TCREUR_Public/160308.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, March 8, 2016, Vol. 17, No. 047


                            Headlines


A U S T R I A

HYPO ALPE-ADRIA: Austria Hopes to Reach Deal with Creditors


B E L G I U M

NYRSTAR NV: S&P Affirms 'B-' Long-Term Corporate Credit Rating


C Y P R U S

CYPRUS: Expected to Exit EU Financial Bailout on March 23


F R A N C E

PEUGEOT SA: S&P Affirms 'BB/B' CCRs Then Withdraws Ratings


G E O R G I A

GEORGIAN OIL: Fitch Affirms 'BB-' LT Issuer Default Rating


G R E E C E

FREESEAS INC: Obtains $500,000 Financing From MTR3S Holding


I R E L A N D

PETROCELTIC INT'L: Worldview Capital Wants Examiner Appointed


I T A L Y

AUTOSTRADA BRESCIA: Fitch Affirms 'BB+' Rating on Sr. Sec. Bond
BANCA ETRURIA: Bank of Italy Issues Sanctions v. 27 Ex-Members


N E T H E R L A N D S

ARES EURO I: Moody's Raises Rating on Class E Notes to 'Ba2'
MONASTERY 2006-I: S&P Affirms CCC Rating on Class D Notes
ZOO ABS II: S&P Raises Rating on Class C Notes to 'BB-'


P O R T U G A L

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


R U S S I A

GLOBALTRANS INVESTMENT: Fitch Affirms 'BB' Issuer Default Rating
ORENBURG REGION: Fitch Affirms 'BB' LT Issuer Default Ratings
RUSSIA: Moody's Puts 'Ba1' Rating on Review for Downgrade
TOMSK CITY: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
TRANSTELECOM JSC: Fitch Affirms 'B+' LT Issuer Default Ratings


S P A I N

ABENGOA SA: U.S. Unit Takes Measures to Insulate From Bankruptcy
VALENCIA: S&P Affirms 'BB/B' ICRs, Outlook Stable


S W I T Z E R L A N D

SK SPICE: S&P Revises Outlook to Positive & Affirms 'B' CCR


U N I T E D   K I N G D O M

ABL LABORATORIES: Bought Out of Administration
ANGLO AMERICAN: DBRS Lowers Issuer Rating to 'BB(high)'
ANYA'S COUNTRY: Goes Into Liquidation, Owes GBP100,000
BRITISH HOME: To Cut Hundreds of Jobs Following Financial Woes
ENQUEST: Taps Rotschild to Advise on GBP1-Bil. Debt Pile

GOWARM: Goes Into Liquidation, Cuts 13 Jobs
INSIGHT CCI: Goes Into Liquidation, Cuts 142 Jobs
OPTIMA FINCO: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
POWA TECHNOLOGIES: Wagner Removed From Board After Administration
PRIORY GROUP: Moody's Withdraws B2 CFR, Outlook Stable

ROCHESTER FINANCING: DBRS Assigns BB(low)(sf) to Class F Notes
TRAVELPORT WORLDWIDE: S&P Raises CCR to 'B+', Outlook Stable


X X X X X X X X

* Moody's Assesses Impact of Oil Price Decline on 18 Sovereigns


                            *********


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


HYPO ALPE-ADRIA: Austria Hopes to Reach Deal with Creditors
-----------------------------------------------------------
Ralph Atkins at The Financial Times report that six years after
Austria was forced to nationalize Hypo Alpe Adria bank, Vienna
hopes this week to finally strike a deal with creditors of one of
Europe's biggest casualties of the post-2007 financial crises --
and avoid bankrupting the province where the lender was
headquartered.

According to the FT, creditors have until late this week to
accept a settlement offer potentially worth more than 75% of the
value of bonds they held in the lender based in Carinthia,
southern.

The bank, which had expanded aggressively into south eastern
Europe, was rescued in late 2009 after falling victim to the
financial turbulence that followed the collapse of Lehman
Brothers investment bank, the FT recounts.

The stakes are high, the FT states.  The province of Carinthia,
which provided state guarantees to Hypo Alpe Adria worth almost
EUR25 billion at their peak, and still theoretically worth as
much as EUR11 billion, could go bust if the rescue deal
collapses, the FT discloses.  That has given creditors leverage
to demand a better deal, the FT notes.

However, Carinthia says its finances are stretched to the limit
and, together with the government in Vienna, has warned
creditors, which include Pimco, the US asset manager, as well as
several German finance houses, that rejection of the offer will
result in years of legal wrangling, with no guarantee they would
secure a better offer, the FT relays.

                      About Hypo Alpe-Adria

Hypo Alpe-Adria International AG is a subsidiary of BayernLB.  It
is active in banking and leasing.  In banking, HGAA serves both
corporate and retail customers and offers services ranging from
traditional lending through savings and deposits to complex
investment products and asset management services.

Hypo Alpe has received EUR1.75 billion in aid in emergency
capital from the Austrian government.  European Union Competition
Commissioner Joaquin Almunia said in March 2013 that Hypo faced
possible closure for failing to adequately restructure.
The European Commission approved Hypo's recapitalization in
December 2013, but made it conditional on the management
presenting a thorough plan to overhaul the group.  The Austrian
finance ministry, which effectively runs Hypo Alpe, submitted a
restructuring plan to the Commission on Feb. 5.



=============
B E L G I U M
=============


NYRSTAR NV: S&P Affirms 'B-' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Belgium-based zinc producer Nyrstar
and removed the rating from CreditWatch with positive
implications, where it was placed on Nov. 16, 2015.  The outlook
is positive.

S&P also affirmed its 'B-' issue rating on the EUR350 million
senior unsecured notes due 2019 and removed it from CreditWatch
positive.  S&P has revised the recovery rating on the notes to
'3' from '4'.  Recovery prospects are in the higher half of the
50%-70% range.

The rating action follows the completion of the EUR274 million
equity increase earlier this week.  S&P views the completion of
this transaction as an important step in the company's strategy
to strengthen its balance sheet and liquidity position.  That
said, the combination of current weak commodity prices, together
with heavy capital expenditures (capex) and the sizable maturity
of EUR415 million in May 2016, make this a challenging year for
Nyrstar.  Under S&P's base case, credit metrics in 2016 will
remain highly leveraged, with debt to EBITDA of about 6x, before
recovering in 2017.

In S&P's view, the equity increase completion, together with the
$150 million prepayment agreement, provide the company with
sufficient liquidity to comfortably meet its obligations and
cover its negative free operating cash flows (FOCF) for the next
12 months, even if prices fell below our price assumption.
Therefore, S&P now assesses Nyrstar's liquidity as adequate.

Liquidity and credit metrics could be improved further if Nyrstar
executed its strategy to divest its mining business.  Based on
S&P's price assumptions for zinc, it understands that the mining
division will experience negative cash flows of about EUR60
million-EUR80 million in 2016.  The company has recently put all
of its mining assets up for sale, aiming to sign agreements by
mid-2016.  Given uncertainty in the market and the unattractive
cost position of some mines, S&P do not factor the divestment
into its base case.  In S&P's view, a disposal of the mines, even
for a modest amount, could have a positive impact on the
company's profitability, adjusted debt level, and ultimately, the
ratings.

Under S&P's base-case scenario, it projects Nyrstar's Standard &
Poor's-adjusted EBITDA to be EUR190 million-EUR210 million in
2016, well below S&P's previous forecast of EUR330 million-EUR350
million.  The drop in projected EBITDA is explained by the change
in our assumption for zinc prices, resulting in heavy losses in
the mining division.  S&P expects the EBITDA to recover to EUR260
million-EUR280 million in 2017.  In 2015, the company reported
EBITDA of EUR280 million.  These assumptions underpin its
estimations:

   -- Zinc prices of $1,550/ton for the rest of 2016 and
      $1,750/ton for 2017.  Currently, zinc is traded at
      $1,730/ton.

   -- About 1.1 million metric tons of zinc production in the
      metal processing division.

   -- Zinc treatment charges of $210/dry metric ton in 2016 and
      2017, reflecting the shortage of zinc in the market.  No
      changes in the mining portfolio, with current operational
      mines continuing to extract zinc with negative cash flows
      through 2016 and 2017.  This represents a prudent scenario
      as Nyrstar has the option to put all mines under care and
      maintenance, limiting the negative cash flows, if no
      divestment is envisaged.  Peak capex of EUR300 million in
      2016, tapering materially in 2017 with capex close to
      maintenance levels.  Capex for 2016 includes the completion
      of the Port Pirie lead smelter project, which is scheduled
      to be commissioned in mid-2016.

   -- Small EBITDA contribution from Port Pirie in 2016.  Despite
      the recent drop in metal prices, the company still expects
      the project to generate attractive returns of about EUR80
      million after the ramp up.

   -- No dividends or material acquisitions.

Under S&P's base-case scenario, it forecasts funds from
operations (FFO) of about EUR120 million-EUR125 million in 2016,
improving to about EUR180 million-EUR190 million in 2017.
However, given substantial capex in 2016, S&P expects the company
to generate negative FOCF of about EUR220 million-EUR230 million.
However, S&P anticipates a slightly positive trend in 2017, with
FOCF of EUR35 million-EUR45 million in 2017.

S&P expects Nyrstar's debt-to-EBITDA ratio to be about 6x in
2016, improving to 4.0x-4.5x in subsequent years.  In S&P's view,
debt to EBITDA could improve to less than 4.0x if the company
completes its divestment program by the end of 2016 for modest
proceeds.

The positive outlook reflects a one-in-three probability that S&P
will upgrade Nyrstar to 'B' from 'B-' in the next 6-12 months.
An upgrade is contingent on the company's ability to progress its
mining divestment program, as well as ramping up its Port Pirie
project.  In S&P's view, developing these aspects could increase
its confidence in Nyrstar's ability to achieve debt to EBITDA of
below 4.5x in 2017.

An upgrade would also be subject to Nyrstar's ability to maintain
its adequate liquidity.  S&P expects the company to maintain debt
to EBITDA of 4.0x-4.5x, commensurate with a 'B' rating.

In S&P's view, it could raise the ratings if the company sold
part of its loss-making mines, which could result in a lower
negative cash flow in 2016 and 2017.  S&P could also take a
positive rating action if the company sold its more attractive
assets for modest proceeds, resulting in lower adjusted debt.
S&P believes that a divestment of the entire portfolio to a
single buyer is unlikely, and instead expect the mines to be sold
individually.

S&P could revise the outlook to stable if the company reported
higher-than-expected losses in the mining division.  This
scenario is possible if zinc prices were to fall below $1,500/ton
and the company decided not to put the loss making mines under
care and maintenance.  In addition, deterioration in the
company's liquidity, in particular, its access to the EUR400
million BBF, could weigh on the ratings.



===========
C Y P R U S
===========


CYPRUS: Expected to Exit EU Financial Bailout on March 23
---------------------------------------------------------
Nektaria Stamouli at The Wall Street Journal reports that in a
rare piece of good news for the crisis-racked European Union,
Cyprus is about to finish its financial bailout, leaving
neighboring Greece as the only country in the eurozone that still
needs rescue loans.

According to the Journal, Cypriot officials said eurozone finance
ministers were expected to announce on March 7 that Cyprus will
exit its EUR10 billion (US$11 billion) program on March 23.
European Commission Vice President Valdis Dombrovskis, who met
with the country's finance minister in Nicosia on March 3,
confirmed the program would end this month and praised the
government's progress, the Journal relates.

"This is not the end of the road," Mr. Dombrovskis, as cited by
the Journal, said.  "It is, in fact, very important to stay the
course, to continue the structural reform effort, to continue
with responsible fiscal policies."

There are a couple of blemishes, however, the Journal notes.
Cyprus, the Journal says, won't get the final EUR175 million of
its earmarked European funds, after it failed to carry out one
last measure -- privatizing the national telecoms company CYTA --
for lack of support in parliament.

Also, Cyprus's credit rating is still so low that, once the
bailout ends, Cypriot government bonds will no longer qualify for
the European Central Bank's asset-purchase program, the Journal
states.

The Cypriot government, which faces elections in May, wanted to
exit the bailout restrictions fully and so rejected the option of
a postbailout credit line from Europe, which would have allowed
ECB bond purchases, the Journal discloses.

The bailout was launched three years ago, when Cypriot banks
collapsed and the country had to impose capital controls to
prevent complete financial meltdown, the Journal recounts.



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


PEUGEOT SA: S&P Affirms 'BB/B' CCRs Then Withdraws Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B' long- and
short-term corporate credit ratings on French auto manufacturer
Peugeot S.A. and subsidiary GIE PSA Tresorerie.  S&P subsequently
withdrew these ratings at the issuer's request.  At the time of
the withdrawal, the outlook was positive.

At the same time, S&P withdrew its issue and recovery ratings on
Peugeot's senior unsecured notes.

At the time of the rating withdrawal, S&P's assessment of
Peugeot's business risk profile factored in S&P's view that its
improved operating efficiency and good market shares in Europe
offset its limited geographic diversity and its historically
volatile operating performances.

S&P's assessment of the company's financial risk profile
reflected the recent improvement in its credit ratios and the
possibility that non-operating cash inflows may support a further
decrease in debt over the coming years.  However, in S&P's view,
the company still lacked a track record of financial policy
commitments regarding the use of its sizable cash holdings to
reduce debt.

S&P viewed Peugeot's liquidity as strong, supported by a sizable
cash position and long-standing relationships with its banks,
among other factors.

The positive outlook indicated a one-in-three possibility that
S&P would raise its long-term ratings on Peugeot by one notch if
operating performance improved sustainably and if financial
policy remained prudent.


=============
G E O R G I A
=============


GEORGIAN OIL: Fitch Affirms 'BB-' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed JSC Georgian Oil and Gas Corporation's
(GOGC) Long-term foreign currency Issuer Default Rating (IDR) at
'BB-' with a Stable Outlook and senior unsecured rating on its
$US250m bond maturing in 2017 at 'BB-'.

GOGC is a state company that is involved in gas supply, pipeline
rental, electricity generation, oil upstream and transportation
activities. The ratings of GOGC are aligned with the sovereign's
as the government of Georgia considers the company critical to
its national energy policy. Fitch views GOGC's standalone profile
as commensurate with a 'B+' rating due to the company's small
size and limited operations.

Following the successful completion of Gardabani gas-fired
combined cycle power plant (Gardabani CCPP) in 2015, GOGC intends
to implement new investment projects, such as a similar gas-fired
power station and a gas storage facility, in 2016-2020. Fitch
understands from management that the required investments will
exceed $US400 million for both projects and will be financed with
GOGC's cash flow from operations and debt. In our view, GOGC will
be able to maintain a gross debt-to-EBITDA at below 4.0x (2015:
4.9x) and net debt-to-EBITDA at below 3.0x (2015:3.3x) through
the cycle.

KEY RATING DRIVERS

Ratings Aligned with Sovereign's

GOGC is one of several corporations in Georgia viewed by the
government as critical to the national energy policy. GOGC's
rating alignment is supported by 100% indirect state ownership
via JSC Partnership Fund (PF) and by strong management and
governance linkages with the sovereign.

GOGC's operations are supervised by the Ministry of Energy and
the company has the status of a national oil company operating
within the contractual framework of inter-governmental agreements
between Georgia and Azerbaijan. GOGC's main completed investment
project, the Gardabani CCPP, benefits from a government-
guaranteed internal rate of return (IRR) of 12.5% over the
asset's life, further underlining the company's strong ties with
its ultimate owner. In its discussions with Fitch in 2015, the
Georgian government has also stressed its commitment to continue
supporting the financial health of GOGC.

Power Plant Put into Operation

GOGC commissioned a $US220 million 239megawatt (MW) capacity gas-
fired power plant in Gardabani in September 2015. GOGC fully
financed the project through equity contributions and loans to
both the power plant SPV and PF, which acquired a stake in the
project from GOGC. GOGC's and PF's share ownership of the plant
are at 51% and 49%, respectively, although GOGC retains
managerial control of the SPV.

PF fully repaid the loan in September 2015 to improve GOGC's
liquidity profile. In our forecasts for GOGC, Fitch incorporates
100% of future cash flows from Gardabani CCPP, but exclude
interest and principal repayments from the project SPV. Gardabani
CCPP will start paying dividends to its shareholders in 2027
after it repays the loan taken from GOGC. The power plant has the
status of guaranteed capacity provider and will receive a
regulated revenue stream with an IRR of 12.5% over asset life
guaranteed by the government. We expect that Gardabani CCPP's
annual gross profit will range between $US30m and $US40m in 2016-
2019.

'B+' Standalone Profile

Fitch assesses GOGC's standalone profile as commensurate with a
'B+' rating, supported by the contractual nature of GOGC's
revenues. The company's gross income from pipeline rental, oil
transportation and power generation is fairly predictable, and it
will amount to 88% of GOGC's total gross income in 2016 (defined
as revenue less gas purchase costs), according to Fitch's
estimates.

However, GOGC's profit from gas supply operations with SOCAR Gas
Export and Import (SGEI), a subsidiary of the State Oil Company
of the Azerbaijan Republic (SOCAR, BB+/Negative), has been
shrinking in 2012-2015 due to a higher share of more expensive
gas purchased by GOGC from SOCAR and the introduction of gas
price subsidies to households by the government. Its standalone
profile is also constrained by its exposure to SGEI, GOGC's sole
natural gas customer, which accounted for 71% of revenue in 2015.
The lower profitability of the gas supply business is offset with
additional stable EBITDA stemming from the reserve fee of
Gardabani CCPP.

As a result of the gas supply margin squeeze, GOGC's gross income
from the gas supply segment declined to GEL38 million in 2015
from GEL54 million in 2012, while gross income from other
segments rose to GEL121 million from GEL67 million over the same
period. Fitch assumes that the subsidies will be reduced in 2017-
2018 but Georgia will import gas at a higher average price in the
future due to growing consumption and purchases of more expensive
alternative SOCAR gas. This risk is mitigated by a possibility
that gas prices in the alternative contract may be lowered in
line with the global decline in gas prices. Fitch estimates that
GOGC's gas supply absolute margins will grow in 2016-2019 and
average at $US10 per thousand cubic metres (mcm).

Leverage Depends on Investments

GOGC is considering implementing two major projects over the
medium term. The company may build another 230MW gas-fired power
plant that will be located next to Gardabani CCPP and share the
same design. GOGC expects the plant to be completed by 2018. In
addition, GOGC may construct a gas storage reservoir in a former
oil field in Georgia. The final investment decision and financing
plan for the new power plant is expected in 2016.

As Georgia currently has no gas storage facilities, Fitch assumes
this project would be strategic for the government, and would
further strengthen GOGC's ties with the sovereign. Fitch expects
that the cost before value added tax of the new power plant will
amount to $US190 million, to be spread over 2016-2017, while the
gas storage project will require around $US230m of investments in
2018-2020. Fitch assumes the investments in the gas storage
facility will begin in 2018 only after the new power plant is
completed as we expect slower growth in GOGC's gas sale price
than GOGC management has projected. The government guarantees
related to the return on these two projects or other forms of
state support have not yet been established, but GOGC expects the
new power plant project that will start in 2016 will have a
state-guaranteed IRR.

GOGC's gross leverage was broadly equal to 4.0x EBITDA in 2012-
2014, in line with Fitch's guidance for a standalone rating in
the upper 'B' category, but increased to 4.9x in 2015 due to the
benefit of GEL depreciation on GOGC's income not being fully felt
(but will only be seen in 2016 assuming a broadly stable average
$US/GEL rate) and weaker EBITDA from gas supply operations. Fitch
currently forecast that the company's gross leverage will remain
close to 5.0x in 2016-2017, before falling to below 4.0x in 2018
after GOGC's second power plant is commissioned. Ultimately, the
credit metrics will depend on the size and timing of the
company's investment plans. However, Fitch conservatively assumes
that the increase in gas sale tariffs will be less steep than
expected by GOGC, e.g. we assume gas sale prices to be on average
$US9/mcm lower than the company's forecast prices in 2018-2019.

Size and Capex Constrain Ratings

The principal rating constraints are the company's small size,
high leverage and required funding for new investment projects
resulting in negative free cash flow (FCF). Fitch believes the
government views GOGC as an investment vehicle for strategically
important projects, such as the gas power plant and a potential
gas storage facility, which adds to the company's inherent credit
risks given the large size of such projects.

Receivables Growth Damages Cashflow

GOGC's cashflow from operations (CFO) slumped to GEL17 million in
2015 from GEL80 million in 2014, primarily due to higher accounts
receivable balance that reached GEL181 million at December 31,
2015, up from GEL70 million a year earlier. The balance from SGEI
accounted for around GEL143 million of GOGC's receivables at end-
2015. As SGEI pays an annualized interest of LIBOR+16% on the
payables to GOGC related to natural gas supply operations, we
expect that SGEI will significantly reduce the amount owed to
GOGC over 2016. SGEI's obligations arising from natural gas
purchases from GOGC are guaranteed by SOCAR.

KEY ASSUMPTIONS

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

-- Stable dollar-denominated revenues and EBITDA from core
    pipeline rental, oil transportation and power generation
    operations.

-- Gas supply obligations of GOGC for households and power
    generation will not exceed the amount of gas available to the
    company through existing contracts by more than 100,000mcm
    per year.

-- Average gas sale price equal to $US123/mcm in 2016-2019.

-- Investments in the second gas-fired power plant amounting to
    $US190 million in 2016-2017; the plant will start operation
    in 2018.

-- Investment in the gas storage facility of $US230m in 2018-
    2020; the facility begins generating income after 2020.

-- $US/GEL exchange rate equal to 2.37 in 2016 and 2.35
    thereafter.

-- Total capex averaging GEL250m in 2016-2019.

-- Dividend payout ratio equal to 35%.

RATING SENSITIVITIES

Positive: Future developments that may result in positive rating
action include:

-- A positive rating action for Georgia (due to such factors as
    smaller current account deficits, strong and sustainable GDP
    growth accompanied by ongoing fiscal discipline or reduction
    in the dollarization ratio, among others)
    Negative: Future developments that may result in negative
    rating action include:

-- A negative rating action for Georgia (due to such factors as
    pressure on foreign exchange reserves or deterioration in
    either the domestic or regional political climate, among
    others)

-- Weakening state support and/or an aggressive investment
    program resulting in a significant deterioration of
    standalone credit metrics, e.g. net debt/EBITDA above 3.5x on
    a sustained basis

-- Unexpected changes in the contractual frameworks governing
    GOGC's midstream activities

LIQUIDITY
At end-2015, GOGC's cash and short-term deposits equalled GEL191
million, and the company did not have debt repayments due 2016.
GOGC also held a non-restricted long-term deposit of GEL37
million at end-2015. We assume that GOGC's $US250 million bond
due 2017 will be refinanced. In addition, GOGC lent on $US28.5
million to the State Service Bureau LLC, the state property
management agency, in 2013, and the repayment of this loan was
extended from 2014 to 2017 in May 2014. Fitch estimates that GOGC
has limited exposure to FX risk as its revenues, debt and around
85% of its costs are denominated in US dollars.

At end-2015, GOGC's cash and deposits were held with several
local banks, including Bank of Georgia (BB-/Stable), TBC Bank
(BB-/Stable) and Bank VTB (Georgia) OJSC. Additionally, GOGC had
a $US30 million undrawn committed credit line from Bank VTB
(Georgia) OJSC as of 31 December 2015.

FULL LIST OF RATING ACTIONS

  Long-term foreign and local currency IDRs: affirmed at 'BB-';
  Outlook Stable;

  Short-term foreign and local currency IDRs: affirmed at 'B';

  Foreign currency senior unsecured rating: affirmed at 'BB-'.



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


FREESEAS INC: Obtains $500,000 Financing From MTR3S Holding
-----------------------------------------------------------
FreeSeas Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it entered into a
securities purchase agreement with MTR3S Holding Ltd., on
March 1, 2016, pursuant to which, the Company sold a $500,000
principal amount convertible note to the Investor for gross
proceeds of $500,000.  The Financing closed on March 2, 2016.

The Note will mature on the one year anniversary of the Closing
Date and will bear interest at the rate of 8% per annum, which
will be payable on the maturity date or any redemption date and
may be paid, in certain conditions, through the issuance of
shares, at the discretion of the Company.

The Note will be convertible into shares of the Company's common
stock, par value $0.001 per share, at a conversion price equal to
the lesser of (i) $0.23 and (ii) 60% of the lowest volume
weighted average price of the Common Stock during the 21 trading
days prior to the conversion date, provided, however, that the
total number of shares of Common Stock issuable upon conversion
of the Note shall not exceed 45,045,045.

If an event of default under the Notes occurs, upon the request
of the holder of the Note, the Company will be required to redeem
all or any portion of the Note (including all accrued and unpaid
interest), in cash, at a price equal to the greater of (i) up to
127.5% of the amount being converted, depending on the nature of
the default, and (ii) the product of (a) the number of shares of
Common Stock issuable upon conversion of the Note, times (b)
127.5% of the highest closing sale price of the Common Stock
during the period beginning on the date immediately preceding
such event of default and ending on the trading day that the
redemption price is paid by the Company.

The Company has the right, at any time, to redeem all, but not
less than all, of the outstanding Note, upon not less than 30
days nor more than 90 days prior written notice.  The redemption
price will equal 127.5% of the amount of principal and interest
being redeemed.

The convertibility of the Note may be limited if, upon conversion
or exercise (as the case may be), the holder thereof or any of
its affiliates would beneficially own more than 4.99% of the
Common Stock.

So long as the Note is outstanding, the Company is prohibited
from entering into any transaction to (i) sell any common stock
or securities convertible into or exercisable for the Company's
common stock pursuant to (A) Regulation S under the Securities
Act of 1933, as amended, (B) Section 3(a)(9) of the 1933 Act or
(C) Section 3(a)(10) of the 1933 Act or (ii) sell securities at a
future determined price, including, without limitation, an
"equity line of credit" or an "at the market offering."

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.

As of June 30, 2015, the Company had $41.4 million in total
assets, $32.2 million in total liabilities and $9.22 million in
total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under
its loan facilities and has not complied with certain covenants
included in its loan agreements.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  Also, the Company has disclosed alternative
methods of testing the carrying value of its vessels for purposes
of testing for impairment during the year ended December 31,
2014.  These conditions among others raise substantial doubt
about the Company's ability to continue as a going concern.



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


PETROCELTIC INT'L: Worldview Capital Wants Examiner Appointed
-------------------------------------------------------------
Sunday Business Post reports that Petroceltic International is
taking legal advice over an attempt by Worldview Capital to
appoint an examiner to the exploration company.

Dissident shareholder Worldview, which has a 29% share of the
company, brought a High Court action on March 4 aimed at securing
court protection for Petroceltic, Sunday Business Post relates.

Petroceltic, whose chief executive is Brian O'Cathain, owes about
US$230 million to its banks and is currently unable to make its
repayments, Sunday Business Post discloses.

Worldview, Sunday Business Post says, wants to appoint
high-profile Grant Thornton accountant Michael McAteer as an
examiner to the exploration company.  According to Sunday
Business Post, the matter is due to come back before the High
Court for hearing on April 4.

Worldview has been in a bitter dispute with Petroceltic's board
for more than 18 months over governance and strategy, Sunday
Business Post relays.

The examinership petition seeks protection for Petroceltic
International plc and two related companies, Petroceltic
Investments Ltd and Petroceltic AinTsila Ltd., Sunday Business
Post states.

Worldview claims Petroceltic remains in an "uncertain position"
relating to its bank facilities and its ability to continue as a
going concern absent court protection, Sunday Business Post
notes.

According to Sunday Business Post, based on an independent
expert's report, Worldview says it believes Petroceltic and
related companies have a viable future as a going concern subject
to certain conditions.

Petroceltic International is a Dublin-based oil and gas explorer.



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


AUTOSTRADA BRESCIA: Fitch Affirms 'BB+' Rating on Sr. Sec. Bond
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Autostrada Brescia
Verona Vicenza Padova's (ABVP) EUR600 million senior secured bond
to Negative from Stable, while affirming its rating at 'BB+'.

The Negative Outlook reflects regulatory uncertainty following
delays to the approval of ABVP's regulated business plan, which
is holding up tariff increase. At the same time there remains no
visibility on the final weighted average cost of capital (WACC)
for the current regulatory period. This is caused by a standstill
in the approval of Valdastico Nord, a greenfield project covering
the north-east of Italy in ABVP's network.

The Ministry of Infrastructure (the grantor - MIT) and the local
authorities are still discussing on the final location and layout
of Valdastico Nord network. In 2H15 a formal committee between
central and relevant local authorities was established to find an
agreement on project development but the timing of the approval
remains unclear at this stage. Such overall regulatory
uncertainty reduces the visibility of ABVP's future cash flow
generation, leading to today's Outlook revision.

The 'BB+' rating considers ABVP's solid asset profile as well as
its fairly weak debt structure that comprises one single bullet
maturity with high exposure to refinancing risk.

ABVP operates one of the busiest Italian toll road networks under
an unusual concession structure where capex and related debt are
recovered through a terminal value (TV) payment. This TV is paid
by a new concessionaire at concession maturity (2026) or, in case
of delays, two years later by MIT in 2028. If the TV is not paid,
ABVP will continue to operate the concession.

In Fitch's view, the TV mechanism is robust as TV payment is
contractually calculated on net book value, allowing ABVP to
recover realised investments. However, the TV scheme is unusual
and substantially untested in Italy, which may affect banks'
appetite to refinance such transaction structures. Despite a high
breakeven interest rate at refinancing (15% in Fitch base case),
this uncertainty results in a 'Weaker' assessment for Debt
Structure Key Risk Factor and weighs on ABVP's rating.

KEY RATING DRIVERS

Volume Risk - Midrange

ABVP operates a fairly small network (235km) that is
strategically located at the centre of A4 corridor linking the
west-east stretch of northern Italy. The concession has a
predominantly (73%) light vehicles traffic structure with a mixed
short/medium distance traffic profile supported by a wealthy and
industrialized catchment area.

Traffic was resilient throughout the 2008-2011 financial crisis
but experienced a shock in 2012 (-6.4% vs. -7.2% nationwide) due
to a collapse of domestic consumption in response to austerity
measures. Traffic slightly contracted in 2013 (-0.98% vs -1.7%
Italy) but recovered in 2014 (1.95%) and 9M15 (+4.3%), partially
driven by the opening of new stretches.

The inherent uncertainty of traffic related to the new Valdastico
Nord stretch is, in our view, not credit-material given the small
proportion of cash flow expected from this part of the network.
Under Fitch's rating case, traffic will increase 0.7% during the
concession period.

Price Risk - Midrange

The price mechanism allows a return on the asset base and
recovery of operating costs and depreciation of assets. The
mechanism is protective on paper but the assessment of this key
rating factor is weighed down by the history of fairly low tariff
increases (0.5% in 2005-2009) as well as recent tariff
suspension, pending the approval of the regulated business plan.
The grantor is, however, committed to allowing ABVP to recover
the tariff shortfall when the updated business plan is approved.
Under the rating case we assumed flat tariffs until 2017.

Infrastructure Development & Renewal: Midrange

ABVP has extensive experience in delivering investments on its
network. In August 2015, the company successfully delivered the
last stretch of Valdastico Sud. However, the company now faces a
more ambitious capex program (EUR2.3billion included in the 2016-
2026 business plan), which will mechanically increase TV payment
at concession maturity. The key investment is Valdastico Nord,
whose final design and location is still under discussion. The
grantor's extensive oversight both in the tender and execution
phase of Valdastico Nord mitigates the execution risk of the
capex plan. The infrastructure renewal attribute is assessed as
Midrange.

Debt Structure: Weaker
The rated bond is senior secured, bullet and fixed-rate. Caps on
distribution and lock-up covenants are protective features as are
the broad set of ring-fencing provisions included in the
concession agreement. The change of control clause does not offer
material protection as it does not prevent the ultimate sponsor
(Intesa Sanpaolo; BBB+/Stable) disposing of its indirect
controlling stake in ABVP. The current rating of the bond does
not factor any form of shareholders' support.

The capital structure will further change in the future as ABVP
seeks to raise additional external funding to cover its large
investment plan. Future creditors will rank pari-passu and share
the security package with bondholders.

The rated bond is exposed to refinancing risk. Due to high capex
requirements, ABVP will remain cash flow-negative post interest
payment until 2023. New lenders refinancing the bond in 2020 will
therefore rely on the TV payment at concession maturity. A delay
in the receipt of the TV payment would mechanically delay the
reimbursement of that loan. Under this scenario, ABVP would
continue to run the concession, leaving lenders with a fair level
of protection and incentive to roll over their debt until TV is
paid. However, the uncertainty on banks' and the capital market's
appetite for financing such transaction structures leaves
bondholders exposed to refinancing risk and results in weaker
overall assessment of ABVP's debt structure.

Debt Service

Fitch rating case -- which incorporates conservative adjustments
on traffic, inflation, opex and capex -- results in a minimum
project life cover ratio (PLCR) of 1.16x, which is a relevant
metric in this transaction as a large part of debt raised over
the concession period will be reimbursed through TV payment. The
ratios would have been higher if we had given full credit to
regulatory protections on pass-through costs.

Average interest coverage ratio (ICR) is 2.9x, while projected
three-year leverage is 6.2x. The rating case also includes upward
adjustment to the cost of the bond refinancing facility (7.3%) as
lenders may, in our view, seek higher interest rates to account
for various uncertainties of the concession agreement, including
the timeliness of TV payment.

Sensitivity stresses on a variety of factors are robust, notably
for the potentially higher cost of the bond refinancing facility
(break-even interest rate 15.2% in base case, 13.0% in Fitch
rating case) or lower-than-expected inflation and traffic growth.
A delay of four years (to 2030) in TV payment would not
materially alter the credit profile of the transaction as the
impact of debt reduction from available free cash flow would be
offset by a lower final TV payment.

Specific Concession Features

A lack of agreement on Valdastico Nord will create uncertainties
on ABVP's future operations since concession terms require
grantor and ABVP to revise accordingly the business plan and the
concession itself. This may lead to a shorter maturity or to an
early concession termination. In the case of early termination,
however, ABVP will continue to operate the concession until TV
(EUR0.9 billion in 2015) is paid. The early termination of the
concession in itself would not trigger bond acceleration. Bond
acceleration will only be triggered by a loss of operational
control of the network or by concession amendments leading to a
material reduction of current TV.

Peer Group

ABVP is not directly comparable to any peers. Its transaction
structure is fully based on TV payment at concession maturity
rather than the usual path of debt-funded capex and subsequent
debt repayment by free cash flow available before concession
maturity.

ABVP is significantly smaller than national/regional toll road
operators such as Atlantia (A-/Stable), Sias (BBB+/Stable),
Abertis (BBB+/Stable) and Brisa (BBB/Stable). Compared with its
Italian peers, ABVP performed slightly better during the economic
downturn. ABVP is an experienced operator but its infrastructure
renewal attribute is assessed as Midrange (versus Stronger for
almost all its EMEA peers) because its investment plan mostly
comprises greenfield capex. Like most of its peers, ABVP's debt
structure is bullet but the high concentration of debt
maturities, lack of experience and name recognition in the
capital markets and refinancing risk related to the TV payment
scheme lead to a weaker assessment of the debt structure.

RATING SENSITIVITIES

Persistent regulatory uncertainty on tariff increases or on the
approval of the regulated business plan and lower-than-expected
WACC would be credit-negative as would any adverse changes to the
concession framework or TV scheme. From a credit metric
perspective, the rating could be downgraded should the minimum
PLCR weaken to 1.1x under the rating case.

Failure to pre-fund its bond well in advance would be credit
negative as would an increase in current refinancing risk.

Approval of the regulated business plan and related WACC as
expected and the full recovery of tariff shortfall would lead to
the Outlook being revised to Stable.

Fitch views the grantor's obligation to pay the TV as
subordinated to Italy's financial obligations but given Italy's
current rating (BBB+/Stable), this does not represent a
constraint on ABVP's rating. However, ABVP's rating would be
negatively affected if Italy's rating is downgraded by more than
one notch.


BANCA ETRURIA: Bank of Italy Issues Sanctions v. 27 Ex-Members
--------------------------------------------------------------
ANSA reports that the central bank said on March 4 the Bank of
Italy has issued sanctions worth a total of EUR2.2 million
against 27 former members of the "old" Banca Etruria.

Banca Etruria is one of four failed banks rescued by the
government last November, ANSA discloses.

According to ANSA, the 27 including former board members will
have to pay fines ranging from 52,000 to 130,000 euros each,
according to their level of responsibility and the length of time
during which they held their posts.

Last month, a bankruptcy court in Arezzo declared the "old" Banca
Etruria insolvent, upholding a request by bank commissioner
Giuseppe Santoni, ANSA recounts.

Following the ruling, prosecutors have opened a probe into
fraudulent bankruptcy, ANSA relays.

Banca Etruria is a local bank based in the medieval Tuscan city
of Arezzo.



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


ARES EURO I: Moody's Raises Rating on Class E Notes to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has taken rating actions on these notes
issued by Ares Euro CLO I B.V.:

  EUR151.2 mil. (current outstanding balance of EUR25.0 mil.)
   Class A-1 Senior Secured Floating Rate Notes due 2024,
   Affirmed Aaa (sf); previously on May 6, 2015 Affirmed Aaa (sf)

  EUR37.8 mil. Class A-2 Senior Secured Floating Rate Notes due
   2024, Affirmed Aaa (sf); previously on May 6, 2015, Affirmed
   Aaa (sf)

  EUR52.0 mil. (current outstanding balance of EUR17.3 mil.)
   Class A-3 Senior Secured Floating Rate Notes due 2024,
   Affirmed Aaa (sf); previously on May 6, 2015, Affirmed
   Aaa (sf)

  EUR8.0 mil. Class B-1 Senior Secured Deferrable Floating Rate
   Notes due 2024, Affirmed Aaa (sf); previously on May 6, 2015,
   Upgraded to Aaa (sf)

  EUR13.0 mil. Class B-2 Senior Secured Deferrable Fixed Rate
   Notes due 2024, Affirmed Aaa (sf); previously on May 6, 2015,
   Upgraded to Aaa (sf)

  EUR19.0 mil. Class C Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to Aaa (sf); previously on May 6,
   2015, Upgraded to Aa3 (sf)

  EUR26.0 mil. Class D Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to A3 (sf); previously on May 6,
   2015, Affirmed Baa3 (sf)

  EUR13.5 mil. Class E Senior Secured Deferrable Floating Rate
   Notes due 2024, Upgraded to Ba2 (sf); previously on May 6,
   2015, Affirmed Ba3 (sf)

  EUR6.0 mil. Class F Senior Secured Deferrable Floating Rate
   Notes due 2024, Affirmed B3 (sf); previously on May 6, 2015,
   Downgraded to B3 (sf)

  EUR8.0 mil. Class Q Combination Notes due 2024, Upgraded to
   Aa3 (sf); previously on May 6, 2015 Affirmed A3 (sf)

Ares Euro CLO I B.V., issued in April 2007, is a collateralized
Loan Obligation backed by a portfolio of mostly high yield
European loans.  The portfolio is managed by Ares Management
Limited.  The transaction's reinvestment period ended on 15 May
2014.

RATINGS RATIONALE

The rating actions on the notes are primarily a result of
deleveraging of the senior notes and subsequent improvement of
over-collateralization ratios.  Classes A-1, A-2 and A-3 notes
have paid down in total by EUR 98.8 mil. since the last rating
action in May 2015.

As a result of the deleveraging, over-collateralization has
increased across the capital structure.  As per the trustee
report dated January 2016, the Classes A, B, C, D, E and F
overcollateralization ratios are reported at 222.93%, 176.64%,
148.70%, 122.24%, 111.90% and 107.84% respectively, compared to
154.5%, 138.3%, 126.3%, 112.9%,107.0% and 104.5% in the March
2015 report.

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

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR179.1
million, a weighted average default probability of 20.04%
(consistent with a WARF of 2797), a weighted average recovery
rate upon default of 48.38% for a Aaa liability target rating, a
diversity score of 30 and a weighted average spread of 3.56%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  Moody's generally applies recovery rates
for CLO securities as published in "Moody's Approach to Rating SF
CDOs".  In some cases, alternative recovery assumptions may be
considered based on the specifics of the analysis of the CLO
transaction.  In each case, historical and market performance and
a collateral manager's latitude to trade collateral are also
relevant factors.  Moody's incorporates these default and
recovery characteristics of the collateral pool into its cash
flow model analysis, subjecting them to stresses as a function of
the target rating of each CLO liability it is analyzing.

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate in
the portfolio.  Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model-generated outputs
were unchanged for Classes A-1, A-2, A-3, B-1 and B-2 and within
two notches of the base-case result for the remaining Classes.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy.  CLO notes' performance may also be impacted
either positively or negatively by (1) the manager's investment
strategy and behavior and (2) divergence in the legal
interpretation of CDO documentation by different transactional
parties 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 loan
prepayment levels or collateral sales the collateral manager or
be delayed by an increase in loan amend-and-extend
restructurings. Fast amortization would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

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


MONASTERY 2006-I: S&P Affirms CCC Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Monastery 2004-I B.V. and Monastery 2006-I B.V.

Specifically, S&P has:

   -- Raised its ratings on Monastery 2004-I's class B, C, and D
      notes, and Monastery 2006-I's class A2 notes;

   -- Raised and placed on CreditWatch positive its rating on
      Monastery 2006-I's class B notes;

   -- Affirmed its ratings on Monastery 2004-I's class A2 notes
      and Monastery 2006-I's class D notes; and

   -- Placed on CreditWatch positive its rating on Monastery
      2006-I's class C notes.

Upon publishing S&P's updated criteria for Dutch residential
mortgage-backed securities (Dutch RMBS criteria), it placed those
ratings that could potentially be affected "under criteria
observation".

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

The rating actions follow S&P's credit and cash flow analysis of
the transactions and the application of S&P's updated Dutch RMBS
criteria, as well as its analysis of set-off risk as a result of
duty-of-care claims.  S&P's base its set-off risk assessment on
information provided by the note trustee in relation to the
framework agreement between DSB Bank N.V.'s insolvency
administrator, consumer organizations, and legal insurers.

In S&P's opinion, the current outlook for the Dutch residential
mortgage and real estate market is benign.  The generally
favorable economic conditions support S&P's view that the
performance of Dutch RMBS collateral pools will remain stable in
2016.  Given S&P's outlook on the Dutch economy, it considers the
base-case expected losses of 0.5% at the 'B' rating level for an
archetypical pool of Dutch mortgage loans, and the other
assumptions in S&P's Dutch RMBS criteria, to be appropriate.

The portfolios' collateral performance has stabilized since S&P's
previous review, with the number of loans in arrears by more than
90 days as of December 2015 falling to 2.30% and 2.10% from 5.88%
and 4.34% in Monastery 2004-I and 2006-I, respectively.

In addition, the frequency of the duty-of-care set-off amounts
has decreased in the past 12 months, resulting in excess spread.
In turn, the excess spread replenished the reserve funds and
increased the level of available credit enhancement for all
classes of notes in both transactions.

After applying S&P's Dutch RMBS criteria to these transactions,
S&P's credit analysis results show an increase in the weighted-
average foreclosure frequency (WAFF) and an increase in the
weighted-average loss severity (WALS) for each rating level
compared with those at closing.

Monastery 2004-I
Rating level          WAFF (%)      WALS (%)
AAA                      28.1           49.0
AA                       20.2           45.7
A                        15.6           39.0
BBB                      10.9           35.1
BB                        6.6           32.3
B                         5.2           29.7

Monastery 2006-I
Rating level          WAFF (%)      WALS (%)
AAA                       34.0          54.2
AA                        24.0          51.0
A                         18.4          44.6
BBB                       12.7          41.0
BB                         7.4          38.3
B                          5.6          35.7

The increase in the WAFF is primarily due to the use of original
loan-to-value (OLTV) ratios in the WAFF calculation (as opposed
to current LTV ratios), and the application of an originator
adjustment at the higher end of S&P's originator adjustment range
(0.7x to 1.3x), reflecting the observed historical performance of
DSB Bank originated pools.

The increase in the WALS is mainly due to the application of
S&P's updated market value decline assumptions, which are higher
under its updated criteria.

Despite the increased WAFF and WALS, the increased level of
available credit enhancement for Monastery 2004-I's class B, C,
and D notes, and Monastery 2006-I's class A2 and B notes,
combined with the diminishing duty-of-care set-off amounts, are
commensurate with higher ratings than those currently assigned.
S&P has therefore raised its ratings on these classes of notes.

S&P's credit and cash flow analysis also indicates that the
available credit enhancement for Monastery 2006-I's class C and D
notes is commensurate with the currently assigned ratings.  S&P
has therefore affirmed its rating on the class D notes.

The available credit enhancement for Monastery 2004-I's class A2
notes is commensurate with a higher rating than currently
assigned.  However, as S&P does not consider the swap agreements
for either transaction to be in line with its current
counterparty criteria, the maximum potential rating for the notes
is constrained at one notch above the issuer credit rating on the
swap guarantor, Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A. (Rabobank Nederland; A+/Stable/A-1).  S&P has therefore
affirmed its 'AA- (sf)' rating on Monastery 2004-I's class A2
notes.

                   POTENTIAL DUTY-OF-CARE CLAIMS

Each of the asset pools currently contains a large proportion of
loans whose borrowers are alleging, among other issues, due care
failures with respect to the selling of accompanying insurance
products and the overextension of credit.

In September 2011, DSB Bank's insolvency administrator and
consumer organizations entered into a framework agreement to
clarify the extent and potential set-off amount of these claims.
The agreement is to allow borrowers to offset compensation
amounts against their outstanding loan balance.  Under the
agreement, compensation amounts will first be set off against any
arrears, and borrowers will subsequently set off against the
principal amount outstanding of any loan at their discretion --
most likely the loans bearing the highest interest rate.  The
period for borrowers to apply for compensation ended on Nov. 8,
2015.

In November 2015, DSB Bank's bankruptcy trustee estimated the
maximum potential impact of duty-of-care claims at EUR6.5 million
in Monastery 2004-I and EUR7.0 million in Monastery 2006-I.
Claims completed and processed have been provisioned to the
respective principal deficiency ledgers.

As of December 2015, the realized cumulative losses due to
completed and processed duty-of-care claims amounted to EUR6.1
million in Monastery 2004-I and EUR9.4 million in Monastery
2006-I.  S&P understands that each of the issuers has claimed
against the DSB Bank estate on the basis of, among other factors,
a breach of the representations and warranties DSB Bank provided
at sale to the issuer.  To date, the issuers have received
EUR4.6 million in Monastery 2004-I and EUR7.2 million in
Monastery 2006-I, representing a payout ratio of 74% of the
amount claimed.

S&P understands that DSB Bank's bankruptcy trustee has agreed to
buy off each issuer's claim and related future claims by paying
the issuer's claim less the distributions that have already been
made, representing a payout ratio of 100% of the amount claimed.
If the bankruptcy trustee honors this agreement, at the next
payment date, the expected recoveries will flow through the
respective waterfalls thereby replenishing reserve funds and
increasing the available credit enhancement.

S&P has therefore placed on CreditWatch positive its ratings on
Monastery 2006-I's class B and C notes to reflect the positive
ratings effect this will have on this transaction.  S&P will seek
to resolve the CreditWatch placements within the next 90 days,
once it receives confirmation on whether or not the issuer has
received the expected recoveries.

The assets backing both transactions are residential mortgage
loans, granted to individuals in the Netherlands.  DSB Bank (now
insolvent) originated the loans in both transactions.

RATINGS LIST

Class               Rating
          To                    From

Monastery 2004-I B.V.
EUR861 Million Secured Mortgage-Backed Floating-Rate Notes

Ratings Raised

B         AA- (sf)              A (sf)
C         A (sf)                BBB (sf)
D         BBB (sf)              BB (sf)

Rating Affirmed

A2        AA- (sf)

Monastery 2006-I B.V.
EUR875 Million Secured Mortgage-Backed Floating-Rate Notes

Rating Raised

A2        AA- (sf)              A- (sf)

Rating Raised And Placed On CreditWatch Positive

B         BBB- (sf)/Watch Pos   BB- (sf)

Rating Placed On CreditWatch Positive

C         B- (sf)/Watch Pos     B- (sf)

Rating Affirmed

D         CCC (sf)


ZOO ABS II: S&P Raises Rating on Class C Notes to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
ZOO ABS II B.V.'s class A-1, A-2, B, and C notes.  At the same
time, S&P has affirmed its ratings on the class D and E notes.

The rating actions follow S&P's assessment of the transaction's
performance, using data from the Dec. 28, 2015 trustee report and
applying its relevant criteria.

Since S&P's Dec. 24, 2014 review of the transaction, the average
credit quality of the portfolio has improved to 'BB+' from 'BB',
while the weighted-average spread earned on the collateral pool
has decreased to 139 basis points (bps) from 154 bps.  In terms
of the portfolio's composition, residential mortgage-backed
securities (RMBS) comprise 73.76% of the portfolio balance, while
corporate collateralized debt obligations (CDOs) make up 15.53%.
The portfolio's largest country exposure is to Italy (59.89%).

The available credit enhancement has increased for all of the
rated notes, except the class E notes, due to the senior notes'
structural deleveraging.  The class A-1 notes have received
principal paydowns of EUR48.11 million since S&P's previous
review and have a note factor (the current notional amount
divided by the notional amount at closing) of 26.36%.  The
upgrades of the class A-1 to C notes reflect the increased credit
enhancement.

All par value tests, except the class E par value test, currently
comply with the required levels under the transaction documents.
In S&P's previous review, both the class D and E par value tests
did not comply with the required levels.  None of the rated notes
are currently deferring interest.  The class E notes had a
deferred interest component of EUR1.69 million at S&P's previous
review, which the issuer has since paid off.

Obligor concentration in the portfolio has increased due to
portfolio deleveraging, with 39 performing distinct obligors,
down from 74 in S&P's previous review.  The proportion of assets
that S&P considers to be rated in the 'CCC' category ('CCC+',
'CCC', or 'CCC-') has decreased since S&P's previous review,
while assets that S&P considers to be defaulted (assets rated
'CC', 'C', 'SD' [selective default], and 'D') have increased to
EUR10.34 million from EUR7.84 million over the same period.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on S&P's stress
assumptions, that a tranche can withstand and still fully repay
the noteholders.  In S&P's analysis, it used the portfolio
balance that it considers to be performing (EUR103,264,786), the
current weighted-average spread (1.39%), and the weighted-average
recovery rates calculated in line with S&P's criteria.  S&P
applied various cash flow stresses, using its standard default
patterns, in conjunction with different interest rate stress
scenarios.

The increase in available credit enhancement for the class A-1 to
C notes has resulted in each class of notes achieving higher
ratings in S&P's cash flow analysis.  The results of S&P's cash
flow analysis indicate that these rated classes of notes are able
to sustain defaults at higher rating levels than those currently
assigned.  S&P has therefore raised its ratings on the class A-1,
A-2, B, and C notes.  At the same time, S&P has affirmed its
'CCC (sf)' rating on the class D notes and 'CCC- (sf)' rating on
the class E notes as the available credit enhancement is
commensurate with the currently assigned ratings.

The class X notes, which S&P rated 'AAA (sf)', redeemed on the
December 2015 payment date and S&P subsequently withdrew this
rating.

ZOO ABS II is a cash flow CDO of asset-backed securities (ABS)
transaction that securitizes structured finance securities,
mostly RMBS and CDOs.  The transaction closed in December 2005
and is managed by P&G SGR SpA.

RATINGS LIST

Class               Rating
            To                From

ZOO ABS II B.V.
EUR255.5 Million Senior Delayed Drawdown And Deferrable-Interest
Secured Floating-Rate Notes

Ratings Raised

A-1         A (sf)            BBB (sf)
A-2         BBB- (sf)         BB+ (sf)
B           BB (sf)           B+ (sf)
C           BB- (sf)          B (sf)

Ratings Affirmed

D           CCC (sf)
E           CCC- (sf)



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


PORTUGAL: Fitch Affirms 'BB+' Long-Term Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on Portugal's Long-term
foreign and local currency Issuer Default Ratings (IDR) to Stable
from Positive and affirmed the IDRs at 'BB+'. The issue rating on
Portugal's senior unsecured foreign and local currency bonds have
also been affirmed at 'BB+'. Fitch has affirmed the Country
Ceiling at 'A+' and the Short-term foreign-currency IDR at 'B'.

KEY RATING DRIVERS

The revision of the Outlook on Portugal's IDRs reflects the
following key rating drivers and their relative weights:

MEDIUM

Fiscal performance was well off-target in 2015, with the general
government deficit at an estimated 4.2% of GDP compared with the
2.7% initially expected. Excluding the EUR2.2 billion one-off
bailout of Banif agreed in late December, the official headline
deficit could be above 3%. In view of this outcome, the country
will not exit the EU's Excessive Deficit Procedure (EDP) this
spring as originally scheduled. The narrowing of the deficit from
7.2% of GDP in 2014 (3.4% excluding all one-offs) was driven by
modest growth rather than structural measures, as fiscal
consolidation was halted ahead of parliamentary elections last
October.

The government's plans for fiscal deficit reduction in 2016 are
also at risk. In Fitch's view, the preliminary budget target of
2.2% of GDP is based on optimistic assumptions of economic growth
and price developments. Moreover, there is some uncertainty as to
how the new government will finance the gap stemming from the
policy reversals announced for this year, as some of the proposed
revenue measures could prove hard to implement in full. In this
context, Fitch forecasts a headline deficit of 2.8% for 2016.

Fitch maintains its view that the government led by Antonio Costa
will maintain the Socialist's long-standing pro-European stance.
However, balancing the commitments under EU fiscal rules and the
demands of the Leftist Bloc and Communist Party is proving
challenging, raising considerable political risks in the near
term. The need to implement further austerity measures during
2016 or in the 2017 budget, could prove a breaking point for the
coalition. Renewed political uncertainty would increase fiscal
and macroeconomic downside risks.

Underlying public debt dynamics remain weak. Gross general
government debt fell to around 129% of GDP at end-2015 (from
130.2% in 2014), well above the original target of 124.2% and our
previous estimate of 127.9%. This was partly the result of
Banif's bail-out and the failure to sell Novo Banco, which
limited positive stock-flow adjustments.

Our medium-term forecast for gross general government debt
reduction has also deteriorated, reflecting a slowdown in fiscal
consolidation. Fitch now expects GGGD/GDP to fall to 122% in
2020, compared with our March 2015 projection of 117.5%. Such an
elevated debt level (BB and BBB medians are around 42% of GDP),
leaves public finances with limited flexibility if faced with
future shocks and exposed to the risk of deflation.

Portugal's 'BB+' IDRs also reflect the following key rating
drivers:

Economic growth continues at a moderate pace. Although 2H15 saw a
disappointing investment performance, GDP growth for the whole of
2015 reached 1.5% (in line with our expectations), underpinned by
rising private consumption. The latter should continue to drive
growth in 2016, helped by a further reduction in unemployment,
lower energy costs and by higher fiscal transfers to low-income
segments. That said, fiscal incentives are likely to have only a
limited effect boosting growth, as they are likely to be offset
by a weaker external environment and slow investment momentum.
Fitch expects growth at 1.6% this year, with downside risks tied
to domestic political developments.

Structural factors continue to weigh on potential growth, in
particular the country's high public and private indebtedness,
adverse demographic trends and low investment rates. There has
been some progress in household and corporate deleveraging in
recent years, but less so in raising the investment rate, which
was 15% in Q315, the same as in 2014 and compared with 22% in
2007. Low levels of public expenditure are constraining the
investment outlook. On the upside, the export sector has regained
competitiveness and will help sustain GDP growth at around the
eurozone average of 1.6% over the medium term.

The current account balance posted its third consecutive annual
surplus in 2015, an unprecedented record in the last 40 years.
The surplus was driven by a positive export performance,
particularly in services such as tourism. Fitch expects this
trend to continue in 2016-17, with the current account surplus
averaging 0.7%. Downside risks include an upsurge in commodity
prices or a rebound in investment growth, both of which would
lead to higher imports. Although falling, the stock of net
external debt is among the highest in the world, at over 115% of
GDP in 2015 according to Fitch's estimates.

Portugal has put a number of reforms in place in recent years,
including in pensions, meaning that the long-term fiscal cost of
an ageing population is one of the most stable in the EU.
Moreover, the country has a favourable business environment and
benefits from high human development, governance and GDP per
capita, well above those of the 'BB' and 'BBB' medians.

RATING SENSITIVITIES

Future developments that could individually or collectively
result in negative rating action include:

-- Failure to make progress in reducing general government
    debt/GDP ratios or unwinding external imbalances.

-- Weaker economic growth prospects that could forestall
    corporate sector deleveraging or have a negative impact on
    the banking sector or public finances.

Future developments that could individually or collectively
result in positive rating action include:

-- Increased confidence in fiscal policy consistent with a
    downward trend in the general government debt/GDP levels.

-- An improvement in medium term economic prospects, supporting
    gradual progress in private sector deleveraging.

KEY ASSUMPTIONS

In its debt sensitivity analysis Fitch assumes a primary surplus
averaging 1.5% of GDP, trend real GDP growth averaging 1.5%, an
average effective interest rate of 3.3% and deflator inflation of
1.7%. On the basis of these assumptions, the debt-to-GDP ratio
would fall to 115.5% by 2024 from 130.2% in end 2014. Our debt
dynamics do not include any government bank asset disposals as
the timing and values of such operation remain uncertain.

The European Central Bank's asset purchase program should help
underpin inflation expectations, and supports our base case that
the eurozone will avoid prolonged deflation.



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


GLOBALTRANS INVESTMENT: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed transportation company Globaltrans
Investment Plc's (GLTR) Long-term foreign currency Issuer Default
Rating (IDR) at 'BB' with a Stable Outlook.

Fitch has also withdrawn Joint Stock Company New Forwarding
Company's (GLTR's operating subsidiary) senior unsecured
'BB(EXP)' and national senior unsecured 'AA-(rus)(EXP)' as the
company has chosen not to proceed with the bond issue.

The ratings reflect GLTR's solid business and financial profile
and its strong market position as well as its cyclical exposure
and small scale. The company is one of the leading rolling stock
operators in a highly fragmented rail transportation market
responsible for about 8% of total freight rail volumes in Russia
at end-1H15. The ratings also benefit from GLTR's competitive
position compared with its rated peers as it owns a relatively
young rail fleet and focuses on transportation of higher-priced
cargoes.

However, GLTR's business is exposed to cyclical commodity
industries and pricing pressure on the market. The ratings are
constrained by its small size relative to rated peers (i.e. JSC
Freight One (BB+/Negative)) and concentrated customer base,
although the latter somewhat mitigated by its medium-to-long-term
contracts with major clients.

KEY RATING DRIVERS

Weak Market Fundamentals

The contracting Russian economy continued to pressure freight
rail transportation market, affecting volumes and rates. We
expect rail transportation volumes to remain weak in 2016, driven
by a forecast 1% decline of Russian GDP, increasing competition
from other means of transport, especially for crude oil during
the period of low oil prices as well as challenging global market
conditions for metallurgical cargoes. These may affect GLTR
transportation volumes as the company is largely exposed to
cyclical commodity industries. Expected high single-digit
inflation in 2016 will put further pressure on GLTR's margins.

Pressure on Rail Operators' Rates

Weak market fundamentals in Russia, coupled with redundant rail
fleets, continued to pressure on freight rail operators' rates.
The ban on use of old railcars with expired useful life from 2016
should prompt gradual disposal of railcars and help reduce the
oversupply of railcars on the market, boosting rail operators'
tariffs. However, time will be needed for sufficient amount of
railcars to be scrapped. In our base rating case we expect
freight rail operators' tariffs to remain largely flat in 2016,
with a moderate recovery starting from 2017.

Weaker Margins but FCF Positive

GLTR's financial profile is supported by a healthy adjusted
EBITDA margin, although it has slightly deteriorated to 39.3% in
1H15 from 43.7% in 1H14. Fitch expects EBITDA margin to remain
under pressure in the short- to medium-term due to overall
weakening demand for rail transportation in view of the
stagnating economy, inflationary pressure and faster growth of
JSC Russian Railway's (BBB-/Negative) tariffs over those of rail
operators.

However, despite the macro headwinds Fitch expects GLTR to
continue generating strong cash flow from operations in the
medium term. This, together with moderate capex and dividends
expectations, will result in continued positive free cash flow
(FCF). This would contribute to further deleveraging or financial
flexibility for potential M&A deals (not expected in the near
term).

Moderate Capex, No M&A Drive Deleveraging

Fitch estimates GLTR's funds flow from operations (FFO) adjusted
net leverage to have improved to slightly below 2x at end-2015
from 2.2x at end-2014, as a result of low investment spending and
zero dividends payments for 2014. Fitch continues to adjust
leverage metrics for railcar operating lease using 5x multiple as
Fitch expects GLTR to continue to rent rolling stock (around 8%
of total operated fleet) in the medium term. Fitch forecast
GLTR's leverage and coverage metrics to gradually improve further
over 2016-2019 on the back of lower capex, moderate dividend
payments and absence of large debt-financed M&A deals. This
leverage and coverage expectations support the ratings.

Limited FX and Rate Risk

GLTR is not exposed to FX fluctuations as only a negligible share
of operating expenses and debt is denominated in foreign
currencies. Its interest rate exposure is also limited as only
10% of total outstanding debt at end-1H15 was raised under
floating interest rates. GLTR also holds part of its cash in
foreign currencies.

Customer Concentration

GLTR's ratings are constrained by customer concentration as its
top five customers accounted for 75% of net revenue from
operation of rolling stock in 1H15. This risk is partially
mitigated by the long-term nature of service contracts with the
top three customers, which accounted for 63% of revenue in 1H15,
and the counterparties' strong market positions. GLTR has
recently extended its service contract with Rosneft for another
five years. GLTR intends to diversify its customer base by
increasing the number of mid- and small size clients. Further
expansion of longer-term agreements with customers will increase
the company's cash flow visibility.

Second Largest Private Operator

GLTR is one of the largest private freight rail transportation
groups in Russia by transported volumes by rail (estimated 8% of
the market) and by operated fleet (estimated 5% of the market).
GLTR's competitiveness benefits from a modern railcar fleet
relative to Russian peers, with an average age of 9.1 years at
end-1H15. Therefore maintenance and fleet renewal costs are a
smaller burden on its cash flow.

The company's ratings also benefit from the dominance of higher-
priced cargo transportation, including oil products and
metallurgical cargoes, which accounted for 75% of total freight
rail turnover and 85% of net revenue from operation of rolling
stock in 1H15. Increase of market share in terms of fleet numbers
and revenue allowing for greater efficiency and customer
diversification, without significant deterioration of credit
metrics would be positive for the ratings.

KEY ASSUMPTIONS

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

-- Domestic GDP declines of 3.7% and 1% in 2015-2016 and 1.5%
    growth over 2017-2019

-- Inflation 12.9% in 2015 and 5.5%-9% over 2016-2019

-- Freight transportation rates to grow below inflation

-- Capex moderately growing above maintenance levels starting
    from 2016

-- Zero dividends in 2015 for 2014 and payout ratio in line with
    historical average thereafter

RATING SENSITIVITIES

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

-- Diversification of the customer base and lengthening of
    contract duration with volume visibility with key customers.

-- A sustained decrease in FFO lease-adjusted net leverage below
    1.25x and FFO fixed charge coverage of above 4.5x.

-- Sustained stronger economic growth and infrastructure
    improvements and/or a substantial increase in GLTR's market
    share in terms of fleet numbers and consequently transported
    volumes and revenue, allowing greater efficiency.

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

-- A sustained rise in FFO lease-adjusted net leverage above
    2.5x and FFO fixed charge coverage of below 3x, which would
    have rating implications, due to GLTR's complex corporate
    structure, and lead to a rating review.

-- Sustained slowdown of the Russian economy leading to material
    deterioration of the group's credit metrics.

-- Unfavurable changes in Russian legislative framework for the
    railway transportation industry, which continues to be under
    reform.

LIQUIDITY

Fitch assesses GLTR liquidity position as manageable. At end-
1H15, GLTR's cash and cash equivalents stood at RUB4 billion,
together with unused credit facilities of RUB4 billion, mainly
from Russian subsidiaries of European banks and expected positive
FCF (after capex and dividends), are sufficient to cover short-
term maturities of RUB8.9 billion.

GLTR does not pay commitment fees for the majority of unused
credit facilities, which is common practice for Russian
corporates. Although the group does not have a centralized
treasury entity, Fitch believes that it can manage liquidity in
an efficient and expeditious manner, mainly with dividends from
its subsidiaries.

GLTR's outstanding debt of RUB24billion at end-1H15 was primarily
raised in roubles from Russian and foreign banks at the operating
companies' level. Almost all of the bank debt is secured by a
pledge on the company's railcars.

FULL LIST OF RATING ACTIONS

Globaltrans Investment Plc

Long-term foreign and local currency IDRs: affirmed at 'BB';
Outlook Stable

Short-term foreign and local currency IDRs: affirmed at 'B'

National Long-term rating: affirmed at 'AA-(rus)'; Outlook
Stable

Joint Stock Company New Forwarding Company

Senior unsecured 'BB(EXP)' withdrawn

National senior unsecured 'AA-(rus)(EXP)' withdrawn


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

Fitch has also affirmed Orenburg Region's and JSC Orenburg
Housing Mortgage Corporation's (OHMC) senior debt, guaranteed by
the region, at 'BB' and 'AA-(rus)'.

The affirmation reflects Orenburg region's satisfactory operating
performance and moderate direct risk that are commensurate with
its ratings.

KEY RATING DRIVERS

The 'BB' rating reflects the region's moderate debt with limited
exposure to refinancing risk and satisfactory fiscal performance.
The ratings also factor in the concentrated nature of the
region's tax base to oil and gas companies, which is exacerbated
by the current negative economic trend in Russia.

Fitch expects Orenburg Region to maintain direct risk at a
moderate 40%-45% of current revenue in 2016-2018, after
stabilizing it at 40% in 2014-2015. The region's direct risk is
composed of 56% domestic bonds and 44% subsidized loans
contracted from the federal government. In line with our
projections the region's payback period -- as measured by direct
debt/current balance -- stabilized at 2.5 years in 2014-2015,
after having hit a negative 16 years in 2013.

The region's exposure to immediate refinancing risk is limited as
the average maturity of Orenburg's debt portfolio is manageable
at four years and eight months. The region would need to
refinance RUB2.6 billion in 2016, or about 10% of its outstanding
direct risk. The region's contingent risk is low. The region
guaranteed OHMC's domestic bond of RUB1.5 billion issued in 2012
and issued two other guarantees. None of the guarantees have been
called by the lenders while the financial position of the public
sector entities is deemed by Fitch as satisfactory.

Fitch projects the region will maintain satisfactory fiscal
performance over the medium term, with an operating margin of
about 10% and a small deficit before debt variation at below 5%
of total revenue. Orenburg Region recorded a deficit before debt
variation of 5.2% of total revenue at end-2015 (2014: deficit
3.8%), driven by funding needs for capex.

In line with Fitch's last year's projections Orenburg Region's
fiscal performance stabilized in 2014-2015 with an operating
surplus of 10% of operating revenue, compared with a small
deficit of 0.2% in 2013. Taxes dipped to 76% of the region's
operating revenue (2012-2014: average 80%) but Orenburg also
successfully reduced its opex growth to 5%-6% in 2014-2015 (2013:
8%).

Orenburg had partially depleted its cash, which decreased to
RUB391 million at end-2015 from RUB1.9 billion in 2014. The
region had standby credit lines of up to RUB3 billion at end-
February 2016, which supports its interim liquidity.

In its medium-term forecast the region's administration projects
modest economic growth of 1.2%-1.9% per annum in 2016-2018.
Orenburg Region's economy is dominated by oil and gas companies,
which provide a sustainable tax base. However, the concentrated
tax base exposes the region to potential changes in the fiscal
regime, business cycles or price fluctuations in the sector.

RATING SENSITIVITIES

The ratings could be positively affected by a sustained debt
payback ratio of below four years and direct risk remaining below
40% of current revenue.

The ratings could be negatively affected by consistently weaker
budgetary performance leading to weak debt coverage (direct
debt/current balance) of the region.


RUSSIA: Moody's Puts 'Ba1' Rating on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service has placed Russia's Ba1 government bond
and issuer ratings on review for downgrade.

During the review, Moody's will assess the extent of the impact
of the further sharp fall in oil prices, which Moody's expects to
remain low for several years, on Russia's economic performance
and government balance sheet, including the government's deficit
financing options, in the coming years.

Moody's expects to complete the review within two months.

                        RATINGS RATIONALE

RATIONALE FOR INITIATING A REVIEW FOR DOWNGRADE OF RUSSIA'S Ba1
RATING

Russia is highly dependent on hydrocarbons to drive economic
growth and to finance government expenditure.  Oil and gas
account for close to 60% of goods exports and roughly 17% of GDP.
Hydrocarbons still provided around 43% of federal government
revenues in 2015.

Between September 2014 and September 2015, global oil prices
roughly halved.  Since then, oil prices have fallen a further 40%
to around US$30/barrel.  Moody's recently revised its oil price
assumptions for Brent crude to average US$33 per barrel in 2016
and US$38 per barrel in 2017, rising only slowly thereafter to
US$48 by 2019.

The structural shock to the oil market is weakening Russia's
economy and its government balance sheet and therefore also its
credit profile.  Assuming no policy response and other factors
being equal, Moody's estimates that depressed oil prices for the
coming years would imply a further gradual decline of three 3
percentage points to 15.5% in the federal government revenue to
GDP ratio, federal government deficits of 3% of GDP or more and
around a 12-percentage-point rise in Russia's debt burden over a
four-year period.  That would shift down our assessment of the
government's balance sheet strength from 'Very High' to 'Very
High (-)'.

The roughly 27% depreciation in the exchange rate against the US
dollar since the start of 2015 has contained the impact of the
terms of trade shock on the Russian government's revenues
somewhat.  The country's current account balance relative to GDP
has stayed in surplus, largely due to a compression of imports of
nearly 35%.  However, this was at the cost of higher inflation,
which rose from 11.4% in 2014 to a high of nearly 17% in March
2015, before subsiding to 8.1% in February 2016 as the base
effect from the initial spike in inflation in December
2014/January 2015 passed.

Meanwhile, Moody's expects real growth over the next four years
to be just 0.4%, unchanged from the last four years.  Although
the Russian government envisages improved competitiveness
afforded by the weaker exchange rate to stimulate investment in
non-oil sectors of the economy, Moody's expects that the
potential growth rate will not rise meaningfully given the
structural problems facing the economy, in particular chronic
underinvestment, which persists despite depreciation-inflated
profits at Russian companies given their fears of pending
corporate tax hikes. Meanwhile, exports are subject to capacity
constraints across sectors, including oil.  In addition, the
significant loss of income for workers due to double-digit real
wage cuts is likely to continue to depress consumption and as
mentioned previously, the government's budget constraints are now
binding.

The move to a floating exchange rate has helped to conserve
foreign exchange reserves.  At US$310 billion (or 28% of forecast
2016 GDP) as at the end of January 2016, the country's foreign
currency reserve assets remain large, representing 13 months of
imports of goods and services, which is an increase from nine
months at the end of 2014, due to the 35% fall in imports last
year.  However, calls on these funds would grow if substantial
capital outflows were to resume for example due to financial or
political volatility or in the event that the central bank were
called upon to support the banking industry.

Fiscal reserves have declined markedly.  The US$38 billion
drawdown from the government's Reserve Fund in 2015 contained the
rise in debt, but at the cost of reducing the government's fiscal
buffer from US$88 billion at the end of 2014 to US$50 billion at
the end of January 2016.

Given pressures on the government's finances, Moody's sees risks
that the government would become overly reliant on a weak
currency to offset the lower oil prices or else resort to central
bank financing, both of which would keep inflation at relatively
high levels and threaten the recovery of the domestic banking
system.

During the review, Moody's will assess the government's ability
to mitigate the impact of the recent fall in oil prices on
Russia's credit standing.  It will assess the clarity, scope and
ambition of the government's plans relative to the scale of the
task, the time required for them to bear fruit, and the reliance
that can therefore be placed on them to sustain Russia's credit
strength.

The government has announced its intention to undertake a range
of measures to mitigate the impact of the renewed fall in oil
prices on its fiscal deficit and credit standing.  The plans
include immediate cuts to expenditure, hikes in excise taxes, the
further tightening of tax enforcement and administration and
higher dividend payments from state-owned enterprises (SOEs).

However, the plans announced to date are unlikely to be
sufficient to contain entirely the impact of the shock on the
government's balance sheet.  One major driver of the government's
shortfall in revenues is the pensions deficit, and over the
longer term, Russia's policymakers have acknowledged the need to
undertake pension reforms that would involve both raising and
unifying the retirement age of men and women.  For now, however,
the political sensitivity of any such reform is likely to
postpone its enactment until after the upcoming parliamentary
election in September and possibly even until after the
presidential election in early 2018.

Russia's policymakers have also indicated their intention to
partially privatize a handful of SOEs for later this year,
selling minority stakes, in the expectation of raising R800
billion or more.  These plans look optimistic.  Amongst other
things, any such acquisitions would probably require buyers to
repatriate capital from overseas in order to avoid putting
pressure on banking system liquidity.  Furthermore, Russia has
historically been reluctant to pursue privatization, so Moody's
remains somewhat skeptical about whether this program will
proceed as envisaged at the present time.

Moreover, the government is using an average oil price of
US$40/barrel this year and US$45/barrel next year to prepare its
revised budget plans -- significantly above Moody's own forecasts
of US$33/bbl and US$38/bbl, respectively.  As a consequence, the
deficits actually registered are likely to be much larger than
the official 3% of GDP target.  Questions regarding whether the
financing is available to cover the larger deficits will be a key
focus of Moody's review.

In Moody's opinion, the government will need to rely heavily on
domestic sources of financing as long as international sanctions
remain in place, constricting access to foreign finance for the
government, state-owned enterprises and banks (even though the
government itself is not sanctioned).  The liquidity of the
domestic banking system has improved because of banks'
deleveraging over the past two years and the strong growth of the
deposit base, despite low profitability.  Assessing the extent to
which domestic credit will be sufficient to fill the funding gap
will be an important element in Moody's rating review.

Moody's will also assess how much positive weight should be
placed on the country's remaining fiscal buffers (including the
government's savings funds), given the likelihood that the
Reserve Fund will be mostly depleted within the next year.  While
there is still roughly US$48 billion (4.3% of forecast 2016 GDP)
in liquid funds in the National Wealth Fund to support the local
economy, these funds will be stretched since Moody's expects that
a number of enterprises will come under financial pressure and
will seek support from government coffers to endure the
protracted recession.

Moody's expects to conclude its review for downgrade of Russia's
rating within two months.  Where appropriate as part of the
review, Russia's country ceilings -- the Ba1 foreign-currency
bond ceiling, the Ba2 foreign-currency deposit ceiling and the
Baa3 domestic-currency bond and deposit ceilings -- may also be
reassessed.

WHAT COULD RESULT IN A DOWNGRADE

Moody's would downgrade Russia's Ba1 rating if its rating review
were to conclude that the government's plans are probably
inadequate to sustain Russia's economic or government balance
sheet strength at its current level.  Signs of an emerging fiscal
or balance-of-payments crisis would also exert downward pressure
on the rating.  Those signs might include a further sustained
fall in the price of oil, significant capital outflows and
pressure on the exchange rate and foreign-currency assets, a
marked worsening in the fiscal balance for which there was no
clear reversal, or further stress in/support for the banking
system.  Deterioration in the domestic or regional political
environment, resulting in disruptions to oil production and/or
foreign investments in the economy, would also be highly credit
negative.  Given the extent of the negative impact and the
current strength of the government balance sheet, however, a
rating downgrade would most likely be limited to one notch.

        WHAT COULD STABILIZE THE RATING AT THE CURRENT LEVEL

Although currently less likely, Moody's would maintain and
confirm Russia's current Ba1 rating if its rating review were to
conclude that there is evidence of institutional strength, as
reflected in the enunciation of a clear, credible fiscal and
economic policy response, such that the government could contain
its fiscal deficits to a size that can be readily financed from
its own savings or other domestic or external resources without
relying upon central bank monetization.

  GDP per capita (PPP basis, US$): 24,449 (2014 Actual) (also
   known as Per Capita Income)

  Real GDP growth (% change): -3.7% (2015 Actual) (also known as
   GDP Growth)

  Inflation Rate (CPI, % change Dec/Dec): 13.5% (2015 Actual)

  Gen. Gov. Financial Balance/GDP: -3.5% (2015 Actual) (also
   known as Fiscal Balance)

  Current Account Balance/GDP: 5% (2015 Actual) (also known as
   External Balance)

  External debt/GDP: 39% (2015 Actual)

  Level of economic development: Moderate level of economic
   resilience

  Default history: At least one default event (on bonds and/or
   loans) has been recorded since 1983.

On Feb. 29, 2016, a rating committee was called to discuss the
rating of the Government of Russia.  The main points raised
during the discussion were: The issuer's economic fundamentals,
including its economic strength, have decreased.  The issuer's
fiscal or financial strength, including its debt profile, has
decreased.

The principal methodology used in these ratings was Sovereign
Bond Ratings published in December 2015.

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


TOMSK CITY: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed the Russian City of Tomsk's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at 'BB',
with Stable Outlooks and its Short-term foreign currency IDR at
'B'.

The agency has also affirmed the city's National Long-term rating
at 'AA-(rus)' with a Stable Outlook. The city's senior debt
ratings have been affirmed at 'BB'/'AA-(rus)'.

The affirmation reflects that Tomsk's fiscal performance has been
in line with Fitch's baseline scenario, with moderate
deterioration in its operating balance but which remains
sufficient to cover interest payments. We expect moderate debt
levels over the medium term.

KEY RATING DRIVERS

Fitch projects the city's operating margin to consolidate at 6%
(2015: 7%) in 2016-2018, below an average 13.5% in 2013-2014. The
deterioration is driven by the city's limited capacity to boost
tax revenue amid an economic downswing in Russia and rigid
operating expenditure. In 2015, the local authorities increased
the cadastral value of land plots and cancelled land tax
privileges for certain categories of taxpayers. This resulted in
land tax revenue growing 47.7% yoy in 2015. However, this was not
sufficient to offset the 7% decline of current transfers from the
Tomsk region in 2015 (48% of operating revenue).

Fitch forecasts Tomsk will maintain debt at moderate levels at
under 40% (2015: 32%) of current revenue in 2016-2018, as the
city's administration seeks to limit expenditure growth well
below inflation (2015: 15.5%) in its aim to balance its budget
over the medium term. Fitch projects the deficit before debt
variation to narrow to 4% of total revenue in 2016-2018 from 5.3%
in 2015 as the city's capex reduces to 16%-20% of total
expenditure from an average 24% in 2013-2015. The capex will be
largely driven by construction of new schools and subsidies for
affordable housing provision.

Fitch expects the city's debt payback ratio (debt to current
balance) to rise to double digits from a reasonable six years in
2015 and a strong two-to-three years in 2013-2014, due to a lower
current balance. This is likely to exceed Tomsk's debt average
maturity profile (February 2016: 1.5 years) but still
commensurate with a 'BB' rating.

The city's debt profile is weighted towards one-to-three year
bank loans that represented 80% of the city's debt at end-January
2016. The remaining debt is bond issues with four-to-five years
of maturities. A substantial portion of debt (RUB2 billion or
68%) matures in 2016, which is likely to expose the city to high
refinancing risk. The administration plans to fund refinancing
needs with bank loans; at end-January 2016, it had RUB1.7 billion
of undrawn revolving credit lines. Additional funding may come
from the issuance of up to RUB895m bonds from the programs
launched in 2014-2015.

The city's administration managed to keep interest expenses at
less than 2% of operating revenue in 2013-2015 as it partially
substituted expensive market borrowings with low-cost short-term
state treasury loans (0.1% interest per annum). Over the medium
term Fitch considers that volatile interest rates in domestic
markets may put pressure on the city's current margin.

Tomsk has a well-diversified service-oriented economy, dominated
by academic and research educational institutions. The tax
concentration of the city's revenue is low, with the top 10
taxpayers representing 13% (2014: 8%) of total tax revenue in
2015. Fitch forecasts national GDP will contract 1% in 2016,
which will, albeit to a lesser extent, negatively impact the
city's economy.

RATING SENSITIVITIES

Increasing direct risk above 50% of current revenue, coupled with
growing refinancing pressure, could lead to a downgrade.

An upgrade is unlikely in the medium term unless the city returns
to an operating surplus of 20% of operating revenue, coupled with
a lengthening of the city's debt profile.


TRANSTELECOM JSC: Fitch Affirms 'B+' LT Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed JSC Transtelecom Company's (TTK)
Foreign- and Local-Currency Long-Term Issuer Default Ratings
(IDR) at 'B+' and National Long-Term rating at 'A-(rus)' and
changed the Outlook to Stable from Negative. TTK's senior
unsecured debt has been affirmed at 'B+'/'RR4' and domestic
senior unsecured debt at 'A-(rus)'. The Short-Term IDR is
affirmed at 'B'.

The change in the Outlook reflects Fitch's expectation that the
company will focus on improving its free cash flow (FCG)
generation and deleveraging. Fitch expects its leverage to fall
to sustainably below the downgrade threshold of 3x ND/EBITDA and
4x FFO adjusted net leverage by the end of 2016. Improvements in
FCF generation will be supported by discipline on capital
spending, efficiency improvement initiatives, rising customer
take-up in territories already covered by TTK's fibre network,
and only a modest increase in competition.

TTK runs a large-capacity fibre backbone network laid along the
Russian railways. It operates under an asset-light business model
and leases its core fibre network from its 100% shareholder
Russian Railways (BBB-/Negative). TTK holds established positions
in the inter-operator segment, and has developed a sufficiently
large end-user broadband franchise, with a total subscriber base
in excess of 1.9 million customers.

KEY RATING DRIVERS

Focus on Deleveraging

TTK pursues a strategy of increasing revenue and profitability
from its existing broadband network while maintaining strict
capital expenditure discipline. Fitch expects that the company
should turn FCF positive in 2016 which, coupled with improving
EBITDA generation, will result in lower debt and leverage. The
company is planning to apply a significant share of its FCF to
absolute debt reduction of over RUB1billion a year.

Significant Absolute Scale
With 1.9 million total subscribers in January 2016, TTK has
sufficiently large absolute scale with a profitable retail
business. Operating outside large cities, TTK is facing moderate
competition in its targeted areas, with Rostelecom being the key
rival. Fitch believes tariffs will remain rational as the main
players are unlikely to unleash an aggressive price war. It
remains to be seen if operators can succeed in their efforts to
increase average revenue per user (ARPU), but the market has
stabilized, with the broadband ARPU estimated flat qoq in 3Q15.

However, TTK is unlikely to significantly grow its retail
broadband market share, which it estimated at 5.6% in regional
Russia (i.e. excluding the capital cities of Moscow and
St.Petersburg) in January 2016. In Fitch's view, further market
share growth will be stalled by modest investment in network
expansion and a market slow-down -- the Russian retail broadband
subscriber base only grew by 3% in 2015.

Economic Downturn Supports Wholesale Segment

TTK will benefit from slower backbone capacity expansion by other
operators. With the economic downturn in Russia, telecom
operators have significantly cut their investment in new backbone
networks. They will continue leasing capacity from independent
network operators including TTK, which is one of the largest
players in the inter-operator segment. Fitch believes that an
acceleration of network investment is unlikely in the current
weak economy in Russia, which would shield TTK's revenue in the
wholesale segment for at least the next two to three years.

Expansion in International Transit Traffic Segment Likely

TTK also has growth opportunities from international transit
routes connecting Asia and Europe through Russia. By-pass routes
around Russia typically require interconnection between several
international operators, which may complicate logistics, reduce
service quality and increase time delays on the route. Therefore
Russian operators, including TTK, which can provide homogenous
coverage of large distance spans, have a competitive advantage in
this market.

Rising Penetration, Cost Efficiency Will Help Margins

Fitch estimates that TTK's profitability should keep rising,
benefiting from cost efficiencies and better use of its existing
network. TTK's EBITDA margin is likely to rise to above 20% in
2015 and gradually grow to the mid-twenties by 2017 and 2018
(compared to 20% in 2014). TTK's margin is likely to remain lower
than peers, reflecting lower scale and higher payments for
infrastructure owned by RZD.

The company simplified its organizational structure in 2015,
which has provided opportunities for substantial cost-cutting
including on headcount. TTK can reasonably expect to grow
customer penetration of its fibre network. The company is a
relatively new in the retail broadband market, and its customer
take-up on covered territories should grow closer to that of
established peers with rates in the mid-thirties percentage
range. This is mainly due to the good quality of TTK's fibre
network and high broadband speeds.

Cash Flows Supported by IRU Proceeds in the Short-Term

Delayed revenue recognition of indefensible right of use (IRU)
contracts under international financial reporting standards
(IFRS) would result in stronger cash flow than suggested by
reported revenue and EBITDA. Advances received under IRU
contracts rose by RUB1.0billion in 2014, with a corresponding
benefit for cash flows. With international transit capacity
typically provided on IRU terms, we estimate that IRU proceeds
should be substantial over the next three years. However, there
is low visibility over IRU revenues in the longer term.

IRU contracts are concluded on a long-term committed basis,
typically 10 years but no less than seven years. Contract costs
primarily arise from putting in place necessary network capacity,
and buyers make the bulk of their payments at the start of the
service as a one-off connection fee, with typically notional
monthly maintenance fees thereafter. IRU connection fees are
treated as pre-payments recognized through the profit and loss
statement over the contract life under IFRS rules. This treatment
means that reported revenue at the start of the contract is much
less than the cash payment received.

Positive Impact of Capital Expenditure Cuts on Cash Flow Delayed

TTK made a decision to curtail its broadband expansion plans and
capital spending in mid-2014, but the full gain from this pivotal
decision on cash flow was delayed till 2H15, with only 2016
likely to demonstrate an FCF margin in the low-to-mid single
digits.

The company significantly reduced the physical amount of new
construction but had to settle accounts payable for capital goods
and services supplied in prior periods. A disparity between
additions to plant, property and equipment on the balance sheet
and cash capital outlays in the cash flow statement was in excess
of RUB1.4 billion in 1H15, equal to a quarter of its EBITDA for
the last twelve months (LTM)-to-June 2015. Fitch expects this
disparity to iron out from 2H15.

Relationship With Shareholder

Fitch rates TTK on a standalone basis. Legal ties are weak
between TTK and its parent JSC Russian Railways (RZD)
(BBB/Negative) as the latter does not guarantee TTK's debt.
Owning a telecoms company is not strategic for a railway
operator. However, operating ties are strong and RZD is likely to
retain control over TTK in the medium term.

TTK provides critical telecom and maintenance services to RZD.
Replacing it as a core telecoms operator is not a feasible option
for the railway monopoly in the short term, and will require
significant advance planning.

RZD's leverage policy is to maintain net debt/EBITDA at below
2.5x. The railway monopoly tends to set guidelines for its
subsidiaries in line with internal targets, which suggests
parental backing for TTK's deleveraging.

Liquidity

TTK's 2016 debt maturities of approximately RUB5.8 billion will
be covered by positive free cash flow that we expect at close to
RUB1 billion and RUB3 billion of new bank debt that the company
plans to raise in 1Q16. The company's debt maturities are evenly
spread over 2016, so TTK may need additional refinancing closer
to 2H16 to plug the remaining gap. Some flexibility may be
provided by an option to reduce capital expenditure, which may
release RUB0.9billion. Refinancing efforts will be helped by
TTK's switch to positive FCF generation in 2016.

The management believes that TTK may benefit from stronger EBITDA
generation and some one-offs, which would reduce refinancing
requirements, but liquidity may be stretched in 2H16 without
additional cash inflows. A failure to address refinancing
requirements in a timely fashion may put pressure on the ratings.

KEY ASSUMPTIONS

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

-- Continuing moderate revenue pressures in the wholesale
    segment mitigated by modestly improving broadband revenues,
    driven by subscriber base increases

-- Gradually improving EBITDA margin, supported by maturing
    broadband operations and lower promotion activities

-- Delayed revenue recognition of IRU contracts

-- No significant expansion in capital expenditure

-- Low dividends before the company achieves further significant
    deleveraging

RATING SENSITIVITIES

Positive: Stable broadband performance and less volatility in the
inter-operator segment coupled with sustainably positive FCF
generation and leverage at below 3x FFO adjusted net leverage
(broadly corresponding to 2x Net Debt/EBITDA) may lead to an
upgrade. A pre-requisite for a positive rating action is a
comfortable liquidity position with a short-term liquidity score
of at least above 1x.

Negative: Pressures in the inter-operator segment, but also high
broadband churn and ARPU declines, leading to a sustained rise in
leverage to above 4.0x FFO adjusted net leverage (broadly
corresponding to above 3x net debt/EBITDA) without a clear path
for deleveraging will likely lead to a downgrade. Liquidity and
refinancing pressures may also be negative.



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


ABENGOA SA: U.S. Unit Takes Measures to Insulate From Bankruptcy
----------------------------------------------------------------
According to Bloomberg News' Brian Eckhouse, Moody's Corp. said
in a report on March 4 Abengoa Yield Plc, the U.S.-traded holding
company formed by Spain's Abengoa SA, has taken "sufficient
separateness provisions" to insulate itself from the potential
bankruptcy of its founder.

Moody's analyst Natividad Martel said in the report Abengoa has
reduced its ownership of the holding company to 42% -- it owned
47% as recently as November -- and five of Abengoa Yield's eight
board seats are now held by independent directors, including the
chairman, Bloomberg relates.

Ms. Martel, as cited by Bloomberg, said Abengoa Yield, which is
also in the process of renaming itself, "has made significant
progress towards achieving full autonomy," including separating
its back-office and information technology systems.  As a result,
Moody's said its downgrade March 2 of Abengoa's credit rating has
"no impact" on the yieldco, Bloomberg relays.

According to Bloomberg, Ms. Martel said Abengoa Yield is also
negotiating with lenders regarding four solar projects it owns.
The projects' financing arrangements include so-called cross
default clauses, so if Abengoa defaults, the solar farms may also
default, Bloomberg notes.

Abengoa Yield said in December, it was seeking waivers to
eliminate these clauses, Bloomberg recounts.

Abengoa SA is a Spanish renewable-energy company.


                        *       *       *

As reported by the Troubled Company Reporter-Europe on Dec. 21,
2015, Standard & Poor's Ratings Services lowered to 'SD'
(selective default) from 'CCC-' its long-term corporate credit
rating on Spanish engineering and construction company Abengoa
S.A.  S&P also lowered the short-term corporate credit rating on
Abengoa to 'SD' from 'C'.  S&P said the downgrade reflects
Abengoa's failure to pay scheduled maturities under its EUR750
million Euro-Commercial Paper Program.


VALENCIA: S&P Affirms 'BB/B' ICRs, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B' long-and
short-term issuer credit ratings on the Autonomous Community of
Valencia in Spain.  The outlook is stable.

RATIONALE

The ratings on Valencia mainly reflect the region's extremely
high tax-supported debt, surpassing S&P's highest benchmark.  S&P
factors in its view of Valencia's less-than-adequate liquidity,
based on its very low internal capacity to generate cash, which
is mitigated by the region's strong access to central government
liquidity facilities.  S&P believes that the region has weak
financial management, resulting in very weak budgetary
performance.  S&P also regards Valencia's budgetary flexibility
as weak, given that S&P views as a limited ability to cut
expenditures compared with other Spanish normal-status regions.

S&P's ratings on Valencia are supported by S&P's assessment of
the institutional framework for Spanish normal-status regions as
evolving but balanced.  S&P views Valencia's economy as average
and limited by its weak socioeconomic profile.  In S&P's opinion,
Valencia has low contingent liabilities.

The 'BB' long-term rating is at the same level as S&P's
assessment of Valencia's stand-alone credit profile.

Following the large fiscal imbalances across all government
tiers, caused by Spain's economic crisis, starting in 2008, the
central government has encouraged regional governments to curb
deficits through the Budgetary Stability Law.  This has not
helped Valencia much, though, given its large revenue/spending
imbalance.

In S&P's opinion, the central government has refrained from
applying the full range of coercive measures to noncompliant
regions as a result of the delay in the reform of the regional
financing system.  This is a key reform for regional long-term
financial sustainability, in S&P's view.  Given the political
uncertainty in Spain following the December 2015 election, S&P do
not expect the regional financing reform will be tackled in the
immediate future.  S&P do not expect that such a reform would be
detrimental to Valencia.

Following several years of firm cost cuts, regional budgetary
consolidation efforts are now benefiting from Spain's economic
recovery, which is boosting revenues.  S&P expects some
improvement in the budgetary performance due to rising revenues,
although from very low levels.  In S&P's opinion, however, this
will not be sufficient for Valencia to comply with official
fiscal targets.

While demanding budgetary adjustment, the central government has
sponsored liquidity facilities to help regions fund their
financial needs and clear or reduce their arrears, requiring them
to adhere to a financial and fiscal conditionality program.
Liquidity support has been reliable, timely, and sufficient.  S&P
expects the central government's support will cover virtually all
of the normal-status regions' funding needs as of 2016.  The
central government's ability and willingness to provide
extraordinary support to regions is strong, in S&P's opinion,
supporting its overall view of the institutional framework for
normal-status regions as evolving but balanced.  Valencia has
used the central government liquidity facilities since their
inception in 2012.

Over the past three years, the region has failed to cut its large
deficit, which has averaged about 36% of total revenues over
2013-2015 in budgetary terms.  Some of the deficit reflects the
impact on budgetary figures of the recognition of previous years'
expenses, mainly related to the healthcare system.  These
expenditures had already been recorded in official deficit
figures, through national accounting adjustments, but had not
been recognized in the budget.  Nevertheless, the economic
revival S&P anticipates combined with lower interest spending and
higher central government transfers, will likely improve the
region's budgetary performance.

In S&P's base case, it anticipates that Valencia's operating
revenues will grow by 10.6% in 2016, compared with the level in
2015, thanks to an 11.8% increase in revenues from the regional
financing system.  S&P understands that advances of the financing
system will increase by 5.2% owing to Spain's better economic
environment, while the 2014 settlement (to be cashed in in 2016)
will be more than 1.8x the 2013 settlement (received in 2015).
Valencia has included in its 2016 budget about EUR1.3 billion of
additional transfers from the central government to offset the
region's structural underfunding.  However, the central
government has yet to grant this amount, and S&P therefore do not
include it in its assessments.

In S&P's base-case scenario, it anticipates that Valencia's
operating expenditures before interest will decrease by 1.7% in
2016, unless more expenditures from previous years are recognized
in the budget during the year, which is difficult to predict.
S&P forecasts that interest expenses will drop by about 40% due
to the impact of the central government's decision of reducing
the interest rates applied to its liquidity facilities.

S&P expects Valencia's operating deficit will exceed 10% of
operating revenues, with deficits after capital accounts above
15% of total revenues on average over S&P's 2016-2018 forecast
horizon.

S&P considers that the region of Valencia's current weak
financial position stems to a large degree from years of
underfunding.  S&P understands that Valencia receives financing
per capita that is about 10 percentage points below the national
average.  Revenues from the financing system barely cover the
minimum standards of service for welfare services, which are
determined by the central government.  In the absence of a reform
of the regional financing system, S&P expects Valencia's
budgetary consolidation path will be very gradual.

S&P views Valencia's budgetary flexibility as weak in an
international context, given the region's limited ability to cut
expenditures.  Valencia's operating expenditures per capita are
already among the lowest in Spain.

S&P expects tax-supported debt will reduce and further stabilize
at about 350% of consolidated operating revenues over 2016-2018
after peaking at 372% in 2015, on S&P's expected improvement in
revenues.  In 2015, Valencia received EUR8.6 billion from the
central government liquidity facilities to fund its needs,
including EUR3.7 billion of unfunded deficits of previous years.

Valencia's debt level surpasses S&P's highest debt benchmark--
270% of consolidated operating revenues.  Valencia's debt--
although very high--is increasingly becoming debt of the central
government and is being repaid by the central government.  This
mitigates the risk arising from Valencia's large stock of debt,
in S&P's opinion.

S&P believes Valencia has low contingent liabilities.  In S&P's
opinion, the regional government's measures to streamline its
public sector and directly manage its debt limit the impact of
Valencia's public sector on the region's credit profile.  S&P
includes all of the debt of the region's satellite companies in
total tax-supported debt.  Importantly, debt maturities of
companies under the European System of National and Regional
Accounts (ESA)-2010 scope are eligible for central-government
funding, which S&P thinks limits the potential risks they may
entail.

In S&P's assessment of Valencia's financial management as weak,
S&P takes into account the region's track record of high deficits
and debt accumulation during years of economic growth, as well as
those recorded following Spain's economic crisis.  These deficits
may be attributed in part to below-average equalization transfers
to Valencia, between regions, under Spain's public finance
system, but also to large expenditures to which the region didn't
adjust swiftly enough when revenues fell sharply.  S&P's
assessment of Valencia's management also incorporates S&P's
opinion about the region's unrealistic budgeting of revenues.

LIQUIDITY

S&P's short-term rating on Valencia is 'B'.

S&P considers Valencia's liquidity as less than adequate, based
on S&P's view of the region's weak debt-service coverage ratio,
mitigated by what S&P views as a strong access to external
liquidity.

In S&P's assessment of the region's debt-service coverage ratio,
it factors in S&P's estimate of Valencia's internal cash
generation capacity and available credit lines.  S&P's main
liquidity ratio (which reflects S&P's base-case scenario of
average cash over the next 12 months and available credit lines)
covers less than 40% of Valencia's debt service for the next 12
months, which S&P estimates at EUR4.5 billion.

S&P's view of the Valencia's strong access to external liquidity
incorporates S&P's assumption that the central government will
continue providing strong liquidity support to the regional tier
through its liquidity facility, Fondo de Financiacion de las
Comunidades Autonomas.  S&P thinks this fund is sufficiently
endowed in the central government's 2016 budget to cover the
regions' debt service.  This support underpins S&P's ratings on
Spanish normal-status regions, including Valencia.

OUTLOOK

The stable outlook incorporates S&P's expectation that Valencia's
budgetary and economic performance will be in line with S&P's
base-case scenario over 2016-2017, in which S&P envisage gradual
budgetary consolidation.  S&P also factors in its anticipation
that the region will continue receiving funds from the central
government's liquidity facilities in a timely manner, in the
absence of a structural reform to improve its budgetary
framework.

S&P could downgrade Valencia if S&P saw evidence of a lack of
commitment of Valencia's financial management to budgetary
consolidation, leading to a structural weakening of the region's
financial performance.  This would likely lead S&P to lower its
financial management assessment.

Conversely, S&P could upgrade Valencia if S&P thought that the
region was likely to benefit from a substantial and structural
improvement in its financing, while maintaining a firm grip on
expenditures despite revenue increases.  This would involve, for
example, a structural improvement in Valencia's budgetary
metrics, resulting in a substantial reduction of tax-supported
debt to below 270% of consolidated operating revenues.  S&P could
also upgrade Valencia if S&P expected it to benefit from debt
relief from the central government, such that its tax-supported
debt structurally fell below S&P's highest debt benchmark of 270%
of consolidated operating revenues.

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

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

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

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

RATINGS LIST

                                       Rating
                                       To             From
Valencia (Autonomous Community of)
Issuer Credit Rating
  Foreign and Local Currency           BB/Stable/B    BB/Stable/B
Senior Unsecured
  Local Currency                       BB             BB
Short-Term Debt
  Local Currency                       B              B
Commercial Paper
  Foreign and Local Currency           B              B



=====================
S W I T Z E R L A N D
=====================


SK SPICE: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Switzerland-based SK Spice Holding S.a.r.l. (Archroma) to
positive from stable and affirmed its 'B' long-term corporate
credit rating on the company.

At the same time, S&P affirm its 'B' issue rating on the senior
secured first-lien facilities issued by Archroma's subsidiary SK
Spice, including a $220 million term loan A due 2020, a EUR200
million term loan B due 2021, and a $75 million revolving credit
facility (RCF), in line with S&P's corporate credit rating.  The
recovery rating remains at '3', indicating S&P's expectation of a
meaningful recovery, in the higher half of our 50%-70% range, in
the event of default.

The outlook revision reflects S&P's view that, despite the
negative currency effects on sales from a strong U.S. dollar,
Archroma will likely be able to significantly improve its credit
metrics over the coming 12 months.  Through efficiency
improvements in capacity utilization, raw material price
reductions, and manufacturing cost optimization, S&P believes
Archroma will be able to further improve its EBITDA margins and
generate positive free operating cash flows in 2016 and
thereafter.  S&P currently expects that SK Capital as financial
sponsor will support Archroma's deleveraging in the medium term.
S&P also takes into account good progress on the integration of
the textile chemicals business acquired from BASF.

S&P believes therefore that the company will be able to reduce
debt to EBITDA to about 4.0x in fiscal 2016 and below 4.0x in
fiscal 2017 from 6.2x for fiscal 2015 (all years ending Sept.
30). This forecast is based on S&P's current assumption of no
further acquisitions in the coming years.  S&P notes that
Archroma could consider acquiring companies with an enterprise
value of up to $100 million funded with its positive
discretionary cash flow.  S&P believes that an acquisition of
that magnitude might still allow Archroma to reach debt to EBITDA
below 5x, which S&P considers consistent with a 'B+' rating
level.  More important acquisitions funded with debt would
probably lead to continued high leverage and S&P's continued
assessment of the financial policy as aggressive, consistent with
the financial sponsor-6 descriptor.

S&P currently sees Archroma's business risk profile as weak, as
the company is mainly exposed to end markets with below-average
growth prospects, such as the textile and paper industries.
These markets are highly competitive and partly oversupplied.  In
addition, the company faces a high risk of substitution in some
of its products, in particular in the textile chemicals market.

On the positive side, Archroma has some leading market shares in
niches of the textile and paper chemicals industry, and is well
diversified in terms of customers and geographies, with a strong
footprint in higher-growth Asian markets.

The positive outlook reflects S&P's expectation that it may raise
the rating if Archroma sustainably generates EBITDA at about $120
million and maintains net debt to EBITDA below 5x.  It also
mirrors S&P's expectation that SK Capital as financial sponsor
will support Archroma's deleveraging in the medium term.

S&P will likely raise the ratings if Archroma sustainably
generates EBITDA of about $120 million and maintains its ratio of
debt to EBITDA below 5x.

S&P would revise its outlook to stable if Archroma's debt to
EBITDA leverage would remain above 5x, for example due to weaker
operating performance or a more aggressive financial policy than
S&P currently factor in.



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


ABL LABORATORIES: Bought Out of Administration
----------------------------------------------
Insider Media Limited reports that assets of ABL Laboratories
Ltd, formerly known as Alpha Biolaboratories Ltd, a Warrington-
based business which offered DNA testing services at wholesale
prices to companies that did not have their own laboratory have
been bought out of administration.

ABL Laboratories Ltd entered administration on February 24, 2016,
with Jason Elliott -- Jason.elliot@cowgills.co.uk -- and Craig
Johns -- craig.johns@cowgills.co.uk -- of advisory firm Cowgill
Holloway appointed.

A pre-packaged sale of its tangible and intangible assets has
been completed to a connected third party following a period of
marketing, according to Insider Media Limited.  ABL Laboratories
Ltd did not have any employees at the date of administration.

According to Cowgill Holloway, it entered administration because
it had gradually lost customers, the report notes.

A statement from director David Thomas said the market had seen
many challenges recently, with fierce competition from large-US
based laboratories operating to large economies of scale, the
report relays.

Warrington-based ABL Laboratories Ltd is a sister business to
AlphaBiolabs which carries out DNA paternity tests for The Jeremy
Kyle Show.


ANGLO AMERICAN: DBRS Lowers Issuer Rating to 'BB(high)'
-------------------------------------------------------
DBRS Limited downgraded the Issuer Rating of Anglo American plc
(Anglo or the Company) to BB (high) from BBB (low) and maintained
the Negative trend. The downgrade reflects the more significant-
than-expected deterioration of Anglo's key credit metrics for the
full-year 2015 and a weaker business risk profile reflecting a
shift in the Company's business risk as a result of its
restructuring efforts and the overall industry dynamics.
Additionally, DBRS does not expect the Company's credit metrics
to materially recover in 2016, as Anglo's core products continue
to face a depressed pricing environment that is not likely to
recover in the near to medium term.

The Negative trend reflects DBRS's view that the Company's credit
metrics could deteriorate further if commodity prices continue to
weaken and that there continue to be uncertainties with respect
to the Company's proposed business restructuring and debt
reduction plans. As part of the restructuring, Anglo announced
that it would focus on its core assets, which consist of the
diamond, platinum and copper segments, with all other assets
(iron ore, manganese, coal, nickel and niobium) being considered
as disposable non-core assets. This change in core asset focus
represents a significant shift toward increasing the Company's
focus on consumer commodities. DBRS believes that the
restructuring will increase Anglo's business risk as the Company
materially decreases its business diversification and size.
Additionally, earnings from relatively high political risk
countries, such as South Africa, will remain a substantial part
of Anglo's overall earnings.

In 2016, the Company plans to sell $3 billion to $4 billion in
non-core assets, which is in addition to the approximately $2
billion already sold in 2015. Anglo plans to reduce the number of
its assets to 16 from 45 (as at the end of 2015), with
dispositions focusing on negative free cash flow and low margin
assets. While proceeds from these dispositions would allow Anglo
to reduce its debt balance, DBRS views that Anglo could face
difficulties carrying out its disposition plan under the
currently challenging market conditions. Additionally, Anglo is
dependent on the sale of these non-core assets in order to
achieve its target of reducing its workforce from 128,000 current
employees to 50,000, as 68,000 employees are tied to for-sale
assets. While there is significant execution risk associated with
Anglo's restructuring efforts, once completed, the Company will
be leaner and more cost competitive, although this would be
achieved at the expense of diversification, size and critical
mass.

However, DBRS notes that as part of the restructuring, Anglo has
suspended its dividends and substantially reduced its capex to
$3.0 billion in 2016 compared with $4.3 billion in 2015. The
reduction of capex and dividends would support the Company's free
cash flow and liquidity. DBRS also notes that Anglo maintained
solid liquidity consisting of $6.9 billion of cash and $7.9
billion of undrawn committed bank facilities at December 31,
2015.

DBRS expects to resolve the Negative trend within the next six
months. Should the restructuring and assets sales progress as
planned, current net debt level be meaningfully reduced, the
negative free cash flow be eliminated, and the Company's key
ratios improve, the trend could be changed back to Stable. On the
other hand, should Anglo fail to execute any of these, the rating
could be downgraded.


ANYA'S COUNTRY: Goes Into Liquidation, Owes GBP100,000
------------------------------------------------------
Paul Bisping at business-sale.com reports that Anya's Country
Kitchens, a kitchen supplier based in Downton has gone into
liquidation, after it accrued outstanding debts of almost
GBP100,000.

Anya's Country Kitchens was founded by Alan and Anja Green in
2006.  It had an annual turnover at its peak of around GBP400,000
per year but ceased trading just after Christmas 2015, according
to business-sale.com.

A disgruntled customer of the distressed business told the
Salisbury Journal was told his new kitchen would be delivered and
fitted in two or three days but ended up having to wait several
weeks, the report notes.  A few weeks later, he discovered that
the company had ceased trading and gone into liquidation, the
report relays.


BRITISH HOME: To Cut Hundreds of Jobs Following Financial Woes
--------------------------------------------------------------
Mark Vandevelde and Judith Evans at The Financial Times report
that hundreds of British Home Stores staff will lose their jobs,
the struggling department store chain has said, hours after
telling landlords to slash its rent bill or recoup their losses
in bankruptcy court.

Workers at the retailer's Marylebone head office gathered on
March 4 to be told that 150 jobs would be axed -- about a third
of current staffing levels -- in addition to 100 vacancies that
would be left unfilled, the FT relates.

Seven senior directors who sat on the operations board are
understood to have left the company in the past few weeks, the FT
relays.

Alongside the head-office staff cuts, an entire layer of
management is to be stripped out at 164 BHS stores, with the loss
of a further 220 jobs, the FT discloses.

The high-street chain, which was sold by retail billionaire Sir
Philip Green for GBP1 last year to a little-known consortium of
investors, on March 3 filed court documents that would enable it
to cut its rent bill and walk away from its most expensive leases
if at least 75% of creditors agreed, the FT recounts.

The move indicates the company is likely to go into
administration if a compromise cannot be found, the FT states.
But BHS may struggle to win enough votes from creditors, said one
person close to the discussions, given that some expect the chain
to fail in any case, according to the FT.

British Home Stores is a British department store chain.


ENQUEST: Taps Rotschild to Advise on GBP1-Bil. Debt Pile
--------------------------------------------------------
Martin Flanagan at The Scotsman reports that EnQuest is poised to
hire blue-chip investment bank Rothschild as retained advisers on
its GBP1 billion debt mountain against the backcloth of the oil
price slump.

It follows the group, which announced last month, it is to cut 45
jobs in Aberdeen amid the industry downturn, conducting a beauty
parade of City debt specialists recently, The Scotsman notes.

Last week, EnQuest, whose major interest is the huge Kraken
project east of Shetland, saw its credit rating downgraded deeper
into junk status by Moody's Investors Service, The Scotsman
relates.  Its loans are now ten times its GBP119 million stock
market capitalization, as the oil price has slumped from US$115 a
barrel in summer 2014 to US$39 now, The Scotsman discloses.

According to The Scotsman, it is understood that Rothschild has
not been hired to do a fundamental financial restructuring of
EnQuest, no debt repayments are imminent and no banking covenants
have been breached.

EnQuest is a North Sea explorer.


GOWARM: Goes Into Liquidation, Cuts 13 Jobs
-------------------------------------------
GazetteLive reports that GoWarm, run by community interest
company Community Energy Solutions (CES), went into liquidation
earlier, with the immediate loss of 13 jobs and a further eight
at risk.

An insolvency service has been appointed, which will notify
creditors and contact the company's customers, according to
GazetteLive.

CES worked in partnership with Stockton Council to help improve
the energy efficiency of homes across the borough and reduce
energy bills, the report notes.

By May 2013, the pioneering GBP20 million scheme had already
helped people in 1,700 homes across Stockton and Thornaby reduce
their fuel bills by up to GBP750 a year, the report relays.

The scheme was then extended to cover the entire borough after
Stockton Council signed an agreement to continue its partnership
with CES until 2015, the report notes.

A Stockton Council spokesperson said all contracts relating to Go
Warm in Stockton Borough were completed, the report discloses.

The spokesperson added that there were no properties outstanding
and "all contracts were fulfilled at the point of liquidation,"
the report relays.

"In the last 18 months, 699 properties in Stockton Borough have
benefitted from energy efficiency improvement works by Go Warm,"
he added.

The Gazette has been contacted by local businesses concerned that
they are still owed money for work they have carried out as part
of the GoWarm project, the report notes.

Insolvency service BWC Solutions has been appointed by the Board
of Community Energy Solutions to advise on the company's current
position, the report relays.

A BWC spokesperson said: "Various restructuring options have been
considered, however the outcome of the review has been the
board's decision to take steps to place the company into
creditors voluntary liquidation with the immediate loss of 13
jobs and a further eight at risk.

"A formal meeting of creditors is due to be held on March 22.

"We continue to work with the board to notify creditors and to
work with the company's customers to ensure consumers currently
going through the Affordable Warmth Program with CES are
contacted.

"In the event that we are able to secure an agreement with an
alternative provider to fulfil the company's obligations in this
regard, we anticipate this will be achieved within the coming
days.  All customers will be notified."

GoWarm is a firm, which has helped improve the energy efficiency
of thousands of Teesside homes.


INSIGHT CCI: Goes Into Liquidation, Cuts 142 Jobs
-------------------------------------------------
Susannah Birkwood at thirdsector.co.uk reports that Insight CCI
Ltd, a fundraising agency that was investigated by the
Fundraising Standards Board last year after it received a
complaint about a fundraising call made on behalf of the charity
Breast Cancer Campaign, has gone into liquidation with the loss
of 142 jobs, according to the insolvency practitioner handling
the case.

Insight CCI Ltd went into liquidation on February 26, said Andrew
Kelsall -- andrew.kelsall@larking-gowen.co.uk -- , a partner at
the accountancy firm Larking Gowen, which is handling the
liquidation process.

Mr. Kelsall told Third Sector that the agency, which was founded
in 2005, had liabilities of GBP775,000, which included employee
claims and debts amounting to GBP311,000, but about GBP630,000 of
this would not be paid because of a deficiency of assets to
liabilities, the report notes.

"On that basis, unsecured creditors will not be paid in full," he
said, the report says.  But he noted that if the company's assets
were sold off, as planned, the employees would receive at least
part of what is owed to them, the report notes.

The assets consist mainly of an office and IT equipment and
shares in a subsidiary company, Mr. Kelsall said.

The company's employees were last paid at the end of January,
Kelsall said, and they would be paid redundancy and notice pay by
the Redundancy Payments Service, subject to a weekly statutory
limit, the report relays.  Mr. Kelsall said that a number of
staff were dismissed before 26 February after the agency
experienced a fall in demand for its services, the report
discloses.

The FRSB said in an adjudication published last May that Insight
CCI had breached two parts of the Institute of Fundraising's Code
of Fundraising Practice and potentially broken the Data
Protection Act and the Privacy and Electronic Communications
Regulations in carrying out a fundraising call on behalf of
Breast Cancer Campaign, now known as Breast Cancer Now, the
report discloses.  It referred the complaint, which centered on a
call made to a person who was registered with the Telephone
Preference Service whose details had been bought from a list
broker, to the Information Commissioner's Office, the report
says.

The ICO had not made any public announcements about the case by
the time the company went into liquidation, the report notes.  A
spokeswoman for the regulator said this was because the agency
was not liable under the Data Protection Act because it was not
the data controller, the report relays.

A spokesman for the Institute of Fundraising, of which Insight
CCI was a corporate member, said in a statement that it was
regrettable the agency had closed, the report relays.  "It is a
tough climate for many fundraising organizations that work to
raise important funds for vital causes across the country," Mr.
Kelsall added.

Insight CCI Ltd, which is based in Norwich and offered services
including telephone fundraising and lotteries consultancy.


OPTIMA FINCO: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Optima Finco Ltd., the
parent of the U.K. petrol filling station (PFS) operator Euro
Garages. The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
group's GBP745 million equivalent senior secured credit
facilities.  The recovery rating on these notes is '2',
indicating S&P's expectation of substantial (70%-90%) recovery
prospects in the event of payment default.

The ratings are in line with the preliminary ratings S&P assigned
on Jan. 7, 2016.

Euro Garages has refinanced its capital structure with GBP745
million equivalent of senior secured credit facilities.  The
group has primarily used the funds, combined with GBP300 million
preferred ordinary shares provided by TDR Capital, to repay
existing debt and to pay dividends to the owners and co-CEOs
Mohsin and Zuber Issa, as well as related fees and expenses.

Euro Garages' capital structure comprises GBP370 million of term
loan B1, GBP250 million equivalent of term loan B2 (in euros),
GBP70 million of revolving credit facilities (RCF), and GBP55
million of capital expenditure (capex)/acquisition facilities.
S&P expects the RCF will largely remain undrawn.

In addition, Standard & Poor's-adjusted debt calculation also
includes GBP300 million 8% payment-in-kind (PIK) preferred
ordinary shares provided by TDR Capital and the GBP23 million 8%
PIK management shareholder loans provided by the Issa brothers.
S&P views these noncommon equity instruments as debt-like.  This
is because, notwithstanding their subordinated nature, certain
default events could trigger their immediate redemption.  S&P's
adjustment also reflects Euro Garages' limited operating lease
profile because over 90% of the company's assets are either
freehold or have long leases.

As Euro Garages generates earnings and cash flow in sterling, the
GBP250 million equivalent of term loan B2 (in euros) is exposed
to foreign exchange rate fluctuation.  S&P understands that the
group currently has a 12-month foreign exchange forward contract
for hedging against the interest payment in euro until January
2017. S&P also understands that Euro Garages intends to hedge
against the foreign currency exposure of the euro term loan at
least 12 months in advance.  In the absence of such foreign
exchange hedging arrangement and intention in place, the capital
structure would have a negative effect on S&P's ratings, rather
than being neutral.

S&P's highly leveraged financial risk profile assessment on Euro
Garages reflects the elevated debt level after the refinancing
transaction.  S&P projects its adjusted debt to EBITDA will reach
9.3x for the financial year ending July 2016 (FY2016) (or 6.1x
when excluding preferred ordinary shares and management
shareholder loans).  In the absence of further acquisitions, Euro
Garages could meaningfully reduce leverage to about 8.4x EBITDA
in FY2017 (or 5.3x when excluding preferred ordinary shares and
management shareholder loans).  Thanks to the favorable interest
margins of the senior secured facilities, S&P also forecasts that
its adjusted funds from operations (FFO) cash interest coverage
can be maintained at 2.8x-3.0x in FY2017 and FY2018.

S&P's weak business risk profile assessment reflects Euro
Garages' position as the second-largest independent PFS operator
in the U.K.  This market is highly fragmented; there are about
8,500 petrol stations in the U.K.  Large supermarkets and major
integrated oil companies represent Euro Garages' largest
competitors and account for about 60% of the fuel sold in the
country, by volume.

Euro Garages operates 341 PFS sites across the U.K., each
featuring a SPAR convenience store.  Many sites also provide a
variety of food-to-go offerings, such as Subway, Starbucks, and
Greggs.  Well-known brands, combined with good service, attract
traffic footfall and spending.  This allows Euro Garages to
charge marginally higher fuel margins than competing PFS sites
operated by major supermarkets and major integrated oil
companies.

In contrast with the franchisee operating models used by some
competitors, Euro Garages' self-owned, self-operating model
allows for greater control over quality, consistency of
offerings, and cost base.  However, Euro Garages also carries all
the operational risks.  The group is fully responsible for
negotiating and renewing contracts, and maintaining sound
relationships with its trading partners.  It is also exposed to
setting daily fuel margins and prices, as well as managing
supply, staff, and services.

Despite S&P's view that fuel demand across the U.K. is slowly
declining, Euro Garages achieved like-for-like growth in both its
fuel and nonfuel segments over the past two years.  S&P also
recognizes Euro Garages' earnings diversity -- about 60% of its
gross margins come from its nonfuel segment.  This, to some
extent, helps moderate earnings and cash flow volatility in the
event of unexpected shortfalls in fuel volumes sold.

Euro Garages' relationships with its trading partners are
fundamental to its value proposition.  Although the group has
multiple major branded fuel partners, including Esso and Shell,
S&P sees a degree of concentration risk because around 60% of its
PFS sites rely on fuel supplied by Esso.  Its operations also
lack international geographical diversification as it operates
only in the U.K.  Nevertheless, S&P understands that Euro
Garages' PFS portfolio is relatively spread out across the
country.

S&P's base-case assumptions have not changed materially since it
assigned the preliminary rating on Jan. 7, 2016.  S&P's base case
assumes:

   -- As vehicle fuel efficiency improves, the U.K. fuel volume
      sold will decline by an average of 0.5% per year.

   -- Significant revenue growth of about 123% in FY2016, mostly
      based on Euro Garages' acquisition of about 171 PFS sites
      from Esso and Shell, known as Esso South and Shell
      Strawberry.  S&P expects revenue will grow by about 9% in
      FY2017, which represents the group's first full trading
      year with 341 PFS.  S&P also anticipates Euro Garages will
      rapidly expand its food-to-go business locations across its
      PFS portfolio.

   -- An adjusted EBITDA margin of about 5.8% in FY2016.  S&P
      anticipates this will improve to 6.1% in FY2017, which
      represents the group's first full trading year with 341
      PFS.  S&P understands that the fuel retailing segment
      benefits from a higher margin.

   -- Capex of about GBP35 million-GBP40 million per year,
      primarily to fund the expansion of the food-to-go offering
      and investments in PFS expansion.

   -- S&P's assumptions also incorporate Euro Garages' plan to
      hedge against the foreign exchange rate exposure of its
      GBP250 million equivalent of term loan B2 (in euros) 12
      months in advance.

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

   -- Adjusted debt to EBITDA of around 9.3x in FY2016 and 8.4x
      in FY2017 (or 6.1x and 5.3x when excluding preferred
      ordinary shares and management shareholder loans).

   -- Adjusted FFO to cash interest coverage of about 2.8x-3.0x
      in FY2017 and FY2018.

   -- Reported free operating cash flow (FOCF) of about GBP48
      million in FY2016 and around GBP30 million in FY2017.

S&P views its adjusted debt-to-EBITDA as the leading ratio for
its highly leveraged financial risk profile assessment.

The stable outlook on Euro Garages reflects S&P's expectation
that the company's financial risk profile can absorb some part of
the inherent fuel volume-driven swings that affect its
profitability and cash flow, given its diversification in the
nonfuel segment. S&P expects its adjusted debt-to-EBITDA on Euro
Garages will remain above 5x and the company will generate
healthy reported FOCF.

S&P could lower the rating if Euro Garages' earnings volatility
or debt-funded acquisitions brings S&P's FFO cash interest
coverage down to below 2x, with limited prospects for reducing
leverage.  S&P estimates that such a scenario could emerge if the
company experiences a shortfall in fuel margins or fuel volumes,
which directly affect EBITDA and FFO.  S&P believes that a higher
debt burden from significant acquisitions would increase the
sensitivity of credit metrics to earnings volatility.

S&P could also lower the rating if it envisage reported FOCF
turning negative, if Euro Garages' liquidity position
deteriorates, or if S&P views that the foreign currency exposure
of its euro term loan has not been sufficiently hedged.

S&P views the potential for raising the rating as limited.
Nevertheless, S&P could consider raising the rating if Euro
Garages achieves its target fuel margins and fuel volume and
successfully implements its food-to-go rollout, bringing S&P's
adjusted debt-to-EBITDA to below 5x on a sustainable basis.  S&P
would also expect this to be accompanied by sound diversity of
earnings from the group's nonfuel segment and the low risk of it
increasing leverage in light of its acquisitive expansion
strategy in the PFS market.


POWA TECHNOLOGIES: Wagner Removed From Board After Administration
-----------------------------------------------------------------
Kadhim Shubber at The Financial Times reports that Companies
House documents have shown Powa Technologies Group founder Dan
Wagner was removed from the board soon after the US$2.7 billion
company went into administration last month.

Mr. Wagner, along with three other directors, had their
appointments terminated on Friday Feb. 19 -- two days after main
investor Wellington Management put the company into
administration, and the same day that the news became public, the
FT relates.

Powa, which received more than US$200 million in debt and equity
funding after being set up in 2007, had failed to generate
meaningful revenues and struggled to pay its staff, the FT
discloses.

The company began February with just US$250,000 in the bank,
Companies House filings showed, while one of its subsidiaries
owed creditors US$16.4 million, the FT relays.

Mr. Wagner and three other directors have also been removed from
the board of Powa Technologies Limited, one of two operating
subsidiaries, the FT notes.

Powa Technologies is a mobile commerce group.


PRIORY GROUP: Moody's Withdraws B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has withdrawn the B2 corporate family
rating, the B2-PD probability of default rating (PDR) and the Ba2
instrument rating on the Senior Secured Bank Credit Facility of
Priory Group No 3 plc.  All ratings had a stable outlook.

                         RATINGS RATIONALE

Moody's ratings have been withdrawn following the acquisition of
Priory by Acadia Healthcare Company, Inc. (Acadia, B1 stable) and
the consequent repayment of outstanding debt.  The acquisition
was finalized on the Feb. 16, 2016.

Priory is the largest independent provider of mental healthcare,
specialist care and education services in the UK, offering a
broad range of services in the field of acute psychiatry, secure
long-term rehabilitation and specialist education.  Priory's
principal reporting segments consist of Healthcare, Education,
Amore Care (care services for the elderly), and Adult Care, the
latter offering specialist care solutions.  As of June 2015, the
Company had 321 facilities and 7,169 available beds in the UK.
Priory generated revenues of GBP547.3 million in the 12-month
period to June 2015.

Since March 2011 and until the acquisition by Acadia, Priory was
majority owned by funds managed by the global private equity
investor Advent International, with management retaining a
minority share.


ROCHESTER FINANCING: DBRS Assigns BB(low)(sf) to Class F Notes
--------------------------------------------------------------
DBRS Ratings Limited has assigned ratings to the following Notes
issued by Rochester Financing No.2 (Issuer):

-- AAA (sf) to GBP259,000,000 Class A Notes
-- AA (sf) to GBP33,300,000 Class B Notes
-- A (sf) to GBP19,000,000 Class C Notes
-- BBB (sf) to GBP16,200,000 Class D Notes
-- BB (high) (sf) GBP13,300,000 Class E Notes
-- BB (low) (sf) GBP8,600,000 Class F Notes
-- The Class G Notes, Class P Certificates and the Class R
    certificates are unrated.

Rochester Financing No.2 PLC (Issuer) is a bankruptcy remote
Special-Purpose Vehicle (SPV) incorporated in the United Kingdom.
The issued notes will be used to fund the purchase of UK
residential mortgage loans secured over properties located in
England, Wales, Northern Ireland and Scotland.

The mortgage portfolio was initially purchased from DB UK Bank
Limited (DB UK) & Odin Mortgages Limited (Odin) by Rochester
Mortgages Limited (Rochester, Seller), an SPV wholly owned by
OneSaving Bank (OSB). Rochester will subsequently sell the
beneficial interest in the mortgage loans to the Issuer SPV. On
the account transfer date (28 March 2016), DB UK (the sole holder
of legal title at closing) will transfer legal title to the
Seller. OSB will retain a material net economic interest of not
less than 5% in the transaction through a holding of randomly
selected mortgage loans, which would otherwise have been
securitized. The principal activities of OSB are to provide
retail savings products, residential mortgages, Buy-to-Let/SME
mortgages and personal loans.

OSB will assume the role of Master Servicer with day-to-day
servicing delegated to Target Servicing Limited (Target). From
closing, there will be an interim period of one month where DB UK
will be in place as an Interim Servicer with servicing activities
delegated to Target. Home Loan Management (HML) has been
appointed as the back-up servicer.

As of the cut-off date (October 31, 2015), the GBP403,215,540
mortgage portfolio consists of owner-occupied and Buy-to-Let
(BTL) residential mortgage loans originated by DB UK (68.76%),
Money Partners Limited (MPL) (29.34%) and Edeus Mortgage Creators
Limited (1.81%). DB UK offered mortgages in the specialist and
non-conforming sectors through their network of brokers and
packagers and ceased mortgage lending in 2008. MPL offered a
range of mortgage products (fixed, variable, and discounted) and
flexible secured loans. MPL and Edeus primarily offered mortgages
to customers with adverse or non-standard credit history.

83.18% of the mortgage portfolio has an Interest Only (IO)
repayment profile. The high proportion of IO loans is largely due
to borrower affordability given the relatively low proportion of
BTL loans in the portfolio (17.20%), which are typically lent at
an IO basis. As of the pool cut-off date, the weighted-average
seasoning of the portfolio is 98.73 months, with 97.80% of the
mortgage loans originated in 2007 and 2008, the peak of the UK
mortgage and housing market. The Weighted-Average Current Loan-
to-Value (WACLTV) calculated by DBRS equates to 74.18%. The
Indexed WACLTV is calculated at 68.25% (Nationwide HPI, Q4 2015).

The mortgage portfolio has a relatively high concentration of
borrowers who had unsatisfied County Court Judgments at the time
of origination (22.69%). 42% of mortgage loans have been modified
since origination, with approximately 10% restructured in the
last 24 months. DBRS believes borrowers who have had
restructuring in the recent past, particularly in the context of
a low interest rate environment, would show a higher propensity
to default in the event of future interest rate rises.

The Weighted-Average Coupon generated by the portfolio is 3.29%.
Approximately 17.41% of the loans pay the interest rate linked to
the Bank of England Base Rate (BBR). The remaining portion of the
pool is linked to 3-Month GBP Libor. The interest payable on the
notes linked to 3-Month GBP LIBOR. The basis risk on account of
the BBR mismatch is unhedged. For the purposes of its cash flow
analysis, DBRS stressed the BBR rates generated by the assets.

The mortgage loans comprising the portfolio on the closing date
will consist of loans remaining following discharge from the cut-
off date to the closing date, and the removal of a sub-portfolio
of loans randomly selected and held by OSB in accordance with the
risk retention requirements.

The interest payable on the notes will step up on the payment
date falling five years after the first interest payment date.
DBRS has taken into consideration the increased interest payable
via its cash flow analysis. On or after the optional redemption
date, the issuer may redeem all the Notes in full. Notes will be
redeemed at an amount equal to the outstanding balance together
with accrued (and unpaid) interest.

Credit enhancement is provided in the form of subordination of
the junior Notes and the General Reserve. The General and
Liquidity Reserves are initially funded at an amount equal to to
1.88% of the initial Class A to F Notes. Excess spread, where
available, can be utilized to increase the reserve funds to 3.00%
of the initial balance of the Class A to F Notes. The General
Reserve Fund will form part of the available revenue funds and is
available to cover shortfalls in payment of senior fees, interest
on Class A to F notes, and cure Principal Deficiency Ledger (PDL)
debits on the Class A to F notes. As the size of the combined
General Reserve and Liquidity Reserve is linked to 3.00% of the
initial Class A to F note balance, and the target balance of the
Liquidity Reserve component is linked to the outstanding balance
of the Class A to D Notes, all else being equal, the General
Reserve amount is expected to increase, while the Liquidity
Reserve amount reduces as the Class A to D Notes amortize.

The Liquidity Reserve is sized at 2% of the outstanding Class A
to D Note balance, with remaining amounts forming part of the
General Reserve. The Liquidity Reserve is available to cover
shortfalls in payment of Senior Fees and Class A to D interest.
Payment on the Class B, C and D notes are subject to a 25% PDL
trigger. The Class E and F Notes benefit from a Junior Liquidity
Reserve equal to 0.45% of the Class A to F Notes. Support
provided to the Class F notes is subject to the PDL being less
than 50% of the outstanding Class balance.

Principal can be used to provide liquidity support to the most
senior outstanding note. Principal can also provide liquidity
support to the mezzanine and junior notes (Class B to Class E
Notes) subject to a PDL trigger of 25%. Principal as liquidity
support is available to the Class F notes subject to a 50% PDL
trigger. Principal can also be used to replenish the Liquidity
Reserve up to the required amount to the extent it has not been
replenished via the revenue waterfall. A subsequent debit is made
to the relevant PDL when principal is used as a liquidity support
mechanism.

Although the Seller will provide loan warranties and
representations, the Seller was not the originator of the
mortgage loans and consequently certain warranties are qualified
by reference to awareness. The Issuer is entitled to bring a
contractual claim in damages, subject to warranty limitations,
against the Seller in respect of any breach of any loan
warranties. It is anticipated that the Seller would seek to rely
on a back-to-back contractual claim for damages against DB UK
pursuant to the terms of the Original Mortgage Sale Agreement.
However, the right of the Seller to bring a claim for contractual
damages against DB UK under the Original Mortgage Sale Agreement
is subject to the same limitations as the issuer. The key
limitations are an expiry date of two years from the mortgage
sale agreement and the aggregate liability of the seller for
breaches of non-fundamental warranties will not exceed 10% of the
Issuers purchase price. There is no cap on fundamental
warranties.

Deutsche Bank AG as the Option Holder has the right to elect to
repurchase any loan in breach of a Loan Warranty. There is no
obligation on the Option Holder to repurchase any loan and its
related security following a breach. The repurchase price will be
equal to its outstanding principal balance together with accrued
interest plus an amount equal to costs and expenses related to
the repurchase. Given the significant seasoning of the loans in
the loan portfolio (8.2 years), loans in breach of warranties can
reasonably have been expected to be identified during the earlier
life of the loan. Additionally, there have been cases of DB UK
not being in compliance with Mortgage Conduct of Business (MCOB).
On 15 December 2010, the Financial Conduct Authority issued a
notice with respect to the mortgage origination activities of DB
UK, which identified certain breaches of MCOB. During reviews in
2010, DB UK identified certain aspects of the servicing that were
potentially not compliant with MCOB. Such breaches have been
remedied and amendments were made to the mortgage terms and
conditions. Following the review and remedies, DBRS expects a
future breach of representation and warranty to be limited.

Until the Legal Title transfers to the seller from DB UK,
collections will be paid into the Interim Collection Account.
There shall be no trust declared over the Interim Collection
Accounts by DB UK in favour of the Issuer or the Security
Trustee. The lack of a declaration of trust over the interim
collection account is mitigated through the daily sweep of cash
into the Issuer Account and the limited period in which the
interim collection account is expected to be in place. Transfer
will take place on 28 March 2016 in accordance with the
transaction documents. The interim collection account with be
held with Deutsche Bank AG, London Branch, privately rated by
DBRS.

Following the transfer on March 28, 2016, Borrowers will pay into
a Collection Account held in the name of the issuer at National
Westminster Bank Plc (Natwest). Natwest is privately rated by
DBRS. There is a daily sweep of funds from the collections
account into the Issuer account bank. In addition, the Issuer
covenants that the Collection Accounts will have been opened and
will be operational on or prior to the end of the Interim Period.

The Issuer will maintain the Deposit Account held with Elavon
Financial Services Limited, acting through its London branch. The
account bank is privately rated by DBRS. The account bank
downgrade and replacement language is compliant with DBRS legal
criteria for the assigned ratings to the Notes.

An Extraordinary Resolution or an Ordinary Resolution may be
passed by the negative consent of the relevant Noteholders. The
risk is that it becomes possible that an Extraordinary Resolution
or Ordinary Resolution (excluding note acceleration notice and
Basic Terms Modification of the Notes) could be passed without
the vote of any Noteholders.

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

-- The transaction's cash flow structure and form and
    sufficiency of available credit enhancement. At closing,
    credit enhancement for the Class A Notes (32.00%) is provided
    in the form of subordination via the Class B, Class C,
    Class D, Class E, Class F, Class G and Class P certificates.
    Credit enhancement for the Class B Notes (23.25%) is provided
    in the form of subordination via the Class C, Class D,
    Class E, Class F, Class G and Class P certificates. Credit
    enhancement for the Class C Notes (18.25%) is provided in the
    form of subordination via the Class D, Class E, Class F,
    Class G and Class P certificates. Credit enhancement for the
    Class D Notes (14.00%) is provided in the form of
    subordination via the Class E, Class F, Class G and Class P
    certificates. Credit enhancement for the Class E Notes
    (10.50%) is provided in the form of subordination via the
    Class F, Class G and Class P certificates. Credit enhancement
    for the Class E Notes (8.25%) is provided in the form of
    subordination via the Class G and Class P certificates.

The General Reserve will also provide Credit Enhancement to the
rated Notes. At closing it will be funded to an amount equal to
GBP27,700. The target amount of the General Reserve is equal to
3% of the initial Class A to Class F Note balance minus the
Liquidity Reserve required amount. As the Liquidity Reserve is
amortized, all other factors being equal, the size of the General
Reserve should increase.

-- Liquidity coverage provided through the aforementioned
    General Reserve Fund, Liquidity Reserve, Junior Liquidity
    Reserve and Principal receipts.

-- The credit quality of the expected mortgage loans that the
    rated Class A to F Notes are secured against and the ability
    of the servicer to perform collection activities on the
    collateral. DBRS calculated probability of default, loss
    given default and expected loss outputs on the mortgage loan
    portfolio provided by the DBRS European RMBS Default Model.
    In addition DBRS analyzed the historical loan-level payment
    history of the underlying borrowers. DBRS also reviewed the
    servicing practices of Target and the Servicing Specification
    between the Servicer and Master Servicer.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repay the rated Notes. The transaction
    cash flows were modelled using portfolio default rates and
    loss given default outputs for the loan portfolio. DBRS
    assesses the structure to be sensitive to interest rate
    fluctuations and will monitor the transaction as part of its
    surveillance process.

-- 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.

-- The relevant Counterparties are private rated by DBRS. Such
    counterparties appropriately rated per DBRS criteria to
    mitigate the risk of counterparty default or insolvency.


TRAVELPORT WORLDWIDE: S&P Raises CCR to 'B+', Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'B+' from 'B' its
long-term corporate credit rating on U.K.-based travel services
provider Travelport Worldwide Ltd.  The outlook is stable.

At the same time, S&P raised to 'B+' from 'B' its rating on the
company's first-lien term loan.  The recovery rating is '3' and
S&P's recovery expectations are in the higher half of the 50%-70%
range.

The rating action follows Travelport's good performance in 2015
and S&P's expectation that it will be able to grow its revenues
and at least maintain its profitability and sound cash flow
generation over the next 12 to 18 months.  S&P thinks
Travelport's Air channel (representing about 72% of total revenue
in 2015) should continue to benefit from projected passenger
growth because the global airline industry is expected to
increase capacity and efficiency in 2016.  Travelport can help
with efficiency, in particular, via its tailor-made merchandizing
solutions.

S&P anticipates Travelport's revenue growth for 2016 will be
about 5%.  In S&P's view, this will be supported by double-digit
growth in the Beyond Air channel (22% of total revenue in 2015).
This growth should be helped by an increasing hospitality
attachment rate (bookings in non-air sectors such as hotels, car,
rail and other non-air bookings made together with an airline
ticket booking), a larger number of independent hotels getting
captured by Travelport's search technology, and a growing number
of Travelport's existing customers using its payment and mobile
platforms.

S&P thinks that Travelport's financial risk profile will further
improve in 2016, as the company continues to generate sound cash
flows, maintains adequate capex levels, and cautiously pursues
growth opportunities.  S&P's forecast base case also reflects its
view that Travelport will continue to benefit from its lower
interest burden, post the IPO in late 2014.  While its debt
structure is exposed to potential interest-rate increases, S&P do
not foresee any major impact on cash flows in 2016 stemming from
the still-low interest rate environment and the company's hedge
activities; it hedged about 60% of its floating interest rate
exposure in 2017 and 2018.  S&P also expects the company to stick
to its dividend payout policy of 30 cents per share per year.  As
a result, S&P thinks Travelport's FFO to adjusted debt will
remain at least about 12%.  S&P notes that Travelport has the
ability to make repayments on its first-lien debt from cash
available before it matures in 2021, and that management has
confirmed its commitment to debt reduction.

"Our business risk profile assessment continues to incorporate
our view that the travel industry carries high risk: it is
seasonal, cyclical, and price competitive.  We balance this
against Travelport's exposure to limited country risk through its
globally diversified operations.  We also note Travelport's
position as a leading player in the global distribution system
(GDS) market.  In 2015, its GDS business held about 23% of the
global shares of GDS air segments.  Travelport's Travel Commerce
Platform revenue was balanced across the main world travel
regions of the U.S. (29% in 2015), Europe (30%), Asia-Pacific
(22%), the Middle East and Africa (14%), and Latin America and
Canada (5%).  Our view of the company's profitability as strong
is supported by industry-average profitability measures under our
base-case scenario, such as return on capital of about 10%.
However, Travelport's operating profitability demonstrates low
volatility relative to its transportation industry peers and is a
key consideration in our assessment of its strong competitive
position," S&P said.

S&P's base case assumes:

   -- World GDP growth of about 3.5% (for 2016 S&P estimates 2.8%
      growth in the U.S., 1.8% in the EU, 2.4% in the U.K., and
      5.5% in Asia-Pacific).

   -- Steady growth in Air channel revenue of about 2%-4% in
      2016, based on increased passenger volumes driven by GDP
      growth.

   -- Revenue growth of 15%-17% in the Beyond Air channel, which
      includes the fast-growing eNett payment system, the
      hospitality business, and the recently acquired mobile
      service platform.

   -- Stable EBITDA margin of 18%-21%.

   -- Positive overall discretionary cash flow, enabling
      Travelport to reduce leverage or invest moderately in
      growth.

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

   -- Weighted-average adjusted FFO to debt of just below 12% in
      2016-2017; and

   -- EBITDA interest cover improving to about 3x in 2016.

In S&P's view, Travelport's liquidity is adequate.  Although S&P
calculates liquidity sources to uses to be about 2x for the next
12 months, it would need to see a longer track record of access
to credit markets before S&P would consider revising its
assessment of the company's liquidity to strong.

S&P anticipates the company will have these principal liquidity
sources over the next 12 months:

   -- Unrestricted cash and cash equivalents of about $155
      million on Dec. 31, 2015;

   -- S&P's base case cash FFO of about $250 million in 2016; and

   -- Availability under the $125 million maturing in 2019
      revolving credit facility (RCF) of about $101 million.

S&P anticipates the company will have these principal liquidity
uses over the same period:

   -- Working capital outflow of about $30 million;

   -- $74 million in debt maturity and finance lease repayments
      (used to fund capex);

   -- About $100 million in cash capex;

   -- About $15 million of acquisitions; and

   -- Dividend payments of about $35 million-$40 million.

The company has to comply with a first lien net debt coverage
covenant and S&P expects it to remain compliant with at least
adequate headroom.

The stable outlook reflects S&P's expectation that Travelport
will maintain rating-commensurate ratios, supported by passenger
growth, growth opportunities in its payment and mobile platforms
business, and stable margins.  S&P also expects that Travelport's
reasonable capex of about 6%-7% of revenues and cautious approach
to external growth, alongside a conservative dividend policy,
will continue to allow the company to at least maintain FFO to
debt of about 10% in the next 12 months.

Negative rating pressure would build if the global travel market
weakened to an extent that prevented Travelport from achieving at
least 5% sales growth, while the EBITDA margin simultaneously
dropped to about 17%, leading FFO to debt to drop below 10%.  S&P
could also downgrade Travelport if the company's financial and
acquisition policy became less stringent, although S&P regards
such a scenario as unlikely.

S&P could upgrade Travelport if S&P believed it could reach and
sustain FFO to debt of 16%.  This could happen if Travelport
performs better than S&P expects, particularly if it manages to
grow its revenues by more than 8% in 2016 and its Standard &
Poor's adjusted EBITDA margin increases to 22%.



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


* Moody's Assesses Impact of Oil Price Decline on 18 Sovereigns
---------------------------------------------------------------
Moody's Investors Service announced actions via separate releases
on the ratings and outlooks of 18 oil-exporting sovereigns to
reflect the impact of the continued large fall in oil prices,
which Moody's expects to remain low for several years.

For 12 sovereigns, the rating agency has initiated reviews for
downgrade to assess the full impact of the oil price shock in a
systematic and consistent manner.  In four cases, Moody's has
downgraded the ratings and placed them on review for further
downgrade to reflect the minimum impact that it believes the fall
in prices will have on those sovereigns' credit profiles.
Moody's aims to conclude all rating reviews within two months.
Moody's has also affirmed the ratings of two further sovereigns
but assigned a negative outlook to one of them.  The full list of
affected sovereigns and the corresponding rating action is
provided.

Moody's has also published a report to provide further insight
into its views and the analytical considerations that drove the
rating actions and that will inform its ratings reviews.
Subscribers can access this report via a link provided at the end
of this press release.

The report, entitled "Oil-Exporting Sovereigns -- Global: Key
Drivers of Rating Actions on 18 Issuers to Assess Impact of Sharp
Fall in Oil Prices", explains that the continuing fall in oil
prices has material, and in some cases quite profound,
implications for the economic growth and the balance sheets of
sovereigns that rely to a large extent on oil and gas to drive
their growth and finance their expenditures.  Given the
importance of economic and fiscal strength in Moody's sovereign
risk analysis, the rating agency believes that the credit risk
profiles of these oil-exporting sovereigns are therefore under
increasing pressure.

Moody's rating reviews will allow it to determine the extent of
any ratings adjustments required for these sovereigns or,
conversely, the extent to which their economic and fiscal
strength, financial buffers and capacity to implement credit-
supportive policies insulate them from the impact of the oil
price shock.

In January, Moody's latest oil price forecasts announced a
further downward revision of its oil price forecasts for Brent to
US$33 per barrel in 2016 and US$38 per barrel in 2017, rising
only slowly thereafter to US$48 by 2019.

LIST OF MOODY'S RATING ACTIONS ON OIL-EXPORTING SOVEREIGNS
ANNOUNCED VIA SEPARATE RELEASES ON MARCH 4 AND IN RECENT WEEKS

Moody's has placed 12 sovereigns on review for downgrade:

  Abu Dhabi(Aa2)
  Angola(Ba2)
  Gabon(Ba3)
  Kazakhstan(Baa2)
  Kuwait(Aa2)
  Nigeria(Ba3)
  Papua New Guinea(B1)
  Qatar(Aa2)
  Russia(Ba1)
  Saudi Arabia(Aa3)
  Trinidad & Tobago(Baa2)
  United Arab Emirates(Aa2)

Moody's has downgraded and placed on review for further downgrade
the ratings of 4 sovereigns:

  Azerbaijan(from Baa3 to Ba1 on review for further downgrade)
  Bahrain(from Baa3 to Ba1 on review for further downgrade)
  Republic of the Congo(from Ba3 to B1 on review for further
  downgrade) Oman(from A1 to A3 on review for further downgrade)

Moody's has also changed the rating outlook to negative from
stable on Venezuela's Caa3 rating.

Moody's has affirmed the Aaa stable rating of Norway.


                            *********

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

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

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


                            *********


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

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

Copyright 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 * * *