TCREUR_Public/160115.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

           Friday, January 15, 2016, Vol. 16, No. 010


                            Headlines


I T A L Y

VENETO BANCA: DBRS Confirms 'BB/R-4' Ratings


G R E E C E

GREECE: Won't Give Up Fight Against Creditors' Austerity Demands


N E T H E R L A N D S

METINVEST BV: Files Ch. 15 Petition, Jan. 27 Scheme Meeting Set
METINVEST BV: Chapter 15 Case Summary


P O R T U G A L

NOVO BANCO: ISDA Fails to Reach Decision on Credit Event


T U R K E Y

* TURKEY: Exporters Face Bankruptcy Threat Due to Russian Ban


U N I T E D   K I N G D O M

ANNINGTON HOMES: S&P Affirms 'CCC+' Rating on 2023 PIK Notes
NORTEL NETWORKS: Creditors Aim to Resolve Bankruptcy Dispute
TAURUS CMBS 2006-2: Fitch Affirms 'Dsf' Ratings on 3 Note Classes
VEDANTA RESOURCES: Tender Offer No Impact on Moody's Ba2 CFR
* UK: Business Distress Level Hit New Record Low, R3 Says


X X X X X X X X

* BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power


                            *********



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I T A L Y
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VENETO BANCA: DBRS Confirms 'BB/R-4' Ratings
--------------------------------------------
DBRS Ratings Limited confirmed the BB/R-4 ratings of Veneto Banca
SpA (Veneto Banca or the Bank). This concludes the rating review
on the Bank, originally initiated on March 4, 2015. The Senior
Long-Term Debt and Deposit Ratings were confirmed at BB, with a
Negative Trend, and the Short-Term Debt and Deposits Rating was
confirmed at R-4 with a Stable Trend. Concurrently, DBRS
maintained the Bank's Intrinsic Assessment (IA) at BB and the
support assessment at SA3. The rating action follows an updated
analysis of the Bank's credit fundamentals and restructuring
process.

On March 04, 2015, DBRS placed Veneto Banca's ratings Under
Review with Negative Implications to reflect the risk to Bank's
creditworthiness linked to the investigation launched by the
Public Prosecutor's Office on Veneto Banca's management team. The
review period was extended in August 2015 to also reflect the
investigations by the European Central Bank (ECB) into the Bank's
corporate governance, internal systems and capital, as well as
the Bank's pending 1H15 results and any potential negative impact
this could have on the capital position.

The rating action, including the confirmation of the Intrinsic
Assessment at BB, takes into account the progress made by the
Bank in converting into a joint stock-company, which was approved
in December 2015, as well as DBRS' expectation that Veneto Banca
will be able to complete its planned capital increase.

Veneto Banca plans to issue EUR1 billion in additional equity as
part of its public listing, targeted for April 2016, and has
secured a pre-underwriting agreement from a consortium of ten
major financial institutions. Execution risk remains, but DBRS
considers the Bank and its shareholders are committed to the
capital raise. Completion of the capital plan is needed for
Veneto Banca to be compliant with the European Central Bank's
(ECB) capital thresholds. At September 2015, Veneto Banca
reported a Common Equity Tier 1 (CET1) ratio of 7.1%, which is
well below the 10.0% minimum set by the ECB under the SREP
process. DBRS notes that the ECB SREP requirement will increase
to 10.25% from June 2016.

Despite the capital plan, Veneto Banca remains challenged on a
number of fronts. The IA of BB takes into account the Bank's
still poor earnings, weak asset quality profile, as well as
ongoing reputational and litigation risks. At September 2015,
Veneto Banca's impaired lending ratio increased to 26.1% of total
gross loans, which compares unfavorably with the average for the
peer group. At the same time, coverage ratios remain modest and
will need to be addressed via further provisions. This will
continue to add pressure to the Bank's earnings. The Negative
Trend reflects these issues, as well as the additional risks to
Veneto Banca's reputation and capital stemming from the pending
investigations by the ECB and Consob.

A successful execution of the Bank's public listing and capital
increase together with a favorable outcome from the
investigations and a halt in the deteriorating asset quality
trend, could contribute to a stabilization of the Trend.
Additional negative rating pressure could, however, result if the
Bank is unable to complete its capital plan as a result of
additional findings by Consob and/or the ECB, or should Veneto
Banca's franchise and financials further deteriorate.



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


GREECE: Won't Give Up Fight Against Creditors' Austerity Demands
----------------------------------------------------------------
Nektaria Stamouli and Marcus Walker at The Wall Street Journal
report that Greece renewed its challenge to its creditors'
austerity demands on Jan. 12, with a key minister in the
government calling on Europe to let Greece meet its fiscal
targets mainly via economic growth, not belt-tightening.

In an interview with the Journal, Greek Labor Minister
George Katrougalos said the ruling left-wing Syriza party hasn't
given up its fight against austerity, despite a tactical retreat
last year, when Greece signed up to deeper fiscal retrenchment
under heavy pressure from creditors.

"We may have not won a battle, but the war goes on," the Journal
quotes Mr. Katrougalos as saying.  The 52-year-old lawyer, who is
handling the crucial task of reforming Greece's overstretched
pension system, vowed to resist further pension cuts, a step some
creditors see as unavoidable, the Journal notes.

The Greek government last week presented a proposed pension
reform that it hopes will satisfy both Syriza supporters and the
international creditors, the Journal relates.  The plan, drawn up
by Mr. Katrougalos, aims to save money mainly by unifying
Greece's fragmented pension funds, raising social-security
contributions and reducing future retirees' entitlements, while
protecting current pensioners' incomes, the Journal discloses.

According to the Journal, eurozone and IMF officials are
currently studying the proposal.  Some creditors, led by Germany
and the IMF, believe Greek pensions remain too generous for the
country's weak economy, despite repeated pension cuts in recent
years, the Journal states.

"For us, it's a red line not to reduce pensions for a 12th
consecutive time," Mr. Katrougalos, as cited by the Journal,
said, adding that average Greek pensions have already been cut by
around 40% under the country's international bailout programs
since 2010.  He said Greece is flexible about "the details" of
its pension proposal, the Journal relays.



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


METINVEST BV: Files Ch. 15 Petition, Jan. 27 Scheme Meeting Set
---------------------------------------------------------------
Matt Chiappardi at Law360 reports that reeling from the regional
conflict with Russia, Metinvest BV filed for Chapter 15
protection in Delaware on Jan. 13, looking to shield its assets
in the United States from creditors while it works on
restructuring more than US$2 billion in debt.

According to Bloomberg News' Robert Burnson, Metinvest is
struggling to repay borrowings amid a plunge in steel prices and
after a war in eastern Ukraine damaged many of its factories,
mines and transport facilities.

The company has asked to suspend some of the payments, including
on US$85 million of notes due on Jan. 31, as it works with
Rothschild on plans to restructure its US$3 billion of bonds and
loans, Bloomberg relates.

The case is In re Meinvest BV, 16-10105, U.S. Bankruptcy Court,
District of Delaware (Wilmington).

                          Scheme Meeting

Meanwhile, Cbonds reports that the High Court of England and
Wales ruled on Jan 13 to convene a Metinvest scheme meeting,
which is now scheduled for Jan 27.  The record date for the
meeting is set on Jan 22, Cbonds says.  The scheme creditors
consist of holders of US$1.125 billion of Notes and US$1.089
billion of PXF loans, Cbonds discloses.

At the same time, Metinvest is seeking to expand the jurisdiction
of the British Court to other countries, where it has registered
assets, Cbonds notes.  In its scheme announcement, the company
mentioned that the ruling of the British Court will be recognized
in the Netherlands, Cbonds states.

Metinvest BV is Ukraine's largest steelmaker.


METINVEST BV: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Svitlana Romanova

Chapter 15 Debtor: Metinvest B.V.
                   23 Alexanderstraat
                   The Hague
                   Netherlands

Chapter 15 Case No.: 16-10105

Type of Business: Mining and Steel

Chapter 15 Petition Date: January 13, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Laurie Selber Silverstein

Chapter 15 Petitioner's    Joseph M. Barry, Esq.
Counsel:                   YOUNG, CONAWAY, STARGATT & TAYLOR
                           1000 North King Street
                           Wilmington, DE 19801
                           Tel: 302-571-6600
                           Fax: 302-571-1253
                           Email: jbarry@ycst.com

                              - and -

                           Daniel Guyder, Esq.
                           Mark Nixdorf, Esq.
                           ALLEN & OVERY LLP
                           1221 Avenue of the Americas
                           New York, New York 10020
                           Tel: (212) 610-6300
                           Fax: (212) 610-6399
                           Email: daniel.guyder@allenovery.com
                                  mark.nixdorf@allenovery.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated



===============
P O R T U G A L
===============


NOVO BANCO: ISDA Fails to Reach Decision on Credit Event
--------------------------------------------------------
Katie Linsell and Tom Beardsworth at Bloomberg News report that
an industry group failed to reach a decision on whether credit-
default swaps insuring Novo Banco SA debt should pay out,
triggering an external review.

According to Bloomberg, the International Swaps & Derivatives
Association said in a statement on Jan. 12 a committee of 15
dealers and money managers was unable to agree on whether a
governmental intervention credit event had taken place at the
Portuguese lender.

Eleven committee members voted to say no event occurred, one
short of the 12 needed for a ruling, Bloomberg discloses.  The
other four members said an event had taken place, Bloomberg
notes.

An outside panel will now make a decision, marking only the third
time that an ISDA committee has been unable to agree on whether
derivatives insuring debt should be triggered, Bloomberg states.
The arbitrators will determine the fate of contracts covering a
net US$428 million of Novo Banco debt, and decide the first test
of rules introduced in 2014 that were intended to boost
protection against losses imposed by governments or regulators,
Bloomberg relays.

The group, as cited by Bloomberg, said the ISDA committee was set
to reconvene on Jan. 13 at noon, London time, to discuss a
separate question regarding whether a succession event has
occurred at Novo Banco.

Headquartered in Lisbon, Novo Banco, S.A. provides various
financial products and services to private, corporate, and
institutional customers.

                         *     *     *

As reported in the Troubled Company Reporter-Europe on Jan. 6,
2016, Moody's Investors Service downgraded to Caa1 from B2 the
senior debt and long-term deposit ratings of Portugal's Novo
Banco, S.A. and its supported entities.  This follows the Bank of
Portugal's (BoP) announcement on Dec. 29, 2015, that it had
approved the recapitalization of Novo Banco by transferring
EUR1,985 million of senior debt back to Banco Espirito Santo,
S.A. (BES unrated).  Moody's said the outlook on Novo Banco's
deposit and senior debt ratings is now developing.

The rating agency also downgraded to C from B2 (on review for
downgrade) the rating on Novo Banco's senior debt securities
transferred to BES (ISINs PTBEQBOM0010, PTBENIOM0016,
PTBENJOM0015, PTBENKOM0012 and PTBEQKOM0019).  Subsequently,
Moody's will withdraw the ratings on these senior bonds.  The
downgrade and withdrawal have been triggered by the transfer of
these senior debt instruments to BES, a bank which is being
liquidated and for which the BoP has asked the European Central
Bank (ECB) to revoke its banking license.

At the same time, Moody's downgraded to B2(cr) from B1(cr)
Novo Banco's counterparty risk assessment (CRA) and affirmed its
short-term deposit and senior debt ratings at Not-Prime and
short-term CRA at Not Prime(cr).  Novo Banco's baseline credit
assessment (BCA) was also confirmed at caa2.

This rating action concludes the review for downgrade on Novo
Banco's ratings, which was initiated on Nov. 18, 2015.

Novo Banco's Ba1 rated senior bonds, which are guaranteed by the
Republic of Portugal (Ba1 stable), are unaffected by the rating
action.



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


* TURKEY: Exporters Face Bankruptcy Threat Due to Russian Ban
-------------------------------------------------------------
Fresh Plaza, citing Today's Zaman, reports that Turkish companies
devoted to the wholesale distribution of fruit and vegetables
have started going bankrupt because of the restrictive measures
imposed by Russia, which came into force as of Jan. 1.

According to Fresh Plaza, the most affected firms have been those
based in the province of Antalya.  According to the information
provided, exporters will be suffering a difficult winter.

Exporter Ali Jandik told Today's Zaman ". . . wholesalers in
Antalya have suffered great damage.  There are those who are
quitting the business and trucks are returning.  As a result of
the crisis, we had to go to the local market, but we do not know
for how long many of us will survive," Fresh Plaza relates.

"At the moment, the Turkish economy has not many reasons for
optimism; exports in 2015 have declined by 8.4 percent, and in
2016, due to the impact of the Russian sanctions, export volumes
will continue to decline, and even faster," Fresh Plaza quotes
Asia Times as saying.



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


ANNINGTON HOMES: S&P Affirms 'CCC+' Rating on 2023 PIK Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCC+' issue rating on U.K. residential real estate holding
company Annington Homes' payment in kind (PIK) notes, maturing in
2023, issued by Annington Finance No. 5.

The recovery rating on the PIK notes remains unchanged at '3',
indicating S&P's expectation of recovery prospects at the higher
end of the 50%-70% range in the event of default.

Annington's expected GBP171 million payments of accrued interests
under the PIK notes will reduce their outstanding amount to
GBP591 million by Jan. 18, 2016.  S&P's recovery rating reflects
that it expects Annington to raise more debt on a hypothetical
path to default, given that the PIK notes' legal documentation
allows the company to raise an additional GBP250 million of
securitized debt.

S&P's hypothetical default scenario assumes a severe recession in
the U.K combined with the release of a significant number of
properties by the Ministry of Defence (MoD).  S&P assumes that
Annington would not be able to sell or rent the newly released
properties quickly enough to prevent a payment default under the
securitization.

S&P uses a discrete asset valuation approach to value Annington
at default.  S&P's property valuation is based on both the
"vacant possession" and the "open market" values.  S&P's
distressed scenario assumes a 40% haircut in addition to a
reduction in the size of Annington's property portfolio.  In
S&P's view, recovery prospects could vary widely depending on the
amount of properties released by the MoD and U.K. housing market
conditions.

The long-term 'CCC+' corporate credit rating on Annington is not
affected by the redemption payments on the PIK notes, which will
be funded by a new note issuance to be provided by a group of
investors comprising the existing Terra Firma Opportunities Fund
1, L.P. investors.  S&P understands that this note issuance will
be subordinated to all Annington's existing debt, including the
PIK notes issued by Annington Finance No. 5, and will accrue at a
PIK rate of 11% a year.  Under S&P's criteria, it would treat
this note issuance as debt.  Therefore, the PIK notes' redemption
payments do not affect S&P's 'CCC+' corporate credit rating on
Annington, given that it is neutral in terms of total leverage.
S&P still views the overall debt structure of Annington as
unsustainable over the long term.

Simulated default and valuation assumptions:

   -- Year of default: 2018
   -- Jurisdiction: U.K.

Simplified waterfall:

   -- Gross assets value at default: GBP3,428 million
   -- Administrative costs: GBP308 million
   -- Net value available to creditors: GBP3,120 million
   -- Priority claims: GBP484 million
   -- Secured debt claims: GBP2,141 million*
   -- PIK debt claims: GBP750 million
      -- Recovery expectation: 50%-70% (upper end of the range)

* All debt amounts include six months' prepetition interest.


NORTEL NETWORKS: Creditors Aim to Resolve Bankruptcy Dispute
------------------------------------------------------------
Steven Church at Bloomberg News reports that Nortel Networks
Corp.'s warring creditors was scheduled to meet in New York on
Jan. 14 seeking to end a standoff that has kept pensioners and
bondholders waiting to divvy up US$7.3 billion in the defunct
telecommunications company's seven-year bankruptcy.

According to Bloomberg, people familiar with the negotiations
said the goal is to resolve court appeals in the U.S. and Canada
so the money, most of which was raised in one of the most
successful patent auctions in the U.S., can be distributed.

Nortel retirees in Canada and the U.K. have been fighting with
U.S. bondholders over how to divide the cash, raised when
Nortel's U.S. unit sold a bundle of patents in 2011 to a group
that included Microsoft Corp., Apple Inc. and Sony Corp.,
Bloomberg relays.

In May, judges in the U.S. and Canada ruled that the money should
be split on a proportional basis once claims against the Canadian
company are resolved, Bloomberg recounts.

That order has since been tied up by appeals, making it
impossible for any money to flow even though Nortel has sold all
of its assets and has no business left to conduct, Bloomberg
notes.

The May ruling was meant to resolve the last major legal dispute
in separate bankruptcy cases filed in 2009 by Nortel's biggest
units in the U.S., Canada and France, Bloomberg discloses.

Nortel's sale of the patents sparked a dispute among its units in
Canada; the U.S., which is home to its most profitable
operations; and Europe, where a U.K. pension plan covered 36,000
former workers, Bloomberg states.

In total, the fight pits 56,000 retirees from the company's U.K.
and Canada units against each other and U.S. bondholders, who had
sought to collect as much as US$1 billion in interest, Bloomberg
says.

The judges ruled that the money should be divided based on the
debt each of the three major Nortel entities faces after all of
the claims have been resolved, Bloomberg recounts.

For now, the cash is being held in trust, Bloomberg notes.  It
can't be released without approval from courts in Canada and the
U.S., as well as the three bankrupt entities in those countries
and the U.K., according to Bloomberg.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel
did Networks Limited was the principal direct operating
subsidiary of Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate
parent Nortel Networks Corporation, NNI's direct corporate parent
Nortel Networks Limited and certain of their Canadian affiliates
Commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian
Nortel Group.  That same day, the Monitor sought recognition of
the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del.
Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control
of individuals from Ernst & Young LLP.  Other Nortel affiliates
have commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of
secondary proceedings in respect of Nortel Networks S.A.  On
June 8, 2009, Nortel Networks UK Limited filed petitions in U.S.
Bankruptcy Court for recognition of the English Proceedings as
foreign main proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11
and 15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq.,
at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware,
serves as Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel;
Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.
The deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment
on secured claims with other distributions going in accordance
with the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
The Ontario Superior Court of Justice in Toronto and Judge Kevin
Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on
the outcome: a modified pro rata split of the money.


TAURUS CMBS 2006-2: Fitch Affirms 'Dsf' Ratings on 3 Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed Taurus CMBS (UK) 2006-2 plc as:

  GBP111.7 mil. class A (XS0271522103) affirmed at 'BBsf' Outlook
   Stable

  GBP18.6 mil. class B (XS0271523259) affirmed at 'Dsf', Recovery
   Estimate (RE) 80%

  GBP0 mil. class C (XS0271523846) affirmed at 'Dsf'; RE0%

  GBP0 mil. class D (XS0271524653) affirmed at 'Dsf'; RE0%

The transaction closed in 2006 and was originally a
securitization of eight commercial mortgage loans with an
aggregate loan balance of GBP447.67 million.  The collateral
comprised 157 properties located throughout England, Scotland,
Wales and Northern Ireland.

KEY RATING DRIVERS

The affirmation is driven by the overall stable performance of
the Mapeley STEPS loan and by the repayment in full of the Dundee
loan.

Since Fitch's last rating action in January 2015, the Mapeley
STEPS loan repaid by GBP3.5 million (GBP2.9 million of net
disposal proceeds and GBP548,000 of cash sweep).  The interest
coverage ratio (ICR) has decreased to 1.42x currently from 3.5x
at the January 2015 interest payment date (IPD), although this
reported measure is skewed by disposal proceeds, which were high
during 2H14.  Fitch understands that interest coverage relies not
only on underlying contract and related income, but also on
Mapeley's management of vacated properties, including timing of
refurbishment and subsequent sale.

Following the disposal of seven vacated assets in the last 21
months, the freehold collateral comprises 77 properties
(predominantly offices).  Apart from a small number of properties
vacated, these freehold properties are occupied by HM Revenue and
Customs, a UK government entity rated 'AA+'/Stable.

This arrangement is subject to a service contract expiring in
April 2021, under which for an upfront payment of GBP220 million,
HMRC transferred the ownership and management of most of its
freehold estate to Mapeley as well as rental liabilities arising
from other leased space.  In exchange, Mapeley negotiated for
itself a 20-year stream of income (not rent) from HMRC, as well
as the future vacant possession value (VPV) of the freehold
portfolio.

Broadly speaking, the securitized loan is serviced from the
spread between these two legs of the contract as well as any net
disposal income from vacated space.  While this means that
interest coverage is variable, Mapeley has been able to meet debt
service since 2001 under similar conditions, including by
disposing of vacated assets.  With current loan to VPV of 68%,
Fitch believes Mapeley is motivated by its equity in the VPV (the
bulk of which it can only realise in 2021) to continue to manage
its operations to meet debt service, supporting today's
affirmation.

RATING SENSITIVITIES

If the loan defaults during its term, and while Fitch does not
expect this to automatically lead to the termination of the
contract, accumulation of unpaid interest alongside swap breakage
costs could increase LTVPV in 2021 to a level that is not
consistent with the ratings, and therefore prompt a downgrade.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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

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

Overall and together with the assumptions referred to above,
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.


VEDANTA RESOURCES: Tender Offer No Impact on Moody's Ba2 CFR
------------------------------------------------------------
Moody's Investors Service said that Vedanta Resources' tender
offer on its convertible bond maturing in July 2016 is unlikely
to be treated as a distressed exchange.

However, Moody's final treatment of the offer will depend on the
settlement price, which will become known when the offer closes
on January 18.

Vedanta Resources plc's Ba2 corporate family rating and B1 senior
unsecured rating, as well as the negative ratings outlook, are
unaffected by the offer.

On January 11, 2016, Vedanta Resources announced an offer to
repurchase for cash up to US$500 million of its outstanding
$1.134 billion convertible bonds due July 2016.

The offer impacts only around 3% of Vedanta Resources' total
outstanding debt.

The offer will be conducted as a modified Dutch auction and it
allows the company to increase or decrease the offer amount.

The tender offer will be funded from the term loan raised at
Vedanta Resources PLC and the funds received through the part
repayment of an intercompany loan by Vedanta Ltd.

"Moody's is likely to view the contemplated deal as an
opportunistic buyback since the issue of default avoidance is
currently unclear, pending the emergence of clarity on the
purchase price" says Kaustubh Chaubal, a Moody's Vice President
and Senior Analyst.

"However, a distressed exchange could materialize if the note-
holder losses exceed current expectations, estimated based on
current market prices," adds Mr. Chaubal, who is also Moody's
lead analyst for Vedanta Resources.

"While Vedanta Resources has not stated any intention on further
buybacks, additional discounted note repurchases may be treated
as a distressed exchange when viewed in combination with the
current proposed transaction," says Mr. Chaubal.

Moody's definition of distressed exchanges, which we consider a
default, captures cumulative losses for investors.

Although this offer does not affect Vedanta Resources' ratings,
the persistent weakening in energy and metals prices since
November 2015 has increased negative pressure on the ratings.

Headquartered in London, Vedanta Resources plc is a diversified
resources company with interests mainly in India. Its main
operations are held by Vedanta Ltd, a 62.9%-owned subsidiary
which produces zinc, lead, silver, aluminum, iron ore and power.

In December 2011, Vedanta Resources acquired control, of Cairn
India Ltd (CIL), an independent oil exploration and production
company in India, which is a 59.9%-owned subsidiary of Vedanta
Ltd.

On June 14 2015, Vedanta Ltd announced the proposed merger of CIL
with itself, in a cash-less all-stock transaction, subject to
approvals. If the merger goes through as announced, Vedanta
Resources' shareholding in Vedanta Ltd will decline to 50.1%.

Listed on the London Stock Exchange, Vedanta Resources is 69.8%
owned by Volcan Investments Ltd. For the year ended March 2015,
Vedanta Resources reported revenues of US$12.9 billion and EBITDA
of US$3.7 billion.


* UK: Business Distress Level Hit New Record Low, R3 Says
---------------------------------------------------------
The level of business distress in the UK has hit a new record
low, with just 17% of businesses reporting a key indicator of
distress, according to new research by insolvency trade body R3.

The finding represents a sizable fall in the level of distress
from the last survey in September (28%) and replaces the previous
record low of 24% from April 2015.  When the survey began in
March 2012, 64% of businesses were reporting indicators of
distress.

Several of the individual indicators of distress also reported
new record lows: regularly using maximum overdraft (6%), fallen
market share (5%) and decreased sales volumes (10%).  Decreased
profits (12%) and having to make redundancies (4%) were both
within two percentage points of their record lows.

Phillip Sykes, president of R3, says: "The level of businesses in
distress has plummeted since our survey began in 2012.  This
isn't surprising given the current state of the economy.  There
has been a reasonable level of growth in recent years and the
record low interest rates have facilitated high liquidity.

"Reductions in fuel prices may also have cross-subsidized cost
increases in other areas and assisted in keeping the pressure on
costs low.  These factors, combined with low inflation, are
easing the difficulties of businesses.

"It's particularly positive to see the drop in businesses
experiencing decreased sales volumes and profits.  Healthier
profitability will help businesses stay on top of their cash flow
and prevent over-reliance on credit."

"However, the recent volatility in the stock market, driven by
worries over China, could be a sign that businesses might be in
for a bumpier 2016."

The long-running survey of UK businesses also found that growth
was at a new record high.  Sixty-nine percent of businesses
reported at least one indicator of growth, a marginal increase
from the previous high (68%) in April 2015.

Phillip Sykes continues: "While it's positive to see the
proportion of those experiencing at least one indicator is at an
all-time high, the results suggest that fewer firms are seeing
multiple signs of growth.  Many businesses underwent a period of
rapid growth in recent years, but now have started to reach a
plateau."

           Smaller businesses lag behind big business

Eighty-seven percent of large companies (those with 251+
employees) are experiencing indicators of growth, compared to 60%
of sole traders.

Mr. Sykes adds: "Large companies continue to experience more
signs of growth than their small counterparts, and the gap has
widened since the last survey.

"It will be interesting to see the impact incoming legislation,
such as auto-enrolment and the introduction of a National Living
Wage, will have on companies.  The changes will be a much heavier
burden for smaller businesses to bear, so we may see this
disparity grow further."


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


* BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
--------------------------------------------------------------
Author: Arthur Fleischer, Jr.,
Geoffrey C. Hazard, Jr., and
Miriam Z. Klipper
Publisher: Beard Books
Softcover: 248 pages
List Price: $34.95
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrup
t

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The
guilty board members were ordered by the Court to pay "the
difference between the per share selling price and the 'real'
market value of the company's shares."

Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment. The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations. For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share. News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article. Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous. This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained
for.

It was more than board members had ever conceived was possible
without evidence of fraud or graft.

The three authors are all attorneys who have worked at the
highest levels of the legal field, business, and government.
Fleischer is the senior partner of the law firm Fried, Frank,
Harris, Schriver & Jacobson at the head of its mergers and
acquisitions department.

He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals
lay out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on
issues, processes, and decisions of critical importance to them.
Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix. Many other corporations and their
board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice.

In all of this, however, given the exceptional legal background
of the three authors, the book recurringly brings into the
picture the legalities applying to the activities and decisions
of board members and in many instances, court rulings on these.
Passages from court transcripts are occasionally recorded and
commented on.

Elsewhere, legal terms and concepts -- e. g., "gross on
attendance" -- are defined as much as they can be. In one place,
the authors discuss six levels of responsibility for board
members from "assure proper result" through negligence up to
fraud. Without being overly technical, the authors' legal
experience and guidance is continually in the forefront. Needless
to say, with this, BOARD GAMES is a work of importance to board
members and others with the responsibility of overseeing and
running corporations in the present-day, post-Enron business
environment where shareholders and government officials are
scrutinizing their behavior and decisions.


                            *********

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

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

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


                            *********


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

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

Copyright 2016.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *