financial performance, as
well as develop new business.

S&P could lower the rating on the bank if it observed that the
loan portfolio quality had deteriorated above its expectations,
leading to higher credit costs and resulting in S&P's projected
risk-adjusted capital ratio before adjustments falling below 5%.
A negative rating action could also be triggered by a further
decline in the bank's market share without revenue stabilization.

A revision of the outlook to stable appears remote in S&P's view,
but could be triggered by better-than-expected loan losses and
financial performance, as well as the bank's proven ability to
consolidate its business position.


MECHEL OAO: VTB Has Yet to Decide on Elga Stake Acquisition
-----------------------------------------------------------
Oksana Kobzeva at Reuters reports that VTB's head Andrei Kostin on
Dec. 7 said Russia's VTB bank has not yet decided whether to buy a
stake in indebted steelmaker Mechel's Elga coal mine project
together with Gazprombank.

Mr. Kostin told journalists that VTB is waiting to hear whether
state development bank Vnesheconombank (VEB) decides to finance
the Elga project in Russia's far east, Reuters relates.

According to Reuters, Mr. Kostin said should VEB decide not to
issue a credit line to Elga, VTB will most likely decide against
buying the miner's shares.

As reported by the Troubled Company Reporter-Europe on Sept. 10,
2015, Bloomberg News related that Mechel reached agreements to
restructure almost half of its debt after signing an accord on a
RUR70-billion (US$1 billion) loan from VTB Group.  Mechel, as
cited by Bloomberg, said in a statement on Sept. 9 VTB would
extend the company's debt until April 2020, with a grace period on
the body of the debt to April 2017.

Mechel is a Russian steel and coal producer.


RUSSIA: Moody's Changes Outlook to Stable on 12 Companies
---------------------------------------------------------
Moody's Investors Service changed to stable from negative the
outlook on the ratings of 12 Russian utility and infrastructure
companies government-related issuers (GRIs) and their
subsidiaries.  Concurrently, Moody's has affirmed these ratings.

The actions follow Moody's change of the outlook on Russia's
government Ba1/Not Prime (NP) bond rating to stable from negative
on Dec. 3, 2015, reflecting the stabilization of Russia's external
finances and the diminished likelihood of the Russian economy or
finances facing a further shock in the next 12-18 months.

RATINGS RATIONALE

Credit risks for the 12 Russian utilities and infrastructure
issuers affected by today's rating actions have somewhat
decreased, as a result of (1) the stabilization of Russia's
external finances, resulting from a macroeconomic adjustment that
has helped to mitigate the effect of the fall in oil prices on
Russia's FX reserves; and (2) the diminished likelihood of the
Russian economy or finances facing a further shock in the next 12-
18 months, such as from additional rounds of international
sanctions on Russia given some easing of the conflict in eastern
Ukraine.

However, Moody's expects that the operating environment for these
companies will remain challenging, although less than previously
expected, over the next 12-18 months.  This is a result of
continuing weak domestic demand resulting from Russia's
structurally weak growth potential, as well as the limited
availability of favorably priced investment capital.

RATIONALE FOR THE STABLE OUTLOOKS

The stable outlook on the ratings of the 12 affected utility and
infrastructure issuers is in line with the stable outlook for the
sovereign rating and reflects Moody's expectation that (1) each
company's specific credit factors, including their operating and
financial performance, market positions and liquidity, will remain
commensurate with their ratings on a sustainable basis; and (2)
the probability of the Russian government providing extraordinary
support to the companies will remain unchanged.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's does not expect positive pressure to be exerted on the all
ratings in near term, owing to sovereign-related factors, and the
stable outlook on the sovereign rating of Russia.

However, positive pressure could be exerted on the ratings if
Moody's were to raise Russia's sovereign rating, depending on
companies' specific credit factors, including their rating
positioning, operating and financial performance, liquidity, and
our assessment of the probability of the Russian government
providing extraordinary support to the issuers in the event of
financial distress.

Conversely, negative pressure would be exerted on all the ratings
if (1) there is a downgrade or a change of the outlook to negative
on Russia's sovereign rating and/or a lowering of the foreign-
currency bond country ceiling; and/or (2) there are negative
changes in the probability of the Russian government providing
extraordinary support to the issuers in the event of financial
distress.

In addition, downward pressure on individual companies' ratings
could develop for the following reasons:

The rating agency could downgrade Transneft's ratings if the
challenging operating environment in Russia were to lead to a
significantly weaker financial profile and increasing constraints
on liquidity.

Negative pressure on Atomenergoprom's ratings could develop if the
company's financial profile deteriorates, reflected in a
debt/EBITDA ratio above 3x, Funds From Operations (FFO) interest
coverage below 5.0x and Retained Cash Flow (RCF)/debt below 25%
materially on a continued basis.  In addition, the lack of
adequate liquidity could put pressure on the company's rating, and
downward pressure could also develop if the company's key
subsidiaries see their share of external debt materially exceeding
20% of total debt on a permanent basis.

Negative pressure on FGC's rating could result from (1) a
sustainable negative shift in the developing regulatory regime and
significantly deteriorating margins; (2) a failure of the company
to manage its investment programme in line with the tariff
regulation and contain a deterioration of its financial profile,
with FFO interest coverage and FFO/net debt falling materially and
persistently below 3.5x and 25%, respectively; and (3) pressured
liquidity.

Downward pressure on RusHydro's ratings could rise if there is a
negative shift in the evolving regulatory and market framework or
if the company fails to limit a deterioration of its financial
profile, reflected in a debt-to-EBITDA ratio significantly above
3x and funds from operations interest coverage significantly below
5x and on sustained basis.  The company's inability to maintain
adequate liquidity could also pressure the rating.

Downward pressure on Inter RAO's ratings could develop if there
were a negative shift in the evolving regulatory and market
framework and the company failed to limit a deterioration of its
financial profile, reflected in FFO interest coverage below 5.0x,
RCF/debt below 30% and debt/EBITDA above 3x significantly and on a
permanent basis.  Furthermore, negative pressure could be exerted
on the rating if the company were unable to proactively address
its liquidity needs and maintain reasonable headroom under the
financial covenants of its bank agreements.

Downward pressure on ROSSETI's rating could result from (1) a
negative shift in the developing regulatory regime without
compensatory measures by the state leading to significantly
deteriorating EBITA margin to below 10%; (2) pressured liquidity;
and/or (3) a failure to manage its investment program in line with
the tariff regulation and contain deterioration of its financial
profiles, with FFO interest coverage and FFO/net debt falling
materially and persistently below 3.0x and 20%.

The rating of NCSP is likely to be downgraded if (1) there is the
increasing likelihood of transformational changes to ownership and
business structure of NCSP with uncertain or negative consequences
for NCSP's credit quality; (2) NCSP's financial profile were to
deteriorate, with FFO interest cover and the ratio of FFO to debt
trending towards below 3x and 15%, respectively; (3) NCSP's
liquidity were to deteriorate.

Downward pressure on the ratings of MOESK's, Lenenergo's, IDGC of
Center and Volga Region's, IDGC of Urals', IDGC of Volga's could
result from (1) weakening support from state-related shareholder
ROSSETI; (2) a negative shift in the developing regulatory and
market framework; and (3) companies' failure to manage their
investment programs in line with the tariff decisions resulting in
a deterioration of their financial profile, margins and liquidity.

Downgrade pressure on MOESK and Lenenergo's rating could also
result from deterioration of their financial profiles, with FFO
interest coverage falling materially and persistently below 3.5x
and FFO/net debt falling below 20%.

Downward pressure on the ratings of IDGC of Center and Volga
Region, IDGC of Volga and IDGC of Urals could develop if their
financial profiles weaken going forward with total FFO interest
coverage falling materially and persistently below 4.0x and
FFO/net debt below the mid-twenties in percentage terms. I
nability to timely address liquidity needs could negatively
influence the rating as well.

RATINGS AFFECTED BY THE ACTIONS

Atomenergoprom, JSC

  Probability of Default Rating, Affirmed Ba1-PD
  Corporate Family Rating, Affirmed Ba1
  Outlook, Changed To Stable From Negative

Federal Grid Finance Limited

  Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
  Outlook, Changed To Stable From Negative

FGC UES, JSC

  Probability of Default Rating, Affirmed Ba1-PD
  Corporate Family Rating, Affirmed Ba1
  Outlook, Changed To Stable From Negative

IDGC of Center and Volga Region, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

IDGC of Urals, JSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

IDGC of Volga, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

Inter RAO, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

Lenenergo, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

MOESK, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

Novorossiysk Commercial Sea Port, PJSC

  Probability of Default Rating, Affirmed Ba3-PD
  Corporate Family Rating, Affirmed Ba3
  Outlook, Changed To Stable From Negative

OAO AK Transneft

  Probability of Default Rating, Affirmed Ba1-PD
  Corporate Family Rating, Affirmed Ba1
  Outlook, Changed To Stable From Negative

ROSSETI, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

RusHydro, PJSC

  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Outlook, Changed To Stable From Negative

TransCapitalInvest Limited

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
  Outlook, Changed To Stable From Negative

The principal methodologies used in rating OAO AK Transneft;
ROSSETI, PJSC; FGC UES JSC; Transcapitalinvest Limited and Federal
Grid Finance Limited were Regulated Electric and Gas Networks
published in Nov. 2014, and Government-Related Issuers published
in Oct. 2014.

The principal methodology used in rating MOESK, PJSC; Lenenergo,
PJSC; IDGC of Urals, JSC; IDGC of Volga, PJSC; IDGC of Center and
Volga Region, PJSC was Regulated Electric and Gas Networks
published in Nov. 2014.

The principal methodologies used in rating Atomenergoprom, JSC;
RusHydro, PJSC; and Inter RAO, PJSC were Unregulated Utilities and
Unregulated Power Companies published in October 2014, and
Government-Related Issuers published in October 2014.

The principal methodology used in rating Novorossiysk Commercial
Sea Port, PJSC was Privately Managed Port Companies published in
May 2013, and Government-Related Issuers published in October
2014.

Fully controlled by the Russian government (the latter owns 100%
of its voting shares), OAO AK Transneft (Transneft) is the largest
crude oil transportation company in the world. 2014 reported sales
reached around RUB611.3 billion, or $10.9 billion (net of revenues
from crude oil supplies to China, which are mirrored by the oil
purchase costs, under 2009-dated $10 billion, 20-year loan-for-oil
deal).

JSC Atomenergoprom (Atomenergoprom) is the holding company for
numerous subsidiaries which represent the civil Russian nuclear
industry.  The group generated revenue of RUB498.9 billion (around
$8.9 billion) in 2014.  100% of Atomenergoprom's voting shares are
owned by the Russian government through the State Atomic Energy
Corporation Rosatom (Rosatom).

PJSC RusHydro (RusHydro) is Russia's largest and a world major
hydropower business, accounting for around a half of hydropower
output in Russia, majority (66.84% as of June 30, 2015) owned by
the Russian government.  As of end-2014, RusHydro generates
revenue of RUB329.6 billion (around $5.9 billion).

PJSC Inter RAO (Inter RAO) is a Russian major electric utility
engaged in thermal electricity generation and retail electricity
sales in Russia, cross-border electricity trading and electric
utility operations abroad.  Inter RAO generated revenue of
RUB741.1 billion ($13.3 billion) in 2014.  Inter RAO is controlled
by the Russian government through several state-controlled
entities (own over 50.00% of the company as of June 30, 2015).

JSC Federal Grid Company of Unified Energy System (FGC UES, or
FGC) is the monopoly electricity transmission system operator in
the Russian Federation.  The company's revenues, amounted to
RUB173.4 billion (around $3.1 billion) in 2014 (other operating
income of RUB8.2 billion, primarily from non-core activities, is
not included).  FGC is 80.13% owned by state-owned JSC ROSSETI.

PJSC ROSSETI (ROSSETI) is the holding company for the national
transmission grid (FGC UES) and 15 distribution grid subsidiaries
(including MOESK, PJSC; Lenenergo, PJSC; IDGC of Urals, JSC; IDGC
of Volga, PJSC; IDGC of Center and Volga Region, PJSC).  As of
June 30, 2015, Russian government owns a 86.32% of ordinary shares
and 7.01% of preferred shares in ROSSETI.  As of the end-2014 the
company generates revenue of around RUB759.6 billion (around $13.5
billion).

PJSC Novorossiysk Commercial Sea Port (NCSP) and its subsidiaries
represent Russia's largest stevedore.  NCSP is 50.1%-owned by
Novoport Holding Ltd.  The Russian government owns a 20% stake in
NCSP and the "golden share".  In 2014, NCSP generated revenue of
$955.6 million.


RUSSIA: Moody's Changes Outlook on 18 Non-Financial Corporates
---------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on (1) the Ba1 corporate family ratings (CFRs) and the
Ba1-PD probability of default ratings (PDRs) of 16 Russian non-
financial corporates and their family entities' ratings; and (2)
the Ba3 CFRs and Ba3-PD PDRs of two Russian non-financial
corporates and their family entities' ratings.  Concurrently,
Moody's has affirmed these ratings.

The affected entities are:

  -- OJSC PhosAgro, PhosAgro Bond Funding Limited
  -- Russian Railways Joint Stock Company, RZD Capital PLC
  -- Federal Passenger Company OJSC
  -- Mobile TeleSystems PJSC, MTS International Funding Limited
  -- MegaFon PJSC
  -- MMC Norilsk Nickel, PJSC, MMC Finance Limited
  -- NLMK, Steel Funding Limited
  -- PAO Severstal, Steel Capital S.A.
  -- Gazprom, PJSC - Gaz Capital S.A., OOO Gazprom Capital,
                     Gazprom ECP S.A.
  -- Gazprom Neft JSC, GPN Capital S.A.
  -- OJSC Oil Company Rosneft, Rosneft International Finance
      Limited
  -- Rosneft International Holdings Limited, Rosneft Finance S.A.
  -- Lukoil PJSC, LUKOIL International Finance B.V.
  -- OAO Novatek, Novatek Finance Limited
  -- Bashneft
  -- Russian Helicopters JSC
  -- Irkut Corporation JSC
  -- Sibur Holding PJSC, Sibur Securities Limited

A list of the affected credit ratings is available at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_186448

The actions follow Moody's change of the outlook on Russia's Ba1
government bond rating to stable from negative on December 3,
2015, reflecting the stabilization of Russia's external finances
and the diminished likelihood of the Russian economy or finances
facing a further intense shock in the next 12-18 months.  Russia's
country ceilings remain unchanged at Ba1/NP (foreign currency
bonds), Ba2/NP (foreign currency bank deposits) and Baa3 (long-
term local currency debt and deposits).  A country ceiling
generally indicates the highest rating level that any issuer
domiciled in that country can attain for instruments of that type
and currency denomination.

RATINGS RATIONALE

Credit risks for the Russian non-financial corporates affected by
today's rating actions have somewhat decreased, as a result of (1)
the stabilization of Russia's external finances, resulting from a
macroeconomic adjustment that has helped to mitigate the effect of
the fall in oil prices on official FX reserves; and (2) the
diminished likelihood of the Russian economy or finances facing a
further intense shock in the next 12-18 months, such as from
additional international sanctions given some easing of the
conflict in eastern Ukraine.

However, Moody's expects that the operating environment for
Russian non-financial corporates will remain challenging, although
less than previously expected, over the next 12-18 months.  This
is the result of continuing weak domestic demand resulting from
Russia's structurally weak growth potential, as well as limited
availability of favourably priced investment capital.

RATIONALE FOR STABLE OUTLOOK

The stable outlook assigned to the affected non-financial
corporates is in line with the stable outlook for the sovereign
rating and reflects Moody's expectation that each company's
specific credit factors, including their operating and financial
performance, market positions and liquidity, will remain
commensurate with their ratings on a sustainable basis.

WHAT COULD CHANGE RATINGS UP/DOWN

Moody's does not expect positive pressure to be exerted on the
ratings in near term, owing to sovereign-related factors, and
considering the stable outlook on the sovereign rating of Russia.
However, positive pressure could be exerted on the ratings if
Moody's were to raise Russia's sovereign rating and/or the
foreign-currency bond country ceiling, depending on the company's
specific credit factors, including their rating's positioning,
operating and financial performance, market positions, liquidity
and in the case of the government related issuers (GRIs), Moody's
assessment of the credit linkages between a corporate and the
state, as well as the probability of the Russian government
providing extraordinary support to the GRIs in the event of
financial distress.

Conversely, negative pressure would be exerted on the ratings if
there is (1) a downgrade or a change of the outlook to negative on
Russia's sovereign rating and/or a lowering of the foreign-
currency bond country ceiling; or (2) a material deterioration in
company-specific factors, including operating and financial
performance, market positions, liquidity and the probability of
the Russian government providing extraordinary support to GRIs in
the event of financial distress.

PRINCIPAL METHODOLOGIES

The principal methodology used in rating IRKUT Corporation, JSC
and Russian Helicopters JSC was Global Aerospace and Defense
Industry published in April 2014.

The principal methodology used in rating OJSC PhosAgro, PhosAgro
Bond Funding Limited, Sibur Holding, PJSC and Sibur Securities
Limited was Global Chemical Industry Rating Methodology published
in December 2013.

The principal methodology used in rating OAO Novatek and Novatek
Finance Limited was Global Independent Exploration and Production
Industry published in December 2011.

The principal methodology used in rating Gazprom Neft JSC, GPN
Capital S.A., Lukoil, PJSC and LUKOIL International Finance B.V.
was Global Integrated Oil & Gas Industry published in April 2014.

The principal methodology used in rating Bashneft, Gazprom, PJSC,
Gaz Capital S.A., OOO Gazprom Capital, OJSC Oil Company Rosneft,
Rosneft International Finance Limited, Rosneft International
Holdings Limited and Rosneft Finance S.A. was Global Integrated
Oil & Gas Industry published in April 2014.  Other methodologies
used include the Government-Related Issuers methodology published
in October 2014.

The principal methodology used in rating Gazprom ECP S.A.was
Moody's Global Short-Term Ratings published in August 2015.  Other
methodologies used include the Government-Related Issuers
methodology published in October 2014.

The principal methodology used in rating NLMK, Steel Funding
Limited, PAO Severstal and Steel Capital S.A. was Global Steel
Industry published in October 2012.

The principal methodology used in rating MegaFon PJSC, Mobile
TeleSystems PJSC and MTS International Funding Limited was Global
Telecommunications Industry published in December 2010.

The principal methodology used in rating Russian Railways Joint
Stock Company and RZD Capital PLC was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include the Government-Related Issuers
methodology published in October 2014.


TATNEFT PJSC: Moody's Changes Outlook on Ba1 CFR to Stable
----------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the Ba1 corporate family rating and the Ba1-PD
probability of default rating of Tatneft PJSC, an oil & gas
company operating in Tatarstan.  Concurrently these ratings have
been affirmed.

The action follows Moody's decision to change to stable from
negative the outlook on the sub-sovereign rating of the Republic
of Tatarstan, Tatneft's major shareholder on 4 December 2015, and
reflects the stabilisation of Russia's credit profile as captured
by Moody's change of outlook to stable from negative on Russia's
government bond rating (Ba1) on Dec. 3, 2015.

RATINGS RATIONALE

Moody's decision to maintain Tatneft's rating at Ba1, one notch
above the rating of the Republic of Tatarstan and on a par with
Russia's country ceiling for foreign currency debt, reflects (1)
the company's financial strength; and (2) its ability to absorb
any potential additional fiscal burden from the Tatarstan
government.  While Tatneft only moderately depends on support from
the republic, Tatarstan relies heavily on revenues from the oil
and gas sector, the main source of which in Tatarstan is Tatneft.

Credit risks for Russian non-financial corporates have somewhat
decreased, as a result of (1) the stabilization of Russia's
external finances, resulting from a macroeconomic adjustment that
has mitigated the effect of the fall in oil prices on official FX
reserves; and (2) the diminished likelihood of the Russian economy
or finances facing a further intense shock in the next 12-18
months, such as from additional international sanctions given some
easing of the conflict in eastern Ukraine.

However, Moody's expects that the operating environment for
Russian non-financial corporates will remain challenging, although
less than previously expected, over the next 12-18 months.  This
is the result of continuing weak domestic demand resulting from
Russia's structurally weak growth potential, as well as limited
availability of favorably priced investment capital.

RATIONALE FOR STABLE OUTLOOK

The stable outlook assigned on Tatneft is in line with the stable
outlook for the Republic of Tatarstan and the Russian government
bond rating, and reflects Moody's expectation that the company's
specific credit factors, including its operating and financial
performance, market positions and liquidity, will remain
commensurate with its rating on a sustainable basis.

WHAT COULD CHANGE RATINGS UP/DOWN

Moody's does not expect positive pressure to be exerted on
Tatneft's rating in near term, owing to sovereign and sub-
sovereign-related factors, and considering the stable outlook on
the ratings of Russia and the Republic of Tatarstan.  However,
positive pressure could be exerted on the rating if Moody's were
to raise Russia's foreign-currency bond rating and the country
ceiling and/or Tatarstan's sub-sovereign rating, depending on the
company's specific credit factors, including its operating and
financial performance, market positions, liquidity and Moody's
assessment of the credit linkages between Tatneft and Tatarstan,
as well as the probability of the Tatarstan government providing
extraordinary support to the company in the event of financial
distress.

Conversely, negative pressure would be exerted on the rating if
there is (1) a downgrade or a change of the outlook to negative on
Russia's sovereign rating and/or a lowering of the foreign-
currency bond country ceiling; (2) a downgrade or a change of the
outlook to negative of the Republic of Tatarstan's rating; or (3)
a material deterioration in company-specific factors, including
operating and financial performance, market positions, liquidity
and the probability of the Tatarstan government providing
extraordinary support to the company in the event of financial
distress.

The principal methodology used in these ratings was Global
Integrated Oil & Gas Industry published in April 2014.  Other
methodologies used include Government-Related Issuers published in
October 2014.



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


AYT CAJAGRANADA: S&P Lowers Rating on Class C & D Notes to CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed from
CreditWatch positive its 'A- (sf)' credit rating on AyT
CajaGranada Hipotecario I Fondo de Titulizacion de Activos' class
A notes.  At the same time, S&P has lowered to 'CCC (sf)' from
'B- (sf)' and to 'CC (sf)' from 'CCC (sf)' its ratings on the
class C and D notes, respectively.

On Oct. 2, 2015, S&P raised its foreign currency long-term
sovereign rating on the Kingdom of Spain to 'BBB+' from 'BBB'.  In
accordance with S&P's criteria for rating single-jurisdiction
securitizations above the sovereign foreign currency (RAS
criteria), S&P consequently placed on CreditWatch positive its
rating on the class A notes.

The rating actions follow S&P's analysis of the most recent
transaction information that it has received for the September
interest payment date (IPD).  S&P's analysis reflects the
application of its Spanish residential mortgage-backed securities
(RMBS) criteria, S&P's current counterparty criteria, and its RAS
criteria.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned rating on each
class of notes in this transaction should be the lower of (i) the
rating as capped by S&P's RAS criteria and (ii) the rating that
the class of notes can attain under S&P's RMBS criteria.  The
rating on the class A notes is constrained by S&P's RMBS criteria.
S&P's upgrade of Spain does not affect its rating on the class A
notes.

On June 9, 2015, S&P lowered its ratings on Barclays Bank PLC, the
transaction account provider.  S&P's current counterparty criteria
classify Barclays Bank, as transaction account provider, as
providing bank account (limited) support to the transaction.
Under the documentation, Barclays Bank had to take remedy action
in line with S&P's current counterparty criteria on the loss of a
'A-1' short-term issuer credit rating (ICR).  The remedy period
has elapsed and Barclays Bank has not taken any remedy action in
line with S&P's current counterparty criteria.  Therefore, S&P's
ratings in this transaction are capped at its long-term 'A-' ICR
on Barclays Bank.  S&P has consequently affirmed and removed from
CreditWatch positive its 'A- (sf)' rating on the class A notes.

Under S&P's RAS criteria, it applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default and
so repay timely interest and principal by legal final maturity.

S&P's RAS criteria designate the country risk sensitivity for RMBS
as moderate.  Under S&P's RAS criteria, this transaction's notes
can therefore be rated four notches above the sovereign rating, if
they have sufficient credit enhancement to pass a minimum of a
severe stress.  However, as not all of the conditions in paragraph
44 of the RAS criteria are met, S&P cannot assign any additional
notches of uplift to the ratings in this transaction.

As S&P's long-term rating on the Kingdom of Spain is 'BBB+', S&P's
RAS criteria cap at 'AA- (sf)' the maximum potential rating for
all classes of notes in this transaction.

The class B to D notes feature an excess spread trapping or
interest deferral mechanism, which protects the more senior class
of notes in stressful scenarios.  The triggers are based on the
ratio of cumulative defaults to the closing portfolio balance.
The triggers are set at 11.0%, 7.0%, and 5.5% for the class B, C,
and D notes, respectively.  The current level of cumulative
defaults is 5.47%.  S&P expects cumulative defaults to increase
further, leading to the class D trigger being breached within the
next three months and the class C trigger being breached within
the next 12 months.  An obligation rated 'CC' is currently highly
vulnerable to nonpayment and an obligation rated in the 'CCC'
category ('CCC+', 'CCC', and 'CCC-') is typically vulnerable to
nonpayment and is expected to default within 12 months.
Therefore, S&P has lowered to 'CCC (sf)' from 'B- (sf)' and to
'CC (sf)' from 'CCC (sf)' its ratings on the class C and D notes,
respectively.

Under S&P's current counterparty criteria, Cecabank S.A. as the
swap provider, cannot support a rating on the notes that is higher
than 'BBB+', which is S&P's long-term ICR on Cecabank plus one
notch.  Therefore, S&P performed its cash flow analysis without
giving benefit to the swap provider to delink its rating on the
notes from the rating on the swap provider.

This transaction features a reserve fund, which a subordinated
loan fully funded to 1.3% of the original balance of the notes at
closing.  It was fixed for the first three years of the
transaction's life.  Thereafter, subject to certain conditions,
the required amount is the lower of the original amount held in
the reserve fund (1.3% of the initial outstanding balance) and
2.6% of the outstanding principal balance of the notes.  However,
the reserve fund is subject to a floor of 0.65% of the initial
outstanding balance.  Due to high periodic defaults, the reserve
fund has been constantly drawn since early 2013 and is now fully
depleted.

Severe delinquencies of more than 90 days, at 3.48%, are on
average higher for this transaction than S&P's Spanish RMBS index.
Defaults are defined as mortgage loans in arrears for more than 18
months in this transaction.  Cumulative defaults, at 5.47%, are
also higher than in other Spanish RMBS transactions that S&P
rates.  After significant arrears increases from 2012 to early
2014, S&P has observed that total delinquencies have decreased by
5.38%, to 9.56% from 14.91%, since March 2014.  Prepayment levels
remain low and the transaction is unlikely to pay down
significantly in the near term, in S&P's opinion.

In S&P's opinion, the outlook for the Spanish residential mortgage
and real estate market is not benign and S&P has therefore
increased its expected 'B' foreclosure frequency assumption to
3.33% from 2.00%, when S&P applies its RMBS criteria, to reflect
this view.  S&P bases these assumptions on its expectation of
continuing high unemployment in 2016.

Spain's economic recovery is gaining momentum, which is currently
only supporting a marginal improvement in the collateral
performance of transactions in S&P's Spanish RMBS index.  Despite
positive macroeconomic indicators and low interest rates,
persistent high unemployment and low household income ratios
continue to constrain the RMBS sector's nascent recovery, in S&P's
view.

S&P expects severe arrears in the portfolio to remain at their
current level, as there are a number of downside risks.  These
include high unemployment and fiscal tightening.  On the positive
side, S&P expects interest rates to remain low for the foreseeable
future and stronger economic growth.

AyT CajaGranada Hipotecario I is a Spanish RMBS transaction, which
closed in June 2007.  The transaction securitizes a pool of first-
ranking mortgage loans Caja de Ahorros de Granada (now Banco Mare
Nostrum S.A.) originated.  The mortgage loans are mainly located
in the region of Andalucia and the transaction comprises loans
granted to Spanish residents.

RATINGS LIST

Ayt CajaGranada Hipotecario I Fondo de Titulizacion de Activos
EUR400 Million Floating-Rate Notes

Class              Rating
            To                From

Rating Affirmed And Removed from CreditWatch Positive

A           A- (sf)           A- (sf)/Watch Pos

Ratings Lowered

C           CCC (sf)          B- (sf)
D           CC (sf)           CCC (sf)


BBVA-10 PYME: Moody's Assigns (P)B3 Rating to Series B Notes
------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to the debts to be issued by BBVA-10 PYME FONDO DE TITULIZACION
(the Fondo):

  EUR596.7 mil. Series A Notes, Assigned (P)Aa2 (sf)
  EUR183.3 mil. Series B Notes, Assigned (P)B3 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions.  Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings.  A definitive rating (if any) may
differ from a provisional rating.

BBVA-10 PYME FT is a securitization of standard loans granted by
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA; A3 Not on Watch /P-2
Not on Watch; Outlook: Stable) to small and medium-sized
enterprises (SMEs) and self-employed individuals.

At closing, the Fondo -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue two series of
rated notes.  BBVA will act as servicer of the loans for the
Fondo, while Europea de Titulizacion S.G.F.T., S.A. will be the
management company (Gestora) of the Fondo.

RATINGS RATIONALE

As of Nov. 2015, the audited provisional asset pool of underlying
assets was composed of a portfolio of 4,943 contracts granted to
SMEs and self-employed individuals located in Spain.  The assets
were originated mainly between 2007 and 2015 and have a weighted
average seasoning of 5.0 years and a weighted average remaining
term of 6.8 years.  Around 51% of the portfolio is secured by
first-lien mortgage guarantees over different types of properties.
Geographically, the pool is concentrated mostly in Catalonia
(24.3%) and Andalusia (15.6%).  At closing, any loans in arrears
more than 30 days will be excluded from the final pool.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) a pool with a high seasoning of 5
years; (ii) a granular pool (the effective number of obligors over
500); and (iii) a simple structure.  However, the transaction has
several challenging features: (i) high concentration in the
Construction and Building sector (28.7%); (ii) no interest rate
hedge mechanism in place; and (iii) a strong linkage to BBVA
related to its originator, servicer and issuer account bank roles.
These characteristics were reflected in Moody's analysis and
provisional ratings, where several simulations tested the
available credit enhancement and 5% reserve fund to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

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

In its quantitative assessment, Moody's assumed a mean default
rate of 13.78%, with a coefficient of variation of 43.1% and a
recovery rate of 55.0%. Moody's also tested other set of
assumptions under its Parameter Sensitivities analysis.  For
instance, if the assumed default probability of 13.78%% used in
determining the initial rating was changed to 17.91% and the
recovery rate of 55% was changed to 45%, the model-indicated
rating for Serie A and Serie B of Aa2(sf) and B3(sf) would be
A3(sf) and Caa2(sf) respectively.

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

In rating this transaction, Moody's used ABSROM to model the cash
flows and determine the loss for each tranche.  The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the Inverse Normal distribution
assumed for the portfolio default rate.  On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution.  In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders.  Therefore,
the expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default scenario
for each tranche.

Therefore, Moody's analysis encompasses the assessment of stress
scenarios.

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

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

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


FONCAIXA PYMES 7: DBRS Assigns CCC Rating to Series B Notes
-----------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
notes issued by Foncaixa PYMES 7, FT (the Issuer):

-- EUR2,150.5 million Series A Notes: A (low) (sf) (the
    Series A Notes)

-- EUR379.5 million Series B Notes: CCC (high) (sf) (the
    Series B Notes, together, the Notes)

The transaction is a cash flow securitization collateralized by a
portfolio of term loans and drawn amounts on credit lines
originated by Caixabank, S.A. (Caixabank or the Originator) to
small and medium-sized enterprises (SMEs) and self-employed
individuals based in Spain. As of November 9, 2015, the
transaction's provisional portfolio included 60,281 loans and
credit lines to 53,272 obligor groups, totalling EUR2,665.4
million. The provisional pool is composed of newly originated
loans (64.2% of the portfolio outstanding balance) as well as
loans that were previously included in Foncaixa PYMES 5, FTA
(35.8%). Foncaixa PYMES 5, FTA was rated by DBRS last year and was
called on 17 November 2015.

At closing, the Originator will select the final portfolio of
EUR2,530 million from the above-mentioned provisional pool.

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
Legal Maturity Date in December 2048. The rating on the Series B
Notes addresses the ultimate payment of interest and the ultimate
payment of principal on or before the Legal Maturity Date in
December 2048.

The provisional pool is well diversified with no significant
borrower concentration and low industry concentration. There is
some concentration to borrowers in Catalonia (30.6% of the
portfolio balance) which is expected given that Catalonia is the
home region of the Originator. The top one, ten and twenty
borrowers represent 0.37%, 2.54% and 4.10% of the portfolio
balance, respectively. The top three industry sectors by DBRS
industry definition include "Business Equipment & Services",
"Building & Development" and "Farming & Agriculture", representing
12.4%, 11.3% and 10.1% of the portfolio outstanding balance,
respectively.

In DBRS's opinion, the portfolio is of better credit risk quality
than the overall SME loan book of the Originator and has adjusted
the base case probability of default (PD) to account for this
positive selection. DBRS's opinion is based on the analysis of the
portfolio internal rating and PD distribution and comparing it to
the originator's total loan book for similar assets.

The above ratings are provisional. Final ratings will be issued
upon receipt of executed versions of the governing transaction
documents. To the extent that the documents and information
provided by Foncaixa PYMES 7, FT, GestiCaixa, S.G.F.T., S.A. and
Caixabank, S.A. to DBRS as of this date differ from the executed
versions of the governing transaction documents, DBRS may assign
lower final ratings to the Notes or may avoid assigning final
ratings to the Notes altogether.


PYMES SANTANDER 8: DBRS Discontinues C(sf) Rating on Class C Debt
-----------------------------------------------------------------
DBRS Ratings Limited (DBRS) discontinued its ratings on the Series
A, Series B and Series C Notes issued by FTA PYMES SANTANDER 8
(the Issuer).

The rating action reflects the payment in full of the Series A,
Series B and Series C Notes as of the last payment date, 12
November 2015.

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

-- EUR218,624,764.25 Series A Notes at A (high) (sf).
-- EUR 232,500,000.00 Series B Notes at BBB (high) (sf).
-- EUR310,000,000.00 Series C Notes at C (sf).


GRUPO ISOLUX: Fitch Cuts LT Issuer Default Rating to 'B'
--------------------------------------------------------
Fitch Ratings has downgraded Spanish engineering and construction
(E&C) group Grupo Isolux Corsan, S.A.'s (Isolux) IDR to 'B' from
'B+' and its senior unsecured rating to 'B'/'RR4' from 'B+'/'RR4'.
Fitch has also placed the IDR and senior unsecured ratings on
Rating Watch Negative (RWN).

The downgrades reflect the high leverage of the company due to
pressure on its EBITDA from LATAM operations (Fitch adjusted net
debt to last 12 months 3Q15 EBITDA around 11x). The RWN reflects
uncertainties around management's ability to improve EBITDA from
its low point in 2015 and to sell at planned amounts its
concession portfolio given the current environment in Brazil.
Receipt of disposal proceeds in early 1Q16 will be key to
resolving the RWN. If the disposals occur as planned, we would
likely place the 'B' IDR on Negative Outlook to reflect
uncertainties regarding the improvement of operations and Isolux's
ability to further deleverage. Adjusting for disposal proceeds,
leverage of the largely E&C group would be around 5x.

Liquidity at 4Q15 should benefit from a seasonally favorable
working capital and factoring of PSP's receivables. Nonetheless
liquidity could be put under pressure in 1H 15 because of the
seasonality of working capital if assets sale proceeds do not
happen as planned.

KEY RATING DRIVERS

Agreement with PSP

Isolux recently announced the end of its partnership with PSP (the
Canadian pension investment manager that held a 20% stake in
Isolux's concessions vehicle), and the split of these concession
assets between the two partners. The transaction means Isolux will
receive USD197m in cash and simplifies its structure, but the
challenging economic situation in Brazil could make it more
difficult to sell the assets in the short term, although Fitch
understands there is still demand for this type of assets.

Disposal Execution Risk

Fitch notes that the exclusivity period with one investor expired
but that other investors have been invited to the process. This
highlights the execution risks related to the disposal process and
creates uncertainty in terms of timing and pricing. Potential
change of control clauses typically included in these concessions'
debt, ongoing Brazilian difficulties (FX, the economy) and Abengoa
potentially selling similar assets, could adversely affect
Isolux's disposal plans. Fitch also notes that some of the
proceeds could be further adjusted (most notably a EUR70m for the
T-Solar put option).

Moving Towards a Pure E&C business

Following the disposals, Isolux will become a pure E&C business.
Fitch notes that the share of Isolux's E&C backlog to third
parties is above 80%, suggesting the exit from concessions is
unlikely to have a significant impact on its core remaining
business. Even with Isolux successfully delivering its disposal
plan, Fitch estimates the leverage of the remaining group could be
around 5x, which is still very high for a pure E&C operator at the
existing rating.

2015 Below Expectations

Management revised its EBITDA guidance for 2015 downwards during
the year from around EUR245m to a range of EUR190m to EUR200m.
Other key items such as working capital and interest expenses also
evolved adversely (including the higher cost of confirming and
guarantees). Those changes reflect a tougher environment in Latin
America due to margin pressure and a project cancellation.

Some Differences with Abengoa

Isolux's bonds are now trading at a discount following Abengoa's
decision to look for the protection of the Spanish insolvency law.
While the companies share some characteristics (construction
companies with concessions, a large exposure to LATAM, high
leverage, an ownership structure that impedes equity issuance)
Fitch also notes that Isolux has not suffered working capital
outflow of the same magnitude as Abengoa and its E&C activity is
less dependent on the concessions investments it is now selling.

KEY ASSUMPTIONS

-- Planned asset disposal receipts in early 2016.
-- Unforeseen liquidity calls.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
action, including the resolution of the RWN, are:

-- Disposal of assets and improvement of the underlying
    profitability of the E&C business.

-- Improvement in liquidity.

-- Consistent FCF generation showing an ability to deleverage
    from 5x leverage.

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

-- Deterioration in Isolux's liquidity as a result of working
    capital outflows or material project losses.

-- Failure to deliver on its asset disposal programme both in
    terms of timing and pricing.

-- Breach (or unwaived) of financial covenants due to be tested
    at the year-end.

-- Material equity injections from the restricted group to the
    concession business.

LIQUIDITY

In the short term, Fitch notes that Isolux's liquidity should
benefit from the positive pattern of working capital normally
observed in 4Q. Isolux also announced its intention to use
factoring for the USD196m to be received in the PSP transaction.
Nonetheless, liquidity could come under pressure in 1H15 because
of the seasonality of working capital and if asset sales do not
happen as planned.

FULL LIST OF RATING ACTIONS

Grupo Isolux Corsan, S.A.

-- Long-term IDR downgraded to 'B' from 'B+'; on RWN

-- Senior unsecured downgraded to 'B'/'RR4' from 'B+'/'RR4'; on
    RWN

-- Short term IDR affirmed at 'B'

Grupo Isolux Corsan Finance, B.V.

-- Senior unsecured debt downgraded to 'B'/'RR4'; from
    'B+'/'RR4'; on RWN


===========
T U R K E Y
===========


BURSA METROPOLITAN: Fitch Lifts Issuer Default Ratings to BB+
-------------------------------------------------------------
Fitch Ratings issued a correction to the Dec 4, 2015 release on
the Metropolitan Municipality of Bursa, which incorrectly stated
the weights of the key rating drivers.

The revised version is as follows:

Fitch Ratings has upgraded the Metropolitan Municipality of
Bursa's Long-term foreign currency and local currency Issuer
Default Ratings (IDR) to 'BB+' from 'BB' and National Long-term
Rating to 'AA(tur)' from 'AA-(tur)'. The Outlooks are Stable.

The upgrade reflects Bursa's expected increase in shared tax
revenue income, which has been boosted by the Law 6360 that came
into force in March 2014. As of end-2014, operating revenue had
already increased by35% yoy on a nominal basis with an annual
inflation rate of 8.5%. The expected strong operating performance
and wealthy economy together with high capital revenue, supports a
high self-financing capacity for its ongoing large capex
investments envisaged for 2016-2018. The upgrade also takes into
account that direct debt should remain at 100% of the current
revenue, despite the FX risk the city is exposed to and its large
capex investments.

KEY RATING DRIVERS

The upgrade reflects the following key rating drivers and their
relative weights:

HIGH

Fitch expects operating revenue to grow at 14% CAGR in 2016-2018,
and estimates operating spending will grow at 12% CAGR during the
same period, supporting operating margins above 40%.

In 3Q15, Bursa posted a strong operating margin of 43.5%, which
was supported by operating expenditure growth substantially below
operating revenue and also reflects its investment driven
responsibilities. The local economy was resilient to the adverse
sentiment change in the international capital markets in 2014 and
2015. The city's tax revenue in 2014 grew by 18% yoy on a nominal
basis and is expected to increase by 20% as of end 2015.

The city's authorities follow a solid budgetary policy and
improving financial planning, which guarantees solid operating
performance, although adjustments in improved liquidity planning
could be undertaken. Sound financial planning enables further
large financing needs of capex investments to be covered in a
timely and forward looking manner.

Bursa is Turkey's fourth-largest contributor to its GVA,
contributing on average 6% in 2004-2011 (last available
statistics). The metropolitan city accounts for 3.6% of the
Turkish population, or 2.8 million people in 2014. The city is the
main hub for the country's automobile and automotive industry,
followed by steel production, textile and food-processing
industries

MEDIUM

Fitch projects the improved operating balance will help reduce
Bursa's overall risk on a sustainable basis. Further, Fitch
expects the city to remain committed to reducing its unhedged FX
exposure, and continue its expenditure discipline.

This would help Bursa to reduce its direct debt on a sustainable
basis to 100% of its current revenue, with the debt to current
revenue ratio decreasing below three years for the first time
since 2006, during 2016-2018. This will be supported by the city's
continued expenditure discipline, as demonstrated over the past
three years and improving debt management practices.

Fitch expects direct debt to increase to TRY1.5bn in 2018, due to
Bursa's financing needs for ongoing capex investments. This will
be supported by the city's continued strong operating surpluses,
and solid financial management, keeping the debt payback ratio
below three years.

The city is exposed to unhedged FX risk, which is related to its
project financing and euro-denominated. In 2014, the share of its
FX exposure was 59.5%. Since 2013 the city has not taken on any
new foreign-currency denominated debt and there is none envisaged
in its three-year plan. Accordingly, Fitch expects the FX share to
reduce below 50% of the debt portfolio as of 2018. The weighted
average of maturity of its FX debt is 12 years, and its total debt
is 10 years as of 3Q15, well above its debt payback ratio.

The lenders of Bursa's FX debt portfolio consist solely of
multilateral agencies, such as EIB, EBRD and KfW. For local
currency borrowing the city has also good access to various
commercial and state owned banks.

RATING SENSITIVITIES

A sharp increase in external and local debt and a deterioration of
the deficit before financing to more than 10% of total revenues
could prompt a downgrade, although this is not Fitch's base case
scenario.

Sustainable reduction of overall risk and continuation of strong
budgetary performance with operating expenditure not higher than
budgeted would be positive for the Long-term IDRs and National
Ratings.



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


PRIVATBANK: Fitch Hikes Long-Term Issuer Default Rating to 'CCC'
----------------------------------------------------------------
Fitch Ratings has upgraded PJSC CB PrivatBank's (Privat) Long-term
foreign currency Issuer Default Rating (IDR) to 'CCC' from 'RD'
(Restricted Default) on completion of the bank's external debt
restructuring. The Viability Rating (VR) has also been upgraded to
'ccc' from 'f'. A full list of rating actions is at the end of
this rating action commentary.

KEY RATING DRIVERS - VR

The upgrade of the bank's VR to 'ccc' reflects Fitch's assessment
of the bank's standalone profile following its external debt
restructuring. Specifically, the upgrade reflects reduced near-
term refinancing requirements, as the restructuring of the bank's
senior Eurobonds, originally due in September 2015, and
subordinated notes (not rated by Fitch) originally due in February
2016 (with a combined nominal value of USD350 million, or 3% of
end-3Q15 liabilities under local GAAP) resulted in a lengthening
of the external debt maturity profile.

At end-3Q15, the bank's reported foreign currency liquidity
(comprising cash and equivalents and short-term interbank
placements) of around USD930 million was comfortably sufficient to
meet near-term wholesale funding maturities, although the
stability of the bank's highly dollarised deposit funding is also
key to maintaining FX liquidity. Net of scheduled external
wholesale debt repayments in the next 12 months, FX liquidity
covers around 17% of FX-deposits.

The bank's VR also considers (i) reduced pressure from deposit
volatility (adjusted for FX-effects, deposit outflows moderated to
2% in 9M15, after a large 22% in 2014) and the availability of
liquidity support, in hryvnia, from the National Bank of Ukraine
(NBU), in particular to systemically important institutions such
as Privat (market share in retail deposits: 32%); and (ii) the
bank's compliance with prudential capital requirements (regulatory
capital ratio of 10.7% at end-November 2015, up from 9.1% at end-
1Q15, vs. the minimum level of 10%). The latter was supported by
the recent restructuring of USD150 million of subordinated debt,
which is now due in 2021 and fully included in regulatory capital.
An additional USD70 million of subordinated debt raised from the
bank's shareholders in 4Q15 (not yet recognized in the regulatory
capital, pending NBU registration) will provide a further moderate
uplift to the regulatory capital ratio to above 11%.

The VR remains constrained by the difficult operating conditions
and resultant pressures on asset quality, performance and capital.
The bank's reported non-performing loans (NPLs, loans more than 90
days overdue) at 8% of gross loans, remained significantly below
sector average levels at end-1H15, after regular write-offs and
the transfer (in 4Q14) of the Crimean exposures to an
unconsolidated entity controlled by the bank's shareholders. At
the same time, individually impaired loans (not yet past due)
remained sizeable at 28% of loans between end-2014 and end-1H15.
Reserve coverage of NPLs and individually impaired loans was low,
at 32% at end-1H15. Large borrower and sector concentrations (the
largest oil trading segment accounted for 19% of loans) and the
material share of FX-lending (43%), mostly to unhedged borrowers,
are additional sources of credit risk.

"We expect pressure on capital to remain considerable given large
unreserved problem assets, weak financial performance, which is
constrained by high funding and credit risk costs, and the only
moderate economic recovery forecasted for 2016-2017. The bank's
equity cushion offers negligible loss-absorption capacity, while
pre-impairment profit, adjusted for accrued revenues not paid in
cash, is negative (in 1H15, as per IFRS). The asset quality review
and capital stress test planned by the NBU for Ukrainian banks in
2016 will likely reveal additional provisioning and
recapitalizations needs. However, regulatory forbearance will
allow sector banks to restore solvency only gradually, from the
new minimum requirement of 5% from January 2016 to 10% by end-
2018. "

KEY RATING DRIVERS - IDRS, NATIONAL RATING, SENIOR DEBT AND
SUPPORT RATINGS

The upgrade of Privat's Long-term foreign currency IDR and senior
debt rating to 'CCC' and the affirmation of its Long-term local
currency IDR at 'CCC' are driven by the upgrade of its VR.

The upgrade of Privat's senior unsecured debt ratings to
'CCC'/'RR4' also reflects a re-assessment of the recovery
prospects for senior creditors in case of default, which Fitch now
views as average. Bondholders are subordinated to retail deposits
(56% of non-equity funding at end-3Q15) and could suffer as a
result of significant asset encumbrance (25% of Privat's gross
loans pledged against NBU funding). However, in Fitch's view
Privat would be unlikely, in case of default, to be forced into
bankruptcy or liquidation procedures and a fire sale of assets,
due to its sizable market shares and systemic importance, and this
reduces downside recovery risks for bondholders resulting from
subordination and encumbrance.

Privat's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflect Fitch's view that support cannot be relied upon
given the limited ability of the sovereign to provide support, in
particular, in foreign currency, and limited transparency on the
ability of the bank's shareholders to provide assistance.

The affirmation of the bank's National rating reflects Fitch's
view that the bank's creditworthiness relative to other Ukrainian
issuers has not changed significantly.

RATING SENSITIVITIES -ALL RATINGS

The bank's VR, IDRs, senior debt ratings and National rating could
be downgraded if further deterioration in asset quality results in
capital erosion, without sufficient support being provided by the
shareholders, or if deposit outflows sharply erode the bank's
liquidity, in particular in foreign currency.

Stabilisation of the country's economic prospects, combined with
strengthening of the bank's loss absorption capacity, would reduce
downward pressure on the ratings. However, an upgrade of the bank
is unlikely without an upgrade of the sovereign ratings.

The rating actions are as follows:

Long-term foreign-currency IDR: upgraded to CCC' from 'RD'

Short-term IDR: upgraded to 'C' from 'RD'

Viability Rating: upgraded to 'ccc' from 'f'

Long-term local currency IDR: affirmed at 'CCC'

Restructured senior unsecured USD200m eurobond of UK SPV Credit
Finance plc due on January 23, 2018: upgraded to 'CCC'/Recovery
Rating 'RR4' from 'C'/Recovery Rating 'RR4'

Non-restructured senior unsecured USD175m eurobond of UK SPV
Credit Finance plc due on 28 February 2018: upgraded to
'CCC'/Recovery Rating 'RR4' from 'CC'/Recovery Rating 'RR5'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

National Long-term rating: affirmed at 'A-(ukr)', Outlook revised
to Negative from Stable


PRIVATBANK: S&P Raises Counterparty Credit Rating to B-/C
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long- and short-term
counterparty credit rating on Ukrainian PrivatBank to 'B-/C' from
'SD'(selective default).  The outlook is negative.

The rating action follows PrivatBank's completion of its debt
restructuring.  The bank extended the maturity of its $200 million
senior unsecured bond originally due September 2015 to Jan. 23,
2018.  PrivatBank also changed the bond's coupon rate to 10.25%
from 9.375%.  The bank extended the maturity of its $150
subordinated bond originally due February 2016 to Feb. 9, 2021,
and increased its coupon rate to 11% from 5.8%.  S&P do not rate
any debt issued by PrivatBank.

S&P expects that PrivatBank will continue to honor its other
obligations as they come due, especially to its depositors, within
the limits allowed by the National Bank of Ukraine (NBU).

"We assess the bank's business position as adequate, reflecting
its dominant commercial banking franchise in Ukraine and our
expectation that it will prove more resilient to the current
economic and political crisis in Ukraine than its domestic peers.
In our view, PrivatBank remains one of the strongest banks in
Ukraine and has a viable business model, even under current
difficult operating conditions.  Nevertheless, we forecast that
the bank's profitability will decline significantly in 2015 and
2016, falling below that of international peers, due to a sharp
contraction in its net interest margin and the creation of
additional provisions," S&P said.

"Our weak assessment of PrivatBank's capital and earnings reflects
our view that the bank's capitalization remains under pressure
from economic contraction and significant hryvnia devaluation in
Ukraine, and, thus, we believe there is a possibility that the
bank will need to create material additional provisions in 2016.
We acknowledge that the bank's capitalization has strengthened
following shareholder capital injections in 2015.  The bank's
capital adequacy ratio, according to the Ukrainian national
standards, was 10.7% at the time of this report.  We project that
PrivatBank's risk-adjusted capital (RAC) ratio will increase to
about 5% in 2015-2016 from 4.7% at year-end 2014, and consider a
RAC ratio of 3%-7% neutral for the rating," S&P said.

"We consider the bank's risk position to be adequate, reflecting
our view of the bank's more conservative risk appetite, more
advanced risk-management framework, greater franchise
diversification, and better loss experience than Ukrainian peers'.
As a result, we expect the bank's asset quality will remain among
the best in the Ukrainian banking system. PrivatBank's
nonperforming loans (NPLs; loans over 90 days overdue, according
to International Financial Reporting Standards) were stable at
about 8.0% as of July 1, 2015--the same level as a year ago.  This
is significantly below the reported NPLs for the Ukrainian banking
system of 20% on the same date.  PrivatBank's provisioning policy
is conservative, in our view, and should provide an additional
buffer against Ukraine's weak economy and the difficult operating
conditions in the domestic banking sector.  The ratio of loan loss
reserves to customer loans was 11.6% as of midyear 2015, enabling
the bank to fully cover NPLs and restructured loans.  We expect
the bank will adhere to its policy of full NPL coverage by
provisions through 2016," S&P noted.

S&P assess PrivatBank's funding as average, reflecting its funding
by customer deposits, which accounted for 78% of the funding base
as of midyear 2015, and a stable funding ratio, as calculated by
Standard & Poor's, exceeding 110% as of midyear 2015 and year-end
2014.

S&P assesses PrivatBank's liquidity to be adequate, reflecting a
stable 12% share of broad liquid assets (including cash and
reserves at the central bank, balances due from financial
institutions within one year, and liquid securities, under S&P's
definition) as of Sept. 30, 2015, and S&P's expectation that they
would remain at current levels in the next 12 months.  S&P's
assessment also reflects easing pressure on the bank's liquidity
from deposits outflows.  The bank claims that retail term deposits
in hryvnia have increased while retail term deposits in foreign
currency have stabilized since April 2015.

The bank's liquidity is supported by refinancing loans from the
NBU until 2020, which amounted to Ukrainian hryvnia (UAH) 27.9
billion (about $1 billion) as of Nov. 15, 2015, or 13% of
liabilities.  Significant reliance of the Ukrainian banking system
on the central bank's refinancing loans is reflected in S&P's
assessment of systemwide funding as extremely high risk under its
banking industry country risk assessment of Ukraine.

S&P, therefore, assesses PrivatBank's SACP to be 'b-'.

S&P classifies PrivatBank as having high systemic importance in
Ukraine but consider the government's tendency to support private-
sector commercial banks as uncertain because S&P believes that the
government has only a limited capacity to support or bail out
financial institutions in financial stress.  Therefore, S&P gives
no notches of support to PrivatBank for government support.

The negative outlook on PrivatBank reflects S&P's view that poor
economic conditions and funding profile constraints for Ukrainian
banks will continue to weigh on the bank's creditworthiness in the
next 12 months.

S&P could take a negative rating action in the next 12 months if
it observed:

   -- Significant deposit outflows that would result in a
      deterioration of the bank's funding and liquidity metrics;
      or

   -- Significant deterioration in the bank's asset quality or
      creation of significant additional provisions.  This could
      negatively hurt its capital buffers, resulting in S&P's
      forecast RAC ratio declining to below 3%.

S&P could revise the outlook to stable if it observed a
stabilization of economic conditions in Ukraine, including
diminishing funding constraints for Ukrainian banks, while the
bank continued to show better-than-system average credit quality.



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


DECO 11-UK: Fitch Raises Rating on Class A1-B Debt to 'B-sf'
------------------------------------------------------------
Fitch Ratings has upgraded DECO 11 - UK Conduit 3 plc's class A1-B
floating rate notes due 2020 and affirmed the other tranches, as
follows:

GBP54.7 million class A1-A (XS0279810468) affirmed at 'Asf';
Outlook Stable

GBP70.7 million class A1-B (XS0279812597) upgraded to 'B-sf' from
CCCsf'; Outlook Stable

GBP43.2 million class A2 (XS0279814452) affirmed at 'CCsf'';
Recovery Estimate (RE) revised to 10% from 0%

GBP26.2 million class B (XS0279815426) affirmed at 'Csf'; RE 0%

GBP36.1 million class C (XS0279816580) affirmed at 'Csf'; RE0%

GBP28.2 million class D (XS0279817398) affirmed at 'Csf'; RE0%

The transaction was originally the securitization of 17 commercial
mortgages originated by Deutsche Bank AG (A/Negative). The loans
were secured on 56 properties located across the UK. As of October
2015, four loans remained, all in special servicing (with either
Hatfield Philips International (HPI) or Solutus Advisors). All
principal proceeds are allocated to the notes sequentially as the
loan defaults and loss allocations to the junior (non-rated) notes
breached various triggers.

KEY RATING DRIVERS

The upgrade of the class A1-B notes and upwards revision of the RE
reflect the improved recovery prospects for the largest loan,
GBP216.4 million Mapeley Gamma, reflected in its 2015 valuation
being significantly higher than in 2012. With swap expiry in
January 2017 (by when the current swap liability will amortize to
zero), Fitch expects HPI to increase marketing efforts over 2016
in a bid to sell the portfolio soon thereafter, making the current
valuation a useful indicator of sale prospects. The rating actions
also incorporate the recoveries from the GBP5.7 million Regent
Capital loan (GBP3.5 million), which Fitch had given no credit to
at all on the basis of its continual vacancy.

Mapeley Gamma has been in special servicing since October 2012 as
a result of an uncured loan-to-value (LTV) covenant breach. No
asset sales have occurred to date given the swap liability. As the
loan is fixed rate, relatively little surplus rent (GBP1.5 million
in July 2015) has been swept since breach of covenant. The 24
commercial assets (predominantly offices) are located in regional
or provincial UK towns. With an LTV of 159% as of July and 30%
vacancy, selling the collateral will realise substantial losses
(writing off the class C, D and E notes). However, proceeds should
cover the class A1 notes.

The GBP41.6 million Wildmoor Northpoint Limited loan defaulted in
2010 and is in special servicing with Solutus Advisors. Occupancy
has stabilized around 95%. Unless resolved reasonably promptly,
what is already an unusually long workout process (by UK
standards) risks exposing the issuer to a switchback in the
property investment market cycle. Fitch expects a significant loss
on the loan, with a reported senior LTV of 156% (albeit based on a
2012 valuation).

The GBP7.2 million CPI Retail Active Management defaulted at
maturity in 2011 and is also being specially serviced by Solutus
Advisors. The Maltings Shopping Centre located in St. Albans and
around 95% let to 10 tenants (Sainsbury's contributes half of the
rent) acts as collateral for the loan. Interest coverage has
increased to 3.2x in July from 1.3x one year ago as a result of
expired rent-free periods and reduced costs. Nevertheless, the
same risk around length of work out applies. Fitch expects a
moderate loss (the reported LTV is 119.8%).

The smallest remaining loan, the GBP1.5 million Investco Estates
Limited, defaulted at maturity in October 2013. It is secured on a
warehouse (storage and office space) located in Nuneaton and let
to a single tenant until 2019. Reported LTV (based on a 2014
valuation) of 117% is consistent with a moderate loss.

RATING SENSITIVITIES

Positive rating action on the class A1-B notes and the A2 RE could
ensue from asset sales out of Mapeley Gamma supporting the current
valuation metrics.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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

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

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


NEPTUNE RATED: Fitch Assigns 'BBsf' Rating to Mezzanine Facility
----------------------------------------------------------------
Fitch Ratings has assigned the warehouse loan facilities under the
Neptune Rated Warehouse Limited (the warehouse) transaction final
ratings, as follows:

GBP3,683,307,958.23 facility A: 'AAAsf', Outlook Stable
GBP368,330,795.82 facility B: 'AAsf', Outlook Stable
GBP294,664,636.66 facility C: 'Asf', Outlook Stable
GBP171,887,704.72 facility D: 'BBB+sf', Outlook Stable
GBP171,886,996.47 mezzanine facility: 'BBsf', Outlook Stable
GBP220,978,950.25 facility F: not rated
GBP73,665,855.63 subordinated note: not rated

This transaction is a non-revolving warehouse facility used by
Cerberus European Residential Holdings B.V. (CERH) to finance the
purchase of a residential mortgage portfolio from NRAM plc. The
warehouse loan facilities are provided by a consortium of four
lenders to Neptune Rated Warehouse Limited, an SPV incorporated in
England and Wales.

The warehouse is backed by a GBP4.9 billion portfolio of seasoned
prime UK owner-occupied mortgage loans, predominantly originated
between 2005 and 2007 by Northern Rock (NR). Following the
nationalisation in 2008, NR was restructured into two separate
entities in January 2010: Northern Rock plc and Northern Rock
(Asset Management) plc (legally known as NRAM since May 2014) and
subsequently transferred to the state holding company UK Asset
Resolution Limited (UKAR).

The purchased assets were previously securitized in the Granite
Master Trust, which will be collapsed for the purpose of this
transaction. NRAM sold the beneficial interest of the GBP11.9
billion Granite mortgage portfolio to CERH, which subsequently on-
sold the beneficial interest of a randomly selected subset of
GBP4.9 mortgages into the warehouse. UKAR is also in the process
of selling the share in the NRAM entity to CERH which is expected
to be completed by 1H16.

Credit enhancement (CE) on facility A at 25.3% is provided by the
subordination of the rated B to mezzanine facilities and the
unrated F facility. The transaction also contains a non-amortizing
reserve fund sized at 1.5% of the initial facility balance, which
is fully funded at close through the proceeds of the subordinated
note. Of this, 1.5% of facilities A and B outstanding balance
consist of the liquidity reserve portion whereby the remaining
portion can be used to cure credit losses. Once facility D has
been paid-off, the reserve fund is released as available
principal.

Facilities A and B are rated for timely payment of interest and
principal, while facilities C to mezzanine are rated for ultimate
interest and principal payments in accordance with the transaction
documentation. The transaction also contains additional
subordinated non-interest amounts owed by the warehouse to the
loan providers, which are not addressed in Fitch's ratings.

KEY RATING DRIVERS

Seasoned Portfolio

The majority of the loans are 'peak year' (2005-2007) vintages
which have a weighted average (WA) seasoning of 117 months, an
indexed WA current loan-to-value ratio (CLTV) of 78.2% and a WA
debt-to-income ratio (DTI) of 40.4%. Of the portfolio 2.8% is more
than three months in arrears and 17.5% of the borrowers are self-
employed. Fitch has stressed its default probabilities by 10% to
account for the weaker performance of the Granite loans compared
with many prime UK pass-through transactions rated by the agency.

Warehouse Securitization of Purchased Portfolio

CERH acquired the Granite mortgages from NRAM and subsequently
sold the beneficial interest of GBP4.9 billion loans into the
warehouse on the closing date. Legal title remains with NRAM
following close and the share sale of NRAM to CERH is expected to
be completed by 1H16. Fitch has reviewed the portfolio acquisition
history and deems the risk of assets being clawed back as remote.

Permitted Disposals Feature

A key feature of this transaction is CERH's ability to dispose of
the mortgage loans with a view to refinancing some or all of the
amounts owed by it to the lenders. The assets will be selected on
a random basis and such sales are subject to certain disposal
conditions such as, among others, no recordings on the principal
deficiency ledgers, a minimum par sale price covering accrued
interest, and one and three month arrears not exceeding twice
their respective levels at close.

Limited Capacity for Repurchase

CERH is not rated by Fitch and may have limited resources to
repurchase any mortgages if there is a breach of the
representations and warranties given to the warehouse. Fitch
analyzed historical losses and warranty breaches on the Granite
assets and has made an adjustment over the life of the
transaction.

Servicer Sale

Servicing is currently carried out by Bradford and Bingley plc
(B&B), which was placed into public ownership along with its
entire mortgage business with UKAR in November 2010. B&B's
servicing platform is currently undergoing a sale process, which
is expected to complete in 2016. Fitch has assessed the likely
impact of the integration of the successor entity ahead of the
sale process and believes the proposed arrangement will help
mitigate payment interruption risk. However, due to the weaker
performance, large portfolio size, and higher -than-average
interim servicing fee, Fitch has applied an increased senior fee
assumption of 0.35% from 0.25%.

RATING SENSITIVITIES

The ratings and the related analysis performed are based on the
assumptions in the existing criteria - Criteria Addendum: UK,
dated 11 June 2015. Material increases in the frequency of
defaults and loss severity on defaulted receivables could produce
loss levels larger than Fitch's base case expectations, which in
turn may result in negative rating actions on the notes. Fitch's
analysis revealed that a 30% increase in the weighted average (WA)
foreclosure frequency, along with a 30% decrease in the WA
recovery rate, would result in a model-implied downgrade on the
rated facilities as follows: facility A to 'A+sf', facility B to
'BBB+sf', facility C to 'BBB-sf', facility D to 'BBsf' and the
mezzanine facility to 'Bsf'.

Fitch's exposure draft report - Exposure Draft - Criteria
Addendum: UK, dated September 22, 2015 has not been adopted (and
the related model has not been through the full validation
process), and these were not used in the rating analysis. Fitch
has performed a sensitivity analysis which shows that if the
criteria in that Exposure Draft (and the related model) were used,
the assigned final ratings would remain unchanged from the
existing criteria.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

For its rating analysis, NRAM provided Fitch with a loan-by-loan
data template with all of the key data fields completed, other
than prior mortgage arrears. The agency typically calculates the
sustainable loan-to-value (LTV) using the current balance, and the
valuation and corresponding date of the valuation provided (which
is indexed against the Halifax house price index). The valuation
corresponding to the loan amount at the time of the latest advance
for the pool was not provided. However, the original valuations
and updated valuations carried out in 2008 by NRAM prior to the
loans being placed under UKAR's supervision were provided.
Therefore Fitch was not able to calculate an accurate WA CLTV on
the loans since the current balance in most instances can only be
weighed against the original valuation, which artificially
inflates the WA CLTV on the pool.

Fitch conducted an enhanced file review on a targeted sample of
NR's origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices, and the other information provided to the
agency about the asset portfolio.

Fitch reviewed the draft results of a third party assessment
conducted on the asset portfolio information, which indicated
errors or missing data mainly related to property type, amount
advanced, valuation date and application forms. The majority of
findings were reported when the loans migrated to NRAM post NR's
insolvency. Fitch has applied a 5% lender adjustment to account
for these findings.

To determine the quick sale assumption (QSA), Fitch analyzed
approximately 11,037 sold repossessions provided by NRAM. The
observed QSA was slightly above Fitch's standard assumptions and
therefore the QSA assumptions were increased to 17.2% from 17% for
owner-occupied houses and to 25.9% from 25% for owner-occupied
flats.

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


STUDY GROUP: Moody's Affirms B3 CFR & Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed EDU UK Intermediate Limited
(Study Group or the 'company') B3 corporate family rating and
probability of default rating (PDR) of B3-PD and the B3 instrument
rating to the GBP205 million senior secured notes issued by EDU UK
BondCo PLC.  Concurrently, the outlook on the ratings has been
changed to negative from stable.

RATINGS RATIONALE

"The change in outlook from stable to negative has been triggered
by Study Group's weak cash flow metrics as a result of the debt
financed acquisition of Endeavour Learning Group (ELG) in April
2015, the delay in receipts for government sponsored Australian
courses, and a tight maintenance covenant to be addressed before
summer 2016", says Pieter Rommens, a Moody's Vice-President and
senior analyst for Study Group.

In addition, Study Group's B3 corporate family rating CFR
primarily reflects the company's (1) high Moody's adjusted
expected leverage of 6.1x at the end of 2015, (2) weaker trading
in Embassy and Bellerbys divisions, (3) exposure to foreign
exchange rate headwinds and (4) strong reliance on sourcing
students from emerging markets and specifically Asia.

More positively, the rating reflects (1) Study Group's wide
network of educational institution alliances, (2) the positive
enrolment trends at the group level for with the number of student
enrolments up 19% in the first nine months of 2015, compared the
same period last year, (3) the solid current trading revenue
growth, offset by a decrease in EBITDA margin supporting
investments in future growth initiatives, (4) the stable drivers
of industry demand, with an English language university education
holding value for Study Group's fairly affluent students from
Asia.

Moody's considers Study Group's current liquidity profile as weak.
Following the ELG acquisition, the company's Revolving Credit
Facility (RCF) is partly drawn leaving limited alternative
liquidity other than the cash available.  Although the company
benefits from negative working capital cycle with fees for
services prefunded by students and relatively low capital
expenditure needs of around GBP10 million per year, the
uncertainty over timing of the Australian VET fee payments and the
debt funded acquisition of ELG has resulted in a weaker liquidity
position.

In addition, the RCF benefits from a net leverage financial
maintenance covenant, for which the target ratio drops in
consecutive steps from 5.1x at the end of 2015, to 4.55x at the
end of June 2016 and further to 4.05x at the end of September
2016.  Although the short term shareholder loan is not included
for the calculation of the covenant test and we expect the company
to meet its December 2015 covenant test, it is now highly likely
that the company will breach its covenants in June 2016.  During
its third quarter investor call, the company confirmed it is
seeking a discussion on a possible covenant reset.  Moody's
expects the company will be able to reset its covenant in a timely
manner to provide adequate headroom.

A failure to agree on a covenant reset in the next few months
would result in negative pressure on the ratings.

Rating Outlook

The negative outlook reflects the company's weak liquidity
position combined with the possibility of a covenant breach by
June 2016.

What Could Change the Rating -- Up

The company is currently weakly positioned in the B3 rating
category.  Moody's would consider stabilizing the rating outlook,
if Study Group's agrees to a covenant reset with its RCF lenders
in, improves its tight liquidity profile and improves performance
so that adjusted debt/EBITDA moves towards 5.5x.

Although not foreseen in the near term, Moody's would consider
upgrading the rating if adjusted debt/EBITDA falls below 5.0x on a
sustainable basis and adjusted (EBITDA-capex)/interest expense
moves comfortably above 1.5x.

What Could Change the Rating -- Down

The rating would be negatively affected if Study Group's adjusted
debt/EBITDA were to remain above 6.0x or adjusted (EBITDA-
capex)/interest expense does not remain above 1.2x.  Moody's could
also downgrade the ratings if Study Group is unable to maintain
adequate liquidity.

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


TATA STEEL: Nears Deal to Offload Scunthorpe Steel Plant
--------------------------------------------------------
Ben Marlow and Alan Tovey at The Daily Telegraph report that Tata
is closing in on a deal to offload its historic Scunthorpe steel
plant and several smaller sites across the country to a big
turnaround investor, in a move that is expected to secure
thousands of British jobs.

Several funds that specialize in trying to rescue troubled
companies are battling it out to buy Tata's so-called long
products arm, of which the giant 150-year-old Scunthorpe plant in
Lincolnshire is at the heart, The Daily Telegraph discloses.

Britain's steel crisis intensified last month after Tata Steel's
European boss warned that the Scunthorpe plant had "no future" in
its empire, The Daily Telegraph notes.

However, it is understood that the Indian goliath could agree a
deal as early as this week after receiving formal bids from three
parties, The Daily Telegraph states.

According to The Daily Telegraph, leading the pack are two of
Britain's biggest turnaround investors: Greybull, the financiers
who made their name last year after swooping to the rescue of
Monarch, the struggling airline; and Endless, best known for
reviving the fortunes of Crown Paints.  A third bid has come from
a mystery American private-equity house, The Daily Telegraph
relays.

Discussions have centered on the sale of Tata's long-products
division, where the Indian steelmaker recently announced 1,200 job
losses as part of a restructuring, The Daily Telegraph relates.

The business, which will have around 5,000 staff after the
redundancies, produces parts that are used in construction and
heavy industry, The Daily Telegraph states.

It has struggled to compete in the global steel market, where
prices are depressed by China's state-backed steel mills dumping
overcapacity, and has long been considered non-core to Tata's
sprawling global empire, The Daily Telegraph discloses.  It is
estimated that hundreds of millions of pounds will be needed to
revive the business, The Daily Telegraph notes.

According to The Daily Telegraph, if the Indians fail to find a
buyer, industry sources believe they will be forced to close the
operations and sell assets piecemeal.  It is understood Tata has
also asked the Government for support to enable it to keep the
business going, The Daily Telegraph relays.  However, state aid is
thought to be unlikely as the Government refused to bail out SSI's
Redcar steel plant, The Daily Telegraph says.

Tata's British plants are hampered by high labor and power costs,
The Daily Telegraph says.  Energy prices in the UK are some of the
highest in Europe, and are pushed up by green levies, The Daily
Telegraph notes.

As reported by the Troubled Company Reporter-Europe on Oct. 1,
2015, The Financial Times related Tata Steel UK's assets are now
worth less than its liabilities.  Pre-tax losses more than doubled
to GBP768 million in the year to the end of March, the FT
disclosed.  This was partly due to restructuring and impairment
costs of GBP314 million, and the company could book more this year
after cutting 1,000 workers since July, the FT noted.

Tata Steel is the UK's biggest steel company.


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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