TCREUR_Public/160406.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Wednesday, April 6, 2016, Vol. 17, No. 067


                            Headlines


G E O R G I A

GEORGIAN OIL: S&P Assigns 'B+' Long Term Rating to Proposed Bond
GEORGIAN OIL: Fitch Assigns 'BB-(EXP)' Rating to Upcoming Notes


G E R M A N Y

KION GROUP: Moody's Raises CFR to Ba1, Outlook Changed to Stable
KIRCHMEDIA GMBH: Breuer to Pay EUR3.2MM to Settle Dispute
RHEINMETALL AG: Moody's Changes Outlook on Ba1 CFR to Stable


G R E E C E

FRIGOGLASS SAIC: Major Shareholder Provides EUR30 Million Loan
GREECE: Bailout Talks Continue Amid WikiLeaks Controversy


I R E L A N D

JAZZ SECURITIES: Moody's Says FDA Approval No Impact on Ba3 CFR
PETROCELTIC INT'L: Court to Hear Examinership Petition on April 8


I T A L Y

AGRI SECURITIES 2008: Fitch Hikes Class B Notes Rating to 'BBsf'
LKQ ITALIA: S&P Assigns 'BB' Rating to EUR500MM Sr. Unsec. Notes


L U X E M B O U R G

SAMSONITE INTERNATIONAL: S&P Assigns 'BB' CCR, Outlook Stable


N E T H E R L A N D S

DRYDEN 39 EURO: S&P Affirms B- Rating on Class F Notes
X5 RETAIL: Fitch Affirms 'BB' Long-Term Issuer Default Ratings


N O R W A Y

TELLER A/S: Fitch Cuts Long-term Issuer Default Rating to 'BB-'


P O R T U G A L

NOVO BANCO: Asset Managers Sue Portuguese Central Bank


R O M A N I A

ASTRA ASIGURARI: Liquidator Submits Creditors' List to Court


R U S S I A

O'KEY'S BOND: Fitch Rates Upcoming RUB5 Billion Bond 'B+(EXP)'
SUMITOMO JSC: S&P Affirms Then Withdraws 'BB+/B' CCRs


S P A I N

CATALUNYA BANC: Moody's Puts Ba2 Rating on Review for Upgrade


S W I T Z E R L A N D

GATEGROUP HOLDING: S&P Affirms 'BB-' CCR, Outlook Still Positive


U N I T E D   K I N G D O M

NORWOOD PARTITION: Brought Out of Administration
PACKS OF CARD: Sold After Entering Liquidation
SOHO HOUSE: Moody's Lowers CFR to Caa2, Outlook Negative
TATA STEEL: Sanjeev Gupta to Discuss Rescue Deal with Gov't
TOWD POINT 2016-GRANITE1: S&P Gives F-Prelim B Rating to G Debt

VEDANTA RESOURCES: S&P Affirms 'B' CCR, Outlook Stable


                            *********



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G E O R G I A
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GEORGIAN OIL: S&P Assigns 'B+' Long Term Rating to Proposed Bond
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' long-term rating to a proposed bond to be issued by Georgian
Oil and Gas Corporation JSC (B+/Negative/B).

The new bond will refinance most of the existing $250 million bond
due 2017.  S&P assumes that, when issued, all key conditions of
the proposed bond will match those of the bond outstanding.  The
rating is subject to S&P's analysis of the final documentation.


GEORGIAN OIL: Fitch Assigns 'BB-(EXP)' Rating to Upcoming Notes
---------------------------------------------------------------
Fitch Ratings has assigned JSC Georgian Oil and Gas Corporation's
(GOGC, BB-/Stable) upcoming notes an expected senior unsecured
'BB-(EXP)' rating.  "We expect GOGC to use the notes proceeds for
refinancing. The assignment of the final rating is contingent upon
the receipt of final bond documentation by Fitch."

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

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

KEY RATING DRIVERS

Ratings Aligned with Sovereign's

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

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

Gas Supply Contract Revision

GOGC is likely to reduce average gas purchase costs and increase
available gas import volumes as a result of a new contract with
the State Oil Company of the Azerbaijan Republic (SOCAR,
BB+/Negative) concluded in March 2016.

According to the amended SOCAR sales and purchase agreement, GOGC
will be able to purchase up to 350 million cubic metres (mmcm) of
natural gas at flexible prices dependent on prices of several oil
products. After 350 mmcm is imported by GOGC, SOCAR will be
obliged to provide up to 200 mmcm of gas to households and the
energy sector of Georgia, if necessary. Following the supply of
350 and 200 mmcm mentioned above, GOGC will have an option to buy
an additional 200 mmcm of gas from SOCAR at $US186 per thousand
cubic metres (mcm). The new contract replaces the agreement that
provided for purchase of up to 350 mmcm of gas from SOCAR at fixed
$US186/mcm.

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

"As a result of the gas supply margin squeeze, GOGC's gross income
from the gas supply segment declined to GEL37 million in 2015 from
GEL54 million in 2012, while gross income from other segments rose
to GEL121 million from GEL67 million over the same period. We
assume that the subsidies will be reduced in 2017-2018 and Georgia
will import gas at a lower average price in the future following
the SOCAR gas supply contract revision. We estimate that GOGC's
gas supply absolute margins will grow in 2016-2019 and average at
$US26/mcm, in contrast to the average of $US10/mcm that we
calculated before the gas supply agreement was revised. We assume
that Brent oil price, which drives flexible gas purchase prices
under the new contact, will average $US50 per barrel in 2016-
2019," Fitch said.

Leverage Depends on Investments

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

"As Georgia currently has no gas storage facilities, we assume
this project would be strategic for the government, and would
further strengthen GOGC's ties with the sovereign. We expect that
the cost before value added tax of the new power plant will amount
to $US190m, to be spread over 2016-2017, while the gas storage
project will require around $US230 million of investments in 2017-
2020. We assess that GOGC will be able to make the investments as
scheduled by management and maintain financial leverage
commensurate with our guidance due to higher expected gas supply
margins. The government guarantees related to the return on these
two projects or other forms of state support have not yet been
established, but GOGC expects the new power plant project that
will start in 2016 will have a state-guaranteed IRR," Fitch said.

Power Plant Put into Operation

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

"PF fully repaid the loan in September 2015 to improve GOGC's
liquidity profile. In our forecasts for GOGC, we incorporate 100%
of future cash flows from Gardabani CCPP, but exclude interest and
principal repayments from the project SPV. Gardabani CCPP will
start paying dividends to its shareholders in 2027 after it repays
the loan taken from GOGC. The power plant has the status of
guaranteed capacity provider and will receive a regulated revenue
stream with an IRR of 12.5% over asset life guaranteed by the
government. We expect that Gardabani CCPP's annual gross profit
will range between $US30 million and $US40 million in 2016-2019,"
Fitch said.

'B+' Standalone Profile

"We assess GOGC's standalone profile as commensurate with a 'B+'
rating, supported by the contractual nature of GOGC's revenues.
The company's gross income from pipeline rental, oil
transportation and power generation is fairly predictable, and it
will amount to roughly 80% of GOGC's total gross income in 2016
(defined as revenue less gas purchase costs), according to Fitch's
estimates," Fitch said.

"GOGC's gross leverage was broadly equal to 4.0x EBITDA in 2012-
2014, in line with Fitch's guidance for a standalone rating in the
upper 'B' category, but increased to 4.9x in 2015 due to the
benefit of GEL depreciation on GOGC's income not being fully felt
(but will only be seen in 2016 assuming a broadly stable average
$US/GEL rate) and weaker EBITDA from gas supply operations. We
currently forecast that the company's gross leverage will remain
close to 4.0x in 2016-2017, before falling to below 3.0x in 2018
after GOGC's second power plant is commissioned. Ultimately, the
credit metrics will depend on the size and timing of the company's
investment plans. However, we conservatively assume that the
increase in gas sale tariffs will be less steep than expected by
GOGC, e.g. we assume gas sale prices to be on average $US9/mcm
lower than the company's forecast prices in 2018-2019."

GOGC may sell a minority stake in its gas storage project to SOCAR
to reduce risks and cash outflow on investments; however, this
scenario is not included in our base case.

Size and Capex Constrain Ratings

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

Receivables Growth Damages Cashflow

"GOGC's cashflow from operations (CFO) slumped to GEL4 million in
2015 from GEL80 million in 2014, primarily due to higher accounts
receivable balance that reached GEL181m at December 31, 2015, up
from GEL70 million a year earlier. The balance from SGEI accounted
for around GEL143 million of GOGC's receivables at end-2015. As
SGEI pays an annualized interest of LIBOR+16% on the payables to
GOGC related to natural gas supply operations, we expect that SGEI
will significantly reduce the amount owed to GOGC over 2016.
SGEI's obligations arising from natural gas purchases from GOGC
are guaranteed by SOCAR."

KEY ASSUMPTIONS

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

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

-- Gas supply obligations of GOGC for households and power
    generation will not exceed the amount of gas available to the
    company through existing contracts.

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

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

-- Investment in the gas storage facility of $US230m in 2017-
    2020; the facility begins generating income after 2020.

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

-- Total capex averaging GEL290 million in 2016-2019.

-- Dividend payout ratio equal to 35%.

RATING SENSITIVITIES

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

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

Negative: Future developments that may result in negative rating
action include:

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

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

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

LIQUIDITY

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

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



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KION GROUP: Moody's Raises CFR to Ba1, Outlook Changed to Stable
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Kion Group AG to Ba1 from Ba2 as well as its probability of
default rating (PDR) to Ba1-PD from Ba2-PD.  Concurrently, Moody's
has changed the outlook on the ratings to stable from positive.

                        RATINGS RATIONALE

The rating action primarily reflects KION's ongoing deleveraging,
supported by a continued strong operating performance during the
last year, which Moody's expects to continue into 2016.  In 2015
KION outperformed its markets, with revenue growth of 9%.
However, despite this growth, its profitability has remained
broadly flat at around 9.5% Moody's adjusted EBITA margin, to some
extent negatively influence by the "Strategy 2020" implementation
investments.  The EBITDA expansion together with a release of
working capital brought KION's free cash flow to a record level
(around EUR250 million, as adjusted by Moody's), which was
partially used for further debt reduction.  As such, Moody's
adjusted debt/EBITDA improved to 2.7x in 2015 from 2.9x in 2014.

The rating action also recognizes KION's successful implementation
of a new financing structure announced in February 2016.  The
transaction included an early repayment of the expensive pre-IPO
6.75% high yield bond of EUR450 million, thus enabling substantial
interest savings that KION estimates at around EUR30 million for
2015 on pro-forma basis.  This will benefit both its interest
cover ratio as well as free cash flow generation going forward.

Moody's believes that KION can continue to grow organically even
in 2016, however at a slower pace than in 2015, primarily owing to
its strong position in the key Western European countries that
continue to grow beyond replacement demand on the back of more
sophisticated logistic processes and rising E-commerce.  The
rating agency also expects that the "Strategy 2020" investments
spent in the last two years will help to improve profitability,
with Moody's adjusted EBITA margins trending towards 10% in 2016.
This should support further material free cash flow generation
that could be used for acquisitions or debt reduction.  Assuming
no debt-funded growth, this could lead to Moody's adjusted
debt/EBITDA towards below 2.5x in 2016, positioning KION strongly
in the Ba1 rating category.

Notwithstanding management's intention to maintain conservative
financial policies, in a lower growth environment Moody's believes
that KION could undertake debt-funded acquisitions to support
growth and strengthen its market position in a consolidating
industry.  However, the Ba1 rating currently enjoys a comfortable
cushion for debt-funded external growth up to around EUR1 billion
and the rating agency also expects that larger deals could be co-
financed with equity.  In general, Moody's tolerates a period of
weaker credit metrics following a debt-funded acquisition,
provided deleveraging plans in a horizon of 12-18 months appear
realistic.

                   RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that KION will be
able to further improve its Moody's adjusted EBITA margin towards
10% and Moody's adjusted debt/EBITDA towards below 2.5x in 2016.
Given the solid positioning of KION in the Ba1 rating category, a
continued positive development of KION's operating performance in
a challenging environment with growing uncertainties could build
positive rating pressure.

                WHAT COULD MOVE THE RATINGS UP/DOWN

Upward pressure on the ratings would develop if KION were to
demonstrate the ability to sustain double digit Moody's adjusted
EBITA margin (9.4% in 2015) and further build a track record of
conservative financial policies, with Moody's adjusted debt/EBITDA
sustainably below 2.5x (2.7x), while maintaining meaningful free
cash flow generation through the cycle.  Downward pressure might
develop on the ratings if KION were to employ more aggressive
financial policies, as exemplified by debt/EBITDA above 3.0x on a
sustainable basis.  Moody's would also consider a downgrade, if
there is an evidence of permanent erosion of KION's profitability
and sustained negative free cash flow.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Headquartered in Wiesbaden, Germany, KION supplies forklift
trucks, warehouse trucks and associated services and solutions for
logistics, warehouse management and automation.  The group holds
the market-leading position in Europe and in most of the other
markets it operates in and it ranks second on a global basis.  In
2015, through its seven brands KION generated revenues of around
EUR5.1 billion with a workforce of around 23,500 employees.  KION
is publicly listed company with market capitalization of around
EUR5 billion as of March 23, 2016.  Its largest shareholder is
Chinese engineering group Weichai Power (unrated), holding around
38% stake as of December 2015, with remainder being largely in
free float.


KIRCHMEDIA GMBH: Breuer to Pay EUR3.2MM to Settle Dispute
---------------------------------------------------------
James Shotter at The Financial Times reports that Rolf Breuer,
Deutsche Bank's former chief executive, has agreed to pay his
previous employer EUR3.2 million over an interview he gave in 2002
which triggered a costly legal dispute with the estate of the
media tycoon, Leo Kirch.

Two years ago, Deutsche Bank paid EUR928 million to the heirs of
Mr. Kirch, who died in 2011, to settle a 12-year legal battle over
the bank's alleged role in the collapse of his media empire in
Germany, the FT recounts.

Mr. Kirch had long claimed that Deutsche Bank was in part
responsible for his media group's demise after Mr. Breuer
questioned the company's financial health in a television
interview with Bloomberg in 2002, the FT relays.  Deutsche Bank
always denied the allegations, the FT notes.

According to the FT, in documents released on March 31, Deutsche
Bank spelt out the details of proposed settlements with
Mr. Breuer and a group of insurers that covered the bank's top
staff.  The settlements must be approved by shareholders at the
bank's annual meeting on May 19, the FT discloses.

Deutsche Bank, as cited by the FT, said that it had sought damages
from Mr. Breuer in relation to his interview with Bloomberg, but
that he rejected the bank's claims and held that he "did not
breach his duties as management board spokesman, nor cause
compensable damages as a result".

To resolve the dispute, Mr. Breuer will pay the bank EUR3.2
million "without precedent or acknowledgment of a legal duty due
to or in connection with the Bloomberg interview", the FT states.
In exchange, Deutsche Bank will drop its claims against
Mr. Breuer, the FT says.

                        About KirchMedia

Headquartered in Ismaning, Germany, KirchMedia GmbH --
http://www.kirchmedia.de/-- was the country's second largest
media company prior to its insolvency filing in June 2002.  The
firm's collapse, caused by a US$5.7 billion debt incurred during
an expansion drive, was Germany's biggest since World War II.
Taurus Holding is the former holding company for the Kirch
group.  The case is docketed under Case No. 14 HK O 1877/07 at
the Regional Court of Munich.


RHEINMETALL AG: Moody's Changes Outlook on Ba1 CFR to Stable
------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on Rheinmetall AG's Ba1 Long-Term Corporate Family Rating,
Ba1-PD Probability of Default Rating, NP Short Term issuer rating
and commercial paper rating, and the Ba1 senior unsecured rating.
At the same time, Moody's has affirmed these ratings.

                         RATINGS RATIONALE

The change in outlook to stable from negative reflects a marked
improvement in Rheinmetall's 2015 credit metrics to levels deemed
more appropriate for its Ba1 rating owing to its stronger
operating performance in 2015 and the EUR230 million gross equity
proceeds it raised in November 2015.  Moody's also expects that
this improved financial profile will remain supported by more
stable future earnings and a strengthening of free cash flow (FCF)
in the short to medium-term.

In particular, Moody's forecasts that Rheinmetall's RCF to net
debt will remain comfortably in excess of 15% and that debt/EBITDA
will be below 4.0x over the short to medium-term.  Moody's also
expects Rheinmetall will begin to generate positive FCF in 2016.
In 2015 RCF to net debt was 24.5% (15.3% in 2014), gross adjusted
debt to EBITDA was 4.2x (6.1x in 2014) and FCF was -EUR27 million.
This FCF generation was somewhat lower than the breakeven to
moderately positive FCF Moody's had anticipated, but represented a
clear improvement relative to the -EUR171 million cash outflow in
2014.

Moody's expects Rheinmetall's future earnings to benefit from
continuing favorable dynamics in its Automotive business and an
ongoing turnaround in its Defense segment, which Moody's believes
is key to Rheinmetall's rating.  Margins of the company's Defense
business remain weak at around 3.5% on a reported basis, and
currently provide minimal headroom to sustain further operational
difficulties, pricing pressures or a downturn.  While the
Automotive division has been relatively robust in recent years and
has been able to offset earning pressures in Defense, the
Automotive supplier business can be cyclical too and in the more
medium-term, this could lead to more volatile earnings.  In
Moody's view, improvements in Defense are expected to be dependent
on the successful execution of key large upcoming contracts.

Rheinmetall's ratings continue to reflect the competitive strength
of the company's two business segments, and the company's still
strong overall order backlog of EUR6.9 billion (2014:
EUR6.9billion), which provides a degree of revenue visibility.

The EUR230 million equity raise in November 2015, was intended to
finance Rheinmetall's growth strategy as well as strengthen the
company's financial position.  However, Moody's expects that
Rheinmetall will continue to pursue a conservative financial
policy and that this limits the risk that significant debt-funded
acquisitions will lead to a deterioration in credit metrics,
materially in excess of our triggers for negative rating action.

Rheinmetall's ratings also benefit from the company's good
liquidity profile, including its currently strong ability to cover
short-term debt maturities and relatively well-spread debt-
maturity profile.  Moody's positively views the company's
proactive approach to liquidity, which led to the early renewal
and extension to 2020 of its EUR500 million syndicated credit
facility in September 2015.  Moody's expects Rheinmetall will take
a prudent approach in terms of the timely refinancing of its
EUR500 million bond, due September 2017.  Maintaining a sufficient
level of liquidity is considered especially important for
Rheinmetall given the seasonality of the business and the
company's highly volatile swings in working capital.

                            RATING OUTLOOK

The stable rating outlook reflects Rheinmetall's improving earning
fundamentals, including signs of a recovery in the company's
defense business.  This is expected to support credit metrics
considered commensurate for the Ba1 rating in the short to medium-
term.  Rheinmetall's conservative financial policy, limited
unadjusted net financial debt and good liquidity profile are
additional factors supporting the stable outlook.

                   WHAT COULD CHANGE THE RATING-UP

Positive rating pressure could result from Rheinmetall's ability
to improve RCF to net debt to around 25% and reduce debt/EBITDA to
around 3.0x.  Moody's would also expect Rheinmetall to generate
greater positive FCF to at least around 5% FCF/debt, supported by
solid medium-term earning dynamics in both the automotive and
defense divisions.  However, Moody's recognizes that Rheinmetall
tends to maintain a degree of excess cash on balance sheet and
therefore, we would always consider gross leverage metrics in the
context of Rheinmetall's cash balances.

                 WHAT COULD CHANGE THE RATING-DOWN

Negative rating pressure could result from either a weakening in
operating performance and/or acquisitions leading to a sustainable
deterioration in RCF to net debt of below 15%, and debt/EBITDA to
in excess of 4.0x.  However, Moody's recognizes that Rheinmetall
tends to maintain a degree of excess cash on balance sheet and
that the rating agency would always consider any increase in
leverage in the context of Rheinmetall's cash balances.

                      STRUCTURAL CONSIDERATIONS

The Ba1 rating (LGD 4) assigned to the EUR500 million in senior
unsecured notes due 2017 -- the same as the corporate family
rating -- reflects the senior notes' position as the predominance
of committed debt in Rheinmetall's capital structure.

Moody's notes that the majority of the group's financial debt is
raised at the holding company level including Rheinmetall's
unsecured notes.  These are therefore structurally subordinated to
trade claims, pension liabilities and short term operating lease
rejection claims that exist at its various operating subsidiaries.
Under Moody's loss given default methodology, this level of
subordination is borderline when considering a down notching of
the senior unsecured debt instruments raised at Rheinmetall AG.

                           METHODOLOGY

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.

                        CORPORATE PROFILE

Rheinmetall AG, established in 1889 and headquartered in
Dusseldorf, Germany, is a leading European player in defense
equipment (50.0% of group revenues and 29.4% of operational
earnings in 2015) and, through its 100% subsidiary KSPG AG, a
first-tier supplier of automotive components (50.0% of group
revenues and 70.6% of operational earnings in 2015).  In 2015
Rheinmetall generated total revenues of EUR5.2 billion and EUR287
million of operational earnings.



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FRIGOGLASS SAIC: Major Shareholder Provides EUR30 Million Loan
--------------------------------------------------------------
Luca Casiraghi at Bloomberg News reports that Frigoglass SAIC's
largest shareholder agreed to provide a EUR30 million (US$34
million) loan to help the company meet its debt obligations.

The Athens-based company said in a statement on March 31 Truad
Verwaltungs AG, which owns a 44% stake, will provide a term loan
due March 2017, subject to approval by Frigoglass' minority
shareholders.

According to Bloomberg, the company said the proceeds will be used
to repay part of a EUR50 million credit facility due in May, amend
the terms and extend the maturity to next year.

Plans to reduce Frigoglass's indebtedness fell through in February
when a buyer for its glass business withdrew because it failed to
secure financing, Bloomberg recounts.

Frigoglass SAIC is a Greek refrigeration company.


GREECE: Bailout Talks Continue Amid WikiLeaks Controversy
---------------------------------------------------------
The Associated Press reports that Greece's government started a
new round of austerity talks with bailout creditors on April 4
amid a dispute over a wiretapped and leaked conversation between
foreign officials involved in the Greek rescue negotiations.

Finance Minister Euclid Tsakalotos met representatives of Greece's
European creditors and the International Monetary Fund, following
a two-week Easter break, the AP relates.  The main sticking points
in the long-dragging talks are mandated new pension cuts, tax
reforms and future cuts Greece is under pressure to make to meet
bailout targets, the AP discloses.

Mr. Tsakalotos said afterwards that the "introductory" meeting
focused on how talks would proceed over the coming week, and that
the leaked IMF conference call wasn't brought up by either side,
the AP relays.

But Prime Minister Alexis Tsipras later accused the IMF of
"inexcusably delaying" the negotiations and making unreasonable
demands on Greece, the AP recounts.  He also accused the fund of
engaging in a string of "mistakes and nonsense" since the
beginning of the Greek debt crisis with wrong forecasts on key
economic data, the AP notes.

In a speech to his governing Syriza party's lawmakers,
Mr. Tsipras, as cited by the AP, said the current negotiations
should have already been concluded and "must end within a few
days," to allow a solution by April 22, date of the next meeting
of finance ministers from the 19-country eurozone.

The angry comments from Athens were triggered by the WikiLeaks
organization's weekend publication of the alleged IMF call
transcript, the AP notes.

Citing the leak, Athens quickly accused the IMF of considering
using a potential Greek bankruptcy to strengthen its negotiating
position -- which IMF head Christine Lagarde curtly dismissed as
"nonsense", the AP relays.



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


JAZZ SECURITIES: Moody's Says FDA Approval No Impact on Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service commented that the FDA's approval of
Jazz Securities Limited's (Jazz) Defitelio (defibrotide sodium) is
credit positive.  However there is no effect on Jazz's current Ba3
Corporate Family Rating.  The rating outlook is stable.

Jazz Securities Limited is an Irish subsidiary of Jazz
Pharmaceuticals plc, a specialty pharmaceutical company with a
portfolio of products that treat unmet needs in narrowly focused
therapeutic areas.  Year end 2015 revenues were approximately $1.3
billion.


PETROCELTIC INT'L: Court to Hear Examinership Petition on April 8
-----------------------------------------------------------------
Tim Healy at Independent.ie reports that the High Court will hear
later this week an application over whether it should confirm
examinership for Petroceltic and two related companies.

The petition was due to be heard on April 4 but was adjourned on
consent to allow the sides address matters in sworn documents,
Independent.ie notes.

According to Independent.ie, Mr. Justice McGovern fixed this
Friday, April 8, to hear the petition and continued court
protection for the companies in the interim.

The move followed discussions between Petroceltic and Worldview
after the latter decided to bring, without notice to Petroceltic,
a petition for court protection and examinership, Independent.ie
relates.

Worldview EHS International Master Fund, with registered offices
in the Cayman Islands, sought protection for Petroceltic
International plc and related companies, Petroceltic Investments
Ltd and Petroceltic Ain Tsila Ltd., Independent.ie discloses.

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



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


AGRI SECURITIES 2008: Fitch Hikes Class B Notes Rating to 'BBsf'
----------------------------------------------------------------
Fitch Ratings has upgraded Agri Securities S.r.l. Series 2008
(Agri 2008) and affirmed Agricart 4 Finance S.r.l. Series 2007
(Agricart 2007) and Agricart 4 Finance S.r.l. Series 2009
(Agricart 2009), as follows:

Agri 2008

  EUR118.5 million class B notes upgraded to 'BBsf' from 'B+sf';
  Outlook Positive

Agricart 2007

  EUR151.1 million class A1 notes affirmed at 'Asf'; Outlook
  Stable

  EUR58.5 million class A2 notes affirmed at 'BBBsf'; Outlook
  Stable

Agricart 2009

  EUR15 million class A notes affirmed at 'AA+sf'; Outlook Stable

The three Italian mixed-lease transactions were originated by
Iccrea BancaImpresa SpA (Iccrea, BBB-/Evolving/F3). Their asset
types as of end-Q116 were real estate (92.5% for Agri 2008, 80.8%
for Agricart 2007, 83.4% for Agricart 2009), equipment (6.4%,
14.2%, 14.7%), industrial vehicles (0.7%, 3.1%, 1.2%) and autos
(0.4%, 1.9%, 0.7%).

KEY RATING DRIVERS

Agri 2008

The transaction's performance has exhibited some improvement in
2015 but has generally been underperforming the other transactions
of the Agri series. Since late 2013, gross excess spread has been
insufficient to cover principal losses and during 2015 the
transaction had an outstanding principal deficiency ledger (PDL)
of about EUR5 million.

Based on recent performance and its outlook for Italian mixed-
lease receivables, Fitch expects that almost one-third of the
current EUR203.7 million performing collateral will default, which
is consistent with the transaction's lifetime default expectation
of 25%.

The class B notes have been amortizing since the class A notes
were fully redeemed in December 2015. Any previous deferred
interests on class B due to the breach of a trigger based on
cumulative losses have been cleared. The build-up of credit
enhancement (CE; currently at 41.8%) underpins the upgrade of the
class B notes and their Positive Outlook.

The transaction documents allow the issuer to terminate the
servicing agreement upon the servicer's rating falling below 'BBB-
'. Although Fitch downgraded Iccrea's rating to 'BBB-' from 'BBB'
on January 26, 2016, the issuer has confirmed that it will not
exercise its right to terminate the servicing agreement so the
servicer will not be replaced. However, this did not have a
material effect on the rating, as payment interruption risk is not
a major risk driver, especially in the current interest rate
environment, and any temporary liquidity shortfalls would be
adequately covered by the floored debt service reserve.

Agricart 2007

The class A notes began amortizing in June 2014, before the
scheduled end of the revolving period in September 2016, following
an amendment of the documentation. The originator has continued to
support the transaction by repurchasing assets during the
amortization period, and total buy backs so far have amounted to
about 7.3% of the total assets purchased by the issuer, around
half of which were defaulted.

Despite weak asset performance, Fitch believes that CE for the
class A1 and A2 notes (52.0% and 33.4% respectively, based on a
non-defaulted collateral of EUR314.8 million) is sufficient to
sustain the ratings. As of March 2016, cumulative defaults
increased to EUR125.8 million or 11% of the total purchased
assets. On two occasions (September 2015 and March 2016), excess
spread could not entirely cover principal losses, which resulted
in a PDL of EUR500,000 and EUR5 million, respectively. Based on
recent performance and its outlook for Italian mixed-lease
receivables, Fitch expects that almost one-quarter of the current
collateral will default, in line with its lifetime default
expectation at 17%.

The transaction has entered into two swap agreements with Iccrea
to mitigate any interest rate mismatch between the underlying
assets and the notes. Following the downgrade of Iccrea, and
pursuant to the transaction documents, the collateral posting
formula has changed to reflect a higher risk of counterparty
default from a lower rating, and Fitch has been confirmed that
this is being applied in the collateral determination.

Agricart 2009

The transaction has historically performed better than the other
transactions in the series. It benefited from some repurchases of
non-performing leases by the originator in 4Q14 and 1Q15, although
to a much lesser extent than Agricart 2007. CE for the class A
notes reached 92% in February 2016, which is the main driver of
the affirmation at 'AA+sf', the highest rating achievable by an
Italian structured finance transaction.

Similar to Agri 2008, the downgrade of Iccrea to 'BBB-' triggered
the servicer termination event. It has been confirmed that the
servicer will not be replaced. Fitch does not expect any potential
impact on the rating due to the advanced amortisation of the class
A notes, which are now at only 4.6% of their original balance, and
to the presence of a debt service reserve to address payment
interruption risk on class A following a servicer default.

RATING SENSITIVITIES

Agri 2008 (class B)
Rating sensitivity to increased default rates
Current rating: 'BBsf'
Increase base case by 25%: 'BBsf'

Rating sensitivity to reduced recovery rates
Current rating: 'BBsf'
Reduce base case by 25%: 'BBsf'

Rating sensitivity to increased default rate and reduced recovery
rate
Current rating: 'BBsf'
Increase default base case by 10%; reduce recovery base case by
10%: 'BBsf'
Increase default base case by 25%; reduce recovery base case by
25%: 'BB-sf'

Agricart 2007
Rating sensitivity to increased default rates (class A1/class A2)
Current ratings: 'Asf' / 'BBBsf'
Increase base case by 10%: 'Asf' / 'BBB-sf'
Increase base case by 25%: 'A-sf' / 'BB+sf'

Rating sensitivity to reduced recovery rates (class A1/class A2)
Current ratings: 'Asf' / 'BBBsf'
Reduce base case by 25%: 'Asf/ 'BBBsf'

Rating sensitivity to increased default rate and reduced recovery
rate (class A1/class A2)
Current ratings: 'Asf' / 'BBBsf'
Increase default base case by 10%; reduce recovery base case by
10%: 'Asf'/'BBB?sf'
Increase default base case by 25%; reduce recovery base case by
25%: 'BBB+sf' / 'BB+sf'

Agricart 2009 (class A)
Rating sensitivity to increased default rates
Current rating: 'AA+sf'
Increase base case by 25%: 'AA+sf'

Rating sensitivity to reduced recovery rates
Current rating: 'AA+sf'
Reduce base case by 25%: 'AA+sf'

Rating sensitivity to increased default rate and reduced recovery
rate
Current rating: 'AA+sf'
Increase default base case by 25%; reduce recovery base case by
25%: 'AA+sf'

As the transaction is now in the amortization period, the CE for
the class A notes is building up rapidly to a substantial 92.2%,
it is resilient to highly stressful assumptions on the future
default rates of the collateral portfolio.

The rating is currently capped at 'AA+sf', due to Italy's rating.
Any change to the cap would lead to a change of the rating of the
notes.

DUE DILIGENCE USAGE

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

DATA ADEQUACY

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

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

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


LKQ ITALIA: S&P Assigns 'BB' Rating to EUR500MM Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Milan-based LKQ Italia Bondco
S.p.A.'s proposed EUR500 million senior unsecured notes due 2024.
LKQ Italia is an indirectly wholly owned subsidiary of LKQ Corp.
(LKQ).  The '4' recovery rating indicates S&P's expectation for
average (30%-50%; upper half of the range) recovery in the event
of a default.

All of S&P's other ratings on LKQ remain unchanged.

The company will use the net proceeds from this offering to repay
approximately $542 million in outstanding borrowings under LKQ's
new $2.45 billion revolving credit facility and pay related fees
and expenses.

The notes will be senior obligations of the issuer, LKQ Italia
Bondco S.p.A., ranking pari passu in right of payment with all of
the company's other existing and future senior obligations.  The
issuer's obligations under the notes and the indenture will be
unconditionally guaranteed, jointly and severally, by LKQ Corp.
and its present and future domestic subsidiaries that, from time
to time, are obligors under or guarantee any indebtedness under a
credit facility.  The notes will be also unconditionally
guaranteed by various non-U.S. subsidiaries of the issuer, namely
Rhiag-Inter Auto Parts Italia S.p.A., Auto Kelly CZ, Elit CZ, and
Bertolotti S.p.A.  The issuer and its subsidiaries will not become
guarantors under LKQ's senior unsecured notes or senior secured
credit facilities, which is the most significant cause for S&P's
higher recovery expectations on LKQ Italia Bondco S.p.A.'s senior
unsecured notes compared with LKQ Corp.'s senior unsecured notes.

S&P's ratings on LKQ Corp. reflect the company's leading position
as a distributor of alternative replacement products in the U.S.
and Europe, which allows it to achieve competitive efficiencies in
its distribution network and procurement.  S&P's ratings also take
into account its lack of large near-term debt maturities as well
as its assumption that its credit metrics and free cash flow are
sustainable.

RATINGS LIST

New Rating

LKQ Italia Bondco S.p.A.
Senior Unsecured
  EUR500 mil sr nts due 12/31/2024      BB
   Recovery Rating                      4



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


SAMSONITE INTERNATIONAL: S&P Assigns 'BB' CCR, Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Luxembourg- and Massachusetts-based Samsonite
International S.A.  The outlook is stable.

At the same time, S&P assigned 'BBB-' issue-level ratings to the
company's proposed $2.425 billion senior secured credit facilities
consisting of a $500 million revolver due 2021, $1.25 billion term
loan A due 2021, and $675 million term loan B due 2023.  The '1'
recovery rating indicates S&P's expectation of very high (90% to
100%) recovery in the event of a payment default.  The issuers of
the revolver and term loans are subsidiaries of Samsonite
International S.A.  For purposes of the ratings, S&P views
Samsonite International S.A. and its operating subsidiaries as a
group.

"The ratings on Samsonite reflect its moderate leverage, leading
market position and global scale in the highly fragmented bag and
travel luggage industry, strong brand portfolio, and geographic
and distribution channel diversity," said Standard & Poor's credit
analyst Bea Chiem.

The company expects to use proceeds from the debt offering to fund
the purchase of Tumi Holdings Inc.  At the close of the
transaction, S&P estimates that Samsonite will have about
$2.3 billion of adjusted net debt outstanding.



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


DRYDEN 39 EURO: S&P Affirms B- Rating on Class F Notes
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Dryden 39 Euro CLO 2015 B.V.'s class A-1, A-2, B-1, B-2, C-1, C-2,
D, E, and F notes following the transaction's effective date as of
Feb. 15, 2016.

Most European cash flow collateralized loan obligations (CLOs)
close before purchasing the full amount of their targeted level of
portfolio collateral.  On the closing date, the collateral manager
typically covenants to purchase the remaining collateral within
the guidelines specified in the transaction documents to reach the
target level of portfolio collateral.  Typically, the CLO
transaction documents specify a date by which the targeted level
of portfolio collateral must be reached.  The "effective date" for
a CLO transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents.  Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an "effective
date rating affirmation").

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date.  The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

S&P believes the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  This
window of time is typically referred to as a "ramp-up period".
Because some CLO transactions may acquire most of their assets
from the new-issue leveraged loan market, the ramp-up period may
give collateral managers the flexibility to acquire a more diverse
portfolio of assets.

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of S&P's criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to S&P by the
collateral manager, and may also reflect its assumptions about the
transaction's investment guidelines.  This is because not all
assets in the portfolio have been purchased.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
cash flow modeling to determine the appropriate percentile break-
even default rate at each rating level, the application of our
supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated European cash flow CLO," S&P
noted.

On an ongoing basis after S&P issues an effective date rating
affirmation, it will periodically review whether, in its view, the
current ratings on the notes remain consistent with the credit
quality of the assets, the credit enhancement available to support
the notes, and other factors, and take rating actions as S&P deems
necessary.

RATINGS LIST

Dryden 39 Euro CLO 2015 B.V.
EUR415.12 Million Floating- And Fixed-Rate Notes
(Including EUR42.50 Million Subordinated Notes)

Ratings Affirmed

Class           Rating

A-1             AAA (sf)
A-2             AAA (sf)
B-1             AA (sf)
B-2             AA (sf)
C-1             A (sf)
C-2             A (sf)
D               BBB (sf)
E               BB (sf)
F               B- (sf)


X5 RETAIL: Fitch Affirms 'BB' Long-Term Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based X5 Retail Group N.V.'s
(X5) Long-term foreign and local currency Issuer Default Ratings
(IDRs) at 'BB' and the National Long-term Rating at 'AA-(rus)'.
The Outlooks are Stable.

The rating affirmation reflects Fitch's expectation that X5 will
maintain stable credit metrics over the medium term, despite weak
consumer sentiment and significant expected capex factored in our
rating case projections. The ratings are supported by X5's leading
market position, strong brand and own logistics and distribution
systems. This is offset by weakness in both liquidity and the
fixed charge coverage ratio, pressured by a fairly high share of
leased space in X5's real estate portfolio and a high interest
rate environment in Russia.

The Stable Outlook reflects Fitch's expectation that X5's
operating cash flow generation capacity will remain strong over
the medium term and that the group will retain adequate financial
flexibility in the form of ready access to local funding to
refinance its short-term maturities as demonstrated so far.

Fitch has assigned a 'BB-' rating to its RUB5 billion bond issued
by X5 Finance LLC (100%-owned non-operating subsidiary of X5) in
March 2016. The rating is one notch below X5's Long-term local
currency 'BB' IDR, reflecting structural subordination to the rest
of the group's debt considered as prior-ranking and comprising
more than 2x (estimated at 2.3x in 2015) of group EBITDA, assuming
the debt mix remains unchanged over the medium term.

KEY RATING DRIVERS

Leading Multi-Format Retailer in Russia

The rating is supported by X5's strong market position as the
second-largest food retailer in Russia. The business model is
supported by own logistics and distribution systems and multi-
format strategy with a focus on the defensive discounter format.
In our view, these factors should enable X5 to retain and improve
its market position, despite increasing competition from other
large retail chains in the country, as proven in 2015. The ratings
also factor in X5's strong bargaining power over suppliers due to
its large scale and growing geographical presence across Russia's
regions.

Strong Trading in 2015

In 2015 X5 demonstrated strong revenue growth of 28% yoy,
supported by an unprecedented number of new store openings and an
industry-leading LFL sales growth (13.7% yoy), with the latter
driven not only by strong average basket growth but also an
increase in footfall.

On the back of strong operating results X5 approved a large
payment to its top-management under a long-term incentive (LTI)
program, which was accrued in 2015 but is payable in 2016.
Together with exit payment to former CEO and other related
expenses these one-off expenses amounted to RUB4.2 billion and led
to EBITDA margin decreasing to 6.8% in 2015 (2014: 7.2%). However,
adjusted for these one-off expenses, EBITDA margin would have been
stable at 7.3%, despite accelerated expansion and weaker trading
conditions. Our financial forecasts assume no further LTI payments
in 2018-2019 due to our conservative revenue and EBITDA
projections for these years.

Subdued Consumer Sentiment

"As real disposable incomes in Russia continue to decline, we
expect consumers to keep trading down in 2016. This would hamper
average shopping basket growth and lead to stronger competition
among the major retail chains. Therefore, Fitch expects X5's LFL
sales growth to decelerate in 2016-2017 but remain strong compared
with peers due to the company's ongoing refurbishment program and
repositioning of its supermarket and hypermarket formats," Fitch
said.

"We also project a decrease in EBITDA margin to 6.5% by 2019 as
strong promotional activities and gross margin sacrifices may be
necessary to withstand increased competition and protect footfall
rates. Positively, we factor in some support to margins from
improvements in logistics and decreasing selling, general and
administrative expenses as a share of revenues as their growth
lags sales growth.

Weak Coverage Metrics

"We expect the funds from operations (FFO) fixed charge coverage
ratio to remain weak for the assigned ratings, at 1.6x-1.8x over
2016-2019 (2015: 1.8x), as a result of substantial operating lease
expenses and the high interest rate environment in Russia.
However, this is somewhat mitigated by favorable lease
cancellation terms and the partial dependence of leases on store
turnover.

Stable Leverage

"We expect X5's FFO adjusted gross leverage to peak at 4.9x in
2016 (2015: 4.3x), due to large payment under the LTI program
before returning to around 4.5x in 2017-2019. Deleveraging is
constrained by the large capex planned by the group for further
expansion of the retail chain, ongoing store refurbishments and
investments in logistics. X5's capex remains largely scalable and
the company has some flexibility in managing its leverage, due to
strong and growing operating cash flows."

Below-average Recoveries for Unsecured Bondholders

Similar to three other bonds issued by X5 Finance LLC, which Fitch
also rates 'BB-', the new bond only features a suretyship from the
holding company, X5. Therefore, Fitch considers these bonds
structurally subordinated to other senior unsecured obligations of
the group, which are represented by bank debt at the level of
operating companies and a RUB8billion bond that is covered by
suretyship from CJSC Trade House Perekrestok, the major EBITDA-
generating entity within the group.

The ratings of all the newly issued bonds reflect below-average
recovery expectations in case of default. We have applied a one-
notch discount to the senior unsecured rating compared with X5's
Long-term IDR as prior-ranking debt constitutes more than 2x of
group EBITDA - the maximum threshold under Fitch's criteria before
triggering subordination for unsecured creditors.

KEY ASSUMPTIONS

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

-- Annual revenue growth of around 20%, driven by mid-single
    digit LFL sales growth and selling space CAGR of 15% over
    2016-2019
-- EBITDA margin gradually decreasing to 6.5% by 2019
-- Capex at around 5%-7% of revenue
-- No dividends
-- Neutral to negative free cash flow (FCF) margin
-- No large-scale M&A activity
-- Adequate liquidity

RATING SENSITIVITIES

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

-- A sharp contraction in LFL sales growth relative to close
    peers.
-- EBITDA margin erosion to below 6.5% (2015: 6.8%).
-- FFO-adjusted gross leverage above 5.0x on a sustained basis
    (2015: 4.3x).
-- FFO fixed charge cover significantly below 2.0x (2015: 1.8x)
    on sustained basis if not mitigated by flexibility in
    managing operating lease expenses.
-- Deterioration of liquidity as a result of high capex,
    worsened working capital turnover and weakened access to
    local funding as rouble bonds mature in 2016.

Positive: Future developments that could lead to positive rating
action include:

-- Positive LFL sales growth comparable with close peers,
    together with maintenance of its leading market position in
    Russia's food retail sector.
-- Ability to maintain the group's EBITDA margin at around 7%.
-- FFO-adjusted gross leverage below 3.5x on a sustained basis.
-- FFO fixed charge coverage around 2.5x on a sustained basis.

LIQUIDITY

At end-2015, Fitch-adjusted unrestricted cash of around RUB6
billion, together with available undrawn committed credit lines of
RUB46.7 billion, were not sufficient to cover RUB42.7 billion
short-term debt and expected negative FCF in full. However,
RUB24.7 billion of debt was related to tranches under revolving
credit facilities, which we expect to be extended upon maturity.
X5's liquidity position was also strengthened by a RUB8.9 billion
new loan from Sberbank in February 2016 and a RUB5 billion bond
issue in March 2016.

Fitch believes X5 retains firm access to local funding, due to the
company's large scale, non-cyclical food retail operations and
strong operating performance. In addition, the company has sound
flexibility in managing its capex, which is the major reason for
expected negative FCF, while the company's operating cash flow
generation remains strong.

FULL LIST OF RATING ACTIONS

X5 Retail Group N.V.

-- Long-term foreign currency IDR: affirmed at 'BB', Stable
    Outlook;

-- Long-term local currency IDR: affirmed at 'BB', Stable
    Outlook;

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

X5 Finance LLC:

RUB8billion guaranteed bonds due June 2016

-- Local currency senior unsecured rating: affirmed at
   'BB'/Recovery Rating 'RR4'
-- National senior unsecured rating: affirmed at 'AA-(rus)'

RUB5billion bonds due October 2022
-- Local currency senior unsecured rating: affirmed at 'BB-
    '/'RR5'
-- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5billion bonds due September 2016

-- Local currency senior unsecured rating: affirmed at 'BB-
    '/'RR5'
-- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5billion bonds due October 2016

-- Local currency senior unsecured rating: affirmed at 'BB-
    '/'RR5'
-- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5billion bonds due March 2023

-- Local currency senior unsecured rating: assigned at 'BB-
    '/'RR5'
-- National senior unsecured rating: assigned at 'A+(rus)'



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


TELLER A/S: Fitch Cuts Long-term Issuer Default Rating to 'BB-'
---------------------------------------------------------------
Fitch Ratings has downgraded Teller A/S's (Teller) Long-term
Issuer Default Rating (IDR) to 'BB-' from 'BB'. The Outlook is
Stable. Its Short-term IDR is affirmed at 'B'.

KEY RATING DRIVERS - IDR

The downgrade reflects Fitch's expectation that capital management
for Teller will increasingly be handled at parent company level,
Nets Holding A/S. While this does not reduce the capitalization of
the overall Nets group, Fitch believes it will leave capital at
Teller, which is the only entity in the group that is publicly
rated by Fitch, very thin for the current rating level.

Teller is subject to regulatory capital requirements, which it has
historically exceeded by a wide margin. However, Fitch now expects
Teller to operate with a substantially smaller stand-alone capital
base, which will only leave a minimal buffer for unexpected shocks
without the need for capital injections from the parent.

The parent group's leverage is high, which in Fitch's opinion
reduces Nets group's ability to provide Teller with capital if
necessary. In addition, cross guarantees in place between Teller
and the group for certain group funding facilities mean that
excess capital at Teller (above minimum regulatory requirements)
could be up-streamed to help service debt repayments in other
parts of the group. Consequently, we view the capitalization as a
weakness for Teller, and this has a high influence on the ratings.

The ratings also factor in Teller's monoline business model in
Nordic merchant acquiring of international payment cards and
potentially large exposures to operational risk. These risks are
mitigated by Teller's leading Nordic franchises in the company's
business niche, its strong liquidity management and small
historical credit losses, which are comfortably absorbed by
earnings.

A key risk for Teller is the potential need to bridge a liquidity
gap that could be caused by a major operational event, such as a
system failure, which would delay payments from credit card
issuers. Fitch believes such a scenario is unlikely and the risk
is mitigated by a strong track record in managing operational risk
and significant holdings of cash.

Credit risk can stem from both fraud and default of a merchant.
Losses have consistently remained at low levels and are
comfortably absorbed by earnings. Fitch expects that Teller will
maintain prudent underwriting standards and strict risk controls,
particularly for its high-risk customers with large pre-payments
of goods and/or services.

The Stable Outlook on Teller's Long-term IDR reflects Fitch's
belief that the absolute amount of capital held in Teller will
stabilize at the current level, which is somewhat above minimum
regulatory capital requirements, and that the company will
continue generating adequate returns without materially increasing
its risk appetite.

RATING SENSITIVITIES - IDR

Teller's small stand-alone capital base and monoline business
model limit rating upside, especially given the current high
parent group leverage and existing cross guarantees. However, a
commitment to rebuild and maintain solid capital buffers in
Teller, or materially reduced group leverage, could result in an
upgrade.

Downward pressure on the ratings is currently limited but could
result from a significant increase in the Teller's risk appetite
through less prudent liquidity management or expansion into
higher-risk markets.



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


NOVO BANCO: Asset Managers Sue Portuguese Central Bank
------------------------------------------------------
Thomas Hale and Martin Arnold at The Financial Times report that
some of the world's biggest asset managers have taken legal action
against the Portuguese central bank, seeking to recoup investments
in Novo Banco which were written down at the end of last year.

According to the FT, BlackRock, Pimco and 12 other institutional
investors have hired UK "magic circle" law firm Clifford Chance to
launch a suit accusing the central bank of violating key
principles and demanding that their holdings are restored.

Novo Banco was created in 2014 after the failure of Banco Espirito
Santo, whose toxic assets were moved to a "bad bank", the FT
recounts.  At the end of December, five senior bonds, sold as
investments of almost EUR2 billion in Novo Banco, were moved to
the "bad bank", in effect wiping out their value, the FT relays.

The move, which was approved by the Bank of Portugal, rocked
capital markets across the continent with many bank bonds in
peripheral European countries falling sharply in value, the FT
notes.

Investors point out that Portuguese retail investors who also held
similar bonds in the bank did not take losses and the legal
challenge alleges that the Portuguese central bank discriminated
on the grounds of nationality, the FT discloses.

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

                        *     *     *

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



=============
R O M A N I A
=============


ASTRA ASIGURARI: Liquidator Submits Creditors' List to Court
------------------------------------------------------------
Romania Insider reports that KPMG, Astra Asigurari's liquidator,
submitted the preliminary creditors' list of the bankrupt insurer
to the Bucharest Court on April 4.

Some 1,223 creditors have claimed that Astra Asigurari should pay
them RON4.59 billion (EUR1 billion) worth of debts, Romania
Insider relates.  KPMG admitted claims totalling RON4.11 billion
(EUR924 million), Romania Insider discloses.

Romanian lender Raiffeisen Bank has the biggest approved claim
over Astra Asigurari, of over RON2.3 billion (EUR519 million),
Romania Insider notes.

The Insurance Guarantee Fund comes next, with an admitted claim of
EUR158.4 million, followed by another lender, BCR, with EUR34.5
million, Romania Insider states.  The National Highways Company is
also among the creditors, with EUR 30.2 million, according to
Romania Insider.

Astra Asigurari is a Romanian insurance company.



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


O'KEY'S BOND: Fitch Rates Upcoming RUB5 Billion Bond 'B+(EXP)'
--------------------------------------------------------------
Fitch Ratings has assigned O'KEY LLC's upcoming RUB5 billion bond
(4B02-06-36415-R) under the entity's RUB25 billion program an
expected 'B+(EXP)' rating and an expected National Long-term
'A(rus)(EXP)' rating, both with Recovery Ratings of 'RR4'.

The assignment of the final rating is subject to the receipt of
final documentation conforming to information already received.

The notes are rated at the same level as O'key Group SA's (O'KEY)
Issuer Default Rating (IDR) of 'B+', as they will rank equally
with other unsecured debt issued by the Russian retailer. The
planned five-year RUB5billion senior unsecured bond is expected to
be issued by O'KEY LLC, with a guarantee by the holding company
O'KEY and a suretyship of JSC Dorinda, the group entity that owns
real estate and long-term lease rights. These notes rank junior to
O'KEY's RUB5billion secured debt instruments. Creditors will also
benefit from a put option in two and a half years.

The proceeds will be used to refinance part of O'KEY's short-term
debt (RUB12billion at end-2015) and finance its capex plans. As a
result, the bond issue will not lead to a material increase in
gross or net debt.

KEY RATING DRIVERS

Early Signs of Improvement

Since 2H15, O'KEY started to see the first signs of improvement in
LFL footfall (up 13.5% in 4Q15 vs. down 5.2% in 2Q15). This
improvement was the result of O'KEY adapting its product mix and
pricing policy during 2H14 and 1H15 in response to the difficult
trading environment in the Russian retail sector. In our view,
changes in product mix and price proposition, together with its
strong brand and customer loyalty, should help to protect LFL
sales in 2016-2017.

Changes in Management

During 2015, the company saw another set of management changes.
Heigo Kera was appointed as Chief Executive Officer and Chairman
in April 2015, succeeding Tony Maher who had been with O'key since
February 2014. In Fitch's view Mr. Kera has strong knowledge of
the company and the market as he has been on the Board of
Directors of O'KEY since 2010 and was first employed by
shareholders in 2000 as a consultant where he was responsible for
the group's modern chain concept.

Other appointments included new heads of store formats, supplies,
logistics and marketing. Although these individuals come with vast
industry experience and have in-depth knowledge of the Russian
market, we see execution risks in the company's strategy, which
include expanding the discounter format in a challenging trading
environment.

Tough Operating Environment

Fitch expects limited improvement in O'KEY's performance due to a
tough operating environment in 2016. O'KEY will face more intense
competition from major market players, which will translate into
pressure on operating margins, especially if Russian consumer
spending remains subdued and price-sensitive. Fitch also expects
the discounter format will negatively impact group profit margin
in 2016 before improving in 2017 once O'KEY achieves some critical
mass in this channel.

Stretched Credit Metrics

Despite material reduction in capex in 2015, funds from operations
(FFO) adjusted gross leverage remained flat at 4.3x, close to
Fitch's 4.5x guideline for negative rating action. This is due to
lower EBITDA resulting from the launch of the new format in 2015,
which is expected to generate losses in the first two years of
operations. Fitch expects O'KEY to deleverage toward 4x by 2018.

In addition, increased rents associated with the discount channel,
together with high financing costs due to high interest rates
prevailing in Russia, translated into weak FFO fixed charge cover
of 1.8x in 2015, albeit still in line with the ratings. We expect
the metric to stay below 2x over the next three years.

KEY ASSUMPTIONS

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

-- Revenue growth to accelerate to 10%-13% pa over 2016-2019,
    driven by discounter format openings.

-- EBITDA margin of 6.3% in 2016 (2015: 6.1%), mostly due to
    losses incurred by the new discounter format, but also due to
    pressure from increased competition. Gradual recovery from
    2017 onwards to 7%.

-- Capex at 3%-4% over 2016-2019, reflecting fewer store
    openings.

-- Neutral free cash flow (FCF margin; 2015:-3%) from 2016
    onwards.

-- Dividend payout ratio of 25%.

-- Adequate liquidity.

RATING SENSITIVITIES

Negative: Future developments that could lead to a negative rating
action including but not limited to the Outlook being revised to
Negative, are:

-- Continued contraction in LFL sales growth relative to peers
    and failure in executing its expansion plan

-- EBITDAR margin erosion to below 9% sustainably (2015: 9%)

-- FFO-adjusted gross leverage above 4.5x on a sustained basis;

-- FFO fixed charge coverage contracting to below 1.7x on a
    sustained basis

-- Deterioration of liquidity as a result of high capex and
    weakened financing conditions in the country.

Positive: Future developments that could lead to a positive rating
action include:

-- Solid execution of its expansion plan with faster revenue
    growth from improved LFL sales and accelerated store
    expansion, while preserving its market position and financial
    discipline

-- Ability to maintain the group's EBITDAR margin of above 9.5%

-- FFO-adjusted gross leverage below 3.5x on a sustained basis;

-- FFO fixed charge coverage around 2.0x on a sustained basis.

LIQUIDITY

Available unrestricted cash totalled RUB8.2 billion and undrawn
committed credit facilities amounted to RUB6.3 billion as of 31
December 2015, which is sufficient to cover RUB12 billion of
short-term debt maturing in 2016. At end-2015 66% of O'KEY's debt
was long-term (RUB23.5 billion) and most short-term debt
maturities were revolving credit facilities. In addition, O'KEY
has a bond program with a total value of RUB25 billion, including
six tranches (RUB3 billion-RUB5 billion) of five-year maturity
each. Three tranches have been issued.


SUMITOMO JSC: S&P Affirms Then Withdraws 'BB+/B' CCRs
-----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB+/B' long- and short-term counterparty credit ratings and
'ruAA+' Russia national scale rating on Russia-based JSC Sumitomo
Mitsui Rus Bank.

S&P subsequently withdrew its ratings on JSC Sumitomo Mitsui Rus
Bank at the bank's request.

At the time of withdrawal, the outlook on the counterparty credit
ratings was negative.

The affirmation reflects the bank's highly strategic status to its
parent, Sumitomo Mitsui Banking Corp., as well as its strong
capitalization and reasonable financial performance amid market
instability.  S&P believes the group intends to retain its market
presence in Russia despite the deteriorated market environment, in
order to service its long-term clients.  S&P expects that the
parent bank will be able to provide support to the Russian
subsidiary if needed.

At the time of withdrawal, the outlook was negative, mirroring
that on the sovereign rating on Russia and reflecting S&P's view
of JSC Sumitomo Mitsui Rus Bank's substantial exposure to Russian
risk.

There is no debt outstanding issued by JSC Sumitomo Mitsui Rus
Bank that is rated by Standard & Poor's.



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


CATALUNYA BANC: Moody's Puts Ba2 Rating on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the Ba2
long-term senior unsecured debt and deposit ratings of Catalunya
Banc SA.  The rating agency has also placed on review for upgrade
the bank's (1) baseline credit assessment (BCA) of caa1; (2)
adjusted BCA of ba1; (3) Counterparty Risk Assessment (CR
Assessment) of Baa3(cr)/Prime-3(cr); and (4) Not-Prime short-term
deposit ratings.

This rating action follows the announcement made by Banco Bilbao
Vizcaya Argentaria, S.A. (BBVA - A3 deposit ratings/Baa1 senior
unsecured stable, baa2 BCA) on March 31, 2016, whereby BBVA
announced that its board of directors had reached an agreement to
merge by absorption its domestic subsidiary Catalunya Banc.  BBVA
is direct holder of 98.4% of the capital of Catalunya Banc.

                         RATINGS RATIONALE

The review for upgrade reflects Moody's expectation that, upon
conclusion of the merger process, the ratings of Catalunya Banc
will be aligned with those of BBVA, which benefits from a stronger
credit profile.  Following the merger, Moody's expects that all of
Catalunya Banc's liabilities will be assumed by BBVA.

BBVA's announcement is in line with Moody's expectations of a full
integration of Catalunya Banc into BBVA, as reflected in the
positive outlook assigned to the bank's ratings on March 22, 2016,
https://www.moodys.com/research/--PR_345901.

                 WHAT COULD CHANGE THE RATING - UP

The bank's ratings could be upgraded as a consequence of its
merger with BBVA.  Prior to the merger, the ratings could be
upgraded as a consequence of: (1) a material improvement in the
bank's financial performance, primarily in terms of recurrent
profitability and capital; and/or (2) explicit financial support
from BBVA.

                WHAT COULD CHANGE THE RATING - DOWN

Given the review for upgrade, Moody's does not expect any
meaningful downward rating pressure on the bank's ratings.

                       PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Issuer: Catalunya Banc SA

  Placed on Review for Upgrade:

  Long-term Deposit Ratings, Ba2, outlook changed to Rating under
   Review from Positive

  Senior Unsecured Regular Bond/Debenture, Ba2, outlook changed to
   Rating under Review from Positive

  Short-term Deposit Ratings, NP

  Adjusted Baseline Credit Assessment, ba1

  Baseline Credit Assessment, caa1

  Long-term Counterparty Risk Assessment, Baa3(cr)

  Short-term Counterparty Risk Assessment, P-3(cr)

Outlook Action:

  Outlook changed to Rating Under Review from Positive



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


GATEGROUP HOLDING: S&P Affirms 'BB-' CCR, Outlook Still Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on Switzerland-based airline solutions
provider gategroup Holding AG.  The outlook remains positive.

The positive outlook reflects S&P's opinion that gategroup's
credit metrics could strengthen in the next 12 months if,
following material restructuring activities, the company can
successfully implement its strategic plan to significantly reduce
operating costs.  The company repaid its EUR350 million 6.75%
high-yield bond in November 2015 in favor of bank financing, which
substantially reduced its cash interest costs with no material
debt maturities until 2020.  In S&P's view, an upgrade would
depend on gategroup establishing a track record of improved
margins flowing through to positive cash flow generation, for
several quarters.

"For the year to Dec. 31, 2015, gategroup's credit metrics were
weaker than our previous forecasts, largely due to material (Swiss
franc [CHF] 61 million) restructuring costs and reported one-offs
related to the new organization -- including a significant
reduction in headcount and a new zero-based budgeting approach.
They were further dampened by translation effects following the
strong Swiss franc following the Swiss National Bank's decision to
let the currency float freely.  Despite a reported net loss of
CHF63 million in 2015, and funds from operations (FFO) to debt of
about 13%, we forecast that results will significantly improve in
2016 and 2017.  We note that there is still a substantial on-
balance sheet provision for further restructuring expenses, so
material further charges are unlikely in our view (albeit we
forecast a cash outflow of about CHF30 million for 2016, as this
provision is utilized). Any further such charges would represent
potential downside to our base-case forecasts," S&P said.

"Under our base case, we expect gategroup to benefit from its
recent acquisition of Inflight Services Group (IFS), as well as
high growth in emerging markets, where margins are higher than in
mature markets, as well as from its ongoing cost-cutting program.
This, together with our expectation of a reduced cash interest
bill, should enable the company to generate credit metrics
commensurate with a significant financial risk profile over the
next 12 months.  Under our base-case scenario, we forecast that
gategroup will generate significant free operating cash flow in
2016 and 2017 -- supported by its low maintenance capital
expenditure (capex) needs," S&P said.

S&P's base case assumes these for 2016 and 2017:

   -- An increase in revenues of almost 10% in 2016, largely
      driven by the acquisition of IFS;

   -- Sales growth of a little over 2% in 2017;

   -- Adjusted EBITDA margins of over 6.5% (or over 5% on a
      reported basis);

   -- Capex of around CHF70 million-CHF80 million; and

   -- No further committed acquisitions following the acquisition
      of IFS in February 2016.

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

   -- FFO-to-debt of a little above 20% in 2016 and 2017; and
   -- Debt to EBITDA of 3.0x-3.5x over the same period.

S&P notes that there has been recent shareholder activism
surrounding the group's strategy and board composition from hedge
funds RBR Capital Advisors and Cologny Advisors, which own about
11% of gategroup.  S&P will continue to monitor the situation for
any effects this may have on management and governance of the
group.

S&P assesses gategroup's liquidity as strong.  S&P believes that
sources of cash should cover uses by at least 1.5x for the 12
months to Dec. 31, 2015, and by at least 1.0x in the following
year.  S&P's liquidity assessment also indicates that sources will
cover uses even if EBITDA declines by 50%.  S&P believes that
gategroup has solid, well-established relationships with banks and
a generally prudent financial policy.

S&P forecasts these liquidity sources for the 12 months to
Dec. 31, 2016:

   -- CHF90 million of unrestricted cash as of Dec. 31, 2015;
   -- S&P's forecast of unadjusted FFO of about CHF110 million;
      and
   -- About CHF192 million of availability under the recently
      upsized EUR350 million (about CHF383 million) revolving
      credit facility, following the IFS acquisition.

S&P forecasts these principal liquidity uses for the same period:

   -- S&P's view of working capital outflows of up to
      CHF50 million at the seasonal low point of the cycle;
   -- CHF65 million of short-term debt repayments;
   -- Capital requirements of around CHF70 million-CHF80 million;
      and
   -- About CHF15 million of dividends.

The company's liquidity is supported by its recent debt
refinancing, which substantially reduced its cash interest costs
with no material debt maturities until 2020.

The positive outlook reflects the potential for a one-notch
upgrade in the next 12 months if gategroup demonstrates that,
following material restructuring activities, it can successfully
implement its strategic plan, leading to a sustainable improvement
in EBITDA margins and strongly positive free operating cash flow
generation.  S&P assumes that this would result in strengthened
credit metrics for several quarters--such as FFO to debt in excess
of 20%.  Lower cash interest costs will also support higher FFO
generation.

Because of the lack of significant amortizing debt in the capital
structure, S&P believes that an improvement in credit metrics will
most likely be driven by an improved operating performance.
Upside is also likely to depend on the group's financial policy,
and whether management decides to use the positive cash flow
generated for acquisitions.

S&P could revise the outlook to stable if industry conditions
weaken, putting further pressure on EBITDA margins, and depressing
cash flow generation, or if the company's recent restructuring
activities do not feed through to improved credit metrics as
expected.  Furthermore, downside pressure could result from a more
aggressive financial policy than S&P currently envisage, such as
larger-than-expected debt-funded acquisitions or shareholder
returns.



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


NORWOOD PARTITION: Brought Out of Administration
------------------------------------------------
Construction Enquirer reports that Norwood Partition Solutions has
been bought out of administration leaving a string of creditors
facing unpaid bills.

The Cheshire-based specialist went into administration last month
after falling behind on payments including those to Her Majesty's
Revenue & Customs, according to Construction Enquirer.

It has subsequently been bought by Norwood Group Limited for
GBP25,000 in a "pre-pack" deal, the report notes.

Companies House records show Norwood Group Limited was
incorporated in February and based in Cheshire, the report relays.

The sole director is listed as Joshua Bannister, 26, who was part
of the management team at Norwood Partition Solutions, the report
discloses.

The company directors of Norwood Partition Solutions were
Alexandra Bannister, 44, and Andrew Boydell, 48.


PACKS OF CARD: Sold After Entering Liquidation
----------------------------------------------
Insider Media Limited reports that Pack of Cards (Bristol) Ltd, an
independent Bristol card retailer, which also operated a Thorntons
chocolate shop franchise, has been sold after entering
liquidation.

Tim Ball, partner at the Bristol office of accountancy firm
Mazars, was appointed liquidator of Pack of Cards on December 16,
2015.

The business, which employed seven staff, had traded since 1999,
and held a Thornton's chocolate franchise, but was forced to close
just before Christmas, according to Insider Media Limited.

Following a period of marketing, a sale has been agreed that
should allow the business to resume trading, preserving the
majority of the jobs, the report notes.

The report discloses that Tim Ball said: "After an extensive
period of marketing, I am delighted to be able to announce that a
sale has now been achieved for this long established business,
which should enable the business to recommence trading once more.

"This is especially excellent news for the Henleaze area and the
wider Bristol community. Not only has the business survived but
local jobs will also be preserved," Mr. Ball said, the report
notes.

"In addition, the value of the business and its assets has been
enhanced through a going concern sale of the business, which
should help the Liquidator in returning some of the monies owed to
the company's creditors," Mr. Ball added.


SOHO HOUSE: Moody's Lowers CFR to Caa2, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has downgraded the Soho House & Co
Limited Corporate Family Rating to Caa2 from Caa1, its Probability
of Default Rating to Caa2-PD from Caa1-PD and the rating of Soho
House Bond Limited's GBP152.5 million senior secured notes due
2018 to Caa2 from Caa1.  Moody's also assigned a negative rating
outlook to all ratings of Soho House & Co Limited and Soho House
Bond Limited.  This concludes Moody's review.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Soho House & Co Limited

  Corporate Family Rating, to Caa2 from Caa1
  Probability of Default Rating, to Caa2-PD from Caa1-PD

Issuer: Soho House Bond Limited

  Senior Secured Regular Bond/Debenture, Downgraded to Caa2 (LGD3)
   from Caa1 (LGD3)

Outlook Actions:

Issuer: Soho House & Co Limited

  Outlook, Changed To Negative From Rating Under Review

Issuer: Soho House Bond Limited

  Outlook, Changed To Negative From Rating Under Review

                         RATINGS RATIONALE

This rating action reflects slower than expected profit growth
demonstrated by Soho House resulting in a significant increase in
adjusted leverage beyond Moody's prior expectations.  In addition,
while the company met its March interest payment, its liquidity
remains constrained even with the recent GBP15 million equity
infusion associated with the recent consent solicitation.  Still,
Moody's acknowledges Soho House's strong brand and growth
potential although we are conscious of the capex required to
support this growth.  Moody's is also mindful of the uncertainty
that results from Soho House exploring growth opportunities in new
markets where the model is yet to be proven, which Moody's expects
may challenge profitability.

The negative rating outlook reflects the uncertainty embedded into
Soho House's ambitious growth plans and the likelihood of
associated volatility in operating results.  In addition, leverage
will remain high and interest coverage will continue to be
pressured in the next 12-18 months.  Moody's also expects that the
liquidity will remain constrained owing to high committed
development capex and high interest costs.

Moody's does not expect upward pressure on the rating in the near
term, but this could change if (1) there is continued and
sustainable growth in Soho House's profitability driven by
successful penetration of new geographies, maturing of opened
houses and restaurants and higher membership base; (2) the company
improves its liquidity profile; and (3) free cash flow turns
positive and the company shows visible de-leveraging progress
toward 7.5x debt/EBITDA.

Downward pressure on the rating could occur if (1) Soho House
fails to execute its development and growth plans successfully,
settling into a trend of lower-than-expected growth in EBITDA and
EBITDA margin and resulting in failure to deleverage; (2) the
company loses members (higher competition, resistance towards
price increases); (3) the company fails to improve its current
liquidity profile.

Soho House is a fully integrated hospitality company that operates
exclusive, private members clubs (or Houses) as well as public
restaurants, hotels and spas.  Membership targets professionals in
the creative industries and access to Houses is reserved
exclusively for members and their guests.  Soho House benefits
from a stable membership and has been able to capitalize on its
brand name to expand both in the UK and internationally. In 2015,
Soho House realised total revenues of GBP283.8 million.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.


TATA STEEL: Sanjeev Gupta to Discuss Rescue Deal with Gov't
-----------------------------------------------------------
Alan Tovey at The Telegraph reports that commodities tycoon
Sanjeev Gupta has raised hopes that thousands of UK steel jobs can
be saved as he vies to buy Tata's struggling UK plants.

Mr. Gupta, executive chairman of commodities group Liberty House,
jetted into London from Paris to meet with business secretary
Sajid Javid on April 5 about the possibility of a deal with Tata,
The Telegraph relates.

Although he refused to comment on details of the talks, it is
thought the agenda included what support the UK Government could
provide to ease a deal without falling foul of rules on state aid,
The Telegraph notes.

More than 40,000 jobs in the steel sector were thrown into
jeopardy last week when Tata's Indian parent refused to back a
turnaround plan for the company's huge Port Talbot plant in south
Wales, The Telegraph recounts.

The scheme required an immediate cash injection of GBP100 million
and unions estimate a total of GBP1.5 billion would have to be
invested in the business over the next decade, The Telegraph
discloses.  The decision by Tata's board also saw the company put
its entire UK assets -- which are losing GBP1 million a day -- up
for sale, The Telegraph notes.

At the weekend, The Telegraph revealed that Mr. Gupta had
initiated talks with Tata and had submitted early concepts that
could see Liberty House swoop in to save the business, The
Telegraph relays.

Speaking on Radio 4 on April 4, Mr. Gupta, as cited by The
Telegraph, said that although it was "early days" for any sale
process, one of his main aims was to avoid redundancies.

Mr. Gupta said production could be boosted by using different
methods of steel production, though restoring the business back to
health could take years, The Telegraph notes.

According to The Telegraph, he also cautioned that his company had
not even started due diligence as Tata's decision to offload its
UK business was so sudden.

If no buyer can be found for Tata's other UK assets, an estimated
25,000 supply chain jobs could also be lost along with Tata
employees, The Telegraph states.

Tata Steel is the UK's biggest steel company.


TOWD POINT 2016-GRANITE1: S&P Gives F-Prelim B Rating to G Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary credit
ratings to Towd Point Mortgage Funding 2016-Granite1 PLC's (Towd
Point) class A to G notes.  At closing, Towd Point will also issue
unrated class Z and X notes, as well as SDC, DC1, DC2, and DC3
certificates.

Towd Point will purchase the beneficial interest in a portfolio of
U.K. residential mortgage loans from the seller (Cerberus European
Residential Holdings B.V.; CERH), using the notes' issuance
proceeds.  The seller in turn purchased the mortgage loans from
NRAM PLC (NRAM; formerly Northern Rock (Asset Management) PLC).

The preliminary pool totals GBP6.32 billion (as of Dec. 31 2015)
and S&P expects the final securitized pool to be a subset of this.
S&P bases its credit analysis on the preliminary pool and it
expects the final pool to be a representative sample of this.  The
pool comprises first-lien U.K. residential mortgage loans that
NRAM originated.

Bradford & Bingley PLC (B&B; acting on behalf of NRAM) will be the
interim servicer of the loans in the pool.  The owner of NRAM and
B&B, UK Asset Resolution Ltd. (UKAR), is in the process of selling
the B&B mortgage servicing business.

S&P expects the sale of B&B's mortgage servicing business to
complete shortly after this transaction closes.  On Feb. 1, 2016,
Computershare Ltd. entered into an exclusivity period with UKAR.
Should the sale of its mortgage servicing business complete, B&B
will continue as interim servicer until a new long-term servicing
contract is in place, at which point the purchaser will provide
services to NRAM and become the back-up servicer according to pre-
defined servicing agreements.

Approximately 92.57% of the pool comprises standard variable rate
(SVR) loans, or loans which will revert to an SVR in the future.
Based on S&P's legal analysis and the conditions outlined in the
various servicing agreements, S&P has been able to give credit to
the documented SVR floor rate for approximately 98% of the SVR
loans, which will apply post December 2016.  For the remaining SVR
loans on which S&P has not given credit to the minimum rate, this
is due to documented conditions in the underlying mortgage
agreements that permit the legal title holder to charge a borrower
interest based on the lower of the SVR rate and a rate linked to
the bank of England base rate (BBR) plus a margin determined by
the legal title holder.

S&P rates the class A notes based on the payment of timely
interest.  Interest on the class A notes is equal to three-month
sterling LIBOR plus a class-specific margin.  However, the class B
to G notes are somewhat unique in the European residential
mortgage-backed securities market in that they pay interest based
on the lower of the coupon on the notes (three-month sterling
LIBOR plus a class-specific margin) and the net weighted-average
coupon (WAC) cap.  The net WAC on the assets is based on the
interest accrued on the assets (whether it was collected or not)
during the quarter, less senior fees, divided by the current
balance of the assets at the beginning of the collection period.
This rate is then divided by the outstanding balance of the rated
notes (class A to G) as a percentage of the outstanding balance of
the assets at the beginning of the period to derive the net WAC
cap.  The net WAC cap is then applied to the outstanding balance
of the notes in question to determine the required interest.

In line with S&P's imputed promises criteria, its preliminary
ratings address the lower of these two rates.  A failure to pay
the lower of these amounts will, for the class B to G notes,
result in interest being deferred.  Deferred interest will also
accrue at the lower of the two rates.  S&P's ratings however, do
not address the payment of what are termed "net WAC additional
amounts" i.e., the difference between the coupon and the net WAC
cap where the coupon exceeds the net WAC cap.  Such amounts will
be subordinated in the interest priority of payments.  In S&P's
view, neither the initial coupons on the notes nor the initial net
WAC cap are "de minimis", and nonpayment of the net WAC additional
amounts is not considered an event of default under the
transaction documents.  Therefore, S&P do not need to consider
these amounts in its cash flow analysis, in line with S&P's
criteria for imputed promises.

As previously mentioned, S&P treats the class B to G notes as
deferrable-interest notes in its analysis.  Under the transaction
documents, the issuer can defer interest payments on these notes.
While S&P's preliminary 'AAA (sf)' rating on the class A notes
addresses the timely payment of interest and the ultimate payment
of principal, S&P's preliminary ratings on the class B to G notes
address the ultimate payment of principal and interest.

S&P's preliminary ratings reflect its assessment of the
transaction's payment structure, cash flow mechanics, and the
results of its cash flow analysis to assess whether the notes
would be repaid under stress test scenarios.  Subordination and
excess spread (there will be no reserve fund to provide credit
enhancement in this transaction) will provide credit enhancement
to the rated notes that are senior to the unrated notes and
certificates.  Taking these factors into account, S&P considers
that the available credit enhancement for the rated notes is
commensurate with the preliminary ratings assigned.

RATINGS LIST

Towd Point Mortgage Funding 2016-Granite1 PLC
Residential Mortgage-Backed Bonds, Including Unrated Notes

Class                   Prelim.        Prelim.
                        rating          amount
                                      (mil. EUR)

A                       AAA (sf)           TBD
B-Dfrd                  AA (sf)            TBD
C-Dfrd                  A (sf)             TBD
D-Dfrd                  A- (sf)            TBD
E-Dfrd                  BBB (sf)           TBD
F-Dfrd                  BB (sf)            TBD
G-Dfrd                  B (sf)             TBD
SDC cert.               N/A                N/A
Z                       NR                 N/A
X                       NR                 N/A
DC1 cert.               N/A                N/A
DC2 cert.               N/A                N/A
DC3 cert.               N/A                N/A

TBD--To be determined.
NR--Not rated.
N/A--Not applicable.


VEDANTA RESOURCES: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' foreign
currency long-term corporate credit rating on Vedanta Resources
PLC.  The outlook is stable.  S&P also affirmed its 'B' long-term
issue ratings on the company's guaranteed notes and loans.  S&P
removed all ratings from CreditWatch, where they were placed with
negative implications on Feb. 17, 2016.  Vedanta Resources is a
London-headquartered metals and oil company with most of its
operations in India.

"We removed the ratings from CreditWatch and affirmed them because
we believe Vedanta has addressed its refinancing and liquidity
risks," said Standard & Poor's credit analyst Mehul Sukkawala.

The company has tied up adequate funding and is in a position to
upstream sufficient funds through intercompany loan repayments to
refinance its US$1.35 billion of debt maturing in mid-2016.  In
addition, Vedanta Resources has received waivers and relaxation on
its covenants, eliminating the risk of covenant breaches.

Vedanta Resources' refinancing risk has reduced significantly
because its majority owned subsidiary Vedanta Ltd. is in a
position to upstream adequate funds to Vedanta Resources by
repaying part of a US$1.8 billion intercompany loan.  Vedanta Ltd.
will receive US$968 million over the next 10 days because
subsidiary Hindustan Zinc Ltd. declared about Indian rupee (INR)
120 billion dividend last week.  In addition, Vedanta Ltd. has
adequate unused term loan to cover the US$1.35 billion maturities.
S&P also understands that Vedanta Ltd. can repay more than US$1
billion of the intercompany loan in fiscal 2017 (year ending March
31, 2017) in compliance with Indian regulations.

S&P does not expect Vedanta Resources to face any material
liquidity pressure for the next 12-18 months.  This reflects the
lack of any material maturities, especially at the holding
company.  Also, S&P estimates that free cash flows from the copper
business in Zambia, the remaining portion of intercompany loan,
and dividend from Vedanta Ltd. will cover the debt servicing
requirements of US$300 million-US$350 million annually, post the
mid-2016 debt repayment, at the holding company.

The liquidity pressure has also eased with Vedanta Resources
receiving waivers on covenants that were under pressure for at
least the March and September 2016 testing and relaxations till
September 2018.

S&P expects Vedanta Resources' financial performance to improve
over the next 12-24 months from the current very weak levels,
supported by improving operating performance and positive free
operating cash flows.  The improvement in operating performance is
likely to largely result from Vedanta Resources' planned
commissioning of about 1.3 million tons of aluminum capacity in
India, turnaround in the operating performance of the Zambian
copper business, higher commodity prices, and cost cutting
measures.

S&P expects Vedanta Resources' of funds from operations (FFO) cash
interest cover (on a proportionate consolidation basis) to reach
1.65x in fiscal 2017 and about 2.0x in fiscal 2018.  This would
still be much better than about 1.35x that S&P estimates for
fiscal 2016.  S&P's financial projections have remained unchanged
since February 2016.  S&P's financial ratios are calculated on a
proportionate consolidation basis to reflect the company's current
organization structure.  Also, S&P has not factored in any
potential impact of the proposed merger of Cairn India Ltd. and
Vedanta Ltd.

Despite the reducing refinancing risk, on a proportionate
consolidated basis, S&P assesses Vedanta Resources' liquidity as
less than adequate because S&P expects the company's sources of
liquidity to be less than 1.2x over the next 12 months.  Also, S&P
believes the company continues to have fair relationships with
Indian banks.

"The stable outlook reflects our expectation that Vedanta
Resources will not face any material refinancing risk over the
next 12-15 months, especially at the holding company," said
Mr. Sukkawala.  "It also reflects our view that the company's
operating and financial performance will improve, supported by a
ramp-up in aluminum operations and a turnaround in the copper
business in Zambia."

S&P could lower the rating if it expects Vedanta Resources to face
material refinancing risk at the holding company over the next 12
months.  S&P could also lower the rating if commodity prices
significantly weaken and the ramp-up in the company's aluminum
business faces substantial difficulties resulting in FFO cash
interest cover of less than 1.25x.

S&P could raise the rating if it expects Vedanta Resources' FFO
cash interest cover to be 1.75x or more.  This could mean
consolidated EBITDA of about US$3 billion or more.  In addition,
the holding company should not face any material refinancing or
liquidity risk over the next 12-18 months.


                            *********

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
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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of the same firm for the term of the initial subscription or
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202-362-8552.


                 * * * End of Transmission * * *