TCREUR_Public/160414.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, April 14, 2016, Vol. 17, No. 073


                            Headlines


C Y P R U S

BANK OF CYPRUS: Fitch Ups Rating on $650MM Covered Bonds to BB+


G R E E C E

GREECE: Takes One-Week Break in Bailout Review Talks
NAT'L BANK OF GREECE: Moody's Affirms Caa2 Rating on Bond Program


I R E L A N D

RICHARD KEENAN: Placed Under Receivership, Sale Talks Ongoing


I T A L Y

ITALY: EU Regulators to Scrutinize New Bailout Fund for Banks


L U X E M B O U R G

ATLANTE FINANCE: Fitch Affirms BBsf Rating on Class C Notes
DEUTSCHE BANK: S&P Affirms 'CC' Ratings on 3 Note Classes


N E T H E R L A N D S

CADOGAN SQUARE VII: S&P Assigns Prelim. BB Rating to Cl. E Notes
E-MAC NL 2004-II: S&P Affirms CCC Rating on Class E Notes
E-MAC NL 2007-III: S&P Lowers Rating on Class D Notes to B-
GTH FINANCE: Moody's Assigns (P)B1 Rating to Proposed $1BB Notes
GTH FINANCE: S&P Assigns 'B+' Rating to Proposed Unsecured Notes

GTH FINANCE: Fitch Gives 'BB+(EXP)' Rating to Proposed Bond


N O R W A Y

SILK BIDCO: S&P Revises Outlook to Negative & Affirms 'B' CCR


P O L A N D

ALIOR BANK: Fitch Affirms 'BB' LongTerm Issuer Default Rating
EILEME 2 AB: Moody's Withdraws Ba3 Corporate Family Rating
SKOK POLSKA: Declared Bankrupt, Posted PLN46.2-Mil. Loss


R O M A N I A

* ROMANIA: Number of Company Bankruptcies Rises to 7,450 in 2015


R U S S I A

CARCADE LLC: Fitch Cuts Long-Term Issuer Default Ratings to B+
DELOPORTS LLC: Fitch Puts 'BB-' LT IDR on Rating Watch Negative
MEDNOGORSKY SCHEBEN: Enters Bankruptcy Proceedings
RENAISSANCE FINANCIAL: S&P Affirms B-/C ICRs, Outlook Negative
VNUKOVO INT'L: Bank of Russia Puts Forward Debt Proposal


S P A I N

BANKIA SA: Moody's Raises Deposit Ratings to Ba2, Outlook Stable


U N I T E D   K I N G D O M

GEMINI PLC: S&P Lowers Ratings on Two Note Classes to D(sf)
KCA DEUTAG: S&P Cuts Corp. Credit Rating to B-, Outlook Neg.
TATA STEEL: May 28 Deadline Set for Sale of UK Business


X X X X X X X X

* S&P Takes Neg. Rating Actions on 4 Global Fertilizer Companies


                            *********



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


BANK OF CYPRUS: Fitch Ups Rating on $650MM Covered Bonds to BB+
---------------------------------------------------------------
Fitch Ratings has upgraded Bank of Cyprus Public Company Ltd's
(BoC, CCC/C, Viability Rating: ccc) EUR650 million conditional
pass-through covered bonds to 'BB+' from 'B+'. The Outlook is
Stable.

The rating action follows the revision of Fitch's residential
mortgage assumptions for Cyprus after the program's annual review.

KEY RATING DRIVERS

The three-notch upgrade reflects the lower expected loss of the
broadly unchanged cover pool under Fitch revised residential asset
assumptions.

Fitch reviewed assumptions for the base frequency of foreclosure
(FF) matrix and the market value declines (MVDs). The 'B' base FF
for a standard residential mortgage loan in Cyprus (i.e. 30% debt-
to-income and 60%-70% original loan-to-value) has reduced to 28.3%
from 40.5% and the MVD has been revised to 52.1% from 60% at the
national level.

A detailed description of the rating drivers and the assumptions
considered for the analysis of BoC's covered bonds can be found in
the special report "Bank of Cyprus Public Company Ltd - Mortgage
Covered Bonds - Rating Drivers and Assumptions", dated  April 12,
2016 available at www.fitchratings.com.

When reviewing the assumptions for Cyprus, Fitch recognized that
as at end-2015 the economy was recovering, despite the still
fragile macroeconomic environment and the high unemployment
rate -- both of which are the primary drivers of FF. Indeed, GDP
grew by 1.6% in 2015 yoy, which was better than expected. Fitch
expects unemployment to decrease to the 14% range by 2017. Cypriot
public finances improved while the banking sector made progress in
restructuring with signs of stabilization in bank deposits. The
stock of consolidated sector non-performing loans has started to
decline, from a peak of over 50% in November 2014, to 45% in
December 2015. It remains one of the highest globally.

Fitch's 'BB+' breakeven overcollateralization (OC) is 41.8%
(equivalent to a 70.5% asset percentage). The main driver of the
breakeven OC is the 34.8% credit loss (down from the previous 'B+'
37.3%) that results from a 'BB+' weighted average (WA) FF of 65.7%
and a 'BB+' WA recovery rate of 60.7%.

The second largest contributor to the 'BB+' breakeven OC is the
9.9% asset disposal component, which primarily reflects the OC
such that principal and interest revenues on assets are sufficient
to cover interest payments on the covered bonds without triggering
asset sales. It also takes into account the additional OC that the
issuer puts aside to account for set-off that Fitch has factored
in by projecting the amount for the next 12 months using the
average marginal rate since September 2015, when the cover pool
decreased along with the partial cancellation of the covered bonds
from EUR1.0 billion to EUR0.65 billion.

A residual negative 0.2% OC derives from the cash flow valuation
component, which reflects the interest rates composition of the
cover assets and of the covered bonds. The breakeven OC considers
whether timely payments are met in a 'B+' scenario and tests for
recoveries given default on the covered bonds of at least 91% in a
'BB+' scenario.

The 'BB+' rating is based on BoC's Issuer Default Rating (IDR) of
'CCC', an unchanged IDR uplift of one, an unchanged Discontinuity
Cap (D-Cap) of eight notches (minimal discontinuity risk), and the
47% committed OC that Fitch takes into account in its analysis,
which provides more protection than the 41.8% 'BB+' breakeven OC.

The Stable Outlook on the covered bond rating reflects the slower
pace of underlying asset quality deterioration and progress in
economic recovery, albeit still fragile.

The unchanged D-Cap of eight is driven by the minimal
discontinuity risk assessment of the liquidity gap and systemic
risk component. The conditional pass-through structure together
with the mandatory principal coverage and the six-month interest
provisions mitigate the refinancing and liquidity risk in a
scenario where the cover pool is enforced as a source of payments
for the covered bondholders.

The unchanged IDR uplift of one reflects the bail-in exemption for
fully collateralized covered bonds and the domestically systemic
importance of the issuer so that Fitch believes resolution methods
other than liquidation are more likely to preserve important
banking operations, including covered bonds.

RATING SENSITIVITIES

A negative rating action on the covered bonds issued by Bank of
Cyprus Public Company Ltd (BoC) would be triggered by (i) a
downward revision of the 'BB+' country ceiling (ii) a reduction in
the total number of notches for the IDR uplift and the
Discontinuity Cap to three or below; and (iii) a decrease in the
program overcollateralization (OC) below the Fitch's 41.8%
breakeven OC.

All else being equal, it is unlikely that the 'BB+' covered bond
rating would be affected by a one- or a two-notch change to the
IDR of BoC. An upward movement of the country ceiling would only
lead to an upgrade of the rating of the program if sufficient OC
would be available to withstand assumptions for rating scenarios
higher than 'BB+'.

The Fitch breakeven OC for the covered bond rating will be
affected, among others, by the profile of the cover assets
relative to outstanding covered bonds, which can change over time,
even in the absence of new issuance. Therefore the breakeven OC to
maintain the covered bond rating cannot be assumed to remain
stable over time.



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


GREECE: Takes One-Week Break in Bailout Review Talks
----------------------------------------------------
Eleni Chrepa at Bloomberg News reports that Greece will take a
one-week break in bailout review discussions with its creditors,
after failing to reach an initial agreement, as officials from the
Greek government, the euro area and the International Monetary
Fund fly to Washington to attend IMF meetings.

Greek Finance Minister Euclid Tsakalotos said in e-mailed
statement early on April 12 officials decided to "pause," so they
can all go to Washington, Bloomberg relates.  "We will conclude a
staff level agreement shortly before the April 22 Eurogroup
meeting," Bloomberg quotes Mr. Tsakalotos as saying.

According to Bloomberg, Greece is targeting a staff-level deal
with its creditors before the meeting of euro-area finance
ministers so that discussions about debt relief can begin
immediately after that.  Talks continued in Athens over the past
week with a number of issues remaining open, including pension
reform, taxation and management of non-performing loans, Bloomberg
relays.

While the goal "is to conclude talks as soon as possible," the
ball is in Greece's court, European Commission Vice President
Valdis Dombrovskis, as cited by Bloomberg, said on April 11,
adding that an accord is possible in the "next few days or weeks."


NAT'L BANK OF GREECE: Moody's Affirms Caa2 Rating on Bond Program
-----------------------------------------------------------------
Moody's Investors Service has announced that the changes to the
documentation of the programme, made on or around April 8, 2016,
would not, in and of themselves and as of this time, result in the
downgrade or withdrawal of the Caa2 ratings on the covered bonds
issued by NBG under its National Bank of Greece S.A. Global
Covered Bond Programme.

These amendments include, amongst other things (1) an increase in
committed over-collateralisation to 25%; (2) the introduction of a
liquidity reserve to cover, on a rolling basis, 12 months interest
and principal payments due on the covered bonds.

Moody's has determined that the amendments, in and of themselves
and at this time, will not result in the downgrade or withdrawal
of the Caa2 ratings on the bonds issued by NBG under its National
Bank of Greece S.A. Global Covered Bond Programme.  However,
Moody's opinion addresses only the credit impact associated with
the proposed amendments, and Moody's is not expressing any opinion
as to whether the amendments have, or could have, other non-credit
related effects that may have a detrimental impact on the
interests of note holders and/or counterparties.




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


RICHARD KEENAN: Placed Under Receivership, Sale Talks Ongoing
-------------------------------------------------------------
Chris McCullough at Irish Independent reports that Richard Keenan
& Company Ltd. is currently being run by receivers after earlier
attempts to engage an investor in the company fell through.

According to a statement issued on April 12, advanced discussions
are under way to sell the business to Alltech, the US animal
nutrition company, Irish Independent relates.

Following a request from the directors of the company after
discussions with a potential investor concluded unsuccessfully,
joint receivers have been appointed to the company which trades as
Keenan System, Irish Independent recounts.

The company has recently suffered losses and is insolvent, Irish
Independent relays.

The business will continue to trade under the receivership, and
makes diet feeders and mixer wagons for cattle, Irish Independent
states.

Kieran Wallace -- kieran.wallace@kpmg.ie -- and Cormac O'Connor of
KPMG have been appointed joint receivers and will seek to sell the
business, Irish Independent discloses.

Richard Keenan & Company Ltd. is an Irish machinery and nutrition
company.  The business employs 222 people, 176 of them in Ireland.



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


ITALY: EU Regulators to Scrutinize New Bailout Fund for Banks
-------------------------------------------------------------
Jim Brunsden and Rachel Sanderson at The Financial Times report
that an Italian plan to create a new bailout fund to stabilise the
country's creaking lenders will face close scrutiny from EU
regulators, who have held up Rome's previous efforts to shore up
the sector.

Pier Carlo Padoan, Italy's finance minister, met bank chiefs on
April 11 to agree the fine print of a plan for a so-called bad
bank.  In broad terms, it would involve the creation of an
industry-led fund that would enable Italy's healthier banks,
insurers and asset managers to assist lenders in difficulty by
buying up their shares and non-performing loans, the FT discloses.

According to the FT, officials acknowledge that a key goal for
Italy is to sidestep EU rules that attach tough conditions to any
public support provided to banks, and so avoid a repeat of the
protracted wrangling with Brussels that held up a previous bank-
support scheme put in place earlier this year.

According to people briefed on the matter, the European Commission
has yet to have any substantial discussion with Rome over the
details of the new scheme, the FT relays.

The crucial issue for Margrethe Vestager, the EU's powerful
competition chief, will be whether any element of the Italian plan
constitutes state aid, the FT  notes   If it does, then EU rules
kick in requiring drastic measures of any bank that receives
support, the FT states.

Among those is a new requirement that losses be imposed on bank
creditors -- potentially even senior bondholders -- before any
state aid could be received. Such a "bail in" of creditors is
politically toxic in Italy, and something prime minister
Matteo Renzi has been trying to avoid, the FT says.



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


ATLANTE FINANCE: Fitch Affirms BBsf Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings has taken the following rating actions on Atlante
Finance S.r.l.'s notes:

  Class B notes (ISIN IT0004069040): upgraded to 'AA+sf' from
  'AAsf'; Outlook Stable

  Class C notes (ISIN IT0004069057): affirmed at 'BBsf'; Outlook
  revised to Stable from Negative

Atlante is a securitization of a mixed portfolio comprising: loans
to Italian SMEs backed by mortgages on residential and/or
commercial properties (the commercial sub pool); residential
mortgage loans to individuals (the residential sub-pool); and
unsecured loans to Italian local public entities (municipalities,
provinces and small companies or utilities owned by them). Loans
were originated and are serviced by Unipol Banca.

At December 31, 2015, commercial loans accounted for 56.3% of the
total pool balance (including defaulted loans), residential loans
for 43.1% and loans granted to Italian public entities for 0.6%.
At the same date, the portfolio outstanding balance (including
defaulted loans) was EUR317.8m (21% of the initial portfolio
balance at closing, in May 2006).

KEY RATING DRIVERS

Increased Available Credit Enhancement

The upgrade of the class B notes reflects an increase in credit
enhancement (CE) over the last 12 months, following the
transaction's deleveraging, and the short expected remaining life
of the class B notes. Available CE for the class B notes, based on
the total pool balance including the outstanding amount of
defaulted assets, increased to 95.6% in January 2016 from 85.5% in
April 2015. Based on the current amortization of the portfolio,
Fitch expects the class B notes to be repaid in full by year-end.

The affirmation of the class C notes and the revision of the
Outlook to Stable reflect an increase in the class C available CE
to 52.5% in January 2016 from 46.8% in April 2015 and the
stabilization of the deal performance since March 2015.

The class A notes were redeemed in full in January 2016 as a
result of the de-leveraging in the underlying portfolio.

Stabilizing Performance

Atlante has had volatile performance over time, mainly due to the
high single-obligor concentration in the commercial sub-pool. The
proportion of loans past due for more than 90 days in the
delinquent and performing outstanding portfolio peaked at 14.2% in
December 2014 and then fell to 0.7% in March 2015, after the loans
to the top two obligors defaulted in February 2015.

Between March and December 2015, 90-day+ delinquencies have been
between 0.7% and 1% of the outstanding delinquent and performing
portfolio and were 0.8% at end-December 2015. Cumulative defaults
as a percentage of the initial portfolio balance at closing only
marginally increased to 18.8% at 31 December 2015 from 18.7% at 31
March 2015.

In December 2015, the unpaid principal deficiency amount decreased
to EUR84.9m from EUR97.3m in April 2015, due to the low new
default rate and continued recovery inflows from March 2015.
However, the amount of outstanding defaults, including loans that
have been in arrears for more than six calendar months during the
life of the deal or classified as non-performing by the
servicer -- and their percentage of the portfolio balance --
remain high. At end-December 2015, outstanding defaulted loans
accounted for 50% of the total outstanding balance, 83% of which
related to the commercial sub-pool.

Recoveries from Outstanding Defaults

Atlante is benefitting from recoveries from existing defaults,
albeit slowly. At 31 December 2015, cumulative recoveries over
cumulative defaults since closing were 47.3%, up from 42.6% in
March 2015, with most coming from the defaulted loans in the
commercial sub-pool.

Under its SME criteria, Fitch gives some credit to recoveries on
already defaulted assets if it receives data that allow it to
identify where the assets are in the recovery process. Even though
Fitch has not received this information, it has decided to give
some credit to recoveries from existing defaults. This is a
criteria variation that the agency deemed necessary to properly
address a factor specifically relevant to this transaction, due to
the large amount of defaulted loans in the Atlante portfolio.

Furthermore, unlike in other comparable SME securitization
transactions, all outstanding defaulted loans in Atlante are
secured by mortgages on residential or commercial properties and
the transaction has shown a good recovery performance over its 10
years' history. Fitch has therefore assumed in its analysis that
the transaction will benefit from further recoveries on defaulted
assets outstanding at December 31, 2015 at a rate of 3.1% a year
for the next five years. The sum of recoveries to date and
recoveries from existing defaults is in line with the recovery
rate Fitch expects from new defaults.

Reduced Obligor Concentration

The high obligor concentration in the commercial sub-pool was the
main reason for Atlante's volatile performance over time. However,
obligor concentration has now reduced due to the amortization and
defaults of the largest obligors in the commercial sub-pool, and
the increasing share of residential mortgage loans granted to
individuals over the total performing and delinquent portfolio.

Fitch estimates the largest 10 obligor groups to account for 8.6%
of the performing and delinquent portfolio balance at 31 December
2015.

Payment Interruption Risk Mitigated

The servicer of this portfolio is Unipol Banca, which is not
rated. However, payment interruption risk is mitigated by a
liquidity facility of EUR63.8m, which can be used by the issuer in
case of payment shortfalls relating to interest due and payable on
the rated notes and other items payable in priority thereto. The
liquidity facility was fully collateralized after the downgrade of
the liquidity facility provider (Royal Bank of Scotland,
BBB+/Stable/F2) below 'F1' in May 2015, and the collateral is held
in an account opened in the name of Atlante with BILLIONP Paribas
(A+/Stable/F1).

RATING SENSITIVITIES

Changes to Italy's Long-term Issuer Default Rating (BBB+/Stable)
and the rating cap for Italian structured finance transactions,
currently 'AA+sf', could trigger rating changes on the class B
notes.

The class B notes are resilient to high-stress scenarios. Assuming
no recoveries on outstanding defaults (ie no criteria variation)
and increasing by 25% the probability of default of each obligor
in the portfolio or haircutting by 25% recoveries on future
expected defaults would not affect the class B notes' rating.

The class C notes' ratings are sensitive to the amount of
recoveries expected to come from outstanding defaults. Assuming no
recoveries on outstanding defaulted loans (ie no criteria
variation) would result in a class C downgrade of two rating
categories.

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
pool and the transaction. There were no findings 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 on
the underlying asset pool ahead of the transaction's initial
closing. The subsequent performance of the transaction over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

SOURCES OF INFORMATION

The information below was used in the analysis.
Servicer report dated December 31, 2015, provided by Unipol Banca.
Loan-by-loan data dated December 31, 2015, provided by Unipol
Banca.
Investor report dated January 28, 2016, provided by BILLIONP
Paribas Securities Services, Milan Branch.


DEUTSCHE BANK: S&P Affirms 'CC' Ratings on 3 Note Classes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' credit
ratings on all classes of notes in Deutsche Bank Luxembourg S.A.'s
(DBL) series 50.

DBL's series 50 is a resecuritization of GEMINI (ECLIPSE 2006-3)
PLC's class A notes.  At closing, the seller--Deutsche Bank AG--
sold to DBL GBP175.84 million of GEMINI (ECLIPSE 2006-3)'s class A
commercial mortgage-backed securities (CMBS) floating-rate notes.
The issuance of the notes funded the purchase of this portion of
GEMINI (ECLIPSE 2006-3)'s class A notes.

The affirmations follow S&P's April 12, 2016 lowering to 'D (sf)'
from 'CC (sf)' of its rating on GEMINI (ECLIPSE 2006-3)'s class A
notes.

On the most recent interest payment date (IPD), GBP156.8 million
in principal proceeds were applied to partially repay GEMINI
(ECLIPSE 2006-3)'s class A notes.  DBL's series 50 receives 30.90%
of all of GEMINI (ECLIPSE 2006-3)'s class A notes' proceeds.
After deducting for senior expenses, this was sufficient to fully
repay the class A1 notes, for which the rating has been withdrawn.

The interest payments under the notes are met by DBL's series 50's
swap counterparty.

S&P has therefore affirmed its 'CC' ratings on all of the
remaining rated classes of notes in DBL's series 50.  S&P rates a
tranche 'CC' when it expects a default to be a virtual certainty.
This in line with S&P's criteria for assigning such ratings.

RATINGS LIST

Deutsche Bank Luxembourg S.A. RE Series 50
GBP175.84 mil Fiduciary Notes Series 50

                                        Rating      Rating
Class              Identifier           To          From
A2                 XS0570458090         CC          CC
A3                 XS0570458256         CC          CC
A4                 XS0570458413         CC          CC



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


CADOGAN SQUARE VII: S&P Assigns Prelim. BB Rating to Cl. E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary credit
ratings to Cadogan Square CLO VII B.V.'s floating-rate class A, B,
C, D, and E notes.  At closing, Cadogan Square CLO VII will also
issue an unrated subordinated class of notes.

Cadogan Square CLO VII is a European cash flow collateralized loan
obligation (CLO), securitizing a portfolio of primarily senior
secured euro-denominated leveraged loans and bonds issued by
European borrowers.  Credit Suisse Asset Management Ltd. is the
portfolio manager.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.  The portfolio's reinvestment period will end
approximately four years after closing.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B+' rating.  S&P considers that the portfolio at
closing will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds.  Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
collateralized debt obligations.

In S&P's cash flow analysis, it used the euro equivalent of
EUR400 million target par amount, a weighted-average spread
(4.20%), a weighted-average coupon (6.00%), and weighted-average
recovery rates at each rating level.  S&P applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

At closing, the issuer intends to enter into an interest rate cap
agreement with a suitably rated counterparty, which will be based
on a fixed notional amount with a specified strike rate.  If
interest rates rise above the specified strike rate, the issuer
will receive from the swap counterparty interest proceeds equal to
the difference between the then interest rate and the strike rate.

Elavon Financial Services Ltd. is the bank account provider and
custodian.  At closing, S&P anticipates that the documented
downgrade remedies will be in line with its current counterparty
criteria.

Following the application of S&P's nonsovereign ratings criteria,
it considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels.
This is because the concentration of the pool comprising assets in
countries rated lower than 'A-' is limited to 10% of the aggregate
collateral balance.

At closing, S&P considers that the issuer will be bankruptcy
remote, in accordance with its European legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

RATINGS LIST

Cadogan Square CLO VII B.V.
EUR411.65 Million Senior Secured Floating-Rate Notes And
Subordinated Notes

Class                 Prelim.          Prelim.
                      rating            amount
                                      (mil. EUR)
A                     AAA (sf)          241.00
B                     AA (sf)            44.00
C                     A (sf)             28.00
D                     BBB (sf)           17.50
E                     BB (sf)            27.50
M                     NR                 53.65

NR--Not rated.


E-MAC NL 2004-II: S&P Affirms CCC Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
E-MAC NL 2004-II B.V.'s class A, B, D, and E notes.  At the same
time, S&P has raised its rating on the class C notes.

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

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

The rating actions follow S&P's credit and cash flow analysis of
the transaction and the application of S&P's Dutch RMBS criteria.

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

The portfolio's collateral performance has been stable and in line
with S&P's expectations since its May 2014 review.  Total arrears
in the pool have increased marginally to 2.60% from 2.04% at S&P's
previous review and remain slightly above our Dutch RMBS index
level of 1.2%.  Cumulative losses remain low, at 0.60%.

This transaction has a fully funded reserve fund, which is
amortizing, and provides 2.03% of credit enhancement.  As a result
of principal repayments, available credit enhancement for all
classes of notes has increased since S&P's previous review.

After applying S&P's Dutch RMBS criteria to this transaction, its
credit analysis results show a decrease in the weighted-average
foreclosure frequency (WAFF) at all levels due to the increased
pool seasoning.  At the same time, S&P has also seen an increase
in the weighted-average loss severity (WALS) for each rating
level, compared with those at S&P's previous review, due to its
updated market value decline adjustments under S&P's updated
criteria.

Rating     WAFF      WALS
level       (%)       (%)
AAA       15.76     27.01
AA        11.22     23.93
A          8.69     19.13
BBB        6.19     17.13
BB         3.82     16.00
B          3.03     14.99

The overall effect is an increase in the required credit coverage
for all rating levels.

S&P's revised cash flow analysis is based on the application of
its Dutch RMBS criteria and now assumes an additional late
recession timing at the start of year three, which is affecting
S&P's cash flow results.

Taking this into account, S&P considers the increased available
credit enhancement for the class A, B, and C notes to be
sufficient to withstand the expected loss at higher rating levels
than the currently assigned ratings.  However, under S&P's current
counterparty criteria, its ratings on the class A, B, and C notes
are constrained by its long-term issuer credit rating (ICR) on the
swap counterparty, Royal Bank of Scotland N.V. (The)
(BBB+/Positive/A-2).  The swap documentation reflects S&P's
current counterparty criteria, but the transaction's documented
collateral posting requirements limit S&P's maximum potential
ratings in this transaction at 'A+ (sf)'.  S&P has therefore
affirmed its 'A+ (sf)' ratings on the class A and B notes, and
have raised to 'A+ (sf)' from 'A (sf)' its rating on the class C
notes.

At the same time, it is S&P's view that the available credit
enhancement for the class D notes is commensurate with the
expected losses at the currently assigned rating level.  S&P has
therefore affirmed its 'BBB (sf)' rating on the class D notes.

The class E notes are not supported by any subordination or the
reserve fund.  The full redemption of the class E notes relies on
the full release of the reserve fund at the end of the
transaction, which will follow the full redemption of the class A
to D notes.  S&P previously reported that it considers that there
is a one-in-two chance of a default on the class E notes in seven
of the E-MAC NL transactions.

S&P's view on this is unchanged and it has therefore affirmed its
'CCC (sf)' rating on the class E notes.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one- and three-year
horizons.  This did not result in S&P's rating deteriorating below
the maximum projected deterioration that it would associate with
each relevant rating level, as outlined in S&P's credit stability
criteria.

E-MAC NL 2004-II is a Dutch RMBS transaction, which closed in
December 2004, and securitizes first-ranking mortgage loans
originated by CMIS Nederland (previously GMAC-RFC Nederland).

RATINGS LIST

Class              Rating
          To                 From

E-MAC NL 2004-II B.V.
EUR613.05 Million Residential Mortgage-Backed Floating-Rate Notes

Ratings Affirmed

A         A+ (sf)
B         A+ (sf)
D         BBB (sf)
E         CCC (sf)

Rating Raised

C         A+ (sf)            A (sf)


E-MAC NL 2007-III: S&P Lowers Rating on Class D Notes to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
E-MAC Program B.V. Compartment NL 2007-III's class A1, A2, and E
notes.  At the same time, S&P has lowered its ratings on the class
B, C, and D notes.

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

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

The rating actions follow S&P's credit and cash flow analysis of
the transaction and the application of its Dutch RMBS criteria.

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

The portfolio's collateral performance has been stable and in line
with S&P's expectations since its June 2013 review.  Total arrears
in the pool have increased marginally to 1.80% from 1.68% at S&P's
previous review and remain slightly above its Dutch RMBS index
level of 1.2%.  Cumulative losses remain low, at 0.59%.

This transaction has a fully funded reserve fund, which is
amortizing, and provides 0.30% of credit enhancement.  As a result
of principal repayments, available credit enhancement for all
classes of notes has increased since S&P's previous review.

After applying S&P's Dutch RMBS criteria to this transaction, its
credit analysis results show an increase in the weighted-average
foreclosure frequency (WAFF) at all levels due to S&P's increased
base foreclose frequency levels under its updated criteria.  At
the same time, S&P has also seen an increase in the weighted-
average loss severity (WALS) for each rating level, compared with
those at S&P's previous review, due to its updated market value
decline adjustments under its updated criteria.

Rating     WAFF      WALS
level       (%)       (%)
AAA       20.63     47.32
AA        14.29     43.97
A         10.97     37.49
BBB        7.50     33.91
BB         4.33     31.35
B          3.37     28.95

The overall effect is an increase in the required credit coverage
for all rating levels.

S&P's revised cash flow analysis is based on the application of
its Dutch RMBS criteria and now assumes an additional late
recession timing at the start of year three, which is affecting
S&P's cash flow results.

Taking this into account, S&P considers the increased available
credit enhancement for the class A1 and A2 notes to be sufficient
to withstand the expected loss at higher rating levels than the
currently assigned ratings.  However, under S&P's current
counterparty criteria, its ratings on the class A1 and A2 notes
are constrained by S&P's long-term issuer credit rating (ICR) on
the swap provider, Credit Suisse International (A/Stable/A-1).
Due to noncompliance with S&P's current counterparty criteria, the
maximum rating achievable for the class A1 and A2 notes is S&P's
long-term ICR plus one notch on Credit Suisse International, i.e.,
'A+ (sf)'.  S&P has therefore affirmed its 'A+ (sf)' ratings on
the class A1 and A2 notes.

At the same time, it is S&P's view that the available credit
enhancement for the class B, C, and D notes is not commensurate
with the expected losses at their currently assigned rating
levels.  S&P has therefore lowered to 'A (sf)' from 'A+ (sf)' its
rating on the class B notes, to 'BBB (sf)' from 'A (sf)' S&P's
rating on the class C notes, and to 'B- (sf)' from 'BB- (sf)' its
rating on the class D notes.

The class E notes are not supported by any subordination or the
reserve fund.  The full redemption of the class E notes relies on
the full release of the reserve fund at the end of the
transaction, which will follow the full redemption of the class A
to D notes.  S&P previously reported that it considers that there
is a one-in-two chance of a default on the class E notes in seven
of the E-MAC NL transactions.  S&P's view on this is unchanged and
it has therefore affirmed its 'CCC (sf)' rating on the class E
notes.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one- and three-year
horizons.  This did not result in S&P's rating deteriorating below
the maximum projected deterioration that S&P would associate with
each relevant rating level, as outlined in its credit stability
criteria.

E-MAC NL 2007-III is a Dutch RMBS transaction, which closed in
June 2007, and securitizes first-ranking mortgage loans originated
by CMIS Nederland (previously GMAC-RFC Nederland).

RATINGS LIST

Class              Rating
          To                 From

E-MAC Program B.V. Compartment NL 2007-III
EUR243 Million, $415.6 Million Residential Mortgage-Backed
Floating-Rate Notes

Ratings Affirmed

A1        A+ (sf)
A2        A+ (sf)
E         CCC (sf)

Ratings Lowered

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


GTH FINANCE: Moody's Assigns (P)B1 Rating to Proposed $1BB Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1 senior
unsecured rating and a Loss Given Default assessment of LGD5 to
new proposed notes of approximately $1.0 billion issued by GTH
Finance B.V., partly owned by VimpelCom group, an international
telecommunications company.  The outlook is stable.

"We have assigned (P)B1 ratings to GTH Finance B.V.'s new notes to
reflect VimpelCom's guarantee and the structural subordination of
the notes to senior group's debt, guaranteed by its main Russia-
based operating subsidiary VimpelCom PJSC which we rate at Ba3",
says Julia Pribytkova, a Moody's Vice President - Senior Analyst.

GTH Finance B.V. will issue the notes with the sole purpose of on-
lending the proceeds to its parent company Global Telecom Holding
S.A.E. (GTH, unrated) incorporated in Egypt.  GTH is 51.9%
indirectly owned by VimpelCom Ltd (Ba3 stable), via its subsidiary
VimpelCom Holdings B.V., which acts as guarantor for the new
notes.

The proceeds of the notes will be utilized for (1) the repayment
of an intra-company loan to VimpelCom; and (2) other corporate
purposes.

                       RATINGS RATIONALE

The new notes' (P)B1 rating, which is one notch below VimpelCom
Ltd's corporate family rating, reflects their structural
subordination to approximately 70% of the group's debt (totalling
$7.2 billion, including $5.5 billion of outstanding rated notes),
which is directly guaranteed by the Russian operating subsidiary
VimpelCom PJSC.

The notes will be issued for the term of up to seven years, and
will rank pari passu with other existing and future indebtedness
of VimpelCom holding structures.  The notes will be structurally
subordinated to all obligations of VimpelCom's direct or indirect
operating subsidiaries (or guaranteed by them).  The investors
will benefit from certain non-financial covenants including a
negative pledge and restrictions on mergers and reorganizations.

VimpelCom's financial profile is largely shaped by its Russian and
Ukrainian subsidiaries, which provide the bulk of the cash flows
available to the group.  However, Moody's expects GTH, which holds
a 46.5% stake at Omnium Telecom Algeria S.p.A. (unrated), and
fully owns Pakistan Mobile Communications Limited (B1 stable) and
Banglalink Digital Communications Limited (Ba3 stable) to
contribute up to 40% to the group's total dividend income by 2019.

VimpelCom's Ba3 rating reflects (1) the company's position as the
third-largest operator in Russia with 57 million subscribers,
sharing a leadership position in the country's largest
metropolitan market, Moscow, with its closest peer Mobile
Telesystems PJSC (MTS, Ba1 under review for downgrade); and (2)
the company's solid liquidity and balanced debt maturity profile.

Moody's positions VimpelCom's rating lower than those of its
Russian peers MTS and Megafon PJSC (Ba1 under review for
downgrade), to reflect its (1) higher leverage; (2) weaker
profitability and financial metrics, in particular debt coverage;
(3) elevated foreign-currency risk, with more than 70% of the
company's debt denominated in foreign currencies, and 80% of
revenues in highly volatile Russian roubles and Ukrainian hryvnias
(although this is partially mitigated by a meaningful cash cushion
denominated predominantly in US dollars); (4) exposure to
technological risks associated with the substantial investment
required to maintain competitiveness on the Russian mobile data
market; and (5) a track record of sizeable debt-funded M&A
activity.

                   RATIONALE FOR STABLE OUTLOOK

The outlook on the ratings is stable and reflect adequate
positioning of the group's rating, given that its major operating
subsidiaries are exposed to the deteriorating economic environment
and country risks of Russia and Ukraine.

WHAT COULD CHANGE THE RATING UP/DOWN

There would be upward pressure on VimpelCom's ratings if (1) the
group demonstrated sustainable and meaningful diversification of
the cash flows available to the group; (2) the group's debt/EBITDA
were to decline below 2.0x (Moody's-adjusted) on a sustainable
basis; and (3) the market position and liquidity of the key
Russian operations remained solid.  Evolution towards a more
diversified cash flow mix and dividend base would positively
affect the group's rating.

Conversely, the ratings could come under pressure if: (1)
VimpelCom's debt/EBITDA were to rise above 3.0x (Moody's-adjusted)
on a sustained basis, or (2) VimpelCom's operating profile, market
position or liquidity were to deteriorate materially as a result
of adverse market developments and/or material transactions
negatively affecting the group's financial flexibility.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.

Headquartered in Amsterdam, the Netherlands, VimpelCom Ltd
(VimpelCom) is an international telecommunications company
operating in 14 countries.  It is a holding company for VimpelCom
PJSC (Russia and CIS), Kyivstar G.S.M. Joint Stock Company
(Ukraine, rating withdrawn), and Global Telecom Holding S.A.E.
The company owns 50% in a joint venture in Italy with CK Hutchison
Holdings Limited (A3 stable).

VimpelCom is 40.8% owned by LetterOne (not rated), 43.0% by
Telenor ASA (A3 stable), 7.1% by Stichting Administratiekantoor
Mobile Telecommunications Investor and 9.1% is in free float.  In
2015, VimpelCom reported revenue of $9.6 billion and EBITDA of
$2.86 billion.


GTH FINANCE: S&P Assigns 'B+' Rating to Proposed Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'BB' long-term corporate credit rating to Netherlands-registered
VimpelCom Holdings B.V., the core financing subsidiary of
VimpelCom Ltd.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue rating to the proposed
senior unsecured notes to be issued by VimpelCom's subsidiary GTH
Finance B.V. (unrated) and guaranteed by VimpelCom Holdings.

S&P assigned its 'BB' rating to VimpelCom Holdings B.V. because
S&P considers it to be a core subsidiary of VimpelCom Ltd.  This
is largely because VimpelCom Holdings enjoys a strong degree of
support from the group and it plays an important role of a
treasury and liquidity management center along with VimpelCom
Amsterdam B.V., another entity of the group. VimpelCom Holdings
holds stakes in all operating companies within the VimpelCom group
except VimpelCom's Italian unit WIND.

S&P has also assigned a 'B+' proposed rating to senior unsecured
notes to be issued by GTH Finance B.V. and guaranteed by VimpelCom
Holdings.  This rating is two notches lower than the rating on the
guarantor because, in S&P's view, the notes will be structurally
subordinated to debt either issued or guaranteed by the operating
subsidiaries of VimpelCom Holdings.

The stable outlook on VimpelCom Holdings mirrors that on Vimpelcom
Ltd.  S&P will maintain the ratings on VimpelCom Holdings at the
level of the long-term rating on VimpelCom Ltd. as long as S&P
continues to consider VimpelCom Holdings as a core subsidiary.


GTH FINANCE: Fitch Gives 'BB+(EXP)' Rating to Proposed Bond
-----------------------------------------------------------
Fitch Ratings has assigned GTH Finance B.V.'s proposed bond an
expected 'BB+(EXP)' rating. The bond will be guaranteed by
VimpelCom Holdings B.V. The expected rating is in line with the
group's ultimate parent, VimpelCom Ltd.'s (VimpelCom) Issuer
Default Rating (IDR). The final rating is contingent upon the
receipt of final documents conforming to information already
received.

The proposed bond is effectively structured as a senior unsecured
obligation of VimpelCom Holdings B.V., which is an intermediary
holding company within Vimpelcom group and the group's main issuer
of public debt.

"VimpelCom is a geographically diversified mobile-focused telecoms
operator controlling the seventh-largest global subscriber base of
approximately 217 million including Italy. Russian/CIS operations
are a core cash generating unit for the group, with less
significant cash flows from Global Telecom Holding S.A.E. (GTH), a
52% owned subsidiary with operations in Pakistan, Bangladesh and
Algeria, and Wind Telecomunicazioni SpA (Wind; B+/Stable), which
is highly leveraged but ring-fenced and Italy's third-largest
mobile company. VimpelCom's leverage is moderate and we expect
this to reduce in the next three years. However, there is a
significant currency mismatch as over 70% of its gross debt is in
US dollars."

KEY RATING DRIVERS

Strong Russian Operations

"VimpelCom is the third-largest mobile telecoms operator in Russia
with 22% service revenue and a high 24% subscriber market share.
We expect that the company will remain a strong mobile player in
the country. Although its market share has been steadily declining
over the three years to 2014, a catch-up in capex should allow it
to compete on a more level playing field with its larger peers. In
the three years to December 2014, VimpelCom invested 15% more
capex in Russia than Megafon (BB+/Stable), a key rival."

Rational Competition In Russia To Continue

The Russian market is strongly competitive, with four national
facilities-based mobile operators. However, the 2014 merger of
Rostelecom's and Tele2 Russia's mobile assets into new company,
LLC T2 RTK Holding (B+/Stable), reduced disruptive pressures in
many regions. While the new operator is targeting a higher market
share, the market focus is likely to be on service quality with
contained price competition in key areas, including Moscow.

Russia To Remain Core Cash Flow Contributor

VimpelCom's Russian operations are likely to remain highly
profitable, with improving contribution to free cash flow (FCF),
driven by the end of the catch-up investments and future capex
synergies on the back of a network sharing agreement with MTS
(BB+/Stable), the largest mobile operator in Russia. The large
absolute size of the Russian franchise with 59 million subscribers
is sufficient to maintain stable and strong EBITDA margins in the
range of up to 40%, in our view."

Low Cash Flows From GTH

"We believe GTH, VimpelCom's 52%-owned holding company controlling
fully-owned mobile operating subsidiaries in Pakistan and
Bangladesh and a 46%-owned subsidiary in Algeria, will retain
strong strategic ties with the parent. Cash flows from GTH to
VimpelCom are likely to remain insignificant in absolute terms as
GTH is investing to support growth of its operations and
deleveraging."

Modest Diversification Benefits

Operations outside Russia provide a degree of diversification for
the group. However, the positive impact is modest as all these
operations are based in emerging markets. In many of these
countries the operating and the regulatory environment is
difficult, reflected by their low sovereign ratings.

Wind Is Ring-Fenced

Wind, VimpelCom's 100%-owned third-largest mobile operator in
Italy, is highly leveraged but is ring-fenced. Wind's debt is non-
recourse to VimpelCom and Wind's default on its obligations will
not trigger a cross-default on VimpelCom's debt. Fitch therefore
deconsolidates this subsidiary from VimpelCom group results and
leverage metrics.

"In our view, VimpelCom cannot reasonably expect any cash flows
from this subsidiary in the short to medium term as Wind will
remain focused on deleveraging. Any dividend distributions are
currently restricted under the terms of its loan and bond
documentation until leverage significantly abates."

Positive FCF Generation

"We expect VimpelCom to maintain positive FCF generation. EBITDA
margins in Russia may come under modest pressure due to increasing
competition, but stronger margins are likely at GTH. Capex will
start declining from 2016 as the major phase of 4G/3G roll-out
will be largely completed. Cash flows will be supported by low
dividends. VimpelCom guided that its shareholder pay-outs would
remain low until the group's leverage drops to below 2x net
debt/EBITDA. Although this goal looks achievable if the Wind/3i
merger goes through, this is unlikely before the transaction
closes, which company expects to be around end-2016."

Moderate Leverage, Sufficient Liquidity

"We expect VimpelCom's leverage to remain moderate, at below 2.25x
net debt/EBITDA. This leverage metric is calculated with Wind and
the Algerian subsidiary deconsolidated but potentially including
regular dividends from these entities into group EBITDA (Wind is
unlikely to disburse any dividends in the near-to-medium term, we
expect the Algerian subsidiary to start paying dividends from
2016)."

"Further significant FX pressure, although not out of the
question, looks less likely now as we believe that the brunt of
depreciation has already taken place. However, FX risks remain
significant, with the proportion of dollar-denominated debt at
above 70% of the group's total (excluding Wind). This is partially
mitigated by a significant share of cash also held in $US."

Corporate Governance A Drag

Fitch applies a two-notch discount for corporate governance, which
it views as average for large Russian private-owned companies.
This discount reflects both Russian governance weaknesses and the
issuer-specific situation, driven by major shareholder risk.
LetterOne, VimpelCom's largest shareholder with a 56% economic
interest stake and a 48% voting stake, is a non-transparent
investment company reported to be ultimately owned by a few
Russian individuals. Its influence on the company is likely to
increase after the other large shareholder, Telenor, took a
strategic decision to divest of its 33% economic stake in
VimpelCom. VimpelCom's predominant exposure to emerging markets
makes corporate governance risks part of the company's risk
profile.

No Subordination for PJSC-guaranteed Debt

"We rate VimpelCom's parent company debt at the same level as debt
issued by Vimpel-Communications PJSC (PJSC). This is because the
amount of prior-ranking debt at PJSC, the strongest operating
entity within the group, is below 2x of group's EBITDA and
VimpelCom intends to discontinue relying on PJSC's guarantees for
issuing holdco debt. We expect that the amount of prior-ranking
debt guaranteed or directly issued by PJSC will keep declining.
PJSC consolidates Russian operations and some other Eurasian
assets including in Kazakhstan, Uzbekistan, Kyrgizstan, Georgia
and Armenia, and is the core cash generating unit within the
VimpelCom group."

RATING SENSITIVITIES

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

-- Improvements in corporate governance, likely driven by a
    higher ring-fence protecting from potential negative
    influence of the dominant shareholder.

-- Stronger diversification leading to sustainably more robust
    FCF generation.

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

-- Hindrances to cash flow circulation across the key
    subsidiaries, most importantly in Russia.

-- Significant operating pressures leading to lower cash flow
    generation.

-- A sustained rise in Fitch-defined net debt/EBITDA to above
    2.25x, with Wind and the Algerian operations deconsolidated
    but reflecting regular dividends from these entities in
    EBITDA.



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


SILK BIDCO: S&P Revises Outlook to Negative & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Norwegian cruise operator, Silk Bidco AS (Hurtigruten)
to negative from stable.  S&P also affirmed its 'B' long-term
corporate credit rating.

At the same time, S&P affirmed its 'BB' issue rating on
Hurtigruten's super senior revolving credit facility (RCF).  The
recovery rating on the facility is unchanged at '1+', indicating
S&P's expectations of full (100%) recovery in the event of a
default.

S&P also affirmed its 'B' issue rating on senior secured notes.
The recovery rating on these notes is unchanged at '4', indicating
S&P's expectation of recovery prospects in the upper half of the
30%-50% range.

The outlook revision reflects the risk that the European Free
Trade Association's ongoing investigation into the Norwegian
government's Coastal Services Agreement with Hurtigruten could
have a negative impact on the group's operating performance or
cash flows if there were to be any material repercussions stemming
from this investigation.  Additionally, S&P's revised outlook
incorporates its view that free operating cash flow (FOCF) could
come under pressure in 2016, mainly as a result of higher capital
expenditure (capex).

Hurtigruten reported revenue growth of 11.7% in 2015 with
occupancy rates on an upward trend, improving by 1.8% to 63.6%.
However, overall profitability was hindered by increased costs
primarily relating to the unwinding of hedges related to bunker
costs, which S&P considers to be operating expenses.  In S&P's
view, this highlights continued volatility in the group's
profitability, which has historically been affected by low
occupancy rates during the winter months.

S&P's weak business risk profile assessment reflects S&P's view
that Hurtigruten's occupancy rates are lower than competitors, at
60%-65% historically.  However, this is balanced by its strong
position in the market due to the Coastal Service Contract with
the Norwegian government.  The company's established brand, with
over 120 years of history, also provides barriers to entry and an
advantage over competitors.  Additionally, S&P sees that
Hurtigruten has succeeded in improving occupancy rates and top
line growth over the past 12 months.  The latter will be further
supported by an additional vessel joining the fleet during 2016.

S&P's highly leveraged assessment of Hurtigruten's financial risk
profile reflects S&P's view of the company's Standard & Poor's-
adjusted debt metrics and its financial policy following its
acquisition by Silk Bidco, of which private equity firm TDR
Capital indirectly owns 90%.

Hurtigruten's capital structure includes EUR455 million senior
secured notes and a EUR65 million super senior RCF.  In addition,
Hurtigruten has issued about Norwegian krone (NOK) 1.8 billion
(EUR200 million) of interest-free, preferred equity certificates
(PECs) to TDR Capital.  Although S&P views the PECs as debt-like,
S&P recognizes their cash-preserving function and deep
subordination in the capital structure.  S&P also factors into its
adjusted debt metrics about NOK160 million relating to the
company's sale and leaseback of two vessels.

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

   -- Revenue growth of between at least 1%-3% in 2016 and 2017,
      reflecting relatively stable occupancy rates as well as
      low-level ticket price rises.  S&P also assumes that the
      adjusted EBITDA margin will improve to above 20% in 2016
      and 2017 from 17.4% in 2015, factoring in an expectation
      that forward contracts entered into by Hurtigruten will be
      less volatile in future.

   -- Capex of around NOK750 million in 2016 before returning to
      NOK300 million-NOK350 million in 2017.

   -- External financing of up to NOK225 million to fund the
      additional vessel, MS Spitsbergen, to be raised in the
      first half of 2016.

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

   -- Adjusted debt to EBITDA of 7.0x-7.5x in 2016 and 2017 (from
      8.9x in 2015).

   -- Funds from operations (FFO) to debt between 7.5% and 8.5%
      in 2016 and 2017 (from around 6.0% in 2015).

   -- EBITDA interest cover above 2.0x in 2016 and 2017.

The negative outlook reflects a one-in-three chance that S&P could
lower the rating on Hurtigruten over the next 12 months.

S&P could lower the rating within the next 12 months if
Hurtigruten's earnings and cash flow generation fail to improve
such that the group shows sustainable leverage reduction from the
current elevated levels.  If S&P views Hurtigruten as unable to
restore FOCF generation to materially positive from 2017 onward,
or as having weakening liquidity, S&P could also lower the rating.

S&P could revise the outlook to stable if the group demonstrated
leverage reduction from current levels, such that the adjusted
debt-to-EBITDA ratio was 7.0x-8.0x, with interest cover solidly
above 2.0x.  S&P would also expect FOCF to be positive from 2017
onward.  Additionally, S&P would expect it to be clearer that the
current investigation would not have a material negative impact on
Hurtigruten's business operations or financial and credit metrics.



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


ALIOR BANK: Fitch Affirms 'BB' LongTerm Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Alior Bank SA's Long-term Issuer
Default Rating (IDR) at 'BB' and Viability Rating (VR) at 'bb'.
The Outlook on the Long-term IDR is Stable.

The affirmation follows the bank's announcement on April 1, 2016
that it will acquire part of Bank BPH, 87.2% owned by GE Capital.
As a result of the transaction, Alior's consolidated assets are
likely to increase by about 30%.

KEY RATING DRIVERS

VR, IDRS AND NATIONAL RATINGS
The affirmation reflects Fitch's base case expectation that the
impact of the transaction on Alior's credit profile will be
broadly neutral. In the agency's view, the bank's capital ratios,
business profile and funding mix are unlikely to significantly
change. Asset quality may somewhat improve, while profitability is
likely to be initially negatively affected.

Alior will acquire BPH Core, which comprises BPH's balance sheet
excluding residential mortgages (predominantly in Swiss francs),
funding from GE Capital, subordinated debt and assets and
liabilities related to the asset management unit. Alior plans to
acquire about PLN8.5billion loans and PLN12billion customer
deposits, both dominated by retail customers (about 60% share),
which is similar to Alior's current loan and deposit structure.
Management has told Fitch that Alior is fully ring-fenced from any
risk related to assets outside of BPH Core, including foreign
currency denominated mortgages.

The acquisition fits well into Alior's strategy, based largely on
fast credit expansion in higher-margin loan products. The combined
bank would become the ninth-largest Polish bank by total assets
(Alior is currently ranked 13th) and the second-largest consumer
lender. Alior's management plans to conclude the transaction by
end-2016, with the operational merger to be completed in 1H17.

Fitch's view of the likely neutral impact on Alior's credit
profile largely reflects the substantial planned capital increase
to finance the transaction. The bank plans to raise PLN2.2billion
(about 60% of Alior's end-2015 equity) in 2Q16. About
PLN1.5billion relates to the acquisition (including a PLN1,225m
consideration for GE Capital's stake) with the remainder earmarked
for cushioning current capital pressure and funding further
lending growth. The largest shareholder (PZU, state-owned insurer)
publicly announced its commitment to participate in the capital
increase up to its current stake of about 25%. The remaining 75%
is secured by a standby underwriting agreement with three banks.
Management expects a 10.75% CET 1 ratio in the combined bank,
compared with 9.7% reported at end-2015.

BPH's performance has been hampered by high operating expenses, as
a result of which its pre-tax profit in 2015 (net of PLN1.1billion
one-offs) was close to zero. Alior believes it can reduce BPH
Core's cost base by 45%, but the initial impact of the transaction
on profitability will be negative due to high integration costs,
to be recognized mainly in 2017.

Asset quality at the combined bank may somewhat improve due to
BPH's ratio of loan impairment charges to average gross loans and
delinquency rates being lower than Alior's. Alior's gross loans
split (about 60% to retail) is likely to be relatively unchanged
by the transaction. However, the pro-forma share of unsecured
gross retail loans in total loans could reach about 44%, compared
with 36% reported by Alior at end-2015. The funding structure is
also likely to remain relatively unaffected. At end-2015, the pro-
forma gross loans/ customer deposits indicator for combined banks
was about 100% compared with Alior's reported ratio of 105%.

Fitch affirmed Alior's ratings on February 29, 2016. Alior's
ratings reflect the bank's rapid credit expansion, relatively high
appetite for credit risk, weak capitalization and fast inflow of
new impaired loans. At end-2015, the impaired loans ratio was
9.3%, or 10.7% including PLN510m impaired loans written off in
2015. Alior's credit risk profile is also driven by the bank's
strategic focus on unsecured retail lending, some concentration in
riskier industries (such as wind farms and the construction
sector) and only moderate coverage of impaired loans by loan loss
reserves.

The VR also takes into account Alior's conservative funding
strategy based predominantly on retail deposits, adequate
liquidity position and a net interest margin higher than the
market average, which should somewhat cushion the impact of the
bank levy.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating Floor of 'No Floor' and Support Rating of '5'
express Fitch's opinion that potential sovereign support of Alior
cannot be relied upon. This is underpinned by the EU's Bank
Recovery and Resolution Directive (BRRD), which provides a
framework for resolving banks that are likely to require senior
creditors participating in losses, if necessary, instead of or
ahead of a bank receiving sovereign support.

RATING SENSITIVITIES

Fitch does not anticipate positive rating action in the near term.
An upgrade of Alior's ratings would likely require stronger
capitalisation, a moderation of growth rates, stable asset quality
and a longer track record of solid profitability in an environment
of low interest rates and the bank tax.

Downward pressure on the ratings could arise from a material
deviation from Alior's planned post-acquisition capital adequacy,
lending or funding mix, significant delays in achieving the
announced cost synergies, or if unexpected operational and
integration risks arise that are material to Alior's financial
performance. The bank's ratings could also come under pressure in
case of considerably weaker internal capital generation or
material deterioration in asset quality combined with a less
favourable operating environment.

The rating actions are as follows:

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

  Short-term foreign currency IDR: affirmed at 'B'

  National Long-term Rating: affirmed at 'BBB+(pol)', Stable
  Outlook

  National Short-term Rating: affirmed at 'F2(pol)'

  Viability Rating: affirmed at 'bb'

  Support Rating: affirmed at '5'

  Support Rating Floor: affirmed at 'No Floor'


EILEME 2 AB: Moody's Withdraws Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn Eileme 2 AB (publ)'s Ba3
Corporate Family Rating and Ba3-PD Probability of Default Rating.

                         RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.

Eileme 2 AB (publ) is a special purpose vehicle that indirectly
owns 100% of Polkomtel Sp z o.o.  Polkomtel, headquartered in
Warsaw, is one of the largest mobile telecommunications operators
in Poland.  Eileme 2 AB (publ) is owned by Cyfrowy Polsat S.A.
(rated Ba3 positive), a leading multimedia company providing
integrated media and telecommunication services in Poland.


SKOK POLSKA: Declared Bankrupt, Posted PLN46.2-Mil. Loss
--------------------------------------------------------
Marta Waldoch at Bloomberg News reports that SKOK Polska was
declared bankrupt.

SKOK Polska posted a loss of PLN46.2 million last year, while its
deposits were at PLN172.9 million, Bloomberg News relays, citing
financial market regulator KNF.

SKOK Polska is a Polish credit union.



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


* ROMANIA: Number of Company Bankruptcies Rises to 7,450 in 2015
----------------------------------------------------------------
Romania Insider, citing the Finance Ministry and the Trade
Registry, reports that almost 7,450 local companies went bankrupt
last year, 2,000 more compared to 2014.

According to Romania Insider, most of the bankrupt companies were
active in the construction sector (9%), in the trade with food,
beverages, and tobacco (5%), and transport services (4%).

In construction, the number of bankrupt companies rose by 150 last
year compared to 2014, Romania Insider discloses. The bankruptcy
risk in this sector is very high, Romania Insider says, citing
financial consultancy firm KeysFin, which centralized the data.

Last year, about 355 companies selling food, beverages and tobacco
went bankrupt, up by 100 compared to 2014, Romania Insider notes.



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


CARCADE LLC: Fitch Cuts Long-Term Issuer Default Ratings to B+
--------------------------------------------------------------
Fitch Ratings has downgraded Carcade LLC's Long-term Issuer
Default Ratings (IDRs) to 'B+' from 'BB-' and removed them from
Rating Watch Negative (RWN). The Outlook is Negative.

KEY RATING DRIVERS

The downgrade reflects Carcade's (i) weaker performance, driven by
a narrower interest margin and reduced cost efficiency; (ii)
extended track record of significant asset quality problems,
reflected in an above-peers cost of risk; and (iii) a more
vulnerable funding profile and liquidity position. At the same
time, the ratings also consider the company's reasonable
franchise, diversified lease book and acceptable leverage.

Fitch placed Carcade's ratings on RWN in December 2015 due to
risks related to the expected sale of the company to Forus group.
The transaction was subsequently cancelled, and so the ratings
have been removed from RWN. Carcade's shareholder, Getin Holding,
has informed Fitch that it currently does not intend to exit the
company in the next two to three years, is committed to providing
liquidity support in case of need and is now refocusing Carcade on
organic growth after some changes in senior management.

Carcade is one of the leading privately-owned leasing companies in
Russia. It is a pure retail auto leasing company, with passenger
cars, light commercial vehicles and trucks making up 96% of the
lease book at end-2015. The lease book is well-diversified, with
the largest 10 lessees accounting for 2% of the total portfolio.

Carcade's performance in 2015 was subdued, as a result of (i) a
weaker interest margin, driven by higher funding costs following
the policy rate increase in Russia; (ii) lower operating
efficiency as costs increased and the lease portfolio contracted,
reflecting reduced demand for vehicles in the tougher operating
environment; and (iii) higher default and loss rates, due to the
impact of the weaker economy on the company's core SME segment.

The company reported close to zero net income in 2015, but net of
one-off items (the up-front recognition of a government subsidy
and a gain on the non-cash sale of non-performing leases), would
have recorded a loss of up to 10% of equity, Fitch estimates. A
reduced focus on operational management, driven by the
shareholder's attempts to sell the company, may also have impacted
performance.

Carcade's asset quality metrics remained weaker than peers in
2014-2015: default rates in the lease book were at around 12%,
albeit still notably below the 2008-2009 maximum levels of about
20%. Final credit losses were a much smaller at 3.3% (2.5% in
2014), supported by sales of fairly liquid collateral. The stock
of foreclosed assets on the balance sheet is significant (equal to
a third of equity at end-2015), but residual/collateral value
risks are mitigated by low loan-to-value ratios and rouble
inflation of the underlying assets.

Solvency, as expressed by the net debt-to-tangible equity ratio,
was 5.4x (equity is adjusted for a receivable from the
shareholder, which is expected to be netted against future
dividends). Carcade's proven ability to deleverage quickly without
material losses should support capital positions in a stress
scenario. However, poor internal capital generation means any
potential growth of the lease book could push leverage up.

Carcade maintains a modest liquidity cushion, but its assets are
granular and generate largely stable and predictable cash flows.
Very short-term liquidity is tight in view of a RUB1.1billion bond
repayment due on 25 April 2016, which exceeds currently available
liquidity. However, Fitch believes that portfolio cash generation,
coupled if necessary with available additional funding sources
(including from the shareholder), should be sufficient to meet
this payment.

Carcade's funding profile is weaker than that of its peers, with
funding maturities marginally shorter than asset tenors. The
average cost of funding increased 220bps in 2015 and Carcade has
now higher concentrations by funding sources. FX risks are usually
negligible, as the company operates with an essentially rouble
balance sheet.

The senior debt ratings are aligned with the company's IDRs and
National rating. The Recovery Rating of 'RR4' reflects Fitch's
view of average recovery prospects for creditors in case of
default.

RATING SENSITIVITIES

The Negative Outlook reflects the weak operating environment, and
the potential for this to result in further deterioration of the
company's financial metrics. The ratings could be downgraded if
profitability remains weak, leverage increases significantly - as
a result of renewed business growth but still weak internal
capital generation - or if liquidity remains tight.

The Outlook could be revised to Stable if performance improves,
liquidity becomes more comfortable and any renewed growth does not
result in a marked increase in leverage.

The rating actions are as follows:

  Long-term foreign and local currency IDRs: downgraded to 'B+'
  from 'BB-', Negative Outlook; off RWN

  Short-term foreign currency IDR: affirmed at 'B'

  National Long-Term rating: downgraded to 'A-(rus)' from
  'A+(rus)', Negative Outlook; off RWN

  Senior unsecured debt: downgraded to 'B+'/'A-(rus)' from
  'BB-'/'A+(rus)', Recovery Rating 'RR4', off RWN


DELOPORTS LLC: Fitch Puts 'BB-' LT IDR on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed LLC DeloPorts' Long-term Issuer Default
Rating (IDR) of 'BB-' and DeloPorts' RUB3billion unsecured bond
rating of 'BB-' on Rating Watch Negative (RWN).

The RWN reflects uncertainty on DeloPorts' corporate structure due
to a possible sale of a 49% stake in one of the company's key
subsidiaries -- container terminal NUTEP -- to DP World (BBB-
/Positive), one of the four largest container port operators
globally based on volume.

In resolving the RWN, Fitch will assess the extent to which the
sale transaction will impact legal, operational and strategic ties
between DeloPorts and its subsidiaries and the ability of the
holding company to service its bond in the context of the presence
a strong minority shareholder.

KEY RATING DRIVERS

Fitch rates LLC DeloPorts by notching down from the group's
consolidated credit profile assessed at 'BB'. A one-notch
differential currently reflects insufficiently strong legal ties
between the parent and the subsidiaries and some ring-fencing
features due to the presence of minority shareholder at JSC KSK
(the grain terminal, where DeloPorts holds 75% minus one share).

In Fitch's view, the inclusion of a strong minority shareholder in
NUTEP's corporate structure and the potential introduction of
ringfencing features may result in further weakening of legal,
operational and strategic ties between DeloPorts and NUTEP, thus
diminishing its accessibility to and flexibility with regard to
NUTEP's cash flows, particularly when it comes to paying interest
and repaying the principal on the RUB3 billion bond issued by
DeloPorts in December 2015.

On the other hand, Fitch regards the presence of DP World as a
positive development for NUTEP from an operational perspective as
DP World will lend its experience as a strong global container
port operator.

RATING SENSITIVITIES

Fitch expects to resolve the RWN when the details on the
transaction are known. If the final deal structure has no impact
on the legal, operational and strategic ties between DeloPorts and
NUTEP and DeloPorts' ability to service the bond, Fitch will
affirm the ratings.

Should the sale of 49% of NUTEP lead to a further weakening of
legal, operational and strategic ties between DeloPorts and NUTEP
as well as potential deterioration of the financial position of
DeloPorts, the ratings may be downgraded.

SUMMARY OF CREDIT

LLC DeloPorts is a privately-held Russian holding company that
owns and operates several stevedoring assets in the largest
Russian port of Novorossiysk. Its two main subsidiaries are the
container terminal NUTEP (where DeloPorts currently holds 100%)
and the grain terminal KSK.


MEDNOGORSKY SCHEBEN: Enters Bankruptcy Proceedings
--------------------------------------------------
AggBusiness.com reports that Mednogorsky Scheben has entered
bankruptcy proceedings.

According to AggBusiness.com, creditors' claims will be accepted
within two months.

Mednogorsky Scheben is a crushed stone producer from the Orenburg
region in Volga.


RENAISSANCE FINANCIAL: S&P Affirms B-/C ICRs, Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-/C' long- and
short-term issuer credit ratings on Renaissance Financial Holdings
Ltd. (RFHL).  The outlook is negative.

At the same time, S&P affirmed its 'B-' long-term issue rating on
the $325 million senior unsecured debt issued by Renaissance
Securities Trading Ltd. and guaranteed by RFHL.

S&P also assigned a 'B-' rating to the proposed notes to be issued
by RFHL.

On April 1, 2016, RFHL turned to holders of the outstanding senior
unsecured notes due on April 21, 2016, issued by Renaissance
Securities Trading Ltd. and unconditionally and irrevocably
guaranteed by RFHL to exchange the notes par for par for U.S.-
denominated fixed-rate senior unsecured notes to be issued by RFHL
with maturity in 2021 and a put option in 2018.

The affirmation of the 'B-' issue rating reflects that S&P
believes that the issuer would not have faced insolvency or
bankruptcy in the near to medium term if the offer was not
accepted.  Consequently, S&P views this as an opportunistic offer
and not distressed under S&P's criteria.  S&P understands that
existing investors are not forced to accept the offer, which is
voluntary.

"In arriving at this conclusion, we assessed available cash and
cash equivalent for RFHL and compared them with possible outflows.
We also view as positive our expectation of potential support from
shareholder Onexim Group and RFHL's track record of shareholders
support.  We note that Onexim supported RFHL in March 2014 with a
bond redemption, and in December 2014 during a time of extreme
market volatility.  We incorporate our expectation of potential
support from Onexim into our assessment of RFHL's funding and
liquidity profiles.  We understand that RHFL has unutilized credit
facility from its majority shareholder, which could be available
in case needed.  We expect RFHL's liquidity will benefit from
continued support from Onexim and emergency support available in
case of need," S&P said.

The affirmation of 'B-' issuer credit ratings on RFHL reflects
S&P's 'b' anchor, and that it continues to view the company as
having an adequate business position, weak capital and earnings,
adequate risk position, moderate funding, and adequate liquidity.
This would result in a 'CCC+' rating.  However, in S&P's view,
RFHL is not currently at risk of nonpayment and is able to satisfy
its financial obligations.  Consequently, the broker currently
does not meet S&P's definition of 'CCC+' rating under its
criteria.  Therefore, S&P includes a one-notch positive adjustment
in its ratings on RFHL.

S&P is assigning a 'B-' rating to the proposed notes to be issued
by RFHL, since priority debt is lower than 15% of adjusted assets
and unencumbered assets are more than the rated unsecured debt.

The negative outlook on RFHL reflects S&P's view that the
company's business position and earnings capacity still remain
under pressure due to the challenging operating conditions and
increasing competition in Russia.

S&P is going to monitor the process of the new issuance, and S&P
could downgrade RFHL if S&P considers that RFHL's liquidity
suffered significantly after the repayment or if S&P sees that the
expected support from Onexim does not materialize.  In taking this
decision, S&P would consider if RFHL is at risk of nonpayment and
unable satisfy its financial obligations.

S&P could revise the outlook to stable only after RHFL completes
the offer and new issuance.

A stable outlook will be predicated on S&P's view that RFHL's
near-term liquidity is on a more sustainable footing along with a
reduced risk appetite.


VNUKOVO INT'L: Bank of Russia Puts Forward Debt Proposal
--------------------------------------------------------
Interfax reports that Vnukovo International Airport's biggest
lender, Bank of Moscow, has approached the government with a
proposal to restructure debt at the airport, which is experiencing
difficulties against the backdrop of a number of factors.

In exchange, the bank is asking Vnukovo for guarantees on both
financing and passenger traffic, Interfax says.

Bank of Moscow provided a seven-year loan of RUR10 billion to
Vnukovo to refinance loans for construction of airport facilities
and to repay debt owed to construction contractors, bank chief
Gennady Soldatenkov said in a letter to First Deputy Prime
Minister Igor Shuvalov at the end of March, an industry source
told Interfax.  The loan agreement stipulated discounted terms,
including an interest rate of 10.95% annually, Mr. Soldatenkov, as
cited by Interfax, said in the letter.  Vnukovo has since
repeatedly requested postponement of interest payments, Intefax
notes.

Vnukovo's debt to Bank of Moscow, including accumulated, unpaid
interest totaling RUR1.4 billion and debt owed to Transstroyinvest
(the main contractor for construction of Terminal A and a company
affiliated with Vnukovo) totals RUR11.9 billion, Interfax
discloses.

Vnukovo's financial situation deteriorated steeply late last year
and early this year, for several reasons: the bankruptcy of
Transaero, which accounted for over one-third of the airport's
passenger traffic, the suspension of aviation links with Ukraine
and Egypt, and the ban on charter flights to Turkey, Interfax
relays.  All these factors combined to reduce passenger traffic
-- and flights -- on international routes, Interfax states.



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


BANKIA SA: Moody's Raises Deposit Ratings to Ba2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded Bankia, S.A.'s long-term
deposit ratings to Ba2 from Ba3 and its long-term senior debt
ratings to Ba3 from B1.  The rating agency has also upgraded: (1)
The bank's baseline credit assessment (BCA) and adjusted BCA to b1
from b2; and (2) the bank's Counterparty Risk Assessment (CR
Assessment) to Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not-Prime(cr).
The outlook on the long-term deposit and senior debt ratings
remains stable.

The bank's short-term deposit and senior debt ratings were
unaffected by the rating action.

This rating action reflects the improvement of Bankia's credit
fundamentals, notably in terms of asset risk and capital.

RATINGS RATIONALE

   -- RATIONALE FOR UPGRADING THE BCA

The upgrade of Bankia's BCA to b1 from b2 reflects the bank's
improved credit fundamentals, notably in terms of asset risk and
capital.  Since 2014, Bankia has displayed a sustained improvement
in its asset risk metrics, with the non-performing loan (NPL)
ratio declining to 10.5% at end-December 2015, broadly in line
with the system's average of 10.1% and well below the 12.9%
reported a year earlier.  Moody's also notes that the bank has
been able to reduce its stock of NPLs by 22% year-on-year, around
55% of which is the result of asset disposals.

In upgrading Bankia's ratings, Moody's has also taken into account
the bank's improved capital buffers, with the regulatory common
equity tier 1 (CET1) ratio increasing to 13.9% at end-December
2015 from 12.3% a year earlier on a phased-in basis and, more
notably, its fully-loaded capital ratio that has increased to
12.3% from 10.6% during the same period.  This positive trend is
visible as well in Moody's tangible common equity (TCE) ratio,
which now stands at 8.5%, up from 7.1%, driven by an increase in
retained profits and continued balance sheet deleveraging and
asset de-risking.

Despite the mentioned improvements, Moody's notes that Bankia's b1
BCA also reflects: (1) A still high level of problematic
exposures, (measured as NPLs + foreclosed real estate assets +
performing refinanced loans), which accounted for 147% of the
bank's shareholder equity and loss reserves as of end-December
2015 and is above the estimated system's average of 103% (as of
June 2015, latest system data available); (2) a high amount of net
deferred tax assets (DTAs), representing 64% of its CET 1 capital
that weigh negatively in Moody's capital assessment of the bank;
and (3) high dependence of its pre-provision income on less
recurrent debt securities earnings derived from the bank's large
government bond holdings (i.e. domestic sovereign debt accounted
for 426% of Bankia's CET1 at year-end 2015).

   -- RATIONALE FOR UPGRADING THE LONG-TERM DEPOSIT AND SENIOR
      DEBT RATINGS

The upgrade of Bankia's long-term deposit ratings to Ba2 from Ba3
and its senior debt ratings to Ba3 from B1 reflects: (1) The
upgrade of the bank's BCA and adjusted BCA to b1 from b2; (2) the
result from the rating agency's Advanced Loss-Given Failure (LGF)
analysis which results in an unchanged one notch of uplift for the
deposit ratings and no uplift for the senior debt ratings; and (3)
Moody's assessment of moderate probability of government support
for Bankia, which results in an unchanged further one notch of
uplift for both the deposit and the senior debt ratings.

   -- RATIONALE FOR UPGRADING THE CR ASSESSMENT

As part of the rating action, Moody's has also upgraded to
Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not-Prime(cr) the CR Assessment
of Bankia, four notches above the adjusted BCA of b1.  The CR
Assessment is driven by the banks' adjusted BCA, moderate
likelihood of systemic support and by the cushion against default
provided to the senior obligations represented by the CR
Assessment by subordinated instruments amounting to 15% of
tangible banking assets.

   -- RATIONALE FOR THE STABLE OUTLOOK

The outlook on Bankia's deposit and senior debt ratings is stable,
reflecting Moody's expectations that Spain's improved economic
conditions will help to preserve current trends in the bank's
credit fundamentals.

WHAT COULD CHANGE THE RATING - UP

The bank's ratings could be upgraded as a consequence of: (1)
Further significant improvement of asset risk indicators, namely a
material reduction of the stock of problematic assets; (2)
stronger TCE levels; (3) a sustained recovery of recurrent
profitability levels; and (4) further improvements in the bank's
liquidity profile with less reliance on ECB and repo funding.

Bankia's deposit and senior debt ratings could also change due to
movements in the loss-given failure faced by these securities.
Along these lines, ongoing balance sheet deleveraging could result
into a lower loss given failure and hence potentially higher
ratings uplift for rated debt and deposits.

WHAT COULD CHANGE THE RATING - DOWN

Downward pressure on the bank's BCA could develop as a result of:
(1) The reversal in current asset risk trends with an increase in
the stock of NPLs and/or other problematic exposures; and (2) a
weakening of Bankia's internal capital-generation and risk-
absorption capacity as a result of subdued profitability levels.

As the bank's debt and deposit ratings are linked to the
standalone BCA, any change to the BCA would likely also affect
these ratings.

Bankia's deposit and senior debt ratings could also change due to
movements in the loss-given failure faced by these securities.

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

Upgrades:

Issuer: Bankia, S.A.

  LT Bank Deposits (Foreign Currency and Local Currency), Upgraded
   to Ba2 Stable from Ba3 Stable
  Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 Stable
   from B1 Stable
  Senior Unsecured MTN, Upgraded to (P)Ba3 from (P)B1
  Adjusted Baseline Credit Assessment, Upgraded to b1 from b2
  Baseline Credit Assessment, Upgraded to b1 from b2
  Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)
  Counterparty Risk Assessment, Upgraded to Baa3(cr) from Ba1(cr)

Issuer: Bancaja Emisiones, S.A. Unipersonal

  BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
  Stable from B1 Stable

Issuer: Caymadrid International Ltd.

  BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
   Stable from B1 Stable
  Backed Senior Unsecured MTN, Upgraded to (P)Ba3 from (P)B1

Outlook Actions:

Issuer: Bankia, S.A.

  Outlook, Remains Stable

Issuer: Bancaja Emisiones, S.A. Unipersonal

  Outlook, Remains Stable

Issuer: Caymadrid International Ltd.

  Outlook, Remains Stable



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


GEMINI PLC: S&P Lowers Ratings on Two Note Classes to D(sf)
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D (sf)' from
'CC (sf)' its credit ratings on GEMINI (ECLIPSE 2006-3) PLC's
class A and B notes.  At the same time, S&P has affirmed its 'D
(sf)' ratings on the class C, D, and E notes.

On the most recent interest payment date (IPD), GBP156.8 million
in principal proceeds from the sale of 23 of the remaining 24
properties securing the transaction were applied to partially
repay the class A notes.  At the same time, no interest was paid
to any of the notes in the transaction.

S&P's ratings in GEMINI (ECLIPSE 2006-3) address the timely
payment of interest, payable quarterly in arrears, and payment of
principal not later than the legal final maturity date in July
2019.

S&P does not believe the interest shortfalls will be reimbursed
within the next 12 months.

S&P's 'CC (sf)' ratings on the class A and B notes reflected its
view of a default to be a virtual certainty.  As a result of the
payment default, S&P has lowered to 'D (sf)' from 'CC (sf)' its
ratings on these classes of notes, which is in line with S&P's
criteria.

Since late 2012, S&P's ratings on the class C, D and E notes have
been 'D (sf)', following interest shortfalls.  S&P has therefore
affirmed its 'D (sf)' ratings on these classes of notes.

GEMINI (ECLIPSE 2006-3) is a single-borrower secured-loan
transaction originally backed by 34 properties in England,
Scotland, and Wales.

RATINGS LIST

GEMINI (ECLIPSE 2006-3) PLC
GBP918.862 mil commercial mortgage-backed floating-rate notes

                                    Rating          Rating
Class             Identifier        To              From
A                 XS0273576107      D (sf)          CC (sf)
B                 XS0273576289      D (sf)          CC (sf)
C                 XS0273576446      D (sf)          D (sf)
D                 XS0273576792      D (sf)          D (sf)
E                 XS0273576958      D (sf)          D (sf)


KCA DEUTAG: S&P Cuts Corp. Credit Rating to B-, Outlook Neg.
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on U.K.-headquartered oil services company KCA
DEUTAG Alpha Ltd. (KCAD) to 'B-' from 'B'.  The outlook is
negative.

At the same time, S&P lowered to 'B-' from 'B' its issue rating on
KCAD's $375 million term loan B maturing 2020, $375 million senior
secured notes due 2021, $500 million senior secured notes due
2018, and revolving credit facilities (RCFs) totaling $175 million
maturing in 2019-2020.  The recovery rating on these instruments
is unchanged at '3', reflecting S&P's expectation of recovery in
the lower half of the 50%-70% range in an event of default.

The downgrade reflects S&P's more pessimistic view of KCAD's
credit metrics and its ability to mitigate the effects of the
market downturn, despite cost-cutting efforts and reduced capital
expenditure (capex).  S&P anticipates that reported EBITDA will
continue to weaken in 2016-2017 to about $200 million, the
continuation of its decline to $260 million in 2015 from about
$290 million in 2014.  Cost-cutting measures are unlikely to cover
the fall in revenue.

The weak oil price drives down daily rates for drilling companies
and reduces visibility on demand for drilling services.  The low
prices could lead exploration and production (E&P) companies to
scrap uneconomic investments, not only by postponing capex but
also cancelling contracts.  In S&P's view, KCAD is not immune to
such pressure, especially after 2016.  S&P expects most business
segments to face headwinds in 2016-2017, apart from the platform
services segment, which should show some resilience based on its
sound contract backlog in 2016.  S&P expects cash flow generation
to deteriorate over 2016 due to cost-cutting measures not fully
compensating for lower revenues.

S&P projects that this will translate into weak credit metrics.
S&P's forecasts are funds from operations (FFO) to debt at about
5%, EBITDA interest coverage of about 2x, and debt to EBITDA close
to 7x on average in 2016-2017.

The company's efforts to reduce its costs and maintain margins are
a positive step, in S&P's view.  Having reduced capex to about
$125 million in 2015, KCAD is set to shrink it further to up to
$80 million in 2016 and potentially slightly lower in 2017 if no
newbuild investments appear.

S&P's assessment of KCAD's business risk profile as weak primarily
reflects the structurally tough and competitive operating
environment in land and offshore oil drilling, and the high
political risk in many of the regions in which the group operates.
S&P anticipates that the depressed oil prices will likely limit
exploration and production budgets globally.  S&P also takes into
account KCAD's track record of below-average profitability,
including a Standard & Poor's-adjusted EBITDA margin at about 15%-
20%, which S&P expects to slightly deteriorate in the coming two
years.  S&P factors in KCAD's good market position, with
diversification in developing countries, and S&P expects that
KCAD's new land rigs, with eight newbuilds completed in 2015, will
improve its presence in strategically important markets globally.

S&P assesses KCAD's financial risk profile as highly leveraged.
S&P anticipates that the group's credit metrics will deteriorate
in the next couple of years, on the back of sharply declining
demand amid challenging industry conditions.  S&P believes that
KCAD will post debt to EBITDA at around 7x, in particular.  S&P
projects FFO to decline below $80 million in both 2016 and 2017.
S&P assumes that KCAD's capital structure will remain generally
stable in 2016-2017, with adjusted debt of about $1.5 billion.

In S&P's base case for KCAD, S&P assumes:

   -- A double-digit decline in revenues annually in 2016, amid
      depressed oil prices and uncertainty about capital spending
      of oil and gas E&P companies globally.  Revenue could
      stabilize around 2016 levels in 2017.

   -- Lower adjusted EBITDA margin of about 15% in 2016-2017,
      assuming that the successful implementation of cost cuts, a
      more favorable product mix, and relatively high margins on
      contracts from newbuilds won't be sufficient to absorb
      adverse market conditions.

   -- Total capex of about $80 million annually in 2016-2017, for
      maintenance only.  No dividends.

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

   -- Standard & Poor's-adjusted EBITDA of about $200 million-
      $250  million in 2016 and 2017 (compared with $285 million
      in 2015).

   -- FFO to debt at about 5% on average in 2016-2017 (compared
      with 7% in 2015).

   -- Debt to EBITDA at around 7x on average in 2016-2017 (versus
      5.3x in 2015).

   -- EBITDA interest coverage of about 2x on average in 2016-
      2017 (versus 2.1x in 2015).

   -- Positive free operating cash flow (FOCF) in 2016-2017.

S&P assesses KCAD's liquidity as less than adequate, despite S&P's
forecast that the group's ratio of liquidity sources to uses will
be above 2x over calendar-year 2016.  S&P caps its liquidity
assessment at less than adequate because S&P projects limited
headroom (less than 10%) under the net debt to EBITDA covenant in
2016-2017.  S&P also takes into account the group's relatively
modest cash balances.

Still, KCAD's facilities have a long-term average maturity of more
than four years, and the group has only limited maturities before
May 2018.  S&P also believes that KCAD would benefit from
shareholder support in the form of an equity cure of up to $50
million in the event of liquidity pressure.  At this stage, S&P
has not factored this into its assessment and S&P notes that it
would still have to be approved at board level.

Principal liquidity sources over calendar-year 2016:

   -- FFO of about $150 million.

   -- Total committed and undrawn credit lines of about $115
      million under RCFs maturing in May 2019.  Additionally, S&P
      factors in $80 million provided by a recently signed
      facility linked to the company's Omani activities.

   -- No available cash, because S&P understands that the cash is
      held in subsidiaries, making it not easily accessible in
      S&P's view.

Principal liquidity uses in the same period:

   -- Maintenance capex of about $80 million.

   -- Working capital outflow of up to $50 million, as we believe
      some possible intrayear swings could be greater than the
      reduction of working capital year on year.

   -- Short-term debt maturities of about $22 million.

   -- No acquisitions.

   -- No dividends.

As per its financial agreements, KCAD has financial maintenance
covenants in place that limit maximum debt to EBITDA at 5.50x in
2016 and 5.25x in 2017.  S&P forecasts that headroom under this
covenant will deteriorate to less than 10% in 2016, which S&P
assess as less than adequate.

The negative outlook reflects S&P's view that EBITDA could be
weaker than expected and contract-related risk could increase
given challenging market conditions and reduced visibility on
revenues.  It also factors in S&P's view that covenant headroom
will tighten in the next few quarters.  S&P currently anticipates
FFO to debt of 5% and debt to EBITDA of 7x in 2016-2017.

S&P could downgrade KCAD by one notch if credit metrics deviate
materially from S&P's base case, for instance if debt to EBITDA
exceeds 8x or EBITDA interest coverage is close to 1x for a
sustained period.  S&P could also downgrade KCAD if S&P thinks
that the equity cure would not be utilized to prevent the risk of
covenant breach.  Negative FOCF generation would also increase
pressure on the rating.

S&P considers the likelihood of an outlook revision to stable as
remote given the challenging market conditions.  S&P could revise
its outlook to stable if EBITDA decline is contained and if the
company puts in place all the measures needed to restore covenant
headroom under the maintenance covenants while maintaining
positive FOCF.  The possibility of a positive rating action would
be supported by a higher forecast for oil prices and demand for
KCAD's drilling services.


TATA STEEL: May 28 Deadline Set for Sale of UK Business
-------------------------------------------------------
Jim Pickard, Peter Campbell and Michael Pooler at The Financial
Times report that the day of reckoning for the British steel
industry has been set for May 28, with Tata Steel planning to
close down its UK arm if it is unable to negotiate a viable sale
by that date.

The Indian steel group caused shockwaves at the end of March when
it announced that it would sell its British division, either as a
whole or in parts, after making substantial losses for several
years, the FT recounts.

Ministers at the time urged the company to give four to six weeks
to try to find a buyer for the business, which includes a vast
steelworks at Port Talbot in south Wales, the FT relays.

According to the FT, the new deadline, which could slip into mid-
June as a "goodwill gesture", represents a more generous grace
period of about 11 weeks.  However, the company still insists
publicly that there is no timetable to complete the sale, the FT
notes.

Koushik Chatterjee, Tata Steel group executive director, on
April 11 declined to say for how long the company would run the
process, saying only that it would conduct it in a "time-bound and
credible manner", the FT relates.

Yet the extension to its initial timeframe is likely to be seen as
a concession by the Indian conglomerate, which wants to avoid a
public backlash if it has to close down the operation with the
loss of about 15,000 jobs, the FT states.

Tata Steel is the UK's biggest steel company.



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


* S&P Takes Neg. Rating Actions on 4 Global Fertilizer Companies
----------------------------------------------------------------
Standard & Poor's Ratings Services on April 12, 2016, said that it
had taken negative rating actions on four global fertilizer
producers.  Specifically, S&P:

   -- Lowered the long-term corporate credit rating on EuroChem
      Group AG to 'BB-' from 'BB' with a stable outlook;

   -- Lowered the long- and short-term corporate credit ratings
      on K+S AG to 'BBB-/A-3' from 'BBB/A-2' with a stable
      outlook;

   -- Lowered the long-term corporate credit rating on Potash
      Corp. of Saskatchewan Inc. to 'BBB+' from 'A-' with a
      stable outlook.  S&P affirmed the 'A-2' global scale
      short-term rating, as well as the 'A-2' global scale and
      'A-1(LOW)' Canada national scale ratings on Potash Corp.'s
      commercial paper.  Revised the outlook on Uralkali OJSC to
      negative and affirmed the rating at 'BB-'.

The rating actions reflect significant weakening of the fertilizer
market environment over the past six months and S&P's expectation
that nitrogen, phosphate, and potash fertilizer prices will remain
well below 2015 levels in the next several years.  S&P therefore
forecasts lower earnings and higher leverage for the companies
than S&P anticipated before.  S&P also notes high capital
expenditure outlays for EuroChem and K+S in the coming years --
related in particular to the finalization of their greenfield
potash projects -- which S&P expects to lead to material negative
free operating cash flow (FOCF).  S&P believes that the companies'
rationalization programs as well as weaker currencies in Canada
and Russia will only partially offset lower prices.

The fertilizer market environment has weakened materially, with
most products hitting multiyear lows over the past several months.
S&P believes that this is driven by a combination of:

   -- Low agricultural commodities prices after three years of
      bumper crops that have lowered farmers' profits and their
      ability and willingness to buy fertilizers.

   -- New capacities coming on stream in the sector over the past
      couple of years and the expectation of further supply
      expansion in 2016-2019.

   -- A weak Brazilian real and weaker credit availability in
      Brazil, which remains an important market.

   -- Lower export duties for nitrogen fertilizers in China, as
      well as a slightly weaker renminbi supporting Chinese
      exports.  Lower oil, gas, and coal prices, which are a key
      feedstock for nitrogen fertilizers and to a lesser extent
      for DAP/MAP and NPK fertilizers.

   -- Overall negative sentiment for commodities, with declining
      oil and metal prices.

S&P anticipates that fertilizer prices will remain low over the
next three years as outlined below.  Downside risks to S&P's base-
case scenario remain and could materialize in the case of
undisciplined producer behavior, notably in potash and nitrogen
market, or a further significant decline in oil and gas prices.
At the same time, upside could materialize, if agricultural
commodity prices recover strongly.

S&P expects nitrogen fertilizer prices to be in general 20%-30%
weaker in 2016-2018 compared with average 2015 levels.  S&P
believes that regional and product differences in pricing will
remain, with higher value-added products for example potentially
declining less than commodity ones.  S&P currently sees the
nitrogen fertilizer supply and demand balance as weak, given
global capacity utilization already below 80% and material new
capacities coming on line, notably in the U.S.  At the same time,
S&P believes that further downside in 2017-2018 should be
prevented by increasing consolidation in the U.S., which remains a
very important market globally, and the fact that current prices
are already close to breakeven for high-cost producers, notably
for China coal-based production.

S&P anticipates that the key potash benchmark price cost and
freight China will decline by about 15%-20% in 2016 compared with
$315 in 2015 and will stay at this level in 2017-2018.  S&P also
expects that producers in Europe will still maintain a premium in
line with previous years.  The key risk for the potash market is
the new greenfield and brownfield capacities coming on stream in
the next couple of years.  This includes two projects to come on
stream in 2017: K+S' Legacy project (2.0 million metric tons [mt]
initial capacity) and EuroChem's Verkhnekamskoe project (2.3 mt
initial capacity).  However, S&P takes into account that
EuroChem's volumes will be used by the company internally for its
NPK production, while major industry players, such as Potash
Corp., for example, will be limiting brownfield expansions to
avoid further price downside.

S&P believes that the supply and demand balance in phosphate
fertilizers should remain more favorable than in nitrogen and
potash and S&P therefore factors in its forecasts for 2016-2018
only a 10%-15% decline for phosphate prices compared with average
2015 levels.  S&P expects prices will be above the trough first-
quarter 2016 levels, when the weakness was, in S&P's view, driven
by seasonality, a similar pattern seen in previous years.

Below are S&P's rationales for the ratings on the individual
companies.

                        EuroChem Group

The downgrade reflects S&P's view that weaker fertilizer prices
will lead to EuroChem's leverage rising above S&P's previous
expectations.  At the same time, S&P expects that EuroChem will
continue its significant capital expenditure program, which
includes two potash projects and a new ammonia plant.  As a
result, according to S&P's forecast, EuroChem will generate
negative FOCF in 2016-2017, which would result in debt rising from
its level of $3.5 billion at year-end 2015 (including S&P's
adjustments).  Coupled with weaker EBITDA because of the lower
price environment, this is likely to result in an adjusted funds
from operations (FFO)-to-debt ratio of 20%-25%, compared with
S&P's previous forecast of 30%-40% and its estimate of 33.6% at
year-end 2015.

Higher leverage is mitigated in S&P's view by the company's
adequate liquidity and by the fact that EuroChem's key investment
projects are largely financed with nonrecourse project finance
loans, which are not included in covenant calculations.  S&P
anticipates net reported debt to EBITDA, excluding project finance
debt, to stay comfortably below 3x.  S&P also continues to factor
in supportive shareholders, as demonstrated by $300 million
capital injection in 2014.

The stable outlook on EuroChem reflects S&P's expectation that the
company should be able to maintain its ratio of adjusted FFO to
debt above 20% in the coming years and that management will
continue proactive refinancing.  Downside on the rating could
appear in case of a further material decline in nitrogen and
phosphate fertilizer prices, coupled with the continued active
investment phase.  S&P could raise the rating if the company
reduced leverage, with FFO to debt rising above 30% on the back of
more supportive industry conditions, for example.  Ratings upside
could also be triggered by the progress of EuroChem's potash
projects supporting profits and FOCF.

                               K+S AG

The downgrade reflects a stronger deviation of K+S AG's credit
metrics from the level commensurate for the 'BBB' rating level S&P
forecasts for 2016 and 2017.  This includes expected FFO to debt
of only about 21% in 2016 and close to 30% in 2017, which is well
below S&P's previous forecast.  S&P also continues to foresee
significant negative FOCF in 2016.  This relates to the recent
steep decline in global potash fertilizer prices in a period of
peak capital expenditures for K+S to finalize the Legacy
greenfield project in Canada.  S&P also factors in its forecast of
some operational constraints related to saline wastewater
disposal, the impact of which is difficult to predict, given that
it depends on factors like rainfall and the political decision
process in the state of Hesse (Germany).  Liquidity remains
adequate.

The stable outlook reflects S&P's expectation that K+S will be
able to maintain FFO to debt of about 20% in 2016, with prospects
of recovery toward 30% in 2017 and further strong recovery of
metrics in 2018, when the Legacy project will be fully ramped up.
S&P's core assumption is that the company is committed to
restoring its credit metrics once the project is completed.

S&P could raise the rating if industry conditions were better than
under S&P's base-case scenario, leading to a five-year weighted
average FFO-to-debt ratio of more than 35%, and FFO to debt of
close to 30% in each forecast year, combined with solid positive
free cash flow generation.

Potential downside pressure to the rating would occur if the
potash price fell another 15%-20%, or if the European potash price
premium fell significantly, leading to FFO to debt of below 20% in
the longer term.

                           Potash Corp.

The downgrade reflects S&P's view that Potash Corp.'s credit
measures have deteriorated below the level S&P deems appropriate
for an 'A-' rating, owing to weakened fertilizer prices.  S&P now
expects the company to generate cash flows below S&P's previous
expectations over the next three years, resulting in the five-year
weighted average adjusted FFO-to-debt ratio deteriorating below
45%, which is in line with S&P's downside rating trigger for the
'A' rating.  Nevertheless, S&P's base-case scenario also
incorporates an expected improvement in the company's operational
efficiency as it shifts production from its New Brunswick mines to
the lower cost Rocanville mine, which the company expects to have
cash costs of US$45 per mt when operating at full capacity in
2017.  These operating efficiency improvements, reduced dividend
levels, and curtailed capital spending are not, however,
sufficient to fully offset the material deterioration in prices.
As a result, S&P has revised its financial risk assessment to
intermediate from modest to reflect the deterioration in S&P's
estimates of the company's five-year weighted-average FFO-to-debt
ratio, and overall financial risk profile.

The stable outlook reflects S&P's expectation that Potash Corp.
will maintain its five-year weighted average FFO-to-debt ratio
above 35% during S&P's 24 month rating outlook period.

S&P could lower the ratings if the company's fully adjusted
weighted-average FFO-to-debt ratio fell and S&P expected it to
remain below 35%.  This could occur because of continuing weakness
in fertilizer prices.

S&P could raise the rating to 'A-', if Potash Corp. was able to
strengthen and maintain its weighted-average FFO-to-debt ratio
above 45%, while also generating some level of positive FOCF.
This could occur if fertilizer prices improved materially compared
with S&P's current assumptions, or if the company engaged in any
cash flow and leverage enhancing incentives, such as selling
investments or reducing dividends.

                             Uralkali

The revision of the outlook to negative reflects S&P's view that
lower potash prices will limit Uralkali's flexibility to make
further shareholder distributions without impairing its financial
risk profile.  S&P still sees shareholder distributions as a
significant risk, because of the company's aggressive and
difficult-to-predict financial policy.  S&P factors in that the
ratio of adjusted FFO to debt will be about 20%-25% in 2016-2017,
but could fall below 20% in case of significant share buybacks or
dividends.  At the same time, S&P notes as positive that the
company's low cost position is further enhanced by the weakening
of the Russian ruble and, unlike many of its peers, the company
should continue to generate material positive FOCF due to moderate
capital expenditures.  S&P's assessment of adequate liquidity is
also supported by significant committed lines.

The negative outlook reflects that S&P could lower the rating over
the next 12-18 months, if additional shareholder distributions
lead to higher debt, and the FFO-to-debt ratio declines below 20%.
Improvement in the market environment or a track record of a more
conservative financial policy would likely lead to a stabilization
of the outlook.

RATINGS LIST

Downgraded
                                   To              From
EuroChem Group AG
JSC Mineral Chemical Co.EuroChem
Corporate Credit Rating           BB-/Stable/--    BB/Stable/--
Russia National Scale             ruAA-/--/--      ruAA/--/--

JSC Mineral Chemical Co.EuroChem
EuroChem Global Investments Ltd.
Senior Unsecured                  BB-              BB

K+S AG
Corporate Credit Rating           BBB-/Stable/A-3  BBB/Neg./A-2
Senior Unsecured                  BBB-             BBB

Downgraded; Ratings Affirmed
                                    To               From
Potash Corp. of Saskatchewan Inc.
Corporate Credit Rating           BBB+/Stable/A-2  A-/Stable/A-2
Senior Unsecured                  BBB+             A-
Commercial Paper                  A-2              A-2
Commercial Paper                  A-1(LOW)         A-1(LOW)

Ratings Affirmed; Outlook Action

                                   To             From
Uralkali OJSC
Corporate Credit Rating           BB-/Neg./--    BB-/Stable/--
Russia National Scale             ruAA-/--/--    ruAA-/--/--



                            *********

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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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *