TCREUR_Public/151210.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, December 10, 2015, Vol. 16, No. 244

                            Headlines

A R M E N I A

VTB BANK: Moody's Affirms 'Ba3' LT Local Currency Deposit Rating


B U L G A R I A

NATSIONALNA ELEKTRICHESKA: S&P Affirms 'B' CCR, Outlook Negative


F R A N C E

DARTY PLC: S&P Revises Outlook to Developing & Affirms 'BB-' CCR
* FRANCE: Pressured Finances of RLGs Drive Negative 2016 Outlook


G E O R G I A

GEORGIAN WATER: Fitch Assigns 'BB-' LT Issuer Default Ratings


G E R M A N Y

AENOVA HOLDING: S&P Revises Outlook to Stable & Affirms 'B' CCR
PROGROUP AG: S&P Affirms 'B+' CCR, Outlook Stable


N E T H E R L A N D S

CLEAR CHANNEL: S&P Assigns 'B' Rating to Proposed $225MM Notes
CNH INDUSTRIAL: DBRS Confirms 'BB(high)' Issuer Rating
GOODYEAR DUNLOP: S&P Rates New EUR250MM Sr. Unsecured Notes 'BB'
GOODYEAR DUNLOP: Fitch Assigns 'BB/RR2' Rating to EUR250MM Notes
ING BANK: Moody's Changes Outlook to Stable on Ba2 Deposit Rating


R U S S I A

AHML INSURANCE: Moody's Affirms Ba2 IFS Rating, Outlook Stable
GLOBAL PORTS: Fitch Assigns 'BB' Long-Term Issuer Default Ratings
MOSCOW MORTGAGE: Moody's Changes Outlook to Stable on Ba3 Rating
SBERBANK: Moody's Affirms Ba2 Long-Term Bank Deposit Rating
SOVCOMFLOT PAO: Moody's Changes Outlook to Stable on Ba2 CFR


S E R B I A

IKARBUS: Files for Pre-Bankruptcy Proceedings


S P A I N

ABENGOA SA: ISDA Says Creditor Protection Triggers Swap Payouts
ABENGOA SA: DBRS Says Spanish Banks' Exposure Manageable
FONCAIXA PYMES 5: DBRS Discontinues B(low) Series B Debt Rating
PYMES BANESTO 3: DBRS Cuts Rating on Series C Notes to D(sf)
PYMES SANTANDER 10: DBRS Confirms C(sf) Rating on Series C Notes

PYMES SANTANDER 12: DBRS Assigns C(sf) Rating to Series C Notes
IM GBP MBS 3: DBRS Assigns C(sf) Rating to Series B Notes


U N I T E D   K I N G D O M

EUROSAIL-UK: Fitch Affirms 'Bsf' Rating on Class C1a Debt
FAIRLINE BOATS: 381 Jobs Axed Following Administration
FIFA: Must Go Into Administration to Restore Integrity
FINDEL: Investors Fear Mike Ashley is Plotting Company Closure
IDEX: OHM UK Seeks Investor Following Liquidation

MULCAIR: In Administration, 50 Jobs Affected
ODEON & UCI: Moody's Affirms B3 CFR & Changes Outlook to Stable


                            *********


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A R M E N I A
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VTB BANK: Moody's Affirms 'Ba3' LT Local Currency Deposit Rating
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Moody's Investors Service has affirmed VTB Bank (Armenia)'s long-
term local currency deposit rating of Ba3 and the long-term
foreign currency deposit rating of B1, as well as the bank's
short-term local and foreign currency deposit ratings of Not-
Prime.  At the same time, the raging agency affirmed the bank's
adjusted Baseline Credit Assessment of ba3, long-term Counterparty
Risk Assessment (CRA) of Ba2(cr) and short-term Counterparty Risk
Assessment (CRA) of Not-Prime(cr).  Moody's downgraded the bank's
Baseline Credit Assessment (BCA) to b2 from b1.  All long term
ratings carry a negative outlook.

RATINGS RATIONALE

Moody's downgrade of VTB Bank (Armenia)'s BCA to b2 from b1 is
driven by: (1) the high, and increasing, share of non-performing
assets in the bank's loan book that -- in Moody's opinion - are
insufficiently covered by provisions; (2) the loss-making nature
of its operations; and (3) dependence on capital injections from
its core shareholder -- VTB Bank (Ba1/negative, b1).  At the same
time, the rating agency's affirmation of the bank's local currency
deposit ratings of Ba3 incorporates its assumptions of a high
probability of parental support from VTB Bank, resulting in a two-
notch uplift from the bank's BCA of b2.  The bank's foreign
currency deposit rating of B1 is constrained by Armenia's
country's ceiling for foreign currency deposits.

As of Oct. 1, 2015, VTB Bank (Armenia)'s non-performing loans --
defined as overdue over 90 days -- accounted for a high 15.5% of
the total gross loan book (in accordance with unaudited local GAAP
accounts) and were only 41% covered by loan loss provisions.
However, negative credit conditions in Armenia -- characterized by
sluggish economic growth and challenges for local currency
stability -- exerts pressure both on the quality of performing
loan book and the recovery of the problem portfolio.  The rating
agency therefore anticipates further provisioning to be required
in next 12-18 months.  At the same time, the bank's profitability
was already eroded by a squeeze in net interest margins and
already-high credit costs.

Rapid increase of funding costs, with interest expenses at 7.1% of
average interest bearing liabilities in January-September 2015 (up
from 6.1% in 2014) and a drop in interest generating assets (with
the loan book contacting by close to 20% over the same period and
liquid assets growth driven by change in regulatory requirements
for minimum reserves with the Central bank of Armenia) resulted in
a sharp decline of VTB Bank (Armenia)'s net interest margin to
4.6% in Q1-Q3 2015 (down from 6.4% in 2014).  As a result, the
bank's operating revenues contracted by 24% and were not
sufficient to cover operating expenses, and credit costs accounted
for 2.9% of the average loan book in January-September 2015.
Tight liquidity controls and high competition for local deposits
are unlikely to ease pressure on the bank's recurring revenues in
remaining 2015 and 2016.  The rating agency does not therefore
expect the bank's profitability metrics to recover soon.

Nevertheless, VTB Bank has been supportive to its Armenian
subsidiary.  In October 2015, VTB Bank Armenia received a ADM17
billion Tier 1 capital injection, which, in Moody's view, provides
an adequate safety cushion against potential losses.  A track
record of ongoing capital and liquidity support as well as the
high integration of VTB Bank (Armenia) to the group, supports
Moody's view of the high probability of parental support in case
of need.  This results in a two-notch uplift of the bank's local
currency deposit rating of Ba2 from its stand-alone BCA of b2.

WHAT COULD MOVE THE RATINGS UP/DOWN

Moody's considers that upward pressure on the long-term ratings of
VTB Bank (Armenia) is unlikely given the negative outlook attached
to the ratings due to a combination of negative pressure both on
the parent bank's ratings and its stand-alone credit fundamentals.
The supported ratings of the bank would be negatively affected if
the ratings of VTB Bank were downgraded.

The bank's standalone credit BCA could come under pressure in the
event of any further significant deterioration in its asset
quality, profitability and stable-to-date liquidity profile amid
the challenging domestic operating environment and/or the bank's
specific issues.



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B U L G A R I A
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NATSIONALNA ELEKTRICHESKA: S&P Affirms 'B' CCR, Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Bulgarian electricity utility
Natsionalna Elektricheska Kompania EAD (NEK).  The outlook is
negative.

The affirmation reflects S&P's expectation that there are a number
of approved regulatory reforms which will contain year-end losses
and return NEK to profit in 2016, despite the fact that NEK's
losses have continued unabated in the first half of 2015,
according to management data.  Among the reforms is the decision
to create an electricity system security fund, where generators
will contribute 5% of profits.  S&P understands that the security
fund and the revenues from the auctions for selling CO2 emissions
allowances will be dedicated to cover NEK's costs.

A key risk is that NEK's parent, Bulgarian Energy Holding (BEH),
could struggle to arrange much-needed financing without a state
guarantee.  BEH is now in direct negotiation with banks after
failing to secure sufficient offers for its tender offer for a
EUR650 million loan.  This was due to the banks' preference for a
state guarantee -- something the Bulgarian government has refused
to provide.  S&P believes that securing the loan will lead to a
more sustainable reduction in costs in the Bulgarian electricity
sector because the loan proceeds will repay NEK's legacy payables
to two thermal power plants -- a precondition for lowering prices
under long-term purchase power agreements.

This raises concerns about potential extraordinary state support
and the credit strength of BEH, which has suffered losses on the
back of NEK's weak financial position. BEH posted a net aftertax
loss of Bulgarian lev (BGN) 216 million (about EUR108 million) in
2014, despite being able to offset half of NEK's aftertax loss of
BGN589 million (about EUR295 million) with profits from its other
segments (electricity transmission and generation, mining and
natural gas transmission, and supply).  Altogether, S&P forecasts
that the additional amounts in 2016 will be sufficient to maintain
BEH's financial metrics at current levels, even if it needs to
serve an additional EUR650 million loan.

S&P maintains its assessment of BEH's unsupported (stand-alone)
group credit profile (GCP) at 'b' due to S&P's forecast of flat
credit metrics.  S&P expects that BEH will be able to meet its
interest coverage covenant on its existing bond.  The assessment
reflects the group's lower financial flexibility, lower cash
cushion, S&P's view of its weak management and governance, and its
sizable contingent risks.  At the same time, S&P revised its
assessment of the likelihood of extraordinary state support to
moderate from moderately high.  This recognizes the government's
refusal to provide a state guarantee for the specific loan,
partially balanced by other evidence of the government's support,
such as the approved dividend waiver for 2016-2018 and the active
role of the government in enacting legal and regulatory changes.
Overall, S&P's assessment of BEH's GCP of 'b+' remains unchanged.

NEK is vulnerable to a systemic payment crisis stemming from
mounting overdue payables in the power sector.  S&P thinks NEK's
financial position remains unsustainable in the long term and its
stand-alone capacity to meet its financial obligations mainly
depends on significant and favorable changes in regulatory
conditions.  However, NEK may not default on its thin external
debt obligations within 12 months thanks to S&P's anticipation of
timely financial support from BEH.  Therefore, S&P continues to
regard NEK as a strategically important subsidiary of BEH.  S&P
consequently factors two notches of uplift from the SACP of 'ccc+'
into the rating on NEK, which is capped one notch below the GCP.

The negative outlook reflects the likelihood that S&P could
downgrade NEK in the short term, based on S&P's view that the
company remains highly vulnerable and that BEH's ability to
support NEK could weaken further before any of the government's
energy reforms fully materialize.

S&P may lower the rating on NEK if BEH is unable to raise a new
loan without state guarantees, which could signal a deteriorating
perception in the capital markets.  Furthermore, S&P could lower
the rating if NEK does not return to profit in 2016 on the back of
the introduced reforms.

S&P may also lower the rating on NEK if it continues to accumulate
power tariff deficits or mounting overdue payables threaten a
collapse of the Bulgarian energy sector.  This might lead to
deterioration in BEH's ability or willingness to support a
weakened NEK, if the latter is not offset, directly or indirectly,
by stronger government support.

S&P could revise the outlook to stable if the reforms rapidly
address the structural flaws in the Bulgarian power system and
restore its economic balance in a way that enables a quick but
structural turnaround in NEK's earnings, liquidity, and credit
metrics.

S& could take a positive rating action on NEK if S&P believes that
the government's willingness and ability to provide extraordinary
support, either directly or indirectly through BEH, has
strengthened.



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F R A N C E
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DARTY PLC: S&P Revises Outlook to Developing & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on French
electronics retailer Darty PLC to developing from negative.  At
the same time, S&P affirmed its 'BB-' long-term corporate credit
rating on the company.

S&P also affirmed its 'BB-' issue rating on Darty's senior
unsecured revolving credit facility (RCF) due 2019 and senior
unsecured notes due 2021.  The recovery rating of '3' on these
notes remains unchanged, indicating S&P's expectation of modest
recovery in the higher half of the 50%-70% range in the event of a
payment default.

The outlook change follows the announcement that French
electronics retailer Darty and France-based editorial products and
consumer electronics retailer Fnac have agreed on the terms of an
offer to be made by Fnac to buy Darty's entire share capital.
Under the terms, Darty shareholders will receive one Fnac share
for every 37 Darty shares, which values Darty's capital at
approximately GBP558 million based on its share price on Nov. 19,
2015.  Alternatively, Fnac's offer could also include a partial
cash payment of up to a maximum of about GBP67 million.  The
proposed acquisition is subject to approval of the competition
authorities and shareholders, and is not likely to close before
mid-2016.

In S&P's view, the transaction could strengthen Darty's weak
business risk profile.  The combined entity would be twice the
size of Darty in terms of sales, with a leading competitive
position in the French electronics and editorial goods retail
market and an enhanced omnichannel offering.  However, S&P lacks
information on the possible need for asset disposals due to
antitrust requirements.

The combined group's financial risk profile could also be stronger
than Darty's.  Fnac has received commitments from relationship
banks for a new EUR400 million RCF and EUR465 million bridge loan,
the proceeds of which it could use to finance the cash portion of
the offer and to refinance the combined group's existing debt,
including Darty's EUR250 million senior unsecured notes.  If the
total amount of the bridge loan is drawn, the combined group's
Standard & Poor's-adjusted debt to EBITDA would be about 2.6x, or
2.2x including EUR85 million of potential run-rate synergies.
This compares with adjusted debt to EBITDA of about 3x for Darty
at the end of fiscal 2015 (year ended April 30, 2015).

Still, S&P continues to consider that there is little headroom
under its current rating on Darty to absorb ongoing weak cash flow
generation or any pronounced weakening of its operating
performance, on a stand-alone basis.

In the current context of subdued consumer spending and underlying
pressure on Darty's margin, S&P thinks that its stand-alone
operating performance will not rebound significantly over the next
12 months.  S&P also factors in Darty's operating challenges in
the Netherlands following its implementation of a new warehouse
system.  S&P expects that Darty's adjusted debt to EBITDA will
remain close to 3x in fiscal years 2016 and 2017, with funds from
operations (FFO) to debt at about 25%, levels that S&P considers
to be commensurate with a significant financial risk profile.  S&P
has therefore revised its assessment of Darty's financial risk
profile to significant from intermediate.

Consequently, S&P has removed its one-notch downward adjustment
for its comparable ratings analysis of Darty, which reflected that
Darty's financial risk profile was at the weak-end of S&P's
intermediate category.

On the positive side, S&P acknowledges that Darty's management is
taking initiatives to reduce working capital requirements and
improve free operating cash flow (FOCF) generation.  In the first
quarter of fiscal 2016, the group delivered a EUR65 million year-
on-year reduction in net debt, with an objective to reduce average
net debt by about EUR50 million over the fiscal year.

In S&P's base case for Darty, S&P assumes:

   -- 1%-1.5% revenue growth on a like-for-like basis, primarily
      owing to moderately positive consumer spending.

   -- A low-single-digit increase in reported revenues over the
      next 12 months, owing to the development of franchises and
      the progressive recovery from the disruption created by the
      implementation of new warehouse systems at BCC in the
      Netherlands.

   -- A stable adjusted EBITDA margin, based on S&P's forecast
      that a favorable product mix and management's cost control
      initiatives will broadly offset competitive pressure on the
      gross margin and the dilutive impact of franchises.  S&P
      also expects Mistergooddeal.com to approach breakeven in
      fiscal 2016.

   -- A working capital inflow of about EUR50 million in fiscal
      2016, following management's initiatives to normalize
      payment terms, and slightly positive working capital
      variation in fiscal 2017.  Stable capital expenditures of
      about EUR50 million per year.

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

   -- A stable adjusted FFO-to-debt ratio at about 25% in fiscals
      2016 and 2017.

   -- A stable adjusted debt-to-EBITDA ratio at about 3x in the
      same years.

   -- Reported FOCF exceeding EUR50 million in fiscal 2016 and in
      the EUR40 million-EUR50 million range in fiscal 2017.

The developing outlook reflects that S&P could lower, affirm, or
raise the ratings on Darty.  On the one hand, S&P factors in its
view that Fnac's possible acquisition of Darty could moderately
strengthen its business risk and financial risk profiles,
resulting in potential rating upside.  On the other, S&P could
consider a negative rating action if the acquisition doesn't close
and Darty's FOCF doesn't markedly improve as S&P currently
expects.

S&P could raise the ratings if Fnac acquires Darty and S&P
considers that the integration of the two businesses is
successful, with a strengthened combined capital structure and
significantly positive FOCF.  S&P's assessment would involve a
clear view on the extent to which Fnac intends to integrate Darty,
and the possible requirements for disposals from the regulatory
authorities.

S&P could lower the ratings if Darty's FOCF generation remains
weak or if S&P sees pronounced deterioration of its stand-alone
operating performance, leading to ratios of adjusted debt to
EBITDA increasing to above 4x and adjusted FFO to debt decreasing
to below 20%.


* FRANCE: Pressured Finances of RLGs Drive Negative 2016 Outlook
----------------------------------------------------------------
Reduced central government grants and sluggish economic growth
drive the 2016 negative outlook for France's regional and local
governments (RLGs), Moody's Public Sector Europe said.

"Cuts in government grants will continue at least until end-2017,
pressuring RLGs' operating balances, while low economic growth
will continue to weigh on their tax proceeds, further squeezing
operating margins", says Nicolas Fintzel, a Moody's Analyst and
author of the report.

"Curbing operating expenses and reducing capital expenditure will
be critical for RLGs to prevent their financing deficits from
widening.  However, we continue to expect their debt stock to
increase at a moderate pace going forward", he adds.

The rating agency forecasts that RLGs' gross operating balance
will fall to 12% of operating revenues in 2016, from 19% in 2006.
Debt issuance will continue to grow as a result, as French RLGs
seek to cover their estimated annual financing requirement of
EUR18-20 billion.  Despite the extensive availability of diverse
funding sources (e.g. public sector lenders, commercial banks and
capital markets), the low interest rate environment will
increasingly support debt issuance in the medium term, says
Moody's.

Regions will continue to drive RLG sector debt growth, reflecting
their limited operating flexibility and lower willingness to scale
back capital expenditure.  Meanwhile, Moody's expects debt
increases for municipalities and departments to be marginal.



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G E O R G I A
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GEORGIAN WATER: Fitch Assigns 'BB-' LT Issuer Default Ratings
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Fitch Ratings has assigned Georgian Water and Power LLC's (GWP)
Long-term foreign and local currency Issuer Default Ratings (IDRs)
of 'BB-'. The Outlook is Stable. Fitch also assigned GWP foreign
and local currency senior unsecured ratings of 'BB-'.

The 'BB-' ratings reflect the company's natural monopoly position
in Tblisi's water supply and sanitation sector. The ratings are
supported by low sector risk, solid profitability, low leverage
and good receivables collection rates. These positives are offset
by regulatory uncertainty and lack of tariff increases, heavily
worn-out water infrastructure causing around 50% water losses and
a risk of related-party transactions.

KEY RATING DRIVERS

Natural Monopoly in Georgia's Capital City

The company's business profile benefits from its natural monopoly
position in Georgia's growing capital city. GWP is the only
supplier of water and waste water treatment services in Tbilisi.
It owns and operates an about 2,700km water supply network and
about 1,700km of waste water pipelines. The company has 45 pumping
stations, 84 service reservoirs with total capacity of 320,000
cubic meters and two water treatment plants. We view outright
ownership of the infrastructure, rather than a lease or a
concession, as credit positive.

Profitability Aided by Hydro Power Generation

GWP's involvement in low-cost hydro power generation boosts the
company's profitability. The company's EBITDA margin in the water
supply and sanitation business is around 40%, below the European
average. This is due to relatively low tariffs and high water
losses. However, including electricity generation, GWP's
profitability is 48%, which is closer to the European peer
average. The involvement in hydro power also provides some revenue
diversification.

The company operates hydro power plants with combined installed
capacity of 145MW. Average annual production varies between 380GWh
and 560GWh, depending on rainfall during the year. Average annual
own electricity consumption varies between 270GWh and 300GWh,
which means GWP is self-sufficient in power for water
transportation and it benefits from additional revenue from third-
party electricity sales. As hydro power has minimal input costs,
profitability in this segment is particularly high.

Evolving Regulatory Framework

There is no clearly established regulatory framework or elaborate
tariff methodology for water and sanitation service providers in
Georgia. Privately owned GWP is subject to tariffs based on the
principle of total expenditures, which was adopted in 2008 and
implies a certain profit margin. The current tariff-setting
methodology provides low visibility on potential tariff increases.

A new regulatory framework and new tariff-setting methodology are
under consultation. The regulator, Georgian National Energy and
Water Supply Regulatory Commission (GNERC), plans to implement a
similar price-setting methodology to that of the electricity
market, ie a combination of the regulated asset base and cost-plus
approach. We expect GNERC to finalize the new methodology by end-
2016.

The company's water and sanitation tariffs were last increased in
2010, in line with the tariff ceiling in the sale and purchase
agreement (SPA) signed between the parent, Georgian Global Utility
(GGU), and the state in 2008. Although the SPA assumes a
possibility of further tariff increases in 2015, GNERC kept
tariffs at the same level. Negotiations for a mutually acceptable
agreement are being held between GWP, the Georgian government and
GNERC. Medium-term regulatory uncertainty and lack of tariff
increases are key limiting factors for GWP's rating.

Worn-Out Infrastructure

The Georgian water pipeline infrastructure is heavily depreciated
due to legacy underinvestment. In some areas of the country, the
network's technical conditions are unsatisfactory, which leads to
leaks and frequent accidents. The poor condition of infrastructure
is the main reason for leaks, causing on average 50% water loss.
Worn-out infrastructure is not only costly to maintain, but is
also causing accidents and grid disruptions. High water losses are
negative for the company's financial profile. A failure to reduce
the level of losses, combined with lack of tariff increases could
lead to steady margin erosion in the medium term.

The company plans heavy capital expenditure and rehabilitation
works to reduce losses in the medium term. GWP is developing a
program to prioritize infrastructure replacement in the areas
where it would yield the highest economic benefit.

Good Receivables Collection Rates

The Georgian water utility sector has historically had low
receivables collection rates because residential customers cannot
be disconnected from water infrastructure for non-payment. GWP's
collection rate improved significantly in 2011 because the
authorities allowed disconnection of non-paying water customers
from Tbilisi's electricity network. Electricity suppliers receive
a monetary compensation from GWP for this service. Collection
rates from residential water customers improved to 89% in 2011
from 61% in 2010. GWP's overall collection rate is currently
around 96%, which the company believes could be further increased.

Low Leverage, Modest FX Exposure

Fitch expects the company's FFO-adjusted net leverage (excluding
connection fees) to be around 1.6x on average in 2015-2018. The
leverage depends on the dividend payout and the scale of the
investment program, which could be opportunistically increased
given the company's private ownership. Financial covenants in the
bank loan agreements restrict net debt/EBITDA to 2.5x.

In 2015, GWP made significant progress in de-dollarizing its debt.
At end-September 2015 around GEL18.2m or 22% of debt was US
dollar-denominated, which the company plans to reduce to zero by
early 2016. In addition, around 10% of GWP's operating expenses
and 30%-40% of capex (equivalent to GEL9 million-GEL12 million) is
either US dollar denominated or pegged to the dollar, while all
revenues are denominated in Georgian lari. The overall exposure is
manageable and compares favourably with other CIS corporates.
Relatively low leverage and modest exposure to foreign exchange
risks are positive for the rating.

Part of a Larger Group

GWP is a 100%-owned subsidiary of the GGU group, ultimately
controlled by a Russian individual, Andrey Rappoport. Around 90%
of GGU's revenue and 100% of EBITDA is generated at GWP, with 84%
of borrowings raised at GWP level. Other material subsidiaries of
GGU include Rustavi Water Company and Mtskheta Water Company,
which have historically benefited from GWP's intercompany loans.
GNERC and tax authorities monitor transactions with affiliates to
ensure they are conducted at arm's length.

Although we understand that GGU plans to fund each of its
subsidiaries on a standalone basis, there is no ring-fencing in
the group restricting the provision of intercompany lending. It
would be negative for the ratings if GWP continued to deploy a
significant part of its cash in lending to weaker sister
companies.

There is limited visibility on intercompany transactions within
GGU due to lack of audited accounts. However, we expect visibility
to improve in 2016, when the first set of group audited accounts
is planned to be issued.

Private Ownership Exposes to Political Risks

GGU is the only privately owned water utility in Georgia. It
serves around 32% of the country's urban population, with GWP
serving around 26%. All other water supply and sewerage assets in
Georgia are state owned and subsidized. The long-term sector
development plan is being developed by the state to encourage
affordable infrastructure investment. If a universal solution is
established, a privately-run company may be disadvantaged, as
indicated by the disagreement about 2015 tariff increases. Being
the only private player in the sector controlled by the government
increases exposure to political risks, especially at a time when
the industry is expecting significant changes.

Private Equity Involvement Credit Positive

In December 2014, Bank of Georgia Holdings PLC acquired a 25%
stake in GGU via a leveraged buyout. As a result, GWP's leverage
rose to 1.4x net debt/EBITDA at end-2014 from 0.1x net debt/EBITDA
at end-2013. Bank of Georgia acts as a private equity investor,
aiming to increase GGU's value and exit via an IPO in the medium
term.

Fitch expects private equity involvement to have a positive impact
on the company's revenue, profitability and investment profile in
the medium term. The shareholders changed the whole GWP senior
management team after the acquisition. The new management team is
working on initiatives to increase efficiencies, including
reduction of non-revenue water and water losses, collection rate
improvement, maximization of third-party electricity sales and
prioritizing investment projects with the highest return rates.
Although the acquisition has led to an increase in debt, the
company's leverage is still modest relative to its European peers.

KEY ASSUMPTIONS

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

-- 2.7% average growth in the annual water consumption of
    commercial customers in 2015-2018, in line with GDP growth

-- Stable population in Tbilisi over the forecast period

-- Zero water tariff increases for commercial and residential
    customers in 2015-2018

-- Water losses dropping from 51.5% in 2014 to 44.0% in 2018

-- Modest pace of further water metering roll-out, to 30%
    metered residential customers by end-2018 from 21% at end-
    2014

-- Annual cost of water and electricity production growing at
    10% and 14% CAGRs, respectively

-- Average annual capital expenditures (net of customer
    connection
    fees) of GEL31 million over 2015-2018

-- Average weighted cost of debt at 10%-12%

-- 30% dividend pay-out

RATING SENSITIVITIES

Positive: Positive rating action is not anticipated in the near
future. However, these developments may, individually or
collectively, lead to positive rating action:

-- Approval of a long-term tariff-setting methodology, with
    tariff increases sufficient to cover operating costs and
    incentivize infrastructure investment.

-- Significant improvement in asset quality and the amount of
    network losses.

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

-- An increase in FFO net adjusted leverage (excluding
    connection fees) towards 3.0x (under existing tariff-setting
    mechanism) as a result of high capital expenditures or
    dividend distributions.

-- A sustained reduction in profitability and cash generation
    through a worsening operating performance, long-term lack of
    tariff increases, failure to reduce water losses or
    deterioration in cash collection rates.

-- The senior unsecured rating could be notched down if the
    amount of priority debt, ranking ahead of the senior
    unsecured debt, increases towards 2.0x EBITDA.

LIQUIDITY

At September 30, 2015, GWP had short-term debt of GEL11.7 million
against cash and cash equivalents of GEL6.7 million and Fitch's
projected operating cash flow of GEL35.4 million. We expect
capital expenditure for the next 12 months to be around GEL24.5
million. The company does not have any available committed credit
facilities, and its liquidity profile is reliant on internal cash
generation. The significant flexibility GWP has in relation to its
investment program means we assess the company's liquidity profile
as adequate.

Most of GWP's debt is secured on the shares of its parent, GGU,
which affords creditors some control in a potential insolvency.
The recently placed local currency bonds are unsecured, and
therefore, have less creditor protection than the rest of the
debt. Fitch does not notch unsecured debt ratings down from the
IDR as the amount of priority debt does not exceed Fitch's
threshold of 2.0x EBITDA. Should the amount of prior ranking debt
exceed 2.0x EBITDA, we could apply downward notching to senior
unsecured ratings.



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


AENOVA HOLDING: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Germany-based contract development and manufacturing
company Aenova Holding GmbH to stable from positive.  At the same
time, S&P affirmed its 'B' long-term corporate credit rating on
Aenova.

S&P also affirmed its 'B' issue ratings on Aenova's EUR500 million
first-lien senior secured debt and EUR50 million revolving credit
facilities.  The recovery rating of '4' indicates S&P's
expectation of average recovery in the higher half of the 30%-50%
range in the event of a default.

Finally, S&P affirmed its 'CCC+' issue rating on Aenova's EUR139
million second-lien facility.  The recovery rating of '6'
indicates S&P's expectation of negligible recovery (0%-10%) in the
event of a default.

The outlook revision reflects S&P's view that Aenova's debt-
protection metrics are not likely to improve as much as S&P
previously anticipated over the next three years, as the company
faces materially higher costs.  Most of these relate to staff
expenses, operating costs stemming from the restructuring of
various sites (Miami, Lyon, and Munich), and costs incurred during
integration projects undertaken after the acquisitions of Haupt
Pharma Group and Temmler Group.

S&P understands that the new senior management team that was
appointed in the second half of this year has shifted corporate
strategy toward a lean manufacturing program to restore
profitability measures.  Optimization projects may include
reducing overhead, synchronizing information technology systems,
selling noncore assets, and increasing efficiency by raising site
utilization rates.

S&P considers that the company's fair business risk is now less
constrained by size limitations than previously.  Geographically,
Aenova is well-diversified and has a significant international
presence outside Germany, such as in the U.S. The Haupt
acquisition is also likely to help Aenova gain additional
international customers.

In S&P's view, these positives are partly offset by Aenova's
diluted EBITDA margins in the wake of the acquisitions and the
ensuing negative volatility.  S&P expects Standard & Poor's-
adjusted EBITDA margins of about 12%-13% in 2016 and 2017, as
Aenova works to further integrate Temmler and Haupt, and a lower
margin of about 10% excluding these acquisitions.

"We assess Aenova's financial risk profile as "highly leveraged,"
reflecting a debt-to-EBITDA ratio of about 11x at the end of 2015.
We expect this ratio to decrease gradually as EBITDA increases.
Our adjusted debt calculation for 2015 includes financial debt of
EUR639 million under the capital structure, consisting of a first-
lien term loan of EUR500 million and a second-lien term loan of
EUR139 million.  We also include operating-lease-adjusted debt of
about EUR40 million, pension and other postretirement debt of
about EUR50 million, and a EUR184 million shareholder loan
(including accrued interest) by the end of 2015," S&P said.

For 2015, S&P expects the company to generate slightly positive
free operating cash flow (FOCF).  In 2016, S&P forecasts FOCF of
about EUR20 million as S&P assumes the cost-cutting measures will
start to show results and there will be a EUR10 million planned
inventory reduction.

S&P's base case assumes:

   -- The global pharmaceutical industry will expand by 3%-5% per
      year;

   -- A relatively minimal impact from global macroeconomic
      cycles;

   -- Zero top-line growth in 2015 due to the Miami site closure
      and top-line growth of 2%-4% in 2016 and 2017, as the
      company is not expected to carry out further acquisitions;

   -- Adjusted EBITDA margin to increase to 12.2% in 2016 and to
      12.6% in 2017, reflecting cost-cutting measures and
      synergies; and

   -- A EUR10 million working capital release in 2016.

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

   -- Debt to EBITDA of 11.3x at the end of 2015, reducing to
      10x-11x in 2016, on a fully adjusted basis;

   -- EBITDA cash interest coverage of 2.3x in 2015 and 2.4x in
      2016; and

   -- FOCF of about EUR3 million in 2015 and EUR20 million in
      2016.

S&P assesses Aenova's liquidity profile as adequate.  S&P
forecasts that the company's ratio of liquidity sources to uses
will exceed 1.5x over the next 12 months thanks to the absence of
upcoming debt maturities.  Nevertheless, S&P caps its liquidity
assessment at adequate due to the operating risks stemming from
internally generated free cash flows, in line with our assessment
of Aenova's fair business risk profile.

S&P forecasts that Aenova will have the following liquidity
sources over the next 12 months:

   -- Cash and cash equivalents of EUR26 million at the end of
      October 2015;

   -- EUR26 million available under the EUR50 million revolving
      credit facility (RCF); and

   -- Funds from operations of about EUR40 million.

S&P forecasts that Aenova will have the following liquidity uses
over the same period:

   -- Capital expenditure of about EUR30 million; and
   -- Maximum seasonal working capital of about EUR10 million.

The stable outlook reflects S&P's view that the group's core
business will likely see profitability start to grow after the new
management team has adjusted the cost structure and operational
practices to suit the new business strategy.  S&P understands the
new strategy will not focus on acquisitions.  Under S&P's base
case, it expects EBITDA cash interest coverage will remain
comfortably above 2x and FOCF will remain positive.

S&P could lower the rating if it appears likely that Aenova's
profitability measures will deteriorate.  This could happen if the
company cannot reduce staff expenses and restructuring costs, and
cannot successfully integrate the recently acquired businesses.  A
weakening of cash balances and S&P's expectation of negative FOCF
could also trigger a downgrade.

S&P could raise the rating if Aenova demonstrated a track record
of profitable growth.  Strong prospects for longer-term
refinancing and increasing EBITDA and FOCF would also support the
potential for a positive rating action.  In addition, S&P would
expect to see evidence that Aenova had strengthened its
competitive standing in the market through a sustainable contract
structure and through its ability to control its expenses.


PROGROUP AG: S&P Affirms 'B+' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'B+' long-term corporate credit rating on German containerboard
and corrugated board producer Progroup AG and JH-Holding Finance
S.A., a financing subsidiary of Progroup's holding company JH-
Holding GmbH.  The outlook is stable.

At the same time, S&P affirmed the 'B+' issue rating on the EUR400
million senior secured notes borrowed by Progroup AG, consisting
of EUR150 million floating-rate notes and EUR250 million fixed-
rate notes, the latter of which the group is proposing to tap by a
further EUR100 million.  S&P revised downward the recovery rating
on this instrument to '4' from '3', indicating its expectation of
average (30%-50%) recovery prospects in the event of a payment
default.  S&P's recovery expectations are in the higher half of
the 30%-50% range.

S&P also affirmed its 'B-' issue rating on the EUR125 million
payment-in-kind (PIK) toggle notes issued by JH-Holding Finance.
The recovery rating remains '6', reflecting S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

The affirmation follows the announcement that Progroup will
acquire a combined heat and power (CHP) plant based at its mill
site in Eisenhuttenstadt, Germany, for a total consideration of
EUR184 million.  Progroup will fund the acquisition via an
additional EUR100 million tap of its outstanding bond, a new
EUR25 million equivalent loan denominated in Polish zloty, and
cash from its balance sheet.  S&P understands that the integration
of the CHP plant, which is currently owned by German utility EnBW,
will lead to an annual EBITDA improvement of around EUR30 million.
As a result, we expect Progroup's credit metrics to be only
marginally affected by the increased debt-burden by year-end 2016.
In addition, Progroup's performance in 2015 so far has been
stronger than we expected due to a favorable pricing environment
for containerboard and corrugated board.  S&P expects the company
to continue its conservative expansion strategy and therefore
maintain strong cash flow generation, enabling it to deleverage in
the coming years.

S&P's fair assessment of Progroup's business risk profile is
constrained by its position as a relatively small player in the
oversupplied, fragmented, commodity-like, and highly competitive
European paperboard market.  Progroup has a rather high degree of
asset concentration, with an asset base that consists of two
containerboard plants and eight corrugated board plants.  This
makes the group vulnerable to unexpected downtime at one of its
plants, in particular with regard to its containerboard plants.

These weaknesses are partly mitigated by Progroup's differentiated
business model, with its focus on corrugated sheets, as well as
its modern machines, well-invested asset base, and strong cost
position.  These all lead to relatively strong EBITDA generation
through the business cycle.  The group enjoys well-established
customer relationships with small and midsize Central European
corrugated box makers and has very limited customer and supplier
concentration.  S&P also considers that Progroup is well placed to
capture growth in the expanding recycled paperboard market.

S&P's assessment of Progroup's financial risk profile as
aggressive incorporates the group's relatively high leverage on a
consolidated basis.  S&P forecasts funds from operations (FFO) to
debt of about 15% and debt to EBITDA of 4.5x at year-end 2015.
These levels are at the weaker end of the ranges for S&P's
aggressive financial risk category, and S&P therefore applies a
one-notch negative adjustment to the 'bb-' anchor to arrive at the
'B+' rating.

S&P's base case assumes:

   -- GDP growth in the eurozone of about 1.5% in 2015 and 1.8%
      in 2016.

   -- Sales to increase by 4%-5% in 2015 and 2016 as a result of
      capacity expansion in corrugated board.

   -- EBITDA margins to improve to about 20%-21% in 2016,
      bolstered by the integration of the CHP plant and despite
      some pricing pressure due to oversupply conditions in the
      corrugated board market and possible difficulties in
      passing on any increase in raw material prices to
      customers.

   -- Carefully managed capital expenditures of about
      EUR24 million in 2015 and EUR40 million in 2016, expected
      to significantly decline thereafter.

   -- Limited dividends in line with the group's financial policy
      to lower leverage.

   -- No mergers or acquisitions, although S&P acknowledges that
      the company could act on its option to purchase a power
      plant close to one of its containerboard mills.  S&P
      understands this would markedly benefit earnings and
      operational cash flow, and therefore S&P expects the impact
      on credit metrics to be limited should the company go
      ahead.

Based on these assumptions, S&P arrives at these credit measures
in 2015-2016:

   -- FFO to debt of 15%-16%.
   -- Debt to EBITDA of about 4.5x.
   -- FFO cash interest coverage of 3.5x-4.0x.

The stable outlook reflects S&P's expectation that Progroup's
profitability could weaken slightly in the coming years due to
price pressure, but that the group's strong cash flow generation
will prevent credit metrics from deteriorating significantly.  S&P
expects the group will maintain a cautious approach to expansion
and remain focused on its well-established relations with its
small and midsize customer base.  For the current long-term
rating, S&P expects the group will maintain FFO to debt of at
least 12% and debt to EBITDA of below 5x, while maintaining
positive cash flow generation after investments and a cautious
dividend policy.

S&P could consider an upgrade if credit metrics outperformed its
current base case, such as FFO to debt consistently above 16% and
debt to EBITDA below 4.5x.  Any ratings upside could only follow
Progroup demonstrating a continued cautious financial policy and
stable operational performance.

Pressure on the rating could arise as a result of declining
economic conditions in Europe, which would exacerbate overcapacity
in the market and put pressure on Progroup's pricing.  This in
turn would weaken the company's credit metrics.  S&P could lower
the rating if FFO to debt deteriorated toward 10% on a long-term
basis.  S&P could also lower the rating if Progroup's financial
policy became less conservative; for example, if the group pursued
a large-scale merger and acquisition or began paying dividends,
although S&P sees such a scenario as unlikely at the moment.



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


CLEAR CHANNEL: S&P Assigns 'B' Rating to Proposed $225MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '1' recovery rating to Netherlands-based Clear Channel
International B.V.'s proposed $225 million senior unsecured notes
due 2020.  The '1' recovery rating indicates S&P's expectations
for very high recovery (90%-100%) of principal in the event of a
payment default.  The '1' recovery rating also reflects the notes'
foreign subsidiary guarantees and other structural features that
provide the noteholders with a senior recovery claim from most of
the company's foreign asset value.

The company will use the note proceeds to ultimately fund a
distribution to Clear Channel Outdoor Holdings Inc.'s (CCOH's)
shareholders.  iHeartCommunications Inc., which owns roughly 90%
of CCOH's stock, may also use the distribution proceeds for
corporate purposes, including repurchasing or making payments on
its debt outstanding.

S&P's 'CCC+' corporate credit rating on the ultimate parent
company iHeartMedia Inc. reflects the risks surrounding the long-
term viability of the company's capital structure.  Leverage
remains extremely high, at roughly 9x, as of Sept. 30, 2015, and
will be largely unchanged by the proposed debt issuance.  S&P
believes that iHeartMedia has enough liquidity to support its
operations and debt service needs for the next 12 months.
However, S&P assess iHeartMedia's liquidity as "less than
adequate," given its poor standing in credit markets and inability
to absorb low-probability adversities, even factoring in capital-
spending cuts and asset sales.

S&P expects that EBITDA coverage of interest will remain in the
low-1x area in 2016.  Although iHeartMedia has substantially
reduced its 2016 and 2017 debt maturities, the company is at risk
of being unable to meet its financial obligations and it may
resort to subpar debt exchanges.  S&P would most likely view a
subpar debt exchange as a selective default, based on its
criteria.

RATINGS LIST

iHeartMedia Inc.
Corporate Credit Rating             CCC+/Negative/--

New Ratings

Clear Channel International B.V.
Senior Unsecured
  $225 million notes due 2020        B
   Recovery Rating                   1


CNH INDUSTRIAL: DBRS Confirms 'BB(high)' Issuer Rating
------------------------------------------------------
DBRS Limited has confirmed the Issuer Rating of CNH Industrial
N.V. (CNHI or the Company) at BB (high) with a Stable trend. The
current rating continues to be supported by the Company's stable
business profile, with a diversified portfolio of businesses and a
solid position in the global agricultural equipment market in
particular. However, operating performance in 2015 has been weaker
than expected and CNHI's financial profile, although it remains
acceptable for the current rating, does not have much cushion to
absorb additional deterioration. DBRS notes that further
meaningful decline in operating performance and associated key
debt coverage ratios would likely lead to negative rating actions.

Much weaker performance at the Company's agricultural equipment
business (AG), CNHI's dominant business, was the major factor
depressing the overall operating profit at CNHI. Lower farm income
due to softening grain prices led to a sharp drop in equipment
demand. This caused operating profit at AG in the first nine
months in 2015 to be well below DBRS's expectations. The poorer
overall earnings and the associated internal cash generation
weakened all key debt coverage ratios. Nevertheless, lower debt
levels from repayment of matured debt help support CNHI's
financial risk profile, although weaker, to remain acceptable to
the current rating. The Company expects improvement in the fourth
quarter, a seasonally stronger quarter, as well as ongoing
benefits from structural cost reductions. The Company expects
industrial revenue for 2015 in the range of $25 billion to $26
billion and operating margin of 5.6% to 6.0%, from $17.8 billion
and 4.9% in the first nine months, respectively. CHNI also targets
to reduce net debt to between $2.1 billion and $2.3 billion, from
$3.4 billion in Sept 2015.

The Company's stable business profile is a positive supporting the
current rating. CNHI has a solid position in the global
agricultural equipment sector, with strong presence in all key
geographical markets and business diversity with a meaningful
presence in construction equipment and commercial vehicles,
expanding external sales in the powertrain business and a growing
financial services business offering competitive advantage to the
industrial businesses.

Conditions in the agricultural sector are expected to remain
challenging, with continued strength in the U.S. dollar still a
formidable headwind. Therefore, DBRS views the Company's guidance
on achieving operating margin of 5.6% to 6.0% in F2015 to be
ambitious. Given the forecast for continued challenging global
agriculture equipment market conditions, DBRS anticipates some
decline in operating earnings and cash flows in 2016. However,
DBRS expects the impact of lower operating results to be partly
mitigated by CNHI's ongoing efforts to reduce debt, with the
resultant financial risk profile to stabilize near current levels.
However, further declines in operating results and a lack of
progress on debt reduction would cause all key debt coverage
ratios to be aggressive for the current rating and would likely
lead to negative rating actions.


GOODYEAR DUNLOP: S&P Rates New EUR250MM Sr. Unsecured Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Goodyear Dunlop Tires Europe
B.V.'s proposed EUR250 million senior unsecured note issuance.
The '3' recovery rating indicates S&P's expectation of meaningful
recovery (50%-70%; upper half of the range) in the event of a
default.

The company plans to use the proceeds from this issuance to redeem
its existing EUR250 million 6.75% senior unsecured notes.

All of S&P's other ratings on The Goodyear Tire & Rubber Co.
remain unchanged.

RATINGS LIST

The Goodyear Tire & Rubber Co.
Corporate Credit Rating                    BB/Stable/--

New Ratings

Goodyear Dunlop Tires Europe B.V.
Prpsd EUR250 Mil. Sr Unsecd Notes          BB
  Recovery Rating                           3H


GOODYEAR DUNLOP: Fitch Assigns 'BB/RR2' Rating to EUR250MM Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR2' to Goodyear Dunlop
Tires Europe B.V.'s (GDTE) proposed issuance of EUR250 million in
senior unsecured notes due 2023 in a private placement. GDTE is a
wholly-owned subsidiary of The Goodyear Tire & Rubber Company
(GT). The Issuer Default Ratings (IDRs) for GT and GDTE are 'BB-'
and the Rating Outlooks are Stable.

The proposed notes will be guaranteed on a senior unsecured basis
by GT and its U.S. and Canadian subsidiaries that also guarantee
GT's secured credit facilities and senior unsecured notes.
Proceeds from the proposed notes will be used to redeem in full
GDTE's existing EUR250 million of 6.75% senior unsecured notes due
2019, which became callable on April 15, 2015. By refinancing the
6.75% notes, GDTE will likely be able to take advantage of
favorable European credit market conditions to lower its cost of
debt, while shifting the maturity four years further into the
future.

KEY RATING DRIVERS

The ratings of GT and GDTE reflect the strengthening of the tire
manufacturer's credit profile over the past several years as a
result of its significantly improved profitability, especially in
North America, and the substantial decline in its unfunded pension
obligations after fully funding its U.S. plans. GT's focus on
high-value-added (HVA) tires and its cost reduction initiatives
have resulted in substantial margin growth and increased operating
income. Despite somewhat lower sales volumes, GT has retained a
strong market position as the third-largest global manufacturer of
replacement and original equipment (OE) tires.

Rating concerns include growing tire industry capacity,
particularly in North America, and volatile raw material costs,
especially for natural rubber and petroleum-based commodities.
Conditions in the European tire market also remain a concern,
despite some improvement over the past two years. Other concerns
include the level of fixed costs in GT's business and the related
sensitivity of its financial performance to economic conditions;
working capital variability, despite expectations for improvement;
and overall profitability that continues to lag several of its key
European and Asian competitors. The increase in GT's shareholder-
friendly activities over the past two years, including a rising
dividend and share repurchases, is also a concern, although Fitch
does not expect the company to raise incremental long-term debt to
fund these activities.

As of Sept. 30, 2015, GT's debt totaled $6 billion, down from $6.4
billion at year-end 2014. Fitch-calculated EBITDA in the 12 months
ended Sept. 30, 2015 was $2.4 billion, leading to Fitch-calculated
leverage (debt/Fitch-calculated EBITDA) of 2.4x. Fitch-calculated
free cash flow (FCF) in the 12 months ended Sept. 30, 2015 was
$903 million, leading to an FCF margin of 5.4%. Fitch expects GT's
credit protection metrics will strengthen over the intermediate
term as overall tire demand grows along with the global car parc,
particularly in emerging markets, and as the company continues to
work on improving its cost structure. Fitch expects leverage to
decline as GT's earnings rise and as it focuses on reducing debt.
Fitch also expects reduced variability in the company's quarterly
cash flows as it focuses on working capital management.

The 'BB/RR2' rating on the proposed notes as well as GDTE's
existing 6.75% senior unsecured notes is higher than the rating on
GT's senior unsecured notes due to the GDTE notes' structural
seniority. As noted above, GDTE's notes are guaranteed on a senior
unsecured basis by GT and its subsidiaries which also guarantee
the parent company's secured credit facilities. Although GT's
senior unsecured notes are also guaranteed by these same
subsidiaries, they are not guaranteed by GDTE. The recovery
prospects of GDTE's notes are further strengthened relative to
those at GT by the lower level of secured debt at GDTE. Fitch
notes that GDTE's credit facility and its senior unsecured notes
are subject to cross-default provisions relating to GT's material
indebtedness.

KEY ASSUMPTIONS

-- Global tire demand grows modestly, but demand remains weak in
    Latin America.

-- Sales in the near term are negatively affected by the strong
    U.S. dollar, with some improvement after 2015.

-- GT's pension contributions decline significantly in 2015 and
    beyond due to the near fully funded status of its U.S. plans.

-- Capital spending running between $1.1 billion and $1.25
    billion over the intermediate term, as the company invests in
    growth initiatives, including its new plant in the Americas.

-- Fitch assumes that dividends will rise annually over the next
    few years.

-- The company maintains roughly $2 billion in cash on its
    balance sheet, with excess cash used for shareholder returns
    and some debt reduction.

RATING SENSITIVITIES

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

-- Demonstrating growth in tire unit volumes, market share and
    revenue;

-- Producing FCF margins of 2% or better for an extended period;

-- Generating sustained gross EBITDA margins of 12% or higher;

-- Maintaining leverage near 2.5x for an extended period.

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

-- A significant step-down in demand for the company's tires
    without a commensurate decrease in costs;

-- An unexpected increase in costs, particularly related to raw
    materials, that cannot be offset with higher pricing;

-- A decline in the company's cash below $1.5 billion for
    several quarters;

-- A sustained period of negative free cash flow;

-- An increase in gross EBITDA leverage to above 3.5x for a
    sustained period, particularly as a result of shareholder-
    friendly activities.

Fitch rates GT and its Goodyear Dunlop Tires Europe B.V. (GDTE)
subsidiary as follows:

GT
-- IDR 'BB-';
-- Secured bank credit facility 'BB+/RR1';
-- Secured second-lien term loan 'BB+/RR1';
-- Senior unsecured notes 'BB-/RR4'.

GDTE
-- IDR 'BB-';
-- Secured bank credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.

The Rating Outlook for GT and GDTE is Stable.


ING BANK: Moody's Changes Outlook to Stable on Ba2 Deposit Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on the Baa3 local currency long-term deposit rating and
Ba2 foreign currency long-term deposit rating of ING Bank Eurasia.
At the same time, the long-term deposit ratings, Prime-3 local
currency short-term and Not-Prime foreign currency short-term
deposit ratings have been affirmed.  The rating action is driven
by the bank's resilience to current pressures stemming from the
volatile operating environment in Russia.

The standalone Baseline Credit Assessment (BCA) of ING Bank
Eurasia at ba3, its adjusted BCA of baa3 and Counterparty Risk
Assessment at Baa3(cr)/P-3(cr) were not affected by this rating
action.

RATINGS RATIONALE

Since the beginning of 2015, ING Bank Eurasia's credit metrics
have demonstrated resilience to challenges stemming from the
currently adverse operating environment for the Russian banking
system, particularly the continuing economic recession and
volatility in the Russian financial markets.  The bank's lending
policies have remained conservative, with only moderate growth in
its gross loan portfolio during 2015, while its capital position
has been solid, as reflected in its regulatory capital adequacy
ratio (CAR) of 21.5% as of Nov. 1, 2015, calculated under Russian
accounting standards (RAS).  Moody's notes that the bank's CAR
compares favorably with most other Russian banks and considers it
to be sufficient to absorb potential risks.

Moody's notes that the bank's interim profitability metrics have
materially improved, as reflected in its pre-provision income of
RUB6.4 billion for the nine months to end-September 2015, compared
with RUB2.7 billion as of year-end 2014 (both under RAS
statements).  This improvement has been enabled by gains generated
by the bank's derivative operations, which are a core part of the
bank's business model in Russia.

Moody's believes that the bank continues to benefit from its
strategic fit within the broader ING group, which enables it to
provide cross-border facilities and reduces its funding costs.
The bank's liquidity profile remains strong, as reflected in its
liquid assets-to-total assets ratio (excluding derivatives)
accounting for around 58% of the bank's total assets as of end-
October 2015, according to RAS statements.

WHAT COULD MOVE THE RATINGS UP/DOWN

Given the positioning of ING Bank Eurasia's long-term deposit
ratings at the level at the country deposit ceilings, an upgrade
is unlikely in the absence of a corresponding change in the
deposit ceilings.  Any upgrade of the deposit ceilings will depend
on a diminution of Russia's exposure to financial or economic
shocks, as well as the government's capacity to advance fiscal
consolidation and structural reform plans, enhancing growth and
limiting the risk of further depletion of its financial assets.

ING Bank Eurasia's ratings could be downgraded in the event of
substantial deterioration of the operating environment, which
could be reflected in a downgrade of the country's deposit
ceilings.  Downward adjustments could also be triggered by a
significant deterioration of the bank's standalone credit profile;
for example, a substantial deterioration in asset quality and
profitability metrics, which could erode the bank's capital
buffer.



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


AHML INSURANCE: Moody's Affirms Ba2 IFS Rating, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 insurance financial
strength rating of AHML Insurance (AHMLI) and changed the outlook
to stable, from negative.  AHMLI is a subsidiary of the Agency for
Housing Mortgage Lending JSC (AHML JSC, Ba1 stable), which is 100%
owned by the Russian Federal Government and is a public policy
vehicle for promoting mortgage lending and increasing housing
affordability in Russia.

This action follows Moody's affirmation of Russia's government
bond rating at Ba1 and the change of the outlook to stable, from
negative, on Dec. 4, 2015, and the affirmation of AHML JSC's
issuer rating at Ba1, and change of outlook to stable, from
negative, on Dec. 8, 2015.

RATINGS RATIONALE

AHMLI's insurance financial strength of Ba2 reflects (a) a
standalone credit assessment of B2 and (b) three notches of
implied support from the parent company, AHML JSC (Ba1 stable).

Moody's affirmation of AHMLI's Ba2 financial strength rating is
based on the opinion that (a) AHMLI's standalone credit assessment
already reflects appropriate expectations of higher mortgage
losses under current economic conditions, and that (b) AHML JSC is
committed to providing support to AHMLI so that it can perform its
public policy role of supporting and helping the development of
the Russian mortgage market.

Given the challenging economy, Moody's believes that AHMLI will
likely be called upon to do more to provide support to the Russian
mortgage market. For example, even though the market for 80%+ LTV
mortgages (i.e., those that typically carry mortgage insurance) is
frozen at the moment, risk-averse lenders and private mortgage
insurers appear to be keenly interested in shedding more of their
existing and prospective mortgage risks to AHMLI.

The implicit support provided by the parent company, AHML JSC, is
an important driver of AHMLI's Ba2 financial strength rating.  The
two entities share a public policy mission to promote mortgage
lending and increase housing affordability in Russia.  Given the
importance of the public policy mission, Moody's believes the
parent company's ability and willingness to provide implicit
support remain strong.

The stable rating outlook mirrors the stable outlook of AHML JSC
and Russia's bond rating.

WHAT COULD CHANGE THE RATING UP

These factors could lead to an upgrade of AHMLI's rating: (i)
upgrade of AHML JSC's rating, (ii) explicit forms of support from
AHML JSC, (iii) no meaningful rise in mortgage delinquencies.

WHAT COULD CHANGE THE RATING DOWN

Conversely, the following factors could lead to a downgrade of
AHMLI's rating: (i) downgrade of AHML JSC or reduced government
support for the mortgage insurance market; (ii) ballooning of
mortgage delinquencies beyond those experienced in the 2008-09
crisis; and/or (iii) adjusted risk-to-capital ratio significantly
greater than 10x (adjusted for nonprime loans and RMBS insured
exposure).

This rating has been affirmed with a stable outlook:

AHML Insurance -- insurance financial strength at Ba2 global
scale.

AHML Insurance, based in Moscow, Russia, writes mortgage insurance
and reinsurance in all regions of Russia.  The company was
established in 2010 with a public policy mission to develop the
mortgage insurance market, institute legal and regulatory
framework and standards for mortgage insurance, and create
innovative insurance products.

The principal methodology used in this rating was Mortgage
Insurers published in April 2015.


GLOBAL PORTS: Fitch Assigns 'BB' Long-Term Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has assigned Russian group port operator Global
Ports Investments Plc (GPI) Long-term foreign and local currency
Issuer Default Ratings (IDRs) of 'BB' with Stable Outlook.

Fitch has also assigned an expected local currency senior
unsecured rating of 'BB (EXP)' with a Stable Outlook to the
RUB15 billion notes to be issued by First Container Terminal
(FCT), a fully-owned subsidiary of GPI. The rating of the FCT's
notes is aligned with GPI's Long-term local currency IDR as it
benefits from an irrevocable offer to be issued by GPI.

The final ratings are contingent on the receipt of final documents
conforming materially to information already received.

KEY RATING DRIVERS FOR GPI

GPI's ratings consider the group's dominant position in the
Russian container market and its exposure to the current domestic
economic downturn. The ratings also reflect our expectation that
GPI's leverage will progressively decline from its current high
levels, due to a shareholder-supported zero dividend policy.

The group adopted a holdco-op co corporate and funding structure.
Bank loans are currently entirely located at the opco level. We
assess the consolidated group credit profile as 'BB+'. The rating
of GPI, the hold co, is notched down one notch to 'BB' to reflect
the ring-fencing features included in the subsidiaries' bank
financing. Lack of committed liquidity lines is a weakness given
the back-ended amortization and increasing bullet profile of group
debt.

Volume Risk -- Midrange

GPI is Russia's largest container port operator handling 44% share
of the country's container throughput. The group dominates the
Baltic Sea with a share of regional throughput of 66% as of 1M15,
which is 3.5x larger than the second-largest port operator in the
basin with an 18% market share. GPI has also a solid footprint in
the Far East where the group and its main competitor Fesco each
have a third of the market.

GPI can leverage on its portfolio of 10 terminals and 37 berths,
which are owned or operated under long-term leasing agreements, to
offer a widespread network to shipping lines. The group has long-
standing relationships with major shipping companies although
contracts in place are short- term, usually one year, and without
minimum guaranteed revenue. A.P. Moeller - Maersk Group's twofold
role as GPI's customer and indirect shareholder through the APM
Terminals is, in our view, a supportive factor of GPI revenue
stability.

GPI's throughput is mostly driven by container imports, which are
being severely hit by Russia's current economic downturn and
reduced consumer spending. In 1H15, the group saw its volume
shrink 32%, compared to the 26% fall in the overall Russian
container market. This reflects GPI's preference to maintain
prices over volumes as well as its large exposure to the Baltic
basin, which was hit by the downturn more than Far East and Black
Sea Basins.

Under Fitch's rating case, container throughput will drop 34% in
2015 and a further 8% in 2016 (flat in 2017). The downside risk
mainly stems from the limited visibility on the long-term
evolution of oil prices, rouble performance and, ultimately,
Russian economic activity.

Price Risk -- Midrange

Price regulation was eliminated for ports located in St.
Petersburg in 2010 and for Far East ports in 2012. Tariffs are
market-based and have steadily increased over the past six years.
Almost all of GPI's tariffs and revenues are in USD and collected
directly in USD or at an equivalent amount in rouble. The rouble
share of revenue is used to pay costs denominated in local
currency with the remainder converted into USD.

Infrastructure Development & Renewal - Stronger

Over 2008-2013, GPI invested heavily in terminal upgrades. These
investments brought group capacity to more than 4 million TEU
(currently 50% used), a level sufficient to accommodate increasing
volumes in the future. On-site connecting infrastructure is well
developed and does not need upgrades.

In view of the difficult market environment and sound asset
conditions, GPI plans to only carry out maintenance capex over the
medium term. Maintenance capex is manageable at around USD25m per
year and entirely self-funded through free cash flow (FCF)
generation. The presence of APM Terminals, one of the world-
largest terminal operators, as a shareholder brings operational
expertise and mitigates the risk of cost overrun on capital
spending.

Debt Structure - Midrange

The hold co is currently free of debt. The debt structure factor
therefore reflects our assessment of consolidated debt, which
comprises several loans raised at Russian op co level. These loans
are structured as corporate secured debt, are fully USD-
denominated post swap and partially guaranteed by GPI. Foreign
currency risk on debt is natural hedged as tariffs are set in USD.

Most of the group's borrowings have financial covenants tested at
the op co level. In some cases covenants are tested also at the
consolidated level in order to induce moderate deleveraging over
the next two years (2016: less than 4x; 2017: less than 3.5x).

The debt structure, however, also includes some ring-fencing
features, namely financial covenants at single borrower level and
some restrictions to infra-group loans, which prevent GPI to be
rated in line with our assessment of the consolidated profile of
the group..

The debt structure should change over the next few months as GPI
plans to tap capital markets to refinance a share of its
outstanding debt. The debt quantum should remain broadly unchanged
post planned bond issue and we expect overall group debt structure
to be fully USD-denominated post swap, partly covenanted with
cross default and change-of-control clauses and with a balanced
mix of floating and fixed interest rates and bullet and amortizing
maturities. Should the future debt structure be materially
different than our expectation, we may revise our current
assessment of debt structure to Weaker from current Midrange.

Lack of committed liquidity lines is a weakness, which the cash
buffer held on balance sheet only partly mitigates. Considering
GPI's capital plans for the next few months and FCF generated
under the rating case, group maturities are covered until end-2019
according to our liquidity analysis that also factors in available
cash.

Fitch considers the presence of APM Terminals a well-reputed
sponsor with a strong but informal commitment to GPI as a
supporting factor in GPI's refinancing process. This kind of soft
support is typically observed in businesses where sponsors
perceive long-term economic value in the asset and is therefore
incentivized to provide support to smooth temporary liquidity
shortfalls. A potential change in GPI's ownership may affect
Fitch's assessment of the refinancing risk. We also view GPI's
listing on London Stock Exchange as a positive factor as it gives
GPI additional financial flexibility.

Debt Service

Under Fitch's rating case, Fitch expects GPI net debt to EBITDA to
reach 3.9x at YE15. This relatively high leverage (compared to
Russian and Turkish peers) results from the partial debt-funded
acquisition of the second-largest Russian container operator in
2013. Deleveraging is a key priority of both GPI management and
its controlling shareholders, who are committed to a zero dividend
policy until group leverage reaches 2x. Fitch's rating case uses
more conservative assumptions than management mainly on volumes,
operating and capital spending, interest rates and dividends
received from joint ventures. As a result, leverage is expected to
fall below 3x over a three-year horizon and further beyond. The
rating case does not factor in any shareholder distributions, in
line with GPI's stated zero dividend policy.

When running its sensitivity stresses on a variety of factors,
notably flat tariff over the next three years and a hypothetical
30% rouble appreciation, Fitch found that, all else being equal,
the impact is confined to only a delay to the expected group
deleveraging process. This said, the sensitivities also show that
a harsher-than-expected drop of container volumes in 2016 (-20%
vs. 8% in Fitch rating case) would have a substantial negative
impact on projected leverage metrics.

Peers

GPI is around 7x bigger, has stronger market power and shareholder
structure and more transparent corporate governance by being
listed on the LSE than LLC Deloports (BB-). Deloports is more
exposed to competition but has a more balanced export and import
mix with grain exports partially offsetting the import-oriented
container business. Deloport has lower leverage (1.8x) than GPI
(3.9x) but its volume risk assessment is weaker compared with
Midrange for GPI.

Mersin (BBB-/Stable) has a similar size to GPI (1.5 million TEU)
and, like GPI, plays a dominant role in its home market. Its cargo
import and export mix is more balanced than GPI, which is more
exposed to the Russian recessionary environment. Mersin's lower
leverage (max/average 2.6x/2.4x) than GPI (3.9x/3.0x) supports its
higher rating.

KEY RATING DRIVERS FOR FCT's BONDS

Fitch aligned the rating of the FCT's notes with GPI's Long-term
local currency IDR due to the benefit of the irrevocable offer to
be issued by GPI.

GPI's Op co to Issue Bonds

FCT is one of GPI's main operating subsidiaries. It plans to issue
three series of RUB5 billion notes swapped in USD under a RUB30bn
domestic bond program. FCT is a 100%-owned GPI subsidiary, fully
consolidated in the group accounts, and generates around 35% of
GPI's operating cash flow. Outside of the GPI group, FCT is a
fairly small player with little market power and exposed to
competition. Under Fitch rating case, we expect its leverage at
the end of the forecast period (2020) to be close to a high 4x.

Irrevocable Offer

Bondholders will benefit from an irrevocable offer to be issued by
GPI. Under this offer, GPI irrevocably and publicly undertakes to
purchase the bond following non-payment of interest or principal.
This obligation ranks pari-passu with all other direct, unsecured
GPI obligations.

If and when the bondholder accepts the offer, it turns into a sale
and purchase agreement of the bond where GPI is obliged to pay
principal, coupon and accrued interest on the 13th business day
after non-payment of the rated bond. The mechanism of irrevocable
offer brings the probability of default of the rated bond in line
with that of the parent GPI. Under this structure, the parent is
strongly incentivized to financially support the issuing entity
before it defaults linking the probability of default of the rated
bond and GPI. As a result, Fitch has assigned the proposed notes
an expected local currency senior unsecured rating in line with
GPI's Long-term local currency IDR.

Bonds Proceeds for Refinancing

The bonds' proceeds are intended to be used for refinancing FCT's
outstanding bank loans. GPI's consolidated leverage therefore will
not increase as a result of this transaction.

RATING SENSITIVITIES

Future development that could lead to negative rating actions
include:

-- Dividend distributions impacting the GPI's expected
    deleveraging profile

-- Fitch-adjusted consolidated Debt/EBITDA remaining above 3.0x
    over a three-year horizon by 2018 in the Fitch rating case

-- Adverse policy decisions or geopolitical events affecting the
    port sector

-- Failure to maintain adequate liquidity to cover its debt
    service maturities

-- Failure to comply with covenants at op cos and consolidated
    levels

-- An unbalanced mix between bullet and amortizing debt and/or a
    potential change in shareholders structure with APMT
    disposing partly or entirely its co-controlling stake in GPI,
    which may affect Fitch's analysis of some rating factors such
    as refinancing risk and potentially GPI's ratings.

Rating upside potential is currently limited. Fitch does not
expect improvement in the Russian economy in the near term, as
indicated by the Negative Outlook on Russia's sovereign rating


MOSCOW MORTGAGE: Moody's Changes Outlook to Stable on Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the Ba3 long-term local currency (LC) and foreign
currency (FC) deposit ratings on Moscow Mortgage Agency (MMA).
Simultaneously, Moody's has affirmed these ratings and MMA's Not-
Prime short-term local- and foreign-currency deposit ratings.

MMA's Baseline Credit Assessment (BCA) and adjusted BCA of b1, as
well as its long-term and short-term Counterparty Risk Assessments
(CR Assessments) of Ba2(cr) / Not-Prime(cr) are unaffected by
today's rating action.

RATINGS RATIONALE

Moody's outlook change reflects the change to stable from negative
of its outlook on the Ba1 rating of the bank's 100% owner, the
City of Moscow.

MMA's deposit ratings incorporate the rating agency's assessment
of a moderate probability of government support from the City of
Moscow to MMA, resulting in a one-notch uplift of MMA's deposit
ratings to Ba3 from the bank's standalone BCA of b1.

MMA's b1 BCA is underpinned by the bank's good financial
fundamentals, in particular its strong capital adequacy (with
statutory capital adequacy ratio of 24% as of November 1, 2015 -
well above the regulatory minimum of 10%) and better-than-market
average asset quality metrics.  At the same time, the rating
agency notes MMA's low business diversification, reflecting the
limitations of the bank's niche market -- lending under the City
of Moscow's programs -- as well as the dependence of the bank's
business model on wholesale funding sources.

WHAT COULD CHANGE THE RATINGS UP/DOWN

MMA's Ba3 long-term deposit ratings incorporate Moody's assessment
of a moderate probability of support from the City of Moscow.
These ratings could therefore be upgraded following an upgrade of
the City of Moscow's rating.  Any positive action on MMA's BCA
would likely only materialize in the long term, following a
significant diversification of the bank's business, if this is
accompanied by sustainable strong financial fundamentals.  An
improvement of Russia's macroeconomic environment would be another
pre-condition for a positive action on MMA's standalone BCA.

A downgrade of MMA's Ba3 long-term deposit ratings could be
triggered by a downgrade of the City of Moscow's Ba1 rating.
Additionally, any indication of a lower probability of support
from the City of Moscow for MMA could result in a downgrade of the
latter's long-term deposit ratings.  Furthermore, MMA's ratings
could be downgraded following a deterioration in the banks' asset
quality, profitability and/or capital levels amidst the current
unfavorable operating conditions.

PRINCIPAL METHODOLOGY

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


SBERBANK: Moody's Affirms Ba2 Long-Term Bank Deposit Rating
-----------------------------------------------------------
Moody's Investors Service has taken rating actions on the long-
term debt and deposit ratings of Sberbank and the issuer and debt
ratings of Agency for Housing Mortgage Lending JSC (AHML).  This
was prompted by the change in outlook to stable from negative on
the Russian government's Ba1 debt rating, which reflects 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.

The standalone baseline credit assessment (BCA) of Sberbank at ba2
is unaffected by this rating action.

RATINGS RATIONALE

Sberbank

The change of the outlook to stable on the Russian government's
Ba1 bond rating has led to the affirmation with a stable outlook
of Sberbank's Ba1 long-term debt and local-currency (LC) deposit
ratings and Ba2 foreign-currency deposit rating.

The change of the outlook on the bank's long-term ratings, in line
with the sovereign rating action, reflects Moody's assumption of
government-backed support for Sberbank, given its key systemic
role in Russia's banking system.  With total assets of RUB25.9
trillion at Oct. 1, 2015, Sberbank is Russia's largest bank, with
dominant market shares in all banking segments, especially in the
retail deposit market.  Moody's assessment of government support
is further reinforced by the fact that the bank's principal
shareholder is the Central Bank of Russia, which owns 50%+1 of
issued and outstanding shares.

This results in a one notch uplift in the Sberbank's Ba1 long-term
debt and LC deposit ratings from the bank's BCA of ba2, which are
therefore aligned with the agency's rating on the debt of the
Russian government.  The foreign-currency deposit rating of Ba2
remains constrained by Russia's Ba2 foreign currency deposit
ceiling, as for other deposit-taking institutions in the country.

AHML

Similarly, the rating action on AHML, with revision of the outlook
to stable from negative, and affirmation of the current issuer,
senior unsecured and backed senior unsecured debt ratings at Ba1,
reflects the status of the agency as a government-related
institution, 100% owned by the state.

AHML is the government's major vehicle for developing the
residential housing and mortgage market in Russia, executing the
national project for Affordable and Comfortable Housing for
Russian Citizens.  In mid-2015, it merged with the Russian Housing
Development Foundation (RHDF) in accordance with the new federal
law aimed at further development of the housing sector.

Given the financial institution's clear role in public policy,
Moody's considers there to be a very high likelihood of government
support, and also a very high dependence on the Russian
government.  Its rating is therefore consequently aligned with
that on the Russian sovereign.  This view is based on AHML's
ultimate state ownership, strategic public policy role, track
record of capital and funding support, and the provision of state
guarantees for certain bond issues.

WHAT COULD MOVE THE RATINGS UP/DOWN

Given the positioning of both Sberbank and AHML's long-term
issuer/deposit and debt ratings at the level as the sovereign
rating, an upgrade is unlikely in the absence of a corresponding
change in the sovereign rating and foreign currency deposit
ceiling.

Conversely, the long-term ratings could be revised downwards in
case of a downgrade on the sovereign rating although, given the
stable outlook, this is unlikely at this stage.

A positive rating action on Sberbank's standalone BCA could arise
given improvements in the bank's asset risk and core capital
adequacy, coupled with a sustainable improvement in the operating
environment.  This is unlikely in the near-term given the
considerable challenges resulting from the weak recovery in the
country's economic growth.

A downgrade in Sberbank's standalone BCA could arise as a result
of a material deterioration in the bank's asset risk and
capitalization.  However, given the bank's resilient
profitability, we do not expect this to materialize in the near
future.

Moody's does not expect a one-notch downgrade of BCAs to result in
a change in the long-term ratings of Sberbank or AHML, given the
high degree of government support.

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

List of Affected Ratings

Affirmations:

Issuer: Sberbank

  LT Bank Deposits (Foreign Currency), Affirmed Ba2 Stable

  LT Bank Deposits (Local Currency), Affirmed Ba1 Stable

  ST Bank Deposits (Foreign Currency and Local Currency),
   Affirmed NP

  Senior Unsecured Regular Bond/Debenture (Foreign Currency and
   Local Currency), Affirmed Ba1 Stable

  Backed Senior Unsecured MTN (Foreign Currency), Affirmed (P)Ba1

Issuer: Agency for Housing Mortgage Lending OJSC

  LT Issuer Rating (Foreign Currency and Local Currency),
   Affirmed Ba1 Stable

  ST Issuer Rating (Foreign Currency and Local Currency),
   Affirmed NP

  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed Ba1 Stable

  BACKED Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed Ba1 Stable

Outlook Actions:

Issuer: Sberbank

  Outlook, Changed To Stable From Negative

Issuer: Agency for Housing Mortgage Lending OJSC

  Outlook, Changed To Stable From Negative


SOVCOMFLOT PAO: Moody's Changes Outlook to Stable on Ba2 CFR
------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the Ba2 corporate family rating and the Ba2-PD
probability of default rating of Sovcomflot PAO (SCF), a 100%
state-owned energy shipping company and provider of seaborne
energy solutions domiciled in Russia.  Concurrently, Moody's has
affirmed these ratings.

The stabilization of the outlook on SCF's Ba2 CFR follows Moody's
decision to change the outlook on Russia's Ba1 government bond
rating to stable from negative on Dec. 4, 2015.

At the same time, Moody's upgraded to Ba3 from B1 SCF's senior
unsecured issuer rating and the senior unsecured rating of the
$800 million Eurobond issued by SCF Capital Limited and guaranteed
by SCF on the back of improvements to the company's standalone
credit quality (assessment raised to b1 from b2) and subsequent
strengthening of its position within the current Ba2 rating
category.  The outlook on these ratings is stable.

RATINGS RATIONALE

The outlook change to stable primarily reflects the stabilization
of the outlook on the sovereign rating of the Russian Federation,
the company's support provider, as well as the company's
strengthened standalone positioning, which in Moody's estimate
will be sustainable.

SCF's position as a 100% state-owned company means that Moody's
rates the company under its government related issuer (GRI)
methodology.  According to this methodology, SCF's Ba2 rating is
driven by a combination of (1) its baseline credit assessment
(BCA) of b1, a measure of standalone credit strength; (2) the Ba1
government bond rating of Russia, with a stable outlook; (3) the
low default dependence between SCF and the Russian government; and
(4) the strong probability of provision of state support to the
company in the event of financial distress.

As part of the action, Moody's has raised SCF's BCA to b1 from b2,
reflecting material improvement in the company's operating
environment, its financial performance and financial metrics.
SCF's b1 BCA is supported by: (1) favorable dynamics in the crude
oil and oil products marine shipping segment, in which SCF
primarily operates; (2) the company's market position as the
world's number two owner of tankers in terms of the number of
vessels, and the company's young fleet with an average age of
eight years; (3) material improvements in time charter equivalent
(TCE) revenue and margins thanks to higher rates and lower bunker
fuel costs; (4) good cash flow visibility as two-thirds of revenue
originate from long-term charters as opposed to the spot market;
(5) relatively moderate fleet maintenance costs; and (6) revenue
growth potential from fleet additions and growing diversification
into the liquefied natural gas (LNG) shipping and offshore
services.

The company's revenue in the last 12 months ended Sept. 30, 2015,
increased by 17% and Moody's adjusted EBITDA and cash flow from
operations (CFO) by 80% compared with 2013.  The company's
leverage measured by adjusted debt/EBIDA decreased to 4.0x and
retained cash flow/debt improved to 19.3% as of end-September 2015
from 6.9x and 12% as of end-2013, respectively.  Given that tanker
fleet additions slowed down and should remain moderate in 2016-17,
and market demand in the tanker segment should remain steady in
the next 12 months driven by the low oil prices and increased
refining activity, Moody's expects the metrics to further improve
based on full-year 2015 results and remain sustainable in 2016-17.

SCF's standalone credit profile is constrained by (1) negative
free cash flow generation, which Moody's expects to continue into
2016-17 due to SCF's extensive investment of $500-$600 million a
year into new vessels construction; (2) vulnerability of SCF's
cash flow to the volatile marine charter rates, and (3) liquidity
concerns associated with Eurobond refinancing risks.

Moody's notes that the currently positive balance of supply and
demand in the tanker market remains fragile.  A material ramp-up
in investment into new shipping capacity, and/or a slowdown in the
positive momentum in the oil and oil products shipping turnover
would weigh on charter rates over the 18-24 months.

STRUCTURAL CONSIDERATIONS

Moody's has reduced the notching between the senior unsecured
rating of the SCF guaranteed bond and its CFR to one notch from
two by upgrading the bond's rating to Ba3 from B1.  A large amount
of SCF's debt (approximately 70%), is raised by the company's
operating subsidiaries and is secured by vessels, which brings it
higher in relative priority ranking to the unsecured instrument.

Although Moody's acknowledges a degree of subordination of the
rated instrument, it believes that the GRI support, if required,
will likely apply across all tranches of debt, should the
government step in to help avoid a default.  In addition, the
agency takes into account the fact that the issuer's unencumbered
asset value more than twice exceeds the amount of the bond.

WHAT COULD CHANGE RATINGS UP/DOWN

Improvements in the company's financial and liquidity profile, in
particular the elimination of the risks associated with the
refinancing of the company's bond in the fourth quarter of 2017,
would have a positive impact on SCF's standalone assessment.
This, subject to no adverse changes to the support and dependence
assumptions, might translate into a positive rating action for the
CFR.

Conversely, unfavorable developments at the support provider (the
government of Russia) level, and/or a deterioration in the
company's standalone credit profile so that its adjusted
debt/EBITDA rises above 6.5x and its adjusted funds from
operations interest coverage declines below 3.0x on a sustained
basis would put negative pressure on the ratings.  Lack of
progress on the refinancing of the bond within the next 12 months
would elevate Moody's concerns over SCF's liquidity profile.



===========
S E R B I A
===========


IKARBUS: Files for Pre-Bankruptcy Proceedings
---------------------------------------------
SeeNews reports that Ikarbus has filed for pre-bankruptcy
proceedings in hope that its creditors will accept a pre-arranged
reorganization plan.

The company, which has RSD3.8 billion (US$33.8 million/EUR31.2
million) in debts, is hoping that the creditors will accept the
plan, which calls for a debt-to-equity swap and for reprogramming
of its secured debt, SeeNews relays, citing news daily Vecernje
Novosti.

Novosti said in case the company's plans work out, the Serbian
government would become its majority owner, SeeNews notes.

According to SeeNews, the plan envisages an issue of 3,044,038
shares for the purposes of the debt-for-equity swap.

Belgrade-based Ikarbus is on the list of 17 strategic state
enterprises that in May were afforded special protection from debt
enforcement for a period of one year, according to SeeNews.

Ikarbus is a Serbian bus maker.



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


ABENGOA SA: ISDA Says Creditor Protection Triggers Swap Payouts
---------------------------------------------------------------
Katie Linsell at Bloomberg News reports that the International
Swaps & Derivatives Association said Abengoa SA's filing for
preliminary creditor protection constitutes a bankruptcy credit
event that will trigger payouts on some derivatives insuring its
debt.

ISDA's determinations committee, a group of 15 dealers and money
managers that govern the market, said that credit-default swaps on
updated 2003 contracts will be triggered, Bloomberg discloses.
Contracts using 2014 terms won't pay out, Bloomberg notes.

The committee was asked for a ruling after the Spanish renewable
energy company applied to a court in Seville for creditor
protection, Bloomberg relays.  There were 2,478 contracts covering
a net $695 million of Abengoa's debt as of Nov. 27, according to
the Depository Trust & Clearing Corp.

Abengoa, Bloomberg says, is in talks with its main creditor banks
for emergency funding that it may need to avoid insolvency.

Abengoa SA is a Spanish renewable-energy company.


                        *       *       *

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2015, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Spanish engineering and construction
company Abengoa S.A. to 'CCC-' from 'B+'.  S&P said the outlook is
negative.


ABENGOA SA: DBRS Says Spanish Banks' Exposure Manageable
--------------------------------------------------------
DBRS Ratings Limited views the banking system in Spain as
sufficiently strong to absorb the impact of a possible Abengoa
default. On November 25, Abengoa (one Spain's largest engineering
and renewable energy corporates) announced that the planned cash
injection it had expected from Spanish investment group Gestamp
had been cancelled. Abengoa has now filed for creditor protection
and has four months to find an alternate solution or an agreement
with creditors. DBRS has followed developments at Abengoa, and
continues to monitor the potential impact that an Abengoa default
could have on the Spanish banking sector.

For DBRS, Abengoa is not a symptom of a broader asset quality
problem in Spain. On the contrary, the Spanish economy has
returned to sustainable growth. Unemployment rates have fallen for
several quarters and the Spanish real estate market is
stabilising. In turn, the Spanish banking system has benefitted
from lower provisioning needs and a reduction of non-performing
assets, which have helped to improve core profitability and
overall risk profiles. Those Spanish banks which are exposed to
Abengoa are better able to absorb one-off losses than they had
been in prior periods.

DBRS expects that if Abengoa does ultimately default, the process
will be complicated due to the large number of banks involved in
the corporate's funding structures, as well as the complexity of
Abengoa's Group structure. Although non-Spanish banks may well
represent the majority of Abengoa's bank financing, some Spanish
banks are also exposed. For those Spanish banks with Abengoa risk,
DBRS expects the impact to be felt as early as 4Q15 via higher
provisioning needs and pressure on profitability, rather than a
negative impact on capital or ratings.


FONCAIXA PYMES 5: DBRS Discontinues B(low) Series B Debt Rating
---------------------------------------------------------------
DBRS Ratings Limitedhas discontinued its ratings on the Series A
Notes and Series B Notes issued by FONCAIXA PYMES 5, FTA (the
Issuer).

The discontinuations reflect the payment in full of the Series A
Notes and Series B Notes as of November 17, 2015.

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

-- EUR 858,610,489.80 Series A Notes at A (low) (sf)
-- EUR 274,500,000.00 Series B Notes at B (low) (sf


PYMES BANESTO 3: DBRS Cuts Rating on Series C Notes to D(sf)
------------------------------------------------------------
DBRS Ratings Limited (DBRS) has discontinued its ratings of AA
(sf) and A (sf) on the Series A Notes and Series B Notes,
respectively, issued by FTA PYMES Banesto 3 (the Issuer) due to
repayment. DBRS has also downgraded its rating on the Series C
Notes to D (sf) from C (sf) and subsequently discontinued this
rating.

The transaction is a cash flow securitization collateralized
primarily by a portfolio of bank loans originated by Banco Espanol
de Credito, S.A. (Banesto), which no longer exists as an entity
(fully integrated in Banco Santander, S.A. in May 2013), to large
corporations and small- and medium-sized enterprises (SMEs) based
in Spain.

The rating action reflects:

  (1) The payment in full of the Series A Notes and Series B Notes
      as of October 19, 2015. The remaining balance prior to the
      final repayment of the Series A Notes was EUR34,891,333.47
      and the balance of the Series B Notes was EUR63,700,000.00.

  (2) The failure to pay ultimate interest and principal of the
      Series C Notes. After repayment of the Series A Notes and
      Series B Notes, the remaining proceeds accounted for 97.88%
      (EUR95,923,097.26) of the outstanding balance
      (EUR98,000,000.00) of the Series C Notes.


PYMES SANTANDER 10: DBRS Confirms C(sf) Rating on Series C Notes
----------------------------------------------------------------
DBRS Ratings Limited has confirmed and upgraded its ratings on the
following notes issued by FTA PYMES SANTANDER 10 (the Issuer):

-- EUR1,115,837,124.30 Series A Notes: Upgraded to AAA (sf) from
    AA (high) (sf).

-- EUR893,000,000.00 Series B Notes: Upgraded to BBB (high) (sf)
    from BB (high) (sf).

-- EUR760,000,000.00 Series C Notes: Confirmed at C (sf).

The transaction is a cash flow securitization collateralized by a
portfolio of bank loans originated by Banco Santander S.A.
(Santander) and Banco Espanol de Credito (Banesto, fully
integrated in Santander in May 2013), to self-employed individuals
and small and medium-sized enterprises (SMEs) based in Spain.

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal payable on or
before the Legal Maturity Date in August 2057. The ratings on the
Series B and Series C Notes address the ultimate payment of
interest and the ultimate payment of principal payable on or
before the Legal Maturity Date in August 2057.

The rating actions reflect an annual review of the transaction.
The Series A Notes are currently at 38.38% of their initial
balance after two years since closing. Given this deleveraging,
the current available credit enhancement for the Series A and B
Notes has increased considerably, while the transaction
performance is in line with DBRS's expectations.

As of August 20, 2015 payment date, 1-3 month delinquencies, 3-6
month delinquencies and over 6-month delinquencies were 0.782%,
0.145% and 0.131% of the outstanding principal balance,
respectively, while the cumulative gross default ratio was 0.034%
of the original principal balance.

The Reserve Fund (RF) is available to cover missed interest and
principal payments on the Series A and B notes throughout the life
of the deal. The current balance of the RF is EUR760 million equal
to the required RF level.

Santander acts as a Servicer and Account Bank provider (as holder
of the Treasury Account) for this transaction. Santander's Issuer
and Senior Debt public rating by DBRS is currently at "A", which
complies with the Minimum Institution Rating given the rating
assigned to the Series A Notes, as described in DBRS's "Legal
Criteria for European Structured Finance Transactions"
methodology.


PYMES SANTANDER 12: DBRS Assigns C(sf) Rating to Series C Notes
---------------------------------------------------------------
DBRS Ratings Limited has assigned provisional ratings to the
following notes issued by FT PYMES SANTANDER 12 (the Issuer):

-- EUR2,100 million Series A Notes at A (low) (sf) (the Series
     A Notes)

-- EUR700 million Series B Notes at CCC (low) (sf) (the Series B
    Notes)

-- EUR140 million Series C Notes at C (sf) (the Series C Notes;
    together, the Notes)

The transaction is a cash flow securitization collateralized by a
portfolio of term loans and credit lines originated by Banco
Santander, S.A. (Banco Santander or the Originator) to small- and
medium-sized enterprises (SMEs) and self-employed individuals
based in Spain. As of November 19, 2015, the transaction's
provisional portfolio included 42,035 loans and credit lines to
38,742 obligors, totalling EUR2,971.9 million. At closing, the
Originator will select the final portfolio of EUR2,800 million
from the above-mentioned provisional pool.

The portfolio also contains loans and credit lines originated by
Banesto and Banif prior to their integration into Banco Santander,
which was completed in April 2014.

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal payable on or
before the Legal Maturity Date in December 2058. The ratings on
the Series B and Series C Notes address the ultimate payment of
interest and the ultimate payment of principal payable on or
before the Legal Maturity Date in December 2058.

The provisional pool is moderately exposed to the Building &
Development industry, representing 15.3% of the outstanding
balance. Farming/Agriculture (11.3%) and Business Equipment &
Services (10.45%) complete the top three industries based on the
DBRS industry classification. The provisional portfolio exhibits
low obligor concentration. The top obligor and the largest ten
obligor groups represent 0.7% and 4.7% of the outstanding balance,
respectively. The top three regions for borrower concentration are
Madrid, Andalusia and Catalonia representing approximately 19.8%,
14.8% and 11.2%, of the portfolio balance, respectively.

The historical data provided by Santander distinguishes between
"normal" loans and credit lines and loans that have been
restructured (reestructurados). The performance of both asset
types is very different and for that reason DBRS uses two distinct
probability of default (PD) for each. Loans classified as
restructured represent 10.2% of the outstanding balance of the
provisional pool. DBRS assumed a PD of 20.1% for such loans and a
PD of 3.2% for the remaining portfolio.

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 FT PYMES Santander 12, Santander de Titulizacion,
S.G.F.T., S.A. and Banco Santander, 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.

These ratings are based upon DBRS's review of the following items:

-- The transaction structure, the form and sufficiency of
    available credit enhancement and the portfolio
    characteristics.

-- At closing, the Series A Notes benefit from a total credit
    enhancement of 30%, which DBRS considers to be sufficient to
    support the A (low) (sf) rating. The Series B Notes benefit
    from a credit enhancement of 5%, which DBRS considers to be
    sufficient to support the CCC (low) (sf) rating. Credit
    enhancement is provided by subordination and the Reserve
    Fund. In addition, the Series A and Series B Notes also
    benefit from available excess spread.

-- The Series C Notes have been issued for the purpose of
    funding the EUR140.0 million Reserve Fund.

-- The Reserve Fund will be allowed to amortize after the first
    two years if certain conditions -- relating to the
    performance of the portfolio and deleveraging of the
    transaction -- are met. The Reserve Fund cannot amortize
    below EUR70.0 million.

-- The transaction parties' financial strength and capabilities
    to perform their respective duties and the quality of
    origination, underwriting and servicing practices.

-- An assessment of the operational capabilities of key
    transaction participants.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repay investors according to the
    approved terms. Interest and principal payments on the
    Series A Notes will be made quarterly on the 16th day of
    March, June, September and December with the first payment
    date on March 16, 2016.

-- The soundness of the legal structure and the presence of
    legal opinions which address the true sale of the assets to
    the trust and the non-consolidation of the special purpose
    vehicle, as well as consistency with DBRS's "Legal Criteria
    for European Structured Finance Transactions" methodology.

DBRS determined these ratings as follows, as per the principal
methodology specified below:

-- The PD for the Originator was determined using the historical
    performance information supplied. For this transaction DBRS
    assumed two annualized PDs: a PD of 3.2% for normal loans and
    a PD of 20.1% for restructured loans.

-- The assumed weighted-average life (WAL) of the portfolio was
    2.9 years.

-- The PD and WAL were used in the DBRS Diversity Model to
    generate the hurdle rate for the target ratings.

-- The recovery rate was determined by considering the market
    value declines for Spain, the security level and type of the
    collateral. For the Series A Notes, DBRS applied the
    following recovery rates: 59.3% for secured loans and 16.3%
    for unsecured loans. For the Series B Notes, DBRS applied the
    following recovery rates: 73.4% for secured loans and 21.5%
    for unsecured loans.

-- The break-even rates for the interest rate stresses and
    default timings were determined using the DBRS cash flow
    model.

-- The rating of the Series C Notes is based upon DBRS's review
    of the following considerations: (1) the Series C Notes are
    in the first loss position and, as such, are highly likely to
    default; and (2) given the characteristics of the Series C
    Notes as defined in the transaction documents, the default
    most likely would only be recognized at the maturity or early
    termination of the transaction.


IM GBP MBS 3: DBRS Assigns C(sf) Rating to Series B Notes
---------------------------------------------------------
DBRS Ratings Limited has assigned provisional ratings to the
following notes to be issued by IM Grupo Banco Popular MBS 3 (IM
GBP MBS 3 or the Issuer):

-- EUR 702,000,000 Series A at A (sf)
-- EUR 198,000,000 Series B at C (sf)

IM GBP MBS 3 is expected to be a securitization of a portfolio of
prime residential mortgage loans secured by first-ranking lien
mortgages on properties in Spain by Banco Espanol, SA (BPE) and
Banco Pastor, SA (Pastor). At the closing of the transaction, IM
GBP MBS 3 will use the proceeds of the Series A and Series B notes
to fund the purchase of the mortgage portfolio from the Sellers,
BPE and Pastor. BPE and Pastor will each be the servicer of the
respective loans sold to the Issuer. In addition, BPE will provide
separate Subordinated Loans to fund each the Reserve Fund and the
initial transaction expenses. The securitization will take place
in the form of a fund, in accordance with Spanish Securitisation
Law.

The ratings are based upon a review by DBRS of the following
analytical considerations:

-- The transaction's capital structure and the form and
    sufficiency of available credit enhancement. The Series A
    notes benefit from EUR198 million (22%) subordination of the
    Series B notes and the EUR27 million (3%) Reserve Fund, which
    is available to cover senior fees as well as interest and
    principal of the Series A notes. The Reserve Fund target will
    remain at 3% of the initial balance of the Series A and
    Series B notes. The Series A notes will benefit from full
    sequential amortization, where principal on the Series B
    notes will not be paid until the Series A notes have been
    redeemed in full. Additionally, the Series A principal will
    be senior to the Series B interest payments in the priority
    of payments.

-- The main characteristics of the portfolio as of November 9,
    2015 include: (1) 100.8% weighted-average current loan-to-
    value (WA CLTV) and 110.8% indexed WA CLTV (INE Q2 2015); (2)
    the top three geographical concentrations of Andalusia
    (21.3%), Madrid (19.8%) and Valencia (11.1%); (3) 30.0% of
    the borrowers are classified as self-employed; (4) 19.1% of
    the borrowers are non-national borrowers; (5) weighted-
    average loan seasoning of 3.3 years; and (6) the weighted-
    average remaining term of the portfolio is 29.2 years with
    42.2% having a remaining term of greater than 30 years.

-- Of the mortgage portfolio, 95.4% pay a variable interest rate
    indexed to 12-month Euribor and 4.5% pay a rate indexed to
    the IRPH (Indice de Referencia de Prestamos Hipotecarios).
    The notes are floating-rate liabilities indexed to three-
    month Euribor. DBRS considers there to be limited basis risk
    in the transaction, which is mitigated by (1) the historical
    spread between 12- and three-month Euribor in favor of
    12-month Euribor compared to IRPH, (2) the amounts credited
    to the Reserve Fund and (3) the available credit enhancement
    to cover for potential shortfalls from the mismatch. DBRS
    stressed the interest rates as described in the DBRS
    methodology "Unified Interest Rate Model for European
    Securitisations."

-- The credit quality of the mortgages backing the notes and the
    ability of the servicers to perform its servicing
    responsibilities. DBRS was provided with BPE and Pastor's
    historical mortgage performance data for loans originated to
    individuals without LTV limits through branch channels
    (similar to the characteristics of the portfolio), as well
    with loan-level data for the mortgage portfolio. Details of
    the probability of default (PD), loss given default (LGD) and
    expected losses (EL) resulting from DBRS's credit analysis of
    the mortgage portfolio at A (low) and C (sf) stress scenarios
    are detailed below. In accordance with the transaction
    documentation, the servicers are able to grant loan
    modifications without consent of the management company
    within the range of permitted variations. According to the
    documentation, permitted variations for up to 10% of the
    initial portfolio balance include the reduction of the loan
    margins down to a spread equal to at least that of the notes
    and maturity extension up to the final payment date in April
    2055. Additionally, up to 3% of the initial balance of loans
    may have a principal deferral period of up to 12 months. DBRS
    stressed 10% of the portfolio to have a margin equal to 0.40%
    and extended the maturity up to April 2055 in its cash flow
    analysis.

-- The transaction's account bank agreement and respective
    replacement trigger require Popular acting as the treasury
    account bank to find (1) a replacement account bank or (2) an
    account bank guarantor upon loss of a BBB rating. DBRS
    concluded that the assigned ratings are consistent with the
    account bank criteria.

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

As a result of the analytical consideration, DBRS derived a Base
Case PD of 14.27% and LGD of 54.79%, which resulted in an EL of
7.82% using the European RMBS Credit Model. DBRS cash flow model
assumptions stress the timing of defaults and recoveries,
prepayment speeds and interest rates. Based on a combination of
these assumptions, a total of 16 cash flow scenarios were applied
to test the capital structure and ratings of the notes.



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


EUROSAIL-UK: Fitch Affirms 'Bsf' Rating on Class C1a Debt
---------------------------------------------------------
The transaction is a securitization of near-prime and sub-prime
residential mortgages originated by Southern Pacific Mortgage
Limited, Preferred Mortgages Limited, Alliance and Leicester Plc
and Matlock Bank Limited.

KEY RATING DRIVERS

Relatively Stable Performance

The performance of the transaction has remained relatively stable
with loans in arrears by three months or more at 17.6% of the
collateral balance in comparison with 17.8% in September 2014. As
of September 2015, cumulative repossessions stood at 13.8% of the
initial collateral balance. Both ratios are above Fitch's three-
month plus arrears and cumulative repossessions index for non-
conforming UK RMBS closed in 2007, which stand at 10.0% and 11.7%,
respectively. Nevertheless, they are performing in line with the
other Eurosail-UK transactions that were originated in 2007 and
2008.

Quick Sale Adjustment

At the restructuring of the transaction in 2014, Fitch received
recovery information for the first-lien loans. The analysis showed
that the recoveries are in line with Fitch's UK criteria. The
reported recoveries to date are lower than expected due to the
presence of second-lien loans in the transaction. To account for
the recoveries of the second-lien loans, the agency has increased
its quick sale adjustment assumption.

Fully Funded Reserve Fund

The reserve fund remains fully funded at 0.9% of the outstanding
note balance. Fitch expects the transaction to generate sufficient
annualized gross excess spread to cover any realised loss due in
the upcoming payment dates.

RATING SENSITIVITIES

Fitch believes that an increase in interest rates could put a
strain on borrower affordability, particularly given the weaker
profile of the underlying non-conforming borrowers. If defaults
and associated losses increase beyond the agency's stresses, the
junior tranches may be downgraded.

Fitch published an exposure draft for UK residential mortgage
assumptions on September 22, 2015.  The proposed criteria, if
adopted, will lead to smaller loss expectations for all types of
mortgage portfolios. As a result, Fitch expects all outstanding UK
RMBS and covered bond ratings to either be affirmed or upgraded.
If the current criteria are updated after considering market
feedback, Fitch will review all existing UK RMBS ratings within
six months of the new criteria publication.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
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.

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator'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.

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.

Fitch has taken the following rating actions:

Class A2a (XS 0311680747): affirmed at 'AAAsf'; Outlook Stable

Class A3 (XS 1150797600): affirmed at 'AAAsf'; Outlook Stable

Class A4 (X S1150799481): affirmed at 'AAsf'; Outlook Stable

Class A5 (XS1150799721): affirmed at 'AA-sf'; Outlook Stable

Class B1a (XS0311705759): affirmed at 'BBB+sf'; Outlook Stable

Class C1a (X50311708696): affirmed at 'Bsf'; Outlook Stable

Class D1a (XS0311713001): affirmed at 'CCsf'; Recovery Estimate
  of 50%

Class E1c (XS0311717416): affirmed at 'Csf'; Recovery Estimate of
  0%


FAIRLINE BOATS: 381 Jobs Axed Following Administration
------------------------------------------------------
Julia Kollewe at The Guardian reports that the majority of the 450
staff at Fairline Boats have been made redundant after the luxury
yacht maker went into administration last week.

Administrators have kept on 69 workers to keep the business
running and finish existing orders, but the remaining 381 have
been told not to return to work after they were sent home on
Dec. 2, The Guardian relates.

Most of the retained staff are at Fairline's factories in Corby
and Oundle in Northamptonshire, where the 52-year-old company
designs and manufactures a range of luxury boats under the Targa
and Squadron brands, ranging in value from GBP350,000 to GBP2.5
million, The Guardian discloses.  A few are still working at the
boat testing site in Ipswich, Suffolk, The Guardian notes.

The joint administrators, Geoff Rowley and Alastair Massey of FRP
Advisory, are attempting to arrange a sale of the business or its
assets, The Guardian states.

At the end of March, the boat maker was still valued at GBP13.5
million, but it has been hit by a slump in orders from wealthy
Russians who have been affected by a deepening recession, falling
commodity prices and a weak rouble, The Guardian relays.

The administrators, as cited by The Guardian, said they were
liaising with unions and assisting workers who had been made
redundant so they could submit timely claims to the Redundancy
Payments Service.  According to The Guardian, the administrators
promised to help all staff, including those who had been
suspended.

Fairline Boats is a luxury boat manufacturer.


FIFA: Must Go Into Administration to Restore Integrity
------------------------------------------------------
Mail Online reports that David Dein, the former vice-chairman for
the Arsenal Football Club and the Football Association (FA), said
that International Federation of Association Footbal (FIFA)'s only
option to flush out widespread corruption and become a trusted
organization is to go through the process of administration.

Mr. Dein produced a damning verdict on world football's governing
body, arguing that a root-and-branch dissection of accounts is
essential in establishing the truth about suspect payments,
according to Mail Online.

The 72-year-old even suggested a name change would be required in
order for sponsors and supporters to have faith in FIFA following
the scandal, the report relays.

The report notes that FIFA has been in a state of disgrace since
several top executives were arrested in May during raids at the
luxury Zurich hotel, the Baur au Lac, prompted by an FBI
investigation.

President Sepp Blatter was made the subject of a Swiss
investigation in September for alleged criminal mismanagement,
while also being suspected of making a 'disloyal payment' worth
GBP1.35 million to UEFA chief Michel Platini, which has seen the
pair suspended for 90 days, the report relates.

More FIFA officials were arrested at the Baur au Lac, prompting
Dein to speak to BBC Radio 5 Live's Sportsweek, the report says.

The report discloses that Mr. Dein said: "FIFA needs to go into
administration."  "We will never find out what has gone wrong
unless that organisation has forensic accountants to find out
what's gone on in the last 10, 20 years.  That's No 1.
'That can only really come from the executive (the decision-making
body of FIFA), then it goes to Congress, to 209 countries, to be
voted upon. The likelihood of that is not easy," Mr. Dein added.

Mr. Dein, who was part of England's failed bid to stage the 2018
World Cup, said the elections for a new FIFA president would not
solve the problems, the report notes.

"In my opinion you have to start fresh, have a clean FIFA, call it
the World Football Organisation, World Football Association,
whatever you like, to give sponsors and fans a chance to get fresh
air into the operation.  It is tainted, it is broken beyond
repair," Mr. Dein added.


FINDEL: Investors Fear Mike Ashley is Plotting Company Closure
--------------------------------------------------------------
Simon Neville at independent.co.uk reports that investors in the
online sports and gifts retailer Findel are worried that Sports
Direct might prompt the company towards administration if it
appoints a representative to the board.

Mike Ashley's Sports Direct bought a stake in Findel last month,
and has called for Benjamin Gardener to be made a non-executive
director, according to independent.co.uk.   The report notes that
Mr. Gardener was previously at Sports Direct's fashion chain USC,
which went into administration in January, giving staff 15
minutes' notice.  Sports Direct bought the company from itself,
leaving USC debt-free.

The report recalls that Schroders and Toscafund sold Sports Direct
a 19 per cent stake from their Findel shareholdings -- while
remaining significant shareholders -- with the hope that either
Findel would sell Mr. Ashley its online sports retail division
Kitbag, or the businessman would work his magic on improving
Findel's prospects.

However, since it was revealed that Sports Direct wants to install
Mr. Gardener on to the board, investors are thought to have become
concerned that the plan could involve pushing the company into
administration through boardroom influence, leaving Mr. Ashley the
chance to buy Findel from administrators debt-free, the report
discloses.

The only cost to Sports Direct in such a case would be the share
purchase recently made, as the shares would become worthless, the
report says.  But other shareholders would also see their stakes
worth nothing, the report relays.

The shareholders Toscafund, Schroders and River & Mercantile, with
a combined 43.9 per cent stake in Findel, have agreed to vote
against the appointment of Mr. Gardener.

The report notes that an investment source said: "Investors are
worried about Ashley's intentions.  He has form when it comes to
these sorts of deals."

Schroders' fund manager Andy Brough is thought to be particularly
worried because he has been a long-standing friend of Mr. Ashley
and knows his aggressive tactics, the report relays.

The report discloses that Mr. Brough was a major investor in
Sports Direct through Schroders at the time of its listing in
2007, although the pair are thought to have fallen out over the
Findel deal.

Findel investors are said to be recalling Mr. Ashley's alleged
involvement in JJB Sports, when he lent the chairman GBP1.5
million, the report notes.  Former Chief Executive Mr. Ronnie led
JJB to the verge of collapse, and was later jailed for fraud, but
was forced to deny he was Mr. Ashley's puppet, the report
discloses.

JJB's eventual failure in 2012 benefited Sports Direct as it won
former customers and bought parts of JJB from administrators at a
knockdown price, the report notes.

More recently, Sports Direct was accused of intimidating the
founder of Direct Golf, John Andrew, the report relays.   Mr.
Andrew was reportedly removed as director without being informed,
had the office locks changed while he was out meeting lawyers, and
had winding-up orders filed against his firm by Mr. Ashley, in an
attempt to take control of the business, the report adds.


IDEX: OHM UK Seeks Investor Following Liquidation
-------------------------------------------------
Daniel Gumble at MIPRO reports that IDEX, one of the key
manufacturing companies behind MI and pro audio speaker firm Ohm
UK, has gone into liquidation.

As a result of IDEX's liquidation, Ohm UK is now seeking a major
investor to help secure the future of the company.

MIPRO's source also revealed that corporate issues resulting from
mis-sold products from China have caused serious problems,
resulting in losses worth millions of pounds.

"We have recently been stung by our China operation," MIPRO quotes
an unnamed Ohm UK source as saying.  "They have successfully
secured the Ohm iP in that region.  This has created huge
corporate issues, as well as losses in the millions from mis-sold
product out of China factories, claiming to be made in Britain by
Ohm.  We are proud to still be manufacturing our products here in
the UK.  We feel that's what makes Ohm UK great."

It is as yet unknown how these developments will affect Ohm UK
staff, although a company source has informed MI Pro that none of
Ohm's other manufacturing operations are affected.


MULCAIR: In Administration, 50 Jobs Affected
---------------------------------------------
BBC News reports that Mulcair is going into voluntary
administration, resulting in 50 workers losing their jobs.

Mulcair told staff on Dec. 8 about the move, BBC relays.

Recent high-profile projects for the company included building a
bridge to replace Pont Briwet across the River Dwyryd and a Welsh
Water scheme to alleviate flooding in Deeside, BBC discloses.

Mulcair is a civil engineering company based in Caernarfon.


ODEON & UCI: Moody's Affirms B3 CFR & Changes Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has changed the outlook on Odeon & UCI
Bond Midco Limited's ratings to stable from negative.
Concurrently, Moody's has affirmed the company's B3 corporate
family rating, the B3-PD probability of default rating (PDR), the
B3 rating on the 2018 senior secured notes issued at Odeon & UCI
Finco plc and the Ba3 rating on the 2017 revolving credit facility
issued at Odeon & UCI Bond Midco Limited.

The stabilization of Odeon's outlook reflects the strong growth in
admission levels with the company reporting a +13.4% rise in sold
tickets in the first nine months of 2015.  The stable outlook also
reflects the stabilization of the Spanish operations and the
exceptional booking and pre-booking activities in Q4 2015 on the
back of strong releases in that quarter and the positive market
share trend of the company.

Given the high operating leverage of the company, the sharp
increase in admissions has led to EBITDA growth of 107% in the 9
months to September 2015 compared to the same period last year.
The company's continued focus on costs as well as its pricing
strategy saw Odeon's EBITDA margin increase to 9.3% from 5.2%
during the same period.

Moody's expects Odeon's full year 2015 EBITDA margin to be above
11% on the back of strong paid attendance which may surpass the
record level of 82.3 million achieved by the company in 2012.
Moody's expects the company's EBITDA margin to remain above 10% in
2016 as next year also benefits from a good slate - although
Moody's do not expect admissions to beat the exceptional 2015
numbers.

RATINGS RATIONALE

Odeon's B3 CFR reflects (i) the high Moody's adjusted Debt/EBITDA
ratio which we estimate between 7x and 8x (based on our
assumptions on the company's total future non-cancellable lease
commitments which are not reported under UK GAAP) at the end of
September 2015 (ii) the historically negative free cash flow of
the company which limited Odeon's ability to invest in cinema
upgrades (iii) the inherent volatility of the industry which
relies on studios' ability to deliver robust movie slates; and
(iv) Odeon's exposure to Spain, which remains one of the weaker
European cinema markets.

The CFR also reflects (i) the company's solid business profile as
one of the largest multiplex operators in Europe; (ii) the good
geographic diversity of its operations and revenues; and (iii) the
expectations that performance and leverage will remain within
rating guidance in the next 12 months.

The stable outlook reflects Moody's expectation that admissions
will remain good in 2016 -- albeit not as strong as 2015 - given
the promising movie slate scheduled for that year.  The outlook
also assumes that Odeon's Spanish operations will continue to
recover.

Odeon's liquidity is adequate supported by the company's cash
balance (GBP11.9 million at September 2015) and the covenant-free
GBP90 million committed RCF (of which GBP53.7 million was
available at the end of September 2015, as the company had used
GBP21.3 million in cash drawings and GBP16.6 million for letters
of credit).  The liquidity is however exposed to very high swings
in working capital as the company receives cash on sale of tickets
and pays out studios and distributors on terms.  Typically, the
largest swing is between the fourth quarter and following
financial year's first quarter.  Moody's also notes that the RCF
matures in May 2017 and the current ratings and outlook assume
that the company will renew this facility well in advance of that
date.

What Could Change the Rating - Up

Positive pressure on the ratings could evolve over time following
the company's success in improving operating profitability,
leading to a reduction in financial leverage to below 4.5x (as
calculated under the current leases adjustment of 4x annual lease
expense) on a sustainable basis.

What Could Change the Rating - Down

Moody's could downgrade the company's ratings further if (1)
leverage trends toward 5.5x debt/EBITDA (as calculated under the
current leases adjustment of 4x annual lease expense); (2) it
fails to generate positive free cash flow on a sustained basis; or
(3) if Odeon's EBITDA margin were to deteriorate below 10%.

Other Considerations

Odeon reports its accounts under UK GAAP which does not require
disclosure of total future non-cancellable lease commitments.  As
such, our adjustment for the company's operating leases on its
theatres has to rely on a multiple of the current lease expense
(set at 4x as per Moody's Business & Consumer Service Industry
Methodology) rather than an estimate of the net present value of
the leases.  Given the size of the property portfolio and the fact
the majority of the leases are in the UK where such contracts are
lengthy and difficult to break away from, we believe that
capitalizing leases at a 4x multiple materially understates the
liability adjustment and that the company's adjusted leverage,
were leases disclosed, would be at least 2x higher than it is
under the current computation.  The current B3 rating incorporates
our assumption on the realistic value of the lease adjustment
rather than the adjusted leverage derived based solely on the
reported UK GAAP financials.

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

Headquartered in London, Odeon is the largest Pan-European cinema
operator with leading positions in UK, Italy and Spain.  As of end
September 2015, Odeon operated 240 cinemas and 2,223 screens
across seven countries (UK, Spain, Italy, Germany, Ireland,
Portugal and Austria).  Odeon has grown through acquisitions and
has established a long-term track-record of integrating smaller
operators.  Odeon is 100% owned by private equity Terra Firma,
which acquired Odeon in September 2004 and subsequently combined
it with United Cinemas International in October 2004.

As of September 2015, the company reported LTM revenue of GBP702
million and EBITDA of GBP77 million.



                            *********

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
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Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
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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
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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.


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

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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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