TCREUR_Public/160517.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, May 17, 2016, Vol. 17, No. 096



TDC A/S: Fitch Affirms BB Rating on Sub. Hybrid Securities


DEBENHAMS RETAIL: Put Under Examinership, Lease Battle Looms
DRUIDS GLEN: Put Under Examinership by High Court
HARVEST CLO XV: Moody's Assigns B2(sf) Rating to Class F Debt
HARVEST CLO XV: S&P Assigns 'B-' Rating to Class F Notes
TITAN EUROPE 2006-2: Fitch Cuts Ratings on Two Note Classes to D


TWIN SET: Moody's Cuts Corporate Family Rating to 'B2'


SBM BALEIA: Fitch Lowers Rating on Sr. Secured Notes to BB


DUCHESS VII: Moody's Hikes Class F Debt Rating From Ba1(sf)




DELANCE LIMITED ROLF: Moody's Hikes Corp. Family Rating to B1
DOMODEDOVO: Fitch Says Shareholder Arrest Adds to Uncertainty
DS-BANK: Placed Under Provisional Administration
TVER REGION: Fitch Affirms BB- Long-Term Issuer Default Ratings
VEK JSC: Placed Under Provisional Administration


BANCO SANTANDER: Fitch Affirms 'BB' Preference Shares Rating
GRUPO EMBOTELLADOR: S&P Lowers CCR to B-, Outlook Negative


TURKIYE IS BANKASI: Fitch Affirms 'BB+' Rating on Tier 2 Notes


UKRAINE: Fitch Affirms CCC Long-Term Issuer Default Ratings

U N I T E D   K I N G D O M

AUSTIN REED: Mike Ashley Emerges as Front-Runner in Bidding Race
BHS GROUP: Administrators Tell Bidders to Improve Offers
TATA STEEL: British Steel Trustees to Push for Scheme Sponsor


TURKISTON BANK: S&P Affirms B-/C Counterparty Credit Ratings


* Moody's: Bond Deals Boost April HY Issuance to 1st 2016 High



TDC A/S: Fitch Affirms BB Rating on Sub. Hybrid Securities
Fitch Ratings has affirmed Denmark-based TDC A/S's Long-term
Issuer Default Rating (IDR) at 'BBB-'. The Outlook is Stable.

TDC's ratings are underpinned by a relatively strong domestic
fixed line position due to owning both cable and copper based
networks. Pressures in the business and mobile segment are
expected to continue over the next 12-18 months, with significant
further declines in EBITDA expected. Fitch expects TDC's funds
from operations (FFO) adjusted net leverage will peak at the end
of this year at 4.1x (2015: 3.9x) leaving little headroom in its
current 'BBB-' rating. However, the potential stabilization in
EBITDA decline over the next two to three years is likely to
provide free cash flow (FCF) capacity to gradually improve its
leverage headroom while resuming dividend payments in 2017 of
DKK1 per share (TDC is expected to pay no dividends in 2016).


Domestic Weakness

TDC's domestic EBITDA declined by 10.5% year-on-year in 2015. The
decline has been driven by a combination of competitive pressure
in the consumer mobile and business segments, the loss of
wholesale mobile virtual network contracts and regulatory
pressure on broadband wholesale prices and retail roaming. Fitch
expects these pressures will persist into 2016, leading to
further significant declines in EBITDA driven by revenue loss,
margin contraction and investments for its new strategy to
stabilize domestic EBITDA. TDC has indicated it has limited scope
to reduce costs in its domestic market in the short term.

Strategic Actions to Take Time

TDC is defending a 95% market share of EBIT in its domestic
market. The high market share reflects a strong operating
position but also the lack of profitability among its main
competitors. The company's strategy to stabilize EBITDA aims at
preserving market value while also improving its competitive
position. This is being achieved by accelerating the upgrade of
its products and services, increasing the value of its bundled
product propositions, leading the market on price increases where
possible and simplifying its process and infrastructure to
generate cost savings.

"Fitch expects TDC's strategy to stabilize EBITDA will take time
to take effect. Our forecasts assume that EBITDA will decline
until 2017 with a good chance of stabilization in 2018. The
disparity in profitability between TDC and its competitors
creates some uncertainty on future competitive moves. However,
market prices, particularly in mobile, are already low and limit
the scope for TDC's competitors of building scale through further
price reductions."

Fixed Line Supportive
TDC owns both the Danish incumbent copper network and the
majority of the cable infrastructure in the country. This gives
the company a strong fixed line position compared with all other
European incumbents and helps it generate domestic EBITDA margins
of 43% in 2015, including headquarter costs. The position is
likely to be structurally supportive to TDC's medium- to long-
term financial profile due to a lack of alternative fixed line
infrastructures. It is reflected in Fitch-calculated FFO-adjusted
net leverage downgrade guidance of 4.25x, which is at the higher
end of the rating category. Current competitive pressures are
more prevalent in the mobile and business segments.

Modest Leverage Reduction Trajectory

"TDC's FFO net leverage at the end of 2015 was 3.9x. Fitch
expects leverage will marginally increase to around 4.1x between
2016 and 2017. The increase primarily reflects further EBITDA
decline and higher interest costs, partially offset by working
capital improvements and net debt reduction through organic cash
generation. Announced reductions in capital expenditures and
dividends will support a gradual reduction in leverage, which our
scenario analysis indicates by about 0.1x to 0.3x per year
depending on the speed at which EBITDA stabilization is achieved.
TDC's FFO fixed charge cover is likely to remain robust at around
4.0x from 2016 (2015: 5.0x)."


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

-- Revenue decline of 5.5% in FY16 and broadly stable from 2017.

-- EBITDA margin of 37.5% in 2016 improving to 38% over 2017-19.

-- Implied capex to sales in 2016 of 20% reducing to 19% by

-- No cash dividend payments in 2016 and DKK1 per share from


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

-- The expectation that FFO adjusted net leverage will trend
    below 3.75x on a sustained basis.
-- An improvement in TDC's domestic operating environment
    enabling a stabilisation in domestic EBITDA.

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

-- FFO adjusted net leverage trending above 4.25x on a sustained

-- Further declines in the domestic business putting group pre-
    dividend FCF margins under pressure into the mid-single digit


-- Long-term IDR affirmed at 'BBB-'; Outlook Stable
-- Senior unsecured notes affirmed at 'BBB-'
-- Short-term IDR affirmed at 'F3'
-- Subordinated hybrid securities: affirmed at 'BB'


DEBENHAMS RETAIL: Put Under Examinership, Lease Battle Looms
Dearbhail McDonald and Sarah McCabe at report that
landlords are lining up for a "battle royale" over lease
guarantees provided by UK retail giant Debenhams following a
decision by its Irish arm to enter into examinership.

Debenhams Retail Holdings (Ireland) Limited placed its 11 stores
into examinership, with some 2,265 jobs, including 500 concession
staff, at risk, relates.

The company applied for court protection after its UK parent
Debenhams plc, to whom it owes EUR46 million, withdrew financial
support, discloses.

Debenhams Ireland cited its annual EUR36 million payroll costs
and EUR25 million upward-only rent roll as the key reasons why
the company is no longer viable, notes.

According to, it said that attempts to reduce
rents that "substantially exceed" market rates have been
unsuccessful due to the upward-only rent review clauses in the
relevant leases, most of which have another 15 years to run
before they expire.

Debenahms is a British multinational retailer operating under a
department store format in the United Kingdom and Ireland with
franchise stores in other countries.

DRUIDS GLEN: Put Under Examinership by High Court
Aodhan O'Faolain and Ray Managh at reports that
Druids Glen Golf Club Ltd. has gone into examinership.

The company sought the protection of the High Court after a
financial company -- which acquired a loan a related company had
acquired from Anglo Irish Bank some years ago -- appointed a
receiver over the 18-hole championship course,

According to, the company, Gulland Property
Finance Ltd., says it is owed EUR4.85 million by the related
company and appointed a receiver over the course on May 12 after
its demand to be paid what it says it is due and owing was not

As a result, Druids Glen on May 13 asked the High Court to remove
the receiver and have an examiner put in their place, relays.

On May 13, Mr. Justice Robert Haughton appointed insolvency
practioner Mr. John McStay -- -- of McStay
Luby Accountants as interim examiner to both Druids Glen Golf
Club Ltd. and Lakeford Ltd., the Isle of Man-registered company
which originally had acquired the loans from Anglo, discloses.

The judge, as cited by, said he was satisfied to
appoint Mr. McStay after reading a report from an independent
expert stating the companies have a reasonable prospect of
survival as going concerns.

Druids Glen Golf Club Ltd. is one of Ireland's top golf courses.

HARVEST CLO XV: Moody's Assigns B2(sf) Rating to Class F Debt
Moody's Investors Service assigned the following definitive
ratings to notes issued by Harvest CLO XV DAC:

-- EUR232,000,000 Class A Senior Secured Floating Rate Notes due
    2029, Definitive Rating Assigned Aaa (sf)

-- EUR54,000,000 Class B Senior Secured Floating Rate Notes due
    2029, Definitive Rating Assigned Aa2 (sf)

-- EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2029, Definitive Rating Assigned A2 (sf)

-- EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2029, Definitive Rating Assigned Baa2 (sf)

-- EUR25,000,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2029, Definitive Rating Assigned Ba2 (sf)

-- EUR13,000,000 Class F Senior Secured Deferrable Floating Rate
    Notes due 2029, Definitive Rating Assigned B2 (sf)


Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2029. The definitive ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, 3i Debt Management
Investments Limited ("3iDM"), has sufficient experience and
operational capacity and is capable of managing this CLO.

Harvest CLO XV DAC is a managed cash flow CLO. At least 90% of
the portfolio must consist of secured senior loans and up to 10%
of the portfolio may consist of Second-lien loans, unsecured
loans , Mezzanine loans. The portfolio is expected to be
approximately 70% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with
the portfolio guidelines.

3iDM will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
improved and credit impaired obligations, and are subject to
certain restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer issued EUR42,000,000 of subordinated notes. Moody's will
not assign ratings to this class of notes.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Factors that would lead to an upgrade or downgrade of the

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. 3iDM's investment decisions
and management of the transaction will also affect the notes'

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
December 2015. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of 0 occurrence of each
default scenario and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

HARVEST CLO XV: S&P Assigns 'B-' Rating to Class F Notes
S&P Global Ratings has assigned credit ratings to Harvest CLO XV
Designated Activity Company's class A, B, C, D, E, and F senior
secured floating-rate notes.  At closing, Harvest CLO XV also
issued unrated subordinated notes.

Harvest CLO XV is a cash flow collateralized loan obligation
(CLO) transaction securitizing a portfolio of primarily senior
secured loans granted to speculative-grade corporates.  3i Debt
Management Investments Ltd. manages the transaction.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs.  Following this,
the notes will permanently switch to semiannual interest

The portfolio's reinvestment period will end four years after
closing, and the portfolio's maximum average maturity date is
eight years after closing.

On the effective date, S&P understands that the portfolio will
represent a well-diversified pool of corporate credits, with a
fairly uniform exposure to all of the credits.  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 has used the portfolio target par
amount of EUR400.0 million, the covenanted weighted-average
spread of 4.20%, and the covenanted weighted-average recovery
rates at each rating level.

Elavon Financial Services Ltd. (AA-/Stable/A-1+) is the bank
account provider and custodian.  The participants' downgrade
remedies are in line with S&P's counterparty criteria.

The issuer is in line with S&P's bankruptcy remoteness criteria.

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


Harvest CLO XV Designated Activity Company
EUR413 mil senior secured floating-rate deferrable
and subordinated notes

Class               Rating             (mil. EUR)
A                   AAA (sf)              232
B                   AA (sf)               54
C                   A (sf)                26
D                   BBB (sf)              21
E                   BB (sf)               25
F                   B- (sf)               13
Sub                 NR                    42

NR--Not rated

TITAN EUROPE 2006-2: Fitch Cuts Ratings on Two Note Classes to D
Fitch Ratings has downgraded Titan Europe 2006-2 plc's class F
and G notes due 2016, and affirmed the others, as follows:

  EUR7.6 million Class F (XS0254358699) downgraded to 'Dsf' from
  'Csf'; Recovery Estimate (RE) 100%

  EUR29.3 million Class G (XS0254648263) downgraded to 'Dsf' from
  'Csf'; RE revised to 95% from 20%

  EUR16.3 million Class H (XS0254647612) affirmed at 'Dsf'

  EUR0 million Class J (XS0254653180) affirmed at 'Dsf'


The rating actions reflect that the notes suffered a maturity
event of default in January. The upward revision of the RE on the
class G notes is a result of a court judgment handed down in
April that found no basis for the (subsequently redeemed) class X
noteholder's claim for reimbursement. Previously, Fitch had
provisioned for up to EUR20m of costs in its assumptions.
Moreover, the loan insolvency administrator recently achieved a
better than expected minimum sale price on the Labrador
collateral (EUR39.7m, 19.1% above the June 2013 market value).


The ratings on all notes will be withdrawn within 11 months of
this rating action.


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


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 that were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing

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

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


TWIN SET: Moody's Cuts Corporate Family Rating to 'B2'
Moody's Investors Service downgraded Italian apparel producer
TWIN SET - Simona Barbieri S.p.A. (TWIN SET) corporate family
rating (CFR) to B2 from B1 and its probability of default rating
to B1-PD from Ba3-PD. Concurrently, Moody's has downgraded the
senior secured rating assigned to the EUR150 million notes issued
by TWIN SET and due July 2019 to B2 from B1, with a loss given
default (LGD) assessment of LGD4. The outlook on the ratings has
been changed to stable from negative.

The downgrade and change to a stable outlook take into account

-- Modest EBITDA growth, which is below forecast levels

-- High adjusted leverage, which will reduce slowly and is
    unlikely to fall below 4.0x before 2018

"We have downgraded TWIN SET's corporate family rating to reflect
that its adjusted leverage metrics will continue to exceed the
guidance for a B1 rating for the next 12-18 months", says
Lorenzo Re, Moody's Vice President -- Senior Analyst.


The rating action reflects TWIN SET's inability to reduce
financial leverage (measured as Moody's-adjusted debt/EBITDA) to
below 4.25x by end-2015, which is the maximum level commensurate
with the guidance for a B1 rating; TWIN SET's leverage stood at
4.4x in fiscal year 2015. The rating downgrade also reflects
Moody's view that the company's debt/EBITDA ratio will remain
above 4.0x until 2017.

TWIN SET's operating performance and profitability margins
improved in 2015 compared to fiscal year 2014 results, with
EBITDA reaching EUR36 million in 2015 from EUR28 million in 2014,
as reported by the company, while cash on balance sheet increased
to EUR39 million by end-2015. However, Moody's forecasts that
EBITDA levels will remain below the target originally set in
2014, when its retail expansion strategy intensified and the
company anticipated a much higher EBITDA growth.

In light of the weaker-than-expected performance of some of the
new retails stores and pressure on gross margins, owing to
sluggish consumer spending in the Eurozone which is the focus of
TWIN SET's operations, Moody's expectation is that EBITDA
growth -- which is the only driver for deleveraging as financial
debt is almost entirely made up of the EUR150 million bond --
will be modest in the next year, and the company's debt/EBITDA
ratio will reduce at a much slower pace, remaining above 4.0x
until 2017.


The stable outlook reflects Moody's expectation that TWIN SET
will continue to deliver moderate EBITDA growth, while leverage
(measured as Moody's-adjusted debt/EBITDA) will remain above 4.0x
over the next 12 to 18 months.

The stable outlook is also underpinned by the expectation that
the group will maintain an adequate liquidity profile while
pursuing its retail network expansion.


The rating could be upgraded if the company's expansion plan led
to much higher EBITDA generation and to a debt/EBITDA ratio below
4.0x, provided that the group maintains adequate liquidity and a
conservative financial policy.

Conversely, the rating could be downgraded if (1) sales and
profitability erode, leading to a debt/EBITDA ratio above 5.0x on
a sustained basis; and (2) the expansion plan causes a
deterioration in liquidity, impairing the group's ability to
generate positive and consistent free cash flow.


SBM BALEIA: Fitch Lowers Rating on Sr. Secured Notes to BB
Fitch Ratings has downgraded the senior secured notes issued by
SBM Baleia Azul, S.a.r.l. (SBM Baleia) as:

   -- Series 2012-1 senior secured notes due 2027 to 'BB' from

The Rating Outlook is Negative.

The notes are backed by the flows related to the charter
agreement signed with Petroleo Brasileiro S.A. (Petrobras) for
the use of the floating production storage and offloading unit
(FPSO) Cidade de Anchieta for a term of 18 years.  SBM do Brasil
Ltda., the Brazilian subsidiary of SBM Holding Inc. S.A. (SBM),
is the operator of the FPSO.  SBM is the sponsor of the
transaction.  The FPSO Cidade de Anchieta began operating at the
Baleia Azul oil field in September 2012.

The rating action follows Fitch's downgrade of Petrobras, the
offtaker of the transaction.  The Negative Outlook on the SBM
Baleia notes reflects Petrobras' Issuer Default Ratings (IDRs)
which also have a Negative Outlook.

The rating is ultimately supported by the credit quality of SBM
Offshore N.V. as the ultimate parent to SBM Holding Inc. S.A.,
main sponsor of the transaction, the strong operating performance
of the asset, and the importance of the field to Petrobras.

                        KEY RATING DRIVERS

Downgrade of Petrobras:

On May 10, 2016, Fitch downgraded the IDRs for Petrobras to 'BB'
from 'BB+' and maintained the Negative Outlook.  Fitch uses the
offtaker's IDR as the starting point to determine the appropriate
strength of the offtaker's payment obligation.  Fitch's view of
the offtaker's payment obligation will act as the ultimate rating
cap to the transaction.

The downgrade is in response to Brazil's downgrade, which
reflects the deeper-than-anticipated economic contraction,
failure of the government to stabilize the outlook for public
finances, and the sustained legislative gridlock and elevated
political uncertainty that are sapping domestic confidence and
undermining governability, as well as policy effectiveness.

Strength of the Contract:

In this case, the offtaker's payment obligation is equalized with
the offtaker's IDR based on Fitch's view of the strength of such
payment obligation.  Fitch believes the risk of early termination
of the contract, or its renegotiation, even during adverse market
conditions, is mitigated by the fact that production units
represent marginal cost to the offtaker and are continuously
extracting oil at sustained levels.

Credit Quality of the Operator:

SBM Offshore N.V. is the ultimate parent to SBM Holding Inc.
S.A., main sponsor of the transaction.  The transaction benefits
from SBM Offshore N.V.'s solid revenue growth, global leadership
in leasing FPSOs and overall strong operational performance of
its fleet.

Performance of the Assets:

Asset performance is in line with expectations, tied to
characteristics of the contract including fixed rates, which
provide for cash flow stability.  Average uptime levels in 2015
was 95%/Up-to-date, average economic uptime levels, considering
gas production and water injection with bonus days, have averaged
106%, comparing favorably to Fitch's base case assumption,
including bonus, of 98.5%.

Available Liquidity:

The transaction benefits from a $26 million (LOCs provided by ABN
Amro, 'A+'/Stable) debt service reserve account (DSRA) equivalent
to the following two quarterly payments of principal and
interest. As of end-2015, net debt balance closed at
approximately $401.7 million.

                      RATING SENSITIVITIES

The rating may be sensitive to changes in the credit quality of
Petrobras as charter offtaker and any deterioration in the credit
quality of SBM as operator and sponsor.  In addition, the
transaction's rating is sensitive to the operating performance of
the FPSO Cidade de Anchieta.


DUCHESS VII: Moody's Hikes Class F Debt Rating From Ba1(sf)
Moody's Investors Service has taken rating actions on the
following notes issued by Duchess VII CLO B.V.:

-- EUR150 million (current balance of EUR 58.5 million) First
    Priority Senior Secured Floating Rate Variable Funding Notes
    due 2023, Affirmed Aaa (sf); previously on Dec 1, 2015
    Affirmed Aaa (sf)

-- EUR190 million (current balance of EUR 31.1 million)
    Class A-1 First Priority Senior Secured Floating Rate Notes
    due 2023, Affirmed Aaa (sf); previously on Dec 1, 2015
    Affirmed Aaa (sf)

-- EUR35 million Class B Second Priority Deferrable Secured
    Floating Rate Notes due 2023, Affirmed Aaa (sf); previously
    on Dec 1, 2015 Upgraded to Aaa (sf)

-- EUR25 million Class C Third Priority Deferrable Secured
    Floating Rate Notes due 2023, Upgraded to Aaa (sf);
    previously on Dec 1, 2015 Upgraded to Aa1 (sf)

-- EUR32.5 million Class D Fourth Priority Deferrable Secured
    Floating Rate Notes due 2023, Upgraded to A2 (sf); previously
    on Dec 1, 2015 Upgraded to Baa1 (sf)

-- EUR15 million Class E Fifth Priority Deferrable Secured
    Floating Rate Notes due 2023, Upgraded to Baa3 (sf);
    previously on Dec 1, 2015 Upgraded to Ba1 (sf)

-- EUR10 million Class O Combination Notes due 2023, Upgraded to
    Aaa (sf); previously on Dec 1, 2015 Upgraded to Aa1 (sf)

Duchess VII CLO B.V., issued in December 2006, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Babson Capital Management (UK) Limited (formerly known
as Babson Capital Europe Limited). This transaction's
reinvestment ended in November 2013.


The rating actions on the notes are primarily a result of the
deleveraging of Class A-1 and the Variable Funding Notes since
the last rating action in December 2015.

Over the last two payment dates in November 2015 and February
2016, the Class A-1 and the Variable Funding Notes have paid down
by approximately EUR71.3 million. As a result of the
deleveraging, over-collateralization (OC) ratios have increased
across the capital structure. As of the March 2016 trustee
report, the Class A-1, Class B, Class C, Class D and Class E OC
ratios are reported at 233.57%, 172.77%, 145.68%, 121.01% and
112.24% respectively, compared to October 2015 levels of 178.59%,
148.21%, 132.16%, 115.85% and 109.60%.

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

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR223.6
million, defaulted par of EUR1.3 million, a weighted average
default probability of 20.4% (consistent with a WARF of 3036 and
WAL of 3.94), a weighted average recovery rate upon default of
44.8% for a Aaa liability target rating, a diversity score of 29,
a weighted average spread of 4.2%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is


Fitch Ratings has downgraded Caixa Economica Montepio Geral's
Long-Term Issuer Default Rating to 'B' from 'B+' and affirmed the
Long-Term IDRs of Caixa Geral de Depositos, S.A. (CGD) and Banco
Comercial Portugues, S.A. (Millennium bcp) at 'BB-', and of
Santander Totta, SGPS, SA and its main operating company Banco
Santander Totta, S.A. (BST) at 'BBB'.  The Outlooks for all banks
are Stable.

                         KEY RATING DRIVERS


The IDRs of Santander Totta and BST reflect a high probability of
support from both entities ultimate parent, Banco Santander, S.A.
(Santander; A-/Stable), in case of need.  Fitch believes that
Portugal is a strategically important market for Santander, as
demonstrated by Santander Totta's acquisition of the banking
assets and liabilities of Banif in December 2015.

Santander Totta's and BST's Long-term IDRs are capped at two
notches above that of the Portuguese sovereign (BB+/Stable).
This reflects our view that Santander's propensity to support its
Portuguese subsidiaries is linked to Portugal's operating
environment, since this affects the attractiveness of these
entities to the Santander group and their impact on the group's
financial profile.  The Stable Outlooks on these IDRs mirror that
on the sovereign.

                   VR - SANTANDER TOTTA AND BST

Santander Totta's Viability Rating (VR) is supported by healthy
reported capital ratios, which mitigate the risks of operating in
a vulnerable economic environment.  The rating also reflects
better than sector average asset quality indicators and the
benefits from being part of the Santander group, both in terms of
management expertise and potential contingent funding from the
parent that Fitch believes would be made available if required.
The acquisition of Banif's assets and liabilities in December
2015 is manageable, in our view, given Santander group's record
in managing acquisitions in different geographies.

Santander Totta's fully loaded CET1 ratio was 15% at end-March
2016, including the acquisition of Banif, and its credit-at-risk
(CaR) to loans ratio was 5.8% (4.4% at end-2015 without Banif).
Fitch expects a continued improvement in profitability metrics
thanks to lower deposits rates, sound fee income generation and
good cost control.  Loan impairment charges (LICs) should be
manageable but are sensitive to economic uncertainty.  Excluding
the impact of the acquisition of Banif, the bank continues to
improve its funding and liquidity profile by increasing its
deposit base and some modest loan book deleveraging.

Fitch has equalized the Viability Ratings (VRs) of Santander
Totta and BST.  This reflects common supervision, moderate double
leverage and the dominance of BST in the Santander Totta group.
BST is wholly owned by Santander Totta.


CGD's ratings reflect weak, although improving, core
profitability, weak asset quality, and high market risk exposure
through investment funds and interest rate sensitivity.  The
ratings also take into account the bank's leading retail
franchise in Portugal, and generally stable funding and

The bank has been reporting losses since 2011, and while the
trend is positive, both the cost base and LICs will likely remain
high in the medium term, and we believe it will be difficult for
the management team to meet its strategic objectives.
Nevertheless, LICs have declined reflecting some asset quality
improvement, and the reported CaR/loans ratio fell to 11.5% at
end-2015 from 12.2% at end-2014, with coverage of around 64% at
end-2015.  Fitch expects CGD to strengthen its capital base in
order to maintain a buff.


DELANCE LIMITED ROLF: Moody's Hikes Corp. Family Rating to B1
Moody's Investors Service upgraded the corporate family rating
(CFR) of Delance Limited ROLF (ROLF), Russia's largest foreign-
branded cars retailer, to B1 from B2 and its probability of
default rating (PDR) to B1-PD from B2-PD. The outlook on all
ratings is stable.

"We have upgraded ROLF's ratings to B1 to reflect our expectation
that the company's strengthened business profile and conservative
financial policy will allow it to maintain healthy operating and
financial results, despite the pronounced down-cycle in the
Russian domestic car market," says Ekaterina Lipatova, an
Assistant Vice President -- Analyst at Moody's.

The main factors driving the upgrade to B1 are the company's:

-- strengthened business profile, which enhanced resilience to
    industry cycles

-- proven adherence to a conservative financial policy,
    providing financial flexibility to withstand market


The upgrade of ROLF's ratings to B1 reflects the company's
strengthened business and financial profile under the development
strategy it adopted after the crisis of 2008-09. The strategy
allows the company to preserve adequate operating results and
strong credit metrics, despite the challenging macroeconomic
environment in Russia and the ongoing sharp domestic car market

ROLF has been consistently enhancing its resilience to industry
cycles through (1) concentrating on its retail operations and
deconsolidating its highly volatile distribution business; (2)
diversifying and strengthening its retail brand portfolio, with
an increasing presence in the more marginal and resilient premium
segment; (3) focusing on the active development of its used cars
segment, which proved to be more stable and profitable and
continues to provide significant growth potential; (4) its well-
developed service business, which tends to be less cyclical
compared to new cars sales; and (5) focusing on business
efficiencies and strict cost control.

ROLF's business profile also remains supported by its leading
position in the highly fragmented Russian car market. This
provides the company with an important competitive advantage and
additional growth opportunities, particularly during downturns,
when smaller players are forced to exit the market or sell their
business to larger competitors. For example, in February 2016,
ROLF completed a non-cash merger with a small Moscow dealer,
Pelican Group, on comfortable conditions for both sides.

As a result, despite a 36% drop in new car sales in Russia,
ROLF's revenues declined by only around 12%, while its adjusted
EBITDA increased by more than 5%, supported by higher margins on
the back of: (1) extra inventories made in Q4 2014, before car
prices were adjusted for the rouble depreciation; (2) cost
control measures; and (3) a higher share of the more profitable
premium segment, used cars sales, and services business.

Although the Association of European Business forecasts further
market decline in Russia by at least 5% in 2016, Moody's expects
that ROLF will be able to show positive revenue growth and
maintain an adequate adjusted EBITDA margin at above 5%. In Q1
2016, the company already showed fairly strong operating results
with revenues increasing by more than 20%.

The rating action also takes into account ROLF's (1) proven
adherence to a conservative financial policy, with an internal
leverage target of net debt/EBITDA of 2.0-2.5x; and (2) its
proactive liquidity management. This provides the company an
important financial flexibility to withstand market downturns.

Although ROLF has increased shareholder distributions starting
2014, Moody's understands that these are mostly related to the
creation of liquidity reserves and may be pushed back down to the
company in case of a need. Moreover, ROLF remained in compliance
with its financial policy, and confirmed that it will continue to
take key financial decisions including shareholder distributions
strictly in accordance with its internally set leverage target.

Overall, Moody's expects that in 2016 ROLF's adjusted debt/EBITDA
will remain in line with the guidance for the B1 rating, i.e.
below 3.5x, with the company's leverage at below 2.5x in 2015.

However, the ratings remain constrained by the company's (1)
exposure to the highly volatile Russian car market; (2) the
company's small size in comparison with its global peers; and (3)
lack of geographical diversification across Russian regions, with
operations concentrated in the two highly competitive cities,
Moscow and St. Petersburg, albeit mitigated by their position as
the largest regional markets in the country particularly for the
premium segment. Furthermore, the rating takes into account the
company's exposure to Russia, which has a less-developed
regulatory, political and legal framework.


The stable outlook reflects Moody's view that ROLF will maintain
its sound financial and operating performance while operating
within its financial policy in the next 12 to 18 months. The
outlook also incorporates Moody's expectation that the company
will continue to prudently manage its liquidity, addressing
upcoming refinancing issues in a timely manner.


Moody's does not expect any positive pressure on the rating in
the next 12-18 months. Over time, there could be positive
pressure on ROLF's rating if the company (1) sustains healthy
operating and financial performance throughout the cycle; (2)
adheres to its conservative financial policy, with adjusted
debt/EBITDA remaining at or below 2.5x on sustainable basis; and
(3) improves its liquidity profile by generating positive free
cash flow on sustainable basis.

Moody's could downgrade the ratings if weakening conditions in
the Russian automotive market and/or ROLF's potentially more
aggressive development and financial strategy lead to (1)
adjusted leverage (measured by adjusted debt/EBITDA) increasing
above 3.5x on a prolonged basis; and (2) a deterioration in
operating cash flow generation and concerns about liquidity.

DOMODEDOVO: Fitch Says Shareholder Arrest Adds to Uncertainty
Fitch Ratings says that the extension of the house arrest of the
sole shareholder of Domodedovo Airport (DME) adds to the
regulatory and political uncertainty embedded in DME's 'BB+'
Long-term Issuer Default Rating, which is on Negative Outlook.

DME's sole shareholder Dmitry Kamenschik was reportedly detained
by the Russian authorities in February 2016 on the grounds of
being implicated in the terrorist attack in DME in 2011, together
with one existing and two former DME employees. Even though the
previous investigations into the case had been closed and the
terrorists found and sentenced, the renewed investigation is
based on the alleged non-compliance of the airport with the
requirements for security equipment.

Fitch understands from DME's management that Mr. Kamenschik was
put under house arrest in February 2016, which was expected to
last a few weeks. However, in mid-April the initial term of the
arrest was extended to end-July 2016. Fitch expects that the
investigation will be closed and a decision will be made by then,
although delays cannot be ruled out.

"In our initial rating report dated December 2013, we had noted
the high level of political interference that can be exerted on
DME. Regulatory and political uncertainty was always one of the
factors that constrained the rating to speculative-grade," Fitch

No rating action has been taken so far following the arrest of
Mr. Kamenschik as the airport continues to operate as normal and
while the outcome of the investigation remains unknown. The
opaque legal environment in Russia makes it difficult to predict
the outcome and Fitch will continue to monitor developments.


DME Ltd is a group of companies that operates Domodedovo
Airport -- one of the three airports in Moscow. The group owns
the terminal buildings and leases the runways and other airfield
assets from the Russian government. Senior unsecured notes of
$US300 million were issued in 2013 by DME Airport Limited -- a
special purpose vehicle registered in Ireland that on-lent the
proceeds to Hacienda Investments Ltd, a subsidiary of DME Ltd.

The Outlook on DME's rating was revised to Negative in October
2015 following the bankruptcy of Transaero and Fitch's
expectation that the loss of Transaero's traffic will put
additional pressures on the airport in the currently weak
economic environment.

DS-BANK: Placed Under Provisional Administration
The Bank of Russia, by its Order No. OD-1479, dated May 12, 2016,
revoked the banking license of credit institution Commercial Bank
Dynamic Systems (Limited Liability Company) (CB DS-Bank LLC) from
May 12, 2016.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, because of the established instances of material
unreliability of financial statements, taking into account the
repeated application within a year of measures envisaged by the
Federal Law "On the Central Bank of the Russian Federation (Bank
of Russia)", and considering the existence of a serious threat to
creditors' interests.

CB DS-Bank LLC implemented a high-risk lending policy by placing
funds in low-quality assets.  The bank did not comply with the
requirements of the supervisory authority on creating loan loss
provisions, submitting reliable statements reflecting its true
financial standing and existence of grounds for initiating
measures to prevent insolvency (bankruptcy).  From early May
2016, the bank has actually terminated its operations.  Besides,
the credit institution was involved in dubious payable-through

The management and owners of the bank have not taken measures
required to normalize its activities.  In these circumstances,
the Bank of Russia decided to revoke the banking license from CB
DS-Bank LLC.

The Bank of Russia, by its Order No. OD-1480, dated May 12, 2016,
has appointed a provisional administration to CB DS-Bank LLC for
the period until the appointment of a receiver pursuant to the
Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

According to the financial statements, as of April 1, 2016, CB
DS-Bank LLC ranked 531st by assets in the Russian banking system.

TVER REGION: Fitch Affirms BB- Long-Term Issuer Default Ratings
Fitch Ratings has affirmed Russian Tver Region's Long-term
foreign and local currency Issuer Default Ratings (IDRs) at
'BB-', Short-term foreign currency IDR at 'B' and National Long-
term rating at 'A+(rus)'. The Outlooks on the Long-term ratings
are Stable.

The region's outstanding senior unsecured domestic bonds have
been affirmed at 'BB-' and 'A+(rus)'.

The affirmation and Stable Outlook reflect Fitch's unchanged
baseline scenario regarding Tver's satisfactory budgetary
performance and stable direct risk at moderate level over the
medium term.


The ratings reflect the consolidation of Tver's operating
performance at a satisfactory level after a period of high
volatility, as well as moderate debt and negligible contingent
risk. The ratings also take into account a diversified, but
modest local economy, which decelerated following the national
economic downturn, and a weak institutional framework for Russian

Fitch projects Tver's operating margin will remain satisfactory
at about 6% in 2016-2018 (it averaged 2.6% in 2011-2015)
reflecting the administration's successful cost-cutting efforts
amid growing revenues. In 2015, the region recorded an operating
margin of 9.6%, up from 5.8% in 2014. The better performance was
supported by increasing tax proceeds (7.2% growth in 2015) driven
by the growing income of the electric power generation sector and
the higher collection of property tax, which offset the decline
in excise duties.

Fitch expects the region's deficit before debt variation will
stabilize at 3% of total revenue in 2016-2018, down from an
average 7.5% in 2011-2015. The deficit shrinkage will be
supported by persistently low capital expenditure and continuous
control over opex. In 2015, Tver narrowed its capex to a low 8.6%
of total expenditure from an average 12% in 2011-2014. Fitch
projects capex will not exceed 10% over the medium term and,
therefore, direct risk will stabilize at 58%-60% of current
revenue (2015: 58.5%). The region has no outstanding guarantees
and public sector entities' debt is negligible.

Similar to most Russian regions, Tver is exposed to sizable
refinancing pressure as 96% of its direct risk matures in 2016-
2018. In 2016, the region faces repayment of RUB10.8 billion,
which corresponds to 42% of direct risk. High refinancing risk is
partly mitigated by a large proportion of budget loans (49% of
outstanding as of 1 April 2016) at 0.1% interest rate. Fitch
expects the region will receive additional budget loans to
replace part of its maturing commercial debt in 2016 as a matter
of federal support.

The region has a diversified economy with a focus on electric
power generation, machine building, transport, agriculture and
food processing. The population trend is negative due to the
social gravity of the nearby developed cities of St. Petersburg
and Moscow. Tver's economic profile is modest and its GRP per
capita was 20% below the national median in 2014. In 2015, Tver's
GRP fell 1.3% yoy, better than the national average fall of 3.7%.
Fitch expects Russia's GDP to shrink by 1.5% yoy in 2016 placing
a strain on the region's economic performance.

Russia's institutional framework for subnationals is a
constraining factor on the region's ratings. Frequent changes in
the allocation of revenue sources and the assignment of
expenditure responsibilities between the tiers of government
limit Tver's forecasting ability and negatively affect its debt
and investment management.


An improvement in the operating balance towards 10% of operating
revenue coupled with debt coverage ratio (direct risk to current
balance) at around 10 years on a sustainable base could lead to
an upgrade.

The inability to maintain a positive operating balance on a
sustained basis or an increase in direct risk above 80% of
current revenue could lead to a downgrade.

VEK JSC: Placed Under Provisional Administration
The Bank of Russia, by its Order No. OD-1477, dated May 12, 2016,
revoked the banking license of Moscow-based credit institution
VEK from May 12, 2016.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, capital adequacy below 2%, decrease in equity
capital below the minimal amount of the authorized capital
established as of the date of the state registration of the
credit institution, and application of supervisory measures
envisaged by the Federal Law "On the Central Bank of the Russian
Federation (Bank of Russia)".

Given the unsatisfactory quality of assets, JSC JSCB VEK failed
to adequately assess the risks assumed.  The adequate credit risk
assessment at the supervisor's request revealed a complete loss
of equity capital by the bank.  The management and owners of the
bank did not take measures to normalize its activities. In these
circumstances, pursuant to Article 20 of the Federal Law "On
Banks and Banking Activities", the Bank of Russia revoked the
banking license from the credit institution.

The Bank of Russia, by its Order No. OD-1478, dated May 12, 2016,
has appointed a provisional administration to JSC JSCB VEK for
the period until the appointment of a receiver pursuant to the
Federal Law "On Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

JSC JSCB VEK is a member of the deposit insurance system.  The
revocation of banking license is an insured event envisaged by
Federal Law No. 177-FZ "On Insurance of Household Deposits with
Russian Banks" regarding the bank's obligations on deposits of
households determined in accordance with the legislation.  This
Federal Law provides for the payment of insurance indemnity to
the bank's depositors, including individual entrepreneurs, in the
amount of 100% of their balances but not exceeding the total of
1.4 million rubles per depositor.

According to the financial statements, as of April 1, 2016, JSC
JSCB VEK ranked 296th by assets in the Russian banking system.


BANCO SANTANDER: Fitch Affirms 'BB' Preference Shares Rating
Fitch Ratings has affirmed Spain-based Banco Santander, S.A.'s
(Santander) and Banco Bilbao Vizcaya Argentaria's (BBVA) Long-
term Issuer Default Ratings (IDRs) at 'A-' and Viability Ratings
(VRs) at 'a-'. The Outlooks on the Long-term IDRs are Stable.
Fitch has also affirmed their Short-term IDRs at 'F2'.



The IDRs and senior debt ratings of Santander and BBVA reflect
their diversified franchises, fairly modest risk appetites,
adequate asset quality despite challenges in some geographies,
resilient profit generation and satisfactory capitalization. The
ratings are one notch above the Spanish sovereign rating
(BBB+/Stable), supported by diversification benefits from their
solid retail franchises in a number of European and Latin
American countries and the US.

Geographical diversification has proven key in supporting the
resilience of earnings generation and loss absorption capacity
during times of stress. This has enabled dividends to be up-
streamed and offers financial flexibility from the potential
disposal of stakes in subsidiaries if needed.

Despite Santander's and BBVA's international diversification,
Fitch considers that the banks' risk profiles remain correlated
with that of the Spanish sovereign. As part of its analysis,
Fitch therefore also takes into account the standalone profile of
the Spanish legal entity to which the ratings are assigned.

In Fitch's view, this correlation is, among other factors,
reflected in the banks' domestic performance and asset quality,
which have proven sensitive to the economic environment. Also,
liquid assets at the parent banks are largely in the form of
Spanish sovereign bonds. Funding access, stability and costs are
also typically influenced by broad perceptions of sovereign risk,
but Fitch notes the flight to quality from which both banks
benefited during Spain's recent financial crisis and the
improvement in funding costs since Spain began its recovery.

Santander and BBVA benefit from relatively stable earnings over
the cycle helped by their geographical diversification and
retail-banking focus. Fairly wide margins, supported by the
emerging market operations and a cost control-oriented culture
have supported pre-impairment operating profitability. This has
enabled them to absorb higher impairment charges over the past
years, especially from Spain, and yet maintain the capacity to
internally generate capital.

While risks from a recessionary environment in Brazil for
Santander and foreign currency headwinds pose challenges for the
banks, Fitch expects profitability in 2016 to be resilient and
have upside potential, benefiting from sound economic growth in
most countries. This should bring a pickup in activity and lower
impairments, especially in Spain as the economy recovers. In
addition, integration synergies should be coming through in Spain
for BBVA.

Asset quality indicators have improved at both banks, helped by
Spain's economic recovery but also resilient asset quality in
other jurisdictions, particularly in Brazil for Santander so far.
The improvement in BBVA's non-performing loan (NPL) ratio is
somewhat held back by its larger share of loans in Spain,
particularly after the acquisition of Catalunya Banc. Reported
group NPL ratios were 4.4% at Santander and 5.4% at BBVA at end-
2015. Fitch views the levels of reserves held against these
assets to be comfortable and above average by international

Fitch currently views the two banks' capital levels at the lower
end of the scale for international banks given the banks'
exposures to emerging markets, although this is mitigated by
their retail-banking oriented business models. At end-2015,
Santander's Fitch core capital (FCC)/weighted risks ratio was
10.7%, and BBVA's was 10%. The banks' capitalization also
benefits from adequately capitalized subsidiaries. Regulatory
leverage ratios, especially at BBVA, are higher than the average
for international banks.

Fitch views Santander's and BBVA's funding and liquidity profiles
as adequate for their ratings. The two banks are largely funded
by customer deposits in their core markets, with funding
imbalances being fairly small and met through long-term debt
instruments, mostly senior unsecured and covered bonds.

Funding also benefits from both banks' proven ready access to
local and international wholesale markets, even in turbulent
times. The banks hold ample unencumbered assets and scheduled
repayments of borrowings are well spread. Fitch's assessment of
the banks' funding and liquidity profiles is also supported by
limited intercompany funding, with subsidiaries being locally
funded without recourse to the parent banks.

The Stable Outlooks reflect Fitch's expectation that Santander's
and BBVA's overall credit profiles are set to remain stable in
the foreseeable future. They also mirror the Outlook on Spain's
sovereign rating, which is an important driver of Fitch's
assessment of the operating environment in the banks' home


The SRs of '5' and SRFs of 'No Floor' for Santander and BBVA
reflect Fitch's belief that senior creditors of these banks
cannot rely on receiving full extraordinary support from the
sovereign in the event that the banks become non-viable. The EU's
Bank Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) for eurozone banks provide a framework
for resolving banks that is likely to require senior creditors to
participate in losses, if necessary, instead of or ahead of a
bank receiving sovereign support.


Subordinated debt and other hybrid capital issued by Santander
and BBVA are notched down from their VRs, in accordance with
Fitch's assessment of each instrument's respective non-
performance and relative loss severity risk profiles, which vary

Subordinated (lower Tier 2) debt is rated one notch below the
banks' VRs to reflect above average loss severity of this type of
debt compared with average recoveries (one notch). Upper Tier 2
debt is rated three notches below the banks' VRs to reflect above
average loss severity of this type of debt compared with average
recoveries (one notch) and high risk of non-performance (two
notches) as there is the option to defer coupons if the issue
reported losses in the last audited accounts.

Preferred shares are rated five notches below the banks' VRs to
reflect higher loss severity risk of these securities when
compared with average recoveries (two notches from the VR) as
well as high risk of non-performance (an additional three
notches) due to profit test for legacy issues and fully
discretionary coupon payments for recent issues.


State-guaranteed debt issues are senior unsecured instruments
that bear the full guarantee of Spain. These state-guaranteed
debt ratings are aligned with the higher of BBVA's or Spain's



The banks' IDRs are primarily sensitive to changes to their VRs.
Both banks' VRs could be upgraded if the operating environment
improves, which would likely be reflected by an upgrade of the
Spanish sovereign rating linked to better macro-economic
conditions, while foreign markets remain resilient. We believe
this would ultimately contribute to further improvements in
profitability and asset quality of their parent banks.

"In our view, there is more upside potential for Santander's
ratings than BBVA's given the former's more pronounced
diversification towards higher-rated sovereigns. Positive rating
action on the Spanish sovereign would not automatically trigger
an upgrade of the banks' VRs (and hence IDRs). For Santander,
this would have to be combined with improved capital metrics, but
also depend on asset quality improvements as well as
international subsidiaries' performance. In the case of BBVA, a
VR upgrade would also be subject to the economic conditions of
the main emerging countries in which it operates and progress
with the integration of recently acquired businesses," Fitch

While currently seen as unlikely by Fitch, both banks' ratings
could be adversely affected by a weakening of the operating
environment, possibly evidenced by a downgrade of Spain's
sovereign rating or marked asset quality deterioration, for
example due to unforeseen shocks in international subsidiaries
that translate into significant pressures on local and/or group
earnings and capital. Evidence of an inability to sustainably
access either local or international wholesale markets would also
put pressure on these banks' ratings.


Any upgrade of the SRs and upward revision of the SRFs would be
contingent on a positive change in the sovereign's propensity to
support its banks. While not impossible, this is highly unlikely,
in Fitch's view.


Subordinated debt and other hybrid capital issued by Santander
and BBVA are primarily sensitive to any change in their VRs.
Upper Tier 2 notes and preferred shares are also sensitive to
Fitch changing its assessment of the probability of their non-
performance relative to the risk captured in the banks' VRs.

The state-guaranteed debt ratings of BBVA are sensitive to
changes to the bank's and Spanish sovereign IDRs.

The rating actions are as follows:

Long-term IDR: affirmed at 'A-'; Outlook Stable
Short-term IDR: affirmed at 'F2'
VR: affirmed at 'a-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt long-term rating and certificates of
deposit: affirmed at 'A-'
Senior unsecured debt short-term rating, commercial paper and
certificate of deposits: affirmed at 'F2'
Market-linked senior unsecured securities: affirmed at 'A-emr'
Subordinated debt: affirmed at 'BBB+'
Preference shares: affirmed at 'BB'

Santander International Debt, S.A. Unipersonal
Senior unsecured debt long-term rating: affirmed at 'A-'
Senior unsecured debt short-term rating: affirmed at 'F2'
Market-linked senior unsecured securities: affirmed at 'A-emr'

Santander Issuances S.A.
Subordinated debt long-term rating: affirmed at 'BBB+'

Santander International Preferred, S.A. Unipersonal
Preference shares: affirmed at 'BB'

Santander Commercial Paper, S.A. Unipersonal
Commercial paper: affirmed at 'F2'

Santander Finance Capital, S.A. Unipersonal
Preference shares: affirmed at 'BB'

Santander Finance Preferred, S.A. Unipersonal
Preference shares: affirmed at 'BB'

Santander Financial Issuance Ltd.
Subordinated debt: affirmed at 'BBB+'

Santander Perpetual, S.A. Unipersonal
Upper Tier 2 debt: affirmed at 'BBB-'

Emisora Santander Espana, S.A.U.
Senior unsecured debt long-term rating programme: affirmed at
Senior unsecured debt short-term rating programme: affirmed at

Santander International Products PLC
Senior unsecured debt long-term rating: affirmed at 'A-'

Long-term IDR: affirmed at 'A-'; Outlook Stable
Short-term IDR: affirmed at 'F2'
VR: affirmed at 'a-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt long-term rating: affirmed at 'A-'
Senior unsecured debt short-term rating and commercial paper:
affirmed at 'F2'
Subordinated debt: affirmed at 'BBB+'
Upper Tier 2 debt: affirmed at 'BBB-'
Preference shares: affirmed at 'BB'
State-guaranteed debt: affirmed at 'A-'

BBVA Capital Finance, S.A. Unipersonal
Preference shares: affirmed at 'BB'

BBVA International Preferred, S.A. Unipersonal
Preference shares: affirmed at 'BB'

BBVA Senior Finance, S.A. Unipersonal
Senior unsecured debt long-term rating: affirmed at 'A-'
Senior unsecured debt short-term rating and commercial paper:
affirmed at 'F2'

BBVA U.S. Senior, S.A. Unipersonal
Commercial paper: affirmed at 'F2'

BBVA Subordinated Capital, S.A. Unipersonal
Subordinated debt: affirmed at 'BBB+'

Banco Bilbao Vizcaya Argentaria S.A. New York Branch
Certificate of deposits debt long-term: affirmed at 'A-'

GRUPO EMBOTELLADOR: S&P Lowers CCR to B-, Outlook Negative
S&P Global Ratings lowered its corporate credit rating on Grupo
Embotellador Atic S.A. (Atic) to 'B-' from 'B'.  At the same
time, S&P lowered its issue-level rating on the company's $450
million senior unsecured notes due 2022 to 'B-' from 'B'.  The
outlook on the corporate credit rating is negative.

Despite Atic's implementation of several initiatives to improve
its profitability, the company continues to face sluggish sales
volume growth and significant cost pressures, which have weakened
margins below S&P's expectations.  In turn, this has tightened
Atic's cash flow generation and liquidity position.  In addition,
the company has had more than a $100 million in short-term debt
for the past 12 months, which coupled with sharply weaker credit
metrics in 2015, increases its refinancing risks, in S&P's view.

Although Atic achieved a moderate consolidated sales volume
growth of 6% in 2015, the company's weak business risk profile
incorporates S&P's view that it was unable to consolidate
operations in its key markets such as Mexico, Colombia, Thailand,
and Venezuela.  Sales volumes in these countries declined 13% in
2015 compared with the 2013 level.  Moreover, aside from
pressures stemming from increased competition, the company's
initiatives to achieve operating efficiencies were insufficient
to reverse the declining gross profit.

Given that approximately 67% of Atic's costs are dollar
denominated, the sharp depreciation of currencies in most of the
countries in which the company operates continue to take a toll
on its overall profitability metrics.  Furthermore, Atic incurred
$11 million in one-off expenses in 2015, mainly related to
extraordinary tax payments in Ecuador and a labor dispute in
Mexico.  As a result, the company's EBITDA margin dropped to 6.4%
from S&P's base-case scenario of 7.6%.

In light of the operating difficulties, the company's cash flow
generation suffered from a combined EBITDA loss of about
$33 million at its operations in Mexico, Brazil, Indonesia, and
Thailand in 2015.  This in turn put a dent in Atic's strong cash
flows from Peru and Central America.


TURKIYE IS BANKASI: Fitch Affirms 'BB+' Rating on Tier 2 Notes
Fitch Ratings has affirmed Turkiye Is Bankasi A.S.'s (Isbank;
BBB-/Stable/bbb-) $US400 million fixed-rate Tier 2 notes at
'BB+'. The affirmation reflects Fitch's view that the notes will
retain their 'BB+' rating should they be converted into Basel
III-compliant securities.


Following a regulatory change in 1Q16, Isbank's subordinated
notes (ISIN: XS1003016018, maturing on 10 December 2023) ceased
to qualify as regulatory capital. The bank plans to propose to
bondholders changes in the terms of the notes to contain
contractual loss absorption features that will be triggered at
the point of non-viability of the bank. This would align the
instrument with Basel III requirements. The conversion of the
notes, if agreed, will allow the notes to qualify as Basel III-
compliant Tier 2 instruments.

If converted, the notes will be subject to permanent full or
partial write-down upon the occurrence of a non-viability event
(NVE). An NVE is defined as occurring when the bank has incurred
losses and has become, or is likely to become, non-viable as
determined by the local regulator, the Banking and Regulatory
Supervision Authority (BRSA). The bank will be deemed non-viable
when it reaches the point at which either the BRSA determines
that its operating license is to be revoked and the bank should
be liquidated, or the rights of Isbank's shareholders, and the
management and supervision of the bank, should be transferred to
the authorities.

In the event of an NVE, the notes, along with any other parity
(tier 2) loss-absorbing instruments, will be subject to write-
down. Such write-downs will be made pro rata with other parity
instruments. Write-down of the notes would take place following
absorption of losses by equity and any junior (tier 1)
securities. Isbank currently does not have any parity loss-
absorbing instruments or tier 1 securities outstanding.

The notes are rated one notch below Isbank's Viability Rating
(VR) of 'bbb-', in accordance with Fitch's "Global Bank Rating
Criteria". The notching includes one notch for loss severity but
zero notches for non-performance risk.

In Fitch's view, zero notches for incremental non-performance
risk will remain appropriate if the terms of the notes change, as
the agency believes that write-down of the notes would only occur
once the point of non-viability is reached, and there would be no
coupon flexibility prior to non-viability.

The one notch for loss severity reflects Fitch's view of below-
average recovery prospects for the notes in case of an NVE. One
notch, rather than two, for loss severity will remain appropriate
if the terms of the notes change, as partial, and not solely
full, write-down of the notes would be possible. In Fitch's view,
there is some uncertainty as to the extent of losses the notes
would face in case of an NVE given that this would be dependent
on the size of the operating losses incurred by the bank and any
measures taken by the authorities to help restore the bank's


The notes' rating is primarily sensitive to a change in the VR.
The notes' rating is also sensitive to a change in notching due
to a revision in Fitch's assessment of the probability of the
notes' non-performance risk relative to the risk captured in
Isbank's VR, or in its assessment of loss severity in case of


UKRAINE: Fitch Affirms CCC Long-Term Issuer Default Ratings
Fitch Ratings has affirmed Ukraine's Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) at 'CCC'. The issue
ratings on Ukraine's senior unsecured foreign and local currency
bonds have also been affirmed at 'CCC'. The Country Ceiling has
been affirmed at 'CCC' and the Short-term foreign-currency IDR at


The affirmation of the ratings reflects a lack of progress on the
reform program needed to unlock donor support, which has been
exacerbated by political wrangling.

A new coalition government, headed by Prime Minister Groysman --
a close ally of the President -- took office in mid-April, ending
two months of political turmoil and reducing the immediate risk
of early elections. Fitch expects the new government to move
ahead with the reforms required to secure the delayed IMF tranche
($US1.7bn), now likely in early 3Q16. However, given the
coalition's narrow majority (one seat) as well as weak party
discipline within President Poroshenko's party, Fitch expects
progress on further reforms to be piecemeal with continued delays
in IMF financing highly probable.

Delays in securing IMF and donor disbursements highlight the
vulnerability of Ukraine's external position, as international
reserves fell to $US12.7bn, or 2.9 months of current external
payments (CXP) in March, from $US13.4bn at December 2015. Fitch
expects international reserves to rise to $US17.7bn end-2016,
assuming that most disbursements ($US8bn in total, of which
$US5.2bn is IMF disbursements) go ahead as planned. This would
push the import cover ratio to four months of CXP, above the peer
median of 3.7 months. Failure to secure all planned disbursements
would not undermine Ukraine's capacity to meet its external debt
repayment obligations over the rating horizon, but would exert
continued downward pressure on the hryvnia and jeopardize the
recovery. Capital controls remain in place to curb foreign
exchange demand but will be progressively lifted.

The IMF's decision to lend to countries in arrears to official
sector creditors removed a potential stumbling block that could
have prevented further IMF support - Ukraine had failed to repay
a disputed $US3bn Russian-owned Eurobond in December 2015.
Although the status of this obligation is as yet unresolved it
should not impact the future IMF disbursements under the program.

Fitch expects the current account deficit to widen to 3% of GDP
in 2016, from 0.2% in 2015, as exports contract a further 11%
following the suspension of the free-trade agreement with Russia,
while imports contract more modestly as the economy begins to

A combination of expenditure restraint and higher revenue saw the
consolidated budget deficit narrow to 1.6% of GDP in 2015 against
a target of 3.7%. Lower gas prices, combined with higher tariffs
resulted in the government spending less to subsidize Naftogaz,
the state-owned oil and gas company. As a result, the
consolidated budget deficit (including Naftogaz) fell to 2.6% of
GDP (IMF target: 7.3%), down from a five-year average of 6.8% of
GDP and below the peer median of 4.3%. The decision to cut
employers' social security contribution by half as well as cancel
import surcharges, with no offsetting expenditure cuts, will make
achieving the government and IMF's deficit target of 3.7% of GDP

Government indebtedness is high, exceeding 80% of GDP, including
sovereign and sovereign- guaranteed debt. Fitch expects the
government debt ratio to fall from 2017, but there is uncertainty
over Ukraine's ability to generate the combination of GDP growth
and primary fiscal surpluses that would reduce the debt/GDP ratio
(including sovereign and sovereign-guaranteed debt) to the
government's target of 71% of GDP by 2020.

Bank asset quality has been hit by recession, currency
depreciation and conflict in eastern Ukraine. Capital shortfalls
are large, and depositor confidence is low, suggesting a risk of
further volatility in client funding if the exchange rate comes
under renewed pressure. Cash withdrawal limits, exchange controls
and regulatory forbearance have supported the banking system.
NPLs, on a broad definition, according to the IMF's August 2015
estimate, were 44% of total loans (56% including restructured
loans), and provisions stood around 68% of total NPLs. Resolving
the banking crisis will entail fiscal costs, but a firm estimate
for the banking system's recapitalization needs (some of which
are being met by private shareholders) is not yet available..

Fitch expects the economy to return to growth in 2016, following
a 9.9% contraction in 2015. Medium-term potential growth (2%) is
well below the peer median of 3.9%, constrained by a permanent
loss of Russian export demand, damage resulting from military
conflict in the east, low commodity prices and a weakened
financial sector. Inflationary pressures have eased, with
inflation moderating to 20.9% in March 2016 from a peak of 60.9%
in May 2015. Fitch expects inflation to average 15% in 2016, 3x
the peer median, as the impact of the sharp depreciation of the
exchange rate in 2015 fades.


The following factors could individually or collectively lead to
positive rating action:

-- Evidence that the coalition government is able to effectively
    pass legislation that leads to ongoing donor disbursements.

The following factors could individually or collectively lead to
negative rating action:

-- Substantial delays to disbursements by the IMF and other
    official creditors that lead to a deterioration in confidence
    and macro stability.

-- External or political/geopolitical shock that increases the
    potential for a credit event.

U N I T E D   K I N G D O M

AUSTIN REED: Mike Ashley Emerges as Front-Runner in Bidding Race
Luke Tugby at Retail Week reports that Sports Direct founder
Mike Ashley has emerged as the front-runner to acquire embattled
fashion chain Austin Reed.

According to Retail Week, the billionaire is among a number of
parties who have tabled offers for the beleaguered retailer,
which collapsed into administration last month.

Ghost and Hawes & Curtis owner Touker Suleyman and Edinburgh
Woollen Mill owner Philip Day are also understood to have
submitted bids for parts of the business, Retail Week relates.

Retail Week understands that administrator AlixPartners is
collating firm bids, although it has not set a formal deadline
for approaches.

Retail property consultancy GCW, which is advising AlixPartners
on Austin Reed's property portfolio, said there had been "strong
interest" in the retailer, but declined to comment on the
identity of the bidders, Retail Week relays.

Austin Reed, which operates across 100 stores and 50 concessions,
continues to trade while the administrators try to find a buyer,
Retail Week notes.

Austin Reed is a Thirsk-based fashion retailer.

BHS GROUP: Administrators Tell Bidders to Improve Offers
Mark Vandevelde at The Financial Times reports that a number of
bidders battling for BHS have been told to improve their offers
until today, May 17, to stand a chance of buying the collapsed
high street chain.

Administrators have spent the past week assessing several bids
for the retailer and are expected to make a decision on a buyer
within days, the FT relates.

"We are dealing with a number of interested parties and are
hopeful of concluding a sale of the business and assets of BHS
next week," the FT quotes administrators as saying on May 15.

At least one buyer has been asked by the administrators to
increase their bid by "tens of millions", the FT relays, citing a
person familiar with the situation.  Others have also been
invited to resubmit by a revised deadline of May 17, the FT

The auction for BHS entered its final stages as MPs widened the
scope of two parliamentary inquiries into the company's collapse,
which left behind a GBP571 million pension deficit that will have
to be absorbed by a government-mandated rescue fund, the FT

BHS Group is a department store chain.  The company employs
10,000 people and has 164 shops.

TATA STEEL: British Steel Trustees to Push for Scheme Sponsor
Michael Bow at Evening Standard reports that a new front in the
pension battleground has opened up as trustees of the GBP15
billion British Steel retirement scheme heralded a high-stakes
clash with backer Tata to try to halt cuts to pensioner benefits.

According to Evening Standard, British Steel trustees, led by
chairman Allan Johnston, are set to push the Indian group to
ensure a new sponsor is in place to underwrite the scheme when
the UK assets are sold to ensure its 130,000 pensioners are

Bidders for Tata's UK unit have indicated they will refuse to buy
the group if the scheme remains attached to the company, setting
up a flashpoint, Evening Standard discloses.

Seven bidders have emerged -- Liberty House, Excalibur, JSW
Steel, Greybull Capital, Hebei Iron, Nucor and Endless -- but the
pension scheme is seen as a major stumbling block hampering a
sale, Evening Standard notes.

Business secretary Sajid Javid will fly to Mumbai at the end of
this month to seek a peace deal with Tata's Indian board over the
scheme, Evening Standard says.

He has proposed changing the law to allow British Steel to pay a
lower rate of pensions in future to stop the scheme, which is
GBP485 million in deficit, sliding into the Pension Protection
Fund, the UK lifeboat fund, Evening Standard states.

Tata Steel is the UK's biggest steel company.


TURKISTON BANK: S&P Affirms B-/C Counterparty Credit Ratings
S&P Global Ratings revised its outlook on Uzbekistan-based
Turkiston Bank to stable from negative.  S&P affirmed the 'B-/C'
long- and short-term counterparty credit ratings.

The outlook revision reflects S&P's view of the benefits
Turkiston Bank might have thanks to having obtained a foreign
currency license. In our view, the license enables Turkiston Bank
to offer its clients foreign currency operations it was not able
to service before, opening the door to a wider client base,
gradually increasing business volume, and a broader, more
diversified deposit base.  S&P also views positively that,
despite a deteriorating economic environment in the region and
increasing competition in the sector, Turkiston Bank has
maintained adequate liquidity and prudent asset and liability
management to cope with risks of potential funding outflows.
Furthermore, the bank has retained sufficient capital to absorb
possible unexpected losses.

S&P's assessment of Turkiston Bank's capital and earnings as
strong mainly reflects S&P's projection that its risk-adjusted
capital (RAC) ratio will exceed 10.0% over the next 12-18 months
versus 11.1% at year-end 2014.  S&P's expectations are based on
15% asset growth in 2016 and 35% in 2017, as well as capital
injections of about Uzbekistani sum (UZS) 5.4 billion in 2016
(approximately US$1.9 million), of which UZS1.1 billion has
already been injected in the first quarter of 2016, and about
UZS2.3 billion in 2017.

So far Turkiston Bank's funding position has supported its
business activities, and the bank maintains a sufficient
liquidity cushion to deal with the volatility of on-demand
deposits.  As of Feb. 29, 2016, 94% of on-demand deposits were
covered by liquid assets (net of reserves in the Central Bank of
Uzbekistan).  S&P notes as a strength the ratio of demand to term
deposits being 48% as of March 31, 2016, which is markedly less
than the year-end 2014 figure of 101% and significantly lower
than that of local peers.

S&P believes that the presence of a foreign currency license may
help improve the bank's business and funding profiles, thanks to
a customer base with enhanced loyalty because enterprises will be
more eager to open primary accounts with Turkiston Bank.  As
such, the bank's funding base and asset growth will potentially
experience less volatility, enabling the bank to focus more on
profitability by maintaining a lower liquidity buffer.

The stable outlook on Turkiston Bank reflects S&P's view that,
over the next 12-18 months, the bank will be able to counter
prevailing downside risks due to the challenging operating
environment by retaining sufficient capital and liquidity.

A negative rating action is most likely to occur if:

   -- S&P observes poor liquidity and asset and liability
      management, which could lead to the aggravation of risks,
      connected with potential volatility of the bank's funding
      base, particularly in volumes of customer deposits, and
      deterioration of customer franchise; or

   -- The bank's earnings capacity and capital inflow cannot
      support the current strong capitalization, resulting in a
      RAC ratio below 10%.

S&P believes that a positive rating action is remote at this


* Moody's: Bond Deals Boost April HY Issuance to 1st 2016 High
April was the strongest month for EMEA high-yield bond markets
for a year as jumbo transactions caused issuance to more than
double to $16.1 billion, Moody's Investors Service has said

Numericable-SFR S.A. (B1 stable) and Altice International
S.a.r.l. (B1 negative), as well as Ardagh Packaging Group Ltd (B2
stable) acquisition of assets from Ball Corporation (Ba1 stable)
and Rexam PLC (Baa3 review for downgrade) were a few of the large
jumbo transactions that fuelled issuance volumes in April.

Moody's report, titled "High Yield Interest: European Edition" is
available on Moody's subscribers can access this
report via the link provided at the end of this press release.

"The EMEA high-yield market appears much more open, with new
entrants such as Travelodge coming to the market, which also
issued the first sterling deal in 2016", says Peter Firth, an
Associate Managing Director at Moody's.

"A significant number of transactions are taking place in May
although it will require further large deals coming to market to
maintain the momentum in high-yield bond volumes", Mr Firth adds.

On the other hand, leveraged loan issuance remained subdued in
April. Despite rising from March's $0.6 billion to $2.2 billion
in April, issuance was below the $3.8 billion seen in April 2015.

"April illustrates the rising challenges for investors navigating
the stable yet fragmented credit environment for EMEA
speculative-grade companies. Issuance will remain volatile as the
second quarter progresses, just as high-yield markets show signs
of genuine receptiveness for single-B rated issuers", says
Mr. Firth.

The credit environment continues to gradually weaken with a
number of Moody's corporate credit quality indicators worsening.
Speculative-grade corporate liquidity remains weaker than a year
ago and the share of issuers rated B3 negative and lower
increased further in April.

However, downgrades are at their lowest level since January 2016
and are now more balanced relative to the number of upgrades
following the conclusion of Moody's commodity sector-related


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  Go to 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,

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

This material is copyrighted and any commercial use, resale or
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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