TCREUR_Public/160316.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Wednesday, March 16, 2016, Vol. 17, No. 053


                            Headlines


A U S T R I A

HETA ASSET: Carinthia Still Hopes for Talks with Creditors


A Z E R B A I J A N

AZINSURANCE OJSC: Fitch Affirms B+ IFS Rating, Outlook Negative


F R A N C E

DRY MIX: Moody's Assigns (P)B1 Rating to EUR150MM Sr. Notes
DRY MIX: S&P Assigns 'B' Rating to EUR150MM Sec. Floating Notes
ELIOR SA: S&P Raises CCR to 'BB+', Outlook Stable
REXEL SA: Fitch Affirms 'BB' Long-Term Issuer Default Rating


I R E L A N D

EUROCREDIT CDO V: Moody's Raises Rating on Class E Notes to Ba3


I T A L Y

BANCO POPOLARE: Fitch Affirms 'BB+' Rating on Mortgage Bonds
GE CAPITAL: Moody's Raises Long-Term Deposit Ratings to B2
WASTE ITALIA: Fitch Cuts Long-Term Issuer Default Rating to 'CC'


L U X E M B O U R G

BOARDRIDERS SA: Moody's Assigns Caa1 Rating to EUR136MM Sr. Notes
GSC EUROPEAN II: S&P Affirms CCC- Ratings on 2 Note Classes


N E T H E R L A N D S

ACTION HOLDING: S&P Affirms 'B+' CCR Then Withdraws All Ratings
CIMPRESS NV: Moody's Affirms Ba2 CFR, Outlook Stable
HELIOS TOWERS: Fitch Affirms 'B' Rating on Sr. Unsecured Notes
PEER HOLDING: S&P Assigns 'B+' CCR, Outlook Stable


R U S S I A

AVTOVAZ: Nicolas Maure Named New Chief Executive
GAZ CAPITAL: S&P Assigns 'BB+' Rating to Proposed LPNs
GAZPROM PJSC: Moody's Assigns Ba1 Rating to Proposed Sr. CHF LPN


S P A I N

AYT CAJA MURCIA I: S&P Affirms B- Rating on Class C Notes
SANTANDER CONSUMER: DBRS Assigns BB Rating to Series D Notes


T U R K E Y

ARBUL ENTEGRE: Placed Under Administrative Receivership


S W I T Z E R L A N D

UBS GROUP: S&P Assigns 'BB' Rating to Proposed Tier 1 Notes


U K R A I N E

DTEK ENERGY: In Talks with Bondholders, Banks Over Loan Servicing


U N I T E D   K I N G D O M

BEALES: Horsham Store to Close in July Following CVA Deal
BHS GROUP: Hermes Opposes Company Voluntary Arrangement
COMPASS DEBT: Under Receivership, Ceases Operations
CONSOLIDATED MINERALS: S&P Lowers CCR to 'CCC-', Outlook Negative
EUROSAIL-UK: Fitch Places 'Csf' Note Ratings on Watch Positive

PARAGON OFFSHORE: Posts $23.3MM Net Loss in 2015 Fourth Qtr.


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A U S T R I A
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HETA ASSET: Carinthia Still Hopes for Talks with Creditors
----------------------------------------------------------
Boris Groendahl at Bloomberg News reports that Austria's
Carinthia province, which probably failed with its bid to
neutralize guarantees for bad bank Heta Asset Resolution AG,
still hopes for settlement talks with creditors owed about EUR11
billion (US$12 billion).

In an interview with public radio station Oe1 on March 14,
Mr. Kaiser, as cited by Bloomberg, said he hoped for fresh talks
with the creditors to avoid an escalation of the conflict that
could lead to an insolvency of the southern Austrian province.
Carinthia's KAF public trust was due to announce the result of
its discounted tender offer for Heta's bonds on March 14,
Bloomberg notes.

Carinthia offered to buy Heta's creditors debt at a discount,
effectively asking them to share the losses with the nationalized
lender, Bloomberg discloses.  The province's debt guarantees go
back to the days when it owned Heta's predecessor, Hypo
Alpe-Adria-Bank International AG, Bloomberg relays.  Creditors
representing about half of the debt said they rejected the
buyback offer leading up to a March 11 deadline, Bloomberg
recounts.

"I always said there's no doubt this was caused by Carinthia and
we will make our contribution, but we should also keep in mind
that many other things happened on that way," Bloomberg quotes
Mr. Kaiser as saying in the interview.  "Therefore, I think there
should be another attempt to resolve this out of court.  The
province of Carinthia should be worth the effort."

Heta Asset Resolution AG is a wind-down company owned by the
Republic of Austria.  Its statutory task is to dispose of the
non-performing portion of Hypo Alpe Adria, nationalized in 2009,
as effectively as possible while preserving value.



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


AZINSURANCE OJSC: Fitch Affirms B+ IFS Rating, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has revised AzInsurance OJSC's Outlook to Negative
from Stable while affirming its Insurer Financial Strength (IFS)
rating at 'B+'.

KEY RATING DRIVERS
The revision of the Outlook follows the downgrade of Azerbaijan
on 26 February 2016 to Long-term foreign and local currency
Issuer Default Ratings (IDR) 'BB+' from 'BBB-'. The Outlooks are
Negative.

The weaker macro-economic environment is likely to undermine
AzInsurance's ability to generate underwriting profit both due to
sector-wide and idiosyncratic challenges as well as exacerbate
the significant concentration risk in the insurer's investment
portfolio. The affirmation of the rating reflects the insurer's
strong market position and a significant cushion in its
underwriting profitability.

Fitch expects Azerbaijan's real GDP to contract by 3.3% in 2016,
with the non-oil activity to contract by 4%, as the government
cuts back on spending, bank lending comes to a stop and consumer
confidence and purchasing power fall. However, much of the fall
in spending should be absorbed through a reduction in imports.

For the Azeri insurance sector, these developments are likely to
result in a contraction in voluntary insurance and bancassurance
segments. AzInsurance faces additional risk related to the
reduction in imports, as cargo insurance, mainly focused on
imported goods, accounted for 34% of the insurer's net written
premiums in 2010-2014 and has been a consistently strong
contributor to the insurer's underwriting result.

Apart from the recession, the insurance sector is also impacted
by the manat devaluation of 30% in February 2015 and a further
50% in December 2015. The devaluation has led to the upward
revision of insurance liabilities related to FX-denominated
commercial risks and may put pressure on the underwriting result
of insurers with high levels of net retention in 2015 and 2016.
AzInsurance is fairly resilient to the FX-driven revaluation, as
the insurer has made intense use of FX-matched reinsurance for
large commercial property and casualty lines.

The devaluation is also likely to put pressure on the
profitability of new policies. Given the low capacity of the
local insurance sector and its high dependence on outwards
reinsurance purchased abroad, it may be difficult to pass the
increased costs of outwards reinsurance to local commercial
policyholders in full. Therefore, the margins in the commercial
lines may decline, presenting a challenge to the sector,
including AzInsurance.

On the asset side, the devaluation has helped AzInsurance
generate significant FX gains, as 69% of the insurer's portfolio
was placed in $US-denominated instruments at end-2015.

Fitch expects that the weakness of the banking sector, which
Fitch's Banking System Indicator rates at 'b', will be
exacerbated by the manat devaluation and shrinking economy. For
AzInsurance this means that the rise in concentration risk in the
investment portfolio further undermines the insurer's risk-
adjusted capital strength. To date, the insurer has achieved only
a modest reduction of the concentration risk with 48% of
investments placed with a related party bank at end-2015 compared
with 56% at end-2014.

Based on the insurer's unaudited annual results, net profit
improved to AZN17 million in 2015 from AZN13m in 2014, supported
by FX gains on investments. The combined ratio stood at a very
strong 64.8% in unaudited 2015 (audited 2014: 63.6%), although
the written premiums fell 11% both on a gross and net basis.

RATING SENSITIVITIES

Significant weakening of the underwriting performance or capital
depletion due to investment losses could result in a downgrade. A
significant weakening of the insurer's market position or its
bargaining power could also result in a downgrade.

Reduced risks in its investment portfolio and improving
diversification across business lines while maintaining sound
underwriting profitability could lead to a revision of the
Outlook to Stable.



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F R A N C E
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DRY MIX: Moody's Assigns (P)B1 Rating to EUR150MM Sr. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 (LGD5)
rating to the proposed EUR150 million senior secured floating
rate notes (due 2023) to be issued by Dry Mix Solutions
Investissements S.A.S., the intermediate holding company of
France-based dry mix solutions specialist Parex Group.  Funds
from the notes issuance together with available cash on hand will
be used to refinance in part a shareholder loan granted by the
group's owner CVC and to cover certain transaction fees and
expenses.  Concurrently, Moody's affirmed the B1 corporate family
rating (CFR), the Ba3-PD probability of default rating (PDR) as
well as the B1 (LGD5) rating on the group's existing EUR550
million senior secured floating rate notes (due 2021).  The
outlook has been changed to negative from stable.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect the rating agency's
preliminary assessment regarding the transaction.  Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the proposed senior
secured notes.  The definitive rating may differ from the
provisional rating.

List of Affected Ratings:

Assignments:

Issuer: Dry Mix Solutions Investissements S.A.S.
  Senior Secured Regular Bond/Debenture, Assigned (P)B1 (LGD5)

Affirmations:

Issuer: Dry Mix Solutions Investissements S.A.S.

  Corporate Family Rating, Affirmed B1
  Probability of Default Rating, Affirmed Ba3-PD
  Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD 5)

Outlook Actions:

Issuer: Dry Mix Solutions Investissements S.A.S.

  Outlook, Changed To Negative From Stable

                         RATINGS RATIONALE

The rating action follows Parex's proposed issue of EUR150
million senior secured floating rate notes (FRN), which the group
will use together with EUR28 million of cash on balance sheet to
repay EUR175 million worth of shareholder notes and loans granted
by its private equity owner CVC Capital Partners Ltd when
acquiring Parex in June 2014 (approximately EUR225 million of
shareholder loans and notes including accrued interest were
outstanding as of December 31, 2015).  As the shareholder loans
qualify as 100% equity under Moody's definitions, the proposed
refinancing will substantially increase the group's debt load and
leverage, which has prompted Moody's to change the outlook on
Parex's B1 CFR to negative from stable.  On a pro forma and
Moody's-adjusted basis, Parex's gross leverage will approach 4.8x
debt/EBITDA at year-end 2015, which exceeds the 4.5x maximum
threshold that Moody's had specified when upgrading the group to
B1 in December last year. Nonetheless, Moody's recognises Parex's
sound operating performance through 2015 which continued also
during the final quarter of the year, leading to fourth quarter
2015 sales and EBITDA (as adjusted by Parex) growing by 12% and
26% year-on-year, respectively.  For the full year 2015, group
sales surged to EUR904 million (+15.4% yoy) and EBITDA to EUR149
million (+27.6%), mainly driven by organic growth in the emerging
markets (China in particular), but also owing to positive
currency effects, which contributed almost EUR41 million of sales
and over EUR6 million of EBITDA in FY 2015, respectively.
However, Moody's cautions that currently devaluating emerging
market currencies (e.g. Chinese renminbi, Brazilian real and
Argentine peso) might negatively impact Parex's results in 2016.
This could to some extent offset expected solid organic sales
growth in the mid- to high-single-digit percentage range, whereas
healthy profitability of close to 2015 levels should position the
company to continue growing earnings also over the next two
years.  The agency therefore expects Parex's leverage as adjusted
by Moody's to more muted but steadily reduce towards 4.5x
debt/EBITDA in the upcoming 12-18 months and thereby
strengthening its positioning in the B1 rating category again
over a reasonable period of time.  Nevertheless, should the group
be unable to constantly reduce its leverage or if cash flow
generation were to start deteriorating, Moody's would consider
lowering Parex's ratings over the next 18 months, as indicated in
the negative outlook.  Although increasing borrowing cost
resulting from the higher debt burden following the transaction
will weigh on the group's cash flow generation, Moody's expects
Parex's free cash flows to remain solidly positive going forward.
Moreover, Moody's understands that neither the group nor its
shareholder intend to engage in further material refinancing
activities in the near future that might meaningfully alter
Parex's capital structure but rather focus on de-leveraging in
the first place.  This should be primarily achieved through
organic earnings growth, albeit occasional smaller bolt-on
acquisitions could provide additional growth potential.  That
said, Moody's would expect the group to fund such acquisitions
from available cash rather than by raising debt, as demonstrated
in 2015 when Parex acquired three businesses in Malaysia, Denmark
and the US, all of which were paid with cash on hand, supported
by its strong cash flow generation during the year.

                              LIQUIDITY

Parex's liquidity remains good following the transaction.  Pro
forma for the proposed refinancing as of Dec. 31, 2015, the group
had access to EUR94 million of cash and cash equivalents which
together with projected funds from operations of more than EUR80
million per annum will comfortably cover all upcoming basic cash
needs over the next 12-18 months.  Expected cash uses mainly
comprise annual capital expenditures of approximately EUR35
million as well as seasonal working capital requirements (maximum
intra-year swings of around EUR30 million assumed), while Moody's
does not expect the group to initiate any profit distributions to
its shareholders.

The liquidity assessment of Parex also considers EUR100 million
availability under the group's super senior revolving credit
facility (RCF, maturing 2021), which remained fully undrawn at
year-end 2015 and is not expected to be utilised in the upcoming
six quarters.

                     STRUCTURAL CONSIDERATIONS

The proposed new EUR150 million senior secured FRN are guaranteed
by the same guarantors (accounting for at least 70% of
consolidated group EBITDA) and benefit from the same security
package as the existing EUR550 million senior secured FRN.  In
its Loss-Given-Default (LGD) assessment, Moody's has therefore
modelled both instruments at rank two, behind the EUR100 million
super senior RCF (maturing 2021), which benefits from the same
security package and guarantor coverage as the senior secured
FRN, but receives enforcement proceeds in case of liquidation.

Trade payables are linked to the level of the senior secured
notes as the most significant financial debt in Parex's capital
structure, which together rank ahead of unsecured pension
obligations and lease rejection claims.

The one-notch difference between the PDR and CFR reflects the
absence of financial maintenance covenants under the super senior
RCF which results in an assumed lower recovery rate of 35% versus
the standard 50% rate.

                              OUTLOOK

The negative outlook reflects the likelihood of a downgrade of
Parex over the next 12-18 months, if the group was unable to
progressively reduce its Moody's-adjusted leverage towards 4.5x
debt/EBITDA by year-end 2017 or if free cash flow generation were
to materially deteriorate.

             WHAT COULD CHANGE THE RATING -- DOWN/UP

Negative rating pressure would evolve should Parex's (1) adjusted
gross debt/EBITDA not be reduced towards 4.5x by year-end 2017 at
the latest; (2) profitability deteriorate with adjusted EBITDA
margins falling below 15%; and (3) free cash flow generation
materially deteriorate.  Moreover, failure to maintain an
appropriate liquidity profile would exert pressure on the group's
ratings.

Moody's might consider upgrading Parex if (1) adjusted leverage
were to decline below 3.5x debt/EBITDA; (2) EBITDA margins could
be maintained at current levels of around 17%; and (3) free cash
flow generation were to improve with FCF/debt ratios of 8% or
higher; all on a sustainable and Moody's-adjusted basis.  An
upgrade would further require Parex to build a track record of a
conservative financial policy, evidenced by abstaining from
further re-leveraging initiatives and dividend payments.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials Industry published in September 2014.

Headquartered in Issy-les-Moulineaux, France, Dry Mix Solutions
Investissements S.A.S. is an intermediate holding company of
Parex Group (Parex), a global leading manufacturer and
distributor of specialty dry-mix solutions for the construction
industry.  The group's product offering is divided into three
business lines, (1) FaƔade Protection and Decoration; (2) Ceramic
Tile Setting Materials; and (3) Concrete Repair and Waterproofing
Systems across which Parex holds top 3 positions in its key
markets.  In fiscal year 2015, Parex generated net sales of
EUR904 million and EBITDA (as adjusted by the group) of EUR149
million with over 3,900 employees worldwide.  The group operates
66 manufacturing sites and 9 R&D facilities in 21 countries.


DRY MIX: S&P Assigns 'B' Rating to EUR150MM Sec. Floating Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B' issue rating to the EUR150 million secured floating rate
notes due 2023, which Dry Mix Solutions Investissements S.A.S.,
an indirect holding company of speciality dry mix solutions
producer ParexGroup, proposes to issue.

The issue rating is in line with the corporate credit rating on
ParexGroup (B/Stable/--).  The '4' recovery rating reflects the
proposed notes' contractual subordination to priority liabilities
in the structure, including the EUR100 million super senior
revolving credit facility (RCF) and the factoring facility, as
well as the increased amount of secured debt at default.  S&P
expects average recovery prospects in a payment default scenario,
in the lower half of the 30%-50% range.

At the same time, S&P affirmed its 'B' issue rating and '4'
recovery rating on the existing EUR550 million secured floating
rate notes due in 2021, and S&P's 'BB-' issue rating and '1'
recovery rating on the EUR100 million RCF.

The proceeds from the proposed notes will be used to fully repay
drawings under the super senior RCF, fund cash on the balance
sheet, and distribute an additional EUR59 million to ParexGroup
in order to complete the EUR175 million partial repayment of the
existing EUR224.5 million shareholder loan, initiated prior to
this offering.

The proposed notes' documentation will mirror the documentation
on the existing EUR550 million secured floating rate notes due in
2021, with the same 5.0x consolidated net senior secured leverage
and 2.0x fixed-charge coverage incurrence-based covenants, as
well as similar restrictions and carve-out baskets.  Security and
guarantee package will be aligned on the existing FRNs
documentation.

The 'B' long-term corporate credit rating on ParexGroup continues
to reflect S&P's view of the group's small size by global
standards and its partial exposure to the cyclical new build
sector, which provides about 40% of sales, as well as its strong
position in local markets.  It also reflects S&P's forecast of
high leverage metrics, with funds from operations to adjusted
debt below 10%, and adjusted debt to EBITDA of more than 5.0x.
The proposed issuance and redemption of shareholder loans is in
line with S&P's expectation of relatively aggressive financial
policies under private equity ownership.

                        RECOVERY ANALYSIS

Key analytical factors

   -- The 'BB-' issue and '1' recovery ratings on the EUR100
      million RCF reflect its super senior status in the capital
      structure.  S&P no longer cap the recovery rating at '2'
      given its revised assessment of the French jurisdiction.

   -- The 'B' issue and '4' recovery ratings on the existing
      EUR550 million and proposed EUR150 million senior secured
      floating rate notes reflect their contractual subordination
      to prior-ranking liabilities and the substantial amount of
      equally-ranked secured debt.

   -- In S&P's hypothetical default scenario for ParexGroup, S&P
      assumes an increase in competition triggering pricing
      pressures, combined with an inability to reduce costs and
      lack of vertical integration, would lead to a payment
      default in 2019.

   -- S&P values ParexGroup as a going concern, given its leading
      market position and strong brand awareness in its core
      markets.

Simulated default assumptions

   -- Year of default: 2019
   -- EBITDA at default: about EUR78 million
   -- Implied enterprise value multiple: 5.0x
   -- Jurisdiction: France

Simplified waterfall

   -- Gross enterprise value at default: about EUR391 million
   -- Administrative costs: EUR27 million
   -- Net value available to creditors: EUR364 million
   -- Priority claims: EUR28 million
   -- Super senior debt claims: about EUR87 million[1]
   -- Recovery expectation: >100%
   -- Senior secured debt claims: EUR724 million
   -- Recovery expectation: 30%-50% (lower half of the range)

[1] All debt amounts include six months' prepetition interest.
     Super senior RCF assumed 85% drawn at default.


ELIOR SA: S&P Raises CCR to 'BB+', Outlook Stable
-------------------------------------------------
Standard and Poor's Ratings Services raised its long-term
corporate credit rating on France-based food services provider
Elior S.A. to 'BB+' from 'BB'.  The outlook is stable.

At the same time, S&P raised its issue rating on Elior's senior
secured bank facilities to 'BB+' from 'BB', in line with the
corporate credit rating.  S&P's recovery rating remains unchanged
at '3', indicating recovery expectations in the lower half of the
50%-70% range in case of default.

S&P has also raised its issue rating to 'BB+' from 'BB' on the
senior secured notes issued by orphan special-purpose vehicle
Elior Finance & Co. S.C.A.

S&P's upgrade reflects its expectation of Elior's improving
credit metrics, based on continued improvement in operating
performance globally in line with Elior's guidance for its five-
year plan and stronger operating performance and lower leverage
than S&P initially expected for the fiscal year ended Sept. 30,
2015.  Elior reduced its leverage (debt to EBITDA) through lower
drawdowns under its securitization programs, less short-term
debt, and a stronger cash balance than S&P initially anticipated.

S&P has revised its assessment of Elior's financial risk profile
upward to significant to reflect S&P's expectation of continued
sound operating performance in 2016 and 2017 through a
combination of organic growth and acquisitions.  It also factors
in a steady increase in EBITDA (after restructuring and non-core
business exit costs) as a result of restructuring and efficiency
gains under the company's Tsubaki program for business
improvement.  S&P also expects Elior will implement a moderate
acquisitive strategy that will be financed through a combination
of cash and drawdowns under its revolving facilities.  As a
consequence, S&P's base case highlights that Elior's Standard &
Poor's-adjusted debt to EBITDA will remain below 4.0x and
adjusted funds from operations (FFO) slightly above 20%.  S&P
also foresees strong free operating cash flow generation (FOCF --
with a ratio to adjusted debt of between 11% and 12%.  S&P
believes this will be due to EBITDA growth and working capital
improvements from the plan to reduce receivables days of sale by
one day per year, which should offset a slight increase in
capital expenditures.  S&P's rating also factors in the gradual
exit of shareholders Chequers Capital and Charterhouse Capital
Partners, the latter of which has sold all its shares in Elior's
capital since the beginning of March.

"We believe Elior will continue to focus on its existing business
segments -- contract catering and concession catering, which make
up 70% and 30% of Elior's sales, respectively -- and we do not
expect the split between those two activities to materially
change over the medium term.  However, the ability of the group
to expand organically combined with its acquisitive strategy will
positively impact its size, market position, and geographical
split, in our view.  In past years, Elior's activities have
become more international -- France represented about 50% of
total revenues in 2015 versus 56% in 2013 -- and we expect the
group will continue focusing on higher-growth markets, such as
the U.S. and the U.K., followed by the group's planned entry in
Asia in 2017.  At the same time, we expect Elior's margin will
gradually improve due to restructuring and efficiency programs,
but remain below 10% over the short to medium term," S&P said.

The stable outlook reflects S&P's anticipation that Elior will
continue expanding organically and through acquisitions, which
S&P expects will have limited impact on the group's leverage.
S&P also foresees gradual improvement in the group's
profitability by successfully implementing its growth and cost-
control projects under their Tsubaki program for business
improvement.  As a consequence, S&P expects adjusted debt to
EBITDA of between 3.5x-4.0x and FFO to debt of slightly more than
20% over the next 12 months.

S&P could lower the rating if adjusted debt to EBITDA remained
greater than 4.0x and if FFO to debt fell below 20%.  S&P thinks
this could be caused either by more aggressive debt-funded
acquisitions, higher-than-expected shareholder remuneration, or
by weaker operational performance than S&P initially anticipated.

Although unlikely over the short to medium term, S&P could
consider a positive rating action if Elior's adjusted debt to
EBITDA sustainably improved to less than 3.0x and if FFO to debt
materially increased and remained above 30%.


REXEL SA: Fitch Affirms 'BB' Long-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed French-based electrical distributor
Rexel SA's Long-term Issuer Default Rating (IDR) at 'BB' and
Short-term IDR at 'B'. The Outlook is Stable. Fitch has also
affirmed Rexel's senior unsecured rating at 'BB' and its EUR500
million commercial paper program at 'B'.

Rexel's ratings continue to reflect the company's high leverage
with adjusted funds from operations (FFO) net leverage of 5.2x at
end-2015 (after factoring in EUR605 million readily available
cash), balanced by an overall strong business profile as a
worldwide leading distributor of electrical products.

Fitch projects limited EBITDA and FFO improvement over the next
three years. This is because management's initiatives to
strengthen Rexel's profit generation capacity are counter-
balanced by high uncertainty over the pace and timing of market
recovery in the group's main regions of operations. However, the
Stable Outlook on the IDR reflects Fitch's expectation that the
group will maintain strong financial flexibility, supported by
healthy profit conversion into cash flow and a conservative
financial policy, which are critical to deleveraging to levels
consistent with the current ratings by 2017. The Outlook may be
revised to Negative if Fitch expects adjusted FFO net leverage to
remain above 5.0x for more than two years and profitability to be
at or below the low level reached in 2015 on a sustained basis.

KEY RATING DRIVERS

Fragile Sales Growth Prospects

Fitch's rating case includes only limited organic sales growth
from 2017 onwards, given uncertainty over market recovery in the
group's main regions of operations and the late-cycle
characteristics of its activities. Organic sales rebounded 1.1%
in 2014 but declined 2.1% in 2015, mainly driven by weaker oil
prices strongly affecting the North American industrial segment
(46% of the region's sales in 2015), lower copper prices and the
Chinese economic slowdown. Fitch's forecasts incorporate European
market conditions strengthening from mid-2016 and the industrial
North American and Chinese markets stabilizing in 2017.

Profitability to Improve from 2017

The further decline in Rexel's EBITDA margin in 2015 (4.8% versus
5.6% in 2014) primarily stemmed from negative operating leverage
related to lower sales volumes, lower copper prices and the
completion of management's transformation plan in the US.

Fitch expects it to stabilize in 2016 and recover towards 5.6% in
2018. This remains weak compared with pre-2014 years, reflecting
our cautiousness over the pace of market recovery. Nonetheless,
management's initiatives to optimize the group's operating
structure and gross margin should help stabilize EBITDA margin in
2016 and support positive operating leverage effect from organic
sales recovery in future years. Fitch also factors in positive
impact from Rexel's divestment programme and management's focus
on margin-accretive acquisitions.

Resilient Free Cash Flow

Despite limited uplift in EBITDA we expect Rexel to maintain a
healthy level of free cash flow (FCF) in 2016-2018, at around
EUR230 million (1.8% of sales p.a.). Considering the group's high
leverage and its acquisitive growth strategy, maintaining such a
level is critical for the rating as a major component of
financial flexibility.

FCF benefits from the business's low capital intensity and the
countercyclical nature of its working capital needs. Critical
additional support to FCF generation is management's strict
financial discipline, which we expect to be maintained. Our
rating case includes a further decrease in cash interests paid in
2016 due to past active debt management, as well as a limited
increase in dividend distribution in the medium term following
the strong reduction announced for 2016.

Limited Leverage Headroom

Rexel's adjusted FFO net leverage reached 5.2x in 2015 (2014:
5.0x), exceeding Fitch's guideline of 5.0x for a 'BB' rating. The
elevated leverage results from high acquisition spending in 2012,
followed by several years of challenging market conditions.
Despite management's now more conservative approach regarding
dividends, this leaves increasingly limited headroom for M&A
under the current rating.

In its 2016-2018 rating case, Fitch has assumed a total EUR550
million acquisition spending (previous assumption: EUR300 million
p.a. over 2015-2017) on companies generating profitability at or
above group level, with annual acquisition spend increasing
alongside profits. Under Fitch's assumptions, Rexel should be
able to regain some rating headroom with adjusted FFO net
leverage falling back below 5.0x in 2017.

Financial Flexibility

Rexel's financial flexibility, which we forecast to remain
strong, mitigates limited deleveraging prospects over 2016-2019.
It should be supported by the group's existing strong liquidity,
intact FCF generation capacity, improving FFO fixed charge cover
due to decreasing debt costs, and the maintenance of a strict
financial policy.

In addition to the dividend decrease announced for 2016, Fitch
views positively management's ability at adapting its appetite
for acquisitions to operating performance. This was demonstrated
in limited spending over 2013-2015 and management's announcement
of a reduced budget for average annual M&A spending in their
2016-2020 strategic plan, to EUR300 million from EUR500m under
former 2012-2015 plan. Fitch calculates that the lower dividends
and M&A reduce the maximum potential total cash outflow by
approximately EUR220 million in 2016, consistent with weaker
EBITDA growth prospects.

KEY ASSUMPTIONS

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

-- Sales decrease in 2016 driven by organic sales decline and
    further non-core assets divestures; slow recovery thereafter
    based on better market environment and bolt-on acquisitions

-- Broadly stable EBITDA margin in 2016 before improving to 5.6%
    by 2018 supported by positive operating leverage along with
    sales growth and margin-accretive acquisitions

-- Continued tight management of working capital needs

-- Average annual FCF of EUR232m over 2016-2018

-- Annual bolt-on acquisition spending growing along with
    improving operating performance, of EUR150m in 2016 and up to
    EUR300 million in 2019 (total spending of EUR850m over 2016-
    2019)

RATING SENSITIVITIES

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

-- EBITDA margin sustained at above 6%, reflecting higher
    resilience throughout the economic cycle

-- FFO adjusted net leverage below 4.0x on a sustained basis

-- Continued strong cash flow generation, measured as pre-
    dividend FCF margin comfortably above 2% (2015: 2.2%).

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

-- EBITDA margin consistently below 5%

-- A large debt-funded acquisition, or a deeper-than-expected
    economic slowdown with no corresponding increase in FCF
    (notably due to working capital inflow and dividend
    restriction) resulting in (actual or expected) lease-adjusted
    FFO adjusted net leverage above 5.0x for more than two years.

-- A contraction of pre-dividend FCF margin to below 2% as a
    result of weaker profitability and/or a less tightly managed
    working capital.

-- A more aggressive shareholder-friendly stance leading to an
    erosion of FCF margin to below 1%.

LIQUIDITY

Liquidity was healthy as of December 31, 2015 with EUR805 million
of cash on balance sheet, of which Fitch considers EUR605 million
as readily available for debt service. It is further underpinned
by EUR982 million undrawn committed bank facilities. Rexel also
has access to various receivable securitization programs and a
EUR500 million commercial paper program.

Following the 2015 bond refinancing exercise Rexel has no major
debt repayment before 2020.



=============
I R E L A N D
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EUROCREDIT CDO V: Moody's Raises Rating on Class E Notes to Ba3
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on these notes
issued by Eurocredit CDO V PLC:

  EUR36 mil. Class C Notes, Upgraded to Aaa (sf); previously on
   Sept. 15, 2015, Upgraded to Aa1 (sf)

  EUR27 mil. Class D Notes, Upgraded to A3 (sf); previously on
   Sept. 15, 2015. Upgraded to Baa3 (sf)

  EUR24 mil. (Current balance outstanding: EUR14.8 mil.) Class E
   Notes, Upgraded to Ba3 (sf); previously on Sept. 15, 2015,
   Upgraded to B1 (sf)

  EUR6 mil. (Current rated balance: EUR2.9 mil.) Class V Combo
   Notes, Upgraded to Aaa (sf); previously on Sept. 15, 2015,
   Upgraded to Aa1 (sf)

Moody's also affirmed the rating on these notes issued by
Eurocredit CDO V PLC:

  EUR42 mil. (Current balance outstanding: EUR32.9 mil.) Class B
   Notes, Affirmed Aaa (sf); previously on Sept. 15, 2015,
   Affirmed Aaa (sf)

Eurocredit CDO V PLC, issued in September 2006, is a
collateralized loan obligation backed by a portfolio of mostly
high yield European loans.  It is predominantly composed of
senior secured loans.  The portfolio is managed by Intermediate
Capital Managers Limited.  The transaction's reinvestment period
ended in September 2012.

                         RATINGS RATIONALE

The rating actions on the notes are primarily a result of the
expected improvement in their over-collateralization (OC) ratios
following the next payment date in March 2016 and improvement in
the credit quality of the underlying collateral pool since the
last rating action.  According to the latest trustee report dated
February 2016 the principal proceeds balance is EUR20 million
which will be used at the next payment date in March 2016 to pay
Class B notes.  As a result of this deleveraging, the OC ratios
will increase.  According to the February 2016 trustee report the
OC ratios of Classes B, C, D and E are 366.15%, 174.81%, 125.59%
and 108.78%, respectively.  Following the next payment date in
March 2016 the OC ratios of Classes B, C, D and E are expected to
increase in excess of 700%, 200%, 130% and 109%, respectively.

The credit quality has improved as reflected in the improvement
in the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF) and a decrease in the
proportion of securities from issuers with ratings of Caa1 or
lower.  As of the trustee's February 2016 report, the WARF was
2,997, compared with 3,153 in August 2015.  Securities with
ratings of Caa1 or lower currently make up 8.61% of the
underlying portfolio, versus 10.67% in August 2015.

The rating of the combination Notes addresses the repayment of
the rated balance on or before the legal final maturity.  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 of EUR91.7 million and GBP1.9 million, principal
proceeds balance of EUR20 million, EUR19.7 million and GBP0.93
million of defaulted assets, a weighted average default
probability of 22.73% (consistent with a WARF of 3,164 with a
weighted average life of 4.43 years), a weighted average recovery
rate upon default of 51.38% for a Aaa liability target rating, a
diversity score of 13 and a weighted average spread of 3.65%.

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.  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 of
the portfolio.  Moody's ran a model in which it lowered the
weighted average recovery rate of the portfolio by 5%; the model
generated outputs that were within two notches of the base-case
results.

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 due to embedded ambiguities.

Additional uncertainty about performance is due to:

  1) 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 by 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.

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

  3) Around 28.42% of the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates.  As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions", published
     in October 2009 and available at:

    http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461

  4) Foreign currency exposure: The deal has an exposure to non-
     EUR denominated assets.  Volatility in foreign exchange
     rates will have a direct impact on interest and principal
     proceeds available to the transaction, which can affect the
     expected loss of rated tranches.

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.



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


BANCO POPOLARE: Fitch Affirms 'BB+' Rating on Mortgage Bonds
------------------------------------------------------------
Fitch Ratings has affirmed Banco Popolare's (BP, BB/Stable/B)
mortgage covered bonds (Obbligazioni Bancarie Garantite, OBG),
which are guaranteed by BP Covered Bonds S.r.l., at 'BB+' with a
Stable Outlook. Fitch has simultaneously withdrawn the covered
bonds' rating.

KEY RATING DRIVERS

Fitch rated BP's OBG at their 'BB+' rating floor, derived from
the bank's Issuer Default Rating (IDR) as adjusted by the IDR
uplift, for counterparty reasons. The 80.7% asset percentage (AP)
that the issuer undertakes in its quarterly test performance
report theoretically allowed the OBG rating to exceed the 'BB+'
rating floor. However, in Fitch's view, provisions that apply to
BP as Italian account bank, combined with the magnitude of the
exposure towards this counterparty, which represents almost 15%
of the cover pool (as of end-November 2015), prevented a recovery
uplift above the 'BB+' covered bonds rating floor.

The 'BB+' rating was based on BP's Long-term IDR of 'BB', an
unchanged IDR uplift of 1 notch, an unchanged Discontinuity Cap
of 2 notches (high risk) and the 80.7% AP that Fitch takes into
account in its analysis. The Stable Outlook on the covered bonds'
rating reflected that on BP's IDR.

Fitch has chosen to withdraw the rating on BP's OBG program for
commercial reasons. Fitch will no longer provide rating or
analytical coverage of this mortgage covered bonds program.


GE CAPITAL: Moody's Raises Long-Term Deposit Ratings to B2
----------------------------------------------------------
Moody's Investors Service has upgraded GE Capital Interbanca
S.p.A.'s long-term deposit ratings to B2 from B3, and assigned to
them a stable outlook.  At the same time, Moody's downgraded
Interbanca's adjusted baseline credit assessment (BCA) to caa1
from b3.  All other ratings and the bank's counterparty risk
assessment have been affirmed.

This action concludes the review initiated on October 29, 2015,
and extended on Jan. 25, 2016.

                        RATINGS RATIONALE

AFFIRMATION OF THE STANDALONE BCA REFLECTS HIGH ASSET RISK, WEAK
PROFITABILITY, AND DEPENDENCE FROM PARENT FUNDING

Moody's said that the affirmation of Interbanca's BCA was driven
by the rating agency's unchanged view on the intrinsic weaknesses
of the bank; in particular, the poor quality of the loan book
resulting from weak underwriting standards prior to the
acquisition by General Electric Capital Corporation (GECC, A1
stable), low pre-provision profitability, and full dependence on
parent funding.

The majority of Interbanca's loan portfolio was originated before
2009 under previous shareholders, according to weak underwriting
standards; additionally, this legacy portfolio is characterized
by high borrower concentration and long maturities.  Moody's
expects that it will still require several years before there is
a material reduction of Interbanca's stock of problem loans
(30.6% of gross loans as of June 2015), absent any extraordinary
measures.

Since 2009, Interbanca has made cumulative net losses of almost
EUR600 million, owing to a combination of negative pre-provision
results (despite the low rates at which GECC had funded
Interbanca), and high loan loss charges.  Going forward, Moody's
said it will remain challenging for Interbanca to generate a good
and sustainable level of profitability.  This reflects the fact
that a very large portion of the bank's loan book will remain
non-performing, and thus non-interest generating, as well as high
funding costs following the re-negotiation of the bank's credit
lines from GECC, as shown by the higher interest expenses
following the re-negotiation.

Intra-group funding now accounts for around 90% of the bank's
total funding.  Moody's said that it is unlikely that Interbanca
will be able to issue new unsecured or secured instruments in the
market any time soon, absent a guarantee from GECC.

   APPROACHING SALE BY GECC DRIVES DOWNGRADE OF THE ADJUSTED BCA

In April 2015, General Electric Company (GE, A1 stable) announced
that it would dispose of most of the assets of its financial
services arm, GECC, in the following three years; Interbanca is
part of the anticipated disposals.  After GE's announcement, in
April 2015 Moody's lowered its assessment of the probability of
support from GECC to moderate from very high; the revised
assumptions led to an uplift from affiliate support of one notch,
from three previously.

Moody's has today further lowered its assumptions of support from
GE to low, from moderate; the rating agency said that, as the
negotiations progress, and the deadline for selling Interbanca
approaches, the likelihood that GE will provide further support
has diminished.  The new adjusted BCA of caa1, which is now in
line with the bank's standalone BCA, reflects the rating agency's
lowered assumptions of support from GE.

FULL DEPOSITOR PREFERENCE AND LARGE VOLUME OF DEPOSITS FROM GECC
LEAD TO VERY LOW LOSS-GIVEN FAILURE IN RESOLUTION

Moody's said that action also incorporates the final approval by
the Italian government of two decrees that transpose the European
Bank Recovery and Resolution Directive into the Italian legal
framework.

The Italian government modified the priority of claims laid out
in the Italian insolvency law by giving preference to all bank
deposits -- including "junior" corporate and institutional
deposits -- over senior unsecured creditors.  The new hierarchy
of claims will be in place from Jan. 1, 2019, in insolvency and,
by extension, in resolution.  Moody's is reflecting the effect of
the new legislation in advance of the adoption of the new
hierarchy in 2019.  This is because it believes that the
authorities' clear intention to provide more protection to
depositors than to senior creditors could have a bearing on
decisions taken around resolution in the meantime.

Moody's believes that, given the anticipated hierarchy of claims,
Interbanca's deposits are likely to face very low loss-given-
failure in resolution; this mostly derives from the volume of
junior deposits, which almost entirely come from GECC.  The
residual equity that the rating agency expects in resolution, as
well as a small amount of senior unsecured debt, provide a
further buffer.  This results in an uplift of two notches from
the bank's adjusted BCA.

STABLE OUTLOOK INDICATES THAT UNCERTAINTIES ARE ALREADY EMBEDDED
IN THE RATINGS

Moody's said that there is considerable uncertainty as to the
future buyer of Interbanca, and the structure of the transaction.
Interbanca could be sold as a whole, or broken into parts sold
separately; following the transaction, it is unknown whether the
sizeable committed 10-year credit lines from GE will be
maintained, or if Interbanca will need to fund itself in the
market.

At the same time, the rating agency noted that these
uncertainties are already captured in the relatively low ratings,
and any downside from a sale to a leveraged sponsor, for example,
would be limited given the need to meet regulatory requirements.
For example, Moody's believes it is unlikely that a new buyer
will be allowed to reduce Interbanca's capital, everything else
being equal.

              WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's said that Interbanca's ratings could be upgraded
following a return to sustainable profitability and a sustained
improvement in asset risk.

An upgrade could also arise in the event of Interbanca is sold to
a relatively strong institution likely to provide ample support.

A sale to a weak institution, the depletion of capital, or an
unlikely unfavorable change in the funding commitments from GECC
could lead to a downgrade of Interbanca's ratings.

LIST OF AFFECTED RATINGS

Issuer: GE Capital Interbanca S.p.A
  Upgrades:
   Long-term Deposit Ratings, upgraded to B2 stable from B3
   ratings under review

Downgrades:
  Adjusted Baseline Credit Assessment, downgraded to caa1 from b3

Affirmations:
  Long-term Counterparty Risk Assessment, affirmed B1(cr)
  Short-term Counterparty Risk Assessment, affirmed NP(cr)
  Short-term Deposit Ratings, affirmed NP
  Baseline Credit Assessment, affirmed caa1

Outlook Actions:
  Outlook, changed to Stable from Rating Under Review

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in January 2016.


WASTE ITALIA: Fitch Cuts Long-Term Issuer Default Rating to 'CC'
----------------------------------------------------------------
Fitch Ratings has downgraded Waste Italia SpA's (WI) Long-term
Issuer Default Rating (IDR) to 'CC' from 'CCC' and its senior
secured notes' rating to 'C' from 'CCC'. The Recovery Rating of
the notes is 'RR5'.

The downgrade reflects stressed liquidity through 2016, a decline
in landfill capacity below rating guidelines, weaker operating
performance with assumed further delay in new capacity due to
permitting and funding constraints and recent management change.
Parent company Gruppo Waste Italia SpA (GWI) provided bridge
financing to help meet the coupon payment on the senior notes in
November 2015, but a merger with indebted Biancamano in 2017 may
affect shareholder support over the longer term.

KEY RATING DRIVERS

Stressed Liquidity

Based on Fitch's estimate of cash generation, Fitch expects that
the company may need to procure additional factoring facilities
beyond those available at end-February 2016 or obtain bridge
financing from GWI to meet the EUR10.5 million coupon payment on
the senior secured notes due on May 15, 2016. The company
received EUR1 million in bridge financing from GWI (ex Kinexia
SpA) to meet the EUR10.5 million coupon payment last November.
GWI, which held readily available cash of EUR5m at June 30, 2015,
indicated last year that it would provide the company with bridge
financing to cover its needs if necessary. However, there are no
written commitments to this effect.

The company also needs to make a mandatory cash repayment of EUR5
million to holders of the senior secured notes due at the latest
on May 29, 2016. As owner of 44% of GWI, Sostenya Group plc
purchased EUR5 million of the notes in October 2015. WI and its
advisors are currently negotiating with investors a potential
waiver of the mandatory cash repayment. However, the repurchased
bonds were not cancelled, the legal situation is unclear and we
do not assume that the repurchase would offset the repayment.
Liquidity is likely to remain stressed through 2016 with an
additional coupon payment of EUR10.5m and potential acquisition
of Lafumet for EUR3.5m, both due in November 2016.

WI appointed financial advisors Banca Leonardo in association
with Houlihan Lokey in February 2016 to conduct a strategic
review of the capital structure in view of the upcoming
obligations. The advisors have completed a review of the business
plan, but are still reviewing the capital structure.

Decline in Landfill Capacity

The useful life of remaining landfill capacity at end-2015 of
3.246 billion cu m has fallen to 3.4 years, slightly below
Fitch 's negative rating guideline of 3.5. Unless new capacity is
authorised, capacity would be exhausted before maturity of the
bond principal in November 2019. The most important extension
project, Chivasso3/Wastend, passed the initial stage of the
permitting process in November 2015, but permitted additional
capacity has been lowered by nearly 30% to 750,000cu m. In view
of stressed liquidity, Fitch believes that funding capex for
projects such as Chivasso3 remains challenging beyond ordinary
annual maintenance capex of EUR11 million.

Weaker Operating Performance

The Italian market for waste treatment is highly fragmented,
putting competitive pressure on small sized companies in a
context of weak GDP growth, and this broadly characterized WI's
experience of waste collection in 2015. Fitch expects WI to
report a fall in underlying 2015 EBITDA of around 19%. Based on
slower growth in collection volumes and softer pricing, including
landfill, than previously, we are lowering 2016-18 annual EBITDA
estimates by an average of 25% compared with the last rating
action in October 2015. This also reflects Fitch's view that,
given permitting and funding constraints, new capacity is delayed
by a year at Chivasso3 to 2018 and at Verde Imagna to 2019. This
is a more conservative assumption than management.

Management Change, Corporate Governance

CEO Enrico Friz resigned in January 2016, and was replaced by
Flavio Raimondo, the third CEO in a year. It remains to be seen
if further management change has an impact on this year's
results.

GWI plans to merge with Biancamano, which does not trigger the
change of control covenant in WI's senior secured notes, have
been postponed to end-2016. Post merger, GWI has plans for a
capital increase of EUR10 million-EUR30 million. However, given
that net debt at Biancamano is currently EUR114 million (versus
9M15 EBITDA of EUR5.9 million), Fitch believes that a more
heavily indebted parent company may be in a weaker position to
give WI financial support in future.

KEY ASSUMPTIONS

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

-- Additional landfill capacity is delayed at Chivasso 3 to 2018
    (from 2017) and at Verde Imagna to 2019 (from 2018)

-- Collection volumes grow at an annual average for 2016-19 of
    3% vs. 4.5% previously

-- Average prices of EUR108/t in 2016 and EUR112/t in 2017,
    slightly below previous estimates, on continued competitive
    pressures

-- Adjusted EBITDA margins of 30% in 2016, before declining as
    high-margin landfill capacity falls, until 2018 when
    Chivasso3 comes on-stream, restoring margins to 30%-34%

RATING SENSITIVITIES

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

-- Improved liquidity and recurring earnings leading to a more
    sustainable capital structure.

-- Sustained operational improvement, including timely landfill
    permitting as planned.

-- Expected FFO adjusted net leverage sustainably below 5.5x,
    FFO interest coverage above 2.0x

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

-- Further weakening of the liquidity position, expectation of
    failure to service debt, including through the formal
    announcement of a distressed debt exchange.

Rating guidelines may be subject to revision once the outcome of
the capital structure review is known.



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L U X E M B O U R G
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BOARDRIDERS SA: Moody's Assigns Caa1 Rating to EUR136MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating on Boardriders
SA's EUR136 million 9.5% Senior Notes due 2020.  At the same
time, Moody's upgraded Boardriders' Corporate Family Rating to
Caa1 from Caa2 and its Speculative Grade Liquidity Rating to SGL-
3 from SGL-4.  The Caa2 rating on the company's 8.875% Senior
Notes due 2017 was affirmed.  The ratings outlook is stable.

On Feb. 11, 2016, Quiksilver, Inc., the U.S.-based parent
company, and its U.S. subsidiaries exited Chapter 11 of the
United States Bankruptcy Code.  Quiksilver's European and Asia-
Pacific businesses and operations, including Boardriders, were
not part of the bankruptcy filing.  As a condition to exit,
Quiksilver launched an offer to exchange the Boardriders Existing
2017 Notes for the new 2020 Exchange Notes.  Approximately 91% of
holders of the Existing 2017 Notes accepted the exchange offer,
resulting in approximately EUR136 million of new Exchange Notes
outstanding and EUR18 million of Existing 2017 notes outstanding.

The upgrade of Boardriders' CFR and SGL ratings reflect the
improved leverage and liquidity position that resulted from the
bankruptcy process, which eliminated approximately $580 million
of debt from the capital structure, and the subsequent successful
exchange offer, which extended the maturity of approximately
EUR136 million of debt to 2020 from 2017.  Since the transaction
qualified as distressed exchange under Moody's definition of
default, the company's Probability of Default rating was appended
with the "/LD" indicator which will be removed after three
business days.

New ratings assigned:

   -- 9.5% Senior Notes due 2020 at Caa1 (LGD 3)

Ratings upgraded:

   -- Corporate Family Rating to Caa1 from Caa2
   -- Probability of Default Rating at Caa1-PD/LD from Caa2-PD
   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-4

Ratings affirmed:

   -- 8.875% Senior Notes due 2017 at Caa2 (LGD 4) from (LGD 3)

                         RATINGS RATIONALE

Boardriders' Caa1 Corporate Family Rating reflects the meaningful
amount of uncertainty that remains with regards to Quiksilver's
ability successfully execute its strategy to improve global
operations.  Despite the debt reduction achieved as part of the
bankruptcy process, the company still has a significant debt and
interest burden that, when combined with earnings challenges,
will limit its ability to generate free cash flow over the near
term. Interest coverage, as measured by EBITA/interest, will
likely remain below 1 time over the next year.

The rating is supported by the company's adequate liquidity
profile, which should be sufficient for the company to implement
its operational improvement plan over the near-to-intermediate
term.  Moody's expects that operating cash flow, balance sheet
cash and excess revolver/delayed-draw term loan availability will
adequately cover cash flow needs over the next 12-18 months,
including working capital, capital expenditures and the repayment
of approximately EUR18 million of remaining Existing Notes that
mature in December 2017.  However, liquidity could become
challenged over the longer term the company is not able to
successfully execute its strategies and weak earnings and cash
flow persist.

The Caa1 rating assigned to Boardriders' proposed Exchange Notes
reflects the structural seniority with respect to Quiksilver's
international businesses, offset in part by the junior claim to
the meaningful amount of secured debt in the U.S. in the form of
a $140 million Asset-Based Credit Facility ("ABL") and $50
million Delayed-Draw Term Loan.  The Exchange Notes are
guaranteed on an unsecured basis by certain of Quiksilver's
current and future non-U.S. subsidiaries, and on a junior secured
basis by Quiksilver and certain current and future U.S.
subsidiaries.  Given the sizable amount of sales and assets
outside the United States, the structural seniority of the
Boardriders notes is meaningful enough to offset the contractual
seniority of the US secured debt.

The Caa2 rating assigned to the Existing 2017 Notes reflects the
meaningful amount of debt that ranks senior to these notes in the
company's global capital structure.  In conjunction with the
exchange offer, registered holders consented to the elimination
of substantially all restrictive covenants and certain events of
default.  The notes are guaranteed on an unsecured basis by
Quiksilver and certain current and future U.S. and non-U.S.
subsidiaries.

The stable outlook reflects Moody's expectation that while credit
metrics remain weak, liquidity is adequate and should be
sufficient to support cash needs over the next 12 months as the
company executes its turnaround strategy.

Ratings could be downgraded if operating performance and
liquidity deteriorate, or if the company's probability of default
were to increase for any reason.

A higher rating would require the company to improve operating
performance such that free cash flow turns positive and
EBITA/Interest improves to over 1.0x.

Boardriders S.A. is a Luxembourg-based indirect subsidiary of
Quiksilver, Inc., which designs and distributes branded apparel,
footwear, accessories, and related products under brands
including Quiksilver, Roxy and DC.

The principal methodology used in these ratings was Global
Apparel Companies published in May 2013.


GSC EUROPEAN II: S&P Affirms CCC- Ratings on 2 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
GSC European CDO II S.A.'s class C1, C2, D1, D2, E1, and E2
notes.

The affirmations follow S&P's credit and cash flow analysis of
the transaction using data from the latest trustee report and the
application of its relevant criteria.

According to S&P's analysis, the rated liabilities have
significantly deleveraged since its previous review, which has
raised the available credit enhancement for all classes of notes.
The class A1, A2, and B notes have fully repaid, and the class C
notes have repaid by just less than EUR20 million of their
original outstanding principal balance.

However, the portfolio has become more concentrated in terms of
the number of loans/obligors in the underlying portfolio over the
same period.  There are currently 14 distinct obligors in the
current portfolio, down from 37 at S&P's previous review.
Furthermore, nearly 15% of the portfolio's current performing
balance consists of long-dated obligations.

S&P factored in the above observations and subjected the capital
structure to its cash flow analysis, based on the methodology and
assumptions outlined in S&P's updated corporate collateralized
debt obligation (CDO) criteria, to determine the break-even
default rate (BDR).  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on our stress assumptions,
that a tranche can withstand and still fully repay the
noteholders.  S&P used the reported portfolio balance that it
considered to be performing, the principal cash balance, the
current weighted-average spread, and the weighted-average
recovery rates that S&P considered to be appropriate.  S&P
applied various cash flow stress scenarios using various default
patterns, levels, and timings for each liability rating category,
in conjunction with different interest rate and currency stress
scenarios.

S&P also applied its supplemental tests, which address event and
model risk.  These tests assess whether a CDO tranche has
sufficient credit enhancement to withstand the default of a
certain number of the largest obligors at different liability
rating levels.

S&P's credit and cash flow analysis indicates that the class C1,
C2, D1, and D2 notes are able to achieve higher ratings than
those currently assigned.  However, the application of S&P's
largest obligor supplemental test constrains the ratings on these
notes at the currently assigned ratings.  As a result, S&P has
affirmed its 'A+ (sf)' ratings on the class C1 and C2 notes, and
its 'BB+ (sf)' ratings on the class D1 and D2 notes.

At the same time, S&P's credit and cash flow analysis indicates
that the available credit enhancement for the class E1 and E2
notes is commensurate with the currently assigned ratings.  S&P
has therefore also affirmed its 'CCC- (sf)' ratings on the class
E1 and E2 notes.

GSC European CDO II is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans granted to primarily
speculative-grade corporate firms.  Its only purposes are to
acquire the portfolio, issue the notes, and engage in certain
related activities.  The transaction closed in 2005 and is
currently in its amortization phase.  The collateral manager is
GSCP (NJ) L.P.

RATINGS LIST

Class        Rating

GSC European CDO II S.A.
EUR410 Million Floating- And Fixed-Rate Notes

C1           A+ (sf)
C2           A+ (sf)
D1           BB+ (sf)
D2           BB+ (sf)
E1           CCC- (sf)
E2           CCC- (sf)



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


ACTION HOLDING: S&P Affirms 'B+' CCR Then Withdraws All Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B+'
long-term corporate credit rating on Netherlands-based nonfood
discounter Action Holding B.V. following the repayment of the
company's EUR730 million term loan B.  S&P subsequently withdrew
all of its ratings on Action Holding, including S&P's 'B+'
corporate credit rating.

The outlook was stable at the time of the withdrawal.

S&P has assigned a 'B+' long-term corporate credit rating to Peer
Holding B.V., the parent of Action Holding and the new issuer.
S&P also assigned a recovery rating of '3' to the group's EUR75
million revolving credit facility, maturing 2020, and to its
EUR1,125 million term loan B due in 2021.  The outlook is stable.


CIMPRESS NV: Moody's Affirms Ba2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed Cimpress N.V.'s (Cimpress,
formerly Vistaprint N.V.) Ba2 corporate family rating, Ba2-PD
probability of default rating and SGL-1 speculative grade
liquidity rating (indicating very good liquidity).  As part of
the same action, Cimpress' Ba1 senior secured bank credit
facility rating was affirmed as was the Ba3 rating on the
company's senior unsecured notes.  The ratings outlook was
maintained at stable.

"Cimpress continues to perform well," said Bill Wolfe, a Moody's
senior vice president.  Mr. Wolfe noted that "While we continue
to see Cimpress as having negligible forward earnings visibility
and very opaque financial reporting, and we view the company's
acquisition strategy and last year's share buy-back as credit
negative, Cimpress' organic growth prospects, free cash
generation, relatively modest leverage and strong liquidity
provide off-setting considerations."

These summarizes Moody's ratings and the rating actions for
Cimpress:

Issuer: Cimpress N.V.
Affirmations:

  Corporate Family Rating: Affirmed at Ba2
  Probability of Default Rating: Affirmed at Ba2-PD
  Speculative Grade Liquidity Rating: Affirmed at SGL-1
  Senior Secured Credit Facility: Affirmed at Ba1 (LGD3)
  Senior Unsecured Notes: Affirmed at Ba3 (LGD5)

Outlook Actions:
  Outlook: Maintained at Stable

                         RATINGS RATIONALE

Cimpress's Ba2 corporate family rating is based primarily on the
company's solid growth prospects stemming from its unique on-line
order entry, design and manufacturing scheduling capabilities,
and the significant size of its micro business target market,
moderate debt-to-EBITDA leverage anticipated to be between
approximately 2.0x -- 2.5x, and solid free cash generation, with
about a third of EBITDA converted into FCF and, in turn, with FCF
representing about 15% of debt.  The rating is constrained by a
lack of forward visibility of activity levels, execution and
leverage risks stemming from acquisition activity which is
integral to Cimpress' strategy, risks that shareholder returns
will accelerate, and risks that demand for key print products
will decline.

Cimpress' liquidity is very good (SGL-1), based primarily on
Moody's expectation that the company will generate about $100
million of free cash flow.  Cimpress maintains a $690 million
revolving credit facility that, at nearly 40% of sales, is much
larger than is required to fund operations and has been sized to
support Cimpress' acquisition strategy.  Nonetheless, a cash
balance of $79 million and with sizeable availability of about
$565 million (31Dec15) and with the facility committed through
September 2019, its liquidity benefits are substantial.

                           Rating Outlook

The outlook is stable because leverage of Debt/EBITDA and
FCF/Debt are both expected to be relatively stable at about 2.5x
and 15%, respectively.

What Could Change the Rating - Up

  Expectations of Debt/EBITDA of less than 1.75x on a sustained
   basis (2.6x at 31Dec15)
  Together with solid operating fundamentals, a positive business
   environment, improved revenue diversification and,
  Free cash flow to debt above 10% (14.5% at 31Dec15)

What Could Change the Rating - Down

  Expectations of Debt/EBITDA to be sustained above 2.5x (2.6x at
   Dec. 31, 2015)
  Free cash flow to debt to be sustained at or below 5% (14.5% at
   Dec. 31, 2015)
  Margin contraction, stagnant organic revenue growth, or
   accelerating shareholder returns

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

                        Corporate Profile

Headquartered in the Netherlands and with executive offices in
Paris, France and Waltham, Massachusetts, Cimpress N.V.
(Cimpress, formerly Vistaprint) is a provider of customized
marketing products and services to small businesses and consumers
worldwide, with printed and other physical products accounting
for more than 95% of the company's $1.8 billion of total
revenues.


HELIOS TOWERS: Fitch Affirms 'B' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Nigerian telecom infrastructure group
HTN Towers' (HTN) Long-term Issuer Default Rating (IDR) at 'B'
with a Stable Outlook, following the planned acquisition by IHS
Holding Limited (IHS).

Fitch judges that the acquisition would lead to a stronger market
position in Nigeria for the enlarged entity. Fitch does not
expect the HTN ratings to be downgraded as a result of this
transaction. HTN's operating and financial performance results
for nine months ending September 2015 showed good progress in-
line with Fitch's forecasts. Fitch also does not expect HTN's
rating to be affected if Fitch's Nigerian sovereign rating (BB-
/Negative) is downgraded by one notch to 'B+', as long as HTN's
cash flow generation remains robust and liquidity remains intact.

KEY RATING DRIVERS

IHS to Buy HTN
IHS plans to buy the entire issued share capital of HTN from HTN
Towers Plc, which is ultimately owned by HTN's current
shareholders including Helios Investment Partners. IHS is a
private company, operating 22,600 towers in Cameroon, Cote
d'Ivoire, Nigeria, Rwanda and Zambia. It is significantly larger
than HTN, which operates 1,212 towers, all in Nigeria.

According to the companies, the net leverage position of the
combined entity is likely to be approximately 50% lower than
HTN's current leverage. This transaction strengthens IHS's
position as the leading tower company in Nigeria. IHS believes
combining its operations with HTN's in Nigeria would result in
meaningful synergies.

Impact on HTN Bondholders
IHS says it is committed to maintaining the existing relationship
and position with HTN's bondholders. According to the
documentation for HTN's $US250 million senior unsecured bond due
in 2019, following a change of control, bondholders have the
option to be repaid 101% of par value if at least one rating
agency withdraws or downgrades HTN's rating within 90 days of a
change of control. However, the right to a bondholder put ceases
once both rating agencies affirm or upgrade HTN's rating after a
change of control.

Fitch does not expect to downgrade HTN's ratings as a result of
the transaction. If HTN's bond remains in place, bondholders
should continue to benefit from an incurrence test preventing HTN
from taking on new debt that will lead to a gross debt/EBITDA of
more than 4.5x. The bond documentation also contains limitations
on restricted payments, including dividends. HTN's share of the
synergies realised from the merger should also benefit HTN's
bondholders.

Resilient to Sovereign Weakness
HTN has demonstrated resilience to fluctuations in the Nigerian
naira exchange rate and oil prices, supported by the long-term
nature of its contracts, partly denominated in $US , and firm
underlying demand for mobile network infrastructure. As long as
HTN's cash flow generation remains robust and liquidity is
intact, we do not expect HTN's rating to be affected by a
downgrade of the Nigerian sovereign rating by one notch to 'B+'.
The impact on HTN from a more severe downgrade of the sovereign
would be assessed if it happens.

Strong Operating Profile

HTN's 3Q15 results showed sound operating and financial
performance, in line with our expectations. Fitch expects HTN to
continue growing strongly, in line with the telecommunications
market in Nigeria, which is seeing rapidly increasing demand for
mobile and broadband. HTN benefits from a visible revenue stream
driven by long-term lease agreements, which comprise embedded
contractual escalators and, in some cases, cost pass-through
mechanisms.

Fitch estimates that around half of HTN's 2015 revenue was
denominated in $US, with the remainder in NGN. HTN is also
exposed to a FX mismatch as all its debt is in $US . However, HTN
has been renegotiating some of its main customer contracts to
increase the company's overall percentage of revenue in $US  to
around 90%.

High Leverage to Decrease

For HTN to maintain its 'B' rating, we forecast funds from
operations (FFO) adjusted net leverage to continue to decline to
5.0x or lower by end-2017, from 6.6x at end-2014. During the
course of 2015, HTN has made progress with net debt/EBITDA
decreasing from 6.6x at the end of 2014 to 5.9x at the end of
3Q15, as calculated by Fitch.

KEY ASSUMPTIONS (for HTN, pre-acquisition)

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

-- Renewal of key lease contracts with Airtel and MTN
-- Revenue growth of mid-single digit percentages over the
    medium-term, but lower in 2015 due to negative FX trends.
-- EBITDA margin of 52%-53% over the medium-term (45% in 2014)
-- Capex-to-sales ratio declining to 11% in 2017 (17% in 2014)
-- No dividends to shareholders

RATING SENSITIVITIES (for HTN, pre-acquisition)

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

-- FFO-adjusted net leverage below 4.0x on a sustained basis
-- FFO fixed charge cover greater than 2.5x (2014: 1.6x)
-- Sustained significant improvement in free cash flow (FCF)
    generation
-- Sustained strong market position as the Nigerian towers
    market develops

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

-- Failure to reduce FFO adjusted net leverage, on a sustained
    basis, to 5.0x by end-2017
-- Failure to improve FFO fixed charge cover to 2.0x, on a
    sustained basis, by end-2017
-- Weak FCF due to limited EBITDA growth, higher capex and
    shareholder distributions, or adverse changes to HTN's
    regulatory or competitive environment

LIQUIDITY
HTN has a reasonable liquidity position. It ended 3Q15 with cash
of $US8.9 million, and $US20 million of undrawn committed credit
facilities. The company's only existing debt is the $US 250
million bond maturing in July 2019.

FULL LIST OF RATING ACTIONS

HTN Towers

Long-term IDR: affirmed at 'B'; Outlook Stable
Senior unsecured rating: affirmed at 'B'/'RR4'
National Long-term rating: affirmed at 'A-(nga)'; Outlook Stable

Helios Towers Finance Netherlands B.V.

Senior unsecured notes guaranteed by Helios Towers Nigeria
Limited and Tower Infrastructure Company Limited: affirmed at
  'B'/'RR4'


PEER HOLDING: S&P Assigns 'B+' CCR, Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Peer Holding B.V., the parent of
Netherlands-based discounter Action Holding B.V.  The outlook is
stable.

At the same time, S&P assigned its 'B+' issue rating and '3'
recovery rating to the group's EUR75 million revolving credit
facility (RCF) maturing in 2020 and to its EUR1,125 million term
loan B due in 2021.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; lower half of the range)
recovery in the event of a payment default.

The ratings are in line with the preliminary ratings we assigned
on Jan. 25, 2016.

The ratings reflect S&P's view of Peer Holding's highly leveraged
financial risk profile and satisfactory business risk profile.

The transaction is the third major dividend recapitalization
since 3i Group PLC and investment entities managed by 3i Group
companies (collectively, 3i) acquired Action in 2011.  Following
a dividend recapitalization in 2013, and more recently in January
2015, the group has been able to rapidly reduce leverage on the
back of EBITDA growth and cash flow generation.  It achieved this
through a successful store expansion strategy, which has led to
strong sales and profit growth.  The group also repaid about
EUR50 million of the EUR780 million term loans issued in January
2015, resulting in a balance of EUR730 million.  In the latest
recapitalization transaction, the group issued EUR1,125 million
of new term loans.  The new loans, together with cash on the
balance sheet of about EUR115 million, will be used to refinance
the EUR730 million of existing bank loans, distribute dividends
of EUR500 million, and pay about EUR10 million in transaction
fees.

S&P views Action Holding's financial risk profile as highly
leveraged.  This mainly reflects the group's aggressive financial
policy with respect to shareholder returns under its ownership by
a financial sponsor.  Nevertheless, S&P recognizes that some of
its adjusted credit ratios are better than this assessment would
suggest.  Given its relatively short-dated operating lease
structure, S&P considers that the lease-adjusted ratios (in
particular, adjusted debt to EBITDA) are best complemented by
other ratios such as the unadjusted EBITDAR (EBITDA including
rent costs) to interest plus rent coverage ratio (EBITDAR
coverage, a ratio that measures an issuer's lease-related
obligations by capturing actual rents instead of minimum
contractual rents).

Following the transaction, and through profit growth over 2016,
S&P forecasts that Peer Holding's adjusted debt to EBITDA will
remain below 5x (4.3x in 2016) and decrease gradually.  At the
same time, due to its ongoing store expansion growth strategy and
higher interest costs, S&P anticipates that its EBITDAR coverage
ratio will remain at just over 2.2x, at a level which is just at
the borderline of its aggressive financial risk profile category.
That said, S&P still considers its overall financial risk profile
as highly leveraged, reflecting the group's aggressive financial
policy with respect to shareholder returns under its ownership by
a financial sponsor.  S&P's view of financial policy also factors
in certain execution risks based on management's ambitious
expansion strategy.

S&P's assessment of Action's business risk profile as
satisfactory (albeit at the lower end of the category) mainly
incorporates S&P's view of the group's above-average
profitability and its position as the leading discounter in The
Netherlands and Belgium. It also has a growing presence in
Germany and France.  Action has an ongoing roll-out strategy and
has actively extended its international presence to Belgium,
Germany, France, Luxembourg, and Austria.  The group currently
operates 655 stores, of which 314 are outside The Netherlands
(including 116 stores in Belgium, 76 in Germany, and 120 in
France).  Of the group's expected sales for 2015, 43% came from
outside The Netherlands, and recently international sales have
exceeded 50%.

Action's discount retail format, which includes a broad range of
mostly nonfood merchandise, has performed particularly well in
recent years.  This is partly because of weak economic
conditions. Given its low prices, S&P expects the group should be
able to grow sales from positive like-for-like store sales and
opening new stores, particularly outside the Benelux region.
That said, consumers from a wide demographic profile have also
embraced Action's low prices and product offerings.

Action has developed a track record of expanding reported sales
by more than 30% over the past three financial years, mostly on
back of aggressive store expansion.  Over this period, although
its Standard & Poor's-adjusted EBITDA margins have moderately
declined, they have remained above 14%.  S&P anticipates further
moderate decline in these adjusted EBITDA margins, by up to 30
basis points (bps) over the next two years, as the group
continues to invest in prices.

The business risk profile is constrained by tough price
competition in all of its key markets, which caps any meaningful
gross profit margin expansion.  S&P also considers that the
group's ability to push suppliers to offer low prices so that
Action may raise its gross margins is somewhat limited, because
its sourcing model is predominantly indirect.  That said, S&P
understands that Action is looking to actively increase its share
of direct sourcing.

S&P's base-case assumptions have not changed materially since it
assigned the preliminary rating on Action on Jan. 25, 2016.

S&P's base case assumes:

   -- Strong revenue growth for the next two years, owing to new
      store growth and low levels of positive like-for-like
      revenue growth from existing stores.

   -- Most revenue growth in 2016 will stem from rapid growth in
      new stores.

   -- Strong pipeline of new store growth; management's base case
      suggests an increase of about 60 stores a year in 2016 and
      2017.  Historically, however, the group has increased the
      number of stores significantly in excess of its base case.

   -- The addition of 60 new stores every year from 2016 could
      result in revenue growth of about 12% in 2016, normalizing
      to around 10% in 2017.

   -- Continued investment in prices should see the gross margin
      decline by 30 bps-40 bps per year to around 29.5% in 2016,
      after which it should stabilize at about 29%.

   -- Higher store operating costs, mainly as a result of the
      changing country mix.  In France and Germany, store costs
      are slightly higher, due to start-up costs and somewhat
      different cost structures, linked to lower current volume.
      This should be somewhat offset by decreased general
      expenses as increasing store portfolio leads to
      productivity gains and economies of scale.

   -- Working capital to be slightly positive to neutral,
      benefitting from higher inventory turnover.

   -- Capital expenditure (capex) to continue to grow and remain
      high at over EUR90 million for 2016.

Based on these assumptions, S&P arrives at these credit measures
for 2016 and 2017:

   -- Adjusted debt to EBITDA at 4.3x in 2016, reducing gradually
      to 4.1x in 2017.

   -- Adjusted funds from operations (FFO) to debt of about 15%-
      16%.

   -- EBITDAR coverage ratio to remain at just over 2.2x.

   -- Positive free operating cash flow (FOCF) on a reported
      basis of EUR60 million-EUR70 million.

The outlook is stable, and reflects S&P's view that Action will
continue to successfully implement its expansion strategy,
resulting in sales and profits growth.  Due to significant profit
increase, S&P forecasts that adjusted debt to EBITDA will remain
below 5x toward the end of 2016, accompanied by a moderate
reduction in debt leverage.  At the same time, due to its ongoing
store expansion strategy and higher interest costs, S&P
anticipates that Action's EBITDAR coverage ratio will remain at
just over 2.2x.

Although S&P anticipates that the group's credit metrics will
continue to improve as a result of the business' rapid growth, as
demonstrated by these recapitalization transactions, S&P
considers that the risk of releveraging from shareholder returns
will remain.  This constrains the group's financial risk profile
to highly leveraged.

S&P considers most downside rating scenarios to be accompanied by
further aggressive financial policy toward shareholder
remuneration, which could cause S&P to lower its financial policy
assessment.  S&P could also lower the rating if it saw excessive
capex spending on increasing the number of stores, without
corresponding sales and profit growth.

S&P could lower the rating if the group is unable to execute its
growth strategy or experiences operating setbacks, unexpected
loss of market share, or considerable revenue or profit decline
in its major markets.  This could lead to lower profitability,
which could cause S&P to lower the business risk profile to fair.

S&P could also lower the rating if, due to increased capex
spending or lower EBITDA, the EBITDAR coverage ratio weakens
materially below 2x.

Although S&P expects a moderate improvement in leverage, it do
not expect a positive rating action over the next year due to the
financial sponsor's track record of regular shareholder returns.
However, S&P may consider raising the ratings if the group
commits to a more conservative financial policy on shareholder
returns, such that adjusted leverage could remain well below 5x,
with the EBITDAR coverage ratio remaining comfortably in excess
of 2.2x, on a sustainable basis, and a low risk of releveraging.



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


AVTOVAZ: Nicolas Maure Named New Chief Executive
------------------------------------------------
Peter Campbell at The Financial Times reports that Renault and
Nissan have named Nicolas Maure as the new boss of AvtoVAZ,
Russia's largest carmaker.

According to the FT, the Frenchman -- who currently runs
Renault's operations in Romania -- will replace Bo Andersson, the
Swede who was ousted earlier this month.

AvtoVAZ is more than 50% owned by the Renault-Nissan Alliance,
with Russian state owned Rostec -- which is run by Russian
president Vladimir Putin's former KGB compatriot Sergei Chemezov
-- holding 25%, the FT discloses.

The change at the former Russian state-owned business comes as
the country faces a crippling recession caused by the collapse of
the oil price and international sanctions over its actions in
Ukraine, the FT notes.

As reported by the Troubled Company Reporter-Europe on March 11,
2016, The Financial Times related that shareholders withdrew
their support for Mr. Andersson as the company prepares for its
second bailout since 2009 amid pressure to limit the fallout of
its troubles for the local job market.

AvtoVAZ is the Russian automobile manufacturer formerly known as
VAZ: Volzhsky Avtomobilny Zavod, but better known to the world
under the trade name Lada.


GAZ CAPITAL: S&P Assigns 'BB+' Rating to Proposed LPNs
------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB+' long-term debt rating to a proposed issue of loan
participation notes (LPNs) by Gaz Capital S.A., a financial
vehicle of Russian state-controlled gas company Gazprom PJSC.

The LPNs are issued within the framework of Gazprom's $40 billion
European medium-term note program.  The rating on the notes
mirrors the long-term foreign currency corporate credit rating on
Gazprom because, under the terms of the program, noteholders have
direct access to the company and effectively face Gazprom's
credit risk only.


GAZPROM PJSC: Moody's Assigns Ba1 Rating to Proposed Sr. CHF LPN
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating with a loss
given default assessment of LGD4 (50%), to the proposed senior
unsecured CHF loan participation notes (LPN) to be issued by, but
with limited recourse to, Gaz Capital S.A. (Gaz Capital, Ba1 on
review for downgrade), a limited liability company incorporated
in Luxembourg.  Gaz Capital will in turn on lend the proceeds to
Gazprom, PJSC (Gazprom, Ba1 on review for downgrade) and
therefore the noteholders will rely solely on Gazprom's credit
quality to service and repay the debt.  The rating is on review
for downgrade.

"The assignment of a Ba1 rating to the notes is in line with
Gazprom's Ba1 corporate family rating (CFR), which is currently
on review for downgrade following deterioration in oil and gas
prices.  The Ba1 rating is also on par with the Russian
government foreign currency bond rating, which was placed on
review for downgrade on March 4, 2016," says Denis Perevezentsev,
Moody's vice-president and lead analyst for Gazprom.

Gazprom's rating was placed on review for downgrade in January
2016 together with 119 other energy companies in the Americas,
EMEA and Asia-Pacific regions.

LPNs will be issued under the existing $40 billion multicurrency
medium-term notes program ((P)Ba1, on review for downgrade) for
issuing loan participation notes.  The notes will be issued for
the sole purpose of financing a loan to Gazprom under the terms
of a supplemental loan agreement between Gaz Capital and Gazprom
supplemental to a facility agreement between the same parties
dated Dec. 7, 2005.  Gazprom will use the proceeds from the loan
for general corporate purposes.

                         RATINGS RATIONALE

The Ba1 rating today assigned to the notes is the same as the CFR
of Gazprom.  Moody's ranks the proposed notes pari passu with
other unsecured debt of Gazprom.

The rating is constrained by Gazprom's exposure to the credit
profile of Russia and is in line with Russia's sovereign rating
and country ceiling of Ba1.  The company remains exposed to the
Russian macroeconomic environment, despite its high volume of
exports, given that most of the company's production facilities
are located within Russia.  The rating also reflects the
potential weakening of credit metrics due to deterioration in
industry conditions and lower oil and gas prices.

More positively, Gazprom's Ba1 CFR reflects its strong business
profile as Russia's largest producer and monopoly exporter of
gas, owner and operator of the world's largest gas transportation
and storage system, and Europe's largest gas supplier.  Gazprom's
credit profile benefits from high levels of government support
resulting from economic, political and reputational importance of
the company to the Russian state.  The rating also recognizes
Gazprom's strong financial metrics and free cash flow generation,
underpinned by contracted foreign-currency-denominated revenues
and modest leverage.

Gazprom's rating is currently under review for downgrade.  The
review process will focus on cost structure and returns, as well
as management's strategy for coping with a prolonged industry
downturn.  The review will assess cash flow and credit metrics
under our latest oil price assumptions, liquidity profile, debt
maturity profile and financing needs, capital spending
requirements and relative rating positioning.  Moody's will also
consider the need for adjustments to its assumptions regarding
the Russian government's willingness and ability to provide
support to the company, in the event of need.

              WHAT WOULD CHANGE THE RATINGS UP/DOWN

Positive pressure on the rating is unlikely given that both
Russia's and Gazprom's ratings are currently under review for
downgrade.

The rating is likely to be downgraded if (1) there is a downgrade
of Russia's sovereign rating and/or a lowering of the country
ceiling for foreign-currency debt; (2) the company's liquidity
profile deteriorates, and/or; (3) the risk of negative government
intervention increases/materializes.

                      PRINCIPAL METHODOLOGIES

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

Headquartered in Moscow, Russia, Gazprom is one of the world's
largest integrated oil and gas companies.  It is focused on the
exploration, production and refining of gas and oil, as well as
the transportation and distribution of gas to domestic, former
Soviet Union and European markets.  Gazprom also owns and
operates the Unified Gas Supply System in Russia, and is the
leading exporter of gas to Western Europe.

Gazprom has proved total oil and gas reserves of approximately
122.7 billion barrels of oil equivalent, with proved gas reserves
of approximately 19 trillion cubic meters, which are equivalent
to more than one sixth of the world's total.  For the first nine
months of 2015, Gazprom reported sales of RUB4.2 trillion and
EBITDA of RUB1.4 trillion.



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


AYT CAJA MURCIA I: S&P Affirms B- Rating on Class C Notes
---------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on AyT Caja Murcia Hipotecario I, Fondo de Titulizacion
de Activos and AyT Caja Murcia Hipotecario II Fondo de
Titulizacion de Activos.

Specifically, S&P has:

   -- Raised to 'AA- (sf)' from 'A- (sf)' its rating on AyT Caja
      Murcia Hipotecario I's class A notes;

   -- Raised to 'A (sf)' from 'A- (sf)' its rating on AyT Caja
      Murcia Hipotecario II's class A notes;

   -- Affirmed its 'BBB (sf)' and 'B- (sf)' ratings on AyT Caja
      Murcia Hipotecario I's class B and C notes, respectively;
      and

   -- Affirmed its 'BB+ (sf)' and 'B- (sf)' ratings on AyT Caja
      Murcia Hipotecario II's class B and C notes, respectively.

The rating actions follow S&P's review of the transaction,
applying its current counterparty criteria, where S&P considered
the Dec. 22, 2015 replacement of Barclays Bank PLC (Madrid
Branch) by Banco Santander S.A. (A-/Stable/A-2) as the guaranteed
investment contract (GIC) provider for both transactions.

S&P has also applied its Spanish residential mortgage-backed
securities (RMBS) criteria as part of S&P's credit and cash flow
analysis.

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

These criteria designate the country risk sensitivity for RMBS as
moderate.  The transactions' notes can therefore be rated four
notches above the sovereign rating, if they have sufficient
credit enhancement to pass a minimum of a severe stress.
However, and as is the case for all of the affected transactions,
if all six of the conditions in paragraph 44 of S&P's RAS
criteria are met, it can assign ratings up to a maximum of six
notches (two additional notches of uplift) above the sovereign
rating, subject to credit enhancement being sufficient to pass an
extreme stress.

Until Dec. 22, 2015, each transaction's counterparty exposure to
Barclays Bank (Madrid Branch), as the GIC provider, constrained
our ratings on the class A notes.  Banco Santander replaced
Barclays Bank (Madrid Branch) as the GIC provider on Dec. 22,
2015.  The documented downgrade language states that if the long-
term issuer credit rating (ICR) on the counterparty is not
commensurate with the rating on the most senior class of notes in
the transaction, remedy actions will need to be taken.  In
accordance with S&P's current counterparty criteria, its ratings
on the class A notes in both transactions are therefore no longer
constrained by our long-term ICR on Barclays Bank (Madrid
Branch).

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned rating on each
class of notes in these transactions should be the lower of (i)
the rating as capped by S&P's RAS criteria and (ii) the rating
that the class of notes can attain under S&P's RMBS criteria.

                   AYT CAJA MURCIA HIPOTECARIO I

In S&P's view, the transaction's performance has remained stable
since its Nov. 28, 2014 review.  Severe delinquencies of more
than 90 days are at 0.39% of the current nondefaulted collateral
balance, down from 1.20% at S&P's previous review.

The available credit enhancement for the class A notes is
commensurate with a 'AA- (sf)' rating under the credit and cash
flow stresses that S&P applies under its RMBS criteria, which is
in line with the maximum rating the notes can achieve under S&P's
current counterparty criteria.  S&P's ratings in this transaction
are capped, under its current counterparty criteria, at one notch
above the long-term ICR on the swap counterparty, JP Morgan Chase
Bank N.A. (A+/Stable/A-1), as the downgrade language in place is
not in line with S&P's current counterparty criteria.  In
addition, the application of S&P's RAS criteria shows that it can
rate the class A notes up to four notches above the long-term
rating on the sovereign.  S&P has therefore raised to 'AA- (sf)'
from 'A- (sf)' its rating on the class A notes.

Under the credit and cash flow stresses that S&P applies under
its RMBS criteria, the available credit enhancement for the class
B and C notes is commensurate with 'BBB (sf)' and 'B- (sf)'
ratings, respectively.  S&P has therefore affirmed its 'BBB (sf)'
and 'B- (sf)' ratings on the class B and C notes, respectively.

                   AYT CAJA MURCIA HIPOTECARIO II

In S&P's view, the transaction's performance has remained stable
since its previous review.  Severe delinquencies of more than 90
days have increased to 0.67% of the current nondefaulted
collateral balance, compared with 0.25% at S&P's previous review.

"Our rating on the class A notes is delinked from our rating on
the swap counterparty, Cecabank S.A. (BBB/Stable/A-2).  Cecabank
had failed to take remedy actions when due and because of this,
if we were to give credit to the swap, the maximum achievable
rating in this transaction would be the long-tern ICR on
Cecabank.  The available credit enhancement without considering
the swap for the class A notes is commensurate with a 'A+ (sf)'
rating under the credit and cash flow stresses that we apply
under our RMBS criteria.  In addition, the application of our RAS
criteria shows that we can rate the class A notes up to two
notches above the long-term rating on the sovereign.  We have
therefore raised to 'A (sf)' from 'A- (sf)' our rating on the
class A notes," S&P said.

"Under the credit and cash flow stresses that we apply under our
RMBS criteria, the available credit enhancement for the class B
and C notes is commensurate with 'BB+ (sf)' and 'B- (sf)'
ratings, respectively.  We have therefore affirmed our 'BB+ (sf)'
and 'B- (sf)' ratings on the class B and C notes, respectively,"
S&P said.

AyT Caja Murcia Hipotecario I and AyT Caja Murcia Hipotecario II
are Spanish RMBS transactions, which closed in December 2005 and
November 2006, respectively.

RATINGS LIST

Class              Rating
            To                From

AyT Caja Murcia Hipotecario I, Fondo de Titulizacion de Activos
EUR350 Million Mortgage-Backed Floating-Rate Notes

Rating Raised

A           AA- (sf)          A- (sf)

Ratings Affirmed

B           BBB (sf)
C           B- (sf)

AyT Caja Murcia Hipotecario II Fondo de Titulizacion de Activos
EUR315 Million Mortgage-Backed Floating-Rate Notes

Rating Raised

A           A (sf)            A- (sf)

Ratings Affirmed

B           BB+ (sf)
C           B- (sf)


SANTANDER CONSUMER: DBRS Assigns BB Rating to Series D Notes
------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the notes
issued by FT Santander Consumer Spain Auto 2016-1 (the issuer) as
follows:

-- EUR650.2 million Series A Notes at AA (sf) (the Series A
    Notes)
-- EUR30.6 million Series B Notes at A (sf) (the Series B
    Notes)
-- EUR42.1 million Series C Notes at BBB (sf) (the Series C
    Notes)
-- EUR23.0 million Series D Notes at BB (low) (sf) (the Series D
    Notes)
-- EUR 19.1 million Series E Notes (the Series E Notes)
-- EUR 15.3 million Series F Notes (the Series F Notes,
    together, the Notes)

The Series E and Series F do not count within a DBRS Rating.

The Notes are backed by a portfolio of auto loan receivables
granted by Santander Consumer E.F.C., S.A. (the Seller or the
Servicer or SCF) to private individuals and commercial entities
to finance the purchase of new and used vehicles in Spain. Upon
closing, the transaction will use the proceeds of the Series A,
Series B, Series C, Series D and Series E notes to purchase the
EUR765 million loan portfolio. The Fund will also issue the
Series F notes to fund the EUR15.3 million reserve fund. The
portfolio will be serviced by SCF (also the Servicer). The Fund
is managed by Santander de Titulizacion, SGFT (the Management
Company).

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

-- Transaction capital structure and sufficiency of credit
    enhancement in the form of excess spread.

-- Relevant credit enhancement in the form of subordination and
    reserve funds available from the issue date.

-- Credit enhancement levels are sufficient to support the
    expected cumulative net loss assumption projected under
    various stress scenarios at a AA (sf) for Series A Notes,
    at A (sf) for Series B Notes, at BBB (sf) for Series C Notes
    and at BB (low) (sf) for Series D Notes.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repay investors according to the terms
    under which they have invested.

-- The transaction parties' capabilities with respect to
    originations, underwriting, servicing and financial strength.

-- The credit quality of the underlying collateral and the
    ability of the servicer to perform collection activities on
    the collateral. DBRS conducted an operational risk review of
    SCF and deems SCF be an acceptable servicer.

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



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


ARBUL ENTEGRE: Placed Under Administrative Receivership
-------------------------------------------------------
Reuters reports that the Bakirkoy Commercial court has appointed
administrative receivership to Arbul Entegre Tekstil Isletmeleri
related to the suspension of the company's bankruptcy case.

Arbul Entegre Tekstil Isletmeleri AS is a Turkey-based company
engaged in the textile sector. Its services are mainly the dyeing
and finishing of knitted fabrics.



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


UBS GROUP: S&P Assigns 'BB' Rating to Proposed Tier 1 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'BB' long-term issue rating to the proposed high-trigger
additional Tier 1 perpetual capital notes to be issued by UBS
Group AG.  The rating is subject to S&P's review of the notes'
final documentation.

In accordance with S&P's criteria for hybrid capital instruments,
the 'BB' issue rating reflects S&P's analysis of the proposed
instrument and its assessment of UBS Group's unsupported group
credit profile (GCP) at 'a-'.  The issue rating stands five
notches below the unsupported GCP due to these deductions:

   -- One notch because the notes are contractually subordinated;

   -- Two notches reflecting the notes' discretionary coupon
      payments and regulatory Tier 1 capital status;

   -- One notch because the notes contain a contractual write-
      down clause; and

   -- One notch because the notes are issued by a nonoperating
      holding company (NOHC), and S&P believes that under
      Switzerland's bank resolution framework and single point of
      entry approach, hybrids issued (or guaranteed) by an NOHC
      have a higher likelihood of regulatory intervention leading
      to nonpayment, principal write-down, or conversion to
      equity than instruments issued by the operating bank.

Although the instrument contains a going-concern write-down
trigger, S&P do not notch down further for this because it
expects that the bank will maintain a common equity Tier 1 (CET1)
ratio that is over 700 basis points above the 7% trigger.  At
Dec. 31, 2015, UBS Group reported a 19.0% CET1 ratio, calculated
on a Basel III phase-in basis.  S&P could lower the rating on
this instrument if it projects that the ratio will fall within
700 basis points of the trigger within its two-year rating
horizon.

Once the securities have been issued and confirmed as part of the
issuer's Tier 1 capital base, S&P expects to assign them
intermediate equity content.  This reflects S&P's understanding
that the notes are perpetual, regulatory Tier 1 capital
instruments that have no step-up.  The payment of coupons is
fully discretionary and the notes can additionally absorb losses
on a going-concern basis through the write-down feature.



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


DTEK ENERGY: In Talks with Bondholders, Banks Over Loan Servicing
-----------------------------------------------------------------
Kateryna Choursina at Bloomberg News reports that DTEK Energy is
in dialogue with Eurobond holders and banks on ways to keep
servicing its loans.

According to Bloomberg, DTEK seeks increase in tariffs for heat
and power generation.

DTEK is the largest privately-owned vertically-integrated energy
company in Ukraine.

                             *   *   *

As reported by the Troubled Company Reporter-Europe on March 14,
2016, Fitch Ratings downgraded Ukraine-based DTEK Energy B.V.'s
Long-term Issuer Default Rating (IDR) to 'RD' (Restricted
Default) from 'C', as Fitch understands from management that the
company is in the payment default under several bank loans due to
uncured expiry of the grace period on some bank debt.



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


BEALES: Horsham Store to Close in July Following CVA Deal
---------------------------------------------------------
West Sussex County Times reports that department store Beales in
Horsham is to close down in July.

The store, based in The Forum and a major retailer in the town,
confirmed on March 14 that it is to shut up shop this summer,
West Sussex County Times relates.

The news follows an announcement last week that the Beales chain
had entered into a "company voluntary arrangement" and was
seeking rent cuts from landlords for 14 of its 35 shops over a
10-month period to avoid closure, West Sussex County Times notes.

According to West Sussex County Times, the company said it had
been hampered by "legacy leases" in some areas.  However it said
last week that that its Horsham and Worthing stores would be
retaining their leases but paying rents monthly, rather than
quarterly, West Sussex County Times relays.


BHS GROUP: Hermes Opposes Company Voluntary Arrangement
-------------------------------------------------------
Ben Martin at The Telegraph reports that ailing retailer BHS has
been dealt a blow after the giant investment firm that helps to
run the BT pension scheme revealed it opposed the chain's plan to
slash rents in a bid to stave-off administration.

Hermes Investment Management, which is a landlord of two BHS
stores, has said it is not in favor of the department store
chain's Company Voluntary Arrangement (CVA), a form of insolvency
which stricken companies often use to slash costs, The Telegraph
relates.

According to The Telegraph, to avert a collapse, BHS wants
landlords of 40 stores to agree to cut rents by 75% and is
demanding reductions of 25% or 50% at a further 47 sites.

BHS, which has 164 UK shops, needs 75% of its creditors to back
its restructuring plan at a vote on March 23, The Telegraph
states.  Hermes owns a shopping centre in Tunbridge Wells and
co-owns a center in Milton Keynes, which both have BHS stores,
The Telegraph discloses.

Chris Taylor, of Hermes, as cited by The Telegraph said CVAs
"should be approached with caution".

"They have the potential to create unfair competition on the high
street by prejudicing some retailers at the expense of others and
compromising the position of landlords.

"Central to our occupier-led approach is a close and open
dialogue with all our tenants. We therefore want to reach a
solution that is fair for all our tenants and do not believe BHS'
CVA proposal will achieve that."

BHS is a department store chain.


COMPASS DEBT: Under Receivership, Ceases Operations
---------------------------------------------------
Derby Evening Telegraph reports that Compass Debt Counsellors, a
company belonging to the husband of Derby North Conservative MP
Amanda Solloway, has gone bust.

According to Derby Evening Telegraph, the company's website says
it is "no longer offering regulated debt management services".

Mrs. Solloway, as cited by Derby Evening Telegraph, said the
company belonging to her husband, Robert, had "sadly gone into
receivership".

Compass Debt Counsellors is based in Long Eaton.


CONSOLIDATED MINERALS: S&P Lowers CCR to 'CCC-', Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Jersey-incorporated manganese ore
miner Consolidated Minerals Ltd. (Jersey) (ConsMin) to 'CCC-'
from 'CCC'.  The outlook is negative.

At the same time, S&P lowered its issue rating on the $400
million senior secured notes due 2020 to 'CCC-' from 'CCC'.  The
recovery rating remains '4', indicating S&P's expectation of
recovery prospects in the lower half of the 30%-50% range.

The rating actions reflect ConsMin's announced intention to
discuss options with its noteholders, which S&P believes is
likely to result in some form of debt restructuring.  The company
continues to face weak trading conditions following the collapse
in the price of manganese ore over recent quarters, and the
depletion of its cash balances has accelerated.  Prices reached
about $1.85 per dry metric ton unit (/dmtu) in January, down from
about $2/dmtu in December.  ConsMin has said it had $41.2 million
net cash on hand at the end of February, which represents a cash
burn of about $35 million year-to-date.

Prices have shown signs of recovery in recent weeks, however,
with benchmark prices for high-grade manganese ore rising to
about $2.75-$2.80/dmtu for April shipments.  Australian mines are
on care and maintenance but existing stockpiles can be shipped at
more favorable prices than in January.  That said, S&P
anticipates that the company will continue to report negative
cash flows after capital expenditure (capex) and debt service,
under S&P's current manganese price expectations.

S&P's 2016 base-case scenario for ConsMin has not materially
changed since S&P's rating action on Jan. 27.  S&P continues to
assume:

   -- Negative EBITDA, although earnings are difficult to predict
      given volatile manganese ore prices.
   -- Minimal capex of about $10 million in 2016 and $20 million
      thereafter.

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

   -- Strongly negative free cash flow.
   -- EBITDA and funds from operations (FFO) interest coverage
      below 1x.

The negative outlook reflects that S&P will likely lower the
ratings to 'D' (default) or 'SD' (selective default) if the
pending discussions with noteholders results in a debt
restructuring that qualifies as an event of default as defined in
our criteria (i.e., investors receive less than the original
promise).  S&P expects this to occur over the coming six months.


EUROSAIL-UK: Fitch Places 'Csf' Note Ratings on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed Eurosail-UK 07-3 BL Plc, a UK non-
conforming RMBS transaction, on Rating Watch Positive (RWP). This
follows the restructuring of the transaction as announced on the
Irish Stock Exchange on February 26, 2016.

KEY RATING DRIVERS

Foreign Exchange Risk Eliminated

Exposures to euro and US dollar movements against sterling
following the bankruptcy of Lehman Brothers (LB), the
transactions' initial currency swap provider, have now been
eliminated. Sterling-denominated proceeds from the underlying
collateral were previously converted at the current foreign
exchange (FX) spot rates in order for payments to be made on the
euro and US dollar denominated notes. Following the sale of the
remaining claim against LB, the noteholders have agreed to
redenominate all euro and US dollar notes to sterling, with none
of the junior tranches being subject to a write-down. With this
key rating driver now removed from the transaction, Fitch
believes that the transaction's long-term prospects have
improved, leading to the tranches being placed on RWP.

RATING SENSITIVITIES

Fitch will assess the full effect of the restructure on the
transaction as well as the performance of the assets and the
available credit enhancement for each tranche. The analysis may
result in either upgrades or affirmations of tranches that are
placed on RWP. All ratings will be reviewed within the next six
months.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

Fitch has not checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction due to this rating action being the
result of an restructuring event. Fitch has not reviewed the
results of any third party assessment of the asset portfolio
information or conducted a review of origination files as part of
its ongoing monitoring.

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

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


SOURCES OF INFORMATION
The information below was used in the analysis.
- Legal documentation provided by the issuer as at 25 January
2016

MODELS
This rating action was the result of a restructuring event and
therefore no models were used for the purpose of this action.

Fitch has taken the following rating actions:

Eurosail-UK 07-3 BL Plc
Class A2a (ISIN XS0308648673): 'BBsf'; On RWP
Class A2b (ISIN XS0308650224): 'BBsf'; On RWP
Class A2c (ISIN XS0308659795): 'BBsf'; On RWP
Class A3a (ISIN XS0308666493): 'CCsf'; On RWP; Recovery Estimate
(RE) 65%
Class A3c (ISIN XS0308710143): 'CCsf'; On RWP; RE 65%
Class B1a (ISIN XS0308672384): 'Csf'; On RWP; RE 0%
Class B1c (ISIN XS0308716421): 'Csf'; On RWP; RE 0%
Class C1a (ISIN XS0308673192): 'Csf'; On RWP; RE 0%
Class C1c (ISIN XS0308718047): 'Csf'; On RWP; RE 0%
Class D1a (ISIN XS0308673945): 'Csf'; On RWP; RE 0%
Class E1c (ISIN XS0308725844): 'Csf'; On RWP; RE 0%


PARAGON OFFSHORE: Posts $23.3MM Net Loss in 2015 Fourth Qtr.
------------------------------------------------------------
Paragon Offshore plc on March 10 reported a fourth quarter 2015
net loss of $23.3 million, or a loss of $0.27 per diluted share,
as compared to fourth quarter 2014 net income of $2.8 million, or
$0.03 per diluted share.  Results for the fourth quarter 2015
included a $28.8 million, or $0.33 per share, non-cash asset
impairment charge related to fixed assets under construction and
capital spare parts, a net gain on sale of assets of $0.5
million, or $0.01 per share, and a $2.1 million, or $0.02 per
share, tax benefit as a result of the impairment.

Excluding the above charge, gain, and tax benefit, Paragon's
adjusted net income for the fourth quarter 2015 was $3.0 million,
or $0.03 per diluted share.  Results for the fourth quarter 2014
included a $130.5 million, or $1.47 per diluted share, non-cash
impairment charge related to four cold-stacked units each of
which the company decided to scrap.  Fourth quarter 2014 results
also included an $11.7 million, or $0.13 per diluted share, gain
related to the repurchase of an aggregate principal amount of
$35.2 million of the company's senior unsecured notes.  Excluding
the impairment, the tax impact of the loss on the impairment, and
the gain, Paragon's adjusted net income for the fourth quarter
2014 was $80.3 million, or $0.90 per diluted share.

For the twelve month period ending December 31, 2015, Paragon
reported a loss of $999.6 million, or $11.65 per diluted share,
on revenues of $1.5 billion compared to a net loss of $646.7
million, or a loss of $7.63 per diluted share, on revenues of
$2.0 billion for the twelve month period ending December 31,
2014.  Results for the full year 2015 included non-cash
impairment charges of $1.2 billion as well as gains totaling
$17.6 million related to the sale of assets and the repurchase of
the company's senior unsecured notes.  Excluding these items,
Paragon's adjusted net income for full year 2015 was $95.7
million, or $1.04 per diluted share.  This compares to net income
for full year 2014 of $351.8 million, or $4.07 per diluted share,
after adjusting 2014 results for non-cash impairment charges of
$1.1 billion primarily related to four cold-stacked units and
gains of $18.7 million related to the repurchase of the company's
senior unsecured notes.

For the fourth quarter 2015, adjusted EBITDA, defined as net
income (loss) before taxes, less interest expense, interest
income, depreciation, losses on impairments, sale of assets and
extinguishments of debt, was $95.9 million, compared to $140.3
million in the third quarter of 2015.  For the twelve month
period ending December 31, 2015, adjusted EBITDA was $561.3
million compared to $942.3 million for the full year 2014.

"Paragon responded to the deteriorating environment in the fourth
quarter by reducing costs and advancing our efforts to strengthen
the balance sheet," said Randall D. Stilley, President and Chief
Executive Officer.  "We lowered contract drilling costs in the
fourth quarter by 18 percent and general and administrative costs
by 20 percent, exclusive of restructuring costs, compared to the
previous quarter.  We also continued to reduce capital spending.
Our restructuring efforts were rewarded as we were able to reach
the recently announced agreements with debtholders to eliminate
more than $1.1 billion in debt while preserving the flexibility
to navigate this downturn."

Total revenues for the fourth quarter of 2015 were $299.6 million
compared to $369.0 million in the third quarter of 2015.  Paragon
reported utilization for its marketed rig fleet, which excludes
available days related to rigs that were stacked and not marketed
during the quarter, as 56 percent for the fourth quarter of 2015
compared to 69 percent for the third quarter of 2015.  Average
daily revenues decreased three percent in the fourth quarter of
2015 to $140,000 per rig compared to the previous quarter average
of $144,000 per rig.  Contract drilling services costs declined
18 percent in the fourth quarter to $156.8 million compared to
$190.5 million in the third quarter of 2015.

General and administrative ("G&A") costs for the fourth quarter
2015 totaled $17.6 million compared to $12.8 million for the
third quarter of 2015 and $24.1 million for the fourth quarter of
2014. Restructuring costs totaled $8.2 million in the fourth
quarter 2015 compared to $1.2 million in the third quarter 2015.
Excluding restructuring costs, G&A costs were $9.3 million and
$11.7 million for the fourth and third quarters of 2015,
respectively.  For the full year 2015, G&A costs totaled $50.1
million excluding $9.4 million in restructuring costs compared to
$62.1 million for full year 2014.

Net cash from operating activities was $97.0 million in the
fourth quarter of 2015 as compared to $79.7 million for the third
quarter of 2015.  Capital expenditures in the fourth quarter
totaled $46.2 million, and $202.9 million for the full year.  At
December 31, 2015, liquidity, defined as cash and cash
equivalents plus availability under the company's revolving
credit facility, totaled $775.8 million while the company's
leverage ratio, the ratio of the company's net debt to trailing
twelve months EBITDA as defined in the company's revolving credit
facility, was 3.78 at December 31, 2015.

Operating Highlights

Paragon's total contract backlog at December 31, 2015 was an
estimated $1.01 billion compared to $1.29 billion at September
30, 2015, including approximately $142.1 million of backlog for
the Paragon DPDS3 that Paragon's customer Petrobras has indicated
it may contest in connection with the length of prior shipyard
projects relating to the rig.  There were no new contracts or
contract extensions in the fourth quarter of 2015.

Utilization of Paragon's marketed floating rig fleet decreased to
61 percent in the fourth quarter compared to 100 percent
utilization achieved in the third quarter of 2015.  Average daily
revenues for Paragon's floating rig fleet declined by three
percent to $252,000 per rig in the fourth quarter of 2015 from
$260,000 per rig in the third quarter of 2015.

Utilization of Paragon's marketed jackup rig fleet decreased to
55 percent in the fourth quarter compared to the 64 percent in
the third quarter of 2015.  Average daily revenues for Paragon's
jackup fleet during the fourth quarter increased by four percent
to $121,000 per rig from $116,000 per rig during the third
quarter of 2015.

At the end of the fourth quarter of 2015, an estimated 36 percent
of the company's marketed rig operating days were committed for
2016, including 28 percent and 37 percent of the floating and
jackup rig days, respectively.  The calculations for committed
operating days exclude available days related to rigs that were
stacked and not marketed during the quarter.

Restructuring Update

As announced on February 15, 2016, Paragon commenced proceedings
to restructure its balance sheet under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11") in the United States
Bankruptcy Court in the District of Delaware.  The company has
entered into a Plan Support Agreement ("PSA") with an ad hoc
committee representing approximately 77 percent in the aggregate
of holders (the "Bondholders") of its senior unsecured notes and
a group comprising approximately 96 percent of the amounts
outstanding (the "Revolver Lenders") under Paragon's Senior
Secured Revolving Credit Agreement (the "Revolving Credit
Agreement").  Approval of the transaction by the Revolver Lenders
and the Bondholders will require that 2/3 in principal amount and
1/2 in number of those voting in each class to approve the
transaction.  Paragon also reached an agreement with Noble
Corporation ("Noble") whereby Noble will provide Mexican tax
bonding and assume certain tax liabilities.

Outlook

"It's already clear that 2016 will be a year of significantly
reduced activity across the industry," Mr. Stilley said.  "We are
re-examining our capital and operating expenditures every day as
we look to improve our financial performance. Our focus for the
year is to proceed as quickly as possible with our restructuring
efforts, ensure that we maintain adequate liquidity, capture any
contract opportunities that become available, and position
ourselves for growth when commodity prices eventually trigger
renewed customer interest in offshore drilling."

Paragon Provides Additional Information:  Prior Period Adjustment
and Going Concern Risk

For periods prior to Paragon's spin-off from Noble Corporation
plc ("Noble") on August 1, 2014 (the "Spin-Off"), results of
operations are based on Noble's standard-specification business
("Predecessor") and include contributions from three standard
specification rigs retained by Noble and three standard
specification rigs that were sold prior to the Spin-Off.

Paragon's consolidated financial statements have been prepared
assuming that Paragon will continue as a going concern and
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business.  The company's
ability to continue as a going concern is contingent upon the
Bankruptcy Court's approval of its reorganization plan.  This
represents a material uncertainty related to events and
conditions that may cause significant doubt on the company's
ability to continue as a going concern and, therefore, the
company may be unable to realize its assets and discharge its
liabilities in the normal course of business.  While operating as
debtors in possession under
Chapter 11, Paragon may sell or otherwise dispose of or liquidate
assets or settle liabilities, subject to the approval of the
Bankruptcy Court or as otherwise permitted in the ordinary course
of business (and subject to restrictions in our debt agreements),
for amounts other than those reflected in the company's
consolidated financial statements.

A copy of the Company's consolidated financial statements for the
fourth quarter of 2015 is available for free at:

                       http://is.gd/uJQ1hN

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the over-
the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-
10410) on Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total
debts of $2.96 billion as of Sept. 30, 2015.

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.


                            *********

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-
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Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
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Copyright 2016.  All rights reserved.  ISSN 1529-2754.

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