TCREUR_Public/160225.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, February 25, 2016, Vol. 17, No. 039


                            Headlines


B U L G A R I A

CORPORATE COMMERCIAL: Bankruptcy Report Fails to Meet Second Goal


G E R M A N Y

WINDERMERE VII CMBS: S&P Lowers Rating on Cl. C Notes to 'CCC-'


I R E L A N D

BALLYBUNION GOLF: Faces Closure Following Refugee Rumor
LADBROKES PLC: Irish Unit Incurs GBP3.8MM in Examinership Costs


N E T H E R L A N D S

BRUCKNER CDO I: Moody's Raises Rating on Cl. D-1 Notes to Caa2
HALCYON STRUCTURED 2006-I: S&P Raises Rating on Cl. E Notes to B+
UNLIMITED SPORTS: Declared Bankrupt, Two Chains Attract Interest


S P A I N

CAIXABANK SA: Fitch Hikes LT Issuer Default Ratings to 'BB+'
CAIXABANK RMBS: DBRS Gives Prov. C Ratings to Series B Debt
* Moody's Changes Outlook on 14 Spanish Sub-Sovereigns to Stable


U N I T E D   K I N G D O M

KELDA FINANCE: Fitch Affirms 'BB' LT Issuer Default Rating
KEYDATA INVESTMENT: FCA Wants Ex-Directors' GBP650MM Claim Tossed
MOTIVE TELEVISION: To Appoint Administrators, Explores Options
TRITON PLC: S&P Lowers Rating on Class F Notes to 'D'


                            *********


===============
B U L G A R I A
===============


CORPORATE COMMERCIAL: Bankruptcy Report Fails to Meet Second Goal
-----------------------------------------------------------------
According to FOCUS News Agency, Radan Kanev, MP with the Reformist
Block, speaking with journalists at parliament, said, "The report
on the draining of Corporate Commercial Bank (CorpBank) does not
help the Prosecutor's Office to punish those responsible for the
bankruptcy of the bank".

"I am concerned over whether the report contains enough materials
also for the Prosecutor's Office.  It has two goals -- civil
proceedings to have the money restored and penal proceedings to
punish those responsible. The indirect impressions I gained are it
does not help [in attaining] the second goal," FOCUS News quotes
Mr. Kanev as saying.

Corporate Commercial Bank AD is the fourth largest bank in
Bulgaria in terms of assets, third in terms of net profit, and
first in terms of deposit growth.

Bulgaria's central bank placed Corpbank under its administration
and suspended shareholders' rights in June 2014 after a run
drained the bank of cash to meet client demands.



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


WINDERMERE VII CMBS: S&P Lowers Rating on Cl. C Notes to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Windermere VII CMBS PLC's class B and C notes.  At the same time,
S&P has affirmed its ratings on the class D, E, and F notes.

The rating actions follow S&P's review of the two remaining loans
in this transaction in light of the transaction's April 22, 2016,
legal final maturity date.  Both loans are in special servicing.

                 ADDUCTOR LOAN (71.8% OF THE POOL)

The loan has a securitized balance of EUR48.7 million with an
additional EUR1.8 million in capitalized unpaid interest.  The
loan transferred into special servicing in July 2012 after failing
to repay at its scheduled maturity date.  Thirteen mixed retail
and office properties in France secure the loan.

The borrowing entities are owned by a French holding company under
a restructuring procedure, which had a restructuring plan approved
by the court in July 2014.  Part of the plan involved the
repayment of the Adductor loan by the end of March 2015, but the
special servicer believes that this timeline has been extended.

Starting on the October 2015 interest payment date (IPD), the
special servicer has been able to seize part of the rental income
directly from the tenants, which has been used to pay debt service
on the loan.

The borrower had shown evidence that it was in discussions to
refinance the outstanding principal and that the option was
available until Dec. 18, 2015, subject to certain conditions.  It
has since been reported in the Feb. 8, 2016, investor report that
the borrower has failed to show evidence of the refinancing
completion.  Therefore, the special servicer is now considering
different options.

As of the February 2016 investor report, the servicer reported the
loan-to-value (LTV) ratio to be 71.0%.  This is based on a June
2012 valuation of EUR71.2 million.

S&P has assumed principal losses in its 'B' rating stress
scenario.

                 MULHEIM LOAN (28.2% OF THE POOL)

The loan has a securitized loan balance of EUR19.2 million.  The
loan transferred into special servicing in April 2011 after
failing to repay at its scheduled maturity date.

The underlying asset comprises an out-of-town office in Mulheim,
Germany.  The property is currently let in its entirety to GMG
mbH, which Deutsche Telekom AG wholly owns.  The lease expired on
June 30, 2015 and is on a six-monthly rolling basis where either
party can terminate.  The tenant is in the process of assessing
whether to extend the lease agreement.  The special servicer
estimates the feedback time to be three months.

The special servicer continues to retain surplus funds from the
property.  To date, EUR1.2 million is being held in account.

The LTV ratio is 220.3%, which is based on a March 2013 valuation
of EUR8.7 million.

S&P has assumed principal losses in its 'B' rating stress
scenario.

                         RATING RATIONALE

S&P's ratings address the timely payment of interest, payable
quarterly in arrears, and payment of principal no later than the
legal final maturity date in April 22, 2016.

With only two months remaining until legal final maturity, S&P
views the risk of payment default as at least a one-in-two
likelihood, given that the latest update the servicer provided
indicates that the workout of the two remaining loans may not
occur before legal final maturity.

S&P has therefore lowered to 'CCC (sf)' from 'BBB (sf)' and to
'CCC- (sf)' from 'BB (sf)' its ratings on the class B and C notes,
respectively.  S&P has also affirmed its 'CCC- (sf) rating on the
class D notes.  S&P believes that all of these notes face at least
a one-in-two likelihood of default, in accordance with S&P's
criteria.

The one notch difference between the class B notes and the class C
and D notes reflects S&P's opinion that collections may still be
made available on the next IPD to redeem the class B notes.

S&P has affirmed its 'D (sf)' ratings on the class E and F notes
because they have already defaulted on a prior IPD.

Windermere VII CMBS is a pan-European multi-loan commercial
mortgage-backed securities (CMBS) transaction that closed in May
2006 with a note balance of EUR782.25 million.  The underlying
pool initially comprised 12 loans secured on real estate assets in
Germany, France, Spain, and Sweden.

RATINGS LIST

Windermere VII CMBS PLC
EUR782.25 mil commercial mortgage-backed floating-rate notes

                                 Rating               Rating
Class            Identifier      To                   From
B                973224AD0       CCC (sf)             BBB (sf)
C                973224AE8       CCC- (sf)            BB (sf)
D                973224AF5       CCC- (sf)            CCC- (sf)
E                973224AG3       D (sf)               D (sf)
F                973224AH1       D (sf)               D (sf)



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


BALLYBUNION GOLF: Faces Closure Following Refugee Rumor
-------------------------------------------------------
Joe Leogue at Irish Examiner reports that Michael Carr, owner of
the Ballybunion Golf Hotel, on Feb. 23 announced that the hotel is
set to close with the loss of some 80 jobs.

According to Irish Examiner, in a statement on the hotel's
Facebook page, management blamed "a lack of Failte Ireland support
and no independent tourism organization in Ballybunion" as the
main reason for the hotel closure.

However, the statement further claimed the hotel was "also the
subject of false information put out last December" by local
political representatives, Irish Examiner relates.  Speaking to
the Irish Examiner, Mr. Carr said the "false information" related
to speculation that the hotel was to host hundreds of refugees in
its winter season.

He said the speculation had an adverse impact on his business,
that bookings "completely collapsed" as a result, and that he
suffered threats following the claims, Irish Examiner relays.

Management say the contents of the hotel will be sold off over the
next four weeks, and private viewings will be held ahead of a
private auction on March 26, Irish Examiner discloses.

Ballybunion Golf Hotel is located in Kerry.


LADBROKES PLC: Irish Unit Incurs GBP3.8MM in Examinership Costs
---------------------------------------------------------------
John Mulligan at Irish Independent reports that Ladbrokes said its
Irish operations returned to profitability in the second half of
2015, following an examinership process last year that saw the
group shut 53 of its 196 outlets here.

The company said it incurred GBP3.8 million (EUR4.8 million) in
legal and redundancy costs related to the examinership, Irish
Independent relates.

According to Irish Independent, Ladbrokes on Feb. 23 said it also
shouldered an additional GBP6.4 million (EUR8.1 million)
exceptional charge that was mostly related to the Irish
examinership, while the closure of the Irish shops also resulted
in a GBP39.7 million (EUR50.7 million) non-cash impairment charge.

Ladbrokes is a London-listed bookmaker.



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


BRUCKNER CDO I: Moody's Raises Rating on Cl. D-1 Notes to Caa2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on these notes
issued by Bruckner CDO I B.V.:

  EUR10.25 mil. (Current balance outstanding: EUR 0.21 mil.)
   Class B Secured Floating Rate Notes, Upgraded to Aaa (sf);
   previously on Aug. 24, 2015, Upgraded to Baa1 (sf)

  EUR4.6 mil. Class C-1 Deferrable Interest Secured Floating Rate
   Notes, Upgraded to Aaa (sf); previously on Aug. 24, 2015,
   Upgraded to B2 (sf)

  EUR1.15 mil. Class C-2 Deferrable Interest Secured Fixed Rate
   Notes, Upgraded to Aaa (sf); previously on Aug. 24, 2015,
   Upgraded to B2 (sf)

  EUR2.6 mil. (Current balance outstanding: EUR 3.04 mil.) Class
   D-1 Deferrable Interest Secured Floating Rate Notes, Upgraded
   to Caa2 (sf); previously on Aug. 24, 2015, Affirmed Ca (sf)

  EUR8.4 mil. (Current balance outstanding: EUR 11.14 mil.) Class
   D-2 Deferrable Interest Secured Fixed Rate Notes, Upgraded to
   Caa2 (sf); previously on Aug. 24, 2015, Affirmed Ca (sf)

Moody's also affirmed the ratings on these combination notes
issued by Bruckner CDO I B.V.:

  EUR6.3 mil. (Current rated balance: EUR 6.6 mil.) Class Q
   Combination Notes, Affirmed Ca (sf); previously on Aug. 24,
   2015, Affirmed Ca (sf)

  EUR7 mil. (Current rated balance: EUR 7.9 mil.) Class R
   Combination Notes, Affirmed Ca (sf); previously on Aug. 24,
   2015, Affirmed Ca (sf)

This transaction is a managed cash CDO of European Structured
Finance ("SF") assets, with exposure to Prime RMBS, CLO, SME and
ABS consumer.  The portfolio is managed by Deutsche Asset & Wealth
Mgmt Int'l GmbH.  The transaction's reinvestment period ended on
29 December 2009.

                         RATINGS RATIONALE

The rating action on the notes is primarily a result of
deleveraging driven by asset sales and principal repayments and
the subsequent improvement in over-collateralization (OC) since
the last payment date.  On December 2015 payment date the Class
A2-1 and A2-2 were paid EUR14 million or 37.6% of their original
balance and Class B was paid 10.1 million or 98% of its original
balance.  Furthermore another EUR9 million of assets have repaid
following the December 2015 payment date which proceeds will be
used at the next payment date in June 2016 to pay in full Class B,
Class C-1 and Class C-2 notes and partially redeem Class D notes.
Class D notes final payment will depend on the performance of the
Caa rated assets in the underlying portfolio since the full
repayment of assets rated B3 and above would only be sufficient to
recover approximately 85% of the current principal balance of
Class D.  Current rating of Class D reflects this risk.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in July 2015.

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

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively affect the
ratings on the notes, in light of 1) uncertainty about credit
conditions in the general economy 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to or because of embedded ambiguities.

Additional uncertainty about performance is due to:

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

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

No cash flow analysis, sensitivity or stress scenarios have been
conducted as these rating actions are based on the current
asset -- liability coverage calculation and qualitative
considerations.

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


HALCYON STRUCTURED 2006-I: S&P Raises Rating on Cl. E Notes to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Halcyon Structured Asset Management European CLO 2006-I B.V.'s
class D and E notes.

The upgrades follow S&P's analysis of the transaction's
performance and the application of its relevant criteria.

Since S&P's previous review on Jan. 29, 2015, the class B and C
notes have fully amortized.  As a result, the par coverage for the
class D and E notes has largely increased since S&P's previous
review.

S&P subjected the capital structure to its cash flow analysis to
determine the break-even default rate (BDR) for each class of
notes at each rating level.  The BDRs represent S&P's estimate of
the level of asset defaults that the notes can withstand and still
fully pay interest and principal to the noteholders.

S&P has estimated future defaults in the portfolio in each rating
scenario by applying its updated corporate collateralized debt
obligation (CDO) criteria.

S&P's analysis shows that the available credit enhancement for the
class D and E notes is now commensurate with higher ratings than
those previously assigned.  Therefore, S&P has raised its ratings
on these classes of notes.

Due to the large concentration of obligors in the portfolio
(currently 16, compared with 28 at S&P's previous review), the
application of S&P's largest obligor test, which is a supplemental
stress test that S&P outlines in its corporate CDO criteria,
capped S&P's rating on the class E notes at 'B+ (sf)'.

Halcyon Structured Asset Management European CLO 2006-I is a cash
flow collateralized loan obligation (CLO) transaction managed by
Halcyon Loan Investors LP.  A portfolio of loans to mainly
European speculative-grade corporate debt backs the transaction.
Halcyon Structured Asset Management European CLO 2006-I closed in
June 2006 and its reinvestment period ended in June 2011.

RATINGS LIST

Halcyon Structured Asset Management European CLO 2006-I B.V.
EUR400 mil secured floating-rate notes

                                   Rating          Rating
Class             Identifier       To              From
D                 40536MAC4        AAA (sf)        BB+ (sf)
E                 40536MAB6        B+ (sf)         B- (sf)


UNLIMITED SPORTS: Declared Bankrupt, Two Chains Attract Interest
----------------------------------------------------------------
DutchNews.nl, citing the Telegraaf, reports that there is a great
deal of interest in taking over the bankrupt shops of Perry Sport
and Aktiesport.

The parent company of the two chains applied for court protection
from creditors on Feb. 23 and they were later declared bankrupt,
DutchNews.nl relates.

According to DutchNews.nl, curator Toni van Hees told broadcaster
Nos that the first negotiations will begin next week.

"There are many interested parties," DutchNews.nl quotes Mr. van
Hees as saying. "There are some great shops among them, some of
which are profitable."

Parent group Unlimited Sports Group said on Feb. 23 it has been
affected by the bankruptcies of department store V&D and shoe
chain Scapino, where Perry and Aktiesport had dozens of shop-in-
shop operations, DutchNews.nl relays.

In total, USG has a workforce of around 800, DutchNews.nl
discloses.

Unlimited Sports Group B.V. -- http://www.usgbrands.com--
operates as a wholesaler and retailer of sports, outdoor, and
lifestyle products for men, woman, and children in Benelux.  It
offers sportswear, footwear, athletic apparel, skiwear,
snowboards, sports accessories, trekking supplies, and protective
technical gears.  Unlimited Sports Group B.V. was founded in 2006
and is based in Amsterdam, the Netherlands with a sourcing office
in Hong Kong.  The company has offices and showrooms in Europe.



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


CAIXABANK SA: Fitch Hikes LT Issuer Default Ratings to 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed CaixaBank, S.A. and Banco Popular
Espanol S.A.'s (Popular) ratings. The Outlooks on the banks' Long-
term Issuer Default Ratings (IDRs) are Positive. Fitch has also
affirmed the ratings of Caixabank's parent holding company,
Criteria Caixa, S.A., Unipersonal (Criteria) with a Positive
Outlook. At the same time, Fitch has upgraded Bankia, S.A.'s Long-
term IDR to 'BBB-' and its parent holding company, BFA, Tenedora
de Acciones, S.A.U. (BFA) to 'BB+'. Their Outlooks are Stable.

The rating actions follow a periodic review of the Fitch-rated
large domestic Spanish banks. All three banks' Long-term IDRs are
driven by their standalone financial strength as expressed by
their Viability Ratings (VR).

KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT

Caixabank

The affirmation of Caixabank's ratings largely reflects a
sustained decline in non-performing loans (NPLs) and some
reduction in its market risk exposure assuming the intragroup deal
with Criteria is completed in 2016. However, Fitch also notes that
the stock of problem assets (which include foreclosed assets) is
still high and risks related to remaining equity investments have
heightened in view of market volatility, putting pressure on
capital. Despite the latter, Caixabank's capitalization has proved
resilient thanks to reasonable internal capital generation and
balance sheet de-risking. Other factors supporting the bank's VR
include modest but resilient earnings and robust funding and
liquidity, largely aided by a leading and diversified domestic
franchise.

"The Positive Outlook reflects our view that there is upside
rating potential, largely tied to developments in Caixabank's
asset quality, risk appetite and capital."

"Over the past two years, Caixabank's credit risk profile has
benefited from a steady decline in NPLs (down 15.6% in 2015;
around 24% on a like-for-like basis for the integration of
Barclays Spain), a trend we expect to continue in 2016 on the back
of Spain's improved economy. However, foreclosed assets have
lagged the NPL trend and only stabilized in 2015. The problem
asset ratio improved to 11.1% at end-2015, but the total stock of
NPLs and foreclosed assets remains high by international
standards. At end-2015 the reserve coverage for NPLs was slightly
above the sector average at 55%.

"In our assessment of Caixabank's risk profile, we also take into
account the swap agreement between Caixabank and Criteria
announced in early December 2015 (see "Fitch: Caixabank To Reduce
Equity Risk Exposure after Transfer of Bank Stakes to Parent"
dated 9 December 2015 at www.fitchratings.com). Fitch considers
that Caixabank's overall risk profile will benefit from the
transfer of EUR2,651 million bank stakes to its parent, reducing
its exposure to market risk. Following the transaction, equity
investments will nevertheless still account for a significant 69%
of Fitch core capital (FCC) and primarily concentrated in two
large Spanish corporates, Telefonica SA (BBB+/Stable) and Repsol,
S.A. (BBB/Stable).

"At end-2015, Caixabank's fully loaded common equity Tier 1 (CET1)
and Fitch Core Capital (FCC) ratios were adequate for the bank's
rating and risk appetite at 11.6% and 12%, respectively. While the
swap transaction is neutral from a fully-loaded capital ratio
perspective, it is somewhat detrimental for FCC, which is our main
measurement of capital. We estimate that FCC will decline to 11.2%
after the swap transaction. Combined with the potential risk of
write-downs on equity stakes, particularly on Repsol, given market
volatility since the beginning of 2016 and the still relatively
high level of unreserved problem assets (90.8% of FCC at end-2015;
100% post swap agreement) this weighs on our assessment of capital
and on the bank's ratings. Positively, in 2015 Caixabank booked
provisions to cover any potential impact from the pending court
decision to remove interest rate floors with retroactivity rights
to May 2013.We believe that the bank benefits from financial
flexibility to generate capital internally or through further
asset de-risking if needed," Fitch said.

Caixabank's operating performance has been more resilient
throughout the domestic recession than most of its domestic peers
on the back of its strong and diversified national retail
franchise, which helped sustain sound revenue generation from both
interest and commission income. Together with cost control and
efficiency gains from recent integrations, this provides some
flexibility to cope with profitability headwinds in 2016 from low
interest rates and lending volumes as well as lost revenues from
the removal of interest rate floors. Lower loan impairment charges
from improving credit quality will also support operating profits.

CaixaBank's funding structure is good for its business profile. It
comprises a large customer deposit base and wholesale funds,
largely covered bonds. The liquidity position is comfortable as
debt repayments are low in light of ample reserves of liquid
assets.

Criteria

Criteria's Long-term IDR is based on its VR, which is notched down
once from Caixabank's VR given that it remains Criteria's main
asset accounting for 54.9% of its unconsolidated balance-sheet at
end-2015. Although it has no banking license, Criteria is
Caixabank's holding company for regulatory supervision purposes.
Fitch understands that Criteria intends to remain a significant
and influential owner of CaixaBank.

The one-notch differential between Criteria's and CaixaBank's VR
reflects the planned dilution of Criteria's ownership in CaixaBank
to 48.9% from the current 56.8%, once the intragroup deal with
Criteria is completed in 1H16 and exchangeable bonds of Criteria
are converted into shares of the bank by 2017. Criteria's VR also
takes into account the company's large and concentrated equity
holdings in corporates (although these are largely liquid and
listed), double leverage (95% at end-2015) and an adequate level
and structure of its debt and liquidity position.

Bankia

The upgrade of Bankia's IDRs and VR reflect its strengthened
capitalization, a more manageable stock of problem assets after
the completion of its restructuring plan and improved funding and
liquidity profile. The VR also reflects Fitch's expectation of a
modest improvement in Bankia's operating profitability, supported
by a gradual change in loan mix, further funding cost reduction,
cost control discipline and lower loan impairment charges (LIC).

Since 2014, the pace of Bankia's asset quality improvement has
accelerated, helped by recoveries and sales. The NPL ratio
improved to 10.5% at end-2015 (12.5% with foreclosed assets) from
12.9% and 14.9%, respectively, at end-2014. However, the ratios
continue to compare unfavorably with international standards.
Asset quality weaknesses are mitigated by good NPL cover at 60%,
which is at the higher end of the range for Spanish banks. In our
assessment of asset quality, Fitch also expects further
improvements in 2016 helped by the more favorable operating
environment in Spain but also Bankia's commitment to actively
manage down problem assets.

In Fitch's opinion, Bankia's capital profile has improved steadily
over the past two years, reducing capital at risk from unreserved
problem assets to 69% at end-2015 from 140% at end-2013, and with
capital ratios (FCC and fully loaded CET1 ratios of 13.4% and
12.3%, respectively at end-2015) reaching levels that we consider
to be in line with its risk profile and reflective of an
investment grade rating. Improved profitability and significant
deleveraging has fed through to capital. Litigation risks relating
to the IPO of Bankia shares, miss-selling of hybrid securities to
retail investors and the pending court decision on interest rate
floors removal with retroactivity rights to May 2013 are mitigated
by sizeable provisions booked by Bankia and BFA.

Bankia's banking earnings generation capacity is improving but
remains modest given its asset mix, with a relatively large legacy
bond portfolio and large retail mortgage book. Revenue generation
is largely derived from net interest income and Fitch calculates
that about one-third of net interest revenue relates to interest
earned on securities, which we consider a low-quality source of
revenues for a retail bank and sensitive to lower sovereign
spreads. In our view, Bankia's challenge is to further rebalance
its revenues towards core banking given low interest rates and
volumes, but its increased focus on SMEs and consumer lending
coupled with further scope to reduce deposits costs may help
revenues in 2016. In our assessment of profitability, Fitch
expects the bank's cost control discipline and lower LIC to remain
a strength, supporting its earnings generation capacity.

Bankia's funding structure has improved markedly since 2013 thanks
to strong loan contraction and steady growth in deposits. The bank
now funds loans primarily with retail deposits but also with some
covered bonds issued in the market. At end-2015, the gross
loan/deposit ratio was 120%. However, ECB funding remains
comparatively higher than peers as it is used to fund a large
stock of legacy debt securities, including those related to the
transfer of real estate assets to Spain's bad bank (SAREB).
Liquidity reserves are adequate for scheduled debt repayments.

BFA

BFA is wholly owned by Spain's Fund for Orderly Bank Restructuring
(FROB) and retained a 64% controlling stake in Bankia at end-2015.

BFA's IDRs and senior debt ratings are based on its VR, which is
in turn driven by that of Bankia as this is one of BFA's principal
assets, at about 42% of BFA's unconsolidated balance-sheet as of
end-2015. The other large items on BFA's balance sheet relate to a
stake in SAREB and sovereign bond holdings. BFA's VR is notched
down once from Bankia's to reflect Fitch's belief that BFA's
strategy is to gradually reduce its majority ownership, although
the timing is uncertain as there is no deadline set out in its
restructuring plan. BFA's VR also addresses its moderate double
leverage of 90% at end-2015 and manageable indebtedness given its
stock of unencumbered assets.

As part of the group's restructuring process, BFA surrendered its
banking license in early 2015, but it remains the group's
consolidating entity and is supervised by the banking authorities
on a consolidated basis given its stake in Bankia. BFA's fully
loaded CET1 ratio was 12.9% at end-2015.

Popular

The affirmation of Popular's ratings largely reflects the bank's
improving asset quality trend, which translates into a modest
decline of its capital at risk from unreserved problem assets and
more resilient pre-impairment operating profitability than peers
thanks to its good SME franchise. Other factors supporting
Popular's ratings are its adequate funding and liquidity profile.
However, the stock of problem assets and capital tied to
unreserved problem assets remain very high and need further
substantial reduction, to allow for upside rating potential.

Popular's problem assets ratio declined to 24.8% at end-2015, from
26.1% at end-2014, despite slight loan deleveraging. Nevertheless,
the stock of problem assets remains high, compares unfavourably
with its domestic and international peers, and weighs heavily on
the bank's rating. Loan impairment reserves for Popular remained
stable at 42.6% at end-2015, which is at the lower end of the
range for Spanish banks. In Fitch's assessment of asset quality,
the rating agency views as ambitious the bank's target to reduce
problem assets by EUR4 billion in 2016, which includes EUR2.8
billion foreclosed asset sales, compared with EUR1.4 billion
reduction in problem assets achieved in 2015. However, improved
macroeconomic and real estate market conditions should help
achieve this target.

At end-2015 Popular's FCC and fully loaded CET1 ratios stood at
11.8% and 10.9%, respectively, which Fitch considers as just
acceptable given that unreserved problem assets account for a very
high 217% of FCC, limiting the bank's margin of manoeuvre to
absorb unexpected shocks. Positively, Popular benefits from EUR1.4
billion additional loss absorbing instruments which provides some
cushion. In 2015, Popular also booked provisions to cover any
capital impact from the pending court decision to remove interest
rate floors with retroactivity rights to May 2013.

The bank's revenue generation capacity has remained relatively
resilient to pressure on margins and volumes and should benefit
from higher SME loan volumes leveraging on its good franchise and
knowledge. The bank also has further scope to reduce funding
costs, particularly on retail deposits, which should help to
offset the impact from the removal of interest rate floors in
January 2016. Control over operating costs remains strong. LICs
eroded more than 84% of the pre-impairment operating profit in
2015, and will decline but remain high and undermine the bank's
bottom-line earnings in the foreseeable future.

Popular's funding mix and liquidity position are adequate.
Funding, primarily based on retail deposits, and liquidity is
underpinned by a sizeable stock of unencumbered ECB-eligible
assets relative to forthcoming wholesale debt maturities.

SUPPORT RATING AND SUPPORT RATING FLOOR (ALL BANKS)

The Support Ratings (SR) of '5' and Support Rating Floors (SRF) of
'No Floor' of the three banks and two holding parent companies
reflect Fitch's belief that senior creditors of these entities can
no longer rely on receiving full extraordinary support from the
sovereign in the event that they become non-viable. For the parent
holding companies Fitch also takes into account their role as
holding companies.

Fitch views the EU's Bank Recovery and Resolution Directive (BRRD)
and Single Resolution Mechanism (SRM) are now sufficiently
progressed to provide a framework for resolving banks that is
likely to require senior creditors participating in losses, if
necessary, instead of or ahead of a bank receiving sovereign
support. BRRD has been effective in EU member states since 1
January 2015, including minimum loss absorption requirements
before resolution financing or alternative financing (eg,
government stabilization funds) can be used. Full application of
BRRD, including the bail-in tool, is required from 1 January 2016.
BRRD was transposed into Spanish legislation on 18 June 2015, with
full implementation from 1 January 2016.

RATING SENSITIVITIES

IDRS, VRs AND SENIOR DEBT (CAIXABANK, BANKIA, POPULAR)

Caixabank

The Positive Outlook reflects potential ratings upside if the
reduction of problem assets (including foreclosed assets)
accelerates in 2016 and the sensitivity of FCC to unreserved
problem assets continues to improve to levels comfortably below
100%, while the FCC ratio post swap agreement converges towards
levels seen at end-2015. Asset de-risking from equity investments
would also be rating positive.

Material deterioration in asset quality and capital, which Fitch
currently does not expect, could put ratings under pressure.
Similarly, a deterioration of the bank's funding and liquidity
profile would put pressure on the ratings.

Bankia

Upward ratings potential could arise in the medium term from
further improvement in asset quality, together with strengthened
banking earnings. These factors will ultimately support Bankia's
capital, either through internal capital generation or reduced
capital at risk from unreserved problem assets.

Downgrade pressure could come from loan quality and capital shocks
and/or a significant increase in appetite for profits that
compromise its risk profile amidst low loan growth prospects in
the next two years. Similarly, a deterioration of the bank's
funding and liquidity profile would put pressure on the ratings.

Popular

The Positive Outlook reflects potential rating upside if the bank
progresses in substantially reducing problem assets (including
foreclosed assets) in 2016 combined with capital enhancements,
hence reducing the very high sensitivity of FCC to unreserved
problem assets to more acceptable levels for a 'BB' category
rating.

Conversely, any setback on asset quality improvements or shocks to
capital, which Fitch currently does not expect, could put ratings
under pressure. Similarly, a deterioration of the bank's funding
and liquidity profile would put pressure on the ratings.

IDRS, VRs AND SENIOR DEBT (CRITERIA, BFA)

The two parent holding companies' IDRs, VR and senior debt ratings
remain sensitive to the same factors affecting their operating
banks' VRs. Their ratings would also suffer from an ownership
dilution that resulted in a loss of control over their respective
bank and/or changes in the regulatory supervision approach of the
group. Downside pressures could also arise from write-downs of
assets and/or higher debt or double leverage.

SUPPORT RATING AND SUPPORT RATING FLOOR (ALL BANKS)

Any upgrade of the SRs and upward revision of the SRFs would be
contingent on a positive change in the sovereign's propensity to
support its banks. While not impossible, this is highly unlikely,
in Fitch's view.

KEY RATING DRIVERS AND SENSITIVITIES - STATE-GUARANTEED DEBT

(CAIXABANK, BFA)

Caixabank's and BFA's state-guaranteed debt issues have been
affirmed at 'BBB+', in line with Spain's Long-term IDR. State-
guaranteed debt issues are senior unsecured instruments that bear
the full guarantee of Spain. Consequently, its ratings are
generally the higher of the issuer's Long-term IDR and Spain's
Long-term IDR.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES (CAIXABANK, CRITERIA, BANKIA AND POPULAR)

Caixabank's, Criteria's, Bankia's and Popular's subordinated
(lower Tier 2) debt issues are rated one notch below the
respective banks' VRs to reflect the below-average loss severity
of this type of debt compared with average recoveries.

Caixabank's upper Tier 2 debt securities and Popular's preference
shares are rated three notches below the banks' respective VRs to
reflect the higher loss severity risk of these securities (two
notches) compared with average recoveries as well as moderate risk
of non-performance relative to its VR (one notch).

The ratings of the instruments are primarily sensitive to a change
in the banks' VRs, which drive the ratings, but also to a change
in Fitch's view of non-performance or loss severity risk relative
to the respective banks' viability.

The rating actions are as follows:

Caixabank:
Long-term IDR: affirmed at 'BBB'; Outlook Positive
Short-term IDR: affirmed at 'F2'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt long-term rating: affirmed at 'BBB'
Senior unsecured debt short-term rating and commercial paper:
affirmed at 'F2'
State-guaranteed debt: affirmed at 'BBB+'
Lower Tier 2 subordinated debt: affirmed at 'BBB-'
Upper Tier 2 subordinated debt: affirmed at 'BB'

Criteria:
Long-term IDR: affirmed at 'BBB-'; Outlook Positive
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt long-term rating: affirmed at 'BBB-'
Senior unsecured debt short-term rating: affirmed at 'F3'
Subordinated debt: affirmed at 'BB+'

Bankia:
Long-term IDR: upgraded to 'BBB-' from 'BB+'; Outlook Stable
Short-term IDR: upgraded to 'F3' from 'B'
Viability Rating: upgraded to 'bbb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Long-term senior unsecured debt: upgraded to 'BBB-' from 'BB+'
Commercial paper: upgraded to 'F3' from 'B'
Subordinated debt: upgraded to 'BB+' from 'BB'

BFA:
Long-term IDR: upgraded to 'BB+' from 'BB'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: upgraded to 'bb+' from 'bb'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Long-term senior unsecured debt: upgraded to 'BB+' from 'BB'
State-guaranteed debt: affirmed at 'BBB+'

Popular:
Long-term IDR: affirmed at 'BB-'; Outlook Positive
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'bb-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Long-term senior unsecured debt programme: affirmed at 'BB-'
Short-term senior unsecured debt programme and commercial paper:
affirmed at 'B'
Subordinated lower Tier 2 debt: affirmed at 'B+'

BPE Financiaciones S.A.:
Long-term senior unsecured debt and debt programme (guaranteed by
Popular): affirmed at 'BB-'
Short-term senior unsecured debt programme (guaranteed by
Popular): affirmed at 'B'

BPE Preference International Limited:
Preference shares: affirmed at 'B-'

Popular Capital, S.A.
Preference shares: affirmed at 'B-'


CAIXABANK RMBS: DBRS Gives Prov. C Ratings to Series B Debt
-----------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
notes to be issued by Caixabank RMBS 1 (the Issuer):

-- EUR12,851,000,000 Series A at A (sf)
-- EUR1,349,000,000 Series B at C (sf)

The Issuer is expected to be a securitization of residential
mortgage loans secured by first-lien mortgages and "Credito
Abierto" drawdowns on properties in Spain originated by Caixabank.
At the closing of the transaction, the Issuer will use the
proceeds of the Series A and Series B notes to fund the purchase
of the mortgage portfolio from the Seller, Caixabank. Caixabank
will also be the servicer of the portfolio. In addition, Caixabank
will provide separate subordinated loans to fund each the initial
expenses and the Reserve Fund. The securitisation 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 EUR1,349 million (13.5%) subordination of
    the Series B notes and the EUR568 million (4.0%) Reserve
    Fund, which is available to cover senior fees as well as
    interest and principal of the Series A notes until paid in
    full. The Reserve Fund will amortize with a target equal to
    the lower of 8% of the outstanding balance of the Series A
    and Series B notes and 4% of the initial balance of the
    Series A and Series B notes, subject to a floor of EUR84
    million. The Reserve Fund will not amortize if certain
    performance triggers are breached. 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.

-- DBRS was provided with the provisional portfolio equal to
    EUR14,414 million as of 26 January 2016. At closing the
    portfolio balance will be equal to the balance of the notes
    (EUR14,200 million). 75.9% of the portfolio are "Credito
    Abierto" drawdowns where the borrower has the ability to
    withdraw further advances subject to borrower performance and
    eligibility criteria. Further draws will not be funded by the
    Issuer, however further draws will rank pari passu with the
    loans securitized by the Issuer. The main characteristics of
    the total portfolio includes: (1) 70.9% weighted-average
    current loan-to-value (WACLTV) and 108.7% indexed WA CLTV
   (INE Q3 2015); (2) the top three geographical concentrations
    of Catalonia (28.2%), Madrid (20.2%) and Andalusia (12.9%);
    (3) 3.7% of the borrowers are non-nationals; (4) weighted-
    average loan seasoning of 7.5 years; and (5) the weighted-
    average remaining term of the portfolio is 22.6 years with
    22.3% of the loans having a remaining term greater than 30
    years.

-- The loans are floating-rate mortgages primarily linked to 12-
    month Euribor (88.4%). 8.5% of the portfolio is fixed with
    3.0% paying a VPO rate which DBRS assumed to be fixed in its
    cash flow analysis. The notes are floating-rate liabilities
    indexed to three-month Euribor. The interest rate risk and
    basis risk is unhedged. Amounts standing in the Reserve Fund
    are available to cover the interest rate and basis risk for
    the rated notes. Additionally, the Series A notes benefit
    from the senior position in the priority of payments to the
    Series B notes. 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 servicer to perform its servicing
    responsibilities. DBRS was provided with Caixabank's
    historical mortgage performance data separated between first-
    lien mortgages and "Credito Abierto" drawndowns, 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 (sf) 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 are allowed for up to 5%
    of the initial portfolio for maturity extension to September
    2059 and reduction of loan margins down to a portfolio spread
    equal to 3-month Euribor plus 0.80%. DBRS stressed the margin
    of the portfolio equal to 0.75% and extended the maturity for
    5% of the mortgage loans up to September 2059 in its cash
    flow analysis.

-- The transaction's account bank agreement and respective
    replacement trigger require Caixabank acting as the treasury
    account bank to find (1) a replacement account bank or (2) an
    account bank guarantor upon loss of a BBB (low) rating. The
    DBRS Critical Obligations Rating of Caixabank is A (high),
    while the DBRS rating for Caixabank to act as account bank is
    'A'.

-- 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 considerations, DBRS derived a Base
Case PD of 8.2% and LGD of 32.4%, which resulted in an EL of 2.7%
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.


* Moody's Changes Outlook on 14 Spanish Sub-Sovereigns to Stable
----------------------------------------------------------------
Moody's Investors Service has changed the outlook on the ratings
of 14 Spanish sub-sovereigns to stable from positive.  The
outlooks on the regions of Junta de Andalucia (positive) and
Generalitat de Catalunya (negative) remain unchanged.  At the same
time, Moody's affirmed the ratings of all Spanish sub-sovereigns.

The outlook changes on the Spanish sub-sovereigns were triggered
by:

(1) the weakening of Spain's credit profile as captured by the
     outlook change on the Baa2 Spanish sovereign rating to stable
     from positive on 19 February 2016; and

(2) the strong correlation between sub-sovereign and sovereign
     credit risk, reflected in macroeconomic linkages,
     institutional factors and financial market conditions.

Full details on the sovereign press release available at the
Moody's site at http://is.gd/U2EiQI

                         RATINGS RATIONALE

                 RATIONALE FOR THE OUTLOOK CHANGES

Moody's believes that the weakening of the sovereign's
creditworthiness --captured by the change in outlook to stable
from positive on Spain's Baa2 rating -- is reflected at the
regional level given the strong correlation between sub-sovereign
and sovereign credit risk.

Moody's notes the strong reliance of the regions on the Spanish
government, given the regions' extensive use of the central
government's liquidity mechanisms: the Fondo de Liquidez
Autonomico (FLA), established in 2012 for regions that breach
deficit targets set by the central government; and the Fondo de
Facilidad Financiera (FFF), established in 2015 for regions that
comply with deficit targets.  In 2015, 15 out of 17 Spanish
regions (i.e. all regions with the exception of the Basque Country
and Navarra) utilized these liquidity mechanisms.

Moody's also notes that there is some uncertainty around the
regions' fiscal consolidation path for 2016, given the fragmented
political composition at the national level, which could result in
the relaxation of deficit reductions for the following years.

RATIONALE FOR THE RATING AFFIRMATIONS WITH OUTLOOK CHANGES
ENTITIES RATED ABOVE THE SOVEREIGN LEVEL

   -- THE BASQUE COUNTRY AND THE PROVINCE OF BIZKAIA

Moody's decision to affirm the Baa1 ratings of the Basque Country
and the province of Bizkaia reflects these entities' unique and
constitutionally protected tax regimes.  Moody's believes that
while the Basque entities are likely to retain greater credit
strength than the sovereign given their unique tax regime, they
are integrated within the wider Spanish economy and are exposed to
similar economic and financial pressures as the sovereign, which
do not justify more than a one-notch differential.  In addition,
the Basque Country and the province of Bizkaia have comfortable
liquidity positions.  Unlike Bizkaia, which has recorded financing
surpluses since 2011, the Basque Country is expected to have a
financing deficit of close to 6% of its operating revenue in 2015.
However, Moody's notes that this deficit reflected the region's
capital expenditure, given its positive gross operating balance.

               ENTITIES RATED AT THE SOVEREIGN LEVEL

   -- CITY OF BARCELONA

The Baa2 rating reflects the city's good budgetary management and
solid financial fundamentals in recent years, which have ensured a
high self-financing capacity and, as a result, a limited debt
burden.  This is mainly reflected in high gross operating balances
(20% of operating revenue on average for 2010-14) and moderate
debt levels (41% of operating revenue in 2014).  The rating also
reflects Barcelona's good liquidity position, with abundant cash
on hand and limited debt obligations.

While Moody's acknowledges Barcelona's robust financials, the city
does not have sufficient financial flexibility to justify a rating
above that of the sovereign.  The central government retains
control of Spanish municipalities via legislation, the level of
transfers, and the management of pay-rise packages for civil
servants.

   -- REGIONS OF CASTILLA Y LEON, GALICIA AND MADRID

Moody's notes that the regions of Castilla y Leon, Galicia and
Madrid, rated on par with the Sovereign's Baa2 stable rating, have
reported stronger financial performances than other Moody's-rated
Spanish regions throughout the financial crisis; these regions'
deficits are under control and their debt burdens, although
increasing, are still manageable and consistent with this rating
level.  Nevertheless, their income stream largely relies on state
transfers and shared taxes with the sovereign, thus capping their
ratings at the sovereign level.

               ENTITIES RATED BELOW THE SOVEREIGN LEVEL

   -- REGIONS CASTILLA LA MANCHA, EXTREMADURA, MURCIA AND VALENCIA

The rating action on these four Spanish regions primarily reflects
their reliance on central government liquidity support through the
FLA, which they are currently receiving.

However, although the FLA greatly reduces the short-term risk of a
region's liquidity-driven default covering their financial
obligations, it does not address fundamental economic and fiscal
challenges.  These regions' fiscal positions will remain fragile
in the next few years, evidenced by their high financing deficits
and growing debt levels.  While regions of Castilla-La Mancha,
Murcia and Valencia will retain very high debt ratios,
Extremadura's debt levels will remain at low levels.  According to
Moody's estimations, the region's net direct and indirect debt to
operating revenue ratio will be close to 100% of operating revenue
at year-end 2015 (compared with 215% on average for Moody's rated
regions).

Moody's believes that these regions will continue to receive
liquidity support from the central government through the FLA for
as long as financial pressures persist.  At the same time, their
ratings incorporate Moody's assessment of a heightened likelihood
of government support, as corroborated by the central government's
track record of support since the FLA was created in 2012, which
partially offsets their weak standalone creditworthiness.

      RATIONALE FOR RATING AFFIRMATION WITH OUTLOOK UNCHANGED

   -- REGION OF ANDALUCIA

Andalucia's long-term issuer and debt ratings are affirmed at Ba1,
with the outlook remaining positive.

The region's fiscal position has improved significantly since 2012
and Moody's expects that these improvements in deficit levels will
have continued in 2015.  The rating affirmation also reflects the
region's moderate debt levels at around 130% of operating revenue
estimated for 2015 (compared with 215% for the rated regions on
average).

While other market options are becoming increasingly available to
the region, Moody's believes that it will continue to use FLA
funding in 2016, given its lower cost.

   -- REGION OF CATALUNYA

The Generalitat de Catalunya's long-term issuer and debt ratings
are affirmed at Ba2/NP, with the outlook remaining negative.

On Jan. 15, 2016, Moody's changed the outlook on the rating of the
Generalitat de Catalunya to negative from stable and affirmed its
rating at Ba2/NP.  The rationale to change the outlook to negative
was mainly based on: (i) the increased risk that the region's
fiscal consolidation efforts will halt, (ii) the increasing
political tensions between Catalunya and the central government
that could negatively affect the investment climate in the region;
and (iii) a slight risk that, should political tensions escalate
further, the government's liquidity support to the region could be
affected.

               WHAT COULD CHANGE THE RATINGS UP/DOWN

The strengthening of Spain's credit profile, as reflected by an
upgrade of the sovereign rating, would result in upward pressure
on Spanish sub-sovereign ratings in general, and particularly on
those ratings currently on par or above that of the sovereign.  In
addition, upward pressure would develop on sub-sovereigns
currently rated below the sovereign, if their fiscal and financial
performance were to improve.

A downgrade of Spain's sovereign rating leading to indications of
weakening government support for the regions, or a deterioration
in their fiscal performance, would likely lead to a downgrade of
sub-sovereign entities.

Given Andalucia's positive outlook, an upgrade would be possible
if the region's 2015 financial results improve.  In contrast, a
stabilisation of the rating's outlook could occur if 2015
financial results lead to a reversal in its deficit reduction
trajectory.

Given the negative outlook in Catalunya's rating, an upgrade in
this region's rating is unlikely.  Significant improvements in its
own fiscal and financial performance could lead to the
stabilization of the rating's outlook.  In contrast, downward
pressure on the rating could occur if Catalunya's policy changes
reverse the fiscal consolidation.  In addition, a downgrade of the
sovereign rating, or any indication of weakening government
support, would likely lead to a downgrade in Catalunya's rating.

                         RATINGS AFFECTED

   -- Basque Country: long-term issuer and Senior Unsecured
      ratings affirmed at Baa1; outlook changed to Stable from
      Positive.

   -- Diputacion Foral de Bizkaia: long-term issuer rating
      affirmed at Baa1; outlook changed to Stable from Positive.

   -- Comunidad Autonoma de Madrid: long-term issuer rating
      affirmed at Baa2; outlook changed to Stable from Positive.

   -- Junta de Castilla y Leon: long-term issuer and Senior
      Unsecured ratings affirmed at Baa2; outlook changed to
      Stable from Positive.

   -- Comunidad Autonoma de Galicia: long-term issuer and Senior
      Unsecured ratings affirmed at Baa2; outlook changed to
      Stable from Positive.

   -- City of Barcelona: long-term issuer rating affirmed at
      Baa2; outlook changed to Stable from Positive.

   -- Junta de Extremadura: long-term issuer rating affirmed at
      Baa3; outlook changed to Stable from Positive.

   -- Junta de Andalucia: long-term issuer and Senior Unsecured
      ratings affirmed at Ba1, Senior Unsecured MTN affirmed at
      (P)Ba1; outlook remains Positive.

   -- Comunidad Autonoma de Murcia: long-term issuer and Senior
      Unsecured ratings affirmed at Ba2; outlook changed to
      Stable from Positive.

   -- Junta de Comunidades de Castilla-La Mancha: long-term
      issuer and Senior Unsecured ratings affirmed at Ba2;
      outlook changed to Stable from Positive.

   -- Generalitat de Catalunya: long-term issuer and Senior
      Unsecured ratings affirmed at Ba2, Senior Unsecured MTN
      affirmed at (P)Ba2, Commercial Paper affirmed at Not-Prime
      and Other Short Term affirmed at (P)Not-Prime; outlook
      remains Negative.

   -- Generalitat de Valencia: Senior Unsecured rating affirmed
      at Ba2, Commercial Paper affirmed at Not-Prime; outlook
      changed to Stable from Positive.

   -- Instituto Valenciano de Finanzas: BACKED Senior Unsecured
      Bank Credit Facility affirmed at Ba2, outlook changed to
      Stable from Positive, in line with Valencia's ratings;

   -- CACSA: Underlying Senior Secured affirmed at Ba2, BACKED
      Senior Secured affirmed at Ba2. Outlook changed to Stable
      from Positive.

   -- Universities of Valencia (Universidad de Valencia,
      Universidad de Alicante, Universidad Jaume 1 de Castellon
      and Universidad Politecnica de Valencia): Underlying Senior
      Secured affirmed at Ba2, BACKED Senior Secured affirmed at
      Ba2.  Outlook changed to Stable from Positive.

   -- Notes of Feria Valencia: Underlying Senior Secured affirmed
      at Ba2, BACKED Senior Secured affirmed at A2, in line with
      Assured Guaranty (Europe) Ltd's rating.(A and B
      Certificates). Outlook changed Stable from Positive.

Moody's methodology for rating a security insured by a financial
guarantor considers the higher of (i) the guarantor's rating, and
(ii) the underlying rating of the security.  In cases where the
guarantee does not fully mitigate the risks embedded in the
country ceiling of the country in which the issuer operates, the
security's rating may be constrained at the country ceiling's
level.  The country ceiling concept is described in Moody's Local
Currency Country Risk Ceiling for Bonds and Other Local Currency
Obligations cross-sector rating methodology, published in January
2015.

The sovereign action required the publication of these credit
rating actions on a date that deviates from the previously
scheduled release date in the sovereign release calendar.

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

Sovereign Issuer: Spain, Government of

  GDP per capita (PPP basis, US$): 33,835 (2014 Actual) (also
   known as Per Capita Income)

  Real GDP growth (% change): 1.4% (2014 Actual) (also known as
   GDP Growth)

  Inflation Rate (CPI, % change Dec/Dec): -1% (2014 Actual)

  Gen. Gov. Financial Balance/GDP: -5.9% (2014 Actual) (also
   known as Fiscal Balance)

  Current Account Balance/GDP: 1% (2014 Actual) (also known as
   External Balance)

  External debt/GDP: [not available]

Level of economic development: High level of economic resilience
Default history: No default events (on bonds or loans) have been
recorded since 1983.

On Feb. 18, 2016, a rating committee was called to discuss the
rating of the Andalucia, Junta de; Barcelona, City of; Basque
Country (The); Bizkaia, Diputacion Foral de; CACSA; Castilla y
Leon, Junta de; Castilla-La Mancha, Junta de Comunidades de;
Catalunya, Generalitat de; Valencia, Generalitat de; Universities
of Valencia; Extremadura, Junta de; Galicia, Comunidad Autonoma
de; FERIA VALENCIA; Murcia, Comunidad Autonoma de; Madrid,
Comunidad Autonoma de; Instituto Valenciano de Finanzas.  The main
points raised during the discussion were: The systemic risk in
which the issuer operates has materially increased.

The principal methodology used in rating Junta de Andalucia, City
of Barcelona, Basque Country, Diputacion Foral de Bizkaia, Junta
de Castilla y Leon, Junta de Comunidades de Castilla-La Mancha,
Generalitat de Catalunya, Junta de Extremadura, Comunidad Autonoma
de Galicia, Comunidad Autonoma de Madrid, Comunidad Autonoma de
Murcia, Generalitat de Valencia was Regional and Local Governments
published in January 2013.

CACSA, FERIA VALENCIA, Instituto Valenciano de Finanzas,
Universities of Valencia's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk.  Moody's
compared these attributes against other issuers both within and
outside CACSA, FERIA VALENCIA, Instituto Valenciano de Finanzas,
Universities of Valencia's core industry and believes CACSA, FERIA
VALENCIA, Instituto Valenciano de Finanzas, Universities of
Valencia's ratings are comparable to those of other issuers with
similar credit risk.

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



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


KELDA FINANCE: Fitch Affirms 'BB' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Kelda Finance (No.2) Limited's Long-
term Issuer Default Rating (IDR) at 'BB' and senior secured rating
at 'BB+'. The Outlook on the Long-term IDR is Stable.

The affirmation reflects Yorkshire Water's adequate dividend
capacity in comparison with the debt service requirements of
Kelda, even though Yorkshire Water faces pressure on its credit
metrics stemming from Ofwat's final determination of tariffs for
the period April 2015 to March 2020 and a recent reduction of
retail price inflation (RPI). The ratings also take into account
Yorkshire Water's solid financial and regulatory performance.

Kelda is a holding company of Yorkshire Water Services Limited
(Yorkshire Water; class A debt A/Stable, class B debt
BBB+/Stable), the regulated, monopoly provider for water and
wastewater services that supplies 4.9 million people in the former
county of Yorkshire and North Derbyshire.

Kelda Finance (No.3) PLC (FinCo) is the financing vehicle for
Kelda, which guarantees the issued bonds together with its parent,
Kelda Finance (No.1) Limited.

KEY RATING DRIVERS

Adequate Dividend Cover at Kelda

Fitch expects the Kelda group to maintain credit metrics in line
with its guidelines, ie dividend cover at around 5.8x (assuming
RPI increases to 2.5% by financial year to March 2018) and
consolidated net debt/regulatory asset value (RAV) below 85%. Our
post-maintenance and post-tax interest cover (PMICR) forecast is
at 1.2x.

Fitch notes that the GBP265 million of incremental debt at the
holding level only represents less than 5% of RAV and incurs an
annual finance charge of around GBP15 million-GBP18 million. The
reduced dividend stream from Yorkshire Water expected for the
current price control will still allow comfortable servicing of
the debt.

However, if RPI remains materially below 1.5% for an extended
period of time, dividend stream from Yorkshire Water would be
further reduced. This could lead to negative rating action for
Kelda's ratings.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for Yorkshire Water
include:

-- Regulated revenues in line with the final determination of
    tariffs for April 2015 to March 2020, ie assuming no material
    over- or under-recoveries
-- Operating expenditure outperformance of GBP50m in nominal
    terms over the five-year period
-- Retail costs in line with allowances
-- Non-regulated EBITDA of around GBP2.5m per annum
-- RPI of 1.3% for FY16, 2% for FY17 and 2.5% thereafter
-- Capital expenditure outperformance of GBP130m in nominal
    terms over the five-year period

In addition, for Kelda Finance Fitch assumes:

-- Incremental debt at holding company level to remain at around
    GBP265million
-- An annual finance charge at the holding company level of
    between GBP15 million -GBP18 million

RATING SENSITIVITIES

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

-- A sustained decline of dividend cover below 2.5x
-- RPI remaining materially below 1.5% over an extended period
    of time
-- Group gearing above 85% on a sustained basis
-- Marked deterioration in operating and regulatory performance
    of Yorkshire Water or a material change in business risk of
    the UK water sector

Positive: Upside is limited unless Yorkshire Water materially
reduces its regulatory gearing.

LIQUIDITY

As of September 30, 2015, the holding company had available a
GBP30 million undrawn, committed revolving credit facility with
maturity in October 2022. The next debt maturity is GBP200 million
in February 2020.

FULL LIST OF RATING ACTIONS

Kelda Finance (No.2) Limited
-- Long-term IDR affirmed at 'BB', Stable Outlook
-- Senior secured rating affirmed at 'BB+'

Kelda Finance (No.3) PLC
-- GBP200 million bonds, 5.75%, February 2020, guaranteed by
    Kelda Finance (No. 2) Limited, senior secured rating affirmed
    at 'BB+'


KEYDATA INVESTMENT: FCA Wants Ex-Directors' GBP650MM Claim Tossed
-----------------------------------------------------------------
Justin Cash at New Model Adviser reports that the Financial
Conduct Authority has applied to strike out a GBP650 million civil
claim brought against it by two former directors at failed
investment company Keydata.

According to New Model Adviser, Keydata's former chief executive
Stewart Ford and former sales director Mark Owen are seeking
GBP650 million from the regulator in damages for "misfeasance in
public office".  They argue that the actions of the FCA and its
predecessor the Financial Services Authority (FSA) contributed to
Keydata's collapse and the customer detriment that followed, New
Model Adviser relates.

Mr. Ford added Keydata's administrators PricewaterhouseCoopers
(PwC) to the suit, New Model Adviser discloses.  He claimed the
regulator knowingly exceeded its statutory authority in order to
"bring down" Keydata, and that it worked with PwC to report the
company was insolvent when it was not, New Model Adviser relays.

Keydata was pushed into administration by the FSA in 2009 over tax
debts incurred by mislabelling products as ISAs, New Model Adviser
recounts.

Mr. Ford, as cited by New Model Adviser, said the hearing to
determine the success of the strike-out is likely take place this
summer.

Keydata Investment Services Ltd. designs, distributes and
administers structured investment products.  Keydata operates
from three locations, being London, Glasgow and Reading and
administers its own products as well as portfolios for third
parties.

Dan Schwarzmann and Mark Batten of PricewaterhouseCoopers LLP were
appointed joint administrators of KIS June 8, 2009. The
administration of KIS subsequently ended on March 27, 2014 and KIS
was dissolved shortly thereafter.


MOTIVE TELEVISION: To Appoint Administrators, Explores Options
--------------------------------------------------------------
Motive Television PLC on Feb. 23 disclosed that it has filed at
court a notice of intention to appoint administrators.

The Board has been reviewing its options in order to minimize the
financial uncertainty surrounding the Company.  While the Board
continues to explore these options, the Company has filed a notice
of intention to appoint Andrew Hosking --
andrew.hosking@quantuma.com -- Carl Jackson --
carl.jackson@quantuma.com -- and Simon Bonney --
simon.bonney@quantuma.com -- of Quantuma LLP, Vernon House, 23
Sicilian Avenue, London WC1A 2QS as administrators of the Company
to assist the directors in this regard and to protect the
interests of creditors.

The suspension to trading in Motive's shares, as announced on
February 15, 2016, remains effective.

Further announcements will be made in due course.

Motive Television PLC -- http://www.motivetelevision.co.uk--
provides software as a service (SAAS) to broadcasters to enable
them to offer their customers time-changing and place changing
capabilities for their content.  The Company has offices in
London, Dublin, Barcelona and Casablanca and operates globally
from its HQ in London.


TRITON PLC: S&P Lowers Rating on Class F Notes to 'D'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from
'B- (sf)' its credit rating on Triton (European Loan Conduit No.
26) PLC's class F notes.  S&P has subsequently withdrawn,
effective in 30 days' time, its rating on this class of notes.  At
the same time, S&P has withdrawn its ratings on the class B and C
notes.

On the January 2016 interest payment date (IPD), principal
payments were applied to fully repay the class B, C, and F notes.

At the same time, full interest was not paid on the class C and F
notes.  The class C and F notes have an accrued interest shortfall
amount of GBP944 and GBP8,685, respectively.

S&P's ratings address the timely payment of interest and the
ultimate payment of principal no later than the October 2019 legal
final maturity date.

S&P has withdrawn its rating on the class B notes as it has fully
repaid.

S&P has also withdrawn its rating on the class C notes, as they
were fully repaid with regard to principal.  The interest
shortfall that has occurred with this class of notes represents a
de minimis shortfall covered by S&P's imputed promises criteria.
Therefore, S&P has not lowered its rating on this class of notes
to 'D (sf)' before withdrawing it.

"We do not consider the accrued interest shortfall on the class F
notes to be de minimis and it therefore represents a failure to
pay timely interest.  We do not believe the shortfall will be
reimbursed within the next 12 months.  We have therefore lowered
to 'D (sf)' from 'B- (sf)' our rating on the class F notes in line
with our criteria.  We have subsequently withdrawn our rating on
this class of notes.  The rating will remain at 'D (sf)' for a
period of 30 days before the withdrawal becomes effective," S&P
said.

RATINGS LIST

Triton (European Loan Conduit No. 26) PLC
GBP556.65 mil, US$87.309 mil commercial mortgage-backed floating-
rate notes

                                    Rating         Rating
Class             Identifier        To             From
B                 89677HAA5         NR             BB+ (sf)
C                 89677HAB3         NR             B (sf)
F                 89677HAF4         D (sf) B- (sf)

NR--Not rated



                            *********

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                            *********


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