TCREUR_Public/160324.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, March 24, 2016, Vol. 17, No. 059


                            Headlines


F I N L A N D

NOKIA CORP: S&P Assigns 'BB+' Rating to EUR1.5BB Credit Facility


F R A N C E

ALCATEL-LUCENT USA: S&P Raises CCR to 'BB+', Outlook Positive
CASINO GUICHARD-PERRACHON: S&P Cuts CCR to 'BB+' on Earnings Drop


I R E L A N D

PETROCELTIC INT'L: Lenders Hit with Losses on Senior Loan Sale
TALISMAN-5 FINANCE: S&P Lowers Rating on Class C Notes to 'CC'
TAURUS 2016-1: Moody's Assigns 'B2' Rating to Class F Notes


M A L T A

ENEMALTA PLC: S&P Raises CCR to 'BB-', Outlook Stable


L U X E M B O U R G

INTELSAT SA: Sells Secured Notes, Debt Interest May Hit Profits
INTELSAT SA: S&P Assigns 'B-' Rating to Proposed Sr. Sec. Notes


N E T H E R L A N D S

CARLSON WAGONLIT: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
CONSTELLIUM NV: S&P Lowers CCR to 'B-', Outlook Negative
DUCHESS CLO VII: S&P Raises Rating on Class E Notes to 'B+'
JUBILEE CDO V: Moody's Affirms Ba2 Ratings on 2 Note Classes
PDM CLO I: S&P Raises Rating on Class E Notes to 'B+'

REPSOL INT'L: Moody's Confirms 'Ba1' Rating on Jr. Sub. Notes


N O R W A Y

BAYERNGAS NORGE: S&P Affirms 'B+' CCR, Outlook Stable
NORSKE SKOG: Bonds Due in June Surge on Exchange Offer


P O L A N D

PLAY HOLDINGS 2: S&P Raises CCR to 'B+', Outlook Stable


P O R T U G A L

CAIXA GERAL: S&P Affirms 'BB-/B' Counterparty Credit Ratings


R U S S I A

ROSNEFT OJSC: Deals with Indian Cos. to Have Mixed Credit Impact
RUSSIAN RAILWAYS: S&P Affirms 'BB+' CCR, Outlook Negative
TATNEFT PJSC: NKNK Minority Stake Acquisition Credit Neutral
TATFONDBANK PJSC: S&P Affirms 'B/B' Counterparty Credit Ratings


S E R B I A

NOVI SAD: Moody's Affirms B1 Rating & Changes Outlook to Pos.


S P A I N

ABENGOA SA: More Creditors Agree to Back Restructuring Plan
SANTANDER DRIVE 2015-2: Moody's Raises Rating on E Notes to Ba1
SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Cl. C Notes
SANTANDER HIPOTECARIO 8: DBRS Confirms Series C Notes Rating at C


U K R A I N E

UKRAINIAN RAILWAY: Fitch Assigns 'C' FC Issuer Default Rating
UKRINBANK PJSC: NBU Revokes License, Starts Liquidation Procedure


U N I T E D   K I N G D O M

POLESTAR: In Rescue Talks, Taps PwC to Carry Out Pre-Pack
UNLIMITED SPORTS: JD Sports to Take Over Perry Sport, Aktiesport


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NOKIA CORP: S&P Assigns 'BB+' Rating to EUR1.5BB Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue
rating to the EUR1.5 billion revolving credit facility (RCF)
maturing in 2018 and borrowed by Nokia Corp. (BB+/Positive/B)

At the same time, S&P affirmed its 'BB+' issue rating on Nokia's
senior unsecured notes.

The recovery rating on Nokia's RCF and senior unsecured notes is
'4', indicating S&P's expectation of average recovery in the
higher half of the 30%-50% range in the event of a payment
default.  Recovery prospects are primarily constrained by the
sizable amount of pension deficit and receivables factoring,
which S&P excludes from its estimate of Nokia's stressed
enterprise value.

In S&P's simulated default scenario, it contemplates a default
for Nokia as a result of a continued decline in revenues and
market share, the inability to reduce costs, and the continuous
use of large cash balances to invest in new technologies that do
not improve operating performance.  S&P assumes a drop in Nokia's
EBITDA to about EUR1.2 billion by the time of hypothetical
default in 2021.

S&P applies a valuation multiple of 5.0x, leading to a stressed
enterprise value of about EUR6 billion for Nokia, including
Alcatel-Lucent.  From this, S&P deducts EUR0.4 billion of
enforcement costs, leaving a net enterprise value of EUR5.6
billion.  After deducting our estimates of Nokia's priority
liabilities of approximately EUR1.5 billion and Alcatel-Lucent's
stressed enterprise value, residual value available to Nokia's
bondholders would amount to EUR1.4 billion.  Assuming EUR3
billion of unsecured debt outstanding at default (including
principal plus six months of prepetition interest), S&P expects
bondholders to benefit from average recovery prospects at the
higher half of the 30%-50% range.

RATINGS LIST

New Rating

Nokia Corp.
Senior Unsecured                       BB+
   Recovery Rating                      4H

Ratings Affirmed

Nokia Corp.
Senior Unsecured                       BB+
   Recovery Rating                      4H

                                        To                 From
Ratings Withdrawn

Nokia Corp.
EUR750 million convertible notes        NR                 BB+
   Recovery Rating                       NR                 3L

NR-Not rated



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ALCATEL-LUCENT USA: S&P Raises CCR to 'BB+', Outlook Positive
-------------------------------------------------------------
Standard& Poor's Ratings Services raised its long-term corporate
credit ratings on French-American telecom equipment supplier
Alcatel-Lucent and its subsidiary Alcatel-Lucent USA Inc. to
'BB+' from 'B+'.  The outlooks on Alcatel-Lucent and Alcatel-
Lucent USA are positive.

At the same time, S&P affirmed its 'B' short-term corporate
credit ratings on the two companies.  S&P also raised its issue
ratings on the debt issued by Alcatel-Lucent and Alcatel-Lucent
USA to 'BB+' from 'B+'.  S&P revised its recovery rating on this
debt to '3' from '4', indicating its expectation of meaningful
recovery in the higher half of the 50%-70% range in the event of
a payment default.

S&P has removed all the ratings on Alcatel-Lucent from
CreditWatch with positive implications, where S&P placed them on
April 17, 2015.

S&P also withdrew its rating on the EUR504 million revolving
credit facility at Alcatel-Lucent S.A. as it was cancelled in
February 2016.

S&P regards Alcatel-Lucent as a core subsidiary of Finland-based
technology company Nokia Corp. (BB+/Positive/B) following the
recent completion of their merger.  Nokia controls about 90% of
Alcatel-Lucent shares, so the ratings and outlook on Alcatel-
Lucent and Alcatel-Lucent USA mirror the long-term corporate
credit rating and outlook on the parent.

S&P's long-term rating on Alcatel-Lucent reflects S&P's view of
its core status to Nokia, based on its integral position in
Nokia's operations and strategy, contributing about one-half of
the recently combined entity's consolidated revenues.  Other
supporting factors include common treasury operations and a
significantly improved operating performance.

The positive outlook on Alcatel-Lucent mirrors that on Nokia.
S&P's long-term rating on Alcatel-Lucent will move in tandem with
the long-term rating on Nokia as long as S&P continues to
consider Alcatel-Lucent as a core subsidiary.


CASINO GUICHARD-PERRACHON: S&P Cuts CCR to 'BB+' on Earnings Drop
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its long-
term corporate credit rating on France-based international
retailer Casino Guichard-Perrachon & Cie S.A. (Casino or the
group) to 'BB+' from 'BBB-'.  The outlook is stable.  At the same
time, S&P lowered its short-term rating on Casino to 'B' from
'A-3'.  S&P removed the ratings from CreditWatch, where it placed
them with negative implications on Jan. 15, 2016.

S&P also lowered its issue level ratings on Casino's senior
unsecured notes to 'BB+' from 'BBB-'.  The recovery rating on
these notes is '4', indicating S&P's expectation of average (30%-
50%) recovery in the event of a payment default, in the higher
half of the range.

Additionally, S&P lowered the issue level rating on Casino's
hybrids by two notches to 'B+' from 'BB', reflecting the now
three-notch difference from the long-term now speculative-grade
corporate credit rating.

"The downgrade primarily reflects Casino's significantly weaker-
than-expected earnings in 2015 (with reported EBITDA and trading
profit down by 26% and 35%, respectively) and our expectation
that its profitability will remain under pressure during at least
2016, primarily due to the very weak macroeconomic conditions in
Brazil and expected continued competitive pressures in the French
food retail sector," said Standard & Poor's credit analyst Raam
Ratnam. The repositioning of the hypermarkets in France will
likely continue to be a challenge and constraint for the group's
financials.  Although S&P expects some recovery and improved
profitability in France, on the back of modest price
repositioning, in S&P's view this is unlikely to be strong enough
to offset the severe operating weakness in Brazil, which S&P
expects will continue to experience trading pressures throughout
2016.

S&P acknowledges the group's swift reaction to the operating
pressures by disposing of its stake in publicly listed subsidiary
Big C in Thailand and also pushing a sale process for its Vietnam
operations to reduce gross debt.  These disposals, particularly
that of Big C in Thailand, should help alleviate the effect of
the substantial fall in earnings.  That said, the disposals will
reduce the group's scale and diversification, and thereby
increase the reliance and exposure of the group even more to
Brazil and France.  As a result of S&P's expectations of
continuously challenging market conditions in France and Brazil,
S&P is lowering its assessment of the group's business risk
profile to "satisfactory" from the lower end of the "strong"
category.

At the same time, S&P expects the group's financial risk profile
to remain in the "significant" category, including a Standard &
Poor's-adjusted debt-to-EBITDA ratio of around 3x based on full
consolidation and at around 4x based on proportional
consolidation (both on a pro forma basis factoring in the
disposal of Big C in Thailand).  S&P also notes that its other
adjusted ratios, such as funds from operations (FFO)-to-debt,
EBITDA interest coverage, and discretionary cash flow (DCF)-to-
debt, continue to remain in the "significant" category.

The stable outlook reflects S&P's expectations that the group
will apply the vast majority of the proceeds from the Big C
disposal to pay down gross debt located in France during 2016,
partly recover its profitability in France, and stem the impact
of trading weakness in Brazil through active cost management to
avoid further deterioration in financials.

This should enable the group to start generating improved DCFs at
the Casino Guichard ? Perrachon level and maintain adjusted
ratios largely commensurate with the "significant" financial risk
profile, including debt-to-EBITDA ratio on a consolidated basis
of around 3x (and about 4x on a proportional basis).

                        Downside scenario

S&P could consider a negative rating action if management does
not reduce the gross debt from the disposal proceeds or if there
is a substantial increase in shareholder distribution.  This
could result in adjusted debt to EBITDA on a consolidated basis
staying at more than 4x (around 5x on a proportional basis),
without improvement in the DCF and interest coverage.

Downward rating pressure might also arise if Casino's competitive
position at its French operations weakened significantly, with
profitability becoming subpar versus peers for a prolonged
period. Such a scenario, which S&P do not at present envisage,
could prompt it to lower the comparative strength of the group's
business risk.

                         Upside scenario

In S&P's view, a positive rating action is unlikely at this
stage, owing to the substantial underperformance of the group's
Brazilian and French businesses, and the limited visibility on
the time and size of any recovery in both markets.

Still, S&P could raise the ratings if the group restored solid
revenue and earnings growth at its French operations while
stabilizing the performance of its Brazilian operations, and also
if it further reduced the adjusted debt-to-EBITDA ratio (based on
proportional consolidation of partly-owned subsidiaries)
comfortably below 3x on a sustainable basis.  In such a scenario,
in addition to the improvement in the adjusted debt-to-EBITDA
ratio, S&P would also expect improvement in the adjusted FFO-to-
debt, interest coverage-, and DCF-to-debt coverage ratios,
commensurate with an "intermediate" financial risk profile.

An upgrade to the investment-grade level would also require
Casino to achieve a marked deleveraging through meaningful
discretionary cash flow generation at the Casino Guichard ?
Perrachon level.



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PETROCELTIC INT'L: Lenders Hit with Losses on Senior Loan Sale
--------------------------------------------------------------
Donal Griffin at Irish Independent reports that HSBC and the
World Bank sold out of their Petroceltic International senior
loan stakes at 30 cent in the euro.

According to Irish Independent, the lenders, including HSBC,
which once touted its relationship with Petroceltic, sold the
loans to Worldview, the activist shareholder vying for control of
the listed oil company.

Europe's lenders face significant losses on loans made to the oil
and gas sector, Irish Independent discloses.

Petroceltic applied for examinership in Dublin this month, Irish
Independent relates.  Sources said Worldview, which has been
fighting for control of the business since 2014, purchased the
majority of its US$233 million of outstanding debts the next day
from HSBC and the International Finance Corp., a branch of the
World Bank, Irish Independent relays.

The people said Worldview, controlled by a Bulgarian ex-Deutsche
Bank proprietary trader named Angelo Moskov, paid about 30 cents
on the dollar for the loans, inflicting losses of about US$112
million on lead lender HSBC and IFC, Irish Independent notes.

Frederick Jones, a spokesman in Washington, said Petroceltic's
Examinership application, seeking creditor protection, made
prospects of repaying loans "even more uncertain" and selling out
to Worldview was in the IFC's best interests, Irish Independent
relates.

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


TALISMAN-5 FINANCE: S&P Lowers Rating on Class C Notes to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Talisman-5 Finance PLC's class A, B, and C notes.  At the same
time, S&P has affirmed its 'D (sf)' ratings on the class D and E
notes.

The rating actions follow S&P's review of the remaining four
loans in this transaction in light of the approaching legal final
maturity date in October 2016.

Talisman-5 Finance closed in December 2006, with notes totaling
EUR544.3 million.  The original seven loans were secured on
commercial properties in Germany, France, and Finland.  All four
of the remaining loans are in special servicing.

                   PENGUIN LOAN (39.4% OF THE POOL)

The loan is secured on six (out of nine initially) buildings,
consisting of office space located around the outer Parisian
suburbs.  The outstanding securitized balance is EUR47.3 million
and the B-note's balance is EUR10.8 million.

The loan is in default and in special servicing due to a maturity
payment default in October 2014.  The special servicer is in
discussions with the borrowers to extend the existing standstill
to allow time to dispose of the properties.

As of the February 2016 servicer report, the servicer reports
that the Evry property sold for EUR8.0 million, with proceeds to
be applied on the next interest payment date (IPD).  With regard
to the Suresnes property, the special servicer has agreed to sell
the asset for EUR15.5 million, subject to receipt of full
planning permission to convert the premises into residential.
The sale is due to complete in October 2016.  Regarding the four
Colombes properties, the borrower engaged an external valuer and
a formal offer from the mayor's office is expected shortly.

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

                  REINDEER LOAN (32.3% OF THE POOL)

The loan is secured on 18 primarily retail properties in Finland.
The outstanding securitized balance is EUR38.8 million and the B-
note's balance is EUR8.9 million.

On Feb. 29, 2016, the remaining 18 properties securing the loan
were sold for a gross purchase price of EUR22.0 million.  The
special servicer has received the funds.

After deducting applicable costs and expenses, the net disposal
proceeds will be applied to repay the loan.

S&P has assumed minimum principal losses of approximately EUR16.2
million in its 'B' rating stress scenario.

                   MONKEY LOAN (28.3% OF THE POOL)

The loan is secured on a business park and a four-star hotel.
The asset consists of six buildings in Unterhaching, 12
kilometers south of Munich.  The outstanding securitized balance
is EUR34.0 million.

The loan is in special servicing due to a payment default at loan
maturity in July 2013.  The loan is in standstill to provide time
to sell the property.  On March 15, 2016, a purchase agreement
was agreed for the sale of the property, but it is subject to
certain conditions including approval by the Monkey loan
borrower's shareholders by April 20, 2016.

The securitized loan-to-value ratio is 81.6%, based on a
September 2013 valuation.

S&P has assumed that the loan experiences losses in its 'B'
rating stress scenario.

                    FISH LOAN (2.8% OF THE POOL)

The single office property securing this loan was sold and the
sales proceeds (EUR3.8 million) were distributed to the
noteholders on the January 2016 IPD.

The remaining unpaid securitized balance is EUR3.4 million.

S&P did not assume any additional recoveries in its 'B' rating
stress scenario.

                         RATING RATIONALE

S&P's ratings in Talisman-5 Finance address the timely payment of
interest (payable quarterly in arrears) and the payment of
principal no later than the October 2016 legal final maturity
date.

With only seven months remaining until legal final maturity, the
risk of payment default has increased, in S&P's view.

In accordance with S&P's credit stability criteria and its
European commercial mortgage-backed securities (CMBS) criteria,
S&P has therefore lowered to 'B- (sf)' from 'BB (sf)' its rating
on the class A notes.  S&P expects the class A notes to receive
proceeds from the sale of the properties securing the Reindeer
loan and one property securing the Penguin loan.  Furthermore,
with the sale of the property securing the Monkey loan at an
advanced stage, S&P do not currently believe that the repayment
of the class A notes is dependent upon favorable business,
financial, and economic conditions, or that it faces at least a
one-in-two likelihood of default.  Therefore, in accordance with
S&P's criteria for assigning 'CCC' category ('CCC+', 'CCC', and
'CCC-') ratings, a rating in the 'CCC' category rating is not
appropriate at this time.

S&P has lowered to 'CCC-(sf)' from 'B-(sf)' its rating on the
class B notes, as S&P believes that these notes face at least a
one-in-two likelihood of default and are dependent upon favorable
business, financial, and economic conditions.  This is in
accordance with S&P's criteria for assigning 'CCC' category
ratings.

S&P has lowered to 'CC(sf)' from 'CCC-(sf)' its rating on the
class C notes, as S&P believes that it is a virtual certainty
that these notes will incur principal losses as the losses from
the Fish and Reindeer loans will affect this class.  This is in
accordance with S&P's criteria for assigning 'CCC' category
ratings.

In accordance with S&P's criteria, it has affirmed its 'D (sf)'
ratings on the class D and E notes because they have previously
experienced principal losses.

RATINGS LIST

Talisman-5 Finance PLC
EUR544.25 mil commercial mortgage-backed floating-rate notes

                                    Rating        Rating
Class            Identifier         To            From
A                XS0278333736       B- (sf)       BB (sf)
B                XS0278334460       CCC- (sf)     B- (sf)
C                XS0278334973       CC (sf)       CCC- (sf)
D                XS0278335277       D (sf)        D (sf)
E                XS0278335863       D (sf)        D (sf)


TAURUS 2016-1: Moody's Assigns 'B2' Rating to Class F Notes
-----------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings
to the debt issuance of TAURUS 2016-1 DEU DAC:

  EUR141.6 mil. A Notes, Definitive Rating Assigned Aaa (sf)
  EUR38.2 mil. B Notes, Definitive Rating Assigned Aa3 (sf)
  EUR25.5 mil. C Notes, Definitive Rating Assigned A3 (sf)
  EUR41.8 mil. D Notes, Definitive Rating Assigned Baa3 (sf)
  EUR52.6 mil. E Notes, Definitive Rating Assigned Ba3 (sf)
  EUR17.35 mil. F Notes, Definitive Rating Assigned B2 (sf)

Moody's has not assigned definitive ratings to the Class X Notes
of the issuer.

Taurus 2016-1 DEU DAC is a true sale transaction backed by a
single floating rate loan secured by 55 predominantly retail
properties located in Germany.  The loan was originated by Bank
of America Merrill Lynch International Limited (BAML) in
September 2015 to refinance existing debt.  BAML has retained
approximately 5% of the loan, but will have no voting rights
under the loan agreement and will not be consulted with regards
to any potential waivers or amendments.

                        RATINGS RATIONALE

The rating actions are based on (i) Moody's assessment of the
real estate quality and characteristics of the collateral, (ii)
the analysis of the loan terms and (iii) the legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default
probability of the securitized loan (both during the term and at
maturity) as well as Moody's value assessment of the collateral.
Moody's derives from these parameters a loss expectation for the
securitized loan.

The key strengths of the transaction include (i) the good
property diversification in terms of property size and geographic
distribution across Germany, (ii) strong loan covenants, with
favorable cash trap triggers and default covenants, and (iii)
experienced sponsorship and asset management from The Blackstone
Group LP and Multi Germany GmbH, respectively.

Challenges in the transaction include (i) the high leverage and
limited amortization, resulting in increased refinancing risk at
the loan's maturity date, (ii) the significant number of lease
expiries during the loan term, which may impact the loan term and
refinancing default risk, (iii) the pro-rata principal paydown
structure, which does not lead to credit enhancement increases in
case of potential adverse selection in property sales with an
increasingly concentrated property portfolio, (iv) several
potential tax liabilities, which have been partially covered by a
cash deposit and by sponsor fund guarantees to which Moody's has
given only very limited credit, and (v) the property and tenant
concentration with 82% of the portfolio being retail properties
and the three largest tenants accounting for 53% of the total
rental income.

Moody's initial loan to value ratios (LTV) are 82.5% based on the
securitized loan and 91.6% including the mezzanine loan.  Moody's
overall property grade is 3.0 signifying the average quality of
the collateral.  Moody's property grade is on a scale of 1 to 5,
with 1 being the best and 5 the worst.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was Moody's
Approach to Rating EMEA CMBS Transactions published in July 2015.

Moody's Parameter Sensitivity

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's-rated structured finance security may vary if certain
input parameters used in the initial rating process differed.
The analysis assumes that the deal has not aged and is not
intended to measure how the rating of the security might migrate
over time, but rather how the initial rating of the security
might have differed if key rating input parameters were varied.

Parameter Sensitivities for the typical EMEA Large Multi-
Borrower securitization are calculated by stressing key variable
inputs in Moody's primary rating model.  Moody's principal
portfolio model inputs are Moody's loan default probability
(Moody's DP) and Moody's modelling value (Moody's Model Value).
In the Parameter Sensitivity analysis, Moody's assumed the
following stressed scenarios: Moody's Model Value decreased by -
20% and -40% and Moody's DP increased by 50% and 100%.  The
parameter sensitivity outcome ranges from 0 to 6 notches for
Class A, 1 to 11 notches for Class B, 1 to 11 notches for Class
C, 1 to 9 notches on Class D, 1 to 7 notches on Class E, and 1 to
5 notches on Class F.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property values backing the
underlying loan, (ii) an increase in the default probability
driven by declining loan performance or increase in refinancing
risk, (iii) an increase in the risk to the Notes stemming from
transaction counterparty exposure (most notably the account bank,
the liquidity facility provider or the borrower hedging
counterparty).

Main factors or circumstances that could lead to an upgrade of
the ratings are generally (i) an increase in the property values
backing the underlying loan, or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.  Due to the limited availability of the
liquidity facility (only on the Class A, Class B and Class C
Notes), the upgrade potential for any other class of Notes will
be limited.

The rating for the Notes addresses the expected loss posed to
investors by the legal final maturity.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on, or before, the final legal
maturity date.  Moody's ratings address only the credit risks
associated with the transaction; other non-credit risks have not
been addressed but may have significant effect on yield to
investors.  Moody's ratings do not address the payments of
EURIBOR Excess Amounts, Exit Payment Amounts or Pro Rata Default
Interest Amounts as defined in the Offering Circular.



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ENEMALTA PLC: S&P Raises CCR to 'BB-', Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Maltese utility Enemalta PLC to 'BB-' from 'B+'.
The outlook is stable.

The upgrade reflects S&P's view that Enemalta's restructuring
efforts to become a power distributor instead of a producer are
progressing faster than S&P expected and that the group will post
positive cash flow after capital expenditures over 2016-2018.
S&P now assess the group's stand-alone credit profile (SACP) at
'b-', compared with 'ccc+' previously, to account for S&P's
expectation that the issuer's financial commitments are
sustainable in the long run.

S&P assess Enemalta's business risk profile as weak.  This
reflects mainly the low predictability of Enemalta's regulatory
environment, which, in S&P's view, results in a below-average-
competitive position relative to that of peers.

Enemalta's business repositioning as a power distributor is
progressing, as shown by the group's improved cost structure, and
will be complete by 2017, in S&P's view.  That said, S&P believes
that the group's profitability remains exposed to a regulatory
environment where the independence from potential political
intervention is untested.  Regulated power tariffs have been
reduced twice in Malta, as a means to support local economic
growth.  Tariffs were reduced before the restructuring started to
unfold its benefits on Enemalta's cost structure.  This measure
proved to be effective, raising the demand for power to 4% in
2015 up from what S&P retains as an indicative long-term average
(2%).  S&P consequently believes that the track record of cost
recovery ensured by the power tariffs needs to consolidate.  In
addition, S&P still factors in some volatility of profitability
over 2016-2017, which S&P considers unusual for a fully regulated
company and weighs on Enemalta's business risk profile.

S&P continues to assess Enemalta's financial risk profile as
highly leveraged, and S&P benchmarks its credit metrics against
the standard volatility table.  Over the rating horizon, S&P
expects that adjusted funds from operations (FFO) to debt will
remain below 12% and that adjusted debt to EBITDA will remain
above 5x.

S&P now incorporates three notches of uplift from the SACP in its
ratings on Enemalta for government support, although S&P
considers that the likelihood of timely and sufficient
extraordinary support from the government of Malta
(BBB+/Positive/A-2) if needed is now high, compared with very
high previously.  S&P bases its view on the group's:

   -- Important role as the operator of Malta's power
      distribution grid, which was connected to Europe in spring
     2014 through a cable linking the island to Sicily.

   -- Very strong link with the Maltese government.  The
      government's recent sale of a minority stake in the group
      doesn't affect S&P's assessment.  Although S&P observes
      that Malta continues to provide timely and full support to
      Enemalta if needed, S&P thinks the government aims to
      gradually reduce guarantees extended to Enemalta on most of
      its debt.  The debt includes both long-term bank loans and
      short-term bank overdrafts, and would reduce the
      government's exposure to contingent liabilities.

In S&P's base case, it assumes:

   -- Enemalta will cease to be a power producer by 2017.

   -- The island's power demand will be partly sourced from the
      interconnector with Sicily at prices linked to the Sicilian
      zonal price.

   -- The remainder will be acquired from a consortium owned gas
      fired unit (Delimara 4) to be commissioned in 2016 and from
      another gas fired unit (Delimara 3) owned by Enemalta's
      shareholder, Shanghai Electric Power.  S&P understands the
      latter will reconvert the existing plant to gas starting
      April 2016, with plans for a two-phase commissioning to be
      completed in 2016 and early 2017.

   -- Enemalta will keep some generation assets on stand-by to
      ensure security of supply and absorb potential mismatches
      from the interconnector.

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

   -- Positive FFO over 2016-2018.
   -- Positive cash flow after capital expenditures.
   -- No dividends.

The stable outlook reflects S&P's expectation that Enemalta's
EBITDA and FFO will be positive over our rating horizon and that
its investments will be entirely financed by cash flow.

S&P could upgrade Enemalta if S&P observed an improving trend in
its credit metrics.  An upgrade would be contingent on Enemalta's
capacity to achieve and sustain adjusted FFO to debt above 10%.
Unlike in the past, an upgrade of Malta would have no impact on
S&P's rating on Enemalta, all else being equal.

S&P could downgrade Enemalta if we observed any renewed tension
on its liquidity position, if for example set power Price tariffs
would not enable the group to recover its costs, which S&P views
as unlikely at this stage.



===================
L U X E M B O U R G
===================


INTELSAT SA: Sells Secured Notes, Debt Interest May Hit Profits
---------------------------------------------------------------
Carol Ko at Bloomberg News reports that Intelsat SA, one of the
world's largest satellite operators, may have bought itself time
to fix its debt problems.

The company sold US$1.25 billion of secured notes on March 21,
which will help give it more time while it tries to cut its total
annual interest payments, Bloomberg relates.

Intelsat now has enough money to pay off debt maturing in 2018,
Bloomberg discloses.  But Intelsat, which has endured two
leveraged buyouts, still has about US$15 billion of borrowings,
Bloomberg notes.  According to Bloomberg, its annual interest
payments are big enough that analysts forecast it will barely eke
out a profit this year.

                         About Intelsat

Luxembourg-based Intelsat is a provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment to media and network
companies, multinational corporations, Internet Service Providers
and governmental agencies.


                         *     *     *

As reported by the Troubled Company Reporter-Europe on March 3,
2016, Standard & Poor's Ratings Services said it lowered its
corporate credit rating on Luxembourg-based Intelsat S.A. to
'CCC' from 'B' and removed the ratings from CreditWatch, where
S&P had placed them with negative implications on Feb. 22, 2016.
S&P said the outlook is negative.

"The ratings downgrade reflects our view that the company could
consider a subpar debt exchange or redemption as part of its
balance sheet initiatives, which in light of Intelsat's steep
debt leverage we would view as a selective default rather than
opportunistic," said Standard & Poor's credit analyst Michael
Altberg.


INTELSAT SA: S&P Assigns 'B-' Rating to Proposed Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '1' recovery rating to Luxembourg-based fixed
satellite service provider Intelsat S.A.'s proposed senior
secured notes. The notes will be issued by Intelsat Jackson
Holdings S.A. and guaranteed by Intelsat (Luxembourg) S.A.  The
'1' recovery rating indicates S&P's expectation for very high
recovery (90%-100%) of principal in the event of a payment
default.

At the same time, S&P lowered its issue-level rating on Intelsat
Jackson's senior unsecured guaranteed notes to 'CCC' from 'CCC+'
and revised the recovery rating to '3' from '2'.  The '3'
recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; upper half of the range) of principal in the
event of a payment default.  The revised recovery rating reflects
the greater amount of secured debt outstanding from the current
transaction, which dilutes the recovery prospects for the
unsecured guaranteed debt.

The 'CC' issue-level rating and '6' recovery rating on Intelsat
Jackson and Intelsat Luxembourg's unsecured nonguaranteed notes
remain unchanged.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%) of principal in the
event of a payment default.

In S&P's view, the new debt issuance is Intelsat's first step in
addressing its intermediate-term debt maturities, including its
$450 million revolving credit facility maturing in 2017 and its
$475 million 6.75% senior notes at Intelsat Luxembourg due in
2018.  The proposed transaction follows the company's
announcement in February that it had been seeking an amendment to
permit second-lien pledges by Intelsat Luxembourg over Intelsat
Jackson's capital stock.  The amendment was intended to allow the
company to issue secured debt at Intelsat Luxembourg.

S&P's 'CCC' corporate credit rating and negative rating outlook
on Intelsat also remain unchanged.  S&P continues to believe the
company could consider a subpar debt exchange or redemption as
part of its balance sheet initiatives, given current debt trading
levels and S&P's expectation for minimal organic deleveraging
over the next several years.  S&P expects that the company's
adjusted leverage will increase to about 9.3x in 2016 from about
8.1x in 2015, and its free operating cash flow (FOCF) will be
negative through 2017 due to lower-than-expected revenue and
EBITDA performance.

RATINGS LIST

Intelsat S.A.
Corporate Credit Rating          CCC/Negative/--

New Ratings

Intelsat Jackson Holdings S.A.
Intelsat (Luxembourg) S.A.
Senior Secured                        B-
  Recovery Rating                      1

Rating Downgraded; Recovery Rating Revised
                                       To        From
Intelsat Jackson Holdings S.A.
Senior unsecured guaranteed notes     CCC       CCC+
   Recovery Rating                     3H        2L

Ratings Unchanged

Intelsat Jackson Holdings S.A.
Intelsat (Luxembourg) S.A.
Senior unsecured nonguaranteed notes      CC
  Recovery Rating                          6



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


CARLSON WAGONLIT: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on business travel management company Carlson Wagonlit
B.V. (CWT) and its parent Carlson Travel Holdings Inc. (CTH) to
negative from stable.  S&P affirmed its 'B+' long-term corporate
ratings on both entities.

At the same time, S&P affirmed its 'B+' issue rating on CWT's
senior secured notes.  The recovery rating on the notes remains
at '4', indicating S&P's expectation of recovery prospects in the
upper half of the 30%-50% range in the event of a payment
default.

S&P also affirmed its 'B-' issue rating on the $360 million
payment-in-kind (PIK) toggle notes issued by CTH.  The recovery
rating on these notes remains at '6', indicating S&P's
expectation of recovery prospects of 0%-10% in the event of a
payment default.

The rating actions reflect CWT's weakening credit metrics,
primarily due to the deteriorating operating environment for
CWT's clients in the energy industry.  This, combined with
adverse foreign exchange movements, led to lower topline
performance than S&P had anticipated.  S&P expects leverage to
remain elevated over the next couple of years, with debt to
EBITDA above 5x and funds from operations (FFO) to debt around
10%.  S&P has therefore revised its financial risk profile
assessment downward to highly leveraged from aggressive.

CWT has limited headroom under the current rating for any further
operating underperformance over the next 12 months.  S&P could
downgrade the company if credit metrics weaken further beyond its
base case in 2016, which could happen if revenue growth does not
improve and EBITDA margins don't expand.  In S&P's view, CWT is
sensitive to changes in the macroeconomic environment, any
weakening of which could impair growth in business traffic.

S&P views the travel industry as fragmented, cyclical, and
exposed to event risks.  CWT also faces ongoing competitive
pressures from online agencies, and pricing pressure from its
customers.  S&P continues to assess its business risk profile as
weak.

That said, CWT benefits from good geographic diversity.  It
operates in over 150 countries and territories and has good
positions in its key markets in North America and Europe.  CWT's
low operating leverage should enable it to reduce costs quickly
in a downturn, which partially mitigates the cyclical nature of
business travel, in S&P's view.

The rating incorporates a positive one-notch adjustment to
reflect S&P's opinion that CWT remains at the high end of the
weak business risk profile category thanks to its "sticky" client
relationships, which last 12 years on average.  The customer
retention rate is high and CWT's solid profitability is higher
than peers that are more focused on the leisure segment.

Under S&P's base case for the next 12 months, it assumes:

   -- Traffic growth of above 2%, resulting in revenue growth of
      at least 1% for 2016 and low-single-digit growth in 2017;
   -- Adjusted EBITDA margin to remain close to 16.0%-16.5% for
      2015 to 2017.
   -- Capital expenditures of $54 million in 2016.
   -- Restructuring costs of around $10 million per year.
   -- Cash interest payments on the PIK toggles notes.

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

   -- Adjusted debt to EBITDA of 5.2x-5.5x in 2016.
   -- FFO to debt of 9.5%-10.5% in 2016 and 2017;
   -- EBITDA interest coverage above 2.5x in 2016 and 2017.

The above credit metrics fully consolidate the $360 million
toggle notes that sit at Carlson Travel Holdings Inc. and the
notes' annual interest payments.

The negative outlook reflects a one-in-three chance that S&P
could lower the rating on CWT over the next 12 months if CWT's
operating performance deteriorates, resulting in weaker credit
metrics.  S&P's base case assumes low-single-digit topline growth
with EBITDA margins around 16% over the next 12 months.  This
results in debt to EBITDA of 5.2x-5.5x in 2016.

S&P could lower the ratings within the next 12 months if CWT's
EBITDA underperforms S&P's forecasts due to deteriorating
operating performance.  S&P could also lower the rating if CWT's
adjusted debt to EBITDA increased significantly and sustainably
above 5x.  A weaker adjusted debt to EBITDA ratio could also
materialize if interest were to accrue on the PIK toggle notes at
Carlson Travel Holdings rather than be paid in cash.  Finally,
S&P could consider a downgrade if CWT reported negative free
operating cash flow.

S&P could revise the outlook back to stable if the company
records like-for-like revenue and EBITDA growth over 2016 above
S&P's base case, debt to EBITDA remains about 5x, and EBITDA
interest coverage remains close to 3x.


CONSTELLIUM NV: S&P Lowers CCR to 'B-', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term corporate credit rating on The Netherlands-incorporated
aluminum producer Constellium N.V. to 'B-' from 'B'.  The outlook
is negative.

At the same time, S&P lowered its issue ratings on Constellium's
senior unsecured notes maturing in 2021, 2023, and 2024 to 'CCC+'
from 'B'.  The recovery rating was revised to '5' from '4',
indicating S&P's expectations of recovery in the lower half of
the 10%-30% range in a default scenario.

S&P also assigned a 'B+' issue rating to the proposed $400
million senior secured notes.  The recovery rating on these bonds
is '1', reflecting S&P's expectation of 90%-100% recovery in the
event of a default.

The downgrade stems from Constellium's weaker consolidated
earnings and credit metrics as a result of weaker-than-expected
performance at acquired U.S. can business Wise Metals.
Constellium's revised strategy with Wise Metals will not
materially improve its leverage, in S&P's view, because it
expects Wise Metals' capital structure will remain unsustainable.

S&P also anticipates that free cash flows will remain
significantly negative in the coming years, although planned
capital expenditure (capex) will reduce through funding expansion
of the North American body-in-white (flat aluminum products for
the auto industry) segment via a 51%:49% joint venture with UACJ.
S&P now expects the company will maintain Standard & Poor's-
adjusted debt to EBITDA at about 8x-9x over the medium term,
compared with the 6x S&P regards as commensurate with a 'B'
rating.  Liquidity remains adequate, however, with ample cash
headroom for the coming investment programs.

Fully owned subsidiary Wise Metals is expected to continue to
operate as a can sheet producer for the North American beverage
industry, and as a substrate provider to Constellium's joint
venture with UACJ.  Therefore, S&P expects investments in new
finishing lines for the body-in-white segment will be through the
joint venture, with Constellium funding 51% of the spending.  As
a result, these lines' capex requirements will reduce, but so
will their contributions to the group's and Wise Metal's EBITDA.
S&P also factors in that Constellium's free cash flows will
likely stay significantly negative in the coming years, despite
the lower foreseen investments.

Constellium's debt-to-EBITDA ratio will therefore remain very
high at about 8x-9x, largely due to Wise Metals' unsustainable
leverage.  S&P nevertheless takes into account that a material
portion of the upcoming spending relates to expansion projects on
which Constellium retains some control of the amount and timing.

The negative outlook reflects that negative free cash flow over
the coming years and execution risks in Constellium's large long-
dated investment programs could lead to higher leverage.  Larger-
than-expected capex or slower incremental cash flows from
investments could also affect liquidity, which is currently
adequate.  The negative outlook also reflects that Wise Metals'
debt strategy remains uncertain.

S&P could revise the outlook to stable if Constellium delivers
better-than-expected EBITDA and free cash flows, supported by
restructuring at Wise Metals and improved investment paybacks,
such that adjusted leverage improves toward 6x.

S&P would likely lower the ratings if credit metrics weaken
further, such that it considers the group's high debt to be
unsustainable over the long term.  This could arise from reduced
EBITDA due to cyclicality in Constellium's end markets, or from
weaker-than-expected performance at Wise Metals.  Financial
policy and liquidity support to Wise Metals are also key
considerations because a payment default or restructuring at Wise
Metals would currently affect the ratings on Constellium.
Deterioration of Constellium's currently comfortable liquidity
position could also lead to a downgrade.


DUCHESS CLO VII: S&P Raises Rating on Class E Notes to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Duchess VII CLO B.V.'s class A-1, B, C, D, E, and VFN notes.

The upgrades follow S&P's assessment of the transaction's
performance using data from the Feb. 22, 2016 trustee report.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class at
each rating level.  In S&P's analysis, it used the reported
portfolio balance that it considers to be performing, the current
weighted-average spread, and the weighted-average recovery rates
that S&P considered appropriate.  S&P incorporated various cash
flow stress scenarios using alternative default patterns, and
levels, in conjunction with different interest and currency
stress scenarios.

The transaction includes multicurrency revolving liabilities
intended to match the non-euro-denominated assets and
multicurrency revolving loans purchased by the issuer.  American-
style currency call options hedge any currency mismatches.  In
S&P's cash flow analysis, it considered scenarios where the
hedging counterparty does not perform and where the transaction
is therefore exposed to currency rate changes.

Since S&P's previous review, the class A-1 notes and the VFN have
significantly deleveraged, which has resulted in increased credit
enhancement levels for all classes of notes.  According to S&P's
analysis, the class A-1 and VFN notes, on aggregate, have
amortized by approximately a euro equivalent of EUR216.69
million, representing a more than 70% reduction in their
outstanding principal balance since S&P's previous review.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, the available credit enhancement for all of the rated
classes of notes is commensurate with higher ratings than those
previously assigned.  S&P has therefore raised its ratings on the
class A-1, B, C, D, E, and VFN notes.

Duchess VII CLO is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
December 2006 and is managed by Babson Capital Management (UK)
Ltd.

RATINGS LIST

Class             Rating
            To             From

Duchess VII CLO B.V.
EUR517.5 Million Secured Notes

Ratings Raised

A-1         AAA (sf)        AA (sf)
VFN         AAA (sf)        AA (sf)
B           AA+ (sf)        A+ (sf)
C           AA (sf)         BBB+ (sf)
D           BBB+ (sf)       B+ (sf)
E           B+ (sf)         CCC (sf)


JUBILEE CDO V: Moody's Affirms Ba2 Ratings on 2 Note Classes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on these notes
issued by Jubilee CDO V B.V.:

  EUR46.8 mil. Class C Senior Secured Deferrable Floating Rate
   Notes, Upgraded to A1 (sf); previously on Sept. 16, 2015,
   Upgraded to Baa1 (sf)

  EUR11.325 mil. Class W Combination Notes (currently EUR689k
   Rated Balance outstanding), Upgraded to A1 (sf); previously on
   Sept. 16, 2015, Upgraded to Baa1 (sf)

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

  EUR28.9 mil. (currently EUR 20.7 mil. outstanding) Class A-1B
   Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
   previously on Sept. 16, 2015, Affirmed Aaa (sf)

  EUR155.55 mil. (currently EUR 15.1 mil. outstanding) Class A-2
   Senior Secured Floating Rate Notes, Affirmed Aaa (sf);
   previously on Sept. 16, 2015, Affirmed Aaa (sf)

  EUR45.8 mil. Class B Senior Secured Floating Rate Notes,
   Affirmed Aaa (sf); previously on Sept. 16, 2015, Upgraded to
   Aaa (sf)

  EUR8.475 mil. Class D-1 Senior Secured Deferrable Floating Rate
   Notes, Affirmed Ba2 (sf); previously on Sept. 16, 2015,
   Upgraded to Ba2 (sf)

  EUR12.725 mil. Class D-2 Senior Secured Deferrable Fixed Rate
   Notes, Affirmed Ba2 (sf); previously on Sept. 16, 2015,
   Upgraded to Ba2 (sf)

  EUR11.725 mil. Class Y Combination Notes (currently EUR2.4 mil.
   Rated Balance outstanding), Affirmed Ba1 (sf); previously on
   Sept. 16, 2015, Upgraded to Ba1 (sf)

Jubilee CDO V B.V., issued in June 2005, is a collateralized loan
obligation backed by a portfolio of mostly European senior
secured loans.  The portfolio is managed by Alcentra Limited.
The transaction's reinvestment period ended in August 2011.

                         RATINGS RATIONALE

According to Moody's, the upgrade to the rating of the notes is a
result of a combination of the deleveraging of senior notes and
subsequent increases of the overcollateralization ratios and the
improvement in the credit quality of the underlying collateral
pool since the last rating action in September 2015.

Moody's notes that the class A notes partially redeemed by
approximately EUR8 million on the February 2016 payment date (or
by 18% of the class A balance outstanding as of the August 2015
payment date).

As per the February 2016 trustee report, the classes A/B, C and D
OC ratios are reported at 198.93%, 130.66% and 113.08%,
respectively, compared to August 2015 levels of 161.5%, 122.65%
and 110.6%.  However, the OC ratios reported per the February
2016 trustee report do not reflect the EUR8 million redemption of
the class A notes.  All other things equal, Moody's expects the
Class A/B, C and D OC ratios reported by the trustee to increase
by at least 9.7%, 1.9% and 0.7%, 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).  As of the trustee's
August 2015 report, the WARF was 3512, compared with 3450 in the
February 2016 report.

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 and principal proceeds balance of EUR177.7
million, defaulted par of EUR7.2 million, a weighted average
default probability of 26% (consistent with a WARF of 3889 with a
weighted average life of 3.8 years), a weighted average recovery
rate upon default of 47.6% for a Aaa liability target rating, a
diversity score of 16 and a weighted average spread of 3.63%.

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 lower weighted average recovery rate for the
portfolio.  Moody's ran a model in which it reduced the weighted
average recovery rate by 5%; the model generated outputs were
within one notch of the base-case results for classes C, D-1 and
D-2 and the same as the base-case model results for classes A-1B,
A-2 and B.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy.  CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to:

  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) Long-dated assets: The presence of assets that mature beyond
     the CLO's legal maturity date exposes the deal to
     liquidation risk on those assets.  Moody's assumes that, at
     transaction maturity, the liquidation value of such an asset
     will depend on the nature of the asset as well as the extent
     to which the asset's maturity lags that of the liabilities.
     Liquidation values higher than Moody's expectations would
     have a positive impact on the notes' ratings.

  4) Around 22% 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

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.


PDM CLO I: S&P Raises Rating on Class E Notes to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
PDM CLO I B.V.'s class A, B, C, D, and E notes.

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

Since S&P's Aug. 1, 2013 review, the class A notes have continued
to amortize.  Taking into account the notes' amortization and the
evolution of the total collateral amount, overcollateralization
has increased for all the rated classes of notes since S&P's
previous review.

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

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

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

None of the ratings were capped by the application of S&P's
largest obligor test or its largest industry test--two
supplemental stress tests that S&P outlines in its corporate CDO
criteria.

PDM CLO I is a cash flow collateralized loan obligation (CLO)
transaction managed by Permira Debt Managers Group Holdings Ltd.
A portfolio of loans to U.S. and European speculative-grade
corporates backs the transaction.  PDM CLO I closed in December
2007 and its reinvestment period ended in February 2015.

RATINGS LIST

PDM CLO I B.V.
EUR300 mil secured floating-rate and subordinated notes

                                   Rating         Rating
Class            Identifier        To             From
A                XS0327764006      AAA (sf)       AA+ (sf)
B                XS0327764691      AA+ (sf)       AA- (sf)
C                XS0327766043      A+ (sf)        BBB+ (sf)
D                XS0327766472      BBB+ (sf)      BB+ (sf)
E                XS0327767363      B+ (sf)        CCC+ (sf)


REPSOL INT'L: Moody's Confirms 'Ba1' Rating on Jr. Sub. Notes
-------------------------------------------------------------
Moody's Investors Service confirmed Repsol S.A.'s Baa2 Issuer
Rating and the Baa2/(P)Baa2 guaranteed long-term debt and Prime
P-2/(P)P-2 commercial paper ratings of Repsol International
Finance B.V.  The Ba1 ratings for Repsol International Finance
B.V.'s junior subordinated notes are also confirmed, along with
Repsol Oil & Gas Canada Inc.'s (formerly Talisman Energy Inc.,
renamed effective Jan. 1, 2016) Baa3/(P)Baa3 long-term debt
ratings. The rating outlook is negative.

The confirmations with a negative outlook reflect pressure on
Repsol's earnings and cash flow protection from sustained oil
price weakness as well as execution and integration risks related
to the company's strategic plan.  The action concludes the review
for downgrade announced by Moody's on Jan. 22, 2016.

"We expect Repsol to generate negative free cash flow and show
weaker cash flow protection metrics in 2016 and 2017 under our
lower oil price scenario.  Still, management has levers to pull
to maintain financial flexibility, and its cash flow profile will
continue to benefit from a strong refining and marketing
franchise in Spain," said Tom Coleman, a Senior Vice President at
Moody's.

LIST OF AFFECTED RATINGS

Confirmations:

Issuer: Repsol S.A.
  Issuer Rating, Confirmed at Baa2

Issuer: Repsol International Finance B.V.
  Backed Junior Subordinated Regular Bond/Debenture, Confirmed at
   Ba1
  Backed Senior Unsecured Regular Bond/Debenture, Confirmed at
   Baa2
  Backed Senior Unsecured Commercial Paper, Confirmed at P-2
  Backed Senior Unsecured Medium-Term Note Program, Confirmed at
   (P)P-2
  Backed Senior Unsecured Medium-Term Note Program, Confirmed at
   (P)Baa2
  Backed Senior Unsecured Shelf, Confirmed at (P)Baa2

Issuer: Repsol Oil & Gas Canada Inc.
  Multiple Seniority Shelf, Confirmed at (P)Baa3
  Senior Unsecured Regular Bond/Debenture, Confirmed at Baa3

Outlook Actions:

Issuer: Repsol S.A.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Repsol International Finance B.V.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Repsol Oil & Gas Canada Inc.
  Outlook, Changed To Negative From Rating Under Review

                        RATINGS RATIONALE

The ratings confirmations incorporate expected negative free cash
flow for Repsol in 2016 and 2017, which will pressure upstream
earnings under Moody's crude pricing scenario of Brent at
$33/barrel in 2016 and $38/barrel in 2017.  Low natural gas
prices will also have an impact, with about 25% of Repsol's
upstream production linked to depressed gas pricing in North
America.

Based on Moody's price outlook, we project Repsol's adjusted Net
Debt/EBITDA to be at a peak of about 3.6x in 2016 and trend down
in 2017 and 2018, while adjusted Retained Cash Flow/Net Debt
should trend up from the area of 20% in 2016 to mid-30% by 2018.

Implicit in this improvement is delivery on an accelerated cost
reduction and efficiency program in conjunction with reduced
capital spending program.  Repsol has announced an additional 20%
reduction in capital spending in 2016 to EUR 3.9 billion, with
investments to remain at a similar level in 2017, including lower
exploration as it focuses on the enlarged upstream portfolio.

The cost efficiency targets are mapped out and range across all
the business lines and corporate functions, with estimated pre-
tax savings of EUR 800 million in 2016 rising to a cumulative EUR
1.5 billion in 2018.  This includes a higher $400 million level
of targeted synergies from Repsol Oil & Gas Canada.  While part
of the upstream cost savings will come from sector deflation, a
large share is expected to come from internal actions.

Moody's notes that while Repsol Oil & Gas Canada has enlarged and
diversified the oil and gas operations, its production was higher
cost than Repsol's, including the North Sea and unconventional
North American operations.  Repsol's total unit production costs
including the Canadian subsidiary averaged about U$16/BOE in 2015
and the achievement of the company's targeted 13% reduction in
2016 will be key to helping upstream margins in a low price
environment.

Repsol continues to derive a major benefit from two other
differentiating sources: the large balance of downstream earnings
and cash flow within its total operating profile, and its 30%
equity stake in Gas Natural Fenosa Finance B.V. (GNF, Baa2
Stable).  Repsol holds a strong and leading position in refining
and marketing in Spain.  Its operations have been upgraded and
are generating free cash flow and benefiting from stronger
margins that supported record downstream earnings in 2015.
Despite volatile margins, we expect the downstream to remain a
differential advantage during a period of upstream weakness, even
as margins retreat from 2015 record levels.

The 30% equity holding in GNF is another differentiating factor,
as a readily liquid asset with a total market capitalization of
about EUR 17 billion providing a stable dividend stream.
Management has cited the optionality of its ownership stake and
the rating confirmation reflects this flexibility.

Repsol's planned asset sales will provide another source of
flexibility.  The company is targeting about EUR 3.1 billion of
asset sales in 2016-2017 and has already circled over EUR 1
billion in 2016, including the piped gas business and offshore
wind operations.  While Moody's do not factor large unrealized
sales or transactions into the rating, Moody's do think parts of
the company's portfolio of attractive non-oil price linked assets
could be sold without affecting its core operations.

Finally, the company reduced its final dividend for 2015 by 40%,
which along with the expectation of a scrip uptake continuing at
a rate of 60% or higher will also help conserve cash flow during
a stressed period for Repsol's upstream operations.

The continuing negative rating outlook for Repsol reflects
uncertainty over the timing and delivery on cost reductions,
asset sales and other possible transactions to enhance
flexibility.  For the time being, we do not see further hybrid
issuance as a likely outcome.  However, the company remains
interested in issuing hybrid securities when the market becomes
more receptive.

Moody's has confirmed Repsol Oil & Gas Canada's Baa3 rating with
a negative outlook.  Repsol has not guaranteed Repsol Oil & Gas
Canada's debt, which makes up about 10% of Repsol's total
consolidated debt.  The rating effectively reflects the
subsidiary's strategic importance and integration into Repsol's
core upstream portfolio as well as its financing as part of the
the group's global operations.  Moody's understands Repsol will
have continuing filing reporting obligations for Repsol Oil & Gas
Canada.  Moody's will continue to monitor the adequacy of Repsol
Oil & Gas Canada's financial reporting to maintain the debt
rating and note that Moody's could ultimately withdraw the
ratings if it determines the information is insufficient.

What could change the rating -- UP

While there is little potential upside near-term, sustainable
RCF/Net Debt in the 40% area, success in improving the upstream
cost profile and profitability, and delivery on asset sales and
other strategies to enhance flexibility could lead to a ratings
upgrade.

What could change the rating -- DOWN

Low oil and gas prices and weaker cash flows with RCF/Net Debt
failing to recover from expected trough levels in 2016 could lead
to a downgrade of the rating.  Failure to deliver on cost
reduction strategies and targeted asset sales could also prompt a
downgrade.

The principal methodology used in these ratings was Global
Integrated Oil & Gas Industry published in April 2014.



===========
N O R W A Y
===========


BAYERNGAS NORGE: S&P Affirms 'B+' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'B+' long-term corporate credit rating on Bayerngas Norge A.S.
and removed the rating from CreditWatch, where S&P placed it with
negative implications on Feb. 11, 2016.  The outlook is stable.

S&P understands that Bayerngas Norge has now received approval
and effectively converted about Norwegian krone (NOK) 5.5 billion
(approximately EUR600 million) of debt into equity.  S&P also
understands that, the equity conversion being done, the company
will now benefit from a loan from its owner, Stadtwerke Munchen
Gasbeteiligungs GmbH & Co. KG (SWM; not rated), of approximately
EUR500 million, which will cover Bayerngas Norge's liquidity
needs for 2016.  For this reason S&P removed the negative
CreditWatch placement and assigned a stable outlook.

"We believe that Bayerngas Norge will continue to cover its
liquidity needs, including sizable capital expenditures,
throughout the cycle.  We base our view on the strong commitment
of SWM, its parent and main shareholder, to provide timely
additional funding if needed. SWM has in the past demonstrated
its support, notably through material debt-to-equity conversions.
We consider the parent's extended track record of continued
financial commitment to Bayerngas Norge -- even under difficult
market conditions in the oil and gas sector -- as a key rating
support.  Our assumption that the shareholder will provide
further loans or new equity to enable the company to achieve its
long-term production target and meet its capital expenditure
requirements is critical to our assessment," S&P said.

S&P's 'ccc+' assessment of the company's stand-alone credit
profile, which factors in the ongoing shareholder support,
remains unchanged.

S&P's view of Bayerngas Norge's business risk profile as
vulnerable takes into account the company's various business
considerations.  Offsetting these risks, in S&P's view, is the
prospect of further production growth in the long term, mainly
thanks to Bayerngas Norge's potential to augment its resource
base, and the company's major presence in Norway.

Bayerngas Norge operates under an established regulatory
framework and stable taxation regime in its domestic market, even
though upstream taxation remains high at 78%, and it could be
subject to change.

S&P views the company's weak credit metrics and its strategy to
develop its assets as rating constraints.  S&P treats the
shareholder loans as debt, mostly due to its understanding that
Bayerngas Norge's production does not meet SWM's expectations,
although S&P notes that a portion of debt has been converted to
equity, most recently the NOK5.5 billion mentioned earlier.

The stable outlook reflects S&P's expectation that SWM will
continue to provide financial support to Bayerngas Norge on an
ongoing basis and in case of distress, despite challenging market
conditions characterized by low oil prices.  S&P thinks that an
injection of new loans or new equity of at least NOK3 billion
will enable Bayerngas Norge to manage liquidity and fund its
sizable capital expenditures program over 2016.

S&P sees an upgrade as remote, given Bayerngas Norge's very weak
credit metrics amid challenging market conditions.  However, S&P
could consider a positive rating action if it foresaw pronounced
improvement in credit measures, coupled with S&P's view that the
capital structure could fund the company's production plan.  This
would hinge on no sign of deterioration in shareholder support or
liquidity, and it would likely be alongside a material
improvement in market conditions and in the company's production
level.

Downside rating pressure could arise if S&P saw indications of
weaker support or negative intervention from the shareholders.
More specifically, S&P could revise down its assessment of
exceptional support from the group, leading potentially to a
multiple-notch downgrade if the shareholders failed to inject
NOK3 billion of cash in the very near term, resulting in a
deterioration of liquidity, or if S&P was to assess Bayerngas
Norge's funding strategy as unsustainable.  Downward rating
pressure could also stem from decreased production or markedly
increased costs compared with our base case.


NORSKE SKOG: Bonds Due in June Surge on Exchange Offer
------------------------------------------------------
Luca Casiraghi at Bloomberg News reports that Norske
Skogindustrier ASA's bonds due in June surged after the Norwegian
paper maker's plan to raise as much as EUR140 million (US$158
million) fueled investor speculation they'll be repaid.

The EUR121 million of notes rose as much as 15 cents on the euro
to 84 cents, the highest since September, according to data
compiled by Bloomberg.

Norske Skog said in a statement on March 18 Blackstone Group LP's
GSO Capital Partners and Cyrus Capital Partners agreed to inject
cash and provide a new securitization facility, while the company
sells assets, Bloomberg relates.  The paper maker also terminated
its plan to exchange the 2016 notes and amended its offer to
exchange the EUR218 million of 2017 bonds on March 18, Bloomberg
discloses.

"The structure of the exchange seems to imply that the company
will be paying down the 2016 notes when they mature in June,"
Bloomberg quotes Jeffrey Cope, an analyst at Stifel Nicolaus in
London, as saying in a note to clients on March 21.  "The
exchange will raise enough cash to repay the notes at par."

                        About Norske Skog

Norske Skogindustrier ASA or Norske Skog, which translates as
Norwegian Forest Industries, is a Norwegian pulp and paper
company based in Oslo, Norway and established in 1962.

As reported by the Troubled Company Reporter-Europe in mid-
November 2015, Moody's Investors Service downgraded Norske
Skogindustrier ASA's (Norske Skog) Corporate Family Rating
("CFR") to Caa3 from Caa2 and its Probability of Default Rating
(PDR) to Ca-PD from Caa2-PD.  Standard & Poor's Ratings Service
also downgraded the Company's long-term corporate credit rating
to CC from CCC.



===========
P O L A N D
===========


PLAY HOLDINGS 2: S&P Raises CCR to 'B+', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised to 'B+'
from 'B' its long-term corporate credit rating (CCR) on Poland-
based wireless telecommunications company Play Holdings 2
S.a.r.l.

At the same time, S&P raised the issue rating on Play's senior
secured notes to 'B+' and S&P's rating on the unsecured notes and
payment-in-kind (PIK) toggle notes to 'B-'.

The upgrade follows the better than previously anticipated
performance of Play in 2015, including subscriber growth of
nearly 2 million to more than 14 million as of end-2015, which
led to growth in subscriber market share of 25% and improvement
in Play's subscriber mix, with contract subscribers increasing to
50%.  This has resulted in above-market average revenue and
EBITDA growth and allowed the company to reduce leverage
materially.  Additionally, the company maintains the lowest rate
of switching customers in the market, with monthly churn of less
than 1% in its post-paid segment -- indicating that Play benefits
from relatively solid brand perception and limiting the risk of
future customer losses.

Given that the mobile market is now broadly evenly split, S&P
expects subscriber growth at Play will slow down, but remain
positive as S&P anticipates it will continue to attract a greater
share of subscribers churning from other carriers and maintain
higher retention.  This should support increase in adjusted
EBITDA margins to more than 30% in 2016 -- up from about 29% in
2015.

The business risk profile is further supported by Play's good
spectrum position, notably after the recent long-term evolution
(LTE) spectrum auction, which should enable Play to maintain the
quality of its services, notably with regards to data capacity
and speed.

This is partly offset by lack of operating diversity -- notably
no fixed line operations -- while Play has to compete with
convergent on-net offers from competitors, notably Orange.  While
S&P do not consider fixed-mobile convergence to be a key
differentiating factor in rural areas in Poland due to low
coverage of fixed broadband, this could become more important in
main cities, where Play's market share is relatively higher.
Additionally, Play relies on national roaming agreements in
remote areas, constraining its profitability compared with its
peers.

S&P forecasts negative free operating cash flows (FOCF) of Polish
zloty (PLN) 1 billion-PLN1.1 billion in 2016 due to the impact of
the payment of about PLN1.7 billion for spectrum acquisition,
which was completed in February.  S&P expects, however, free cash
flows to improve to PLN 700-PLN750 million, in 2017, after
payment of interest on the PIK toggle notes at Play Topco.

Play's Standard & Poor's-adjusted leverage fell to about 4.4x in
2015 due to an increase in adjusted EBITDA of more than 40% year-
on-year, and S&P sees scope for further leverage reduction from
continued growth in EBITDA.  However, in S&P's view, the
financial risk profile is likely to be impacted by aggressive
financial policies from Play's financial sponsor shareholders,
and S&P views some form of recapitalization over the medium term
as likely.  S&P therefore continues to assess Play's financial
risk profile as highly leveraged.  However, S&P anticipates that
Play's supplemental credit ratios, including EBITDA interest
coverage of sustainably more than 3x and FOCF to debt higher than
5%, are key factors supporting the rating.  S&P adjusts Play's
debt for operating lease liabilities and the liability on its
employee retention program.  S&P adjusts its EBITDA for
capitalized subscriber acquisition costs.

S&P's base case for Play assumes:

   -- Revenue increase of 10%-12% in 2016, slowing down to 5%-6%
      in 2017 due to declining mobile number portability as
      market churn stabilizes, but growth still supported by some
      market share growth and pre-paid to post-paid conversion.

   -- Growth of about 300 basis points in the EBITDA margin
      supported by continued operating leverage, although S&P
      expects subscriber acquisition and retention costs to
      remain high-notably as handset unit subsidies increase.

   -- Capital expenditure (capex) to sales (excluding spectrum)
      increasing to about 9% as S&P expects acceleration in LTE
      network investments in line with high growth for data
      capacity.

   -- No recapitalization of the capital structure although S&P
      is mindful that the company's owners could contemplate such
      a transaction in light of the rapid leverage reduction.

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

   -- Debt to EBITDA of about 3.7x in 2016, down from about 4.4x
      in 2015;

   -- EBITDA interest coverage of about 4.4x, including the PIK
      toggle interest;

   -- Funds from operations to debt of 19%; and

   -- FOCF to debt of 10% including the PIK toggle interest
      (before spectrum acquisition).

S&P could consider a negative rating action if Play failed to
sustain its competitive position and experienced higher
subscriber churn and weaker profitability.  S&P could also
consider this action if Play recapitalized more aggressively than
S&P currently anticipates--increasing adjusted leverage to more
than 5.5x, with no short-term leverage reduction prospects, or if
FOCF to debt were to fall below 5%.

Rating upside seems remote at this point due to S&P's assessment
of Play's financial policy and its foreign currency exposure.



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


CAIXA GERAL: S&P Affirms 'BB-/B' Counterparty Credit Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-/B'
counterparty credit ratings on Caixa Geral de Depositos S.A.
(CGD) and its 'B+/B' counterparty credit ratings on Banco
Comercial Portugues S.A. (Millennium bcp).  The outlook on both
banks remains positive.

The rating action announced follows the affirmation of the
sovereign credit rating on Portugal at 'BB+/B' on March 18, 2016.
The outlook on the sovereign is stable.

S&P believes that the stabilization of Portugal's
creditworthiness and the beneficial impact of the European
Central Bank's quantitative easing program -- which should keep
the government's borrowing costs low -- could contribute to an
easing of the current constraints on the banking system's funding
profile.  Specifically, S&P thinks that current limitations on
banks' access to the capital markets could ease, over time, and
that banks' funding costs could reduce further.  As a result, S&P
maintains a positive trend on its assessment of the Portuguese
banking system's industry risk.

That said, S&P thinks that the Portuguese banking system will
struggle to improve its profitability.  This will be a demanding
task though given the ultra-low interest rate environment and the
likelihood that its international operations, particularly those
in Angola and Mozambique, will contribute less than in the past.
S&P is of the view that further domestic restructuring will be
needed for the system to improve its efficiency measures and
achieve sustainable profitability.

The above mentioned factors have led S&P to affirm the
counterparty credit ratings on CGD and Millennium bcp at their
current levels.

Banco Santander Totta S.A. (BB+/Stable/B) and Banco BPI S.A.
(BB-/Watch Neg/B) have not been included in this review as their
rating drivers are not directly influenced by a potential
improvement of banks' funding conditions in Portugal.

                              OUTLOOK

Caixa Geral de Depositos S.A.

The positive outlook on CGD reflects the possibility that the
operating environment in Portugal could become less risky over
the next 12-18 months, with banks' funding profiles and borrowing
costs potentially benefiting from the stabilization of the
sovereign's creditworthiness.

However, an upgrade of CGD would also depend on the bank
improving its profitability and asset quality metrics from
current levels. S&P anticipates that CGD will return to profits
in 2016 -- despite the low interest rate environment -- on the
back of declining credit losses and lower funding costs.  S&P
also expects that its stock of nonperforming assets will continue
declining in line with its expectations for the Portuguese
banking system.

The positive outlook on CGD also reflects the possibility that
its risk-adjusted capital ratio could improve above S&P's current
forecasts and exceed 5% over our outlook horizon, on the back of
different capital strengthening measures which the bank may
consider.  This would be the result of CGD's minimum regulatory
capital requirements increasing by 1% on Jan. 1, 2017, when the
buffer for Portuguese systemically important institutions will
become applicable.

S&P could revise the outlook back to stable if it do not see the
stabilization of the sovereign's creditworthiness translating
into funding benefits for the Portuguese banking sector or if,
contrary to S&P's base-case expectations, the sovereign's
creditworthiness were to deteriorate.  Similarly, S&P could also
revise the outlook to stable if CGD fails to show a recovery in
profitability and asset quality as S&P explains above.

Banco Comercial Portugues S.A.

The positive outlook on Millennium bcp reflects the possibility
that S&P could raise the ratings over the next 12-18 months if
either:

   -- The bank makes further progress in diversifying its
      wholesale funding sources, while keeping its funding
      profile weighted toward long-term resources.  S&P would
      consider this proof that the bank has been able to restore
      creditors' confidence in its ability to complete the
      business turnaround, notably improving its domestic
      profitability, and successfully manage emerging risks, such
      as the redenomination risk of foreign exchange exposures in
      its Polish subsidiary or signs of sovereign financial
      stress in Mozambique; or

   -- The stabilization of Portugal's creditworthiness eases
      current constraints on the banking system's funding
      profile, facilitating a lowering of its funding costs and
      future access to the capital markets.

S&P could revise the outlook to stable if confidence issues
prevent the bank from diversifying its funding sources, or if the
bank meaningfully increases its recourse to short-term funding,
heightening refinancing risks.  In addition, S&P could consider
an outlook revision to stable if it do not see the stabilization
of sovereign creditworthiness translating into a less risky
operating environment for the Portuguese financial system or if,
contrary to S&P's base-case expectations, it sees increased risks
that the sovereign's creditworthiness could deteriorate.

BICRA SCORE SNAPSHOT*

Portugal

BICRA Group                        7

Economic risk                     6
     Economic resilience           Intermediate Risk
     Economic imbalances           High Risk
     Credit risk in the economy    High Risk
     Trend                         Stable

Industry risk                     7
     Institutional framework       Intermediate Risk
     Competitive dynamics          High Risk
     Systemwide funding            Very High Risk
     Trend                         Positive

* Banking Industry Country Risk Assessment (BICRA) economic risk
  and industry risk scores are on a scale from 1 (lowest risk) to
  10 (highest risk).

RATINGS LIST

Ratings Affirmed

Banco Comercial Portugues S.A.
Counterparty Credit Rating             B+/Positive/B
Senior Unsecured                       B+

BCP Finance Bank Ltd.
Senior Unsecured [1]                   B+
Subordinated [1]                       CCC

BCP Finance Co.
Preference Stock [1]                   D

Caixa Geral de Depositos S.A.
Counterparty Credit Rating             BB-/Positive/B
Senior Unsecured                       BB-
Senior Unsecured                       BB-p
Subordinated                           CCC+
Junior Subordinated                    D
Certificate Of Deposit [2]             BB-/B

CGD North America Finance LLC
Commercial Paper [3]                   B

Caixa Geral Finance Ltd.
Preference Stock [3]                   D

Caixa Geral de Depositos Finance
Senior Unsecured [3]                   BB-
Subordinated [3]                       CCC+
Junior Subordinated [3]                D

[1] Guaranteed by Banco Comercial Portugues S.A.
[2] Co-issued with Caixa Geral de Depositos Finance.
[3] Guaranteed by Caixa Geral de Depositos S.A.



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


ROSNEFT OJSC: Deals with Indian Cos. to Have Mixed Credit Impact
----------------------------------------------------------------
OJSC Oil Company Rosneft (Rosneft, Ba1 on review for downgrade)
announced a number of deals at different stages with ONGC Videsh
Limited (ONGC, Baa2 stable), and a consortium of Indian oil
companies, including Indian Oil Corporation Ltd (IOCL, Baa3
positive), Oil India Limited (OIL, Baa2 stable), and Bharat
PetroResources Limited (BPRL, not rated), about farming out of
some of Rosneft's assets as well as with Essar Group (not rated)
about acquiring Indian refinery, said Moody's Investors Service.

If and when executed, these deals will have a mixed impact on the
company's credit profile:

  1) The farming out of Vankor (owned by CJSC Vankorneft) and
     Taas-Yuryah (owned by LLC TYNGD) oil and gas deposits at
     fair valuations will generate by various estimates of $4
     billion?$4.3 billion.  These deals will improve the
     company's liquidity profile while the Indian partners'
     financial support will ease the burden to develop Taas-
     Yuryah deposit.  If the cooperation is successful, it could
     pave the way to a joint development of fields neighboring
     Vankor.

  2) The potential $2 billion -- $3 billion acquisition of a
      non-controlling 49% stake in Indian oil refinery Essar Oil
     Limited (not rated) is credit negative as it has the
     potential to increase the company's leverage while the
     benefits are not clear.

Farming out of Vankor and Taas-Yuryah to ONGC and consortium of
Indian oil companies

Moody's views the deals on farming out of Vankor and Taas-Yuryah
oil and gas deposits as not having any immediate impact on
Rosneft, although they would improve the company's liquidity
profile while the company remains under EU/US financial sanctions
and will boost its presence in the important Indian oil market.

Rosneft signed definitive agreements with the consortium of IOCL,
OIL and BPRL to sell 29.9% in the charter capital of LLC TYNGD,
which is a joint venture between Rosneft, owing 80%, and BP,
owing 20%, to develop Srednebotuobinskoye deposit located in the
Far East of Russia.  The deposit currently produces 20,000
barrels of oil per day (bopd) with an expected peak production of
above 100,000 bopd by 2021.  The deal value, by various
estimates, is about $1.28 billion.  Moody's estimates that the
ramp up of this field will require RUB150-RUB200 billion.  The
participation of external parties will ease financial pressure on
the company in 2016-21, when the project will reach its full
capacity.  Following the closure of the transaction, Rosneft
would retain a controlling 50.1% stake in the asset and would
continue consolidating TYNGD in its financials.  Rosneft bought
65% in TYNGD in 2013 for $2.1 billion when oil prices were
higher.  In the current low oil price environment, Rosneft seems
to have realized full potential from the deal, monetizing its
stake.

Rosneft also signed a heads of agreement for the potential
disposal of 23.9% in the CJSC Vankorneft, which is the owner of
Vankor field and North Vankor licence, to the consortium of IOCL,
OIL and BPRL for total consideration, according to various
estimates, of about $2 billion.  CJSC Vankorneft is currently
owned by Rosneft.  In 2015 Rosneft agreed to sell 15% stake in
Vankor to ONGC for total consideration estimated by various
sources at about $1.27 billion and this deal is currently being
closed.  Rosneft also signed a memorandum of understanding with
ONGC to consider potential disposal of additional 11% in CJSC
Vankorneft to ONGC.  Vankor is Russia's second-largest field,
with low cost oil accounting for 4% of Russian production and
currently producing oil at a peak level of approximately 440,000
bopd. Vankor is a well-developed low cost oil field located in
Eastern Siberia.  Following these transactions, Rosneft would
retain controlling 50.1% stake in CJSC Vankorneft and would
continue playing a key role in developing Vankor oil cluster
(encompassing Suzun, Tagul and Lodochnoe deposits coming on
stream in 2016, 2019 and 2020, respectively, with combined peak
capacity of about 200,000 bopd) leveraging on its partners'
financial support and technological expertise.

Potential acquisition of Essar Oil Limited

Moody's views the announced transaction regarding the potential
acquisition of a non-controlling 49% stake in the private Indian
Essar Oil Limited, which Rosneft intends to close in June 2016,
as credit negative.  Essar Oil Limited comprises a Vadinar
refinery with an annual capacity of about 20 million tonnes and
about 1,600 stations located in India.  The partners plan to
substantially increase the refinery's capacity to 25 million
tonnes and increase the number of stations to 5,000 within the
next two years, which will require substantial capital
expenditure.  Moody's notes that Rosneft's capex is fairly
ambitious as it plans to increase its capex (in Russian rouble
terms) by up to 30% in 2016 compared with 2015, which will range
between RUB600 billion and RUB900 billion, subject to market
conditions.  Additional capital expenditure related to this
refiner where Rosneft doesn't have control, could stretch the
company's free cash flows while the payback from such investment
is not clear.

Moody's estimates that deal value would range at $2-$3 billion.
Moody's notes that Rosneft has substantial financial debt of
about $47.5 billion as of Sept. 30, 2015, and prepayments
received under long-term oil and petroleum products supply
agreements total about $43.4 billion as of the same date, which
we treat as debt-like item.  Rosneft will have to repay about
$13.7 billion and $11.3 billion of debt in 2016 and 2017,
respectively.  The acquisition of 49% in Essar Oil Limited could
therefore become a substantial stretch on Rosneft's liquidity
profile, although parties will continue negotiating deal terms,
including the acquisition price and deal structure, which are not
yet fully agreed.

The Indian economy relies on growing imports of oil totalling
more than 4 million bopd, with imports satisfying more than 85%
of oil demand.  The refining sector is therefore very important
to Indian economy.  This sector is quite fragmented in India with
several state owned companies responsible for the majority of
refining throughput.  Vadinar refinery is responsible for only
about 8%-10% of oil refined in India.  Additionally, Moody's do
not expect Rosneft to export oil from Russia to the Vadinar
refinery, despite it reporting good refining margins of about $8
per barrel and being the third largest oil refinery in India.  As
such, synergies from this perspective seem doubtful.

There is also risk associated with Essar Group having become a
private company in December 2015.  If the delisting leads to a
deterioration of corporate governance standards at Essar Group,
it could increase execution risks and prevent Rosneft from
extracting value from the joint venture.  Essar Oil Limited has
not paid dividends for the past several years and it is not clear
how Rosneft's acquisition of this minority stake will create
value.

OJSC Oil Company Rosneft -- in which the Russian state holds a
69.5% share via its fully owned agent OAO Rosneftegaz
(not rated) -- is Russia's largest integrated oil and gas
company.  Rosneft's proved oil and gas reserves as of 30
September 2015 amounted to 43 billion barrels of oil equivalent
(boe), in accordance with Petroleum Resources Management System.
Daily production for the last 12 months ended Sept. 30, 2015,
stood at 5.2 million boe.  The company's consolidated refining
capacity covers approximately half of the group's consolidated
crude oil production.  For the nine months ended Sept. 30, 2015,
Rosneft reported consolidated revenue net of export duties and
EBITDA of $66.8 billion and $15 billion, respectively.


RUSSIAN RAILWAYS: S&P Affirms 'BB+' CCR, Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' foreign
currency and 'BBB-' local currency long-term corporate credit
ratings on Russian Railways JSC (RZD).  The outlook is negative.
At the same time, S&P affirmed the 'ruAAA' Russia national scale
rating on RZD.

S&P is affirming its ratings on RZD because S&P continues to see
the company as a government-related entity (GRE) with an
extremely high likelihood that its owner, the Russian government,
would provide timely and sufficient extraordinary support to the
company.  S&P equalizes the ratings on the company with those on
the sovereign, including our 'BBB-' long-term local currency
rating.

S&P has revised down its assessment of RZD's stand-alone credit
profile (SACP) to 'bb+' from 'bbb-'.  This revision owes to the
inflation of the debt and interest burden at RZD while its
operating performance has been generally stable.  S&P has revised
its assessment of RZD's financial risk profile to significant
from intermediate as a result of this increased leverage.

Leverage has increased at RZD primarily because of the inflation
of its foreign currency?denominated debt, which accounts for
about 45% of the overall debt portfolio.  The company has also
increased its debt to fund an extensive, partly government-
driven, investment program, largely funded through government-
sponsored infrastructure bonds maturing over the next 15-30
years.  Pension liabilities add sizable amounts to RZD's adjusted
debt.  S&P estimates that RZD's ratio of funds from operations
(FFO) to debt at year-end 2015, amounted to about 21%-23% and
debt to EBITDA slightly exceeded 3.0x.  This compares with 27%
FFO to debt and 2.9x debt to EBITDA at year-end 2014.

Apart from higher debt, the weakening in credit metrics also
reflects increased interest costs.  Inflation reached double-
digit levels in Russia in 2015, and therefore RZD's interest
expenses have peaked, as approximately one-third of its debt is
floating and linked to the consumer price index in Russia.  As
S&P expects inflation in Russia to moderate in 2016, S&P expects
interest costs for this part of the debt portfolio to decrease
meaningfully.  S&P notes that higher debt and increased interest
payments are partly mitigated by the foreign currency cash flows
that the company generates from its subsidiary GEFCO, a French-
based logistics and transport provider, and transit operations.

RZD's business risk profile primarily reflects the company's
strong competitive position, the generally supportive regulatory
framework in the country, and good diversification along all the
range of railway products.  RZD's business risk profile is
constrained by the company's exposure to the volatile rail-
freight market, including the transport of certain types of
profitable cargoes, which results in cyclical revenues and cash
flows.

S&P continues to see the likelihood of timely and sufficient
extraordinary financial support from the Russian government for
RZD as extremely high.  S&P bases this view on its assessment of
RZD's critical role for and very strong link with the Russian
government.

The negative outlook on RZD mirrors the negative outlook on the
Russian Federation.

S&P would likely lower its corporate credit ratings on RZD if S&P
downgraded Russia.

"We could also lower our ratings on RZD, all else being equal, if
we revised our assessment of the SACP downward to 'b+'.  This
could occur if the company's operational performance deteriorated
significantly, due to freight traffic declines, weaker economic
conditions, lower-than-anticipated ongoing government financial
support, increased investments (including acquisitions), or
excessive debt accumulation above our expectations.  For us to
revise RZD's SACP to 'b+', provided that the company's business
risk profile remained in the satisfactory category, RZD's
Standard & Poor's-adjusted metrics would have to deteriorate
substantially, with FFO to debt falling below 12% and debt to
EBITDA rising above 5x in the absence of a credible plan to
improve ratios over the next few years," S&P said.

S&P could revise the outlook on RZD to stable if S&P revised the
outlook on Russia to stable.


TATNEFT PJSC: NKNK Minority Stake Acquisition Credit Neutral
------------------------------------------------------------
Moody's Investors Service said that it views as credit neutral
the March 18, announcement by Russian oil and gas company Tatneft
PJSC (Tatneft, Ba1 review for downgrade) that it had acquired
respective 24.9% and 9% stakes in petrochemical giant
Nizhnekamskneftekhim PJSC (NKNK, Ba3 stable) and oil refinery
company JSC Taneco (Taneco, not rated), following their
privatisation by the Republic of Tatarstan (Tatarstan, Ba2 review
for downgrade).  Tatneft already owned a 91% stake in Taneco
prior to its privatisation.  These deals are credit neutral for
Tatneft as the company's debt will remain fairly low.

Moody's believes that the acquisition of a 24.9% stake in NKNK
and a 9% stake in Taneco doesn't provide Tatneft with substantial
benefits, although NKNK and Tatneft have some degree of
integration (Tatneft feeds part of NKNK supplies while Tatneft
purchases part of NKNK's rubber output, which Tatneft further
uses in its tyres production).  This deal was initiated by the
Tatarstan government, which has substantial influence over the
oil and petrochemical sector in Tatarstan, and which holds 36% of
Tatneft's voting shares.  This deal allows Tatarstan to beef up
its coffers, while at the same time retaining significant
influence over the disposed entities.

The privatised stakes were initially owned by
Svyazinvestneftekhim OAO (Ba2 review for downgrade) and were
transferred to the Ministry of Land and Property of the Republic
of Tatarstan in preparation for the deal.  On Feb. 19, 2016, the
ministry transferred the stakes to the charter capital of AO
Assen, a wholly owned subsidiary of Tatarstan.  AO Assen
ultimately sold the stakes to Tatneft following privatization.

While the deal values have not been disclosed, as per the order
of the Ministry of Land and Property, on transfer of the stakes
in NKNK and Taneco to the charter capital of AO Assen, they were
valued by independent appraiser at RUB19.9 billion and RUB149
million, respectively.  This valuation was conducted in
accordance with statutory requirements under the Russian law on
joint stock companies because the charter capital contribution
was in-kind. Valuations shall theoretically provide guidance as
to the market values of stakes and, ultimately, the price paid by
Tatneft. Moody's estimates that Tatneft invested into Taneco more
than RUB350 billion.

As of Sept. 30, 2015, Tatneft had Moody's adjusted gross debt of
about RUB25 billion and negative net debt of RUB7 billion.  It
also had Moody's adjusted EBITDA and free cash flows amounting to
RUB167 billion and RUB32 billion, respectively, for the 12-month
periods ending Sept. 30, 2015.  Subject to further clarifications
from the company on the deal values, Moody's expects that
Tatneft's leverage, as measured by Moody's adjusted debt/EBITDA,
will remain fairly low at below 0.5x-1x over the next 12 to 18
months.

Moody's notes that Tatarstan included in its 2016 privatisation
plan a 4.31% stake in Tatneft, the value of which was RUB 27.9
billion according to the order of the Ministry of Land and
Property, on transfer of the stakes in NKNK, Taneco and Tatneft
to the charter capital of AO Assen.  Moody's expects that Tatneft
might be interested to participate in the auction to acquire this
stake when it is offered for sale.

Tatneft launched Taneco in 2011.  Taneco's current operating
capacity stands at 8.5 million tonnes of crude oil per year
(equivalent to 170,000 barrels per day).  Taneco currently works
at full capacity, with actual throughput in 2015 equal to nine
million tonnes.  Tatneft plans to expand Taneco's capacity to 14
million tonnes of crude oil per year until 2020 (second stage),
while also increasing refining depth to 97% and light products
yield to 90%.  The construction of Taneco's second stage began in
Q3 2015.  The company estimates total capex requirements for this
project to amount to RUB190 billion-RUB200 billion ($2.8 billion-
$2.9 billion), depending on the market situation, including about
RUB27.6 billion that the company plans to invest in Taneco in
2016.  Tatneft intends to fund this project from its own
operating cash flows.

NKNK is a major Russian petrochemicals company, part of the oil
and petrochemicals sector of the Republic of Tatarstan, operating
and developing under the Tatarstan government's significant
influence.  NKNK's 10 core production units producing rubbers,
plastics, monomers and other petrochemicals, are located at two
adjacent production sites, which have centralised transportation,
energy and telecommunication infrastructure.  In the 12-month
period to June 2015, the company reported sales of RUB145.3
billion (around $3.1 billion) and adjusted EBITDA of around
RUB29.1 billion (around $620 million).

Tatneft, one of Russia's largest oil and gas companies, operates
in the Republic of Tatarstan.  The government of Tatarstan holds
36% of the company's voting stock plus a "golden share", which
enables the Tatarstan government to have board representation and
to veto certain major decisions.  As of end-2014, Tatneft's
estimated proved crude oil and condensate reserves amounted to
6.1 billion barrels, according to Petroleum Resources Management
System (PRMS) classification, and its crude oil average daily
production stood at 518 thousand barrels (Mbbl).  In the 12-month
period ended September 30, 2015, Tatneft generated net sales of
$9.4 billion and adjusted EBITDA of $3.0 billion.


TATFONDBANK PJSC: S&P Affirms 'B/B' Counterparty Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'B/B' long- and short-term counterparty credit ratings and
'ruBBB+' Russia national scale rating on PJSC Tatfondbank (TFB).
The outlook remains negative.

The affirmation reflects S&P's opinion that TFB's strong links to
its shareholders, including the government of the Republic of
Tatarstan, and material market share in its home region support
its business development.  A number of TFB's metrics are superior
to those of peers at the same rating level, especially those
related to the sustainability of the bank's business position and
ongoing funding support.  The bank has a good market position in
its home region, where it has a share of about 14% in retail
deposits and 12% in corporate loans.  The depth of TFB's deposit
franchise should allow the bank to maintain a favorable funding
profile, in S&P's view.  Therefore, S&P incorporates a one-notch
uplift to the bank's stand-alone credit profile, which S&P assess
at 'b-'.

With Russian ruble (RUB) 172 billion (about $2.2 billion) of
assets, according to Russian generally accepted accounting
principles, on Jan. 1, 2016, TFB is a midsize regional bank in
Tatarstan.  Tatarstan's banking sector is solidly dominated by AK
Bars Bank (not rated) and TFB, which jointly control almost half
of the local market.  S&P understands that TFB plans to
strengthen its franchise outside its home region, and S&P
believes the regional expansion will be driven primarily by TFB's
controlling shareholders' business connections and interests.

S&P's ratings on TFB are not immediately affected by news of the
bank's participation in the financial rehabilitation of Saint
Petersburg-based Bank Sovetskiy.  S&P understands that, in that
role, TFB is likely to receive long-term funding below market
rates.  With total reported assets of RUB32 billion (about $0.4
billion) as of Feb. 1, 2016, Bank Sovetskiy is much smaller than
TFB.  S&P cannot exclude the possibility that Bank Sovetskiy's
capital might be misstated or not fully reflect potential
additional provisions.  However, at this stage, S&P do not have
sufficient information on potential additional capital needs at
Bank Sovetskiy.  S&P understands that TFB could participate in
further business acquisition transactions, but S&P also believes
that it could get capital support for non-organic growth.
Therefore, S&P believes that TFB's participation in Bank
Sovetskiy's recovery is unlikely to change TFB's credit
fundamentals, including its business position.

As S&P understands, the controlling stake in TFB is held by a
group of individuals who are politically connected to Tatarstan's
government and that Tatarstan owns another 28% of the bank
directly or indirectly.  At the same time, S&P believes that
minority shareholdings may create some corporate governance
risks.

The negative outlook reflects S&P's concerns that increased
economic risk in Russia may intensify pressure on TFB's financial
fundamentals, notably its capital and asset quality.  That said,
S&P believes that TFB will maintain its sound market position in
Tatarstan and that its privileged relationships with Tatarstan's
government will remain unchanged.  Although S&P sees pronounced
constraints on the bank's capitalization, S&P's base-case
projections imply that the bank's capital position won't weaken
meaningfully, and S&P's projected risk-adjusted capital (RAC)
ratio will remain higher than 3% over the next 12-18 months.

Should the bank's capital position weaken more than S&P expects,
due for example to higher credit costs, lower earnings, or lower
capital injections than S&P anticipates, it may lower the
ratings. Furthermore, if support from the bank's shareholders,
including Tatarstan, were to deteriorate, the bank's currently
superior position relative to peers might come under significant
pressure.

At this stage, a positive rating action is remote.  However, S&P
could revise the outlook to stable if it sees a material
reduction of risk exposures, namely to investment property; lower
credit costs; or considerable capital support from shareholders,
leading to a RAC ratio sustainably above 5%.



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


NOVI SAD: Moody's Affirms B1 Rating & Changes Outlook to Pos.
-------------------------------------------------------------
Moody's Public Sector Europe (MPSE) has changed to positive from
stable the outlooks on the City of Novi Sad and the City of
Valjevo.  Moody's has also affirmed the B1 issuer rating of the
City of Novi Sad and the B2 issuer rating of the City of Valjevo.

The change in outlook and the affirmation of the ratings follows
a similar action on the Serbia government's B1 bond rating on
March 18, 2016.

                         RATINGS RATIONALE

RATIONALE FOR OUTLOOK CHANGE

The outlook change reflects the improving operating environment
in Serbia, as reflected by the positive outlook on the sovereign
rating.  Moody's views the creditworthiness of both cities as
closely linked to that of the sovereign, as Serbian local
governments depend on revenues that are linked to the sovereign's
macroeconomic and fiscal performance.  Moody's expects that
positive national economic growth and the favorable medium-term
prospects will translate into higher revenues for sub-sovereigns
and therefore contribute to an improved credit profile.

Both cities are co-dependent on the financial strength of the
central budget owing to the institutional framework.  In Serbia,
half of municipal revenue is derived from shared taxes (mostly
personal income tax) collected within their jurisdiction, but is
administratively controlled by the central government.  Another
20% of municipal operating budgets comprise fiscal transfers,
mostly non-earmarked and formula-based.

                  RATIONALE FOR RATING AFFIRMATION

The affirmation of Novi Sad's and Valjevo's ratings reflects
their responsive budgetary management, particularly the cities'
still solid operating margins (which measured 17% of operating
revenue in 2014 for both cities) and good financial performance.

The Novi Sad's and Valjevo's ratings are underpinned by moderate
and manageable debt levels (28% and 18% of operating revenue
respectively) and adequate liquidity, which mitigates Novi Sad's
foreign-currency exposure.  Novi Sad's B1 rating also takes into
account the city's important role in the national economy as the
second largest city in the country which supports its revenue
base as well as its greater institutional capacity and its
comparatively stronger fiscal management practices.

However, the cities' ratings remain constrained by limited
expenditure control under the current evolving institutional
framework and by high infrastructure needs, which could place
pressure on their municipal budgets in the medium term.  This is
particularly the case for Valjevo, as it has been affected by
recent flood damages.

               WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade in the sovereign rating would lead to upward pressure
on Novi Sad and Valjevo's ratings.  Moreover, any improvement in
the local governments' expenditure flexibility and ability to
raise additional own source revenues would be considered
positively.

Any deterioration in Serbia's rating would likely lead to a
downgrade of Novi Sad's and Valjevo's ratings.  In addition, any
significant deterioration in the operating margins of the cities
and a further increase in their debt exposure would exert
downward pressure on the current ratings.

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

  GDP per capita (PPP basis, US$): 13,378 (2014 Actual) (also
   known as Per Capita Income)
  Real GDP growth (% change): 0.7% (2015 Actual) (also known as
   GDP Growth)
  Inflation Rate (CPI, % change Dec/Dec): 1.6% (2015 Actual)
  Gen. Gov. Financial Balance/GDP: -3.8% (2015 Actual) (also
   known as Fiscal Balance)
  Current Account Balance/GDP: -5% (2015 Actual) (also known as
   External Balance)
  External debt/GDP: [not available]
  Level of economic development: Low level of economic resilience
  Default history: At least one default event (on bonds and/or
   loans) has been recorded since 1983.*

*Events related to the debts of the Former Yugoslavia

On March 17, 2016, a rating committee was called to discuss the
rating of the Novi Sad, City of and the Valjevo, City of.  The
main points raised during the discussion were: The systemic risk
in which the issuers operate has materially decreased.  Other
views raised included:  The issuers' institutional strength/
framework, have not materially changed.

The principal methodology used in this rating was Regional and
Local Governments published in January 2013.

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



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


ABENGOA SA: More Creditors Agree to Back Restructuring Plan
-----------------------------------------------------------
Tomas Cobos and Julien Toyer at Reuters report that Spain's
Abengoa SA is seen winning more time for talks aimed at avoiding
bankruptcy as more creditors have agreed to back debt
restructuring plan and inject new emergency liquidity.

The company, struggling with a EUR9.4-billion (US$10.6 billion)
debt pile, is in pre-insolvency talks with lenders and has until
March 28 to win their backing and avoid becoming Spain's largest
ever bankruptcy, Reuters relates.

According to Reuters, the sources said more than 60% of the
firm's creditors were now expected to sign off on the debt
agreement by next Monday, March 28, while Abengoa said on March
22 it would receive a new credit line of EUR137 million from
creditors.

Abengoa SA is a Spanish renewable-energy company.


                        *       *       *

As reported by the Troubled Company Reporter-Europe on March 17,
2016, Moody's Investors Service downgraded the corporate family
rating (CFR) of Abengoa S.A. (Abengoa), and the senior unsecured
ratings at Abengoa, Abengoa Finance, S.A.U. and Abengoa
Greenfield, S.A., to Ca, from Caa3.  Moody's said the outlook on
the ratings remains negative.


SANTANDER DRIVE 2015-2: Moody's Raises Rating on E Notes to Ba1
---------------------------------------------------------------
Moody's Investor Services has upgraded 27 tranches and affirmed
an additional 53 tranches from Santander Drive Auto Receivables
Trust securitizations issued between 2011 and 2015.  The
securitizations are sponsored by Santander Consumer USA Inc.
(SCUSA).

The complete rating actions are:

Issuer: Santander Drive Auto Receivables Trust 2011-4

  Cl. D, Affirmed Aaa (sf); previously on Oct. 30, 2015, Affirmed
   Aaa (sf)
  Cl. E, Upgraded to Aa1 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-1

  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class E, Upgraded to Aa1 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-2

  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class E, Upgraded to Aa1 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-3

  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class E, Upgraded to Aa1 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-4

  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class E, Upgraded to Aa2 (sf); previously on Oct. 30, 2015,
   Upgraded to A1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-5

  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class E, Upgraded to Aa3 (sf); previously on Oct. 30, 2015,
   Upgraded to A2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-6

  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class E, Upgraded to Aa2 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2012-A

  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class E, Upgraded to Aa3 (sf); previously on Oct. 30, 2015,
   Upgraded to A1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2013-2

  Class B, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class E, Upgraded to Aa3 (sf); previously on Oct. 30, 2015,
   Upgraded to A2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2013-4

  Class B, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D, Upgraded to Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aa1 (sf)
  Class E, Upgraded to A2 (sf); previously on Oct. 30, 2015,
   Upgraded to A3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2013-5

  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class E Notes, Affirmed Aa3 (sf); previously on Oct. 30, 2015,
   Upgraded to Aa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2013-A

  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class D Notes, Upgraded to Aaa (sf); previously on Oct. 30,
   2015, Upgraded to Aa1 (sf)
  Class E Notes, Upgraded to A3 (sf); previously on Oct. 30,
   2015, Upgraded to Baa1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2014-2

  Class A-3 Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class D Notes, Upgraded to Aa1 (sf); previously on Oct. 30,
   2015, Upgraded to Aa2 (sf)
  Class E Notes, Upgraded to A3 (sf); previously on Oct. 30,
   2015, Upgraded to Baa1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2014-3

  Class A-3 Asset Backed Notes, Affirmed Aaa (sf); previously on
   Oct. 30, 2015, Affirmed Aaa (sf)
  Class B Asset Backed Notes, Affirmed Aaa (sf); previously on
   Oct. 30, 2015, Affirmed Aaa (sf)
  Class C Asset Backed Notes, Affirmed Aaa (sf); previously on
   Oct. 30, 2015, Affirmed Aaa (sf)
  Class D Asset Backed Notes, Upgraded to Aa1 (sf); previously on
   Oct. 30, 2015, Upgraded to Aa2 (sf)
  Class E Asset Backed Notes, Upgraded to A3 (sf); previously on
   Oct. 30, 2015, Upgraded to Baa1 (sf)

Issuer: Santander Drive Auto Receivables Trust 2014-4

  Class A-3 Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class D Notes, Upgraded to Aa2 (sf); previously on Oct. 30,
   2015, Upgraded to A1 (sf)
  Class E Notes, Upgraded to Baa1 (sf); previously on Oct. 30,
   2015, Upgraded to Baa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2014-5

  Class A-2-A Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class A-2-B Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class A-3 Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Affirmed Aaa (sf)
  Class C Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class D Notes, Upgraded to Aa3 (sf); previously on Oct. 30,
   2015, Upgraded to A1 (sf)
  Class E Notes, Upgraded to Baa1 (sf); previously on Oct. 30,
   2015, Upgraded to Baa3 (sf)

Issuer: Santander Drive Auto Receivables Trust 2015-2

  Class A-2-A Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class A-2-B Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class A-3 Notes, Affirmed Aaa (sf); previously on Oct. 30,
   2015, Affirmed Aaa (sf)
  Class B Notes, Affirmed Aaa (sf); previously on Oct. 30, 2015,
   Upgraded to Aaa (sf)
  Class C Notes, Upgraded to Aa1 (sf); previously on Oct. 30,
   2015, Upgraded to Aa3 (sf)
  Class D Notes, Upgraded to A2 (sf); previously on Oct. 30,
   2015, Upgraded to Baa1 (sf)
  Class E Notes, Upgraded to Ba1 (sf); previously on Oct. 30,
   2015, Affirmed Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2015-3

  Class A-2-A Notes, Affirmed Aaa (sf); previously on June 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class A-2-B Notes, Affirmed Aaa (sf); previously on June 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class A-3 Notes, Affirmed Aaa (sf); previously on June 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class B Notes, Upgraded to Aaa (sf); previously on June 26,
   2015, Definitive Rating Assigned Aa1 (sf)
  Class C Notes, Upgraded to Aa2 (sf); previously on June 26,
   2015, Definitive Rating Assigned Aa3 (sf)
  Class D Notes, Affirmed Baa2 (sf); previously on June 26, 2015,
   Definitive Rating Assigned Baa2 (sf)
  Class E Notes, Affirmed Ba2 (sf); previously on June 26, 2015,
   Definitive Rating Assigned Ba2 (sf)

Issuer: Santander Drive Auto Receivables Trust 2015-4

  Class A-2-A Notes, Affirmed Aaa (sf); previously on Aug. 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class A-2-B Notes, Affirmed Aaa (sf); previously on Aug. 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class A-3 Notes, Affirmed Aaa (sf); previously on Aug. 26,
   2015, Definitive Rating Assigned Aaa (sf)
  Class B Notes, Upgraded to Aaa (sf); previously on Aug. 26,
   2015, Definitive Rating Assigned Aa1 (sf)
  Class C Notes, Affirmed Aa3 (sf); previously on Aug. 26, 2015,
   Definitive Rating Assigned Aa3 (sf)
  Class D Notes, Affirmed Baa2 (sf); previously on Aug. 26, 2015,
   Definitive Rating Assigned Baa2 (sf)
  Class E Notes, Affirmed Ba2 (sf); previously on Aug. 26, 2015,
   Definitive Rating Assigned Ba2 (sf)

                        RATINGS RATIONALE

The upgrades mainly resulted from the build-up of credit
enhancement due to the sequential pay structures and non-
declining reserve accounts.  Except for the 2015-3 and 2015-4,
all outstanding transactions have also benefited from the
overcollateralization reaching target levels.  The lifetime
cumulative net loss (CNL) expectations for the 2014-4, 2014-5 and
2015-2 transactions were lowered to 14.00%, 14.00% and 15.00%
from 15.00%, 15.00% and 16.00% respectively.  The lowering of the
CNL expectations is due to the stable performance of the
underlying collateral.  The lifetime CNL expectations for all
remaining transactions remain unchanged and range between 11.00%
and 17.00%.

Below are key performance metrics (as of the February 2016
distribution date) and credit assumptions for the affected
transactions.  Credit assumptions include Moody's expected
lifetime CNL expectation, which is expressed as a percentage of
the original pool balance; Moody's lifetime remaining CNL
expectation and Moody's Aaa levels, which are expressed as a
percentage of the current pool balance.  The Aaa level is the
level of credit enhancement that would be consistent with a Aaa
(sf) rating for the given asset pool.  Performance metrics
include the pool factor, which is the ratio of the current
collateral balance to the original collateral balance at closing;
total credit enhancement, which typically consists of
subordination, overcollateralization, reserve fund and excess
spread per annum.

Issuer: Santander Drive Auto Receivables Trust 2011-4

  Lifetime CNL expectation -- 13.00%, prior expectation (October
   2015) -- 13.00%
  Lifetime Remaining CNL expectation -- 12.80%
   Aaa (sf) level -- 36.00%
  Pool factor -- 11.78%
  Total Hard credit enhancement - Class D Notes 57.46%, Class E
   Notes 31.98%
  Excess Spread per annum - Approximately 8.0%

Issuer: Santander Drive Auto Receivables Trust 2012-1

  Lifetime CNL expectation -- 11.75%, prior expectation (October
   2015) -- 11.75%
  Lifetime Remaining CNL expectation -- 8.51%
  Aaa (sf) level -- 36.00%
  Pool factor -- 12.70%
  Total Hard credit enhancement - Class D Notes 54.36%, Class E
   Notes 30.74%
  Excess Spread per annum - Approximately 8.5%

Issuer: Santander Drive Auto Receivables Trust 2012-2

  Lifetime CNL expectation -- 13.00%, prior expectation (October
   2015) -- 13.00%
  Lifetime Remaining CNL expectation -- 7.99%
  Aaa (sf) level -- 36.00%
  Pool factor -- 14.25%
  Total Hard credit enhancement - Class C Notes 113.24%, Class D
   Notes 57.10%, Class E Notes 29.03%
  Excess Spread per annum - Approximately 11.3%

Issuer: Santander Drive Auto Receivables Trust 2012-3

  Lifetime CNL expectation -- 14.00%, prior expectation (October
   2015) -- 14.00%
  Lifetime Remaining CNL expectation -- 9.96%
  Aaa (sf) level - 36.00%
  Pool factor -- 17.17%
  Total Hard credit enhancement - Class C Notes 96.53%, Class D
   Notes 44.12%, Class E Notes 26.65%
  Excess Spread per annum - Approximately 11.4%

Issuer: Santander Drive Auto Receivables Trust 2012-4

  Lifetime CNL expectation -- 13.50%, prior expectation (October
   2015) -- 13.50%
  Lifetime Remaining CNL expectation -- 9.83%
  Aaa (sf) level - 36.00%
  Pool factor -- 18.85%
  Total Hard credit enhancement - Class C Notes 89.28%, Class D
   Notes 41.53%, Class E Notes 25.61%
  Excess Spread per annum - Approximately 10.1%

Issuer: Santander Drive Auto Receivables Trust 2012-5

  Lifetime CNL expectation -- 14.00%, prior expectation (October
   2015) -- 14.00%
  Lifetime Remaining CNL expectation -- 10.80%
  Aaa (sf) level - 38.00%
  Pool factor -- 21.15%
  Total Hard credit enhancement - Class C Notes 75.28%, Class D
   Notes 38.64%, Class E Notes 24.46%
  Excess Spread per annum - Approximately 10.4%

Issuer: Santander Drive Auto Receivables Trust 2012-6

  Lifetime CNL expectation -- 11.00%, prior expectation (October
   2015) -- 11.00%
  Lifetime Remaining CNL expectation -- 9.12%
  Aaa (sf) level - 38.00%
  Pool factor -- 18.46%
  Total Hard credit enhancement - Class C Notes 84.05%, Class D
   Notes 42.08%, Class E Notes 25.83%
  Excess Spread per annum - Approximately 11.1%

Issuer: Santander Drive Auto Receivables Trust 2012-A

  Lifetime CNL expectation -- 13.00%, prior expectation (October
   2015) -- 13.00%
  Lifetime Remaining CNL expectation -- 9.32%
  Aaa (sf) level - 38.00%
  Pool factor -- 23.43%
  Total Hard credit enhancement - Class C Notes 69.42%, Class D
   Notes 36.35%, Class E Notes 23.54%
  Excess Spread per annum - Approximately 11.5%

Issuer: Santander Drive Auto Receivables Trust 2013-2

  Lifetime CNL expectation -- 13.00%, prior expectation (October
   2015) -- 13.00%
  Lifetime Remaining CNL expectation -- 10.89%
  Aaa (sf) level - 38.00%
  Pool factor -- 29.17%
  Total Hard credit enhancement - Class B Notes 99.00%, Class C
   Notes 57.86%, Class D Notes 39.00%, Class E Notes 21.86%
  Excess Spread per annum - Approximately 11.0%

Issuer: Santander Drive Auto Receivables Trust 2013-4

  Lifetime CNL expectation -- 13.50%, prior expectation (October
   2015) -- 13.50%
  Lifetime Remaining CNL expectation -- 12.29%
  Aaa (sf) level - 40.00%
  Pool factor -- 33.22%
  Total Hard credit enhancement - Class B Notes 88.75%, Class C
   Notes 52.63%, Class D Notes 36.07%, Class E Notes 21.02%
  Excess Spread per annum - Approximately 10.3%

Issuer: Santander Drive Auto Receivables Trust 2013-5

  Lifetime CNL expectation -- 13.50%, prior expectation (October
   2015) -- 13.50%
  Lifetime Remaining CNL expectation -- 13.23%
  Aaa (sf) level - 40.00%
  Pool factor -- 39.06%
  Total Hard credit enhancement - Class B Notes 84.38%, Class C
   Notes 53.52%, Class D Notes 38.29%, Class E Notes 25.10%
  Excess Spread per annum - Approximately 10.9%

Issuer: Santander Drive Auto Receivables Trust 2013-A

  Lifetime CNL expectation -- 13.50%, prior expectation (October
   2015) -- 13.50%
  Lifetime Remaining CNL expectation -- 13.84%
  Aaa (sf) level - 40.00%
  Pool factor -- 34.80%
  Total Hard credit enhancement - Class B Notes 85.39%, Class C
   Notes 50.91%, Class D Notes 35.11%, Class E Notes 20.75%
  Excess Spread per annum - Approximately 9.8%

Issuer: Santander Drive Auto Receivables Trust 2014-2

  Lifetime CNL expectation -- 14.00%, prior expectation (October
   2015) -- 14.00%
  Lifetime Remaining CNL expectation -- 15.34%
  Aaa (sf) level - 40.00%
  Pool factor -- 43.83%
  Total Hard credit enhancement - Class A Notes 97.68%, Class B
   Notes 70.53%, Class C Notes 43.04%, Class D Notes 32.31%,
   Class E Notes 20.56%
  Excess Spread per annum - Approximately 10.9%

Issuer: Santander Drive Auto Receivables Trust 2014-3

  Lifetime CNL expectation - 14.00%, prior expectation (October
   2015) -- 14.00%
  Lifetime Remaining CNL expectation -- 15.22%
  Aaa (sf) level - 40.00%
  Pool factor -- 49.69%
  Total Hard credit enhancement - Class A Notes 93.98%, Class B
   Notes 72.85%, Class C Notes 46.69%, Class D Notes 31.09%,
   Class E Notes 21.02%
  Excess Spread per annum - Approximately 10.7%

Issuer: Santander Drive Auto Receivables Trust 2014-4

  Lifetime CNL expectation - 14.00%, prior expectation (October
   2015) -- 15.00%
  Lifetime Remaining CNL expectation -- 15.08%
  Aaa (sf) level - 42.00%
  Pool factor -- 57.51%
  Total Hard credit enhancement - Class A Notes 83.50%, Class B
   Notes 65.24%, Class C Notes 42.65%, Class D Notes 29.17%,
   Class E Notes 20.48%
  Excess Spread per annum - Approximately 10.6%

Issuer: Santander Drive Auto Receivables Trust 2014-5

  Lifetime CNL expectation - 14.00%, prior expectation (October
   2015) -- 15.00%
  Lifetime Remaining CNL expectation -- 14.91%
  Aaa (sf) level - 42.00%
  Pool factor -- 62.58%
  Total Hard credit enhancement - Class A Notes 78.13%, Class B
   Notes 61.35%, Class C Notes 40.57%, Class D Notes 28.19%,
   Class E Notes 20.20%
  Excess Spread per annum - Approximately 10.9%

Issuer: Santander Drive Auto Receivables Trust 2015-2

  Lifetime CNL expectation - 15.00%, prior expectation (October
   2015) -- 16.00%
  Lifetime Remaining CNL expectation -- 16.80%
  Aaa (sf) level - 44.00%
  Pool factor -- 75.62%
  Total Hard credit enhancement - Class A Notes 69.24%, Class B
   Notes 53.70%, Class C Notes 36.51%, Class D Notes 26.26%,
   Class E Notes 19.64%
  Excess Spread per annum - Approximately 11.4%

Issuer: Santander Drive Auto Receivables Trust 2015-3

  Lifetime CNL expectation -- 17.00%, original expectation (June
   2015) -- 17.00%
  Lifetime Remaining CNL expectation -- 19.00%
  Aaa (sf) level - 49.00%
  Pool factor -- 80.96%
  Total Hard credit enhancement - Class A Notes 66.22%, Class B
   Notes 51.27%, Class C Notes 35.22%, Class D Notes 25.65%,
   Class E Notes 19.47%
  Excess Spread per annum - Approximately 11.2%

Issuer: Santander Drive Auto Receivables Trust 2015-4

  Lifetime CNL expectation - 17.00%, original expectation (August
   2015) -- 17.00%
  Lifetime Remaining CNL expectation -- 18.70%
  Aaa (sf) level - 49.00%
  Pool factor -- 86.89%
  Total Hard credit enhancement - Class A Notes 62.52%, Class B
   Notes 48.59%, Class C Notes 33.63%, Class D Notes 24.71%,
   Class E Notes 18.95%
  Excess Spread per annum - Approximately 11.2%

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Auto Loan- and Lease-Backed ABS"
published in December 2015.

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

                                Up

Levels of credit protection that are greater than necessary to
protect investors against current expectations of loss could lead
to an upgrade of the rating.  Moody's current expectations of
loss may be better than its original expectations because of
lower frequency of default by the underlying obligors or
appreciation in the value of the vehicles that secure the
obligor's promise of payment.  The US job market and the market
for used vehicle are primary drivers of performance.  Other
reasons for better performance than Moody's expected include
changes in servicing practices to maximize collections on the
loans or refinancing opportunities that result in a prepayment of
the loan.

                               Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could lead to a
downgrade of the ratings.  Moody's current expectations of loss
may be worse than its original expectations because of higher
frequency of default by the underlying obligors of the loans or a
deterioration in the value of the vehicles that secure the
obligor's promise of payment.  The US job market and the market
for used vehicle are primary drivers of performance.  Other
reasons for worse performance than Moody's expected include poor
servicing, error on the part of transaction parties, lack of
transactional governance and fraud.


SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Cl. C Notes
--------------------------------------------------------------
DBRS Ratings Limited has taken the following rating actions on
the bonds issued by FTA, Santander Hipotecario 7 (the Issuer):

-- Series A notes confirmed at AA (high) (sf);
-- Series B notes confirmed at CCC (sf);
-- Series C notes confirmed at C (sf).

The confirmation of the ratings of the Series A, Series B and
Series C notes is based on the following analytical
considerations, as described more fully below:

-- Portfolio performance, in terms of delinquencies and
    defaults, as of the December 2015 payment date.
-- Updated portfolio default rate, loss given default (LGD) and
    expected loss assumptions for the remaining collateral pool.
-- Incorporation of a sovereign-related stress component in the
    rating analysis to address the impact of macroeconomic
    variables on collateral performance given the long-term
    foreign and local currency rating of A (low) for the Kingdom
    of Spain.
-- Current available credit enhancement to the Series A notes to
    cover the expected losses at the AA (high) (sf) rating level,
    and to the Series B notes to cover the expected losses at the
    CCC (sf) rating level. The Series C notes were issued to fund
    the reserve fund and are in a first loss position supported
    only by available excess spread.

FTA, Santander Hipotecario 7 is a securitization of Spanish prime
residential mortgage loans originated and serviced by Banco
Santander SA (Santander). The transaction follows the Spanish
Securitisation Law and closed in July 2011.

The transaction is performing within DBRS's expectations. As of
December 2015, the cumulative default ratio (as a percentage of
the original balance of the portfolio) stands at 2.83%. The 90+
delinquency ratio as a percentage of the performing balance of
the portfolio remained stable over the year and is currently at
0.92%.

The Series A notes are supported by the subordination of the
Series B notes and Reserve Fund, which is available to cover
senior fees, interest and principal of the Series A and B notes.
The Series B notes are solely supported by the Reserve Fund. As
of the December payment date, Series A and B notes credit
enhancement was at 32.52% and 3.46% respectively. The Series C
notes will be repaid according to the Reserve Fund amortization.

The reserve fund is able to amortise once it has reached 10% of
the Outstanding Balance of the Series A and B notes, maintaining
such percentage until the Reserve Fund reaches the floor of
1.767% of the initial amount of the Series A and B notes. The
Reserve Fund is currently at EUR42.9 million, below the target of
EUR63.6 million.

Santander acts as Account Bank (as holder of the Treasury
Account) for this transaction. The DBRS Long Term Critical
Obligations Rating of Santander of A (high) complies with the
Minimum Institution Rating given the rating assigned to the
Series A notes, as described in DBRS's "Legal Criteria for
European Structured Finance Transactions" methodology.


SANTANDER HIPOTECARIO 8: DBRS Confirms Series C Notes Rating at C
-----------------------------------------------------------------
DBRS Ratings Limited (DBRS) taken the following rating actions on
the bonds issued by FTA, Santander Hipotecario 8 (the Issuer):

-- Series A notes confirmed at AAA (sf);
-- Series B notes confirmed at CCC (sf);
-- Series C notes confirmed at C (sf).

The confirmation of the ratings of the Series A, Series B and
Series C notes is based on the following analytical
considerations, as described more fully below:

-- Portfolio performance, in terms of delinquencies and
    defaults, as of the February 2016 payment date.

-- Updated portfolio default rate, loss given default (LGD) and
    expected loss assumptions for the remaining collateral pool.

-- Incorporation of a sovereign-related stress component in the
    rating analysis to address the impact of macroeconomic
    variables on collateral performance given the long-term
    foreign and local currency rating of A (low) for the Kingdom
    of Spain.

-- Current available credit enhancement to the Series A notes to
    cover the expected losses at the AAA (sf) rating level, and
    to the Series B notes to cover the expected losses at the CCC
    (sf) rating level. The Series C notes were issued to fund the
    reserve fund and are in a first loss position supported only
    by available excess spread.

FTA, Santander Hipotecario 8 is a securitization of Spanish prime
residential mortgage loans originated and serviced by Banco
Santander SA (Santander). The transaction follows the Spanish
Securitisation Law and closed in December 2011.

The transaction is performing within DBRS's expectations. As of
February 2016, the cumulative default ratio (as a percentage of
the original balance of the portfolio) stands at 3.76%. The 90+
delinquency ratio as a percentage of the performing balance of
the portfolio remained stable over the year and is currently at
1.14%.

The Series A notes are supported by the subordination of Series B
notes and Reserve Fund, which is available to cover senior fees,
interest and principal of the Series A and B notes. The Series B
notes are solely supported by the Reserve Fund. As of the
February payment date, Series A and B notes credit enhancement
was at 31.03% and 1.35% respectively. The Series C notes will be
repaid according to the Reserve Fund amortization.

The reserve fund is able to amortize once it has reached 10% of
the Outstanding Balance of the Series A and B notes, maintaining
such percentage until the Reserve Fund reaches the floor of
1.756% of the initial amount of the Series A and B notes. The
Reserve Fund is currently at EUR7.3 million, below the target of
EUR28.1 million.

Santander acts as Account Bank (as holder of the Treasury
Account) for this transaction. The DBRS Long Term Critical
Obligations Rating of Santander of A (high) complies with the
Minimum Institution Rating given the rating assigned to the
Series A notes, as described in DBRS's "Legal Criteria for
European Structured Finance Transactions" methodology.



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


UKRAINIAN RAILWAY: Fitch Assigns 'C' FC Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn the State Administration of Railways
Transport of Ukraine's (Ukrzaliznytsia) ratings including its
Long-term foreign currency Issuer Default Rating (IDR) of 'C' and
Long-term local currency IDR of 'RD' (Restricted Default).

This follows the reorganization of Ukrzaliznytsia into Public
Joint Stock Company Ukrainian Railway (Ukrainian Railway).
Accordingly, Fitch will no longer provide ratings for
Ukrzaliznytsia.

Simultaneously Fitch has assigned Ukrainian Railway a Long-term
foreign currency IDR of 'C', and a Long-term local currency IDR
of 'RD'.

KEY RATING DRIVERS

Ukrainian Railway is a legal successor of Ukrzaliznytsia, the
country's six regional railway enterprises and other railway
transport enterprises (collectively Ukrzaliznytsia Group), which
were merged as a result of the reorganization as part of
Ukraine's railway transportation reform for 2010-2019. Following
the reorganization Fitch has withdrawn the ratings of
Ukrzaliznytsia and assigned ratings to the new entity Ukrainian
Railway, using the same credit-linked public-sector entity (PSE)
approach as per Fitch's PSEs rating criteria.

Ukrainian Railway, a new 100% public state-owned joint stock
company, commenced its operations on 1 December 2015. It takes
over all financial, legal and operating responsibilities from
Ukrzaliznytsia Group. This includes Ukrzaliznytsia's $US500m
Eurobonds due 2018 structured via Shortline Plc loan
participation notes (LPN), and other outstanding debt of
Ukrzaliznytsia Group.

Fitch views Ukrainian Railway as a credit-linked PSE to its
sponsor, Ukraine (CCC/C/CCC) and has judged "control" from and
"strategic importance" for the Ukrainian government as "stronger"
according to its PSE criteria notching guidelines. This reflects
the company's strategic role in the national railways system and
its strong legal links with the Ukrainian government, which has
approval powers on all strategic decisions, including top
management appointment, tariff setting, investment and debt
planning.

Ukrainian Railway will remain a strategically important
transportation company and will continue to manage the national
railway infrastructure, and provide dispatching, passenger
transportation (long-distance and suburban), and dominant freight
services.

"Legal status" and "integration" with the sponsor have been
assessed as "mid-range" as the company has lost its state
administration status and now operates as 100% state-owned public
joint stock company and there is no plan for its privatization.
The company has its own budget, which is separate from that of
the state and its debt is not consolidated with state debt.

Ukrainian Railway has been drawn into the restructuring of
Ukraine's foreign currency debt, through the forthcoming exchange
of part of the company's foreign debt, its $US500m Eurobonds due
2018. This takes place despite lack of ongoing subsidies from the
sponsor yet it highlights the interconnected credit quality
between Ukrainian Railway and the sovereign. This sovereign drag
on Ukrainian Railway's finances has therefore led to the foreign
currency IDR being two notches below that of the sovereign, which
emerged from default in May 2015.

The assignment of the foreign currency IDR at 'C' (default is
imminent or inevitable), reflects the forthcoming exchange of the
$US500m Eurobonds due 2018. In Fitch's view, the restructuring
will lead to a material reduction in terms (including extension
of maturity) compared with the original contractual terms of the
entity's financial obligations. (See Fitch: Ukrzaliznytsia's
Eurobond Restructuring Terms Meet Distressed Debt Exchange
Criteria dated 11 December 2015).

The 'Restricted Default' on the local currency IDR reflects a
failure to make principal payments under certain bilateral loan
agreements with Ukrainian lenders and that the company is
currently restructuring these domestic liabilities.

RATING SENSITIVITIES
The Long-term foreign currency IDR would be downgraded to 'RD'
upon completion of restructuring in respect of the $US500m
Eurobonds due 2018 and subsequently re-rated to reflect the
company's post-exchange credit profile.

Fitch will also review and re-rate the company's local currency
IDR and National Long-term rating once the company has completed
its domestic debt restructuring and information is available on
its post-restructuring credit profile.

The company is likely to remain credit-linked to the Ukrainian
sovereign.

The rating actions are as follows:

State Administration of Railways Transport of Ukraine

Long-term foreign currency IDR 'C' withdrawn
Long-term local currency IDR 'RD' withdrawn
National Long-term rating 'RD(ukr)' withdrawn
Short-term foreign currency IDR 'C' withdrawn

Public Joint Stock Company "Ukrainian Railway"

Long-term foreign currency IDR assigned at 'C'
Long-term local currency IDR assigned at 'RD'
National Long-term rating assigned at 'RD(ukr)'
Short-term foreign currency IDR assigned at 'C'


UKRINBANK PJSC: NBU Revokes License, Starts Liquidation Procedure
-----------------------------------------------------------------
Interfax-Ukraine reports that the National Bank of Ukraine on
March 22, under a proposal of the Individuals' Deposit Guarantee
Fund, decided to remove the banking license of PJSC Ukrinbank and
liquidate the bank.

According to Interfax-Ukraine, NBU said that Ukrinbank on
October 1, 2015 was placed on the list of troubled banks.  The
bank violated an instantaneous liquidity requirement in September
2015, Interfax-Ukraine recounts.  The bank submitted a financial
readjustment plan, Interfax-Ukraine relays.  The plan envisaged
the attraction of UAH500 million in equivalent from an investor
and restoration of liquidity, Interfax-Ukraine discloses.  The
bank did not receive the investor's funds, Interfax-Ukraine
states.

The bank was placed to the list of insolvent banks, Interfax-
Ukraine relates.  The Deposit Guarantee Fund introduced temporary
administration on December 24, 2015, Interfax-Ukraine recounts.

According to Interfax-Ukraine, the fund scheduled the bank
liquidation procedure for the period of March 23, 2016 through
March 22, 2018.

Iryna Bila has been appointed a liquidator of the bank,
Interfax-Ukraine says.

Ukrinbank was founded in 1989.  Ukrinbank ranked 27th among 123
operating banks in the country on October 1, 2015 by total assets
(UAH5.832 billion), according to the NBU.



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


POLESTAR: In Rescue Talks, Taps PwC to Carry Out Pre-Pack
---------------------------------------------------------
Mark Kleinman at Sky News reports that Polestar is in advanced
talks about a financial restructuring following months of
uncertainty about its future.

Sky News has learnt that the directors of Polestar, which was
once owned by the disgraced late tycoon Robert Maxwell, have
appointed PricewaterhouseCoopers to carry out a pre-pack
administration.

A deal was being finalized on March 22 and sources said it could
be announced as soon as March 23, Sky News relates.

The precise terms of the pre-pack -- where a business enters
administration with a buyer already lined up for its assets --
were unclear, although Swedish investor Proventus Capital
Partners is expected to emerge from it as Polestar's controlling
shareholder, Sky News notes.

According to Sky News, it is unclear whether any jobs would
remain at risk following Polestar's emergence from the pre-pack
administration process, but one insider said the company would
have "a clearer future" if it is successfully completed.

Polestar is the printer of magazines including the Radio Times
and Private Eye.


UNLIMITED SPORTS: JD Sports to Take Over Perry Sport, Aktiesport
----------------------------------------------------------------
DutchNews.nl, citing NRC newspaper, reports that some bankrupt
Perry Sport and Aktiesport shops will be taken over by the
British chain JD Sports.

Receivers for the bankrupt parent company of the Dutch shops,
Unlimited Sports Group (USG), announced the takeover on March 23,
DutchNews.nl relays.

It is not clear how many outlets will be restarted, but it is
expected to be "in the tens", DutchNews.nl notes.

The receivers have been in exclusive talks with JD Sports since
March 18, and although the agreement must be approved by the ACM
regulatory authority, it is expected that many of the 2,500 jobs
at risk will be saved, DutchNews.nl relates.

According to DutchNews.nl, one of the receivers, Toni van Hees,
is reportedly pleased to have found a 'good buyer' for the shops
so quickly.

In 2014, annual accounts when it went to a consortium of
Rabobank, DZ Bank, ING and Deutsche Bank to borrow EUR88 billion,
DutchNews.nl discloses.  Bank creditors are expected to be
recompensed with a significant portion of the JD Sports deal,
DutchNews.nl says.

It is not known how much JD Sports will pay for the takeover, but
the stores will add to 16 that it already has in the Netherlands,
DutchNews.nl states.

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


                            *********

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

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

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


                            *********


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

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

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

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

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

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


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